UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2025

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

Lantern Pharma Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-39318	46-3973463
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

1920 McKinney Avenue, 7th Floor Dallas, Texas		75201
(Address of Principal Executive Offices)		(Zip Code)

(972) 277-1136

(Registrant’s telephone number, including area code)

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

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.0001 par value		LTRN		The Nasdaq Stock Market

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 ☒

As of November 5, 2025 the registrant had 11,184,423 shares of common stock, $0.0001 par value per share outstanding.

Table of Contents

		Page

	Forward Looking Statements	ii

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements.	1
	Condensed Consolidated Balance Sheets as of September 30, 2025 (unaudited) and December 31, 2024	1
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024 (unaudited)	2
	Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2025 and 2024 (unaudited)	3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended September 30, 2025 and 2024 (unaudited)	4
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024 (unaudited)	5
	Notes to Condensed Consolidated Financial Statements (unaudited)	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	23
Item 4.	Controls and Procedures.	23

PART II – OTHER INFORMATION

Item 1A.	Risk Factors.	24
Item 6.	Exhibits.	24
Signatures		25

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. We make such forward-looking statements pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act, Section 21E of the Securities Exchange Act of 1934, as amended, and other federal securities laws. All statements, other than statements of historical fact, contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future preclinical studies and clinical trials, future expectations for existing preclinical studies and clinical trials, future financial position, projected costs, prospects, plans and objectives of management, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “model”, “objective”, “aim,” “upcoming”, “should,” ‘will” “would,” or the negative of these words or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties.

The forward-looking statements in this Quarterly Report on Form 10-Q include, among other things, statements relating to:

	●	our ability to secure sufficient funding and alternative sources of funding to support our existing and proposed preclinical studies and clinical trials;
	●	our ability to continue as a going concern in the absence of obtaining substantial additional funding;

	●	the potential advantages of our RADR^® platform in identifying drug candidates and patient populations that are likely to respond to a drug candidate;
	●	our strategic plans to advance the development of any of our drug candidates;

	●	our strategic plans to expand the number of data points that our RADR^® platform can access and analyze;

	●	our research and development efforts of our internal drug discovery and development programs and antibody drug conjugate (ADC) development program and the utilization of our RADR^® platform to streamline the drug development process;

	●	the initiation, timing, progress, and results of our preclinical studies or clinical trials for any of our drug candidates;

	●	our intention to leverage artificial intelligence, machine learning and biomarker data to streamline the drug development process and to identify patient populations that would likely respond to a drug candidate;

	●	our plans to discover and develop drug candidates and to maximize their commercial potential by advancing such drug candidates ourselves or in collaboration with others;

	●	our expectations regarding our ability to fund our operating expenses and capital expenditure requirements with our existing cash, cash equivalents, and marketable securities;

	●	our estimates regarding the potential market opportunity for our drug candidates we or any of our collaborators may in the future develop;

	●	our anticipated growth strategies and our ability to manage the potential expansion of our business operations effectively;

	●	our expectations related to future expenses and expenditures;

	●	our ability to keep up with rapidly changing technologies and evolving industry standards, including our ability to achieve technological advances;

	●	our ability to source our needs for skilled labor in the fields of artificial intelligence, genomics, biology, oncology and drug development; and

	●	the impact of government laws and regulations on the development and commercialization of our drug candidates and ADC development program.

We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions, and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this Quarterly Report on Form 10-Q and in the Risk Factors section of our Annual Report on Form 10-K (“2024 Form 10-K”), for the year ended December 31, 2024 filed with the Securities and Exchange Commission, or the SEC, on March 27, 2025, and have identified other factors such as the results of our clinical trials, and the impact of competition, that we believe could cause actual results or events to differ materially from the forward-statements that we make. Furthermore, we operate in a competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q.

You should read this Quarterly Report on Form 10-Q and the documents that we file with the SEC with the understanding that our actual future results may be materially different from what we expect. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed elsewhere in this Quarterly Report on Form 10-Q and those listed under the Risk Factors section of our 2024 Form 10-K. You may access our 2024 Form 10-K under the investor SEC filings tab of our website at www.lanternpharma.com or on the SEC’s website at www.sec.gov. Given these uncertainties, you should not rely on these forward-looking statements as predictions of future events. The forward-looking statements contained in this Quarterly Report on Form 10-Q are made as of the date of this Quarterly Report, and we do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

Unless the context requires otherwise, references to the “Company,” “Lantern,” “we,” “us,” and “our” in this Quarterly Report on Form 10-Q refer to Lantern Pharma Inc., a Delaware corporation, and, where appropriate, its wholly-owned subsidiaries.

iii

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Lantern Pharma Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

	September 30, 2025			December 31, 2024
	(Unaudited)
CURRENT ASSETS
Cash and cash equivalents	$	8,389,486		$	7,511,079
Marketable securities		3,973,090			16,501,984
Prepaid expenses and other current assets		1,098,429			1,234,566
Total current assets		13,461,005			25,247,629

Property and equipment, net		35,977			47,440
Operating lease right-of-use assets		93,090			239,985
Other assets		36,738			36,738

TOTAL ASSETS	$	13,626,810		$	25,571,792

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	3,946,018		$	4,140,361
Operating lease liabilities, current		93,954			190,814
Total current liabilities		4,039,972			4,331,175

Operating lease liabilities, net of current portion		-			52,843

TOTAL LIABILITIES		4,039,972			4,384,018

COMMITMENTS AND CONTINGENCIES (NOTE 4)		-

STOCKHOLDERS’ EQUITY
Preferred Stock (1,000,000 authorized at September 30, 2025 and December 31, 2024; $.0001 par value) (Zero shares issued and outstanding at September 30, 2025 and December 31, 2024)		-			-
Common Stock (25,000,000 authorized at September 30, 2025 and December 31, 2024; $.0001 par value) (11,040,219 shares and 10,784,725 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively)		1,104			1,078
Additional paid-in capital		98,616,239			97,058,323
Accumulated other comprehensive income		40,333			153,990
Accumulated deficit		(89,070,838	)		(76,025,617	)
Total stockholders’ equity		9,586,838			21,187,774

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	13,626,810		$	25,571,792

See accompanying Notes to Condensed Consolidated Financial Statements

Lantern Pharma Inc. and Subsidiaries

Condensed Consolidated Statements of Operations (Unaudited)

	2025			2024			2025			2024
	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Operating expenses:
General and administrative	$	1,912,829		$	1,462,930		$	5,006,427		$	4,463,869
Research and development		2,436,971			3,716,646			8,769,305			11,856,169
Total operating expenses		4,349,800			5,179,576			13,775,732			16,320,038
Loss from operations		(4,349,800	)		(5,179,576	)		(13,775,732	)		(16,320,038	)
Interest income		100,921			191,352			365,456			580,962
Other income, net		71,456			482,527			365,055			833,063

NET LOSS	$	(4,177,423	)	$	(4,505,697	)	$	(13,045,221	)	$	(14,906,013	)

Net loss per share of common shares, basic and diluted	$	(0.39	)	$	(0.42	)	$	(1.21	)	$	(1.39	)
Weighted-average number of common shares outstanding, basic and diluted		10,833,393			10,763,351			10,801,126			10,755,015

See accompanying Notes to Condensed Consolidated Financial Statements

Lantern Pharma Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Loss (Unaudited)

	2025			2024			2025			2024
	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024

NET LOSS	$	(4,177,423	)	$	(4,505,697	)	$	(13,045,221	)	$	(14,906,013	)

Other comprehensive (loss) income
Unrealized gain (loss) on available-for-sale securities		918			38,057			(7,752	)		108,486
Unrealized loss on foreign currency translation		(8,628	)		(56,736	)		(105,905	)		(26,290	)
Other comprehensive (loss) income		(7,710	)		(18,679	)		(113,657	)		82,196
Comprehensive loss	$	(4,185,133	)	$	(4,524,376	)	$	(13,158,878	)	$	(14,823,817	)

See accompanying Notes to Condensed Consolidated Financial Statements

Lantern Pharma Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)

	Preferred Stock Number of		Preferred Stock		Common Stock Number of		Common Stock		Additional Paid-in-			Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital			Loss			Deficit			Equity
Three and Nine Months Ended September 30, 2024
Balance, December 31, 2023		-	$	-		10,721,192	$	1,072	$	96,258,726		$	(107,460	)	$	(55,244,404	)	$	40,907,934
Common stock issued from warrant exercises		-		-		37,613		4		54,712			-			-			54,716
Stock-based compensation		-		-		-		-		134,057			-			-			134,057
Net loss		-		-		-		-		-			-			(5,440,810	)		(5,440,810	)
Other comprehensive income		-		-		-		-		-			109,320			-			109,320
Balance, March 31, 2024		-		-		10,758,805		1,076		96,447,495			1,860			(60,685,214	)		35,765,217

