0001829126-26-005358 | 10-Q | XBRL Viewer | Neonc Technologies Holdings INC

Description of Business and Liquidity	3 Months Ended
Mar. 31, 2026
Accounting Policies [Abstract]
Description of Business and Liquidity	Note 1 – Description of Business and Liquidity NeOnc Technologies, Inc. (“NTI”) was incorporated on April 13, 2005, as a California corporation. On April 7, 2023, NTI merged into NeOnc Technologies Holdings, Inc. (“NTHI” and the combined entities “NeOnc” or the “Company”). NTHI was incorporated January 5, 2023, as a Delaware Corporation. On August 6, 2025, the Company incorporated NuroMENA Holdings Ltd. (“NuroMENA”), which is a wholly-owned subsidiary of NTHI established as part of the United Arab Emirates structure to oversee regional clinical operations, partnerships, and innovation in the Middle East and North Africa. NuroMENA was inactive through March 31, 2026. On August 18, 2025, the Company executed a Share Exchange Agreement with Dr. Ishwar K. Puri and Beth R. Levinson, acquiring 100% of the membership interests of JandB, which became a wholly-owned subsidiary of the Company. The 120,000 shares of common stock to be issued under the Share Exchange Agreement were not issued as of March 31, 2026. NeOnc is the developer of a novel molecular technology that provides enhanced targeted delivery of technologies for treating central nervous system diseases. The Company’s lead products include NEO100 and NEO212. NEO100 is in clinical trials treating glioblastoma and has Orphan Drug and Fast Track designation from the United States Food and Drug Administration (“FDA”). NEO212 is an oral chemical conjugate combining NEO100 with temozolomide, the current standard of care for glioblastoma, and has received FDA authorization to proceed with Phase 2a/2b clinical trials. The Company licensed the underlying technology from the University of Southern California. (“USC”). On October 11, 2024, the Company entered into an agreement with a broker dealer to serve as placement agent and provide broker services in connection with the proposed sale of common stock up to $10,000,000. Under this agreement, through December 31, 2024, the Company closed on commitments from investors to purchase 625,000 shares of common stock of the Company at $16.00 per share for total commitments of $10,000,000, which were to be held in escrow until the Company’s registration statement was declared effective. From January 1 to March 10, 2025, prior to the Company having an effective registration statement, the Company closed on an additional commitment to purchase 102,750 shares of common stock of the Company at $16.00 per share, for total commitments of $1,644,000, On March 10, 2025, the Company’s registration statement was declared effective at which time the $11,644,000 in escrow was released to the Company. On March 26, 2025, the Company was listed (“Listing”) on the Nasdaq Global Market. Liquidity The accompanying financial statements have been prepared on the basis that the Company is a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. At March 31, 2026, the Company had cash totaling $138,601. For the three months ended March 31, 2026, the Company incurred a net loss of $8,819,932, and the Company had an accumulated deficit of $121,574,587 at March 31, 2026. The Company has financed its working capital requirements to date primarily through the sale of common stock, stockholder loans and related party bridge loans. In January 2026, the Company entered into a series of related Securities Purchase Agreements providing for the issuance of up to an aggregate of 2,222,222 shares of common stock and warrants to purchase up to 2,222,222 shares of common stock for gross proceeds of approximately $16 million. As of March 31, 2026, the Company had completed closings under these agreements for an aggregate of 1,815,528 shares of common stock and warrants to purchase 1,815,528 shares of common stock, resulting in gross proceeds of approximately $13.1 million (see Note 7). The Company does not have sufficient available capital to fund operations for a period of one year from the issuance date of these financial statements. Although the Company has established agreements with several potential funding sources (see Notes 8 and 10), the Company does not know whether additional financing will be available when needed, whether it will be available on favorable terms, or if it will be available at all. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern one year from the issuance date of this Form 10-Q. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company is actively taking steps to mitigate the substantial doubt about the Company’s ability to continue as a going concern, including pursuing additional financing. If the Company is unable to obtain additional capital and continue as a going concern, it may have to further scale back operations or liquidate its assets and cease operations entirely, and the values received for assets in liquidation or dissolution could be significantly lower than the values reflected in these financial statements. Accordingly, these financial statements do not include any adjustments that might result from the outcome of this uncertainty. Other risks and uncertainties The Company is subject to risks common to biopharmaceutical companies, including, but not limited to, new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, product liability, and the uncertainty of market acceptance of products and the potential need to obtain additional financing. The Company is dependent on third-party suppliers and, in some cases, single-source suppliers. The Company’s products require approval or clearance from the FDA prior to commencing commercial sales in the United States. Approvals or clearances are also required in foreign jurisdictions where the Company may license or sell its products. There can be no assurance that the Company’s products will receive all required approvals or clearances. There can be no assurance that the Company’s products, if approved, will be accepted in the marketplace, nor can there be any assurance that any future products can be developed or manufactured at an acceptable cost with appropriate performance characteristics or that such products will be successfully marketed, if at all.

Description of Business and Liquidity

3 Months Ended

Mar. 31, 2026

Note 1 – Description of Business and Liquidity

NeOnc Technologies, Inc. (“NTI”) was incorporated on April 13, 2005, as a California corporation. On April 7, 2023, NTI merged into NeOnc Technologies Holdings, Inc. (“NTHI” and the combined entities “NeOnc” or the “Company”). NTHI was incorporated January 5, 2023, as a Delaware Corporation.

On August 6, 2025, the Company incorporated NuroMENA Holdings Ltd. (“NuroMENA”), which is a wholly-owned subsidiary of NTHI established as part of the United Arab Emirates structure to oversee regional clinical operations, partnerships, and innovation in the Middle East and North Africa. NuroMENA was inactive through March 31, 2026.

On August 18, 2025, the Company executed a Share Exchange Agreement with Dr. Ishwar K. Puri and Beth R. Levinson, acquiring 100% of the membership interests of JandB, which became a wholly-owned subsidiary of the Company. The 120,000 shares of common stock to be issued under the Share Exchange Agreement were not issued as of March 31, 2026.

NeOnc is the developer of a novel molecular technology that provides enhanced targeted delivery of technologies for treating central nervous system diseases. The Company’s lead products include NEO100 and NEO212. NEO100 is in clinical trials treating glioblastoma and has Orphan Drug and Fast Track designation from the United States Food and Drug Administration (“FDA”). NEO212 is an oral chemical conjugate combining NEO100 with temozolomide, the current standard of care for glioblastoma, and has received FDA authorization to proceed with Phase 2a/2b clinical trials. The Company licensed the underlying technology from the University of Southern California. (“USC”).

On October 11, 2024, the Company entered into an agreement with a broker dealer to serve as placement agent and provide broker services in connection with the proposed sale of common stock up to $10,000,000. Under this agreement, through December 31, 2024, the Company closed on commitments from investors to purchase 625,000 shares of common stock of the Company at $16.00 per share for total commitments of $10,000,000, which were to be held in escrow until the Company’s registration statement was declared effective. From January 1 to March 10, 2025, prior to the Company having an effective registration statement, the Company closed on an additional commitment to purchase 102,750 shares of common stock of the Company at $16.00 per share, for total commitments of $1,644,000, On March 10, 2025, the Company’s registration statement was declared effective at which time the $11,644,000 in escrow was released to the Company. On March 26, 2025, the Company was listed (“Listing”) on the Nasdaq Global Market.

Liquidity

The accompanying financial statements have been prepared on the basis that the Company is a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. At March 31, 2026, the Company had cash totaling $138,601. For the three months ended March 31, 2026, the Company incurred a net loss of $8,819,932, and the Company had an accumulated deficit of $121,574,587 at March 31, 2026.

The Company has financed its working capital requirements to date primarily through the sale of common stock, stockholder loans and related party bridge loans. In January 2026, the Company entered into a series of related Securities Purchase Agreements providing for the issuance of up to an aggregate of 2,222,222 shares of common stock and warrants to purchase up to 2,222,222 shares of common stock for gross proceeds of approximately $16 million. As of March 31, 2026, the Company had completed closings under these agreements for an aggregate of 1,815,528 shares of common stock and warrants to purchase 1,815,528 shares of common stock, resulting in gross proceeds of approximately $13.1 million (see Note 7).

The Company does not have sufficient available capital to fund operations for a period of one year from the issuance date of these financial statements. Although the Company has established agreements with several potential funding sources (see Notes 8 and 10), the Company does not know whether additional financing will be available when needed, whether it will be available on favorable terms, or if it will be available at all. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern one year from the issuance date of this Form 10-Q. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company is actively taking steps to mitigate the substantial doubt about the Company’s ability to continue as a going concern, including pursuing additional financing. If the Company is unable to obtain additional capital and continue as a going concern, it may have to further scale back operations or liquidate its assets and cease operations entirely, and the values received for assets in liquidation or dissolution could be significantly lower than the values reflected in these financial statements. Accordingly, these financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Other risks and uncertainties

The Company is subject to risks common to biopharmaceutical companies, including, but not limited to, new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, product liability, and the uncertainty of market acceptance of products and the potential need to obtain additional financing. The Company is dependent on third-party suppliers and, in some cases, single-source suppliers. The Company’s products require approval or clearance from the FDA prior to commencing commercial sales in the United States. Approvals or clearances are also required in foreign jurisdictions where the Company may license or sell its products. There can be no assurance that the Company’s products will receive all required approvals or clearances.

There can be no assurance that the Company’s products, if approved, will be accepted in the marketplace, nor can there be any assurance that any future products can be developed or manufactured at an acceptable cost with appropriate performance characteristics or that such products will be successfully marketed, if at all.

Related Party Transactions (Details Narrative) - USD ($)		1 Months Ended		3 Months Ended
	Jul. 12, 2024	Jan. 31, 2026	Mar. 26, 2025	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025
Upfront payment	$ 2,500,000
Amendment fees	$ 500,000
Advisory fee expense			$ 11,328,565	$ 1,360,000
Advisory fee paid			$ 2,500,000
Monthly installments				7,071,424
Payment of outstanding accrued advisory fee		$ 1,757,141
Outstanding accrued advisory fee				0
Reimbursable expenses				59,995
Reimbursable expenses payable				351,302
Annual patent maintenance fee				$ 20,000
Royalties percentage				4.00%
Utilizes laboratory and patent maintenance services				$ 38,409	$ 103,224
Accrued laboratory and patent maintenance fees payable				361,535		$ 361,535
Outstanding amounts payable to USC for clinical trial services				171,039		283,250
Accrued compensation				255,099		$ 255,099
Laboratory And Patent Maintenance Services [Member]
Utilizes laboratory and patent maintenance services				0	82,224
Research And Development Expenses [Member]
Utilizes laboratory and patent maintenance services				$ 38,409	$ 21,000

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2026
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false

Commitments and Contingencies

3 Months Ended

Mar. 31, 2026

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 10 – Commitments and Contingencies

Line of Credit Commitment – Related Party

On October 11, 2024, the Company entered into a Line of Credit Agreement (“the Agreement”) with HCWG for borrowings of up to $10.0 million. Borrowings under the Line of Credit Agreement bear interest at 10.0% per annum and increases to 14% if the Agreement is extended. Interest payments are due on the first business day of each calendar month and the unpaid principal is due on October 12, 2027. No amounts have been borrowed under the facility through March 31, 2026.

In connection with the agreement, the Company issued HCWG five-year warrants to purchase up to 312,500 shares of our common stock at an exercise price of $12.00 per share. These warrants expire on October 23, 2029. As of December 31, 2024, there were 312,500 warrants issued, outstanding and fully vested. In March 2025, 162,500 warrants were exercised in a cashless exercise, resulting in the issuance of 162,500 shares of common stock. At March 31, 2026, there are 150,000 shares of common stock remaining available to be purchased under the warrant.

