Material Event (Form 8-K)

Item 8.01. Other Events.

As previously reported, on August 5, 2026, the Company acquired Cy Biopharma, Inc., a Delaware corporation, and entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with the purchasers thereto. Pursuant to the Securities Purchase Agreement, the Company agreed to issue and sell an aggregate of 120,260 shares of its Series C Preferred Stock for an aggregate purchase price of approximately $43 million (the "Financing") to be purchased in two tranches. At the closing of the first tranche of the Financing (the "Initial Closing") that occurred on August 7, 2026, the Company raised more than $21 million in gross proceeds. The achievement of a clinical trial milestone that would permit the closing of the second tranche of the Financing has not yet occurred.

As a result of the Initial Closing and as of the date of this filing, the Company believes it has a minimum of $2.5 million in stockholders' equity and, as a result, satisfies the minimum stockholders' equity requirement for continued listing on The Nasdaq Capital Market ("Nasdaq") under Nasdaq Listing Rule 5550(b)(1).

Additionally, the Company believes that, as of the date of this filing, the Company has at least $5 million in stockholders' equity and, along with the Company's belief that is satisfies the remaining criteria under Nasdaq Listing Rule 5810(c)(3)(A), the Company is eligible for a second 180-day grace period to regain compliance with the $1.00 bid price requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5550(a)(1) (the "Bid Price Rule"). The Company's formal request for the second grace period was timely submitted to Nasdaq on August 24, 2026.

The Company awaits Nasdaq's formal confirmation regarding the Company's compliance with the Equity Rule and Nasdaq's response to the Company's request for a second 180-day grace period to regain compliance with the Bid Price Rule.