{"url_path":"/sec/slbt/10-k/2026/item-4","section_key":"item-4","section_title":"Item 4 INFORMATION ON THE COMPANY**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-06-18","source_url":"https://www.sec.gov/Archives/edgar/data/2070534/0001213900-26-070158-index.html","accession_number":"0001213900-26-070158","cik":"0002070534","ticker":"SLBT","issuer_name":"SL Science Holding Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/2070534/0001213900-26-070158-index.html","primary_entity_key":"0002070534","primary_entity_name":"SL Science Holding Ltd"},"word_count":10315,"has_tables":true,"body_markdown":"**ITEM 4. INFORMATION ON THE COMPANY**\n\n** **\n\n**A.**\n**History and Development of the Company**\n\nThe legal name of the Company is SL Science Holding Limited. The Company\nwas incorporated as an exempted company in the Cayman Islands with limited liability on March 18, 2025. The Company has been the consolidating\nentity for purposes of SL Bio’s financial statements since the consummation of the Business Combination on June 12, 2026. The history\nand development of the Company and the material terms of the Business Combination are set forth in the Form F-4 in the sections entitled\n“Summary of the Proxy Statement/Prospectus,” “Proposal 1 – The Business Combination\nProposals,” and “Information related to SL Bio,” which are incorporated herein by reference. See “Explanatory\nNote” in this Report for additional information regarding the Company and the Business Combination. Certain information about the\nCompany is set forth in “Item 4.B — Business Overview” and is incorporated herein by reference. The material\nterms of the Business Combination are set forth in Item 10 of this Report.\n\nThe Company’s registered office is situated at the office of\nOgier Global (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands, and its principal executive office is\n11th Floor, No. 479 Chongyang Road, Nangang District, Taipei, Taiwan R.O.C. 115010. The Company’s principal website is www.slbtgroup.com.\nWe do not incorporate the information contained on, or accessible through, the Company’s websites into this Report, and you should\nnot consider it a part of this Report. The SEC maintains an internet site that contains reports, proxy and information statements, and\nother information regarding issuers that file electronically with the SEC. The SEC’s website is www.sec.gov.\n\n** **\n\n**B.**\n**Business Overview**\n\n* *\n\n*SL Science Holding Limited is a holding company with no substantive business operations of its own, and conducts its business activities\nthrough its subsidiary, SL Bio. Unless the context otherwise requires, all references in this section to the “Company,” “SLBT,”\n“we,” “us,” “our” or “SL Science” refer collectively to SL Science Holding Limited and\nits subsidiaries.*\n\nSL Science is a biomedical\ncompany specialized in developing innovative cellular and gene therapies. Established with a commitment to advancing regenerative medicine\nand cancer treatment, SL Science hopes to utilize immune stem cells to target cancer and bovine-derived milk exosomes to regenerate damaged\ntissues, thus potentially offering expansive medical applications for its products. With proprietary technologies such as Armed-T and\nGamma Delta T cells, as well as exosome applications in skincare and cancer recovery, SL Science aims to create cellular therapies that\nwe believe have the potential to revolutionize the cell therapy and immuno-oncology sector within the broader biopharmaceutical industry.\n\nFor its proprietary Armed-T Therapy, SL Science is engaged in active product design, in-vitro functional testing, and manufacturing process\noptimization. Armed-T is intended to enhance anti-cancer cytotoxicity by conjugating bispecific antibodies or other effector molecules\nto immune cells. As of the date of this Report, we have not initiated any formal good laboratory practice (GLP)-compliant in-vivo toxicity\nstudies for Armed-T, and therefore no animal data are yet available.\n\nFor\nour Gamma Delta T (GDT) Cell Culture Technology, we have developed a proprietary ex-vivo expansion and activation process for γδ\nT cells derived from peripheral blood mononuclear cells (PBMCs). Development\nwork to date has included optimization of cytokine stimulation protocols, culture conditions, and scalability assessments. We have conducted\nearly-stage in-vitro cytotoxicity assays and in-vivo efficacy studies demonstrating the ability of expanded GDT cells to kill selected\ncancer cell lines. However, no formal GLP-compliant in-vivo toxicity studies have been completed to date for this platform.\n\n2\n\nOur business model is centered on developing partnerships with biopharmaceutical companies to transform innovative technologies into commercially\nviable drugs and cancer treatments. Our management team is driving accelerated research and pre-clinical trials by leveraging proprietary\ncell expansion and engineering platforms, strategic licensing of complementary technologies, and collaborations with academic and clinical\npartners. We completed in-vitro validation of our GDT Cell platform within 12 months of initiating process development and have advanced\nArmed-T constructs for solid tumor targets in parallel with manufacturing scale-up. SL Science has not yet obtained FDA clearance or approval\nfor any of our product candidates, nor has it completed Phase I, II, or III clinical trials, or submitted an Investigational New Drug\n(IND) application to the U.S. Food and Drug Administration (FDA). Therefore, the efficacy and capacities of our product candidates have\nnot yet been demonstrated in a clinical trial setting. All three product candidates — CD-19 Armed-T Therapy and GDT Cells therapies\nproducts for both pancreatic and brain cancer treatments — are currently in pre-clinical trials. Our preclinical research activities\nfor each program include in-vitro cytotoxicity assays, binding affinity and stability evaluations for our Armed-T platform, and tumor-killing\nactivity assessments of GDT cells in pancreatic and brain cancer models.\n\nWe intend to position SL Science\nas a potential leader in the next-generation allogeneic cell therapy industry, with a particular focus on GDT cell-based oncology treatments\nand engineered immune effector cell platforms under the leadership of our Chairman, Mr. William Wang, an expert in business management\nand marketing development with the assistance of our Chief Technology Officer, Dr. Ethan Shen, a seasoned biomedical expert with\nover 30 years of experience. Our key license partners also bring a wealth of experience. We expect that as our cell therapies for\ncancer treatment mature, we will gradually phase out our legacy exosome cosmetic and plant supplement businesses. That said, our exosome\ncosmetic and plant supplement businesses continue to be an important part of the Company’s business.\n\n** **\n\n**Advancing Innovative Armed-T Therapy that Enhances\nBlood Cancer Treatment**\n\nOur business is dedicated to the research and development of bispecific\nantibodies — engineered molecules that simultaneously recognize two distinct antigens, typically one on a cancer cell\nand another on an immune cell — to bring them together. We have licensed this technology from CytoArm Co., Ltd (“CytoArm”), a\ncompany registered in Taiwan.\n\nAt SL Science, we have applied\nbispecific antibody technology to develop a CD-19 Armed-T therapy. CD-19 is a protein expressed on the surface of B cells and is a well-established\ntarget in the treatment of blood cancers such as leukemia and lymphoma. CD-19 Armed-T cells are engineered T cells that bind bispecific\nantibodies (“BsAbs”), and our Armed-T therapy equips T cells with additional antibody molecules. The main challenges in cell\ntherapy can be categorized into BsAb binding affinity, autologous cell manufacturing, and product stability, particularly with regard\nto BsAb dropout after thawing. Our strengths included the high binding affinity and high product stability of over 95% of BsAb binding\nafter cryopreservation (long-term storage of biological materials at ultra-low temperatures).\n\nUnlike conventional CAR-T (Chimeric\nAntigen Receptor T-cell) therapies — which involve genetically modifying a patient’s T cells to target cancer cells\nbut can also inadvertently damage healthy cells and lead to severe side effects — our approach utilizes bispecific antibodies\nwithout genetic modification.\n\nOn March 9, 2023, SL Link Co., Ltd. (“SL Link”) entered into a global exclusive license agreement with CytoArm (the “CytoArm\nLicense Agreement”) to license patent applications, and know-how of CD-19 Armed-T products (the “CD-19 Armed-T Licensed Patent”).