The fair value of the warrants on the grant date was determined using the Black-Scholes valuation model, with the following key assumptions:

●

Fair value of common stock: $12.00

●

Expected volatility: 86%

●

Risk-free interest rate: 4.82%

●

Term: 2.5 years

The fair value of the warrants at inception was $2,015,413, which was recorded as additional paid-in capital on the consolidated statements of changes in stockholders’ deficit for the year ended December 31, 2024, and as debt issuance costs on the consolidated balance sheets. The debt issuance costs are being amortized over the term of the line of credit. Amortization of debt issuance costs amounted to $167,945 and $167,951 for the three months ended March 31, 2026 and 2025, respectively, and is included within interest expense in the condensed consolidated statements of operations. As of March 31, 2026 and December 31, 2025, unamortized debt issuance costs totaled $1,030,560 and $1,198,511, respectively, which will continue to be amortized through October 2027.

Litigation

From time to time, the Company is involved in various disputes, claims, liens, and litigation matters arising out of the normal course of business which could result in a material adverse effect on the Company’s combined financial position, results of operations, or cash flows. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated. As of March 31, 2026 and December 31, 2025, the Company had no liabilities recorded for loss contingencies, except as described below.

License Agreement – Orient EuroPharma Co., Ltd.

On November 8, 2013, the Company entered into a collaboration agreement (“Agreement”) with Orient EuroPharma Co., Ltd. (“OEP”), pursuant to which the parties will develop certain licensed products defined in the Agreement. NeOnc will license OEP the right to commercialize the Company’s drug NEO100, a highly purified form of perillyl alcohol (“Licensed Product”), in the territories specified in the license agreement (“Territory”).

In 2023, the Company sent notice to OEP indicating their intent to terminate the Agreement with OEP, after which OEP threatened litigation. On February 15, 2024, OEP and the Company entered into a settlement agreement whereas the Company and OEP terminated the Agreement in exchange for a payment in the amount of $4,000,000 payable by the Company to OEP within ten days of the date the Company completes its initial public offering. The settlement agreement provides for interest accruing on the unpaid balance. The Company had a litigation settlement payable of $4,304,110 and $4,170,000 in the accompanying condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, respectively. As of the date of this filing, the Company has not paid the litigation settlement amount.

Other Litigation

On June 6, 2023, a vendor filed a complaint against the Company for breach of contract in the Central District of California. The vendor alleged that the Company improperly terminated an Intellectual Property License and Supply Agreement (“IPLSA”) and that the Company also defrauded the vendor in connection with IPLSA. This matter was settled on October 16, 2023, and the Company agreed to pay the vendor $600,000 within 5 business days of the close of the date that the Company completes an IPO or March 31, 2024, whichever occurs first.

On March 31, 2024, the vendor agreed to extend the payment until May 15, 2024 for payment of an additional $25,000 payable on demand. On July 25, 2024, the arbitrator granted the implementation of interest at the statutory rate on the unpaid balance commencing May 15, 2024 until paid. Interest expense of $10,862 and $7,500 was recognized in the condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025, respectively, related to this matter.

In February 2026, the Company paid the IPLSA settlement in full, including accrued interest, for a total payment of $737,921. As of March 31, 2026, no litigation settlement payable related to this matter remained outstanding. As of December 31, 2025, the Company had a litigation settlement payable of $722,059 included within litigation settlement payable in the accompanying condensed consolidated balance sheets.

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Cash flows from operating activities:
Net loss	$ (8,819,932)	$ (32,326,016)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of original issue discount on bridge loans - related party		300,000
Accretion of original issue discount on convertible promissory note	714,600
Amortization of intangible asset - patent	11,574
Amortization of right of use asset	20,406
Stock based compensation - restricted stock	2,732,397	17,397,774
Gain on change in fair value of derivative liability	(2,801)
Amortization of debt issuance costs	192,165	577,192
Changes in operating assets and liabilities:
Prepaid expenses	(650,800)	(765,738)
Accrued compensation		(290,108)
Lease liability	(15,760)
Accrued advisory fee	(1,757,141)	8,828,565
Accounts payable	(390,550)
Accounts payable and accrued expense – related parties	(463,513)	628,276
Accrued expense	1,437,582
Net cash used in operating activities	(6,991,773)	(5,650,055)
Cash flows from financing activities:
Proceeds from the sale of common stock, net of costs		11,324,372
Proceeds from issuance of common stock and warrants – PIPE financing	13,071,783
Proceeds from related party loan		300,000
Repayment of related party loan		(600,000)
Repayment of OID loan	(6,666,667)
Proceeds from sale of common stock pursuant to equity purchase agreement	666,528
Net cash provided by financing activities	7,071,645	11,024,372
Net increase in cash and cash equivalents	79,872	5,374,317
Cash and cash equivalents - beginning of period	58,729	64,893
Cash and cash equivalents - end of period	138,601	5,439,210
Supplemental cash flow disclosures:
Interest paid on OID loan payment	2,666,667
Interest paid on litigation settlement payment	112,921
Supplemental disclosure of non-cash financing activities:
Original issue discount on bridge loan - related party		300,000
Financed insurance premiums	333,591
Share issued in connection with advisory services		557,060
Reclassification of deferred offering costs to APIC at the completion of the offering		$ 1,391,580

Related Party Loans Payable (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended
	Mar. 10, 2025	Feb. 28, 2025	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Advances from related party				$ 300,000
Interest expense			982,624	308,922
HCWG LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Due from related party			$ 138,247		$ 138,247
Executive Chairman [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Advances from related party		$ 300,000
Outstanding balance	$ 600,000
Interest expense				$ 300,000

- Definition

Amount of interest expense classified as operating and nonoperating. Includes, but is not limited to, cost of borrowing accounted for as interest expense.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 22
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Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 280
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Reference 3: http://www.xbrl.org/2003/role/exampleRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 32
-Subparagraph (ee)
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-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-24

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
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-Paragraph 1
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-URI https://asc.fasb.org/1943274/2147483013/835-20-50-1

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
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-Paragraph 3
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479105/946-220-45-3

+ Details

Common and Preferred Stock (Tables)

3 Months Ended

Mar. 31, 2026

Common And Preferred Stock

Schedule of warrants measurement

Schedule of warrants measurement
Measurement Date	Stock Price		Risk-Free Rate			Volatility			Expected Term	Warrants Issued		Fair Value per Warrant		Aggregate Warrant Fair Value
January 29, 2026	$	8.75		3.70	%		105.00	%	3.5 years		1,458,360	$	2.91	$	4,242,144
January 30, 2026		9.27		3.65	%		105.00	%	3.5 years		16,889		2.91		49,145
February 25, 2026		10.07		3.52	%		105.00	%	3.5 years		90,279		2.88		260,022
February 26, 2026		10.09		3.52	%		105.00	%	3.5 years		69,444		2.88		200,016
March 5, 2026		9.43		3.62	%		105.00	%	3.5 years		41,667		3.03		126,341
March 20, 2026		7.31		3.93	%		105.00	%	3.5 years		138,889		2.73		379,472
Total											1,815,528			$	5,257,138

Intangible asset - Patent (Details 1) - USD ($)	Mar. 31, 2026	Dec. 31, 2025
Goodwill and Intangible Assets Disclosure [Abstract]
2026 (excluding the three months ended March 31, 2026)	$ 20,833
2027	27,778
2028	27,778
2029	27,778
2030	27,778
Thereafter	356,481
Net carrying amount	$ 488,426	$ 500,000

Related Party Loans Payable

3 Months Ended

Mar. 31, 2026

Related Party Loans Payable

Related Party Loans Payable

Note 5 – Related Party Loans Payable

Due from Related Party

The Company paid legal fees on behalf of HCWG LLC, which resulted in a receivable due from HCWG LLC totaling $138,247 as of March 31, 2026 and December 31, 2025, which is recorded within prepaid expenses and other current assets on the condensed consolidated balance sheets.

Advances from Executive Chairman

In February 2025, the Executive Chairman and CEO advanced the Company approximately $300,000. The advances carried a 50% (or 1 times amounts borrowed) original issue discount (“OID”) on the principal. On March 10, 2025, the outstanding balance of $600,000 was repaid. Interest expense of $300,000 was recognized in the condensed consolidated statements of operations for the three months ended March 31, 2025.

Convertible Debt

3 Months Ended

Mar. 31, 2026

Convertible Debt

Convertible Debt

Note 6 – Convertible Debt

On July 16 and July 18, 2025, the Company entered into a series of convertible promissory notes with a group of investors for the aggregate purchase price of $4,000,000 (the “Notes”). The Notes are payable three months from the date of issuance, with an aggregate face value of $5,000,000, reflecting a 20% original issue discount (“OID”). The Company has the option to extend the maturity date for up to three additional one-month periods. In the event of any such extension, the OID shall increase to 25%, 30%, and 35% for the first, second, and third extension periods, respectively. Further, upon the occurrence of an Event of Default, as that term is defined in the Notes, the Notes shall be convertible at the option of the holders into shares of the Common stock of the Company at a price equal to 80% of the lowest closing sale price of the Company’s common stock as reported on the Nasdaq Global Market on any trading day during the five (5) trading days prior to the respective conversion date. The Company also recorded debt issuance cost of $320,000 to be amortized as interest expense over the term of the loan.

In accordance with ASU 2020-06, the Company accounts for the convertible notes as a single liability instrument. The notes are recorded at amortized cost, and interest expense is recognized using the effective interest method.

During the year ended December 31, 2025, the Company exercised the first three available extensions, thereby increasing the OID to 35%. On January 21, 2026, the Company and the holders entered into a Convertible Promissory Note Extension agreement (the “Extension”), which further extended the maturity date of the Notes to January 28, 2026 in exchange for an additional 5% OID, thereby increasing the OID to 40% and the aggregate face value of the Notes to $6,666,667. In January 2026, the Company repaid the full outstanding balance of $6,666,667 upon maturity, and the Notes were terminated.

The following table summarizes the activity related to the Notes during the three months ended March 31, 2026:

Schedule of convertible debt
	As of March 31, 2026
Net carrying value as of December 31, 2025	$	5,952,066
Accretion of original issuance discount	$	714,601
Repayment of note		(6,666,667	)
Net carrying value as of March 31, 2026	$	-

For the three months ended March 31, 2026, the Company incurred total interest expense of $725,601 related to the Notes, which consists of $714,601 from the accretion of OID and $11,000 from the amortization of debt issuance costs.

