Related‑Party Transactions

3 Months Ended

Mar. 31, 2026

Related‑Party Transactions [Abstract]

Related‑Party Transactions

(11) Related‑Party Transactions

In November 2023, the Company issued unsecured convertible notes and accompanying Series A and Series B Warrants (see Note 8a). The transaction included the issuance of a $5 million convertible note and 4,237,288 Series A and 4,237,288 Series B Warrants to PharmaCyte Biotech, Inc (“PharmaCyte”). The interim CEO, President and Director of PharmaCyte Biotech, Inc., Joshua Silverman, served on the Company’s board of directors until March 2026. The Series B Warrants expired in November 2024. In November 2025, the Company paid PharmaCyte accrued interest on the convertible note of $300,000 in equity of 379,747 common shares. In November 2025, the convertible notes principal balance of $5 million was repaid at maturity. No amounts were due to PharmaCyte as of March 31, 2026.

In conjunction with the June 2025 Financing (see Note 9), certain executive officers and a director of the Company purchased an aggregate of 98,040 shares of the Company’s common stock in a private placement at a price of $1.02 per share, for total gross proceeds of $100,001. Other investors in the private placement purchased common stock at a discounted price of $0.85 per share. No amounts were due to or from these related parties in connection with this transaction as of March 31, 2026.

In conjunction with the August 2025 Financing (see Note 9), certain executive officers of the Company purchased 87,363 common shares, with a common warrant, with a combined price of $0.5151. Gross proceeds from the transaction totaled $45,001. The price equaled the market price of the Company’s stock on the applicable purchase date. The common warrants have a 5-year term and an exercise price of $0.5151 per share. The warrants remain outstanding as of March 31, 2026. No amounts were due to or from these related parties in connection with this transaction as of March 31, 2026.

In the November 2025 Financing (see Note 8b), certain executive officers and directors of the Company purchased senior secured convertible notes with a combined principal balance of $175,000, convertible into common shares at a price of $0.73 per share. Additionally, in connection with the convertible notes, the officers and directors were issued 238,854 Series A-1 Warrants, 238,854 Series B-1 Warrants and 238,854 Series C-1 Warrants at exercise prices of $0.81, $0.92 and $1.10 per share, respectively. In March 2026, in connection with the modification of the Conversion Option in the 2025 Notes and the Series A-1, B-1, and C-1 Warrants, the officers and directors were issued 238,854 Series D-1 Warrants at exercise prices of $0.58 per share. As of March 31, 2026, $175,000 in convertible notes were due to the officers and directors, in addition to accrued interest of $5,909. All Series A-1, Series B-1, Series C-1 and Series D-1 warrants issued to the officers and directors remain outstanding as of March 31, 2026.

During the three months ended March 31, 2026 and year ended December 31, 2025, a family member of the CEO was employed by the Company. The compensation paid is consistent with market standards for comparable positions.