{"url_path":"/sec/juns/10-q/2026/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/1679628/0001493152-26-023164-index.html","accession_number":"0001493152-26-023164","cik":"0001679628","ticker":"JUNS","issuer_name":"JUPITER NEUROSCIENCES, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1679628/0001493152-26-023164-index.html","primary_entity_key":"0001679628","primary_entity_name":"JUPITER NEUROSCIENCES, 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EXCHANGE COMMISSION**\n\n**Washington,\nDC 20549**\n\n \n\n**FORM\n10-Q**\n\n \n\n(Mark\nOne)\n\n \n\n☒\nQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\n \n\nFor\nthe quarterly period ended March 31, 2026\n\n \n\n☐\nTRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT\n\n \n\nFor\nthe transition period from __________ to ___________\n\n \n\nCommission\nfile number: 001-41265\n\n \n\n**JUPITER\nNEUROSCIENCES, INC.**\n\n(Exact\nname of registrant as specified in its charter)\n\n \n\nDelaware\n \n47-4828381\n\n(State\nof Incorporation)\n \n(IRS\nEmployer ID Number)\n\n \n\n1001\nNorth US HWY 1, Suite 504\n\nJupiter,\nFL\n\n33477 \n\n(Address\nof Principal Executive Offices)\n\n(561)\n406-6154\n\n(Registrant’s\nTelephone number)\n\n \n\nSecurities\nregistered pursuant to Section 12(b) of the Act:\n\n \n\n**Title\nof each class**\n \n**Trading\nSymbol(s)**\n \n**Name\nof each exchange on which registered**\n\nCommon\nStock, par value $0.0001 per share\n \nJUNS\n \nThe\nNasdaq Capital Market\n\n \n\nIndicate\nby check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange\nAct of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has\nbeen subject to the filing requirements for the past 90 days.\n\n \n\nYes\n☒\nNo\n☐\n\n \n\nIndicate\nby check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule\n405 for Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant\nwas required to submit such files).\n\n \n\nYes\n☒\nNo\n☐\n\n \n\nIndicate\nby check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting\ncompany or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”\n“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.\n\n \n\nLarge\naccelerated filer\n☐\nAccelerated\nfiler\n☐\n\nNon-accelerated\nfiler\n☒\nSmaller\nreporting company\n☒\n\n \n \nEmerging\ngrowth company\n☒\n\n \n\nIf\nan emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for\ncomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐\n\n \n\nIndicate\nby check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).\n\n \n\nYes\n☐\nNo\n☒\n\n \n\nIndicate\nthe number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.\n\n \n\nAs\nof May 14, 2026, there were 36,281,252 shares of Common Stock, par value $0.0001 per share (“Common Stock”) issued and outstanding.\n\n \n\n \n\n \n\n \n\n \n\n \n\n**TABLE\nOF CONTENTS**\n\n \n\n \nPage\n\n**PART\nI - FINANCIAL INFORMATION**\n3\n\n[Item\n1. Financial Statements (unaudited)](#su_001)\n3\n\n[Condensed\nConsolidated Balance Sheets](#su_002)\n4\n\n[Condensed\nConsolidated Statements Of Operations](#su_003)\n5\n\n[Condensed\nConsolidated Statements Of Changes In Stockholders’ Equity (Deficit)](#su_004)\n6\n\n[Condensed\nConsolidated Statements Of Cash Flows](#su_005)\n7\n\n[Notes\nTo Condensed Consolidated Financial Statements](#su_006)\n8\n\n[Item\n2. Management’s Discussion And Analysis Of Financial Condition And Results Of Operations.](#su_007)\n19\n\n[Item\n3. Quantitative And Qualitative Disclosures About Market Risk.](#su_008)\n25\n\n[Item\n4. Controls And Procedures](#su_009)\n25\n\n**PART\nII - OTHER INFORMATION**\n26\n\n[Item\n1. Legal Proceedings](#su_011)\n26\n\n[Item\n1A. Risk Factors](#su_012)\n26\n\n[Item\n2. Unregistered Sales Of Equity Securities And Use Of Proceeds](#su_013)\n26\n\n[Item\n3. Defaults Upon Senior Securities](#su_014)\n26\n\n[Item\n4. Mine Safety Disclosures](#su_015)\n26\n\n[Item\n5. Other Information](#su_016)\n26\n\n[Item\n6. Exhibits](#su_017)\n27\n\n[Signatures](#su_018)\n28\n\n \n\ni\n\n \n\n \n\n**CAUTIONARY\nNOTE REGARDING FORWARD-LOOKING STATEMENTS**\n\n \n\nThis\nQuarterly Report on Form 10-Q for the three months ended March 31, 2026 (the “Quarterly Report on Form 10-Q”) contains “forward-looking\nstatements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform\nAct of 1995. When used in this Quarterly Report on Form 10-Q, the words “anticipate,” “believe,” “continue,”\n“could,” “estimate,” “expect,” “forecast”, “intend,” “may,” “might,”\n“plan,” “possible,” “potential,” “predict,” “project,” “propose,”\n“seeks,” “should,” “would” and variations of these words or similar expressions (or the negative\nversions of such words or expressions) are intended to identify forward-looking statements.\n\n \n\nThe\nforward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning\nfuture developments and their potential effects on us. These forward-looking statements are not guarantees for future performance, conditions\nor results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are\noutside the Company’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking\nstatements. Factors that could cause or contribute to these differences include, but are not limited to, those identified below and those\ndiscussed in the section titled Risk Factors in this filing and our Annual Report on Form 10-K for the fiscal year ended December 31,\n2025 filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2026 (the “Annual Report on Form 10-K”):\n\n \n\n●Our\nsubstantial amount of indebtedness associated with the convertible promissory notes issued\nin connection with the Standby Equity Purchase Agreement may adversely affect our cash flow\nand our ability to operate our business, remain in compliance with debt covenants and make\npayments on our indebtedness;\n\n \n\n●Low\ntrading volume in our common stock may limit or prevent our ability to draw on the Standby\nEquity Purchase Agreement to pay down the convertible promissory notes;\n\n \n\n●We\nhave not generated meaningful revenue from product sales to date, have incurred significant\nnet losses since our inception, and expect to continue to incur significant net losses for\nthe foreseeable future;\n\n \n\n●Our\nmanagement has concluded that factors raise substantial doubt about our ability to continue\nas a going concern and our auditor has included an explanatory paragraph relating to our\nability to continue as a going concern in its audit report;\n\n \n\n●We\nwill require substantial additional capital to finance our operations. If we are unable to\nraise such capital when needed, or on acceptable terms, we may be forced to delay, reduce\nand/or eliminate one or more of our research and drug development programs or future commercialization\nefforts;\n\n \n\n●Raising\nadditional capital may cause substantial dilution to our stockholders, restrict our operations\nor require us to relinquish rights to our technologies or product candidates;\n\n \n\n●Our\nbusiness and future prospects with the Nugevia brand and our pharmaceutical products are\nsignificantly dependent on our exclusive, worldwide license agreement with Aquanova. Any\nadverse development related to this license agreement could materially and adversely affect\nour operations, financial condition, and results of operations;\n\n \n\n●Clinical\ndrug development involves a lengthy and expensive process with an uncertain