Stock-based compensation		-		-		-		-		134,171			-			-			134,171
Net loss		-		-		-		-		-			-			(4,959,506	)		(4,959,506	)
Other comprehensive loss		-		-		-		-		-			(8,445	)		-			(8,445	)
Balance, June 30, 2024		-		-		10,758,805		1,076		96,581,666			(6,585	)		(65,644,720	)		30,931,437

Stock-based compensation		-		-		-		-		179,166			-			-			179,166
Common stock issued from warrant exercises		-		-		5,920		-		11,994			-			-			11,994
Issuance of restricted common stock awards		-		-		20,000		2		(2	)		-			-			-
Net loss		-		-		-		-		-			-			(4,505,697	)		(4,505,697	)
Other comprehensive loss		-		-		-		-		-			(18,679	)		-			(18,679	)
Balance, September 30, 2024		-	$	-		10,784,725	$	1,078	$	96,772,824		$	(25,264	)	$	(70,150,417	)	$	26,598,221

	Preferred Stock Number of		Preferred Stock		Common Stock Number of		Common Stock		Additional Paid-in-		Accumulated Other Comprehensive			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Income			Deficit			Equity
Three and Nine Months Ended September 30, 2025
Balance, December 31, 2024		-	$	-		10,784,725	$	1,078	$	97,058,323	$	153,990		$	(76,025,617	)	$	21,187,774
Stock-based compensation		-		-		-				147,750		-			-			147,750
Net loss		-		-		-				-		-			(4,536,783	)		(4,536,783	)
Other comprehensive loss		-		-		-		-		-		(22,256	)		-			(22,256	)
Balance, March 31, 2025		-		-		10,784,725		1,078		97,206,073		131,734			(80,562,400	)		16,776,485


Stock-based compensation		-		-		-		-		160,626		-			-			160,626
Net loss		-		-		-		-		-		-			(4,331,015	)		(4,331,015	)
Other comprehensive loss		-		-		-		-		-		(83,691	)		-			(83,691	)
Balance, June 30, 2025		-		-		10,784,725		1,078		97,366,699		48,043			(84,893,415	)		12,522,405
Balance		-		-		10,784,725		1,078		97,366,699		48,043			(84,893,415	)		12,522,405

Stock-based compensation		-		-		-		-		143,685		-			-			143,685
Proceeds from the exercise of stock options		-		-		13,050		2		13,440		-			-			13,442
Issuance of common stock for services		-		-		30,000		3		134,097		-			-			134,100
Net proceeds from issuance of common stock, net of issuance costs of $30,722		-		-		212,444		21		958,318		-			-			958,339
Net loss		-		-		-		-		-		-			(4,177,423	)		(4,177,423	)
Other comprehensive loss		-		-		-		-		-		(7,710	)		-			(7,710	)
Balance, September 30, 2025		-	$	-		11,040,219	$	1,104	$	98,616,239	$	40,333		$	(89,070,838	)	$	9,586,838
Balance		-	$	-		11,040,219	$	1,104	$	98,616,239	$	40,333		$	(89,070,838	)	$	9,586,838

See accompanying Notes to Condensed Consolidated Financial Statements

Lantern Pharma Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (Unaudited)

	2025			2024
	Nine Months Ended September 30,
	2025			2024
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(13,045,221	)	$	(14,906,013	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization		13,177			12,708
Non-cash lease adjustments		146,895			126,561
Issuance of restricted stock for services		134,100			-
Stock-based compensation		452,061			447,394
Accretion of discounts on available for sale debt securities, net		(170,940	)		(179,673	)
Foreign currency remeasurement gain		(138,477	)		(27,746	)
Realized gain on redemptions of available for sale debt securities		(22,289	)		(8,366	)
Realized loss on equity securities		214,925			-
Unrealized gain on equity securities		(263,295	)		(221,124	)
Changes in assets and liabilities:
Prepaid expenses and other current assets		139,090			155,282
Accounts payable and accrued expenses		(195,190	)		898,560
Operating lease liabilities		(149,703	)		(128,128	)
Other assets		-			(10,869	)
Net cash flows used in operating activities		(12,884,867	)		(13,841,414	)

INVESTING ACTIVITIES
Purchase of property and equipment		(1,714	)		(9,512	)
Purchases of marketable securities		(10,517,490	)		(17,476,707	)
Redemptions of marketable securities		23,280,231			17,408,333
Net cash flows provided by (used in) investing activities		12,761,027			(77,886	)

FINANCING ACTIVITIES
Net proceeds from the issuance of common stock, net of issuance costs of $30,722		958,339			-
Proceeds from option exercises		13,442			-
Proceeds from warrant exercises		-			66,710
Net cash flows provided by financing activities		971,781			66,710

Effect of foreign exchange rates on cash		30,466			17,660

CHANGE IN CASH AND CASH EQUIVALENTS FOR THE PERIOD		878,407			(13,834,930	)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		7,511,079			21,937,749

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	8,389,486		$	8,102,819

Non-cash investing and financing activities:
Operating lease right-of-use asset acquired through operating lease liability	$	-		$	348,623
Removal of operating lease right-of-use assets and related operating lease liabilities upon early termination of leases		-			163,722

See accompanying Notes to Condensed Consolidated Financial Statements

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Organization, Principal Activities, and Basis of Presentation

Lantern Pharma Inc., and Subsidiaries (the “Company”) is an artificial intelligence (A.I.) focused company dedicated to developing cancer therapies and transforming the cost, pace, and timeline of oncology drug discovery and development. The Company’s development portfolio includes three clinical stage oncology focused product candidates and consists of small molecule drug candidates that others have tried, but failed, to develop into an approved commercialized drug, as well as new compounds that it is developing with the assistance of its A.I. platform and its biomarker driven approach. The Company’s A.I. platform, known as RADR^®, uses big data analytics (combining molecular data, drug efficacy data, data from historical studies, data from scientific literature, phenotypic data from trials and publications, and mechanistic pathway data) and machine learning. The Company’s data-driven, genomically-targeted and biomarker-driven approach allows it to pursue a transformational drug development strategy that identifies, rescues or develops, and advances potential small molecule drug candidates.

Lantern Pharma Inc. was incorporated under the laws of the state of Texas on November 7, 2013, and thereafter reincorporated in the state of Delaware on January 15, 2020. The Company’s principal operations are located in Texas. The Company formed a wholly owned subsidiary, Lantern Pharma Limited, in the United Kingdom in July 2017 and a wholly owned subsidiary, Lantern Pharma Australia Pty Ltd, in Australia in September 2021. In January 2023, the Company formed a wholly owned subsidiary, Starlight Therapeutics Inc. (“Starlight”), to continue with advancing the development of drug candidate LP-184’s central nervous system (CNS) and brain cancer indications.

Since inception, the Company has devoted substantially all its activity to advancing research and development, including efforts in connection with preclinical studies, clinical trials and development of its RADR^® platform. This now includes three lead drug candidates and an Antibody Drug Conjugate (ADC) program directed towards 11 disclosed therapeutic targets:

	●	LP-300 (Tavocept), which we are advancing in a Phase 2 clinical trial, the Harmonic^™ trial, focused on never smokers with advanced non-small cell lung cancer;

	●	LP-184, which has potential for treatment of solid tumors including breast, pancreatic, bladder, and lung cancers, and glioblastoma and other CNS cancers. We recently completed enrollment in a Phase 1a clinical trial for LP-184. Following the formation of Starlight, the Company now refers to the molecule LP-184, as it is developed in CNS indications, as “STAR-001”;

	●	LP-284, the stereoisomer (enantiomer) of LP-184, is advancing in a Phase 1 clinical trial, and has shown promising in-vitro and in vivo anticancer activity in multiple hematological cancers, which are distinct from the indications targeted by LP-184; and

	●	Our ADC program is focused on developing highly specific ADCs with highly potent drug payloads.

The Company’s fiscal year ends on December 31 of each calendar year. The accompanying interim condensed consolidated financial statements are unaudited and have been prepared on substantially the same basis as the Company’s annual consolidated financial statements for the fiscal year ended December 31, 2024. In the opinion of the Company’s management, these interim condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from these estimates.

The December 31, 2024 year-end condensed consolidated balance sheet data in the accompanying interim condensed consolidated financial statements was derived from audited consolidated financial statements. These condensed consolidated financial statements and notes do not include all disclosures required by GAAP and should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2024 and the notes thereto included in the Company’s Annual Report on Form 10-K, dated March 27, 2025, on file with the Securities and Exchange Commission.