\nAs of the date of this Report, all licensed patent rights are in the application stage and have not yet been granted, consistent with\nthe disclosure in our Intellectual Property Portfolio section. On June 20, 2024, the license was transferred to us from SL Link in accordance\nwith the patent transfer agreement (the “Patent Transfer Agreement”). Upon entering into the Patent Transfer Agreement, SL\nLink transferred the CD-19 Armed-T Licensed Patent, including the cooperation rights with CytoArm and the results generated from the CD-19\nArmed-T products, to SL Bio, for $949,771, which is equivalent to the cost that SL Link incurred for research and development prior to\nthe transfer. SL Bio bears the research and development costs of the CD-19 Armed-T products thereafter. CytoArm consented to the transfer\nof the CD-19 Licensed Patent to SL Bio and agreed to continue cooperating with SL Bio for the research and development of the CD-19 Armed-T\nproducts.\n\n3\n\nOn November 20, 2024, CytoArm,\nSL Bio, and SL Link entered into a supplementary agreement to confirm the transfer of the CD-19 Armed-T Licensed Patent from SL Link to\nSL Bio and clarified the transfer of the rights, obligations, and financial arrangements between the parties. Under the CytoArm License\nAgreement and the supplementary agreement, SL Bio continues to hold a perpetual, irrevocable, royalty-bearing, exclusive license to manufacture,\nuse, import, offer to sell, and sell the CD-19 Armed-T products.\n\nThe CD-19 Armed-T Licensed\nPatent will terminate on the expiration date of CytoArm’s last-to-expire patent, unless terminated by either party with thirty days’\nwritten notice if there is a mutual recognition of significant delays or, a material breach not corrected within thirty days. The\nlast-to-expire licensed patent is scheduled to expire on March 2041. Under the agreement, we have agreed to jointly develop CytoArm’s\nproducts using CytoArm’s CD-19 Armed-T patent and technology in various regions, including the United States and Taiwan. Our\nChairman and Chief Executive Officer, Mr. Wang, currently owns an indirect interest of approximately 12.6% in CytoArm.\n\nFor more information on the\npatented and proprietary technology Producing Armed Immune Cells” licensed from CytoArm, please see the section entitled “*—\nIntellectual Property Portfolio*” below. We may use the technologies for product development, manufacturing, offering for sale,\nselling, using, or importing products.\n\nThe total consideration of the CD-19 Armed-T Licensed Patent is NTD142,000,000 including VAT (or $4,373,600). As of the date of this Report,\n$277,200 was paid to CytoArm in accordance with the agreements. SL Bio will pay the remaining consideration of NTD133,000,000 ($4,096,400)\nto CytoArm for further research and development of this technology and for the application to a variety blood cancer drugs and products\nwhen certain conditions and milestones are satisfied and completed by CytoArm. The aggregate potential milestone payments to CytoArm are\nas follows:\n\nMilestone Payments for CD-19 Armed-T Product\n\nMilestone\nMilestone\nAuthorization\nPayment\n(NTD)\n\nSubmission to and acceptance of IND to the FDA\n600,000\n\nFDA Approval of IND\n2,400,000\n\nCompletion of enrollment of all subjects in a Phase II Clinical Study\n10,000,000\n\nSubmission to and acceptance of NDA by TFDA\n4,000,000\n\nNDA or BLA approval by TFDA\n16,000,000\n\nSubmission to and acceptance by FDA for a NDA or BLA\n20,000,000\n\nFDA Approval of NDA or BLA\n80,000,000\n\nTotal\n133,000,000\n\n4\n\nSL Bio is also obligated to pay a royalty of 15% of the sales of the CD-19 Armed-T products generated from CD-19 Armed-T Licensed Patent\nto CytoArm on a quarterly basis, and patent application fees (if any), patent maintenance fees, and project development fees, as well\nas expenses, costs, taxes, and fees incurred during the term of the agreement. As of the date of this Report, there have been no patent\napplication fees, patent maintenance fees, or project development fees payable or reimbursable by SL Bio under the CytoArm license agreement.\n\n**Timeline for Bringing IND submission and Clinical\nTrial Pipelines for CD-19 Armed-T Products**\n\nThe timeline for obtaining FDA approval begins with preclinical studies, including in vitro and animal tests, to evaluate safety and efficacy.\nFollowing successful preclinical results, an IND application is submitted to the FDA, detailing study plans, manufacturing processes,\nand preliminary data. The FDA typically reviews the IND within 30 days; if cleared, clinical trials proceed through Phase I (initial safety\nand dosing), Phase II (efficacy and expanded safety assessment), and Phase III (confirmation of effectiveness against standard treatments).\nAfter successful completion of clinical studies, an NDA or BLA is submitted. Whether to take the NDA or BLA pathway will be decided after\nthe pre-IND meeting with the FDA, during which we may obtain feedback on our product development program, including the design of our\npreclinical studies, the design of our initial IND study, and the product manufacturing and quality controls that will be needed to initiate\nhuman studies. FDA then performs a comprehensive regulatory review, typically lasting between 6 to 10 months. Upon approval, the therapeutic\nproduct enters the market, subject to ongoing post-marketing surveillance to ensure sustained safety and efficacy.\n\nSL Science’s clinical\ntrials will be conducted by SL Bio with the assistance of CytoArm, the owner of the Armed-T technology. CytoArm possesses extensive expertise\nand proprietary knowledge regarding the Armed-T therapeutic platform, making it uniquely qualified to manage clinical development and\nensure rigorous adherence to regulatory standards. By entrusting CytoArm with trial execution, SL Science leverages CytoArm’s specialized\ncapabilities, ensuring efficient clinical progress and effective utilization of resources while maintaining compliance with FDA regulatory\nrequirements. At this time, SL Science has not yet obtained FDA clearance or approval for any of our product candidates, nor has it completed\nPhase I, II, or III clinical trials, or submitted an IND application to FDA.\n\nFor the Company’s blood cancer program, as of the date of this Report no IND has been filed. SL Bio submitted an INTERACT meeting\nrequest to the FDA in October 2025 and received the FDA’s written responses on January 6, 2026. The FDA advised that the program’s\nnonclinical, manufacturing, and release-testing packages were not yet sufficient to support an IND. The Company is addressing the FDA’s\ncomments, including by conducting additional nonclinical studies and further developing its manufacturing and release-testing methods,\nand intends to request a pre-IND meeting before filing the IND, which it currently anticipates during the first quarter of 2027. The IND\nsubmission to the FDA is projected to be filed in Q1 2027. If SL Science is able to obtain an IND, the Company intends to proceed with\na Phase I clinical trial. If the Phase I clinical trial is successfully completed, SL Science intends to proceed with a Phase II clinical\ntrial. If the Phase II clinical trial is successfully completed, SL Science intends to proceed with a Phase III clinical trial, which\nmay take several years to complete. If the Phase III trial is successfully completed, SL Science intends to submit a New Drug Application\n(NDA) to the FDA. SL Science has not received any FDA approval for its products to date, and there is no guarantee that we will ever obtain\nFDA approval for our products.\n\n5\n\nSL Science’s clinical\ndevelopment strategy is intended not only to obtain FDA regulatory approval but also to commercialize our CD-19 Armed-T products, if supported\nby favorable clinical trial results. If Phase II clinical trials are successfully completed, SL Science intends to actively pursue strategic\npartnerships, licensing agreements, or potential acquisition opportunities with leading pharmaceutical companies. These partnerships are\ncritical for facilitating large-scale Phase III trials, accelerating regulatory approval, and maximizing the commercial potential of our\ntherapeutic products. We have initiated preliminary discussions and established initial relationships with potential pharmaceutical partners\nwho have expressed interest in innovative oncology therapies such as our Armed-T platform. We anticipate formalizing these partnerships\nor licensing arrangements if the data from Phase II clinical trials provide evidence of safety and efficacy sufficient to warrant further\ndevelopment. Our strategy focuses on aligning with pharmaceutical companies possessing robust commercialization networks, established\nmanufacturing infrastructure, and extensive market access capabilities to ensure rapid and broad distribution upon FDA approval. This\nstrategic approach is intended to support the goal of achieving a licensing deal or acquisition by a major pharmaceutical entity by the\ncompletion of Phase III trials, thereby potentially bringing our Armed-T therapeutic products to market and expanding patient accessibility.\n\nUnder the CytoArm License Agreement\nand the supplementary agreement, SL Bio holds a perpetual, irrevocable, royalty-bearing, exclusive license to manufacture, use, import,\noffer to sell, and sell the CD-19 Armed-T products. The CD-19 Armed-T Licensed Patent will terminate on the expiration date of CytoArm’s\nlast-to-expire patent, unless terminated by either party with thirty days’ written notice if there is a mutual recognition of significant\ndelays or, a material breach not corrected within thirty days. The last-to-expire licensed patent is scheduled to expire in March 2041.