outcome. The\nclinical trials of our product candidate may not demonstrate safety and efficacy to the satisfaction\nof the FDA, EMA or other comparable foreign regulatory authorities or otherwise produce positive\nresults and the results of preclinical studies and early clinical trials may not be predictive\nof future results. We may incur additional costs or experience delays in completing, or ultimately\nbe unable to complete, the development and commercialization of our product candidates;\n\n \n\n●We\nhave limited resources and are currently focusing the majority of our efforts on developing\nJOTROL™ for particular indications. As a result, we may fail to capitalize on other\nindications or product candidates that may ultimately have proven to be more profitable;\n\n \n\n●We\nface significant competition and if our competitors develop and market technologies or products\nmore rapidly than we do or that are more effective, safer or less expensive than the products\nwe develop, our commercial opportunities will be negatively impacted;\n\n \n\n \n\n \n\n \n\n●We\nmay not be successful in our efforts to develop our proprietary drug delivery platform, JOTROL™,\nto build a pipeline of indications;\n\n \n\n●The\nFDA, EMA and other comparable foreign regulatory authorities may not accept data from trials\nconducted in locations outside of their jurisdiction;\n\n \n\n●We\nmay face difficulties from changes to current regulations and future legislation;\n\n \n\n●Our\nsuccess is highly dependent on our ability to attract and retain highly skilled executive\nofficers and employees;\n\n \n\n●The\nCompany’s failure to meet the continued listing requirements of The Nasdaq Capital\nMarket could result in a delisting of its securities;\n\n \n\n●The\nprice of our common stock could be subject to rapid and substantial volatility. A “short\nsqueeze” due to a sudden increase in demand for shares of our common stock could lead\nto extreme price volatility in shares of our common stock. As a relatively small-capitalization\ncompany with relatively small public float, we may experience greater stock price volatility,\nextreme price run-ups, lower trading volume and less liquidity than large-capitalization\ncompanies. In addition, if the trading volumes of our common stock are low, persons buying\nor selling in relatively small quantities may easily influence prices of our common stock.\nThis low volume of trades could also cause the price of our common stock to fluctuate greatly,\nwith large percentage changes in price occurring in any trading day session. Holders of our\ncommon stock may also not be able to readily liquidate their investment or may be forced\nto sell at depressed prices due to low volume trading;\n\n \n\n●The\neffects of the recent disruptions to and volatility in the credit and financial markets in\nthe United States and worldwide from the conflict between Russia and Ukraine as well as the\nconflict in the Middle East; and\n\n \n\n●Other\nrisks and uncertainties, including those listed under the captions “*Organization and Description\nof Business*,” “*Risk Factors*,” and “*Management’s\nDiscussion and Analysis of Financial Condition and Results of Operations.*\n\n \n\nShould\none or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in\nmaterial respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking\nstatements, whether as a result of new information, future events or otherwise, except as required by law.\n\n \n\n2\n\n \n\n** **\n\n**JUPITER\nNEUROSCIENCES, INC.**\n\n \n\nPART\nI - FINANCIAL INFORMATION\n\n \n\n3\n\n \n\n \n\n**JUPITER\nNEUROSCIENCES, INC.**\n\n**CONDENSED\nCONSOLIDATED BALANCE SHEETS**\n\n**(Unaudited)**\n\n \n\n \n\n  \nMarch 31,\n2026  \nDecember 31,\n2025 \n\n  \n   \n   \n\nAssets \n    \n   \n\nCurrent Assets: \n    \n   \n\nCash \n$2,362,749  \n$3,789,342 \n\nAccounts receivable \n -  \n 2,637 \n\nPrepaid contracts \n 766,667  \n 766,667 \n\nInventory, net \n 148,068  \n 159,790 \n\nOther current assets \n 132,696  \n 106,542 \n\nTotal current assets \n 3,410,180  \n 4,824,978 \n\n  \n    \n   \n\nOperating lease right of use asset, net \n 11,607  \n 23,214 \n\nPrepaid contracts, noncurrent \n 523,014  \n 712,055 \n\nOther assets \n 3,783  \n 3,783 \n\nTotal assets \n$3,948,584  \n$5,564,030 \n\n  \n    \n   \n\nLiabilities and Stockholders’ Deficit \n    \n   \n\nCurrent Liabilities: \n    \n   \n\nAccounts payable and accrued expenses \n$474,636  \n$638,646 \n\nAccrued compensation \n 1,422,612  \n 1,397,357 \n\nAccrued interest \n -  \n 39,829 \n\nDeferred revenue \n -  \n 735 \n\nOperating lease liability \n 8,508  \n 21,247 \n\nConvertible notes payable, fair value \n 4,824,411  \n 5,298,068 \n\nRefund liability \n \n1,874\n  \n - \n\nTotal current liabilities \n 6,732,041  \n 7,395,882 \n\n  \n    \n   \n\nTotal liabilities \n 6,732,041  \n 7,395,882 \n\n  \n    \n   \n\nCommitments and Contingencies (Note 7) \n -  \n   \n\n  \n    \n   \n\nStockholders’ Deficit: \n    \n   \n\nSeries A preferred stock, par value $0.0001; 5,000,000 shares authorized, nil shares issued and outstanding \n -  \n - \n\nCommon stock, par value $0.0001; 500,000,000 and 125,000,000 shares authorized, respectively; 36,281,352\nand 34,446,455 issued and outstanding, respectively \n 3,628  \n 3,444 \n\nAdditional paid in capital \n 33,941,899  \n 32,831,730 \n\nAccumulated deficit \n (36,728,984) \n (34,667,026)\n\nTotal stockholders’ deficit \n (2,783,457) \n (1,831,852)\n\nTotal liabilities and stockholders’ deficit \n$3,948,584  \n$5,564,030\n\n \n\nThe\naccompanying notes are an integral part of these unaudited condensed consolidated financial statements.\n\n \n\n4\n\n \n\n \n\n**JUPITER\nNEUROSCIENCES, INC.**\n\n**CONDENSED\nCONSOLIDATED STATEMENTS OF OPERATIONS**\n\n**(Unaudited)**\n\n \n\n  \nFor the Three Months Ended  \nFor the Three Months Ended \n\n  \nMarch 31, 2026  \nMarch 31, 2025 \n\n  \n   \n  \n\nProduct Revenues, net \n$18,652  \n$- \n\n  \n    \n   \n\nCost of goods sold \n 4,362  \n - \n\nGross Profit \n$14,290  \n$- \n\n  \n    \n   \n\nExpenses: \n    \n   \n\nResearch and development \n 411,049  \n 466,745 \n\nGeneral and administrative \n 1,566,241  \n 1,071,258 \n\nTotal operating expenses \n 1,977,290  \n 1,538,003 \n\n  \n    \n   \n\nOperating loss \n (1,963,000) \n (1,538,003)\n\n  \n    \n   \n\nOther Income (Expenses): \n    \n   \n\nInterest income \n 18,404  \n 10,365 \n\nGain on change in fair value of convertible notes \n 1,282  \n - \n\nInterest expense \n (118,644) \n (1,229)\n\nTotal other expenses, net \n (98,958) \n 9,136 \n\n  \n    \n   \n\nNet loss \n$(2,061,958) \n$(1,528,867)\n\n  \n    \n   \n\nNet loss per common share: \n    \n   \n\nBasic and Diluted \n$(0.06) \n$(0.05)\n\n  \n    \n   \n\nWeighted average number of common shares outstanding: \n    \n   \n\nBasic and Diluted \n 35,255,588  \n 33,103,860 \n\n \n\nThe accompanying notes are an integral part of these unaudited condensed consolidated financial statements.\n\n \n\n5\n\n \n\n \n\n**JUPITER\nNEUROSCIENCES, INC.