Commitments and Contingencies (Details Narrative) - USD ($)		1 Months Ended	3 Months Ended		12 Months Ended
	Oct. 11, 2024	Mar. 31, 2025	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2024	Dec. 31, 2025	Jun. 06, 2023
Offsetting Assets [Line Items]
Warrants issued			1,815,528
Fair value of warrants					$ 2,015,413
Amortization of debt issuance costs			$ 192,165	$ 577,192
Unamortized debt issuance costs			1,030,560			$ 1,198,511
Litigation settlement payable			4,304,110			4,892,059
Line of Credit [Member]
Offsetting Assets [Line Items]
Amortization of debt issuance costs			$ 167,945	$ 167,951
Warrant [Member]
Offsetting Assets [Line Items]
Exercise price			$ 9.00
Warrants [Member]
Offsetting Assets [Line Items]
Fair value of common stock			$ 12.00
Expected volatility			86.00%
Risk-free interest rate			4.82%
Term			2 years 6 months
Orient EuroPharma Co., Ltd. [Member]
Offsetting Assets [Line Items]
Litigation settlement payable			$ 4,304,110			4,170,000
Vendor [Member]
Offsetting Assets [Line Items]
Litigation settlement payable							$ 600,000
Accrued interest			$ 10,862			7,500
IPLSA [Member]
Offsetting Assets [Line Items]
Litigation settlement payable						$ 722,059
Line of Credit Agreement [Member] \| HCWG [Member]
Offsetting Assets [Line Items]
Line of credit	$ 10,000,000.0
Line of credit, interest rate	10.00%
Number of warrants to purchase	312,500
Exercise price	$ 12.00
Warrants expiration date	Oct. 23, 2029
Warrants issued					312,500
Warrants outstanding					312,500
Warrants vested					312,500
Warrants exercised		162,500
Issuance of common stock		162,500
Line of Credit Agreement [Member] \| HCWG [Member] \| Warrant [Member]
Offsetting Assets [Line Items]
Common stock remaining available of issuance			150,000

Stock-Based Compensation (Details)	3 Months Ended
Stock-Based Compensation (Details)	Mar. 31, 2026 $ / shares shares
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares of restricted stock, at beginning	4,345,000
Unvested Restricted Stock, Granted	170,000
Weighted Date Average Grant Fair Value, Granted \| $ / shares	$ 9.41
Shares of restricted stock, Cancelled
Weighted Date Average Grant Fair Value, Cancelled \| $ / shares
Restricted stock units, Forfeited
Weighted Date Average Grant Fair Value, Forfeited \| $ / shares
Shares of restricted stock, at ending	4,515,000
Vesting Activity of Restricted Stock Units [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unvested Restricted Stock, at beginning	2,171,390
Unvested Restricted Stock, Granted	170,000
Weighted Date Average Grant Fair Value, Granted \| $ / shares	$ 9.41
Restricted stock units, Forfeited
Weighted Date Average Grant Fair Value, Forfeited \| $ / shares
Unvested Restricted stock units, Vested	(937,347)
Weighted Date Average Grant Fair Value, Vested \| $ / shares	$ 9.87
Unvested Restricted Stock, at ending	1,404,043

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2026

Stock-based Compensation

Schedule of restricted stock units activity


Shares of Restricted Stock Issued	Restricted Stock Granted		Weighted Average Grant Date Fair Value
Shares of restricted stock at December 31, 2025		4,345,000
Granted		170,000	$	9.41
Cancelled		-	$	-
Forfeited		-	$	-
Shares of restricted stock at March 31, 2026		4,515,000

Vesting Activity of Restricted Stock	Restricted Stock			Weighted Average Grant Date Fair Value
Unvested at December 31, 2025		2,171,390
Granted		170,000		$	9.41
Forfeited		-		$	-
Vested		(937,347	)	$	9.87
Unvested at March 31, 2026		1,404,043

Grants (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended
Grants (Details Narrative) - USD ($)	Sep. 30, 2025	Aug. 30, 2025	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Grant income			$ 47,123	$ 0
Grant receivable			118,371		$ 71,247
National Institutes of Health [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from grant		$ 400,000
Subcontractor costs		$ 160,000
Allowable expenses			25,250
NIH STTR [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from grant	$ 1,007,000
Subcontractor costs	$ 245,000
Allowable expenses			$ 21,873

Leases (Tables)

3 Months Ended

Mar. 31, 2026

Leases

Schedule of lease liabilities for operating leases


Years Ended December 31,
2026 (excluding the three months ended March 31, 2026)	$	62,802
2027		85,663
2028		88,231
2029		90,928
Thereafter		38,857
Total		366,482
Less: interest		(20,429	)
Present value of lease liability		346,053
Less: current portion		(72,348	)
Noncurrent portion	$	273,705

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2026

Accounting Policies [Abstract]

Basis of presentation

Basis of presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments consisting only of normal recurring adjustments of the Company, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2026 and December 31, 2025, and the results of operations and cash flows for the three months ended March 31, 2026 and 2025. Any reference in these notes to applicable guidance is meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”).

The unaudited condensed consolidated financial statements contained herein have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and note disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to SEC rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading. Accordingly, the condensed consolidated financial statements reflect all normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the results of interim periods and may not include all disclosures required by accounting principles generally accepted in the United States (“GAAP”). The information as of March 31, 2026, and for the three months ended March 31, 2026 and 2025, is unaudited, whereas the condensed consolidated balance sheet as of December 31, 2025, is derived from the Company’s audited consolidated financial statements as of that date. These condensed consolidated financial statements and notes hereto should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026.

The results of operations for the interim periods presented are not necessarily indicative of results to be expected for any other interim period or for the year.

Principles of consolidation

Principles of consolidation

The accompanying condensed consolidated financial statements and related notes to the consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

Use of estimates

Use of estimates

In preparing the Company’s condensed consolidated financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Significant estimates reflected in these consolidated financial statements include, but are not limited to, the valuation of stock-based compensation awards, the valuation of warrants, the completeness and accuracy of clinical and pre-clinical trial accruals, and the operating lease right-of-use (“ROU”) assets and operating lease liability. Actual results could differ from those estimates.

Concentrations of Credit Risk and Off-Balance Sheet Risk

Concentrations of Credit Risk and Off-Balance Sheet Risk

The Company, from time to time during the period covered by these condensed consolidated financial statements, may have cash balances deposited at major financial institutions exceeding the federally insured limit. The Company regularly monitors the financial condition of the institutions in which it has depository accounts and believes the risk of loss is minimal. The Company has not experienced any losses in such accounts.

Cash and cash equivalents

Cash and cash equivalents

Cash and cash equivalents are comprised of deposits at major financial banking institutions and highly liquid investments with an original maturity of three months or less at the date of purchase. As of March 31, 2026 and December 31, 2025, the Company had money market funds of approximately $90,000 and $2,000, respectively.

Deferred offering costs

Deferred offering costs

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A “Expenses of Offering”. If planned offerings are terminated, the related capitalized deferred offering costs are written off.

Offering costs consist principally of professional and registration fees incurred through December 31, 2024, that were related to the planned public offering of its securities. These costs had been capitalized and upon the completion of the securities offering were recorded as additional paid-in capital (see Note 8). At March 31, 2026, costs incurred in connection with the equity purchase agreement have been charged against additional paid-in capital (see Note 8).

Debt issuance costs

Debt issuance costs

Debt issuance costs represent costs directly attributable to warrants issued for a line of credit commitment by a related party. Such costs represent the fair value of warrants issued to the debt facility provider and are amortized to the statement of operations on a straight-line basis over the term of the commitment period, as no borrowings have occurred under the facility and an effective interest rate cannot be determined. Prior to the Company drawing on the line of credit, unamortized debt issuance costs are classified as a long-term other asset, consistent with ASC 835-30-45-3, which requires presentation of issuance costs related to unused credit facilities as an asset rather than as a deduction from a liability. Once the Company begins to draw funds under the facility, a pro-rata portion of the deferred issuance costs, based on the ratio of amounts borrowed to the total facility capacity, is reclassified as a contra-debt balance and subsequently amortized as an adjustment to interest expense over the remaining term of the borrowing.

Intangible Assets

Intangible Assets

Intangible assets acquired in an asset acquisition are initially recognized at their fair value on the acquisition date. Intangible assets that have not yet been placed in service are not amortized; rather, they are tested for impairment annually, and more frequently when events or changes in circumstances indicate that it is more likely than not that the asset is impaired. Once placed in service, intangible assets with finite useful lives are amortized on a straight-line basis over their estimated useful lives and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

During the three months ended March 31, 2026, the Company placed into service an intangible asset with a carrying value of approximately $500,000 that was acquired in October 2025. The Company has determined the estimated useful life of the intangible assets to be 18 years. Amortization expense for the three months ended March 31, 2026 was $11,574 and is included in general and administrative expense in the condensed consolidated statements of operations. No impairment was recognized during the three months ended March 31, 2026.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

The Company evaluates the recoverability of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If the carrying amount is not fully recoverable, an impairment loss is recognized to reduce the carrying amount to fair value and is charged to expense in the period of impairment. During the three months ended March 31, 2026 no impairments were recognized.

Warrants

Warrants

The Company evaluates the terms of warrants issued and determines if the instrument requires liability or equity accounting classification under ASC 815: Derivatives and Hedging and ASC 480: “Distinguishing Liabilities from Equity”.

Leases

Leases

ASC Topic 842, Leases, (“ASC 842”) requires a lessee to recognize a right-of-use (“ROU”) asset and corresponding lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the consolidated statements of operations as well as the reduction of the ROU asset.

Operating lease ROU assets and the related lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The operating lease ROU assets also include lease incentives and initial direct costs incurred. For operating leases, interest on the lease liability and the amortization of ROU asset result in straight-line rent expense over the lease term. Leases may include options to extend or terminate the lease which are included in the ROU operating lease assets and operating lease liability when they are reasonably certain of exercise. Non-lease components are paid separately from rent based on actual costs incurred. Therefore, these costs are not included in the right-of-use asset and lease liability and are reflected as an expense in the period incurred. Operating lease expense associated with minimum lease payments is recognized on a straight-line basis over the lease term. The Company has an operating lease. This lease is recorded as an operating lease and has recognized, right of use (ROU) assets and operating lease liabilities on the accompanying consolidated balance sheets.

Fair value measurements

Fair value measurements

FASB ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. ASC 820 establishes a fair value hierarchy for inputs, representing the assumptions the buyer and seller use in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that the buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs the buyer and seller would use to price the asset or liability developed based on the best information available in the circumstances.

The Company’s money market funds are valued at quoted prices in active markets and are classified as Level 1 within the fair value hierarchy. The notes payable – related party was reported at fair value (Level 3) as the Company elected the fair value option for such a note (see Note 4) prior to its extinguishment. The carrying value of the Company’s accounts payable and accounts payable – related parties approximates its fair value because of the short-term nature of these consolidated financial instruments.

The fair value hierarchy is categorized into three levels based on the inputs as follows:

●

Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, the valuation of these securities does not entail a significant degree of judgment.

●

Level 2 — Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by the market through correlation or other means.

●

Level 3 — Valuations based on unobservable inputs and significant to the overall fair value measurement.

Revenue

Revenue

The Company recognizes revenue in accordance with Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“ASC 606”). Under ASC 606, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the Company expects to receive in exchange for those goods or services.

The Company has historically generated limited revenue from fees received in connection with compassionate use to its lead investigational drug candidate, NEO100. The Company recognizes such revenue at a point in time, upon delivery to the requesting party, as the Company has no further performance obligations following delivery.

The Company did not recognize any revenue during the three months ended March 31, 2026. During the three months ended March 31, 2025, the Company recognized point-in-time revenue of $39,990 for the right to try its technology in compassionate use cases for which the Company has no further performance obligations.

Research and development

Research and development

Research and development costs are expensed as incurred. Research and development expenses include personnel costs associated with research and development activities, including third-party contractors performing research, conducting clinical trials, and manufacturing drug supplies and materials. Based on the timing of payments to service providers, the Company may also record prepaid expenses for those service providers that will be recognized as expenses in future periods as the related services are rendered. Research and development costs may be offset by research grants and research and development refundable tax rebates received by the Company.

Patent costs

Patent costs

All patent-related costs incurred in filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified as legal and professional expenses in the accompanying consolidated statements of operations.

Accounting for Government Grants

Accounting for Government Grants

Grant Income

The Company generates grant income through grants from government organizations. As there is no authoritative guidance under U.S. GAAP on accounting for grants to for-profit business entities from government entities, the Company accounts for government assistance by applying the principles of International Accounting Standards Topic 20, Accounting for Government Grants and Disclosure of Government Assistance (“IAS 20”). Under IAS 20, government grants are recognized when there is reasonable assurance that the grant will be received and that all conditions related to the grant will be met.

Grant income is recognized in other income (expense) in the period in which the reimbursable research and development services are incurred and the right to payment is realized. The income from NIH grants are based upon subcontractor costs and internal costs incurred that are specifically covered by the grants, plus a facilities and administrative rate that provides funding for overhead expenses.

Grant Receivables

Grant receivables relate to outstanding amounts due for reimbursable expenditures of awarded grants issued by the National Institute of Aging (“NIA”) a division of the National Institutes of Health (“NIH”) and are carried at their estimated collectible amounts. The amounts were billed in the month subsequent to period end and collected shortly thereafter. The Company expects all receivables to be collectible, and accordingly, there is no allowance for doubtful accounts required on these grant receivables. Grant receivables are included in prepaid expenses and other current assets in the accompanying consolidated balance sheets.