\nUnder the agreement, SL Bio and CytoArm have agreed to jointly develop CytoArm’s products using CytoArm’s CD-19 Armed-T patent\nand technology in various regions, including the United States and Taiwan.\n\n**Advancing Gamma Delta T cell culture technology\nthat enhances Pancreatic and Brain Cancer Treatment**\n\nOur\nbusiness also focuses on research and development for cancer treatment expanded to pancreatic and brain cancer by using the pioneering\nallogeneic, off-the-shelf cell therapies with Gamma delta T (“GDT” or “γδT”)\ncell culture technology.\n\nJi Yan BioMedical Co., Ltd. (“JY BioMed”) successfully\ncompleted the discovery and pre-clinical phases for the GDT cell therapy products in 2024. One preclinical non-animal study was designed\nto evaluate the cytotoxic effect of modified GDT cells against three human pancreatic carcinoma cell lines. The GDT cells used in this\nstudy were engineered T lymphocytes derived from peripheral blood, which were then expanded using a proprietary cytokine cocktail and\narmed with bispecific antibodies targeting specific tumor antigen, designed specifically for pancreatic cancer cell recognition and T\ncell activation. The findings of this study indicated that all three of the tested human pancreatic carcinoma cell lines were susceptible\nto modified GDT cell-toxicity. A second preclinical animal study was designed to evaluate the efficacy of unmodified GDT cells in the\nhuman glioblastoma U-87 MG xenograft model with female severe combined immunodeficient mice. The GDT cells used in this study were T lymphocytes\nderived from peripheral blood, expanded ex vivo using cytokine with no genetic modification or artificial receptor engineering. This study\nobserved significant reductions in mean tumor volumes for all three groups of mice that were treated with unmodified GDT cells. Nonetheless,\nthe results of these preclinical studies in no way guarantee that the same or similar results will be observed in clinical trials. SL\nScience has not yet obtained FDA clearance or approval for any of our product candidates, nor has it completed Phase I, II, or III clinical\ntrials, or submitted an IND application to FDA.\n\nGDT\nCells may represent an advanced allogeneic cell therapy engineered for immunotherapeutic applications. Preclinical studies have shown\nthat GDT Cells exhibit low residual αβ T cell contamination\nand high expression of key markers including CD3, Vδ2 and NKG2D,\nas measured in in-vitro flow cytometry marker expression assays.\n\nPreclinical studies have validated\nGDT Cells for their effective targeting and elimination of various cancer cell lines. Our GDT Cells are manufactured through JY BioMed’s\npartnership with a U.S. FDA-compliant contract development and manufacturing organization (CDMO) facility, and JY BioMed supplies the\nGDT Cells to us as a qualified raw material for our next-generation immunotherapies. This provides us with a ready-to-use cell therapy\nproduct — further expediting our clinical translation of cell-based immunotherapies to bring cutting-edge cancer treatments to patients\nworldwide.\n\n6\n\nGDT Cells can be sourced from\nhealthy donors and expanded in large quantities, making them an accessible “off-the-shelf” therapy. They have broader anti-tumor\nactivity and a lower risk of graft-versus-host disease (GvHD) compared to conventional T cells, as they do not rely heavily on MHC for\ntumor recognition and have more innate-like immune functions.\n\nWe license the GDT cell culture technology from JY BioMed, a company registered in Taiwan. Dr. Ethan Shen, our Chief Technology Officer,\nhas served as JY BioMed’s CEO until August 1, 2025, and has served as the Chairman of JY BioMed since December 1, 2025 and holds\na 76.0% equity stake as of the date of this Report. This technology significantly enhances our ability to expand GDT cells for the treatment\nof pancreatic and brain cancers.\n\nGDT cells are naturally non-MHC\nrestricted — that is, they do not rely on major histocompatibility complex (MHC) proteins which are essential for presenting\nantigens to T cells and triggering immune responses for recognition.\n\nSince\nJY BioMed possesses “Human-Derived Immune Cell γδT Cell\nPharmaceutical — Clinical-Grade Manufacturing Technology” and the related proprietary expertise and technical data,\nwith the capability for clinical application development, we entered into two global non-exclusive license agreements for GDT Immune Cells\n(γδT Cells) with JY BioMed on December 27, 2024, for pancreatic\nand brain cancers. On April 28, 2025, SL Bio amended and restated its agreements with JY BioMed to, among other things, combine the two\nprior agreements into a single agreement (the “GDT Cells License Agreement”), which grants SL Bio exclusive licenses for pancreatic\nand brain cancer treatment and adjusts the total consideration. With the licenses and the technical support by JY BioMed, we intend to\nutilize the aforementioned technology for the research and development of clinical-grade cellular products related to GDT cell pharmaceuticals\nfor the pancreatic and brain cancer treatment, and to apply these products in regenerative medicine and clinical research in future.\n\nAccording to the GDT Cells\nLicense Agreement, we have a global exclusive right to use, implement, reproduce, and modify JY BioMed’s proprietary technology\nand technical data for the development, manufacturing, offering for sale, selling, and use of the products derived and developed from\nJY BioMed’s GDT cells technology for pancreatic and brain cancer treatment (“GDT cell therapy products”). The term of\nlicensed period of the GDT Cells Licenses is 20 years after the GDT cell therapy products are launched, unless terminated by either\nparty with 30 days’ written notice if there is a mutual recognition of significant delays or impossibility of completion, a\nmaterial breach not corrected within thirty days, or if the other party undergoes reorganization, dissolution, or bankruptcy.\n\nUpon the entering of the original\nlicense agreements in December 2024, SL Bio paid $1 million to JY BioMed for the initial research and development costs and material costs\nof the GDT cell therapy products for pancreatic and brain cancer treatment. SL Bio will also bear the future research and development\ncosts of GDT cell therapy products thereafter.\n\nThe total consideration of the GDT Cells License Agreement is $38 million and SL Bio is obligated to pay a royalty of 7% and 10% of the\nsales of the GDT cells therapy products for pancreatic and brain cancer treatment generated from JY BioMed Licenses, respectively. As\nof the date of this Report, the $1 million payment noted above was paid to JY BioMed, according to the GDT Cells License Agreement. SL\nBio will pay the remaining consideration of $37 million to JY BioMed for further research and development of this technology and for the\napplication to pancreatic and brain cancer drugs and products when certain conditions and milestones are satisfied and completed by JY\nBioMed. The aggregate potential milestone payments to JY BioMed are as follows:\n\nMilestone Payments for GDT cell therapy product\nfor Pancreatic Cancer\n\nNo.\nMilestone Condition\nMilestone\nPayment\nUS$\n\n1\nCompletion of the validation of GDT Cell Cytotoxicity\n2,000,000\n\n2\nCompletion of the non-clinical animal efficacy and safety assessments for the pancreatic cancer\n600,000\n\n3\nSubmission and acceptance of IND application to the FDA\n600,000\n\n4\nFDA approval of IND\n800,000\n\n5\nSuccessful completion of the Phase I clinical trials confirming that safety and preliminary efficacy meet predetermined targets\n3,000,000\n\n6\nCompletion of enrollment of all subjects in a Phase II clinical trial\n2,000,000\n\n7\nCompletion of interim data collection and preliminary statistical analysis during Phase II Clinical trial period and submission of interim report that meets FDA requirements.\n3,000,000\n\n8\nCompletion of final data collection and statistical analysis of efficacy and safety data from all Phase II Clinical trial subjects and submission of complete final report that meets FDA requirements.\n5,000,000\n\nTotal\n17,000,000\n\n7\n\nMilestone Payments for GDT cell therapy product\nfor Brain Cancer\n\nNo.\nMilestone Condition\nMilestone\nPayment\nUS$\n\n1\nCompletion of the validation of GDT Cells Cytotoxicity\n2,500,000\n\n2\nCompletion of the non-clinical animal efficacy and safety assessments for the brain cancer\n750,000\n\n3\nSubmission and acceptance of IND application to the FDA\n750,000\n\n4\nFDA approval of IND\n1,000,000\n\n5\nSuccessful completion of the Phase I clinical trials confirming that safety and preliminary efficacy meet predetermined targets\n5,000,000\n\n6\nCompletion of enrollment of all subjects in a Phase II clinical trial\n2,000,000\n\n7\nCompletion of interim data collection and preliminary statistical analysis during Phase II Clinical trial period and submission of interim report that meets FDA requirements.