**\n\n**CONDENSED\nCONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT**)\n\n(Unaudited)\n\n \n\n  \nShares  \nAmount  \nin Capital  \nDeficit  \nDeficit \n\n  \nCommon Stock  \nAdditional Paid  \nAccumulated  \nTotal Stockholders’ \n\n  \nShares  \nAmount  \nin Capital  \nDeficit  \nDeficit \n\nDecember 31, 2024 \n 33,103,860  \n$3,310  \n$30,190,827  \n$(26,022,129) \n$4,172,008 \n\nStock-based compensation \n -  \n -  \n 421,454  \n -  \n 421,454 \n\nNet operating loss \n -  \n -  \n -  \n (1,528,867) \n (1,528,867)\n\nMarch 31, 2025 \n 33,103,860  \n$3,310  \n$30,612,281  \n$(27,550,996) \n$3,064,595 \n\n \n\n  \nCommon Stock  \nAdditional Paid  \nAccumulated  \nTotal Stockholders’ \n\n  \nShares  \nAmount  \nin Capital  \nDeficit  \nDeficit \n\nDecember 31, 2025 \n 34,446,455  \n$3,444  \n$32,831,730  \n$(34,667,026) \n$(1,831,852)\n\nDecember 31, 2025 \n 34,446,455  \n$3,444  \n$32,831,730  \n$(34,667,026) \n$(1,831,852)\n\nStock-based compensation \n -  \n -  \n 454,242  \n -  \n 454,242 \n\nShares issued for exercise of stock options \n 675,000  \n 68  \n 5,439  \n -  \n 5,507 \n\nIssuance of common stock for payment of notes and interest \n 995,975  \n 100  \n 496,291  \n -  \n 496,391 \n\nShares issued for conversion of convertible notes\n \n 113,922  \n 11  \n 107,452  \n \n-\n  \n \n107,463\n \n\nShares issued for service agreement \n 50,000  \n 5  \n 46,745  \n -  \n 46,750 \n\nNet operating loss \n -  \n -  \n -  \n (2,061,958) \n (2,061,958)\n\nMarch 31, 2026 \n 36,281,352  \n$3,628  \n$33,941,899  \n$(36,728,984) \n$(2,783,457)\n\nMarch 31, 2026 \n 36,281,352  \n$3,628  \n$33,941,899  \n$(36,728,984) \n$(2,783,457)\n\n \n\nThe accompanying notes are an integral\npart of these unaudited condensed consolidated financial statements.\n\n \n\n6\n\n \n\n \n\n**JUPITER\nNEUROSCIENCES, INC.**\n\n**CONDENSED\nCONSOLIDATED STATEMENTS OF CASH FLOWS**\n\n**(Unaudited)**\n\n \n\n  \nMarch 31, 2026  \nMarch 31, 2025 \n\nCash Flows from Operating Activities: \n    \n   \n\nNet Loss \n$(2,061,958) \n$(1,528,867)\n\nAdjustments to reconcile net loss to net cash used in operating activities: \n    \n   \n\nGain on change in fair value of convertible notes \n (1,282) \n - \n\nInterest expense paid through sale of common stock \n 131,479  \n - \n\nAmortization of prepaid contracts \n 189,041  \n 189,041 \n\nStock-based compensation \n 500,992  \n 421,454 \n\nChange in operating lease right of use asset and lease liabilities \n \n(1,132\n) \n \n(659\n)\n\nDecreases (increases) in operating assets and liabilities: \n    \n   \n\nAccounts receivable \n 2,637 \n - \n\nPrepaid contracts \n -  \n (24,106)\n\nDecrease in inventory \n 11,722  \n - \n\nOther current assets \n (26,154) \n - \n\nAccounts payable and accrued expenses \n (164,010) \n (113,552)\n\nAccrued compensation \n 25,255  \n (7,435)\n\nDeferred revenue \n (735) \n - \n\nRefund liability\n \n \n1,874\n  \n \n-\n \n\nAccrued interest \n (39,829) \n 1,083 \n\nNet cash used in operating activities \n (1,432,100) \n (1,063,041)\n\n  \n    \n   \n\nCash Flows from Financing Activities: \n    \n   \n\nProceeds from exercise of stock options \n 5,507  \n - \n\nNet cash provided by financing activities \n 5,507  \n - \n\n  \n    \n   \n\nNet Change in Cash \n \n(1,426,593\n) \n (1,063,041)\n\n  \n    \n   \n\nBeginning of period \n 3,789,342  \n 3,769,510 \n\nEnd of period \n$2,362,749  \n$2,706,469 \n\n  \n    \n   \n\nSupplemental disclosure of cash flow information: \n    \n   \n\nCash paid for interest \n$-  \n$146 \n\n  \n    \n   \n\nSchedule of Non-Cash Investing and Financing Activities: \n    \n   \n\nStock issued in connection with service agreement \n$46,750  \n$- \n\nPayment of convertible note from issuance of common stock \n$472,375  \n$- \n\nStock issued in connection with interest payment \n$131,479  \n$- \n\n \n\nThe accompanying notes are an integral part of these unaudited condensed consolidated financial statements.\n\n \n\n7\n\n \n\n \n\n**JUPITER\nNEUROSCIENCES, INC.**\n\n**NOTES\nTO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**\n\n**March\n31, 2026**\n\n \n\n**Note\n1 – Organization and Description of Business**\n\n \n\nJupiter\nNeurosciences, Inc. (the “Company”) is a clinical stage research and development pharmaceutical company located in Jupiter,\nFlorida. The Company incorporated in Delaware in January 2016. The Company is advancing a therapeutic pipeline targeting central nervous\nsystem (“CNS”) disorders and rare diseases, while also expanding into the consumer longevity market with its Nugevia product\nline. Both efforts are powered by JOTROL™, the Company’s proprietary, enhanced resveratrol formulation that has\ndemonstrated potential for significantly improved bioavailability. The Company’s prescription pipeline is focused broadly on CNS\ndisorders, presently with a planned Phase IIa clinical study in Parkinson’s disease. The Company’s Nugevia product line brings\nclinical-grade science to the supplement space, supporting mental clarity, skin health, and mitochondrial function.\n\n \n\nJOTROL™\nhas the potential to deliver a therapeutically effective dose of resveratrol in the blood stream, using a unique patented micellar formulation,\nwithout causing gastrointestinal side effects. We expect JOTROL™, based on the results of our Phase I study, will resolve the major\nobstacle of resveratrol’s poor bioavailability, which has been documented in various scientific articles describing previously\nconducted human trials with resveratrol as well as preclinical trial results in mice and rats.\n\n \n\n*Standby\nEquity Purchase Agreement*\n\n \n\nOn\nOctober 24, 2025, the Company entered into a Standby Equity Purchase Agreement, pursuant to which the Company has the right to sell to\nan investor up to $20.0\nmillion of its common stock, par value $0.0001\nper share, subject to certain limitations and conditions. See\n*Note 5 – Convertible Debt and Derivative Liability*for further details.\n\n \n\n*Nasdaq\nMinimum Bid Price Compliance*\n\n \n\nOn\nFebruary 26, 2026, the Company received two written notices from the Listing Qualifications Department of Nasdaq notifying the Company\nthat (i) the listing of the Company’s Common Stock was not in compliance with the minimum bid price requirement as set forth under\nNasdaq Listing Rule 5550(a)(2) for continued listing of its Common Stock on The Nasdaq Capital Market, as the closing bid price of the\nCommon Stock was less than $1.00 per share for the previous 30 consecutive business days, and (ii) for the 30 consecutive business days\nended February 26, 2026, the Company’s market value of listed securities closed below the $35 million threshold required for continued\nlisting on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2).\n\n \n\nPursuant\nto Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided 180 calendar days, or until August 25, 2026, to regain compliance by maintaining\na minimum closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days.\n\n \n\n8\n\n \n\n \n\n**Note\n2 – Significant Accounting Policies**\n\n \n\n**Basis\nof presentation, Liquidity and Management’s Plans**\n\n** **\n\nThe\naccompanying condensed financial statements of the Company have been prepared in conformity with generally accepted accounting principles\nin the United States of America (“U.S. GAAP”). U.S. GAAP contemplates the continuation of the Company as a going concern.\nFor the three months ended March 31, 2026, the Company had net revenues from product sales of $18,652, incurred a net loss of $2,061,958\nand had negative cash flows of $1,426,593, and a cumulative net loss since inception totaling $36,728,984.