Stock-based compensation

Stock-based compensation

The Company has granted stock options and common stock to employees, non-employee consultants and non-employee members of our Board of Directors. The Company measures the compensation cost associated with all stock-based payments based on the grant date fair values. Compensation costs associated with grants of common stock are measured at fair value at the date of grant, which has historically been the most recent price paid by investors to purchase shares of the Company’s common stock prior to such grant. The Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period of each award, which generally equals the vesting period for awards that contain only service conditions. If the stock grant is contingent upon events that have not yet happened, then the grant is not considered issued. If an award holder leaves the company prior to vesting, and adjustment of the compensation expense will be made to reflect only those awards that vested.

The Company recognizes the stock-based compensation expense for the shares of restricted stock based upon the fair value of the common stock at the date of the grant. The expense is recognized over the service period provided in the restricted stock awards, however expense was not recognized prior to the listing date (“Listing Date”), as prior to such date it was not probable that condition to commence vesting would be met.

When the vesting contingency is met, the Company will commence to recognize expense related to the restricted stock. For time based vested restricted stock, the expense will be recognized on a straight-line basis from the grant date to the last vesting date. The expense recognized will include the expense from the date of the grant over the total vesting period and reflect the portion attributable to the service provided prior to the listing. For performance based restricted stock, the Company will determine the probability of the contingency being met each quarter end based upon an assessment of progress made under such performance criteria.

Net loss per share

Net loss per share

Basic net loss per share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the sum of the weighted average number of common stock outstanding during the period. For periods in which the Company reports a net loss, the diluted net loss per share is the same as basic net loss per share.

For the three months ended March 31, 2026, there were 1,404,043 unvested shares of restricted stock and 1,965,528 warrants outstanding, which were not included in the calculation of diluted net loss per share because their inclusion would have been anti-dilutive. For the three months ended March 31, 2025, there were 3,110,000 shares of unvested restricted stock and 150,000 warrants outstanding, which were not included in the calculation of diluted net loss per share because their inclusion would have been anti-dilutive.

Income taxes

Income taxes

The Company recognizes federal, state, and foreign current tax liabilities or assets based on its estimate of taxes payable to or refundable by tax authorities in the current fiscal year. For the three months ended March 31, 2026 and 2025, there is no current tax provision due to losses generated. The Company also recognizes federal and state deferred tax liabilities or assets based on the Company’s estimate of future tax effects attributable to temporary differences and carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years those temporary differences are expected to be recovered or settled.

Deferred tax assets are reduced by valuation allowances if, based on the consideration of all available evidence, it is more likely than not that some portion of the deferred tax asset will not be realized. The Company evaluates deferred income taxes quarterly to determine if valuation allowances are required by considering available evidence. If the Company is unable to generate sufficient future taxable income in certain tax jurisdictions, or if there is a material change in the actual effective tax rates or time period within which the underlying temporary differences become taxable or deductible, the Company could be required to increase its valuation allowance against its deferred tax assets which could result in an increase in the Company’s effective tax rate and an adverse impact on operating results. The Company will continue to evaluate the necessity of the valuation allowance based on the remaining deferred tax assets. The difference between the statutory and effective rates for the three months ended March 31, 2026 and 2025 is a result of the Company applying a full valuation allowance against any deferred tax assets as a result of net operating losses due to uncertainties surrounding the usability of such net operating losses. The ability to utilize such net operating loss carry forwards may be limited due to possible changes in ownership as defined under Internal Revenue Code section 382.

The Company follows the accounting guidance related to financial statement recognition, measurement and disclosure of uncertain tax positions. The Company recognizes the impact of an uncertain income tax position on an income tax return at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it is less than 50% likely to be sustained. Uncertain tax positions are recognized in the first subsequent financial reporting period in which that threshold is met or from changes in circumstances such as the expiration of applicable statutes of limitations. The Company will recognize interest and penalties related to tax positions in income tax expense.

Segment Reporting

Segment Reporting

The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.” The standard expands reportable segment disclosure requirements for public business entities primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit (referred to as the “significant expense principle”). The Company operates in a single segment – biotechnology research.

Reclassifications

Reclassifications

Certain reclassifications of previously reported amounts have been made to conform to the current year presentation. Such reclassifications did not impact net income as previously reported.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and are adopted by the Company as of the specified effective date. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption.

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (DISE), which specifies additional disclosure requirements. The new guidance requires additional disclosures, including the composition of certain income expense line items (such as purchases of inventory, employee compensation, and “other expenses”) and a separate disclosure for selling expenses. This change is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, however, early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on the consolidated financial statements and disclosures.

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. As an emerging growth company that has elected the extended transition period, ASU 2023-09 is effective for the Company for fiscal years beginning after December 15, 2025. The Company is currently evaluating the impact ASU 2023-09 will have on its consolidated financial statements and related disclosures.

There were no other accounting pronouncements adopted during the three months ended March 31, 2026 that had a material effect on the Company’s condensed consolidated financial statements.

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2026

Segment Reporting [Abstract]

Schedule of segment reporting

Schedule of segment reporting
	For the Three Months Ended March 31,
	2026			2025
Revenue	$	-		$	39,990

Less: Significant and other segment expenses:
NEO100		882,654			579,462
NEO100-02		105,094			108,461
NEO212		268,577			176,555
Pediatric		19,736			48,832
Laboratory		10,275			84,912
Total research and development expense		1,286,336			998,222

Advisory fees – related parties		1,360,000			11,737,806
Legal and professional		1,188,220			957,545
Employee compensation expenses		189,228			161,494
Amortization of debt issuance		192,165			167,951
Investor relations		47,512			544,307
Stock based compensation		2,732,398			17,397,774
Other general and administrative expense		251,968			143,684
Interest expense		982,624			308,922
Gain on change in fair value of derivative liability		(2,801	)		-
Other expense		644,601			-
Interest and other income		(52,319	)		(51,699	)
Net loss	$	(8,819,932	)	$	(32,326,016	)

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025
Revenues:
Revenue		$ 39,990
Operating Expenses:
Research and development	1,286,336	998,222
Legal and professional	1,188,220	957,545
General and administrative	488,709	849,485
Stock based compensation	2,732,397	17,397,774
Advisory fees – related parties	1,360,000	11,737,806
Total Operating Expenses	7,055,662	31,940,832
Loss From Operations	(7,055,662)	(31,900,842)
Other Income (Expense):
Interest income	5,196	51,699
Grant income	47,123
Amortization of debt issuance	(192,165)	(167,951)
Interest expense	(982,624)	(308,922)
Other expense	(644,601)
Gain on change in fair value of derivative liability	2,801
Net Loss	$ (8,819,932)	$ (32,326,016)
Loss per share:
Basic net loss per share	$ (0.38)	$ (1.78)
Diluted net loss per share	$ (0.38)	$ (1.78)
Weighted average shares used in computing basic net loss per common share	23,293,453	18,135,317
Weighted average shares used in computing diluted net loss per common share	23,293,453	18,135,317

Stock-Based Compensation

3 Months Ended

Mar. 31, 2026

Stock-based Compensation

Stock-Based Compensation

Note 9 – Stock-Based Compensation

On April 12, 2023, the Company adopted the 2023 Equity Incentive Plan (the “2023 Plan”), which allows the issuance of up to 3,440,000 shares of the Company’s authorized and unissued common stock in the form of incentive stock options, non-qualified stock options, restricted stock units, performance share units, or other forms of equity as may be added in the future to employees, directors and consultants of the Company and its affiliates. The allowable number of shares that can be issued under the 2023 Plan increased upon the completion of the listing to 4,764,507 which represents 20% of the fully diluted capitalization of the Company on the closing of Company’s initial public price.

In January and February 2024, 2,460,000 and 200,000, respectively, shares of restricted stock were granted to the executive officers and members of the Board of Directors further to the 2023 Plan as described above. Of the total shares of restricted stock granted (tranche 1) 1,686,667 vest 100% seven months from the date that the Company lists on a national exchange, (tranche 2) 486,666 will vest in equal monthly instalments over a one (1) year period commencing on the eighth month from the effective date of the listing on a national exchange and (tranche 3) 486,666 are performance-based, the vesting of which will be predicated on certain financial and operational performance metrics being met after the effective date of the listing on a national exchange as set forth the grant agreements. Since tranche 3 is performance based, management has determined that it is not yet probable that all of the performance vesting conditions will be met and as such no expense has been recognized for tranche 3 as of March 31, 2026.

On October 23, 2024, 200,000 shares of restricted stock were granted to each of the CEO and the Executive Chairman, for a total of 400,000, and 100,000 granted to two members of the Board of Directors were canceled. These shares of restricted stock vest 100% seven months from the date the Company lists on a national exchange.

On March 26, 2025, 150,000 shares of restricted stock were granted to the three board members, in the amount of 50,000 each. These shares of restricted stock vest 100% seven months from the date the Company lists on a national exchange.

Prior to March 26, 2025, the Company determined that no expense should be recognized for the shares of restricted stock since the contingency related to the commencement of vesting (i.e., the listing) of the shares of restricted stock had not been met. On March 26, 2025, the listing occurred, satisfying the contingency required for vesting to begin and defining the service period.

On June 1, 2025, 300,000 shares of restricted stock were forfeited resulting in a reversal of $1,329,062 of shared based compensation during the year ended December 31, 2025.

On June 5, 2025, 200,000 shares of restricted stock were granted to the one board member. 66,667 shares of restricted stock vest 100% seven months from the date of issuance, 66,667 shares of restricted stock vest 100% thirty-six months from the date of issuance. The remaining 66,666 shares of restricted stock vest thirty-six months from the date certain performance metrics are achieved.

On September 24 and 25, 2025, 50,000 shares of restricted stock were granted to the five board members or advisors; of which 25,000 shares of restricted stock were vested immediately, remaining vest evenly over ten months after two-month delay.

On November 6, 2025, 1,200,000 shares of restricted stock were granted to the CEO, 15,000 to the Chair of the Scientific Advisory Board, and 70,000 to an employee of the Company. 600,000 of the shares of restricted stock issued to the CEO will vest January 2, 2026 and the remaining vest evenly over twelve months commencing January 2, 2026. Of the 85,000 shares of restricted stock issued to the advisors, 42,500 will vest immediately and the remaining vest evenly over ten months commencing January 2026.

On March 12, 2026, 170,000 shares of restricted stock were granted to the Chief Accounting Officer; of which 53,333 shares of restricted stock vested immediately upon grant, 58,333 shares of restricted stock vest on the first anniversary of the grant date, and 58,334 shares of restricted stock are performance-based. Since the performance-based tranche is subject to performance vesting conditions, management has determined that it is not yet probable that the performance vesting conditions will be met, and as such no expense has been recognized for this tranche as of March 31, 2026.

As of March 31, 2026, 249,507 shares of restricted stock remained available for future issuance under the 2023 Plan.

The Company determined the fair value of restricted stock granted during the three months ended March 31, 2026 and 2025 to be $1,599,700 and $1,815,500, respectively, based on the price of the most recent sale of common stock prior to each grant date for those shares of restricted stock granted prior to the listing date, or the quoted market value on the date of issuance for those shares of restricted stock granted after the listing date. For the three months ended March 31, 2026 and 2025, the Company recognized $2,732,398 and $17,397,774, respectively, of stock-based compensation expense, which is included in the condensed consolidated statements of operations. As of March 31, 2026, there was unamortized stock-based compensation of approximately $6,061,836, which the Company expects to recognize over approximately 2 years.