\n3,000,000\n\n8\nCompletion of final data collection and statistical analysis of efficacy and safety data from all Phase II Clinical trial subjects and submission of complete final report that meets FDA requirements.\n5,000,000\n\nTotal\n20,000,000\n\nSL Bio is also obligated to pay the patent application fees (if any), patent maintenance fees, and project development fees, as well as\nexpenses, costs, taxes, and fees incurred during the term of the agreement. As of the date of this Report, there have been no patent application\nfees, patent maintenance fees, or project development fees payable or reimbursable by SL Bio under the GDT Cells License Agreement.\n\nAccording to the National Cancer Institute (*https://www.cancer.gov/about-cancer/understanding/statistics,\nupdated May 2025*), approximately 40% of people in the U.S. will be diagnosed with cancer during their lifetime. The costs of\ncancer treatment in the U.S. are estimated to exceed $245 billion by 2030, which is a projection by the American Association\nfor Cancer Research (*https://www.aacr.org/about-the-aacr/newsroom/news-releases/cancer-care-costs-in-the-united-states-are-projected-to-exceed-245-billion-by-2030/,\npublished June 2020*). This figure reflects the growing financial burden associated with cancer care, which includes various treatment\nmodalities such as chemotherapy, radiation, and surgical interventions. The rising costs are attributed to factors such as an aging population\nand advancements in expensive treatment options. Our two primary target indications are pancreatic cancer and brain cancer, specifically\nglioblastoma multiforme (GBM). Both conditions present substantial clinical challenges due to aggressive tumor biology, limited effective\ntreatment options, and poor patient prognosis. Pancreatic cancer is characterized by rapid progression, late-stage diagnosis, and resistance\nto conventional therapies, resulting in one of the lowest survival rates among cancers. The current therapeutic landscape primarily involves\nsurgery, chemotherapy, and radiation; however, these modalities often provide limited improvement in survival. The introduction of GDT\ncell therapy presents a promising therapeutic alternative. GDT cells, derived from healthy donors and expanded ex vivo, provide a scalable,\n“off-the-shelf” solution. Brain cancer, particularly GBM, is similarly challenging, with median survival times often less\nthan two years despite aggressive standard treatments. The blood-brain barrier limits the effectiveness of conventional therapies,\nnecessitating novel therapeutic approaches. GDT cells, administered intracranially, offer an innovative strategy for targeting GBM directly\nwithin the tumor microenvironment. The unique properties of GDT cells position them as a promising therapeutic avenue for GBM. By focusing\non these two critical indications, we hope to address significant unmet medical needs and provide effective, accessible treatments to\nimprove patient outcomes. However, we note that, at this time, SL Science has not yet obtained FDA clearance or approval for any of our\nproduct candidates, nor has it completed Phase I, II, or III clinical trials, or submitted an IND application to FDA.\n\n8\n\nAccording to a report published\nby the Business Research Company (*https://www.thebusinessresearchcompany.com/report/solid-tumor-cancer-treatment-global-market-report,\npublished January 2025*), the global solid tumor cancer therapeutics and market size was $232 billion in 2024 and estimated to\n$266 billion in 2025. It is further expected to grow to $443 billion in 2029 with a CAGR of 13.6%. Within this growing market,\nGDT cell therapies for pancreatic cancer and brain cancer are poised for significant expansion.\n\nAccording to a report published by The Business Research Company (published January 2026), the global solid tumor cancer treatment market reached $265.41 billion in 2025 *(https://www.thebusinessresearchcompany.com/report/solid-tumor-cancer-treatment-global-market-report#market-overview)*.\nIt is projected to grow to $301.06 billion in 2026 and further expand to $501.28 billion by 2030 at a compound\nannual growth rate (CAGR) of 13.6%* (https://www.thebusinessresearchcompany.com/report/solid-tumor-cancer-treatment-global-market-report#market-growth-forecast)*.\nWithin this growing market, the report notes that major companies are focusing on developing advanced cell-based treatments for\nsolid tumors (https://www.thebusinessresearchcompany.com/report/solid-tumor-cancer-treatment-global-market-report#market-trends-and-insights).\n\nAccording to Fortune Business Insights (*https://www.fortunebusinessinsights.com/pancreatic-\ncancer-treatment -market-101989, updated May 2026*), the global pancreatic cancer treatment market, was valued at approximately\n$3.82 billion in 2025, and is expected to grow from $4.42 billion in 2026 to $14.43 billion by 2034, driven by advanced therapeutic\napproaches like GDT cell therapies, increased disease prevalence, and improvements in early diagnosis. In the U.S., this market alone\nis projected to reach about $5.25 billion by 2032 due to sophisticated healthcare infrastructure and rapid adoption of innovative\ntreatments. Similarly, the global brain tumor treatment market, valued at around $2.29 billion in 2025, is estimated to rise\nto approximately $5.2 billion by 2032, reflecting increased investments in new therapeutic developments and growing patient populations,\naccording to a report published by Fortune Business Insights (*https://www.fortunebusinessinsights.com/brain-tumor-drugs-market-105025,\nupdated May 2026*). The U.S. market for brain tumor treatments is also expected to experience robust growth, reaching about $1.47 billion\nby 2030, fueled by significant ongoing research, drug development, and favorable regulatory frameworks supporting novel therapies such\nas GDT cell therapeutics.\n\nFurther, according to the Fortune\nBusiness Insights report on pancreatic cancer, the growth of the pancreatic cancer therapeutics and diagnostics market is propelled by\ntechnological innovations and new treatment extensions. This includes immunotherapy and other targeted therapies, along with advances\nin surgery that are changing the way we treat these malignancies for the better. Furthermore, the growth of the market is also related\nto increasing awareness, rising patient population and several U.S. governmental programs aimed at improving health care facilities\nand therapies. Their commitment has resulted in new high-value investments in research and therapies, as well as the expansion of clinical\ntrial markets. Therefore, the market structure creates favorable conditions for further growth in treatment development and innovation.\n\n** **\n\n**Timeline for IND submission and Clinical Trial\nPipelines for GDT cell therapy products**\n\nIn\nDecember 2024, JY BioMed obtained an active U.S. FDA Drug Master File (DMF) number (DMF Number: 041080) for its Unmodified Vδ2+\nGamma Delta T Cells technology. This DMF provides the U.S. FDA with confidential, detailed information regarding the manufacturing,\nprocessing, and quality controls of the technology, making it available for reference by authorized parties during regulatory submissions.\nDMF holders can authorize one or more applicants or sponsors to incorporate by reference information contained in the DMF without having\nto disclose that information to the applicants or sponsors. DMFs are submitted solely at the discretion of their holders and are not required\nby statute or regulation. Ordinarily, the FDA neither independently reviews nor approves DMF submissions. Instead, the FDA customarily\nreviews the technical contents of DMFs only in connection with the review of applications that reference them.\n\nOur estimated timeline for\nbringing our GDT cell therapy products to US market is as follows:\n\n●JY BioMed has passed through the discovery and preclinical\nstage in December 2024.\n\n●\nTechnology transfer of the manufacturing process to an FDA-compliant CDMO was completed in July 2025, and the closed-system cell-processing equipment required for the alpha-beta T-cell depletion step was installed at the CDMO in February 2026.\n\n●\nThe clinical-grade reagent used in the alpha-beta T-cell depletion step is subject to import review by the TFDA; the import application was filed in May 2026, and delivery is currently expected in the fourth quarter of 2026. IND-enabling GLP toxicology studies require clinical-grade material and have not commenced.\n\n●\nAs of the\ndate of this Report, no IND has been filed with the FDA. SL Bio is the intended sponsor of the IND and currently expects to file it\nfollowing completion of the IND-enabling GLP toxicology studies and a planned pre-IND meeting, anticipated during Q1 2027, subject\nto the risks described herein. The IND submission to the FDA is projected to be filed in Q3 2027.\n\n9\n\n●Phase I clinical trial is projected to be initiated if SL\nScience is able to obtain an IND.