The results of operations and cash flows for the interim periods included in these condensed consolidated financial statements are not necessarily indicative of the results to be expected for any future period or the entire fiscal year.

Any reference in these notes to applicable guidance refers to Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). To date, the Company has operated its business as one segment.

Note 2. Liquidity and Going Concern 

The Company incurred a net loss of approximately $13,045,000 and $14,906,000 during the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, the Company had working capital of approximately $9,421,000. The Company plans to pursue periodic capital raises and also plans to apply for grant funding in the future to assist in supporting its capital needs. In July 2025, the Company entered into an ATM Sales Agreement (“ATM”), with ThinkEquity LLC (“ThinkEquity”), as sales agent, pursuant to which the Company may offer and sell up to $15,530,000 of its common stock from time to time, in “at-the-market” offerings to or through its sales agent. During the quarter ended September 30, 2025, we sold 212,444 shares of common stock under the ATM for the gross proceeds of $989,061 and paid ThinkEquity $29,672 of commissions. Between October 1, 2025 and the date of this report, we have sold an additional 144,204 shares of common stock under the ATM for the gross proceeds of $634,333 and paid ThinkEquity $19,030 of commissions. We may also explore the possibility of additional manners of offering our equity securities and entering into commercial credit facilities as an additional source of liquidity. We believe that our cash, cash equivalents, and marketable securities on hand as of the date of this report will enable us to fund our anticipated operating expenses and capital expenditure requirements until at least approximately late June 2026 to mid August 2026. We will need substantial additional funding in the near future, and if we are unable to raise capital when needed, we could be forced to delay, reduce or eliminate our drug development programs or commercialization efforts.

The Company’s ability to continue as a going concern is highly contingent on the ability to raise additional capital for ongoing research and development and clinical trials as the Company expects to continue incurring losses for the foreseeable future. The financial statements contained in this Quarterly Report on Form 10-Q have been prepared assuming that the Company will continue as a going concern, and do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. The Company has incurred, and it anticipates it will continue to incur, losses and generate negative operating cash flows and as such will require substantial additional funding in the near future to continue its research and development activities. These factors raise substantial doubt about the Company’s ability to continue as a going concern in the absence of obtaining substantial additional funding. While the Company plans to pursue periodic capital raises, including additional potential sales under the ATM, no assurance can be given that sufficient funding will be available when needed to allow the Company to continue as a going concern.

Note 3. Summary of Significant Accounting Policies

Use of Estimates and Assumptions

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The significant areas of estimation include determining research and development accruals, the inputs in determining the fair value of equity-based awards and warrants issued, the inputs in determining present value of lease payments, and determining the fair value of marketable securities. Actual results could differ from those estimates.

Income Taxes

Due to the Company’s current and prior operating losses, the Company has no corporate income tax liabilities as of September 30, 2025 and December 31, 2024. Because of its history of losses, the Company believes it is more-likely-than-not that all of the Company’s deferred tax assets will not be realized as of September 30, 2025 and December 31, 2024. Therefore, the Company has recorded a full valuation allowance on its deferred tax assets.

On July 4, 2025, H.R. 1, commonly known as the One Big Beautiful Bill Act (the “OBBB”), was signed into law. This includes significant changes to the federal corporate tax provisions and extends certain otherwise expiring provisions of the 2017 Tax Cuts and Jobs Act. Among other things, the legislation reinstates expensing for domestic research and experimental expenditures, imposes new limitations on interest expense deductibility, and expands disallowed deductions for certain employee remuneration. FASB ASC 740 Income Taxes requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the relevant legislation is enacted. The OBBB may affect the Company’s gross tax assets and liabilities in future periods. The Company accounted for the tax effects of the legislation in the period of enactment, which was the three months ended September 30, 2025, and concluded the impact was not material.

Foreign Currency

We translate the financial statements of our Australian subsidiary, which has a functional currency of the Australian dollar, to U.S. dollars using month-end exchange rates for assets and liabilities and average exchange rates for income and expenses. Translation gains and losses are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Gains and losses resulting from foreign currency transactions that are denominated in currencies other than our functional currency (U.S. dollar) are included within other income, net on the condensed consolidated statements of operations.

Risks and Uncertainties

The Company operates in an industry that is subject to intense competition, government regulation and rapid technological change. Operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory, and other risks, including the potential risk of business failure.

Our marketable securities may be impacted by various risks related to interest rates, market conditions and credit risk. Our marketable securities have had and may in the future have their market value fluctuate due to rises or falls in interest rates. While we believe our cash, cash equivalents and marketable securities do not contain excessive risk, we cannot provide absolute assurance that in the future our investments will not be subject to adverse changes in market value. In addition, we maintain significant amounts of cash and cash equivalents at one or more financial institutions that are federally insured. Interest bearing and non-interest bearing accounts we hold at these banking institutions are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000 per depositor, per FDIC-insured bank, per ownership category. From time to time, some of our cash balances held at banking institutions may be in excess of FDIC coverage.

We currently rely on foreign third-party manufacturers and service providers in connection with certain aspects of our clinical operations. The U.S. government and persons involved in the Trump administration have made statements and taken certain actions that have led to, and may continue to lead to, changes to U.S. and international trade policies. If maintained, tariffs and the potential escalation of trade disputes with foreign countries could pose a significant risk to our business and could result in higher operating expenses. U.S. policies on tariffs and international trade could also result in fluctuations in interest rates, which could have a negative impact on general economic conditions, on the industry sector in which we operate, and on our business.

Research and Development

Research and development costs are expensed as incurred. These expenses primarily consist of payroll, contractor expenses, research study expenses, costs for manufacturing and supplies, clinical site costs and other costs for the conduct of clinical trials, costs for technical infrastructure on the cloud for the purposes of developing the Company’s RADR^® platform, and other costs for identifying, developing, and testing drug candidates. Development costs incurred by third parties are expensed as the work is performed. Costs to acquire technologies, including licenses, that are utilized in research and development and that have no alternative future use are expensed when incurred.

Cash and Cash Equivalents

The Company considers money market funds and other highly liquid instruments with an original maturity of 3 months or less to be cash equivalents. Cash equivalents at September 30, 2025 and December 31, 2024 were approximately $6,283,000 and $6,619,000, respectively, and are included along with cash under the caption cash and cash equivalents on the Company’s condensed consolidated balance sheets.

Leases

The Company determines whether an arrangement contains a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities, and net of current portion of operating lease liabilities on our condensed consolidated balance sheets. Lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As the Company’s leases do not provide an implicit rate, an incremental borrowing rate is used based on the information available at the commencement date in determining the present value of lease payments. The Company does not include options to extend or terminate the lease term unless it is reasonably certain that the Company will exercise any such options. Rent expense is recognized under the operating leases on a straight-line basis. The Company does not recognize right-of-use assets or lease liabilities for short-term leases, which have a lease term of twelve months or less, and instead will recognize lease payments as expense on a straight-line basis over the lease term.

Marketable Securities

The Company’s marketable securities consist of government and agency securities, corporate bonds, mutual funds and common stock. We classify our marketable securities as available-for-sale at the time of purchase and reevaluate such classification as of each balance sheet date. We may sell these securities at any time for use in current operations even if they have not yet reached maturity. As a result, we classify our investments, including securities with maturities beyond twelve months, as current assets in the accompanying condensed consolidated balance sheets.

Available-for-sale debt securities are recorded at fair value each reporting period. Unrealized gains and losses on available-for-sale debt securities are excluded from earnings and recorded as a separate component within accumulated other comprehensive income (loss) on the condensed consolidated balance sheets until realized. Interest is reported within interest income on the condensed consolidated statements of operations. We evaluate our available-for-sale debt securities to assess whether the amortized cost basis is in excess of estimated fair value and determine what amount of that difference, if any, is caused by expected credit losses. Allowance for credit losses are recognized as a charge in other income, net on the condensed consolidated statements of operations, and any remaining unrealized losses are included in accumulated other comprehensive income (loss) on the condensed consolidated balance sheets. The allowance for credit losses is zero at September 30, 2025 and December 31, 2024, and there were no credit losses recorded during the three and nine months ended September 30, 2025 and 2024.

Equity securities, which are composed of mutual funds and common stock, are recorded at fair value each reporting period, with changes in fair value of these investments, as well as dividends earned, recorded within other income, net on the condensed consolidated statements of operations.

We determine realized gains and losses on the sale of marketable securities based on the specific identification method and record such gains and losses within other income, net on the condensed consolidated statements of operations.