The activity related to restricted stock during the three months ended March 31, 2026 is summarized as follows:


Shares of Restricted Stock Issued	Restricted Stock Granted		Weighted Average Grant Date Fair Value
Shares of restricted stock at December 31, 2025		4,345,000
Granted		170,000	$	9.41
Cancelled		-	$	-
Forfeited		-	$	-
Shares of restricted stock at March 31, 2026		4,515,000

Vesting Activity of Restricted Stock	Restricted Stock			Weighted Average Grant Date Fair Value
Unvested at December 31, 2025		2,171,390
Granted		170,000		$	9.41
Forfeited		-		$	-
Vested		(937,347	)	$	9.87
Unvested at March 31, 2026		1,404,043

During the three months ended March 31, 2026, the Company withheld 394,204 shares of common stock from recipients upon restricted stock vesting in order to cover their tax liabilities associated with such vesting events. The fair value of the shares withheld at the vesting date of $3,371,412 is reflected as a treasury stock transaction. As of March 31, 2026, the Company has not remitted the income taxes on behalf of the recipients, and therefore $6,077,719 is included in accrued restricted stock tax withholding obligations in the accompanying condensed consolidated balance sheets.

The Company is actively evaluating and implementing measures intended to remit the outstanding withholding tax obligations to the applicable taxing authorities as soon as practicable.

Common and Preferred Stock

3 Months Ended

Mar. 31, 2026

Common And Preferred Stock

Common and Preferred Stock

Note 8 – Common and Preferred Stock

NTHI is authorized to issue 100,000,000 shares of common stock, par value $0.0001 per share and 10,000,000 shares of preferred stock, par value $0.0001 per share. As of March 31, 2026, no preferred shares have been issued. The board of directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in one or more series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each wholly unissued series and any qualifications, limitations or restrictions thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock, without a vote of the holders of the Preferred Stock, or any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation.

During the three months ended March 31, 2025, the Company sold 727,750 shares of common stock at a price of $16.00 per share for gross proceeds of $11,644,005 pursuant to a private placement of its securities, issued 46,000 shares as part of advisory services related to the listing and as part of the private placement fee for the equity line of credit, issued 162,500 shares for the cashless exercise of warrants, and released 3,110,000 shares for the vesting of shares of restricted stock.

As of March 31, 2026 and December 31, 2025, the Company had no instruments that required classification as a derivative liability. Accordingly, no derivative liability was recognized in the accompanying condensed consolidated balance sheets.

Private Placement – January 2026

In January 2026, the Company entered into a securities purchase agreement (the “January 2026 PIPE”) pursuant to which the Company agreed to sell, in one or more closings, up to an aggregate of 2,222,222 shares of its common stock at a price of $7.20 per share, for aggregate gross proceeds of up to $16,000,000. In connection with the January 2026 PIPE, the Company also agreed to issue warrants to purchase up to 2,222,222 shares of common stock at an exercise price of $9.00 per share, exercisable for a period of 5 years from the date of issuance.

As of March 31, 2026, the Company had completed closings under the January 2026 PIPE for an aggregate of 1,815,528 shares of common stock and warrants to purchase 1,815,528 shares of common stock, resulting in gross proceeds of approximately $13,071,783. The remaining $2,928,217 of the aggregate $16,000,000 commitment, representing approximately 406,694 shares of common stock and warrants to purchase 406,694 shares of common stock, remained subject to subsequent closings under the agreement as of March 31, 2026.

Warrants Issued in Connection with the January 2026 PIPE

In connection with the issuance of common stock under the January 2026 PIPE, each investor received warrants to purchase shares of common stock. The warrants have an initial exercise price of $9.00 per share and a contractual term of 5 years from the date of issuance. The warrants contain a down-round protective provision pursuant to which, if the Company subsequently issues equity-linked instruments at an effective price below the then-current exercise price of the warrants, the exercise price of the warrants will be adjusted downward to match the lower issuance price. The Company evaluated the warrants under ASC 815-40. In performing this evaluation, the Company applied the guidance under ASU 2017-11, Accounting for Certain Financial Instruments with Down Round Features, which excludes down-round features from the assessment of whether an instrument is considered indexed to the Company’s own stock. Based on this evaluation, the Company determined that the warrants meet the criteria for classification as equity. Accordingly, the warrants have been recorded within additional paid-in capital.

The aggregate proceeds of $13,071,783 received during the three months ended March 31, 2026 from closings under the January 2026 PIPE were allocated between the common stock and the warrants using the relative fair value method, resulting in $7,814,645 allocated to common stock and $5,257,138 allocated to warrants, each recorded within additional paid-in capital. The fair value of the common stock and warrants was measured separately at each individual issuance date during the period from January 29, 2026 through March 20, 2026, reflecting the market conditions and valuation inputs on each respective issuance date. The fair value of the warrants at each measurement date was determined using a Monte Carlo Simulation model that incorporates the down-round protective provision and management’s expectations regarding future financing events that could trigger the provision. At each measurement date, the aggregate modeled fair value of the common stock and warrants was reduced by an implied calibration discount, which equates the modeled fair value of the units to the cash proceeds received at that closing.

Key assumptions used in the Monte Carlo Simulation valuation of the warrants at each measurement date were as follows:

Schedule of warrants measurement
Measurement Date	Stock Price		Risk-Free Rate			Volatility			Expected Term	Warrants Issued		Fair Value per Warrant		Aggregate Warrant Fair Value
January 29, 2026	$	8.75		3.70	%		105.00	%	3.5 years		1,458,360	$	2.91	$	4,242,144
January 30, 2026		9.27		3.65	%		105.00	%	3.5 years		16,889		2.91		49,145
February 25, 2026		10.07		3.52	%		105.00	%	3.5 years		90,279		2.88		260,022
February 26, 2026		10.09		3.52	%		105.00	%	3.5 years		69,444		2.88		200,016
March 5, 2026		9.43		3.62	%		105.00	%	3.5 years		41,667		3.03		126,341
March 20, 2026		7.31		3.93	%		105.00	%	3.5 years		138,889		2.73		379,472
Total											1,815,528			$	5,257,138

Equity volatility was estimated based on the median observed daily equity volatility of a group of guideline public companies over a period commensurate with the adjusted term of the warrants, given the Company’s limited public trading history. The risk-free interest rate at each measurement date was based on the U.S. Treasury yield curve at that date, interpolated to match the adjusted term of the warrants.

As of March 31, 2026, no down-round adjustment to the exercise price of the warrants had been triggered, and the warrants remained outstanding with an exercise price of $9.00 per share.

Private Placement – October 2024

On October 11, 2024, the Company entered into an agreement with RBW Capital Partners LLC, a division of Dawson James Securities, Inc. (“Broker”) to serve as placement agent and provide broker services in connection with the possible sale of common stock up to $10 million. If a sale is made between the Company and any institutional or individual third-party funding source introduced by the placement agent, the Company will pay a placement fee of 8% of the gross proceeds. In addition, the company agrees to pay; (a) 1.0% of the gross proceeds for non-accountable expenses; and (b) out of pocket expenses plus the costs associated with the use of a third-party electronic road show service up to $10,000. The agreement expired on January 11, 2025 and was amended and restated on January 29, 2025 to extend the term for another six months through July 29, 2025 and increased the placement fee to 12% from 8% of the gross proceeds, and eliminated the 1% non-accountable expense fee. This agreement expired in July 2025.

Under this agreement, through December 31, 2024, the Company closed on commitments from investors to purchase 625,000 shares of common stock of the Company at $16 per share for total commitments of $10,000,000, which were to be held in escrow until the Company’s registration statement was declared effective. During the three months ended March 31, 2025, prior to the Company having an effective registration statement, the Company closed on an additional commitment to purchase 102,750 shares of common stock of the Company at $16 per share, for total commitments of $1,644,005, also to be held in escrow until the Company’s registration statement was declared effective. On March 25, 2025, the Company’s registration statement was declared effective at which time the $11,644,005 in escrow was released to the Company.

In connection with the agreement, the Company paid $300,000 in placement agent fees to the Broker for securing $2,500,000 in commitments for the private placement, which was recorded as a reduction to additional paid-in capital.

Advisory Services

On October 3, 2024, as amended on January 23, 2025, the Company entered into an agreement with Broker, for financial advisory and investment banking services in connection with a direct listing of the Company’s common stock on the Nasdaq Global Market or other major US market. The agreement provides for a one-time fee of $250,000 payable three days after the direct listing and the issuance of 30,000 shares of common stock (which are restricted until the shares are registered by filing a resale S-1 within 30 days after the effective date of the direct listing). In addition, the Company agreed to pay up to $100,000 for fees and expenses of legal counsel and other out-of-pocket expenses plus the costs associated with the use of a third-party electronic road show service. Such fees were included in accounts payable and deferred offering costs in the accompanying consolidated balance sheets as of December 31, 2024. The fair value of the 30,000 shares issued in March 2025, amounting to $363,300, was determined using the closing day price of $12.11. This amount was recorded as an advisory fee on the consolidated statements of operations for the year ended December 31, 2025. The agreement expired on January 3, 2025 and was amended and restated on January 23, 2025 to extend the term for another six months through July 23, 2025. This agreement expired in July 2025.

Equity Purchase Agreement

On October 22, 2024, the Company entered into an equity purchase agreement (the “Equity Purchase Agreement”) with Mast Hill Fund, LP (“Mast Hill”) pursuant to which the Company may sell and issue to Mast Hill, and the investor may purchase from the Company, up to $50,000,000 of Company’s common stock. Under the Equity Purchase Agreement, the Company has the right, but not the obligation, to direct Mast Hill, by its delivery to the Mast Hill of a Put Notice from time to time, to purchase Put Shares (i) in a minimum amount not less than $50,000 and (ii) in a maximum amount up to the lesser of (a) $750,000 or (b) 150% of the average trading volume of the Company’s common stock during the five trading days immediately preceding the Put Date.

The actual amount of proceeds the Company receives pursuant to each Put Notice (each, the “Put Amount”) is determined by multiplying the Put Amount requested by the applicable purchase price. The purchase price for each of the Put Shares equals 95% of the Market Price, (as defined below) less the Clearing Costs (as defined below). Market Price is the lowest volume weighted average prices of the Company’s common stock on its principal market on any trading day during the Valuation Period (as defined below). The Valuation Period is the five trading days immediately following the date on which Mast Hill receives the Put Shares in its brokerage account. Clearing Costs are all the fees incurred by Mast Hill with respect to its brokerage firm, clearing firm, Company transfer agent fees, and attorney fees, with respect to the Put Shares.

The term of the Equity Purchase Agreement commenced on the effective date of the direct listing and will terminate on the earlier of (i) the date on which the Mast Hill shall have purchased Put Shares equal to the $50,000,000, (ii) twenty-four (24) months after the date of the Equity Purchase Agreement, (iii) written notice of termination by the Company to Mast Hill, (iv) this Registration Statement is no longer effective after the initial effective date of this Registration Statement, or (v) the date that, pursuant to or within the meaning of any Bankruptcy Law, the Company commences a voluntary case or any Person commences a proceeding against the Company, a receiver, trustee, assignee, liquidator or similar official is appointed for the Company or for all or substantially all of its property or the Company makes a general assignment for the benefit of its creditors.

During the three months ended March 31, 2026, the Company sold 76,648 shares of common stock at prices ranging from $8.40 to $8.97 per share under the Equity Purchase Agreement, resulting in net proceeds of $663,727. Since the shares were purchased at a discount as a result of the five-day settlement period, the settlement feature is considered a derivative liability. Changes in the fair value of the derivative liability resulted in a gain on settlement of $2,801, which was recognized in the condensed consolidated statements of operations during the three months ended March 31, 2026. During the three months ended March 31, 2025, no transactions occurred under the Equity Purchase Agreement.

In connection with this agreement, we issued 16,000 shares of common stock to Mast Hill in March 2025. The fair value of the shares issued was determined by using the closing day price of $12.11 per share, resulting in a total value of $193,760, which has been recorded as additional paid-in capital in the consolidated balance sheets. As proceeds are received under the Equity Purchase Agreement, the related offering costs are reclassified as a reduction of additional paid-in capital.

