Quarterly Report for Quarter Ending September 30, 2025 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes appearing elsewhere in this report. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those discussed in the section titled "Risk Factors" included elsewhere in this report and our Annual Report on Form 10-K for the year ended December 31, 2024.

The following discussion highlights our results of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the periods described, and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on the unaudited financial statements contained in this report, which we have prepared in accordance with United States generally accepted accounting principles. You should read the discussion and analysis together with such financial statements and the related notes thereto.

Basis of Presentation

The unaudited financial statements for the nine months ended September 30, 2025 and 2024 include a summary of our significant accounting policies and should be read in conjunction with the discussion below and our financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q. In the opinion of management, all material adjustments necessary to present fairly the results of operations for such periods have been included in the financial statements. All such adjustments are of a normal recurring nature.

Overview

TAO Synergies Inc. (formerly known as Synaptogenix, Inc.) was previously a biopharmaceutical company with product candidates in pre-clinical and clinical development. We began operations in October 2012. The Company was principally focused on developing a product platform based upon a drug candidate called Bryostatin-1 for the treatment of Alzheimer's disease. The Company was also evaluating Bryostatin-1 for other neurodegenerative or cognitive diseases and dysfunctions, such as Fragile X syndrome, Multiple Sclerosis, and Niemann-Pick Type C disease, which have undergone pre-clinical testing.

Neurotrope, our predecessor company, had been a party to a technology license and services agreement with the original Blanchette Rockefeller Neurosciences Institute (which has been known as Cognitive Research Enterprises, Inc. since October 2016), and its affiliate NRV II, LLC, which we collectively refer to herein as "CRE," pursuant to which we now have an exclusive non-transferable license to certain patents and technologies required to develop our proposed products. We were formed for the primary purpose of commercializing the technologies initially developed by BRNI for therapeutic applications for AD or other cognitive dysfunctions. These technologies have been under development by BRNI since 1999 and, until March 2013, had been financed through funding from a variety of non-investor sources (which include not-for-profit foundations, the NIH, which is part of the U.S. Department of Health and Human Services, and individual philanthropists). From March 2013 forward, development of the licensed technology has been funded principally through us in collaboration with CRE.

On June 9, 2025, in connection with the Company's previously announced exploration of strategic opportunities, the Company announced the launch of a differentiated cryptocurrency treasury strategy focused on the pure play artificial intelligence (AI) crypto coin, TAO, the native cryptocurrency of Bittensor, a decentralized blockchain network for machine learning and AI. On June 25, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation with the Secretary of State for the State of Delaware, effective June 26, 2025, to change the name of the Company from "Synaptogenix, Inc." to "TAO Synergies Inc." On September 26, 2025, the Company formed a subsidiary TAOX Florida Inc. for the purpose of facilitating the Company's expansion into the cryptocurrency treasury strategy business.

Recent Developments

Exploring Strategic Alternatives

In December 2024, the Company announced via press release that the board of directors of Synaptogenix (the "Board") had formed an independent special committee (the "Special Committee") to explore strategic opportunities to create and enhance value for investors, including promising drug development platforms and/or compelling new technologies and services. Management has reviewed Synaptogenix's financial position and has concluded that Synaptogenix's continuing financial strength offset by anticipated future burn rate and publicly traded stock as currency allows the Special Committee to have the resources to continue evaluating potential strategic opportunities.

As a result of the Special Committee's efforts, the Company launched its differentiated cryptocurrency treasury strategy, as described above, to stake TAO for revenue generation and capital appreciation, a strategy which underscores the Company's mission to create value for shareholders.

September 2024 Private Placement

On September 10, 2024, the Company entered into a Securities Purchase Agreement (the "Series C Purchase Agreement") with certain accredited investors (the "Series C Investors"), pursuant to which it agreed to sell to the Series C Investors (i) in a registered direct offering, an aggregate of 1,793 shares of the Company's newly-designated Series C convertible preferred stock, par value $0.0001, with a stated value of $1,000 per share (the "Series C Preferred Stock"), initially convertible into up to 448,250 shares of Common Stock (the "Registered Conversion Shares") and (ii) in a concurrent private placement, an aggregate of 3,207 shares of the Series C Preferred Stock, initially convertible into up to 801,750 shares of Common Stock (the "Unregistered Conversion Shares" and, together with the Registered Conversion Shares, the "Series C Conversion Shares") as well as warrants (the "Series C Warrants") to acquire up to an aggregate of 1,250,000 shares of Common Stock (the "Series C Warrant Shares") (the registered direct offering and the concurrent private placement collectively, the "Series C Offering").

GP Nurmenkari Inc. acted as the Series C Placement Agent. In connection with the Series C Offering, pursuant to an Engagement Letter between the Company and the Series C Placement Agent, we agreed to pay the Series C Placement Agent (i) a cash fee equal to 7.0% of the gross proceeds from any sale of securities in the Series C Offering and (ii) warrants to purchase shares of Common Stock equal to 3.0% of the number of shares of Common Stock that the Series C Preferred Stock are initially convertible into, with an exercise price of $4.00 per share and a five-year term.