Recent Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which will require public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation table, as well as disclosure of income taxes paid disaggregated by jurisdiction. The standard is effective for our 2025 annual period and can be applied either prospectively or retrospectively. We are currently assessing the effect that the updated standard will have on our financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public business entities to provide disaggregated disclosures of relevant income statement expenses. The amendments aim to improve financial reporting by enhancing transparency in the notes to financial statements, specifically regarding expense categories. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is assessing the effect of this update on its condensed consolidated financial statements and related disclosures.

Note 4. Commitments and Contingencies

General

The Company has entered into, and expects to enter into from time to time in the future, license agreements, strategic alliance agreements, assignment agreements, research service agreements, and similar agreements related to the advancement of its product candidates and research and development efforts. Significant agreements (collectively, the “License, Strategic Alliance, and Research Agreements”) are described in detail in the Company’s 2024 Form 10-K. While specific amounts will fluctuate from quarter to quarter based on clinical trials progress, advancement and completion of research studies and manufacturing projects, and other factors, the Company believes its overall activities regarding License, Strategic Alliance, and Research Agreements are materially consistent with those described in the 2024 Form 10-K, as supplemented by the discussion in the following paragraph.

As described in the 2024 Form 10-K, the Company previously entered into a work order with Fortrea Inc. (“Fortrea”) to provide contract research organization (CRO) services in connection with the Company’s Phase 2 clinical trial for LP-300. While there has not yet been a formal amendment or contract termination, in July 2025, the Company and Fortrea determined that the CRO services being performed by Fortrea for the LP-300 Phase 2 clinical trial would be transitioned to other service providers.

In addition to the specific agreements described in the 2024 Form 10-K and the Fortrea work order matters described above, the Company has entered into, and will in the future enter into, other research and service provider agreements for the advancement of its product candidates and research and development efforts. The Company expects to pay additional amounts in future periods in connection with existing and future research and service provider agreements.

Set forth below are the approximate amounts expensed for License, Strategic Alliance, and Research Agreements during the three and nine months ended September 30, 2025 and 2024, respectively. These expensed amounts are included under research and development expenses in the accompanying condensed consolidated statements of operations, and also include estimated accruals in connection with the transition of Fortrea’s services.

Schedule of Research and Development

	2025		2024		2025		2024
	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Amount Expensed for License, Strategic Alliance, and Research Agreements	$	553,000	$	1,657,000	$	2,867,000	$	5,399,000

Set forth below at September 30, 2025 and December 31, 2024, respectively, are (1) the approximate amounts accrued and payable under License, Strategic Alliance, and Research Agreements, and (2) the approximate amount of prepaid expenses and other current assets under License, Strategic Alliance, and Research Agreements. These amounts are included in the accompanying condensed consolidated balance sheets.

	September 30, 2025		December 31, 2024

Amount accrued and payable under License, Strategic Alliance, and Research Agreements	$	886,000	$	1,725,000

Prepaid expenses and other current assets under License, Strategic Alliance, and Research Agreements	$	225,000	$	490,000

Actuate Therapeutics

In May 2021, the Company entered into a Collaboration Agreement with Actuate Therapeutics, Inc. (“Actuate”), a clinical stage private biopharmaceutical company focused on the development of compounds for use in the treatment of cancer, and inflammatory diseases leading to fibrosis. Pursuant to the agreement, the Company and Actuate have collaborated on utilization of the Company’s RADR® platform to develop novel biomarker derived signatures for use with one of Actuate’s product candidates. As part of the collaboration, the Company received 25,000 restricted shares of Actuate stock, subject to meeting certain conditions of the collaboration, as well as the potential to receive additional Actuate stock if results from the collaboration are utilized in future development efforts. In 2023, the term of the Collaboration Agreement was extended to continue until March 31, 2024. Certain affiliates of Bios Partners beneficially own greater than 10% of the Company’s common stock and also hold substantial beneficial ownership interests in Actuate. Through September 30, 2025, no revenues have been recognized under the Collaboration Agreement.

In August 2024, Actuate announced the closing of its initial public offering (“IPO”), which also included a reverse stock split. Following the reverse stock split and the IPO, the Company holds 13,889 shares of common stock, which can be sold by the Company without restriction in accordance with Rule 144 of the Securities Act of 1933. At September 30, 2025 and December 31, 2024, the Actuate common stock held by the Company had a fair value of approximately $93,000 and $111,000, respectively, which amounts were included in the caption marketable securities on the Company’s condensed consolidated balance sheets.

Note 5. Leases

The following provides balance sheet information related to leases as of September 30, 2025 and December 31, 2024:

	September 30, 2025		December 31, 2024
Assets
Operating lease, right-of-use asset, net	$	93,090	$	239,985
Liabilities
Current portion of operating lease liabilities	$	93,954	$	190,814
Operating lease liabilities, net of current portion		-		52,843
Total operating lease liabilities	$	93,954	$	243,657

At September 30, 2025, the future estimated minimum lease payments under non-cancelable operating leases are as follows:


2025 (remaining three months)	$	42,929
2026		54,744
Total minimum lease payments		97,673
Less amount representing interest		3,719
Present value of future minimum lease payments		93,954
Less current portion of operating lease liabilities		93,954
Operating lease liabilities, net of current portion	$	-

The Company leases office space in the Dallas, Texas and Atlanta, Georgia metropolitan areas under non-cancellable operating leases. In January 2023, the Company renewed its existing lease in the Atlanta area for an additional two years (“Colony Square Lease”). Effective August 31, 2024, the Colony Square Lease was terminated in conjunction with a new lease with the same landlord. The new lease began September 1, 2024 for a period of 24 months, requires payments of approximately $6,800 per month, and is subject to automatic renewal on a month-to-month basis unless the Company provides three-months written notice to the landlord. The exercise of lease renewal options is at the Company’s sole discretion and is assessed as to whether to include any renewals in the lease term at inception.

In January 2023, the Company also entered into two new leases in the Dallas area that commenced in March 2023 and May 2023, respectively (“Legacy West Leases”). Effective April 30, 2024, the Legacy West Leases were terminated in conjunction with a new lease with the same landlord. The new lease began May 1, 2024 for a period of 19 months, requires payments of approximately $11,200 per month, and is subject to automatic renewal on a month-to-month basis unless the Company provides three-months written notice to the landlord. The exercise of lease renewal options is at the Company’s sole discretion and is assessed as to whether to include any renewals in the lease term at inception. In September 2025, the Company signed a 12-month lease with the same landlord for a new space that requires monthly payments of $5,950 and commences on December 1, 2025, after the existing lease ends.

The following table provides a reconciliation for our operating right-of-use assets and operating lease liabilities:

	Operating			Operating
	Right-of- Use			Lease
	Assets			Liabilities
Balance at December 31, 2024	$	239,985		$	243,657
Amortizations and reductions		(146,895	)		(149,703	)
Balance at September 30, 2025	$	93,090		$	93,954

Other supplemental information related to operating leases is as follows:

	2025			2024
	As of September 30,
	2025			2024
Weighted average remaining term of operating leases (in years)		0.74			1.54
Weighted average discount rate of operating leases		9.50	%		9.50	%

The Company also leased office space in Dallas, Texas under month-to-month lease arrangements during the three and nine months ended September 30, 2025 and 2024. In April 2023, the Company entered into a 2 two-year lease for material storage and handling. In October 2025, the Company extended this lease to continue through September 2026. The lease is cancellable with 45-days’ written notice. Under these short-term leases, the Company elected the short-term lease measurement and recognition exemption under ASC 842 and recorded rent expense as incurred.

The components of lease expense were approximately as follows for the three and nine months ended September 30, 2025 and 2024:

Schedule of Lease Expense

	2025		2024		2025		2024
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
Operating lease cost	$	54,000	$	48,300	$	160,000	$	138,300
Short-term lease cost		4,200		4,800		13,800		14,100
Lease expense	$	58,200	$	53,100	$	173,800	$	152,400

During the nine months ended September 30, 2025 and 2024, cash used in operating activities associated with operating leases was approximately $162,000 and $140,000, respectively.

Note 6. Stockholders’ Equity

Common Stock

During the three and nine months ended September 30, 2025, the Company issued and expensed 30,000 shares of common stock with a fair value of approximately $134,000. These shares were issued outside of the Company’s Second Amended and Restated Lantern Pharma Inc. 2018 Equity Incentive Plan (“Lantern Pharma Inc. 2018 Equity Incentive Plan”).

During the nine months ended September 30, 2024, the Company issued 20,000 shares of restricted common stock to a consultant with a grant date fair value of approximately $81,000. The restricted shares vested on October 4, 2024. No expense was recorded related to these shares during the three and nine months ended September 30, 2024.

During the three and nine months ended September 30, 2025, 13,050 options were exercised for 13,050 shares of common stock at a price of $1.03 per share resulting in cash receipts of $13,442. No options were exercised during the three and nine months ended September 30, 2024.