Common and Preferred Stock (Details Narrative) - USD ($)			1 Months Ended				3 Months Ended
	Mar. 10, 2025	Oct. 11, 2024	Jan. 31, 2026	Aug. 18, 2025	Mar. 31, 2025	Jan. 23, 2025	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2024	Dec. 31, 2025	Mar. 25, 2025
Common stock, shares authorized							100,000,000			100,000,000
Common stock, par value							$ 0.0001			$ 0.0001
Preferred stock, shares authorized							10,000,000			10,000,000
Preferred stock, par value							$ 0.0001			$ 0.0001
Preferred stock, shares issued							0			0
Common stock issued for advisory services, shares				120,000
Cashless exercise of warrants
Placement agent fees							$ 300,000
Advisory services fees							$ 100,000
Common stock, shares issued							24,825,211			21,990,688
Equity Purchase Agreement [Member]
Number of common stock							76,648
Share price							$ 12.11
Proceeds from issuance of private placement							$ 663,727
Gain on settlement							$ 2,801
Common stock, shares issued							16,000
Value of shares issued							$ 193,760
Equity Purchase Agreement [Member] \| Minimum [Member]
Share price							$ 8.40
Equity Purchase Agreement [Member] \| Maximum [Member]
Share price							8.97
Advisory Services [Member]
Share price					$ 12.11			$ 12.11
Common stock issued for advisory services, shares						30,000
Common stock issued for advisory services					$ 363,300
Investor [Member]
Number of common stock	102,750							102,750	625,000
Share price	$ 16.00				$ 16			$ 16	$ 16.00
Total commitments					$ 1,644,005			$ 1,644,005	$ 10,000,000
Escrow released	$ 11,644,000										$ 11,644,005
Common Stock [Member]
Cashless exercise of warrants								$ 16
Warrant [Member]
Exercise price							$ 9.00
Securities Purchase Agreement [Member]
Number of common stock			2,222,222				1,815,528
Share price			$ 7.20
Proceeds from common stock and warrants			$ 16,000,000				$ 13,071,783
Number of warrants to purchase			2,222,222				1,815,528
Exercise price			$ 9.00
Warrant exercisable term			5 years
Warrant description							The remaining $2,928,217 of the aggregate $16,000,000 commitment, representing approximately 406,694 shares of common stock and warrants to purchase 406,694 shares of common stock, remained subject to subsequent closings under the agreement as of March 31, 2026.
Securities Purchase Agreement [Member] \| Common Stock [Member]
Proceeds from common stock and warrants							$ 7,814,645
Securities Purchase Agreement [Member] \| Warrant [Member]
Proceeds from common stock and warrants							$ 5,257,138
Private Placement [Member]
Number of common stock								727,750
Share price					$ 16.00			$ 16.00
Proceeds from issuance of private placement								$ 11,644,005
Common stock issued for advisory services, shares								46,000
Cashless exercise of warrants								$ 162,500
Release of restricted stock units								3,110,000
Private placement description		Company entered into an agreement with RBW Capital Partners LLC, a division of Dawson James Securities, Inc. (“Broker”) to serve as placement agent and provide broker services in connection with the possible sale of common stock up to $10 million. If a sale is made between the Company and any institutional or individual third-party funding source introduced by the placement agent, the Company will pay a placement fee of 8% of the gross proceeds. In addition, the company agrees to pay; (a) 1.0% of the gross proceeds for non-accountable expenses; and (b) out of pocket expenses plus the costs associated with the use of a third-party electronic road show service up to $10,000. The agreement expired on January 11, 2025 and was amended and restated on January 29, 2025 to extend the term for another six months through July 29, 2025 and increased the placement fee to 12% from 8% of the gross proceeds, and eliminated the 1% non-accountable expense fee. This agreement expired in July 2025.

Related Party Transactions

3 Months Ended

Mar. 31, 2026

Related Party Transactions

Note 4 – Related Party Transactions

AFH Holdings and Advisory, LLC advisory agreement

On December 19, 2022, the Company entered into an advisory agreement with AFH Holdings and Advisory, LLC (“AFH”), an entity owned and controlled by Amir Heshmatpour, the Company’s Executive Chairman and Chief Executive Officer, to assist the Company in connection with its intent to affect a public listing. AFH was retained to assist the Company with investor presentations and decks, coordinate the retention of an investment banker for an initial public offering, identify legal and accounting professionals to assist in connection with such public offering, identify investor relations/public relations firms, advise on private capital markets activities prior to the initial public offering and coordinate the closing process for the offering.

On July 12, 2024, the Company amended the AFH advisory agreement section to allow for an upfront payment on the Listing Date of $2,500,000 and the remaining amount of the fee to be paid in equal monthly installments for one year. AFH was paid a fee of $500,000 as consideration for entering into the amendment, which is included in advisory fees in the accompanying consolidated statements of operations.

On March 26, 2025, and as a result of the listing of the Company on Nasdaq, the Company incurred $11,328,565 for the fee earned in accordance with the AFH advisory agreement which was recorded as advisory fee expense in the accompanying consolidated statements of operations. In accordance with the amendment, the Company paid $2,500,000 of such fee on March 26, 2025, and paid an additional $7,071,424 in the monthly installments from April through December 2025. The remaining outstanding accrued advisory fee of $1,757,141 was paid in full in January 2026. Accordingly, there was no accrued advisory fee – related party balance outstanding as of March 31, 2026.

During the three months ended March 31, 2026, the Company incurred and paid additional advisory fee expense of $1,360,000 to AFH for advisory services related to the Company’s capital financing arrangements pursuant to the Letter of Intent (“LOI”) dated December 19, 2022. There was no comparable advisory fee expense incurred during the three months ended March 31, 2025 other than the $11,328,565 Nasdaq listing fee described above.

Amounts advanced to our Chief Executive Officer and Executive Chairman in excess of reimbursable expenses totaled $59,995 as of March 31, 2026, which are included within prepaid expenses – related parties on the condensed consolidated balance sheets. As of December 31, 2025, reimbursable expenses payable to AFH totaled $351,302, which was included within accrued advisory fee – related party on the condensed consolidated balance sheets.

In addition, the Company agreed to retain AFH as an exclusive advisor to the Company on all financing and mergers and acquisitions for a period of two years from the closing of the private securities offering.

Transactions with the University of Southern California

Dr. Thomas Chen, the Company’s founder, Chief Medical Officer, and Chief Scientific Officer, is a tenured Professor of Neurosurgery and Pathology and the Director of Surgical Neuro-Oncology at the USC.

The Company maintains a license agreement with USC, under which the Company will pay USC an annual patent maintenance fee of $20,000 and nonrefundable earned royalties of 4% on Net Sales (as defined in the Amended Agreement) of Licensed Products covered by the licensed patents in all countries in which the manufacture, use, sale, offer for sale, or import of such Licensed Products, as such capitalized terms are defined in the Amended Agreement. To date, no sales have been made using Licensed Products, and no royalties are due to USC. In addition, the Company will assume responsibility for patent-related costs.

The Company utilizes laboratory and patent maintenance services from the University of Southern California (“USC”). For the three months ended March 31, 2026 and 2025, the Company incurred $38,409 and $103,224, respectively, of expenses related to such services, of which $0 and $82,224, respectively, are recorded within research and development expenses, and $38,409 and $21,000, respectively, are recorded within general and administrative expenses in the condensed consolidated statements of operations. As of March 31, 2026 and December 31, 2025, the Company had accrued laboratory and patent maintenance fees payable to USC of $361,535, which are included within accrued expenses – related parties in the condensed consolidated balance sheets.

In addition, the Company conducts certain clinical trial activities at USC. These services are provided pursuant to clinical trial agreements entered into in the ordinary course of business on substantially the same terms and conditions as the Company’s agreements with non-related party clinical trial sites. As of March 31, 2026 and December 31, 2025, the Company had outstanding amounts payable to USC for clinical trial services of $171,039 and $283,250, respectively, which are included within accounts payable – related parties and accrued expenses – related parties in the condensed consolidated balance sheets.

Accrued compensation

The amount accrued for the management team, including related payroll taxes, was $255,099 as of March 31, 2026 and December 31, 2025. There is no specified timetable for payment of such amounts.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Section 50
-Paragraph 6
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-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Subsequent Events

3 Months Ended

Mar. 31, 2026

Subsequent Events [Abstract]

Subsequent Events

Note 13 – Subsequent Events

On April 9, 2026, the Company’s Registration Statement on Form S-3 was declared effective by the Securities and Exchange Commission. The Registration Statement covers the potential offer and sale of up to $300,000,000 of the Company’s securities, which may include common stock, preferred stock, warrants, and units, from time to time on a delayed or continuous basis.

On April 10, 2026, the Company entered into an Equity Distribution Agreement with BTIG, LLC and A.G.P./Alliance Global Partners (together, the “Agents”), pursuant to which the Company may offer and sell, from time to time through the Agents, shares of its common stock having an aggregate offering price of up to $75,000,000. Sales under the ATM Offering, if any, will be made at prevailing market prices on the Nasdaq Stock Market. The Company will pay each Agent a cash commission equal to 3.0% of the gross proceeds from sales made through such Agent. Shares offered and sold under the ATM Offering will be issued pursuant to the Company’s Registration Statement on Form S-3, which was declared effective on April 9, 2026, and the related prospectus supplement filed on April 10, 2026. As of the date these financial statements were issued, no shares of common stock have been sold under the ATM Offering. The Company intends to use any net proceeds from the ATM Offering for working capital and general corporate purposes.

On April 20, 2026, the Company entered into a fourth Securities Purchase Agreement to issue and sell up to the remaining 406,694 Shares at the same per Share purchase price of $7.20 and Warrants to purchase up to 406,694 shares of Common Stock at the same per share exercise price of $9.00. The initial closing further to this fourth Securities Purchase Agreement took place on April 20, 2026, and consisted of the issuance of an aggregate of 277,777 Shares and Warrants to purchase 277,777 shares of Common Stock to one investor at a purchase price of approximately $2,000,000. This fourth Securities Purchase Agreement contains customary representations, warranties and agreements of the Company, customary conditions to closing and obligations of the parties, and the offering of Securities further to the fourth Securities Purchase Agreement terminates on April 30, 2026.

On April 30, 2026, the Board of Directors approved the acceleration of vesting for the Tranche 2 shares of restricted stock held by certain employees. As a result of the acceleration, the remaining unvested shares in an amount equal to 727,606 of restricted stock under the Tranche 2 awards became fully vested on April 30, 2026.

In connection with the acceleration, the Company will recognize stock-based compensation expense of approximately $4,300,000 associated with the accelerated awards in the period of modification. The Company will also incur employer payroll tax obligations and facilitate statutory tax withholding on the vested shares through net share settlement, consistent with the Company's existing restricted stock administration practices.

Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025
Disaggregation of Revenue [Line Items]
Money market funds	$ 90,000		$ 2,000
Intangible asset	$ 500,000
Estimated useful life of intangible assets	18 years
Amortization expense	$ 11,574	$ 0
Impairment	0
Impairment of long-lived assets	0
Revenue		$ 39,990
Current tax provision	$ 0
Unvested Shares Of Restricted Stock [Member]
Disaggregation of Revenue [Line Items]
Anti-dilutive shares	1,404,043	3,110,000
Warrant [Member]
Disaggregation of Revenue [Line Items]
Anti-dilutive shares	1,965,528	150,000
Transferred at Point in Time [Member]
Disaggregation of Revenue [Line Items]
Revenue	$ 0	$ 39,990

Description of Business and Liquidity (Details Narrative) - USD ($)			1 Months Ended		3 Months Ended
	Mar. 10, 2025	Oct. 11, 2024	Jan. 31, 2026	Aug. 18, 2025	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2024	Dec. 31, 2025	Mar. 25, 2025
Defined Benefit Plan Disclosure [Line Items]
Common stock issued				120,000
Proposed sale of common stock		$ 10,000,000				$ 11,324,372
Cash					138,601
Net loss					8,819,932	$ 32,326,016
Accumulated deficit					$ 121,574,587			$ 112,754,655
Securities Purchase Agreement [Member]
Defined Benefit Plan Disclosure [Line Items]
Purchased shares of common stock			2,222,222		1,815,528
Share price			$ 7.20
Number of warrants to purchase			2,222,222		1,815,528
Proceeds from common stock and warrants			$ 16,000,000		$ 13,100,000
Investor [Member]
Defined Benefit Plan Disclosure [Line Items]
Purchased shares of common stock	102,750					102,750	625,000
Share price	$ 16.00					$ 16	$ 16.00
Total commitments	$ 1,644,000						$ 10,000,000
Escrow released	$ 11,644,000								$ 11,644,005

Convertible Debt (Details)	3 Months Ended
Convertible Debt (Details)	Mar. 31, 2026 USD ($)
Convertible Debt
Net carrying value as of beginning	$ 5,952,066
Accretion of original issuance discount	714,601
Repayment of note	(6,666,667)
Net carrying value as of ending

Convertible Debt (Tables)

3 Months Ended

Mar. 31, 2026

Convertible Debt

Schedule of convertible debt

Schedule of convertible debt
	As of March 31, 2026
Net carrying value as of December 31, 2025	$	5,952,066
Accretion of original issuance discount	$	714,601
Repayment of note		(6,666,667	)
Net carrying value as of March 31, 2026	$	-

Stock-Based Compensation (Details Narrative) - USD ($)					1 Months Ended						3 Months Ended		12 Months Ended
Stock-Based Compensation (Details Narrative) - USD ($)	Mar. 12, 2026	Nov. 06, 2025	Jun. 05, 2025	Jun. 01, 2025	Sep. 25, 2025	Mar. 26, 2025	Oct. 23, 2024	Sep. 24, 2024	Feb. 29, 2024	Jan. 31, 2024	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation expense											$ 2,732,397	$ 17,397,774
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock, granted									200,000	2,460,000
Restricted stock, cancelled/ forfeited
Restricted stock, cancelled/ forfeited				$ 150,000
Shared based compensation reversal													$ 1,329,062
Fair value of restricted stock granted											$ 1,599,700	1,815,500
Stock-based compensation expense											2,732,398	$ 17,397,774
Unamortized stock-based compensation											$ 6,061,836
Unamortized stock-based compensation, term											2 years
Restricted stock units withheld											394,204
Treasury stock transaction											$ 3,371,412
Accrued expenses											$ 6,077,719
Restricted Stock [Member] \| Chief Executive Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock, granted		1,200,000
Restricted stock, cancelled/ forfeited							400,000
Restricted Stock [Member] \| Two Members [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock, cancelled/ forfeited							100,000
Restricted Stock [Member] \| First board members [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock, granted						50,000
Restricted Stock [Member] \| Second board members [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock, granted						50,000
Restricted Stock [Member] \| Third board members [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock, granted						50,000
Restricted Stock [Member] \| Board members [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock, granted			200,000
Restricted Stock [Member] \| Five Board Members [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock, granted					25,000			50,000
Restricted Stock [Member] \| Chief Accounting Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted stock, granted	170,000
2023 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock available for issuance											3,440,000
2023 Equity Incentive Plan [Member] \| Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock available for issuance											249,507

Leases

3 Months Ended

Mar. 31, 2026

Leases

Leases

Note 7 – Leases

The Company has an operating lease for its office facilities and has no financing leases. The Company previously leased office space under a 24-month operating lease that, as amended on November 27, 2024, expired on January 31, 2025.

In April 2025, the Company entered into a 63-month lease for office space, which calls for a monthly base rent of $6,778, increasing at approximately 3% per annum. The lease liability was computed using an interest rate of 3.72%, and as of March 31, 2026, the lease has a remaining 51 months. In calculating the present value of future lease payments, the Company utilized its incremental borrowing rate based on the lease term. The Company’s non-lease components (e.g., common area maintenance, maintenance, consumables, etc.) are paid separately from rent based on actual costs incurred and, therefore, are not included in the right-of-use asset and lease liability and are reflected as an expense in the period incurred. Upon commencement of the lease, the Company recognized a right-of-use asset and corresponding operating lease liability of $412,129.

As of March 31, 2026 and December 31, 2025, the Company reported a right-of-use asset of $340,639 and $361,045, respectively, and a lease liability of $346,053 and $361,813, respectively. The Company recorded lease expense of $21,688 and $24,722 during the three months ended March 31, 2026 and 2025, respectively, within general and administrative expenses on the condensed consolidated statements of operations. There were no short-term or variable lease costs during the three months ended March 31, 2026 or 2025. Cash paid for amounts included in the measurement of lease liabilities amounted to $20,335 and $25,000 during the three months ended March 31, 2026 and 2025, respectively.

The following are the expected maturities of lease liabilities for operating leases as of March 31, 2026:


Years Ended December 31,
2026 (excluding the three months ended March 31, 2026)	$	62,802
2027		85,663
2028		88,231
2029		90,928
Thereafter		38,857
Total		366,482
Less: interest		(20,429	)
Present value of lease liability		346,053
Less: current portion		(72,348	)
Noncurrent portion	$	273,705

Intangible asset – Patent

3 Months Ended

Mar. 31, 2026

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible asset – Patent

Note 3 – Intangible asset – Patent

In October 2025, the Company paid $500,000 to McMaster University pursuant to a Patent Purchase Agreement, and the Patent was formally assigned effective October 8, 2025. The acquisition was evaluated and determined to be an asset acquisition rather than a business combination, as substantially all of the fair value of the gross assets acquired is concentrated in the single identifiable asset. No other assets, liabilities, employees, or facilities were acquired in connection with this agreement. The Patent is recorded at $500,000, representing the total cash consideration paid to McMaster University, and is included in intangible assets in the accompanying condensed consolidated balance sheets.

Effective January 1, 2026, the Company placed the Patent into service and began amortizing it on a straight-line basis over its estimated useful life of 18 years, based on the remaining patent term. Amortization expense related to the Patent is recorded in general and administrative expense in the condensed consolidated statements of operations.

The following table summarizes the carrying amount of the Patent as of March 31, 2026 and December 31, 2025:


	March 31, 2026			December 31, 2025
Gross carrying value	$	500,000		$	500,000
Accumulated amortization		(11,574	)		-
Net carrying amount	$	488,426		$	500,000

Amortization expense was $11,574 and $0 for the three months ended March 31, 2026 and 2025, respectively. Estimated future amortization expense related to the Patent is as follows:


Year ending December 31,
2026 (excluding the three months ended March 31, 2026)	$	20,833
2027		27,778
2028		27,778
2029		27,778
2030		27,778
Thereafter		356,481
Total	$	488,426

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2026	Dec. 31, 2025
Current Assets
Cash and cash equivalents	$ 138,601	$ 58,729
Deferred offering costs	50,862	75,082
Debt issuance costs – current	671,804	671,804
Prepaid expenses and other current assets	1,173,901	583,096
Prepaid expenses – related parties	59,995
Total Current Assets	2,095,163	1,388,711
Non-Current Assets
Debt issuance costs – net of current portion	358,756	526,701
Right of use asset – operating lease	340,639	361,045
Intangible assets, net	488,426	500,000
Other assets	47,177	47,177
Total Assets	3,330,161	2,823,634
Current Liabilities
Accounts payable	2,467,046	2,857,597
Accounts payable – related parties	166,268	515,664
Accrued advisory fee – related party		1,757,141
Accrued expenses – related parties	366,306	480,422
Accrued restricted stock tax withholdings obligations	7,208,666	2,769,482
Accrued expenses and other current liabilities	1,702,877	745,118
Litigation settlement payable	4,304,110	4,892,059
Convertible promissory notes, net of discount		5,952,066
Lease liability, current	72,348	71,131
Total Current Liabilities	16,287,621	20,040,681
Long Term Liabilities
Lease liability, net of current portion	273,705	290,682
Total Liabilities	16,561,326	20,331,363
Stockholders’ Deficit:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; no shares were issued and outstanding as of March 31, 2026 and December 31, 2025
Common stock, $0.0001 par value, 100,000,000 shares authorized; 24,825,211 and 21,990,688 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	2,483	2,198
Treasury stock, 696,970 shares and 302,766 shares of common stock at March 31, 2026 and December 31, 2025, respectively	(6,077,719)	(2,706,307)
Additional paid in capital	114,418,658	97,951,035
Accumulated deficit	(121,574,587)	(112,754,655)
Total Stockholders’ Deficit	(13,231,165)	(17,507,729)
Total Liabilities and Stockholders’ Deficit	$ 3,330,161	$ 2,823,634

Convertible Debt (Details Narrative) - USD ($)		3 Months Ended
Convertible Debt (Details Narrative) - USD ($)	Jul. 18, 2025	Mar. 31, 2026
Debt Instrument [Line Items]
Debt issuance costs		$ 320,000
Interest expense		725,601
Accretion of original issue discount		714,601
Amortization of debt issuance costs		$ 11,000
Convertible Debt [Member]
Debt Instrument [Line Items]
Proceeds from issuance of promissory notes	$ 4,000,000
Principal amount	$ 5,000,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8A
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480434/815-10-50-8A

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
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-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477314/942-235-S99-2

Reference 3: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
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-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-4

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-Paragraph 3
-Subparagraph (SX 210.12-04(a))
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-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
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-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (SX 210.4-08(f))
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Reference 7: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 9: http://www.xbrl.org/2003/role/exampleRef
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-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 10: http://www.xbrl.org/2003/role/exampleRef
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-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C

Reference 11: http://www.xbrl.org/2003/role/exampleRef
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-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E

Reference 12: http://www.xbrl.org/2003/role/exampleRef
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-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69F

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 1B
-Subparagraph (c)
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/exampleRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 30: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 31: http://www.xbrl.org/2009/role/commonPracticeRef
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+ Details

Leases (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
Leases (Details Narrative) - USD ($)	Apr. 30, 2025	Mar. 31, 2026	Mar. 31, 2025	Dec. 31, 2025
Leases
Base rent	$ 6,778
Lease increases percentage	3.00%
Lease discount rate		3.72%
Operating Lease term		51 months
Operating lease liability		$ 412,129
Right-of-use asset		340,639		$ 361,045
Lease liability		346,053		$ 361,813
Lease expense		21,688	$ 24,722
Cash paid for amounts included in the measurement of lease liability		$ 20,335	$ 25,000

Basis of Presentation and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2026

Accounting Policies [Abstract]

Basis of Presentation and Summary of Significant Accounting Policies

Note 2 – Basis of Presentation and Summary of Significant Accounting Policies

Basis of presentation

The results of operations for the interim periods presented are not necessarily indicative of results to be expected for any other interim period or for the year.

Principles of consolidation

Use of estimates

Concentrations of Credit Risk and Off-Balance Sheet Risk

Cash and cash equivalents

Deferred offering costs

Debt issuance costs

Intangible Assets

Impairment of Long-Lived Assets

Warrants

Leases

Fair value measurements

The fair value hierarchy is categorized into three levels based on the inputs as follows:

●

Level 3 — Valuations based on unobservable inputs and significant to the overall fair value measurement.

Revenue

Research and development

Patent costs

Accounting for Government Grants

Grant Income

Grant Receivables

Stock-based compensation

Net loss per share

Income taxes

Segment Reporting

Reclassifications

Certain reclassifications of previously reported amounts have been made to conform to the current year presentation. Such reclassifications did not impact net income as previously reported.

Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

Recently Adopted Accounting Pronouncements

There were no other accounting pronouncements adopted during the three months ended March 31, 2026 that had a material effect on the Company’s condensed consolidated financial statements.