\n\n●Phase II clinical trial is projected to be initiated following\ncompletion of the Phase I clinical trial.\n\n●Phase III clinical trial is projected to be initiated following\ncompletion of the Phase II clinical trial.\n\nSL Science has not received\nany FDA approval for its products to date, and there is no guarantee that we will ever obtain FDA approval for our products.\n\nOn March 30, 2026, SL Bio submitted a request for orphan-drug designation\nof its Vδ2+ γδT cell product for the treatment of GBM (DRU-2026-11528). By letter dated May 22, 2026, the FDA’s\nOffice of Orphan Products Development declined to grant the request at that time and requested additional nonclinical data, including\nefficacy data in which the product is administered after tumor establishment, and confirmation of the identity of the product used in\nthe animal studies. The request has been held in abeyance, and SL Bio may submit an amendment within one year. SL Bio has engaged a Contract\nResearch Organization (“CRO”) to generate the requested data and intends to seek orphan-drug designation\nfor the pancreatic cancer indication. Orphan-drug designation, if granted, provides development incentives but does not constitute marketing\napproval, does not accelerate or replace the IND process, and is not assured.\n\nOur strategy for bringing GDT\ncell therapy products to the U.S. market includes a clearly defined pathway that emphasizes both independent clinical development\nand strategic partnerships. JY BioMed successfully completed the discovery and pre-clinical phases in 2024. One preclinical non-animal\nstudy was designed to evaluate the cytotoxic effect of modified GDT cells against three human pancreatic carcinoma cell lines. The GDT\ncells used in this study were engineered T lymphocytes derived from peripheral blood, which were then expanded using a proprietary cytokine\ncocktail and armed with bispecific antibodies targeting specific tumor antigen, designed specifically for pancreatic cancer cell recognition\nand T cell activation. The findings of this study indicated that all three of the tested human pancreatic carcinoma cell lines were susceptible\nto modified GDT cell-toxicity. A second preclinical animal study was designed to evaluate the efficacy of unmodified GDT cells in the\nhuman glioblastoma U-87 MG xenograft model with female severe combined immunodeficient mice. The GDT cells used in this study were T lymphocytes\nderived from peripheral blood, expanded ex vivo using cytokine with no genetic modification or artificial receptor engineering. This study\nobserved significant reductions in mean tumor volumes for all three groups of mice that were treated with unmodified GDT cells. Nonetheless,\nthe results of these preclinical studies in no way guarantee that the same or similar results will be observed in later clinical trials.\n\nThe successful completion of the discovery and preclinical phases in\n2024 has positioned SL Bio to file an IND application with the FDA, which SL Bio currently expects to occur during Q3 2027. If the IND\nis successfully obtained, SL Science intends to proceed with a Phase I trial. If the Phase I clinical trial is successfully completed,\nSL Science intends to proceed with a Phase II clinical trial. If the Phase II clinical trial is successfully completed, the Company intends\nto proceed with a Phase III clinical trial, which may take several years to complete. Key trial endpoints will include safety profiles,\ntumor response rates, survival metrics, progression-free survival, and patient quality of life indicators. JY BioMed holds the IP of the\nGDT Cell therapy product expansion and will manage these clinical trials due to its specialized experience in cell therapy development\nand regulatory affairs, while SL Bio will pay for the costs of clinical development and be primarily engaged in technology development\nand licensing activities. SL Science has not received any FDA approval for its products to date, and there is no guarantee that we will\never obtain FDA approval for our products.\n\nSimultaneously, we plan\nto actively pursue licensing agreements or potential acquisitions with major pharmaceutical companies beginning in the late Phase I\nor early Phase II stages. This strategic partnership approach aims to leverage the resources, expertise, and commercial channels of\nestablished industry leaders to ensure swift market entry upon successful completion of clinical trials. Through early engagement\nwith potential pharmaceutical partners, JY BioMed aims to maximize the commercial potential of our GDT cell therapy products and\nexpedite their availability to patients.\n\n10\n\nUpon the entering of the original\nlicense agreements in December 2024, SL Bio paid $1 million to JY BioMed for the initial research and development costs and material costs\nof the GDT cell therapy products for pancreatic and brain cancer treatment. SL Bio will also bear the future research and development\ncosts of GDT cell therapy products thereafter. According to the GDT Cells License Agreement, SL Bio has a global exclusive right to use,\nimplement, reproduce, and modify JY BioMed’s proprietary technology and technical data for the development, manufacturing, offering\nfor sale, selling, and use of the products derived and developed from JY BioMed’s GDT cells technology for pancreatic and brain\ncancer treatment (the GDT cell therapy products). The term of licensed period of the GDT Cells Licenses is 20 years after the GDT cell\ntherapy products are launched, unless terminated by either party with 30 days’ written notice if there is a mutual recognition of\nsignificant delays or impossibility of completion, a material breach not corrected within thirty days, or if the other party undergoes\nreorganization, dissolution, or bankruptcy.\n\n** **\n\n**Our Exosome Business**\n\nSince 2022, we have developed and sold milk-derived exosome cosmetics\nand plant extract hair care solutions for consumers in Taiwan. We expect that as our cell therapies for cancer treatment mature, we will\ngradually phase out our legacy exosome cosmetic and plant supplement businesses. That said, our exosome cosmetic and plant supplement\nbusinesses continue to be an important part of our overall business.\n\nMilk-Derived Exosome Skin Care\n\nMilk-derived exosomes are nano-sized\nextracellular vesicles naturally secreted by mammary epithelial cells and found abundantly in the milk of mammals such as cows and humans.\nThese vesicles are rich in bioactive molecules, including proteins, lipids, and nucleic acids (such as microRNAs), and play a key role\nin intercellular communication. Due to their biocompatibility, stability in the gastrointestinal tract, and natural origin, milk-derived\nexosomes are gaining attention as a promising therapeutic delivery system.\n\nTheir therapeutic benefits\ninclude the ability to deliver drugs, RNA molecules, or other therapeutic agents across biological barriers with low immunogenicity. Studies\nhave shown they can modulate immune responses, support gut health, and exhibit anti-inflammatory and regenerative properties. Furthermore,\ntheir scalable extraction from milk makes them an accessible and cost-effective platform for drug delivery and nutraceutical applications.\n\nSince 2022, we have developed\nand supplied cow milk exosome-based cosmetic formulations in Taiwan, launching commercially available skincare products in 2023.\n\nOur skincare products are certified\naccording to International Organization for Standardization (ISO) standards, dermatologically tested, and rigorously quality-controlled,\nour exosome-based concentrates represent a cell-free alternative to traditional stem cell therapies.\n\nWhile there is no present intention to market our exosome-containing products in the U.S., we may later determine to do so. Such products\nare subject to regulation in the U.S. under the Federal Food, Drug, and Cosmetic Act, 21 U.S.C. 301 et seq. (FDCA). There are currently\nno FDA-approved exosome products in the U.S. Nonetheless, based on FDA’s regulatory scheme, and based on their intended use, we\nbelieve that such products will be regulated as drugs needing FDA approval, medical devices potentially needing FDA clearance or approval,\nor cosmetics. If only cosmetic-type claims are made for these products, we believe it is arguable that such products should be regulated\nas cosmetics, rather than drugs or medical devices. In Taiwan, our exosome-containing products are classified as non-medical cosmetics\nunder Taiwan’s Cosmetic Hygiene and Safety Act. In accordance with Taiwan’s cosmetic regulations, such products are permitted\nfor sale without premarket approval, provided that they do not contain restricted ingredients.