\n\n \n\nIn\nmanagement’s opinion, these conditions raise substantial doubt about the Company’s ability to continue as a going concern\nfor a period of at least twelve months from the date of this report. The Company plans to finance future operations with proceeds from\nequity securities, grant awards and strategic collaborations. However, there is no assurance that the Company will be able to effect\ntransactions on commercially reasonable terms, if at all.\n\n \n\n**Business\nSegment**\n\n** **\n\nBusiness\nsegments are identified as components of an enterprise for which separate discrete financial information is available for evaluation\nby the Company’s Chief Operating Decision Maker (“CODM”) and relied upon when making decisions regarding resource\nallocation and assessing performance. When evaluating the Company’s financial performance, the CODM reviews total revenues,\ntotal expenses, and expenses by functional classification, using this information to make decisions on a company-wide basis.\nEffective October 1, 2025, the Company operates through two reportable segments: (i) premium nutritional supplements, and (ii)\npharmaceutical operations focused on drug candidates for CNS and rare orphan diseases.\n\n \n\n**Use\nof Estimates**\n\n \n\nPreparing\nfinancial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts\nof assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues\nand expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material.\n\n \n\nChanges\nin estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and other\nassumptions, which include both quantitative and qualitative assessments that it believes to be reasonable under the circumstances.\n\n \n\nSignificant\nestimates during the three months ended March 31, 2026 and 2025, respectively, include valuation of stock-based compensation, uncertain\ntax positions, the valuation of debt instruments, and the valuation allowance on deferred tax assets.\n\n \n\n**Cash**\n\n \n\nThe\nCompany considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents. The\nCompany maintains its cash balances with high-credit-quality financial institutions. At times, such balances may exceed federally insured\nlimits provided by the Federal Deposit Insurance Corporation (“FDIC”). In 2025, the Company has implemented a deposit insurance\nprogram in the Company’s primary account, whereby funds in excess of FDIC insurance limits are insured. The Company did not have\nany cash balances that exceeded the FDIC limit of $250,000.\n\n \n\n9\n\n \n\n \n\n**Inventory**\n\n \n\nInventory\nis stated at the lower of cost or net realizable value, with cost determined using the first-in, first-out method. The Company evaluates\ninventory for excess or obsolescence based on forecasted demand and records reserves as necessary. As of March 31, 2026 and December\n31, 2025, inventory totaled $148,068 and $159,790, respectively.\n\n \n\n**Revenue\nRecognition**\n\n \n\nThe\nCompany recognizes revenue when control of its products is transferred to customers, generally upon shipment or delivery, depending on\nthe terms of the arrangement.\n\n \n\nRevenue\nis recorded net of estimated variable consideration, including product returns, rebates, discounts, and other allowances, based on historical\nexperience and other relevant factors.\n\n \n\nThe\nCompany evaluates whether it is the principal or agent in its arrangements and records revenue on a gross or net basis accordingly. Shipping\nand handling activities are considered fulfilment activities, and the related costs are included in cost of goods sold.\n\n \n\n**Prepaid\nContracts**\n\n \n\nPrepaid\ncontracts generally represent service agreements which the Company would receive services over a period of time and are expensed as the\nservices are received. The Company’s prepaid contracts are related to service agreements that span over three years; therefore\nthe expense will be recognized over the three year term. See further discussion in Note 6 - Stockholders’ Equity.\n\n \n\n**Research\nand Development**\n\n \n\nResearch\nand development costs are expensed as incurred. Costs for certain development activities, such as clinical trials, are recognized based\non an evaluation of the progress to completion of specific tasks using data such as subject enrollment, monitoring visits, clinical site\nactivations, or information provided to us by our vendors with respect to their actual costs incurred. Payments for these activities\nare based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the\nfinancial statements as prepaid or accrued research and development expense, as the case may be.\n\n \n\n**Income\nTaxes**\n\n** **\n\nThe\nCompany recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis\nof our assets and liabilities and the expected benefits of net operating loss carryforwards. The impact of changes in tax rates and laws\non deferred taxes, if any, applied during the years in which temporary differences are expected to be settled, is reflected in the financial\nstatements in the period of enactment. The measurement of deferred tax assets is reduced, if necessary, if, based on weight of the evidence,\nit is more likely than not that some, or all, of the deferred tax assets will not be realized. The effect on deferred tax assets and\nliabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. As of March 31, 2026 and December\n31, 2025, the Company concluded that a full valuation allowance is necessary for the net deferred tax assets.\n\n** **\n\n**Loss\nPer Share of Common Stock**\n\n \n\nBasic\nloss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common\nstock outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of\nsecurities, such as convertible preferred stock, convertible notes payable, warrants, stock options, and unvested restricted stock, which\nwould result in the issuance of incremental shares of common stock, as calculated using the treasury method. In computing the basic and\ndiluted net loss per share applicable to common stockholders, the weighted average number of shares remains the same for both calculations\ndue to the fact that when a net loss exists, dilutive shares are not included in the calculation.\n\n \n\n10\n\n \n\n \n\nAs\nof March 31, 2026, there were 1,626,037 restricted\nstock units and 11,051,093 stock\noptions outstanding. These securities are considered dilutive securities which were excluded from the computation since the effect\nis anti-dilutive.\n\n \n\nAs\nof December 31, 2025, there were 1,626,037 restricted\nstock units and 11,726,093 stock\noptions. These securities are considered dilutive securities which were excluded from the computation since the effect is\nanti-dilutive.\n\n \n\n**Stock-Based\nCompensation**\n\n \n\nThe\ngrant date fair value of stock-based awards issued to employees, non-employees and members of the board of directors, determined using\nthe Black-Scholes option pricing model and ratably expensed over the requisite service period, which is generally the vesting term of\nthe award. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term\nof the option, the expected volatility of the common stock, risk-free interest rates and future dividend yields.