In July 2025, the Company entered into the ATM, with ThinkEquity, pursuant to which the Company may offer and sell up to $15,530,000 of shares (“Placement Shares”) of its common stock from time to time, in an “at-the-market” offering to or through ThinkEquity. The Company pays ThinkEquity a commission of 3.0% of the aggregate gross proceeds from the sale of the Placement Shares pursuant to the ATM. The ATM contains customary representations, warranties and agreements of the Company, conditions to closing, indemnification rights and obligations of the parties, and termination provisions. The Company issued 212,444 shares of common stock to ThinkEquity during the three and nine months ended September 30, 2025, resulting in aggregate proceeds of $958,339, after commissions and transaction costs of $30,722.

As of September 30, 2025 and December 31, 2024, the Company had 25,000,000 authorized shares of Common Stock, of which 11,040,219 and 10,784,725 shares, respectively, were issued and outstanding.

Warrants

At September 30, 2025 and December 31, 2024, there were zero and 70,000 warrants outstanding, respectively. During the nine months ended September 30, 2025, warrants to purchase 70,000 shares expired unexercised. There were no warrant issuances or exercises during the three and nine months ended September 30, 2025.

During the three months ended September 30, 2024, the Company issued 2,088 shares of common stock relating to the cashless exercise of warrants to purchase 7,664 shares of common stock. During the nine months ended September 30, 2024, the Company issued 22,220 shares of common stock relating to the cashless exercise of warrants to purchase 86,685 shares of common stock. During the three months ended September 30, 2024, the Company issued 3,832 shares of common stock for aggregate proceeds of $11,994 relating to the exercise of warrants that were expiring. During the nine months ended September 30, 2024, the Company issued 21,313 shares of common stock for aggregate proceeds of $66,710 relating to the exercise of warrants that were expiring.

Options

On September 19, 2025 (the “Effective Date”), the Company’s stockholders approved a one-time stock option repricing (the “Option Repricing”) for certain previously granted and still outstanding options held by the Company’s employees and directors. Pursuant to the Option Repricing, stock options granted under the Lantern Pharma Inc. 2018 Equity Incentive Plan between June 15, 2020 and November 4, 2021 with an exercise price between $10.21 and $15.21 per share, were repriced to $5.04 per share, which was calculated as 125% of the Company’s average daily volume weighted average price as reported by Nasdaq Stock Market, measured over the 10 trading days ending and including the date the option repricing was approved by the Board of Directors (July 24, 2025).

Under the terms of the Option Repricing, a repriced option will only be exercisable at its original exercise price if, prior to the one-year anniversary of the Effective Date, (a) the option holder’s employment or service is terminated by the Company or by the option holder, or (b) the option is exercised. The repriced options otherwise retained their existing terms and conditions as set forth in the Lantern Pharma Inc. 2018 Equity Incentive Plan. The Option Repricing resulted in approximately $285,200 of incremental stock compensation expense, which was calculated using the Black-Scholes option-pricing model.

During the three and nine months ended September 30, 2025, the Company recognized incremental compensation cost of approximately $8,700 relating to the Option Repricing. At September 30, 2025, there was approximately $276,500 of unrecognized stock-based compensation expense, which is expected to be recognized on a straight-line basis over the remaining period between September 30, 2025 and the one-year anniversary of the date the Option Repricing was approved by the Company’s stockholders. The incremental cost is included in general and administrative expense and research and development expense on the condensed consolidated statements of operations and comprehensive loss.

A summary of stock option activity under the Lantern Pharma Inc. 2018 Equity Incentive Plan, as amended and restated, during the nine months ended September 30, 2025 is presented below:

Schedule of Stock Option Activity

	Options Outstanding
	Number of Shares			Weighted- Average Exercise Price Per Share
Outstanding December 31, 2024	1,245,694		$	5.72
Granted	5,000			4.46
Exercised	(13,050	)		1.03
Cancelled or expired	(18,816	)		7.28
Outstanding September 30, 2025	1,218,828		$	5.74

Options were exercisable for 1,071,082 shares of common stock at September 30, 2025 at a weighted average exercise price of $5.93 per share. The intrinsic value of options outstanding and exercisable at September 30, 2025 was approximately $1,554,000 and $1,531,000, respectively. The intrinsic value of options exercised during the three and nine months ended September 30, 2025 was approximately $45,000.

Stock-based compensation relating to stock options was as follows for the three and nine months ended September 30, 2025 and 2024:

Schedule of Stock-based Compensation

	2025		2024		2025		2024
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2025		2024		2025		2024
General and administrative	$	65,115	$	86,786	$	204,659	$	199,082
Research and development		78,570		92,380		247,402		248,312
Total stock-based compensation	$	143,685	$	179,166	$	452,061	$	447,394

Note 7. Marketable Securities

At September 30, 2025, debt and equity securities consisted of the following:

Schedule of Marketable of Securities

	Amortized		Unrealized		Aggregate
	Cost		Gains		Fair Value
Government and agency debt securities	$	7,181,562	$	940	$	7,182,502
Equity securities						2,887,571
					$	10,070,073

Included in cash and cash equivalents					$	6,096,983
Included in marketable securities					$	3,973,090

The contractual maturities of the Company’s debt securities, including approximately $5,682,000 classified in cash and cash equivalents, are as follows:

	As of
	September 30, 2025
Due within one year	$	7,182,502

Note 8. Fair Value Measurements

We determine the fair values of our financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value assumes that the transaction to sell the asset or transfer the liability occurs in the principal or most advantageous market for the asset or liability and establishes that the fair value of an asset or liability shall be determined based on the assumptions that market participants would use in pricing the asset or liability. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement. The fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

Level 3 - Inputs are unobservable inputs based on our assumptions.

Financial Assets

When available, our marketable securities are valued using quoted prices for identical instruments in active markets. If we are unable to value our marketable securities using quoted prices for identical instruments in active markets, we value our investments using broker reports that utilize quoted market prices for comparable instruments. As of September 30, 2025, our available-for-sale debt securities were valued through use of quoted prices for comparable instruments in active markets and are classified as Level 2, and our money markets, common stock and mutual funds were valued using quoted prices in active markets for identical assets and are classified as Level 1.

Based on our valuation of our marketable securities, we concluded that they are classified in either Level 1 or Level 2, and we have no financial assets measured using Level 3 inputs. The following table presents information about our assets that are measured at fair value on a recurring basis using the above input categories.

Description	Total		Level 1		Level 2		Level 3
	Fair Value Measurements as of September 30, 2025
Description	Total		Level 1		Level 2		Level 3
Government and agency debt securities	$	7,182,502	$	-	$	7,182,502	$	-
Money markets		415,126		415,126		-		-
Mutual funds – fixed income		1,529,648		1,529,648		-		-
Mutual funds – alternative investments		849,880		849,880		-		-
Common stock		92,917		92,917		-		-
Fair value recurring basis	$	10,070,073	$	2,887,571	$	7,182,502	$	-

Included in cash and cash equivalents	$	6,096,983
Included in marketable securities	$	3,973,090

Note 9. Loss Per Share of Common Shares

Basic loss per share is derived by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of securities, such as warrants and stock options, which would result in the issuance of incremental shares of common stock unless such effect is anti-dilutive. In calculating the basic and diluted net loss per share applicable to common stockholders, the weighted average number of shares remained the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation. Potentially dilutive securities outstanding that have been excluded from diluted loss per share due to being anti-dilutive include the following:

	2025		2024
	Outstanding at September 30,
	2025		2024
Warrants to purchase common stock		-		70,000
Unvested restricted shares of common stock		-		20,000
Stock options		1,218,828		1,274,546
Anti-dilutive securities		1,218,828		1,364,546

Note 10. Segment Reporting

The Company operates as one operating segment. The Company’s chief operating decision maker (“CODM”) is its chief executive officer, who reviews financial information presented on a condensed consolidated basis. The CODM uses expected research and development study and material costs; cash, cash equivalents and marketable securities balances; operating losses; and budget projections to assess financial performance and allocate resources. During the nine months ended September 30, 2025 and 2024, research and development study and material costs, which include clinical trial and product candidate manufacturing costs, were approximately $5,515,000 and $8,323,000, respectively. During the three months ended September 30, 2025 and 2024, research and development study and material costs, which include clinical trial and product candidate manufacturing costs, were approximately $1,443,000 and $2,475,000, respectively. These financial metrics are used by the CODM to make key operating decisions, such as which research and development studies to commence, extend or discontinue. See the condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024, as well as the condensed consolidated statements of operations for the three and nine months ended September 30, 2025 and 2024.