\n\nAs noted previously, any statements regarding the intended use of these\nproducts contained in this Report pertain to marketing these products outside the U.S., and in no way indicate how SL Science may eventually\nintend to label and market such products in the U.S. Notably, statements that may be considered by the FDA to be drug claims, such\nas those referring to the modulation of immune responses and regenerative properties, are applicable to these products solely as they\nare marketed outside the U.S. Such claims or claims that are similar in kind will not be utilized to market these products in the\nU.S. if we decide to market such products in the U.S. as cosmetics.\n\nShould SL Science choose to market our exosome products in the U.S. as\ncosmetics, we will carefully revise any labeling, product claims, marketing statements, and all other applicable materials to ensure compliance\nwith U.S. regulatory requirements applicable to cosmetics. Any claims referenced in this Report that may be interpreted as drug or\nmedical device claims with respect to these products will be carefully reviewed and modified as appropriate at that time.\n\n11\n\nThe table below lists our current\nskincare products available in Taiwan:\n\n**Item**\n\n**Illustration**\n\n**Supplier/Manufacturer**\n\n**Exosome Type**\n\n**Market**\n\nExosome Concentrate\n\nYC Biotech CO., LTD\n\nBovine Milk-derived Exosomes\n\nTaiwan\n\nSkin care product (Exosomes)\n\nYC Biotech CO., LTD\n\nBovine Milk-derived Exosomes\n\nTaiwan\n\n** **\n\n**Our Plant Extract Business**\n\nCitrus Reticulata (Tangerine) Extract Hair\nCare\n\nCitrus reticulata (tangerine)\nextract is derived from the peel and pulp of the tangerine fruit, a botanical source rich in natural antioxidants, vitamins, flavonoids,\nand essential oils.\n\nSince 2022, we have focused\non the research and development of tangerine extract-based cosmetic formulations in Taiwan, combining traditional botanical knowledge\nwith modern cosmetic science. In 2023, we successfully launched our tangerine extract hair care products commercially in Taiwan. Our hair\ncare products include high-purity tangerine extract and scalp treatment tonics. All formulations are ISO-certified, dermatologically tested,\nand manufactured under strict quality control protocols. These products provide a safe, natural alternative to synthetic scalp treatments\nand are suitable for long-term use across a variety of hair types and conditions.\n\nWhile there is no present intention\nto market our products containing plant-based extracts in the U.S., we may later determine to do so. Such products are subject to regulation\nin the U.S. under the FDCA, however it is uncertain whether plant-based exosome products would be regulated by FDA as drugs or cosmetics.\nIf only cosmetic-type claims are made for these products, we believe it is arguable that such products should be regulated as cosmetics,\nrather than drugs. In Taiwan, our exosome-containing products are classified as non-medical cosmetics under Taiwan’s Cosmetic Hygiene\nand Safety Act. In accordance with Taiwan’s cosmetic regulations, such products are permitted for sale without premarket approval,\nprovided that they do not contain restricted ingredients or make unsubstantiated therapeutic claims.\n\nAs noted previously, any statements regarding the intended use of these products contained in this Report pertain to marketing these products\noutside the U.S., and in no way indicate how SL Science may eventually intend to label and market such products in the U.S. Notably, statements\nthat may be considered by the FDA to be drug claims, such as those referring to hair growth, dandruff reduction, and hair follicle regeneration,\nare applicable to these products solely as they are marketed outside the U.S. Such claims or claims that are similar in kind will not\nbe utilized to market these products in the U.S. if we decide to market such products in the U.S. as cosmetics.\n\n12\n\nShould SL Science choose to market our products containing plant-based extracts in the U.S. as cosmetics, we will carefully revise any\nlabeling, product claims, marketing statements, and all other applicable materials to ensure compliance with U.S. regulatory requirements\napplicable to cosmetics. Any claims referenced in this Report that may be interpreted as drug claims with respect to these products will\nbe carefully reviewed and modified as appropriate at that time.\n\n**Item**\n\n**Illustration**\n\n**Supplier/Manufacturer**\n\n**Extract Type**\n\n**Market**\n\nHair care product\n\n(Plant Extract)\n\nYC Biotech CO., LTD\n\nPlant-derived\n\nExtract\n\n(Tangerine)\n\nTaiwan\n\nStarting in the third quarter\nof 2024, SL Bio commenced the sales of exosomes to corporate customers in Taiwan, including a distribution arrangement with one of our\ncorporate customers, Yu Ru Health Management Consulting Co., Ltd. Under this distribution agreement, SL Bio grants Yu Ru Health Management\nConsulting Co., Ltd. exclusive rights to market products in Asia and commits to providing marketing strategies, product training, technical\nsupport, and promotional materials. The agreement is effective from July 1, 2024, until June 30, 2025.\n\nWe believes that the extension\nof sales channels from retail to corporate customers will enable the expansion of sales in the near future. The global market for exosome-based\nskincare and haircare products is rapidly expanding, driven by increasing consumer demand for advanced anti-aging and regenerative treatments.\nThis distribution agreement is for promoting and distributing SL Science’s branded products across Asia.\n\nAccording to Valuates Reports (*https://reports.valuates.com/market-reports/QYRE-Auto-2N13078/global-exosomes-skincare,\nupdated April 2026*), the global exosome skincare market was valued at approximately US$423 million in 2024 and is projected to\nreach US$809.5 million by 2032, growing at a compound annual growth rate (CAGR) of 9.9%. In the United States alone, the exosome\nmarket was estimated at US$73.58 million in 2023, with a projected CAGR of 34.2% from 2024 to 2030, according to a report by Grand\nView Research (*https://www.grandviewresearch.com/industry-analysis/us-exosomes-market-report, published April 2024*). This robust\ngrowth, according to the report, is attributed to technological advancements in exosome extraction and application, rising consumer awareness\nabout regenerative medicine benefits, and increased investment in biotechnology research. These factors collectively underscore the significant\npotential and sustained growth prospects for exosome products in both skincare and haircare sectors globally.\n\n** **\n\n**Intellectual Property Portfolio**\n\nOur commercial success depends\nin part on our ability to obtain rights in patented and other proprietary and commercially important technologies, inventions, know-how,\nand trade secrets related to our business, and operate without infringing on the valid and enforceable intellectual property rights of\nothers.\n\nThe patent positions for biotechnology\ncompanies like us are generally uncertain and can involve complex legal, scientific, and factual issues. In addition, the coverage claimed\nin a patent application can be significantly reduced before a patent is issued, and its scope can be reinterpreted and even challenged\nafter issuance. As a result, we cannot guarantee that any of our product candidates will be protectable or remain protected by enforceable\npatents. We cannot predict whether the patent applications we are currently licensing will issue as patents in any particular jurisdiction\nor whether the claims of any issued patents will provide sufficient proprietary protection from competitors. Any patents that we license\nmay be challenged, circumvented, or invalidated by third parties.\n\nIn addition to patent protection,\nwe also rely on know-how and trade secrets for proprietary information that is not amenable to, or that is not appropriate for, patent\nprotection, to develop and maintain our proprietary position. However, trade secrets can be difficult to protect. Although we take steps\nto protect our proprietary information, including restricting access to our premises and our confidential information and entering into\nagreements with our employees, consultants, advisors, and potential collaborators, third parties may independently develop the same or\nsimilar proprietary information or may otherwise gain access to our proprietary information. As a result, we may be unable to meaningfully\nprotect know-how, trade secrets, and other proprietary information that we own or license from third parties.\n\nAs of the date of this Report, SL Science does not own any patents;\nhowever, we have licensed one issued patent in the United States; and nine pending patents, including one pending patent in United States\nin addition to know-how related to or which may otherwise be used to practice the inventions and technologies in the licensed patents\nand/or patent applications.