Intangible asset – Patent (Tables)

3 Months Ended

Mar. 31, 2026

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of carrying amount of the Patent


	March 31, 2026			December 31, 2025
Gross carrying value	$	500,000		$	500,000
Accumulated amortization		(11,574	)		-
Net carrying amount	$	488,426		$	500,000

Schedule of amortization expense related to the Patent


Year ending December 31,
2026 (excluding the three months ended March 31, 2026)	$	20,833
2027		27,778
2028		27,778
2029		27,778
2030		27,778
Thereafter		356,481
Total	$	488,426

Leases (Details) - USD ($)	Mar. 31, 2026	Dec. 31, 2025
Leases
2026 (excluding the three months ended March 31, 2026)	$ 62,802
2027	85,663
2028	88,231
2029	90,928
Thereafter	38,857
Total	366,482
Less: interest	(20,429)
Present value of lease liability	346,053	$ 361,813
Less: current portion	(72,348)	$ (71,131)
Noncurrent portion	$ 273,705

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2026	Dec. 31, 2025
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	24,825,211	21,990,688
Common stock, shares outstanding	24,825,211	21,990,688
Treasury stock, common stock	696,970	302,766

Subsequent Events (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Apr. 30, 2026	Apr. 20, 2026	Mar. 31, 2026	Mar. 31, 2025
Subsequent Event [Line Items]
Stock-based compensation expense			$ 2,732,397	$ 17,397,774
Employee [Member]
Subsequent Event [Line Items]
Restricted stock vested	727,606
Stock-based compensation expense	$ 4,300,000
Subsequent Event [Member] \| Fourth Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Number of share sold		406,694
Share price		$ 7.20
Number of warrants to purchase		406,694
Exercise price		$ 9.00
Subsequent Event [Member] \| Fourth Securities Purchase Agreement [Member] \| One Investor [Member]
Subsequent Event [Line Items]
Number of share sold		277,777
Number of warrants to purchase		277,777
Proceeds from common stock and warrants		$ 2,000,000

Segment Reporting (Details) - USD ($)	3 Months Ended
Segment Reporting (Details) - USD ($)	Mar. 31, 2026	Mar. 31, 2025
Segment Reporting Information [Line Items]
Revenues		$ 39,990
Total research and development expense	1,286,336	998,222
Advisory fees – related parties	1,360,000	11,737,806
Legal and professional	1,188,220	957,545
Employee compensation expenses	189,228	161,494
Amortization of debt issuance	192,165	167,951
Investor relations	47,512	544,307
Stock based compensation	2,732,398	17,397,774
Other general and administrative expense	251,968	143,684
Interest expense	982,624	308,922
Gain on change in fair value of derivative liability	(2,801)
Other expense	644,601
Interest and other income	(52,319)	(51,699)
Net loss	(8,819,932)	(32,326,016)
NEO100 [Member]
Segment Reporting Information [Line Items]
Total research and development expense	882,654	579,462
NEO100-02 [Member]
Segment Reporting Information [Line Items]
Total research and development expense	105,094	108,461
NEO212 [Member]
Segment Reporting Information [Line Items]
Total research and development expense	268,577	176,555
Pediatric [Member]
Segment Reporting Information [Line Items]
Total research and development expense	19,736	48,832
Laboratory [Member]
Segment Reporting Information [Line Items]
Total research and development expense	$ 10,275	$ 84,912

Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stocks [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Dec. 31, 2024	$ 1,809	$ 45,101,675		$ (50,608,445)	$ (5,504,961)
Beginning balance, shares at Dec. 31, 2024	18,090,526
Sale of common stock, net of offering costs	$ 73	10,252,425			10,252,498
Sale of common stock, net of offering costs, shares	727,750
Common stock issued for advisory services	$ 5	557,055			557,060
Common stock issued for advisory services, shares	46,000
Cashless exercise of warrants	$ 16	(16)
Cashless exercise of warrants, shares	162,500
Stock based compensation		17,397,774			17,397,774
Net loss				(32,326,016)	(32,326,016)
Ending balance, value at Mar. 31, 2025	$ 1,903	73,308,913		(82,934,461)	(9,623,645)
Ending balance, shares at Mar. 31, 2025	19,026,776
Beginning balance, value at Dec. 31, 2025	$ 2,198	97,951,035	$ (2,706,307)	(112,754,655)	(17,507,729)
Beginning balance, shares at Dec. 31, 2025	21,990,688		302,766
Common stock issued for advisory services	$ 1	(1)
Common stock issued for advisory services, shares	5,000
Restricted share grants released from restrictions	$ 94	(94)
Restricted share grants released from restrictions, shares	937,347
Common stock issued for equity line of credit	$ 8	663,719			663,727
Common stock issued for equity line of credit, shares	76,648
Common stock issued for private placement	$ 182	7,814,463			7,814,645
Common stock issued for private placement, shares	1,815,528
Warrants issued for private placement		5,257,138			5,257,138
Stock based compensation		2,732,398			2,732,398
Tax effect related to net share settlement of equity awards			$ (3,371,412)		(3,371,412)
Tax effect related to net share settlement of equity awards, shares			394,204
Net loss				(8,819,932)	(8,819,932)
Ending balance, value at Mar. 31, 2026	$ 2,483	$ 114,418,658	$ (6,077,719)	$ (121,574,587)	$ (13,231,165)
Ending balance, shares at Mar. 31, 2026	24,825,211		696,970

Intangible asset - Patent (Details) - USD ($)	Mar. 31, 2026	Dec. 31, 2025
Goodwill and Intangible Assets Disclosure [Abstract]
Gross carrying value	$ 500,000	$ 500,000
Accumulated amortization	(11,574)
Net carrying amount	$ 488,426	$ 500,000

Common and Preferred Stock (Details)	3 Months Ended
Common and Preferred Stock (Details)	Mar. 31, 2026 USD ($) $ / shares shares
Class of Warrant or Right [Line Items]
Warrants issued \| shares	1,815,528
Aggregate Warrant Fair Value \| $	$ 5,257,138
Warrants [Member]
Class of Warrant or Right [Line Items]
Measurement Date	Jan. 29, 2026
Stock Price	$ 8.75
Risk-Free Rate	3.70%
Volatility	105.00%
Expected Term	3 years 6 months
Warrants issued \| shares	1,458,360
Fair Value per Warrant	$ 2.91
Aggregate Warrant Fair Value \| $	$ 4,242,144
Warrants One [Member]
Class of Warrant or Right [Line Items]
Measurement Date	Jan. 30, 2026
Stock Price	$ 9.27
Risk-Free Rate	3.65%
Volatility	105.00%
Expected Term	3 years 6 months
Warrants issued \| shares	16,889
Fair Value per Warrant	$ 2.91
Aggregate Warrant Fair Value \| $	$ 49,145
Warrants Two [Member]
Class of Warrant or Right [Line Items]
Measurement Date	Feb. 25, 2026
Stock Price	$ 10.07
Risk-Free Rate	3.52%
Volatility	105.00%
Expected Term	3 years 6 months
Warrants issued \| shares	90,279
Fair Value per Warrant	$ 2.88
Aggregate Warrant Fair Value \| $	$ 260,022
Warrants Three [Member]
Class of Warrant or Right [Line Items]
Measurement Date	Feb. 26, 2026
Stock Price	$ 10.09
Risk-Free Rate	3.52%
Volatility	105.00%
Expected Term	3 years 6 months
Warrants issued \| shares	69,444
Fair Value per Warrant	$ 2.88
Aggregate Warrant Fair Value \| $	$ 200,016
Warrants Four [Member]
Class of Warrant or Right [Line Items]
Measurement Date	Mar. 05, 2026
Stock Price	$ 9.43
Risk-Free Rate	3.62%
Volatility	105.00%
Expected Term	3 years 6 months
Warrants issued \| shares	41,667
Fair Value per Warrant	$ 3.03
Aggregate Warrant Fair Value \| $	$ 126,341
Warrants Five [Member]
Class of Warrant or Right [Line Items]
Measurement Date	Mar. 20, 2026
Stock Price	$ 7.31
Risk-Free Rate	3.93%
Volatility	105.00%
Expected Term	3 years 6 months
Warrants issued \| shares	138,889
Fair Value per Warrant	$ 2.73
Aggregate Warrant Fair Value \| $	$ 379,472

Grants

3 Months Ended

Mar. 31, 2026

Grants

Grants

Note 11 – Grants

In August 2025, the Company was awarded a grant totaling $400,000 in gross proceeds from the National Institutes of Health (NIH). The grant is structured pursuant to the NIH Small Business Technology Transfer (STTR) program, which requires collaboration with a research institution, whereby 40% of the grant funds, or $160,000, net of subcontractor costs, is allocated to the Company and 60% is allocated to the Company’s academic research collaborator at USC. The Company’s portion of the grant proceeds is recognized as allowable expenses are incurred and reimbursed by the NIH. For the three months ended March 31, 2026, the Company incurred $25,250 of allowable expenses under the NIH grant.

In September 2025, the Company was awarded a grant totaling approximately $1,007,000 in gross proceeds from the NIH. The grant is structured pursuant to the NIH STTR program, which requires collaboration with a research institution, whereby approximately 24% of the grant funds, or approximately $245,000, net of subcontractor costs, is allocated to the Company and the remainder is allocated to the Company’s academic research collaborator at USC. The Company’s portion of the grant proceeds is recognized as allowable expenses are incurred and reimbursed by the NIH. For the three months ended March 31, 2026, the Company incurred $21,873 of allowable expenses under the NIH grant.

For the three months ended March 31, 2026 and 2025, the Company recognized $47,123 and $0, respectively, of grant income, which is included within interest and other income in the condensed consolidated statements of operations. As of March 31, 2026 and December 31, 2025, the Company had a grant receivable of $118,371 and $71,247, respectively, included within prepaid expenses and other current assets in the condensed consolidated balance sheets.

Segment Reporting

3 Months Ended

Mar. 31, 2026

Segment Reporting [Abstract]

Segment Reporting

Note 12 – Segment Reporting

The Company manages its business activities on a consolidated basis and operates as a single operating segment: Biotechnology. The accounting policies of the Biotechnology segment are the same as those described in Note 1 – Summary of Significant Accounting Policies.

Our Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer, Amir Heshmatpour. The CODM uses net loss, as reported on our consolidated statement of operations, in evaluating the performance of the biotechnology segment and determining how to allocate resources of the Company as a whole, including investing in our research and development programs and acquisition/licensing strategy. The CODM does not review assets in evaluating the results of the biotechnology segment, and therefore, such information is not presented. The following supplemental information, which is regularly provided to the CODM, breaks down the research and development costs for the three months ended March 31, 2026 and 2025, respectively.

Schedule of segment reporting
	For the Three Months Ended March 31,
	2026			2025
Revenue	$	-		$	39,990

Less: Significant and other segment expenses:
NEO100		882,654			579,462
NEO100-02		105,094			108,461
NEO212		268,577			176,555
Pediatric		19,736			48,832
Laboratory		10,275			84,912
Total research and development expense		1,286,336			998,222

Advisory fees – related parties		1,360,000			11,737,806
Legal and professional		1,188,220			957,545
Employee compensation expenses		189,228			161,494
Amortization of debt issuance		192,165			167,951
Investor relations		47,512			544,307
Stock based compensation		2,732,398			17,397,774
Other general and administrative expense		251,968			143,684
Interest expense		982,624			308,922
Gain on change in fair value of derivative liability		(2,801	)		-
Other expense		644,601			-
Interest and other income		(52,319	)		(51,699	)
Net loss	$	(8,819,932	)	$	(32,326,016	)

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2026	May 15, 2026
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2026
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2026
Current Fiscal Year End Date	--12-31
Entity File Number	001-42567
Entity Registrant Name	NEONC TECHNOLOGIES HOLDINGS, INC.
Entity Central Index Key	0001979414
Entity Tax Identification Number	95-1954864
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	23975 Park Sorrento
Entity Address, Address Line Two	Suite 205
Entity Address, City or Town	Calabasas
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91302
City Area Code	310
Local Phone Number	663-7831
Title of 12(b) Security	Common stock, $0.0001 par value per share
Trading Symbol	NTHI
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		26,013,136

Intangible asset – Patent (Details Narrative) - USD ($)	3 Months Ended
Intangible asset – Patent (Details Narrative) - USD ($)	Mar. 31, 2026	Mar. 31, 2025
Goodwill and Intangible Assets Disclosure [Abstract]
Patent cost	$ 500,000
Estimated useful life	18 years
Amortization expense	$ 11,574	$ 0