\n\n \n\n**Clinical\nTrial Expenses**\n\n \n\nWhen\napplicable in preparing financial statements, the Company estimates clinical trial-related expenses based on contracts with vendors,\nclinical sites, and consultants. Because payment timing often differs from service delivery, the Company records expenses according to\nactual service performance and trial progression, using discussions with internal staff and external providers. Estimates are periodically\nadjusted as actual results become known. Accurate accruals depend on timely reporting from third-party vendors, and differences between\nestimated and actual expenses, though not expected to be significant, may occur.\n\n \n\n**Fair\nValue of Financial Instruments and Fair Value Measurements**\n\n \n\nThe\nCompany measures its financial assets and liabilities in accordance with US GAAP. For certain financial instruments, including cash and\ncash equivalents, accounts receivable, accounts payable and accrued liabilities, the carrying amounts approximate fair value due to their\nshort maturities. Amounts recorded for notes payable, net of discount, and loans payable also approximate fair value because current\ninterest rates available for debt with similar terms and maturities are substantially the same.\n\n \n\nThe\nCompany follows accounting guidance for financial assets and liabilities. This standard defines fair value, provides guidance for measuring\nfair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all\nother accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related\nto share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income\napproach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement\ncost).\n\n \n\nThe\nguidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad\nlevels. The following is a brief description of those three levels:\n\n \n\nLevel\n1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.\n\n \n\nLevel\n2: Inputs, other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets\nor liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.\n\n \n\nLevel\n3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us,\nwhich reflect those that a market participant would use.\n\n \n\nAlso\nsee Note 5 - Convertible Debt and Derivative Liability.\n\n \n\n11\n\n \n\n \n\n**Convertible\nNotes with Embedded Derivative Liabilities**\n\n \n\nThe\nCompany has entered into convertible notes, some of which contain variable conversion options, whereby the outstanding principal and\naccrued interest may be converted, by the holder, into shares of common stock at a fixed discount to the price of the common stock at\nor around the time of conversion upon certain trigger events. The Company evaluates all its financial instruments to determine if those\ncontracts or any potential embedded components of those contracts qualify as derivatives. This accounting treatment requires that the\ncarrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event\nthat the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded\nas either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value\nat the conversion, repayment, or exercise date and then the related fair value amount is reclassified to other income or expense as part\nof gain or loss on debt extinguishment.\n\n \n\n**Leases**\n\n \n\nOperating\nlease right-of-use (“ROU”) assets and related operating lease liabilities are recognized based on the present value of\nfuture minimum lease payments over the expected term of the lease after taking into account the likelihood of renewals and\nextensions at inception. In the event an implicit interest rate is not present in the lease agreement, the Company utilizes its\nincremental borrowing rate at lease inception in order to determine the present value. Short term leases with an initial term of\nless than twelve months are expensed as incurred.\n\n \n\n**Note\n3 – Related Party Transactions**\n\n \n\nAs\nof March 31, 2026 and December 31, 2025, $84,105 and $64,105, respectively, were payable to Titan Advisory Services LLC (“Titan”),\na company wholly owned by our Chief Financial Officer, pursuant to a Master Services Agreement (“MSA”) dated December 31,\n2022. Under the MSA, Titan provides executive finance and corporate support services to the Company, including service by Saleem Elmasri\nas Chief Financial Officer.\n\n \n\n**Note\n4 – Accounts Payable and Accrued Expenses**\n\n \n\nAccounts\npayable and accrued expenses consisted of the following:\n\n \n\nSchedule of Accounts Payable and Accrued Expenses\n\n  \n\n**March\n31,**\n\n**2026**\n  \n\n**December\n31,**\n\n**2025**\n \n\nAccounts payable \n$92,383  \n$131,130 \n\nProfessional fees \n 338,901  \n 467,167 \n\nLicense fee \n 18,750  \n - \n\nCredit cards \n 24,602  \n 40,349 \n\nTotal accounts payable and accrued expenses \n$474,636  \n$638,646 \n\n \n\nAccrued\ncompensation of $1,422,612 and $1,397,357 as of March 31, 2026 and December 31, 2025, respectively, includes accrued salaries and health\nbenefits to executives since inception and board fees. Since inception, executive salaries have been paid in cash when the Company’s\ncash flow has permitted such payment and unpaid salaries related to 2022 and 2023 remain unpaid.\n\n \n\n**Note\n5 – Standby Equity Purchase Agreement and Convertible Debt**\n\n \n\n**Standby\nEquity Purchase Agreement and 2025 Convertible Promissory Notes**\n\n \n\nOn\nOctober 24, 2025, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) and related Registration Rights Agreement\nwith YA II PN, Ltd. (“Yorkville”), providing the Company the right, but not the obligation, to sell up to $20.0 million of\ncommon stock from time to time, subject to customary conditions, including an effective resale registration statement.\n\n \n\n12\n\n \n\n \n\nIn\nconnection with the SEPA, Yorkville agreed to provide up to $6.0 million of pre-paid advances via convertible promissory notes (the “Convertible Notes”).\nOn October 27, 2025, the Company received $3,720,000 and issued a $4.0 million note (7% original issue discount, “OID”).\nA second $1,860,000 tranche was received in December 2025, upon registration effectiveness and receipt of stockholder approval, against\na $2.0 million note (7% OID). The Convertible Notes bear interest at 8% (increasing to 18% upon default), mature on October 24, 2026, and are convertible\nat $1.50 per share, subject to proportional anti-dilution and price-protection adjustments (not below a contractual floor). Beginning\nJanuary 7, 2026, and monthly thereafter, the Company must repay one-tenth (1/10) of the then-outstanding principal plus accrued interest\n(a 5% premium applies to cash repayments). Instalments may be satisfied via SEPA advances without the premium, and SEPA proceeds must\nbe applied first to repay the Convertible Notes until they are repaid in full.\n\n \n\nAs\nconsideration for Yorkville’s commitment to purchase common stock at the Company’s direction pursuant the SEPA, the Company\n(i) paid to Yorkville a cash “structuring fee” in the amount of $25,000 and (ii) upon execution of the SEPA, issued to Yorkville\n131,909 Commitment Shares, which have a total aggregate dollar value equal to $200,000, or 1.0% of Yorkville’s $20.0 million aggregate\npurchase commitment under the SEPA (each Commitment Share valued at approximately $1.5162 per share, representing the VWAP on October\n23, 2025, the trading day immediately prior to the date of execution of the SEPA, rounded to the nearest whole share).