\n\n13\n\nThe table below summarizes SL Science’s portfolio of patents,\nall of which are licensed by CytoArm:\n\n** **\n\n**CD-19 LICENSED PATENTS**\n\n** **\n\n**Invention Name**\n\n**Application\nRegion**\n\n**Application\nDate**\n\n**Application\nNumber**\n\n**Issue\nDate**\n\n**Certificate\nNumber**\n\n**Status**\n\n**Potential\nExpiration\nDate**\n\nBI-SPECIFIC ANTIBODIES FOR USE IN PRODUCING ARMED IMMUNE CELLS\n\nTaiwan\n\n2021/03/23\n\nTW202202522A\n\nPending\n\nMarch 2041\n\nUnited States\n\n2021/03/23\n\nUS2024209084A1\n\nPending\n\nMarch 2041\n\nJapan\n\n2021/03/23\n\n2023-519851A\n\nPending\n\nMarch 2041\n\nAustralia\n\n2021/03/23\n\n2021244375A1\n\nPending\n\nMarch 2041\n\nEurope\n\n2021/03/23\n\nEP4126954A4\n\nPending\n\nMarch 2041\n\nChina\n\n2021/03/23\n\n202180029464.3\n\nPending\n\nMarch 2041\n\nWorld\n\n2021/03/23\n\nWO2021195067A1\n\nPending\n\nMarch 2041\n\nSingapore\n\n11202253320D\n\nPending\n\nMarch 2041\n\nIsrael\n\n296566\n\nPending\n\nMarch 2041\n\nJY BioMed also in the application\nof the following patent in relation to the production of the GDT Cells:\n\n** **\n\n**JY BIOMED PATENT**\n\n** **\n\n**Invention Name**\n\n**Application\ncountry**\n\n**Application\nDate**\n\n**Application\nNo.**\n\n**Certificate\nNo.**\n\n**Status**\n\n**Expiration\nDate**\n\nMETHOD FOR THE PRODUCTION OF GAMMA DELTA T CELLS FOR IMMUNOTHERAPY APPLICATIONS\n\nUS\n\n2025/01/07\n\n63/742,633\n\nProvisional Application\n\n** **\n\n**Competition**\n\nSL Science is focused on advancing\nits core cell therapy pipeline, with an emphasis on novel T cell platforms addressing unmet medical needs in oncology. Key strategic plans\nfor the near future include:\n\n1.\nArmed-T IND Submission and Phase I Initiation (2025 – 2026): Armed-T, has conducted preclinical studies and, following an INTERACT meeting with the FDA (written responses dated January 6, 2026), is addressing the FDA’s comments and completing additional nonclinical and manufacturing activities. The Company intends to request a pre-IND meeting and currently anticipates filing the IND during Q1 2027.\n\n2.\nAdvancement of Gamma Delta T Cell (GDT) Platform: The Company is optimizing its allogeneic GDT cell therapy platform. Completion of the IND-enabling GLP toxicology studies depends on the availability of clinical-grade material (see “—Timeline” above); the Company currently expects SL Bio to file an IND for the GDT cell therapy products during Q3 2027. The platform targets both solid and hematologic malignancies and offers a differentiated safety and manufacturing profile compared to conventional CAR-T therapies.\n\n3.\nStrategic Partnering and Licensing: The Company plans to seek development and commercialization partnerships with global pharmaceutical companies following early clinical validation (e.g., late Phase I/early Phase II). These partnerships are expected to accelerate global market access and reduce commercialization risk.\n\n14\n\n4.Gradual Exit from Legacy Non-Core Business Lines: Consistent\nwith its focus on advanced cell therapies, the Company intends to gradually phase out its legacy exosome cosmetic and plant supplement\nbusinesses, while fulfilling all existing contractual obligations.\n\nThese initiatives reflect the\nCompany’s commitment to becoming a clinically driven, innovation-focused biotechnology company with a primary emphasis on immune\ncell therapy.\n\nIn general, the cancer treatment\nlandscape is competitive. We face competition from both platform- and pipeline-stage competitors as well as commercial-stage competitors.\n\nOur platform- and pipeline-stage\ncompetitors are companies that focus on gamma delta T cell (GDT) platforms or closely related allogeneic/engineered T cell programs at\nsimilar stages of development, including:\n\n●Adicet Bio, Inc. (Nasdaq: ACET) — Allogeneic GDT platform;\nPhase I clinical trial (ADI-001);\n\n●IN8bio, Inc. (Nasdaq: INAB) — Autologous GDT therapy;\nPhase I/II clinical trials;\n\n●Cabaletta Bio, Inc. (Nasdaq: CABA) — Engineered T cell\ntherapies for autoimmune disease; early clinical development;\n\n●Precision BioSciences, Inc. (Nasdaq: DTIL) — Gene-edited\nallogeneic T cell programs; early-stage oncology pipeline; and\n\n●TCR² Therapeutics — TCR-T cell therapy company\n(acquired by Kite Pharma/Gilead in 2023).\n\nOur commercial-stage competitors\ninclude well-known pharmaceutical companies and large-cap strategic acquirers in the cell therapy and oncology space, including:\n\n●Gilead Sciences, Inc. (Nasdaq: GILD) — Commercial CAR-T\n(Yescarta); acquirer of Kite Pharma;\n\n●Bristol Myers Squibb Company (NYSE: BMY) — Commercial\nCAR-T (Breyanzi, Abecma);\n\n●Novartis AG (NYSE: NVS) — Commercial CAR-T (Kymriah);\nand\n\n●Amgen Inc. (NYSE: AMGN), Johnson & Johnson (NYSE: JNJ)\n— Represent large-cap strategic acquirers in the cell therapy and oncology space.\n\n** **\n\n**Competition to our CD-19 Armed-T therapy**\n\nWith respect to our\nCD-19 Armed-T therapy, two specific competitors are Novartis and Gilead, which both offer CAR-T based therapies. Novartis’\nKymriah is a prescription cancer treatment made from a patient’s own white blood cells. It is used to treat certain\ntypes of leukemia and non-Hodgkin lymphoma. Kymriah is a cell-based gene therapy and the first CAR-T therapy approved by the\nFDA. However, Kymriah may cause severe or life-threatening side effects, such as Cytokine Release Syndrome or neurological\ntoxicities.\n\nGilead, through the acquisition\nof Kite Pharma, Inc., has also obtained Yescarta, a CAR-T cell therapy. It has announced results from a five-year follow-up analysis of\nZUMA-5, a Phase 2 study of Yescarta in patients with relapsed/refractory non-Hodgkin lymphomas (NHL) including follicular lymphoma\n(FL) or marginal zone lymphoma (MZL). The analysis demonstrated that after a median follow-up of more than five years, patients treated\nwith Yescarta continued to experience durable response and long-term survival.\n\nApproved CAR-T therapies such\nas Kymriah (tisagenlecleucel) and Yescarta (axicabtagene ciloleucel) have demonstrated clinical success in hematologic malignancies, but\nthey are limited by complex manufacturing processes, irreversible genetic modification, and treatment-related toxicities such as cytokine\nrelease syndrome and neurotoxicity.\n\n** **\n\n**Competition to our GDT Cell therapy**\n\nAutologous T cell therapies,\nsuch as those used in CAR-T cell treatments, involve extracting T cells from a patient’s own body, modifying them to enhance their\nanti-tumor activity, and then reinfusing them back into the patient. It would involve more time and costs for the treatment and face manufacturing\nchallenges of cell and the risk of cell dysfunction.\n\n15\n\nIn\nthe highly competitive field of GDT cell therapies, several key players stand out, including Adicet Bio, IN8bio, GammaDelta Therapeutics\n(a Takeda company), and TC BioPharm. Adicet Bio is advancing allogeneic gamma delta CAR-T therapies targeting cancers and autoimmune diseases,\nnotably its lead candidate ADI-001. IN8bio develops both allogeneic and autologous gamma delta T cell therapies for solid tumors and hematological\ncancers. GammaDelta Therapeutics, acquired by Takeda, focuses on Vδ1+\ngamma delta T cells targeting solid and blood cancers. TC BioPharm has also made strides, particularly in oncology, using engineered gamma\ndelta T cells in advanced clinical trials.\n\nOur GDT cells can be sourced\nfrom healthy donors and expanded in large quantities, making them an accessible “off-the-shelf” therapy.\n\n** **\n\n**Competition to our Exosome Business**\n\nThe global market for exosome-based\ncosmetic and therapeutic applications is rapidly evolving and can be broadly segmented into products utilizing naturally secreted animal-derived\nexosomes. These include exosomes derived from human or animal cell sources, which have shown promising potential in regenerative medicine,\ndermatology, and aesthetic applications due to their bioactive cargo and intercellular communication capabilities.\n\nAt SL Science, we strategically\ndifferentiate our product line by utilizing the most biologically compatible and functionally potent exosome type for dermatological application.\nMilk-derived exosomes are the foundation of our skincare formulations, enabling us to deliver targeted, cell-free solutions that match\nthe biological needs of skin.\n\nAnimal-derived exosomes, particularly\nthose extracted from bovine colostrum or mature milk, are gaining traction across cosmetics, nutraceuticals, and pharmaceuticals. Rich\nin regenerative and immunomodulatory molecules, they mimic human cell signaling pathways and offer excellent bioavailability. Our milk\nexosome-based skincare products stand out in this competitive field through high-purity extraction from bovine milk via proprietary purification\nprocesses, a robust safety profile supported by ISO certification and dermatological testing, superior bioactivity that promotes dermal\nregeneration, collagen production, and anti-inflammatory benefits, and proven consistency with quality-controlled batches ensuring reproducible\nresults. We serve the premium skincare segment, providing science-backed solutions for anti-aging, skin renewal, and post-treatment recovery.\nCompetitors in this area include Purasomes by Dermoaroma (colostrum-derived), BIOREG EXOSOME + HA by My Skin Chemistry UK (milk exosome\nwith hyaluronic acid), and Medicube, a Korean skincare brand targeting sensitive skin and anti-aging needs with exosome-based formulas.