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

You should read the following discussion and analysis of our financial condition and plan of operations together with our condensed consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from the plans, intentions, expectations and other forward-looking statements included in the discussion below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those factors discussed in the Risk Factors section of our 2024 Form 10-K on file with the SEC.

Overview

We are an artificial intelligence (A.I.) focused company dedicated to developing cancer therapies and transforming the cost, pace, and timeline of oncology drug discovery and development. Our development portfolio includes three clinical stage oncology focused product candidates and consists of small molecules that others have tried, but failed, to develop into an approved commercialized drug, as well as new compounds that we are developing with the assistance of our proprietary A.I. platform and our biomarker driven approach. Our A.I. platform, known as RADR^®, currently includes over 200 billion data points, and uses big data analytics (combining molecular data, drug efficacy data, data from historical studies, data from scientific literature, phenotypic data from trials and publications, and mechanistic pathway data) and machine learning to rapidly uncover biologically relevant genomic signatures correlated to drug response, and then identify the cancer patients that we believe may benefit most from our compounds. This data-driven, genomically-targeted and biomarker-driven approach allows us to pursue a transformational drug development strategy that identifies, rescues or develops, and advances potential small molecule drug candidates at what we believe is a fraction of the time and cost associated with traditional cancer drug development.

We have active clinical programs for our three lead small molecule drug candidates: LP-300, LP-184, and LP-284. These programs are focused on multiple important cancer indications, including both solid tumors and blood cancers. We have established a wholly-owned subsidiary, Starlight Therapeutics, to focus exclusively on the clinical development of our promising opportunities for central nervous system (“CNS”) and brain cancers, many of which have no effective treatment options. We are also advancing an antibody-drug conjugate (“ADC”) program focused on developing highly specific ADCs with highly potent drug-payloads.

Our strategy is to both develop new drug candidates using our RADR^® platform, and other machine learning driven methodologies, and to pursue the development of drug candidates that have undergone previous clinical trial testing or that may have been halted in development or deprioritized because of insufficient clinical trial efficacy (i.e., a meaningful treatment benefit relevant for the disease or condition under study as measured against the comparator treatment used in the relevant clinical testing) or for strategic reasons by the owner or development team responsible for the compound. Importantly, these historical drug candidates appear to have been well-tolerated in many instances, and often have considerable data from previous toxicity, tolerability and ADME (absorption, distribution, metabolism, and excretion) studies that have been completed. Additionally, these drug candidates may also have a body of existing data supporting the potential mechanism(s) by which they achieve their intended biologic effect, but often require more targeted trials in a stratified group of patients to demonstrate statistically meaningful results. Our dual approach to both develop de-novo, biomarker-guided drug candidates and “rescue” historical drug-candidates by leveraging A.I., recent advances in genomics, computational biology and cloud computing is emblematic of a new era in drug development that is being driven by data-intensive approaches meant to de-risk development and accelerate the clinical trial process. In this context, we intend to create a diverse portfolio of oncology drug candidates for further development towards regulatory and marketing approval with the objective of establishing a leading A.I.-driven methodology for treating the right patient with the right oncology therapy.

A key component of our strategy is to target specific cancer patient populations and treatment indications identified by leveraging our RADR^® platform, a proprietary A.I. enabled engine created and owned by us. We believe the combination of our therapeutic area expertise, our A.I. expertise, and our ability to identify and develop promising drug candidates through our collaborative relationships with research institutions in selected areas of oncology gives us a significant competitive advantage. Our RADR^® platform has been developed and refined over the last several years and integrates billions of data points immediately relevant for oncology drug development and patient response prediction using artificial intelligence and proprietary machine learning algorithms. By identifying clinical candidates, together with relevant genomic and phenotypic data, we believe our approach will help us design more efficient pre-clinical studies, and more targeted clinical trials, thereby accelerating our drug candidates’ time to approval and eventually to market. Although we have not yet applied for or received regulatory or marketing approval for any of our drug candidates, we believe our RADR^® platform has the ability to reduce the cost and time to bring drug candidates to specifically targeted patient groups. We believe we have developed a sustainable and scalable biopharma business model by combining a unique, oncology-focused big-data platform that leverages artificial intelligence along with active clinical and preclinical programs that are being advanced in targeted cancer therapeutic areas to address today’s treatment needs.

Our current portfolio consists of three lead drug candidates that are in clinical phases (known as LP-300, LP-184 and LP-284) and an Antibody Drug Conjugate (ADC) program that is in preclinical research optimization. In January 2023, we formed a wholly owned subsidiary, Starlight Therapeutics Inc. (“Starlight”), to develop drug candidate LP-184’s central nervous system (CNS) and brain cancer indications – including glioblastoma (GBM), brain metastases (brain mets.), and several rare pediatric CNS cancers. Following the formation of Starlight, we may also refer to the molecule LP-184, as it is developed in CNS indications, as “STAR-001”. All of these drug candidates and our ADC program are leveraging precision oncology, A.I. and genomic driven approaches to accelerate and direct development efforts.

We are conducting a targeted phase 2 trial (the Harmonic™ trial) for LP-300 in never smoking patients with advanced non-small cell lung cancer (“NSCLC”) in combination with chemotherapy, under an existing investigational new drug application. Our candidate LP-184 has shown promising in-vitro and in vivo anticancer activity in multiple solid tumor indications (including pancreatic, lung, bladder, glioblastoma and triple negative breast cancer), and enrollment was recently completed in a Phase 1a clinical trial for LP-184. Based on the results and insights from the LP-184 Phase 1a clinical trial, we are advancing and optimizing development plans for multiple future LP-184 clinical studies. Our candidate LP-284 has shown promising in-vitro and in vivo anticancer activity in multiple hematological cancers, which are distinct from the indications targeted by LP-184. LP-284 is advancing in a Phase 1A clinical trial.

Our ADC program has also continued to advance. During 2024 and in 2025, we continued to apply our RADR^® A.I. platform to advance and refine an A.I. powered module focused on improving the precision, cost and timelines of ADC development for cancer. In 2023, we entered into a research collaboration with Bielefeld University in Germany focused on development of ADCs utilizing cryptophycin as the ADC drug-payload. Cryptophycins are promising antitumor molecules that have demonstrated potency at ultra-low, picomolar, concentrations. In a broad range of preclinical studies, the cryptophycin-ADC synthesized as part of the Bielefeld collaboration demonstrated promising picomolar level potency and anti-tumor activity in multiple solid tumor cell lines, including breast, bladder, colorectal, gastric, pancreatic and ovarian.

In addition to our lead drug candidates and ADC program, we also have an additional drug candidate, LP-100, that we believe has potential for future development in combination with the class of anticancer agents known as PARP inhibitors (PARPi). For LP-100, as well as our lead drug candidate LP-300, we have leveraged data from prior preclinical studies and clinical trials, along with insights generated from our A.I. platform, to target the types of tumors and patient groups we believe will be most responsive to the drug. Both LP-100 and LP-300 showed promise in important patient subgroups, but failed pivotal Phase 3 trials when the overall results did not meet the predefined clinical endpoints. We believe that this was due to a lack of biomarker-driven patient stratification.

LP-300 has been studied in multiple randomized, controlled, multi-center non-small cell lung cancer, or NSCLC, trials that included administration of either paclitaxel and cisplatin and/or docetaxel and cisplatin. LP-100 has previously been in a genomic signature guided phase 2 clinical trial in Denmark for patients with metastatic castration resistant prostate cancer (mCRPC). 9 patients (out of a targeted enrollment of 27) were treated in the trial. The median overall survival (OS) for the initial group of 9 patients was approximately 12.5 months, which is an improvement over other similar fourth-line treatment regimens for mCRPC. Based on our evaluation of the synergies of LP-100 with PARP inhibitors, the decision was made in the first quarter of 2023 to close the phase 2 clinical trial in Denmark, to allow the focus of LP-100-directed resources on positioning the molecule for development in earlier lines of therapy with potentially larger market opportunities. LP-100 was previously out-licensed by us to Allarity Therapeutics A/S. In July 2021, we entered into an Asset Purchase Agreement to reacquire global development and commercialization rights for LP-100 from Allarity.

Our development strategy is to pursue an increasing number of oncology focused, molecularly targeted therapies where artificial intelligence and genomic data can help us provide biological insights, reduce the risk associated with development efforts and help clarify potential patient response. We plan on strategically evaluating these on a program-by-program basis as they advance into clinical development, either to be done entirely by us, or with licensing partners, to maximize the commercial opportunity and reduce the time it takes to bring the right drug to the right patient.

To date, except for a prior research grant, we have not generated any revenue, we have incurred net losses and our operations have been financed primarily by sales of our equity securities. Our net losses were approximately $13,050,000 and $14,906,000 for the nine months ended September 30, 2025 and 2024, respectively.