\n\n  \n\nOn\nFebruary 20, 2026, the Company and Yorkville entered into an Omnibus Amendment (the “Amendment”). Among other changes, the\nAmendment revises the terms of the Convertible Notes to defer the commencement of monthly instalment payments to April 1,\n2026, effectively providing an extension of approximately three months.\n\n \n\nThe\nConvertible Notes include features that allow for settlement through either (i) cash repayment or (ii) issuance of common stock at variable\nor fixed conversion prices, subject to certain contractual terms, including a floor price and instalment-based repayment structure.\n\n \n\nThe\nConvertible Notes are classified as a Level III liability within the fair value hierarchy, as their valuation is based on significant\nunobservable inputs and assumptions.\n\n \n\nThe\nCompany elected the fair value option for the Convertible Notes upon issuance. As such, the Convertible Notes are measured at fair value\nat inception and remeasured at each reporting date, with changes in fair value recognized in earnings. The fair value of the Convertible\nNotes was determined using a Monte Carlo simulation model.\n\n \n\nThis\nvaluation approach incorporates multiple potential stock price paths over the contractual term, the Company’s ability to settle\nin shares or cash, the note holder’s ability to convert at a fixed price, variable conversion features tied to market prices, and\ncontractual floors and share caps.\n\n \n\nThe\nmodel simulates a large number of potential outcomes and calculates the expected fair value based on probability-weighted results.\n\n \n\nThe\nConvertible Notes accounted for under the fair value election are each debt host financial instruments containing embedded features wherein\nthe entire financial instrument is initially measured at its issue-date estimated fair value and then subsequently remeasured at estimated\nfair value on a recurring basis at each reporting period date. Changes in the estimated fair value of the Convertible Notes are recorded as a component\nof Other (expense) income in the consolidated statements of operations, except that the change in estimated fair value attributable to\na change in the instrument-specific credit risks is recognized as a component of other comprehensive income. The instrument specific\ncredit risk associated with the Convertible Notes was de minimis. As a result of electing the fair value method, issuance costs related to the Convertible Notes,\nincluding the structuring fee and the commitment fee were expensed as incurred.\n\n \n\nThe\nfollowing key assumptions were used in the Monte Carlo Simulation valuation at each measurement date:\n\n Schedule\nof Fair Value Asset Measuring Non-recurring Basis\n\nAssumption \nDecember 31, 2025\n \n \n**March 31, 2026** \n\nStock Price (VWAP) \n$0.99\n \n \n$\n0.33 \n\nVolatility \n ~65%\n \n \n \n~75%\n\nRisk-Free Rates \n 3.4%\n– 4.7%\n \n \n \n3.7% – 4.8% \n\n \n\nVolatility\nwas estimated using a combination of the Company’s historical volatility and that of comparable publicly traded companies.\n\n \n\n13\n\n \n\n \n\nAs\nof December 31, 2025, the fair value of the Convertible Notes was $5,298,068.\nAs of March 31, 2026, the fair value of the Convertible Notes was $4,824,411.\nChanges in fair value during the period were recognized in the Statements of Operations as Gain on change in fair value of convertible\nnotes. The original issue discounts totaling $420,000\nwere incorporated into the initial and subsequent fair value\nmeasurements of the Convertible Notes.\n\n \n\nFor\nthe three months ended March 31, 2026, the Company recognized a net gain on change in fair value of Convertible Notes of $1,282.\n\n \n\nFor\nthe three months ended March 31, 2026, the Company incurred interest expense of $118,610\nand paid $124,026\nin interest and $372,375\nin principal. These payments were funded through the sale of\n995,975 shares\nof common stock at an average price of $0.84\nper share and the issuance of common stock under the SEPA.\n\n \n\nAdditionally, $100,000\nof principal and $7,452\nof accrued interest related to the 2025 Convertible Notes were settled through the conversion of 113,922\nshares of common stock at a conversion price of $0.94\nper share.\n\n \n\nAs\nof December 31, 2025, the Company incurred $61,723 of interest expense and paid $22,251 through the sale of 20,000 shares of common stock\nat an average price of approximately $1.11 through the SEPA. As of December 31, 2025, $39,829 is accrued in Accrued interest on the Company’s\nbalance sheets.\n\n \n\nFor the three months\nended March 31, 2026, we have issued and sold approximately 1.1 million shares of common stock to Yorkville pursuant to the SEPA, including\nshares of common stock issued in connection with the settlement of Prepaid Advances and upon conversion of the Convertible Notes, for\naggregate net proceeds to us of $603,854.\n\n \n\nAs\nof March 31, 2026, we have issued and sold approximately 1.1\nmillion shares of common stock to Yorkville pursuant to the SEPA, including shares of common stock issued in connection with the\nsettlement of Prepaid Advances and upon conversion of the Convertible Notes, for aggregate net proceeds to us of $625,748. As of\nMarch 31, 2026, the outstanding principal balance on the Convertible Notes is $5,527,625.\n\n \n\nA\nsummary of activity of the Convertible Notes, which represent the Level III fair value measurements, is presented below:\n\n \n\n Schedule\nof Summary of Activity and Fair Value Measurement\n\n  \nNotes \n\nBalance at December 31, 2025 \n$5,298,068 \n\nRepayments \n (472,375)\n\nFair value change \n (1,282)\n\nBalance at March 31, 2026 \n$4,824,411 \n\n \n\n**Note\n6 – Stockholders’ Equity (Deficit)**\n\n \n\n**Common\nStock**\n\n \n\nThe\nCompany is authorized to issue 500,000,000 shares of common stock and 5,000,000 shares of preferred stock. The Company had 36,281,352\nshares of common stock issued and outstanding as of March 31, 2026. There was no preferred stock issued and outstanding as of March 31,\n2026.\n\n \n\nDuring\nthe three months ended March 31, 2026, the Company issued 50,000\nshares of Common Stock, with an aggregate fair value of $46,750,\nas consideration for services rendered related to media and investor relations activities, strategic communications support,\nenhancement to the Company’s market visibility and shareholder engagement. The fair value of the shares issued was determined\nbased on the market price of the Company’s Common Stock at the date of issuance and is included in general and administrative\nexpenses in the accompanying condensed consolidated statement of operations.\n\n \n\n14\n\n \n\n \n\n**Service\nAgreement**\n\n** **\n\nOn\nJune 3, 2024, The Company entered into service agreements with three separate entities, each with a 36-month term. In connection therewith\nthe Company issued an aggregate of 3,487,500 restricted shares of Common Stock, 1,162,500 ratably to each entity with an aggregate fair\nvalue at issuance totaling $4,638,375 which were registered upon the closing of the IPO in December 2024. In addition, each of the entities\nagreed to and ultimately purchased 37,500 shares of the Company’s Common Stock at a purchase price of $1.33 per share prior to\nthe effective date of the IPO, resulting in aggregate proceeds of $150,000.