\n\nWe also face competition from\nmesenchymal stem cell- (or MSC-) derived exosome products. MSC-derived exosomes are small vesicles released by — multipotent\ncells capable of differentiating into bone, cartilage, and fat that also exhibit regenerative and immune-regulatory functions. These exosomes\ncarry bioactive molecules such as proteins, lipids, and RNA that influence cell behavior by facilitating intercellular communication.\nThey contribute to tissue repair, modulate immune responses, and reduce inflammation. Due to their regenerative and therapeutic potential,\nMSC-derived exosomes are being investigated as a cell-free alternative to traditional stem cell therapies for conditions including cardiovascular\ndiseases, neurodegenerative disorders, and cancer. We do not currently make products from MSC-derived exosomes; however, this is an area\nthat the Company may explore in the future.\n\nWe differentiate ourselves\nby leveraging high-purity milk-derived exosomes for skincare applications — maximizing biological compatibility, functional\nrelevance, safety, and consumer trust. Backed by ISO standards, dermatological validation, and proprietary purification technology, our\nexosome portfolio is engineered for real biological efficacy, not just trend appeal.\n\nWhile there is no present intention\nto market our exosome-containing products in the U.S., we may later determine to do so. Such products are subject to regulation in the\nU.S. under the FDCA. There are currently no FDA-approved exosome products in the U.S. Nonetheless, based on FDA’s\nregulatory scheme, and based on their intended use, we believe that such products will be regulated as drugs needing FDA approval, medical\ndevices potentially needing FDA clearance or approval, or cosmetics. If only cosmetic-type claims are made for these products, we believe\nit is arguable that such products should be regulated as cosmetics, rather than drugs or medical devices.\n\n16\n\nAs noted previously, any statements regarding the intended use of these\nproducts contained in this Report statement pertain to marketing these products outside the U.S., and in no way indicate how SL Science\nmay eventually intend to label and market such products in the U.S. Notably, statements that may be considered by the FDA to be drug\nclaims, such as those referring to the modulation of immune responses and regenerative properties, are applicable to these products solely\nas they are marketed outside the U.S. Such claims or claims that are similar in kind will not be utilized to market these products\nin the U.S. if we decide to market such products in the U.S. as cosmetics.\n\nShould SL Science choose to market our exosome products in the U.S. as\ncosmetics, we will carefully revise any labeling, product claims, marketing statements, and all other applicable materials to ensure compliance\nwith U.S. regulatory requirements applicable to cosmetics. Any claims referenced in this Report that may be interpreted as drug or\nmedical device claims with respect to these products will be carefully reviewed and modified as appropriate at that time.\n\n** **\n\n**Competition to our Plant Extract Business**\n\nThe global market for plant-derived\nbioactive compounds in cosmetic and therapeutic applications is rapidly expanding and marked by increasing competition. This sector encompasses\na broad range of plant extract-based formulations developed for skin, scalp, and wellness solutions, including products targeting anti-aging,\nantioxidant defense, inflammation reduction, and regenerative support. As consumers shift toward clean-label and botanical ingredients,\ndemand for effective and naturally sourced alternatives to synthetic compounds or pharmaceutical agents continues to rise.\n\nAt SL Science, we strategically\ndifferentiate our product line by focusing exclusively on tangerine extract. Selected for its high concentration of biologically active\nflavonoids and citrus polyphenols, this extract forms the scientific and functional core of our hair and scalp care formulations. Through\nadvanced purification processes and stringent quality control, we utilize tangerine extract to deliver consistent, non-pharmaceutical\nsolutions that promote scalp health, restore hair vitality, and align with modern expectations for safety, efficacy, and botanical purity.\n\nTangerine extract, rich in\ncompounds such as hesperidin and naringin, has attracted attention for its ability to stimulate microcirculation, reduce oxidative stress,\nand support healthy tissue responses. These properties translate into tangible cosmetic and therapeutic benefits when applied to the scalp.\nSL Science’s tangerine extract is sourced from certified citrus harvests and processed using proprietary technology that preserves\nits bioactivity. Our products are tested according to ISO safety and dermatological standards and have demonstrated clinical relevance\nin improving hydration, reducing dandruff, and enhancing follicle resilience in the scalp environment.\n\nThe competitive landscape includes\ncompanies such as Nutrafol, a Unilever brand that incorporates various plant-based ingredients for hair growth support. Other botanical-forward\ncosmeceutical brands, including The Ordinary, offer plant extract-based serums targeting scalp wellness. In addition to these direct competitors,\nour products also compete indirectly with drug-based hair growth treatments such as minoxidil and finasteride, as well as invasive hair\nrestoration procedures. However, these alternatives often present limitations in terms of safety profile, user compliance, and suitability\nfor long-term use.\n\nWe differentiate ourselves\nby offering a scientifically validated and ISO-compliant botanical solution built around high-purity tangerine extract. This approach\nmaximizes the functional efficacy of our products while addressing growing consumer demand for natural, non-drug alternatives. Unlike\ncompetitors relying on broad-spectrum or multi-source plant extracts, SL Science maintains a singular focus on a well-characterized, performance-proven\nextract platform, ensuring that our plant-based formulations deliver real biological outcomes rather than superficial claims.\n\nWhile there is no present intention\nto market our products containing plant-based extracts in the U.S., we may later determine to do so. Such products are subject to regulation\nin the U.S. under the FDCA, however it is uncertain whether plant-based exosome products would be regulated by FDA as drugs or cosmetics.\nIf only cosmetic-type claims are made for these products, we believe it is arguable that such products should be regulated as cosmetics,\nrather than drugs.\n\nAs noted previously, any statements regarding the intended use of these\nproducts contained in this Report statement pertain to marketing these products outside the U.S., and in no way indicate how SL Science\nmay eventually intend to label and market such products in the U.S. Notably, statements that may be considered by the FDA to be drug\nclaims, such as those referring to hair growth, dandruff reduction, and hair follicle regeneration, are applicable to these products solely\nas they are marketed outside the U.S. Such claims or claims that are similar in kind will not be utilized to market these products\nin the U.S. if we decide to market such products in the U.S. as cosmetics.\n\n17\n\nShould SL Science choose to market our products containing plant-based\nextracts in the U.S. as cosmetics, we will carefully revise any labeling, product claims, marketing statements, and all other applicable\nmaterials to ensure compliance with U.S. regulatory requirements applicable to cosmetics. Any claims referenced in this period that\nmay be interpreted as drug claims with respect to these products will be carefully reviewed and modified as appropriate at that time.\n\n** **\n\n**Environmental Matters**\n\nThe cost of compliance with federal, state, and local provisions related\nto the protection of the environment has had no material effect on our business. There were no material capital expenditures for environmental\ncontrol facilities in the year ended December 31, 2024, and there are no material expenditures planned for such purposes for the\nyear ended December 31, 2025.\n\n** **\n\n**C.**\n**Organizational Structure**\n\nUpon consummation of the Business\nCombination, SL Bio and HSPT became wholly-owned subsidiaries of the Company. The following diagram depicts the organizational structure\nof the Company as of the date hereof. These subsidiaries are also set forth in Exhibit 8.1 to this Report.\n\n**Corporate Structure After\nthe Completion of the Business Combination**\n\n** **\n\nThe following diagram illustrates\nPubCo’s corporate structure immediately after the completion of the Business Combination:\n\n**D.**\n**Property, Plants and Equipment**\n\nOur property, plants and equipment\nare held through SL Bio. Information regarding SL Bio’s property, plants and equipment is set forth in the Form F-4 in the section\nentitled “Information Related to SL Bio —  Properties,” which is incorporated herein by reference.\n\n18"}