Our net losses have primarily resulted from costs incurred in licensing and developing the drug candidates in our pipeline, planning, preparing and conducting preclinical studies and clinical testing, and general and administrative activities associated with our operations. We expect to continue to incur significant expenses and corresponding operating losses for the foreseeable future as we continue to develop our pipeline. Our costs may further increase as we conduct additional preclinical studies and clinical trials and potentially seek regulatory clearance for and prepare to commercialize our drug candidates. We expect to incur significant expenses to continue to build the infrastructure necessary to support our expanded operations, preclinical studies, clinical trials, and commercialization, including manufacturing, marketing, sales and distribution functions. We have experienced and will continue to experience substantial costs associated with operating as a public company.

Components of Our Results of Operations

Revenues

We did not recognize revenues for the three and nine-month periods ended September 30, 2025 and 2024.

Expenses

Our research and development expenses by project category for the three and nine months ended September 30, 2025 are as follows:

	Three Months		Nine Months
	Ended September 30, 2025		Ended September 30, 2025
LP-300	$	1,020,079	$	3,192,736
LP-184		798,986		3,420,893
LP-284		221,221		965,575
LP-100		32,661		93,311
ADC Program		748		15,124
RADR^®Platform		284,657		801,800
Other		78,619		279,866
Total research and development expenses	$	2,436,971	$	8,769,305

We expect that our research and development expenses will fluctuate from quarter to quarter and year to year. We expect that our research and development expenses will increase substantially over time, based on the progress of our clinical trials for LP-300, LP-184 and LP-284, and other programs and drug candidates. We expect to make substantial expenditures associated with research and service provider agreements for the advancement of our drug candidates and research and development efforts.

Because of the numerous risks and uncertainties associated with product development, we cannot determine with certainty the duration and completion costs of these or other current or future clinical trials of LP-300, LP-184, LP-284 or our other drug candidates. We may never succeed in achieving regulatory approval for LP-300, LP-184, LP-284, or any of our other drug candidates. The duration, costs and timing of clinical trials and development of our drug candidates will depend on a variety of factors, including the uncertainties of future clinical and preclinical studies, uncertainties in clinical trial enrollment rates, significant and changing government regulation, and geopolitical risk, including in Taiwan where we are pursuing clinical testing of LP-300. In addition, the probability of success for each drug candidate will depend on numerous factors, including competition, manufacturing capability and commercial viability.

General and Administrative

General and administrative expenses consist primarily of salaries and related costs for employees in executive, finance and administration, corporate development and administrative support functions, including stock-based compensation expenses and benefits. Other significant general and administrative expenses include accounting and legal services, insurance, the cost of various consultants, occupancy costs, investor relations and information systems costs.

We expect fluctuating and increased administrative costs over time resulting from our existing and anticipated clinical trials and the potential commercialization of our drug candidates. We believe that these increases will likely include increased costs for hiring additional administrative personnel to support future market research and future product commercialization efforts and increased fees for outside consultants, attorneys and accountants.

Summary Results of Operations for the Three and Nine Months Ended September 30, 2025 and 2024 (unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
Operating expenses:
General and administrative	$	1,912,829		$	1,462,930		$	5,006,427		$	4,463,869
Research and development		2,436,971			3,716,646			8,769,305			11,856,169
Total operating expenses		4,349,800			5,179,576			13,775,732			16,320,038
Loss from operations		(4,349,800	)		(5,179,576	)		(13,775,732	)		(16,320,038	)
Interest income		100,921			191,352			365,456			580,962
Other income, net		71,456			482,527			365,055			833,063
NET LOSS	$	(4,177,423	)	$	(4,505,697	)	$	(13,045,221	)	$	(14,906,013	)

Comparison of the Three Months Ended September 30, 2025 and 2024

General and Administrative Expenses

General and administrative expenses increased approximately $450,000, or 31%, from approximately $1,463,000 for the three months ended September 30, 2024 to approximately $1,913,000 for the three months ended September 30, 2025. The increase was primarily attributable to increases in business development and investor relations expenditures of approximately $321,000, increases in other professional fees of approximately $57,000, increases in patent costs of approximately $37,000, increases in payroll and compensation expenses of approximately $21,000, and increases in office and administrative costs of approximately $14,000.

Research and Development Expenses

Research and development expenses decreased approximately $1,280,000, or 34%, from approximately $3,717,000 for the three months ended September 30, 2024 to approximately $2,437,000 for the three months ended September 30, 2025. The decrease was primarily attributable to decreases in research studies and materials of approximately $1,032,000 relating to the conduct and support of clinical trials, decreases in consulting expenses of approximately $55,000 and decreases in payroll and compensation expenses of approximately $224,000. This was partially offset by increases in licensing expenses of approximately $31,000.

Interest and Other Income, Net

Interest income decreased approximately $90,000, or 47%, from approximately $191,000 for the three months ended September 30, 2024 to approximately $101,000 for the three months ended September 30, 2025. Other income, net decreased approximately $412,000 from a gain of approximately $483,000 for the three months ended September 30, 2024 to a gain of approximately $71,000 for the three months ended September 30, 2025. This decrease was primarily attributable to decreases in dividend income and other investment income of approximately $134,000 and $201,000, respectively, as well as declines in foreign currency gains of approximately $70,000 and declines in research and development tax incentives related to our Australia subsidiary of approximately $7,000.

Comparison of the Nine Months Ended September 30, 2025 and 2024

General and Administrative Expenses

General and administrative expenses increased approximately $542,000, or 12%, from approximately $4,464,000 for the nine months ended September 30, 2024 to approximately $5,006,000 for the nine months ended September 30, 2025. The increase was primarily attributable to increases in other professional fees of approximately $259,000, increases in office and administrative expenses of approximately $132,000, increases in payroll and compensation expenses of approximately $66,000, increases in patent and legal expenses of approximately $54,000, increases in corporate insurance expenses of approximately $35,000, rent expense increases of approximately $19,000, and increases in office and administrative expenses of approximately $18,000. These increases were offset, in part, by declines in travel costs of approximately $29,000 and decreases in state and local taxes of approximately $12,000.

Research and Development Expenses

Research and development expenses decreased approximately $3,087,000, or 26%, from approximately $11,856,000 for the nine months ended September 30, 2024 to approximately $8,769,000 for the nine months ended September 30, 2025. The decrease was primarily attributable to decreases in research studies of approximately $2,808,000 relating to the conduct and support of clinical trials, decreases in payroll and compensation expenses of approximately $294,000 and decreases in consulting expenses of approximately $79,000. This was partially offset by increases in licensing expenses of approximately $94,000.

Interest and Other Income, Net

Interest income decreased approximately $216,000 from approximately $581,000 for the nine months ended September 30, 2024 to approximately $365,000 for the nine months ended September 30, 2025. Other income, net decreased approximately $468,000 from a gain of approximately $833,000 for the nine months ended September 30, 2024 to a gain of approximately $365,000 for the nine months ended September 30, 2025. This decrease was primarily attributable to decreases in dividend income and investment income of approximately $431,000 and $142,000, respectively, as well declines in research and development tax incentives related to our Australia subsidiary of approximately $6,000. These declines were partially offset by an increase of approximately $111,000 in foreign currency gains.

Cash Flows

The following table summarizes our cash flow for the periods indicated:

	For the Nine Months Ended September 30,
	2025			2024
	(Unaudited)
Net cash flows used in operating activities	$	(12,884,867	)	$	(13,841,414	)
Net cash flows provided by (used in) investing activities		12,761,027			(77,886	)
Net cash flows provided by financing activities		971,781			66,710
Effect of foreign exchange rates on cash		30,466			17,660
Net increase (decrease) in cash and cash equivalents	$	878,407		$	(13,834,930	)

Operating Activities

For the nine months ended September 30, 2025, net cash used in operating activities was approximately $12,885,000 compared to approximately $13,841,000 for the nine months ended September 30, 2024. The primary cause of the reduction in cash used is a decrease in net loss of approximately $1,861,000 during the nine months ended September 30, 2025 when compared to the nine months ended September 30, 2024. This reduction in cash flow uses was offset, in part, by a decrease in accounts payable and accrued expenses of approximately $195,000 during the nine months ended September 30, 2025, which increased the use of cash, compared to an increase in accounts payable and accrued expenses of approximately $899,000 during the nine months ended September 30, 2024.

Investing Activities

For the nine months ended September 30, 2025, net cash provided by investing activities was approximately $12,761,000 compared to $78,000 of net cash used in investing activities for the nine months ended September 30, 2024. The increase in cash provided by investing activities is primarily related to an increase in net redemptions of investments in marketable securities during the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024.