\n\n \n\nPursuant\nto the agreements, the counterparties are obligated to perform certain services, as defined, and the Company is recognizing the fair\nvalue of the issued restricted shares as compensation expense over the 36-month term, the requisite service period. During the three\nmonths ended March 31, 2026 and 2025, the Company recorded compensation expense of $381,233\nin each period, related to the agreement, which is included in general and administrative expenses in the accompanying condensed\nconsolidated statements of operations.\n\n \n\n**Stock\nOptions**\n\n \n\nThe\nCompany grants stock awards to officers, employees, directors, and consultants pursuant to its 2021 Equity Incentive Plan (“the\nPlan”).\n\n \n\nA\nsummary of activity for the three months ended March 31, 2026 is presented below:\n\n \n\nSchedule of Stock Option Activity\n\n  \nNumber of\n\nOptions  \nWeighted\n\nAverage\n\nExercise Price  \nWeighted\n\nAverage\n\nContractual\n\nTerm (Years)  \nAggregate\n\nIntrinsic\n\nValue \n\nOutstanding as of December 31, 2025 \n 11,726,093  \n$1.02  \n 5.4  \n$1,772,167 \n\nGranted \n -  \n -  \n    \n   \n\nExercised \n (675,000) \n 0.01  \n    \n   \n\nForfeited \n -  \n -  \n    \n   \n\nOutstanding as of March 31, 2026 \n 11,051,093  \n$1.10  \n 5.5  \n$- \n\nExercisable as of March 31, 2026 \n 10,258,811  \n$1.09  \n 5.2  \n$- \n\n \n\nThe\nfollowing table summarized information about employee stock options outstanding as of March 31, 2026:\n\n \n\nSchedule of Employee Stock Options Outstanding\n\n   \nOutstanding Options  \nVested Options \n\nExercise Price  \n\n**Number\nOutstanding at\nMarch 31,**\n\n**2026**\n  \nWeighted Average\n\nRemaining Life  \nNumber\n\nExercisable at\n\nMarch 31,\n\n2026  \nWeighted Average\n\nRemaining Life \n\n$0.74  \n 1,657,560  \n 2.82  \n 1,657,560  \n 2.82 \n\n$0.80  \n 2,783,243  \n 3.04  \n 2,783,243  \n 3.04 \n\n$0.97  \n 250,000  \n 9.17  \n 135,868  \n 9.17 \n\n$1.19  \n 357,448  \n 9.26  \n -  \n - \n\n$1.23  \n 484,657  \n 9.68  \n 163,955  \n 9.44 \n\n$1.33  \n 5,461,935  \n 7.08  \n 5,461,935  \n 6.83 \n\n$2.16  \n 56,250  \n 5.46  \n 56,250  \n 5.21 \n\n    \n 11,051,093  \n 5.51  \n 10,258,811  \n 5.22 \n\n \n\nFor the three months ended March 31,\n2026, the Company recognized stock-based compensation expense of $500,992, consisting of $454,242 related to stock options and $46,750\nrelated to shares issued for services.\n\n \n\n15\n\n \n\n \n\n**Note\n7 – Commitments and Contingencies**\n\n \n\n**Legal\nMatters**\n\n \n\nIn\nthe ordinary course of business, we are from time to time involved in lawsuits, claims, investigations, proceedings, and threats of litigation\nrelating to, among other things, intellectual property, commercial arrangements, employment, and regulatory matters. While the outcome\nof these proceedings and claims cannot be predicted with certainty, as of March 31, 2026, we were not party to any material legal or\narbitration proceedings. No governmental proceedings are pending or, to our knowledge, contemplated against us.\n\n \n\n**Office\nLease**\n\n \n\nOn\nMay 1, 2021, the Company entered into a 61-month operating lease for office space for a base rent of $3,783 subject to a 3% yearly escalation.\n\n \n\nAs\nof March 31, 2026 and December 31, 2025, the Company’s operating lease right-of-use asset, net (ROU) is $11,607 and $23,214, respectively,\nand the total lease liability is $8,508 and $21,247, respectively, based on an incremental borrowing rate of 0.81% at lease inception.\n\n \n\nSchedule of Operating Lease Right-of-use Asset and Liability\n\n  \nMarch 31,  \nDecember 31, \n\n  \n2026  \n2025 \n\nOperating lease right-of-use asset (“ROU”) is summarized below: \n    \n   \n\nOffice lease ROU \n$236,009  \n$236,009 \n\nLess accumulated reduction \n (224,402) \n (212,795)\n\nBalance of ROU, net \n$11,607  \n$23,214 \n\n  \n    \n   \n\nOperating lease liability related to the ROU asset is summarized below: \n    \n   \n\nOffice lease liability \n$236,009  \n$236,009 \n\nReduction of lease liability \n (227,501) \n (214,762)\n\nTotal \n$8,508  \n$21,247 \n\n \n\nFuture\nminimum lease liability payments under the non-cancellable operating lease at March 31, 2026 and December 31, 2025 are as\nfollows:\n\n \n\nSchedule of Future Minimum Lease Liability Payments Under Non-cancelable Operating Lease\n\n  \n    \n   \n\nReminder\nof fiscal year \n 8,516  \n 21,290 \n\nTotal lease payments \n 8,516  \n 21,290 \n\nLess: imputed interest \n (8) \n (43)\n\nTotal lease liabilities \n$8,508  \n$21,247 \n\n  \n    \n   \n\nCurrent operating lease liabilities \n 8,508  \n 21,247 \n\nNon-current operating lease liabilities \n -  \n - \n\nTotal lease liabilities \n$8,508  \n$21,247 \n\n \n\n16\n\n \n\n \n\n**Consulting\nAgreements**\n\n \n\nThe\nCompany utilizes various consultants and advisors for clinical research, scientific advisory services and business strategies. Each consultant\nhas an executed agreement in place defining term, compensation, duties, confidentiality, intellectual property. The majority of the agreements\nhave a 2-year term. Agreements are evaluated for renewal upon expiration. Bonus provisions are at the discretion of the Company’s\nBoard of Directors and are granted on an individual agreement basis.\n\n \n\nOn\nDecember 15, 2024, the Company entered into a Strategic Services Agreement (the “Dominant Treasure Agreement”) with Dominant\nTreasure Health Company Limited (“Dominant Treasure”). Pursuant to the terms of the Dominant Treasure Agreement, Dominant\nTreasure agreed to provide certain services to the Company to assist the Company in accelerating the Company’s desire to get its\nproducts developed and distributed in the Southeast Asian market. In exchange for Dominant Treasure’s services pursuant to the\nDominant Treasure Agreement, the Company agreed to pay Dominant Treasure a one-time payment of $2,300,000. In addition, if Dominant Treasure\nis involved in generating negotiations and conclusion of a distribution agreement for the Company in the countries of China (including\nHong Kong), Singapore and Malaysia, the Company will pay Dominant Treasure a success fee of 5% of any upfront and/or milestone payments\nto be received by the Company. If such an agreement will include a royalty payment to the Company, Dominant Treasure will receive 5%\nof such royalty payment. The Dominant Treasure Agreement has a term of 36 months and may be terminated at any time upon mutual agreement\nof the parties. The one-time payment of $2,300,000 was accounted for as a prepaid contract and will be expensed over a three-year period.\nFor the three months ended March 31, 2026 and 2025, the Company recorded consulting expense of $189,041 in each period related to the\nDominant Treasure agreement.\n\n \n\n**Licensing\nand Royalty Agreements - Aquanova AG**\n\n \n\nOn\nSeptember 13, 2016, the Company entered into a Development, Collaboration and License Agreement (“License Agreement”)\nwith Aquanova AG, a German company in the field of development, manufacturing and selling of colloidal formulas. The License\nAgreement resulted in the creation of the pharmaceutic product, JOTROL™. The Chief Scientific Officer of the Company and\nAquanova’s founder, former CEO, and lead scientist, Darius Benham, are the joint inventors of JOTROL™. Aquanova is the\nassignee on the patents in the United States, the European Union, China and Japan whereas the Company is obligated to maintain the\npatents. The License Agreement grants ownership to the Company for regulatory approvals and the sole and exclusive worldwide right to\ndevelop, manufacture and commercialize all products, including JOTROL™. Aquanova is granted the exclusive license to conduct\nformulation development and manufacturing. The License Agreement also defines fees owed to Aquanova for product and formulation development\nand licensing of the products. The Company is required to pay Aquanova an annual license fee of $75,000\nupon acceptance of the product formulation by both parties, with the license fee requirement ending in the year of marketing\nauthorization approval (“MMA”) in a single territory. MMA has not yet been received as of the period ended March 31,\n2026.\n\n \n\nUpon\nreceipt of approval of the MMA in each territory (e.g., United States, European Union, China, Japan), the Company will pay $200,000\nto Aquanova per territory in which an MMA approval is received, up to a maximum of $600,000.\nThe Company shall pay Aquanova a royalty of 5%\nof net sales in each territory through the later of ten years after the first commercial sale, the first date there is no valid\nclaim within the Aquanova patent rights, or the date of expiration of the MMA in each territory. There is an option (exercisable by\neither party) to require the Company to pay a one-time royalty of $3,000,000\nwithin 180 days of United States marketing approval, with subsequent royalty payments reduced to 1.25%,\nin accordance with the terms set forth above.\n\n \n\nAs\nof March 31, 2026 and December 31, 2025, $18,750 and $0 of accrued license fees are included in accounts payable and accrued expenses\non the balance sheet, respectively.\n\n \n\n**Research\nand Development Service Providers**\n\n \n\nIn\naddition to the services received under the licensing agreements noted above, a substantial portion of the research and development (“R&D”)\nexpense included in the statement of operations is incurred pursuant to short term service and consulting agreements with third party\nproviders for research, development, testing and manufacturing services. The agreements generally provide termination, at any time by\neither party without cause, upon a 30-day written notice, unless otherwise disclosed below. There are no pending milestone payments due\nas of March 31, 2026.\n\n \n\n**Note\n8 – Segment Report**\n\n \n\nThe\nCompany’s Chief Executive Officer serves as the Chief Operating Decision Maker (“CODM”). The CODM evaluates financial\nperformance and makes resource allocation decisions based on the operating results of the Company’s reportable segments.\n\n \n\nEffective\nOctober 1, 2025, the Company operates through two\nreportable segments under ASC 280, Segment Reporting: (i) premium nutritional supplements, and (ii) pharmaceutical operations\nfocused on drug candidates for CNS and rare orphan diseases.\n\n \n\n17\n\n \n\n \n\n**Premium\nNutritional Supplements**\n\n \n\nThis\nsegment includes all activities related to the commercialization and sale of the Company’s Nugevia product line. Activities within\nthis segment primarily consist of marketing, distribution, sales, customer support, and related supply chain management associated with\nNugevia products.\n\n \n\n**Pharmaceutical\nOperations**\n\n \n\nThis\nsegment includes all activities related to the research, development, and regulatory advancement of JOTROL™, the Company’s\nproprietary resveratrol-based therapeutic candidate, which is being developed to address unmet medical needs and improve patient outcomes.\nActivities within this segment primarily consist of clinical development, regulatory, manufacturing development, intellectual property\nprotection, and related research and development functions.\n\n \n\nThe\nCODM assesses segment performance and allocates resources based on segment net loss (income), which represents the primary measure of\nprofit or loss reviewed. The CODM does not evaluate segments using discrete asset or liability information. Accordingly, total assets\nare reported on a consolidated basis in the accompanying consolidated balance sheets.\n\n \n\n**Allocation\nMethodology**\n\n \n\nExpenses\nare attributed to each reportable segment based on the nature of the activity and the function to which the expense relates. Costs that\nare directly identifiable with a specific segment are recorded to that segment. Selling, general and administrative expenses that benefit\nboth segments are allocated using reasonable and consistently applied methodologies that reflect the estimated level of effort or resources\nconsumed by each segment. These allocation methodologies may include time and effort analyses, headcount, relative revenue, or other\nactivity-based measures, depending on the underlying cost driver.\n\n \n\nThe\nallocation methodologies are reviewed periodically and refined as necessary to reflect changes in the business. The Company believes\nsuch allocations are reasonable and consistent with the manner in which the CODM evaluates segment performance and makes resource allocation\ndecisions.\n\n \n\nCorporate\nand other expenses consist primarily of public company costs (including board, investor relations, and SEC reporting expenses), certain\nexecutive compensation, certain stock-based compensation, interest income (expense), other income (expense), and income taxes. These\ncosts are not allocated to reportable segments because they are not included in the measures reviewed by the CODM for purposes of assessing\nsegment performance.\n\n \n\nSegment\ninformation for the three months ended March 31, 2026 is presented below:\n\n Schedule\nof Segment Information\n\n  \nPharmaceutical\n\nOperations  \nPremium\n\nNutritional\n\nSupplements  \nTotal\n\nReportable\n\nSegments  \nCorporate\n\n/ Other  \nConsolidated\n\nTotal \n\nRevenue \n -  \n 18,652  \n 18,652  \n -  \n 18,652 \n\nCost of goods sold \n -  \n 4,362  \n 4,362  \n -  \n 4,362 \n\nResearch and development \n 411,049  \n -  \n 411,049  \n -  \n 411,049 \n\nSelling, general and administrative \n 202,308  \n 469,881  \n 672,189  \n 894,052  \n 1,566,241 \n\nSegment net loss \n (613,357) \n (455,591) \n (1,068,948) \n (894,052) \n (1,963,000)\n\nOther interest income (expense), net \n -  \n -  \n -  \n (98,958) \n (98,958)\n\nNet loss \n (613,357) \n (455,591) \n (1,068,948) \n (993,010) \n (2,061,958)\n\n \n\n**Note\n9 – Subsequent Events**\n\n \n\nOn April 2, 2026, the Company granted stock options\nto purchase 100,000 shares of common stock to each of two consultants. Twenty-five percent (25%) of the shares underlying each option\nvested on the grant date. The remaining shares vest in equal monthly installments of 4.167% on each monthly anniversary of the grant date,\nsuch that each option will be fully vested on the second anniversary of the grant date, subject to the consultant’s continued service\nthrough each applicable vesting date.\n\n \n\nOn April 30, 2026, the Company granted 100,000 restricted stock units to\na consultant. Twenty-five percent (25%) of the restricted stock units vested on the grant date. The remaining restricted\nstock units vest in four equal annual installments over the following four years.\n\n \n\n18"}