Financing Activities

Net cash provided by financing activities was approximately $972,000 during the nine months ended September 30, 2025 compared to $67,000 during the nine months ended September 30, 2024. The increase in cash provided by financing activities is primarily related to the issuance of common stock through our ATM Sales Agreement with ThinkEquity LLC during the nine months ended September 30, 2025.

Operating Capital and Capital Expenditure Requirements

As of September 30, 2025, we had total assets of approximately $13.6 million and working capital of approximately $9.4 million. As of September 30, 2025, our liquidity included approximately $12.4 million of cash, cash equivalents and marketable securities. We plan to pursue periodic capital raises and also plan to apply for grant funding in the future to assist in supporting our capital needs. In July 2025, we entered into the ATM with ThinkEquity, as sales agent, pursuant to which we may offer and sell up to $15,530,000 of our common stock from time to time, in “at-the-market” offerings to or through our sales agent. During the quarter ended September 30, 2025, we sold 212,444 shares of common stock under the ATM for the gross proceeds of $989,061 and paid ThinkEquity $29,672 of commissions. Between October 1, 2025 and the date of this report, we have sold an additional 144,204 shares of common stock under the ATM for the gross proceeds of $634,333 and paid ThinkEquity $19,030 of commissions. We may also explore the possibility of additional manners of offering our equity securities and entering into commercial credit facilities as an additional source of liquidity. We believe that our cash, cash equivalents, and marketable securities on hand as of the date of this report will enable us to fund our anticipated operating expenses and capital expenditure requirements until at least approximately late June 2026 to mid August 2026. We will need substantial additional funding in the near future, and if we are unable to raise capital when needed, we could be forced to delay, reduce or eliminate our drug development programs or commercialization efforts.

Our ability to continue as a going concern is highly contingent on the ability to raise additional capital for ongoing research and development and clinical trials as we expect to continue incurring losses for the foreseeable future. The financial statements contained in this Quarterly Report on Form 10-Q have been prepared assuming that we will continue as a going concern, and do not include any adjustments that may be necessary should we be unable to continue as a going concern. We have incurred, and anticipate we will continue to incur, losses and generate negative operating cash flows and as such will require substantial additional funding in the near future to continue our research and development activities. These factors raise substantial doubt about our ability to continue as a going concern in the absence of obtaining substantial additional funding. While we plan to pursue periodic capital raises, including additional potential sales under the ATM, no assurance can be given that sufficient funding will be available when needed to allow us to continue as a going concern.

We expect to incur significant, fluctuating and often increasing operating losses at least for the next several years as we continue our clinical development of LP-300, LP-184 and LP-284, pursue development of our other drug candidates and programs, and seek potential future marketing approval for our drug candidates, which could be several years in the future, if at all. We do not expect to generate revenue, other than possible license and grant revenue, unless and until we successfully complete development and obtain regulatory approval for our therapeutic candidates. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our existing and planned clinical trials and our expenditures on other research and development activities.

We have based our projections of operating capital requirements on assumptions that may prove to be incorrect and we may use all of our available capital resources sooner than we expect. Because of the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical products, we are unable to estimate the exact amount of our operating capital requirements. We anticipate that our expenses will increase substantially as we:

	●	continue the development, including preclinical studies and clinical trials, of our drug candidates;

	●	initiate preclinical studies and clinical trials for any additional indications for our current drug candidates and any future drug candidates that we may pursue;

	●	continue to build our portfolio of drug candidates through the acquisition or in-license of additional drug candidates or technologies;

	●	continue to develop, maintain, expand and protect our intellectual property portfolio;

	●	pursue regulatory approvals for those of our current and future drug candidates that successfully complete clinical trials;

	●	ultimately establish a sales, marketing, distribution and other commercial infrastructure to commercialize any drug candidate for which we may obtain marketing approval;

	●	hire additional clinical, regulatory, scientific and accounting personnel;

	●	incur additional legal, accounting and other expenses in operating as a public company; and

	●	continue to develop, maintain, and expand our RADR^® platform.

We expect that we will need to obtain substantial additional funding in order to complete our clinical trials. To the extent that we raise additional capital through the sale of common stock, convertible securities or other equity securities, the ownership interests of our existing stockholders may be materially diluted and the terms of these securities could include liquidation or other preferences that could adversely affect the rights of our existing stockholders. In addition, debt financing, if available, would result in increased fixed payment obligations and may involve agreements that include restrictive covenants that limit our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends, that could adversely impact our ability to conduct our business. If we are unable to raise capital when needed or on attractive terms, we could be forced to significantly delay, scale back or discontinue the development or commercialization of LP-300, LP-184, LP-284, and/or our other drug candidates and programs, seek collaborators at an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available, and relinquish or license, potentially on unfavorable terms, our rights to LP-300, LP-184, LP-284, and/or other drug candidates and programs that we otherwise would seek to develop or commercialize ourselves.

Critical Accounting Estimates

There have been no changes to our critical accounting estimates during the nine months ended September 30, 2025.

Quantitative and Qualitative Disclosure About Market Risk

Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates. Fixed rate securities may have their market value adversely affected due to a rise in interest rates. Accordingly, our future investment income may fluctuate as a result of changes in interest rates, or we may suffer losses in principal if we are forced to sell securities that decline in market value as a result of changes in interest rates.

Historically, we have raised capital through the issuance of equity securities. We had no long-term debt outstanding as of September 30, 2025 and December 31, 2024.

We do not believe that our cash and cash equivalents have significant risk of default or illiquidity. Our cash and cash equivalents consist primarily of cash and money market funds. Our exposure to market risk relating to cash and cash equivalents due to changes in interest rates is limited because our cash and cash equivalents have a short-term maturity and are used primarily for working capital purposes. Our marketable securities have had and may in the future have their market value adversely affected due to rises in interest rates. While we believe our cash, cash equivalents and marketable securities do not contain excessive risk, we cannot provide absolute assurance that in the future our investments will not be subject to adverse changes in market value. In addition, we maintain significant amounts of cash and cash equivalents at one or more financial institutions that from time to time may be in excess of federally insured limits. Interest bearing and non-interest bearing accounts we hold at banking institutions are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. From time to time, some of our cash balances held at banking institutions may be in excess of FDIC coverage. We consider this to be a normal business risk.

We formed a wholly owned subsidiary, Lantern Pharma Australia Pty Ltd, in Australia in September 2021 and experienced foreign currency gains of approximately $138,000 and $28,000 for the nine months ended September 30, 2025 and 2024, respectively in connection with this subsidiary. We will remain subject to the risk of foreign currency losses in future periods, although we do not expect the impact of any foreign currency losses to be material. We do not participate in any foreign currency hedging activities, and we do not have any other derivative financial instruments.

Inflation generally affects us by increasing our cost of labor and clinical trial costs. We do not believe that inflation has had a material effect on our results of operations during the periods presented. Inflation could have a greater impact on our future results of operations if it remains at current levels or increases.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a Smaller Reporting Company we are exempt from the requirements of Item 3.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on such evaluation of our disclosure controls and procedures as of September 30, 2025, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures, as defined above, were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting.

There were no changes in our internal control over financial reporting that occurred during the three months ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls.

Our management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are 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. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II – OTHER INFORMATION

Item 1A. Risk Factors.

As a Smaller Reporting Company we are exempted from the requirements of Item 1A.

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

During the three months ended September 30, 2025, the Company issued 30,000 shares of common stock to a consultant in exchange for services having a fair value of approximately $134,000. The shares were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”), set forth at Section 4(a)(2) of the Act.

Item 6. Exhibits.

Exhibit No.	Exhibit Description	Method of Filing
3.1	Amended and Restated Certificate of Incorporation	Incorporated by reference from the Registrant’s Current Report on Form 8-K filed June 17, 2020

3.2	By-Laws	Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed April 16, 2020

3.3	Amendment No. 1 to By-Laws	Incorporated by reference from the Registrant’s Current Report on Form 8-K filed May 24, 2024

3.4	Amendment No. 2 to By-Laws	Incorporated by reference from Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed July 29, 2025

10.1	Amendment to Second Amended and Restated Lantern Pharma Inc. 2018 Equity Incentive Plan, as amended	Incorporated by reference from Exhibit A to Registrant’s Definitive Proxy Statement filed April 29, 2024

10.2	ATM Sales Agreement, dated July 3, 2025, by and between Lantern Pharma Inc. and ThinkEquity LLC	Incorporated by reference from Exhibit 1.1 to the Registrant’s Current Report on Form 8-K filed July 3, 2025

31.1	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed electronically herewith

31.2	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.	Filed electronically herewith

SEC Form 10-Q filed by Lantern Pharma Inc.