The terms of the Series C Preferred Stock are as set forth in the Series C Certificate of Designations, which was filed with the Secretary of State for the State of Delaware on September 12, 2024. The Series C Preferred Stock is convertible into Series C Conversion Shares at the election of the holder at any time at the Series C Conversion Price. The Series C Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Series C Conversion Price (subject to certain exceptions). We were required to redeem the Series C Preferred Shares in equal quarterly installments, commencing on October 31, 2024. The amortization payments due upon such redemption are payable in cash at 107% of the applicable Installment Amount (as defined in the Series C Certificate of Designations).

The holders of the Series C Preferred Shares were entitled to dividends of 5% per annum, compounded quarterly, which were payable in cash. Upon the occurrence and during the continuance of a Triggering Event (defined in the Series C Certificate of Designations), the Series C Preferred Shares would accrue dividends at the rate of 15% per annum. The holders of Series C Preferred Shares were entitled to vote with holders of the Common Stock as a single class on all matters that holders of Common Stock were entitled to vote upon, with the number of votes per Series C Preferred Share equal to the stated value of such Series C Preferred Share divided by the "Minimum Price" (as defined in Rule 5635 of the Listing Rules of the Nasdaq Stock Market) immediately prior to the date of the Series C Purchase Agreement.

Notwithstanding the foregoing, the Company's ability to settle conversions was subject to certain limitations set forth in the Certificate of Designations, including a limit on the number of shares that may be issued until the time, if any, that the Company receives Nasdaq Stockholder Approval. The Company received Nasdaq Stockholder Approval of these matters at a meeting held on December 6, 2024. Further, the Series C Certificate of Designations contained a certain beneficial ownership limitation after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Series C Certificate of Designations or Series C Warrants.

The Series C Certificate of Designations included certain Triggering Events (as defined in the Series C Certificate of Designations), including, among other things, the failure to file and maintain an effective registration statement covering the sale of the holder's securities registrable pursuant to the Series C Registration Rights Agreement (defined below) and the Company's failure to pay any amounts due to the holders of the Series C Preferred Shares when due. In connection with a Triggering Event, each holder of Series C Preferred Shares was able to require the Company to redeem in cash any or all of the holder's Series C Preferred Shares at a premium set forth in the Series C Certificate of Designations.

The Series C Warrants are exercisable immediately at the Series C Exercise Price and expire five years from the date of issuance. The Series C Exercise Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a "full ratchet" basis, in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Series C Exercise Price (subject to certain exceptions). There is no established public trading market for the Series C Warrants and the Company does not intend to list the Series C Warrants on any national securities exchange or nationally recognized trading system.

In connection with the Series C Purchase Agreement, on September 10, 2024, the Company and the Series C Investors entered into a Registration Rights Agreement, pursuant to which the Company was required to file a resale registration statement with the SEC to register for resale 200% of the Unregistered Conversion Shares and 200% of the Series C Warrant Shares. The Company filed a registration statement for the resale of such securities on October 10, 2024, which was declared effective by the SEC on October 21, 2024. The Company also agreed to other customary obligations regarding registration, including indemnification and maintenance of the effectiveness of the registration statement.

Amendment to Series C Preferred Certificate of Designations

In connection with entry into the Series D Purchase Agreement (as defined below), on June 9, 2025, the Company filed a certificate of amendment (the "Series C Certificate of Amendment") to the Series C Certificate of Designation, pursuant to which, among other things, the Company and the Series C Investors agreed to eliminate the right of the Series C Investors to require the Company to redeem their shares of Series C Preferred Stock in certain circumstances. Additionally, the Series C Certificate of Amendment amended the definition of Change of Control Redemption Premium related to the volatility input to an expected volatility equal to the 100-day volatility, obtained from the "HVT" function on Bloomberg (determined utilizing a 365 day annualization factor) as of the trading day immediately following the public announcement of the applicable contemplated Change of Control (as defined in the Series C Certificate of Designation).

First Amendment to Series C Warrants

In connection with entry into the Series D Purchase Agreement (as defined below), on June 9, 2025, the Company entered into an amendment (the "First Series C Warrant Amendment") to the Series C Warrants with holders of the Series C Warrants to amend certain provisions as follows: (i) to modify the Black Scholes Consideration Value (as defined therein) and Black Scholes Value (as defined therein) calculation inputs from an expected volatility equal to the greater of 100% and the 30-day volatility obtained from the "HVT" function on Bloomberg (determined utilizing a 365-day annualization factor) as of the trading day immediately following the date of issuance, to an expected volatility equal to the 30-day volatility obtained from the "HVT" function on Bloomberg (determined utilizing a 365-day annualization factor) as of the trading day immediately following the date of issuance and (ii) to modify the Black Scholes Value (as defined therein) used to calculate payments to holders of the Series C Warrants in the event of a Fundamental Transaction (as defined therein) that is not approved by the Company's board of directors or involves no consideration to holders of the Series C Warrants.

Second Amendment to Series C Warrants

On August 14, 2025, the Company entered into a second amendment (the "Second Series C Warrant Amendment") to the Series C Warrants with holders of the Series C Warrants, effective as of June 30, 2025, to amend certain provisions as follows: (i) to further modify the Black Scholes Value (as defined therein) used to calculate payments to holders of the Series C Warrants in the event of a Fundamental Transaction (as defined therein) that is not approved by the Company's board of directors or involves no consideration to holders of the Series C Warrants, fromthe greatest of (a) the Black Scholes Value of the remaining unexercised portion of the Series C Warrant, and (b) 125% of the positive difference between (1) product of the number of warrant shares underlying the unexercised portion of the Series C Warrant and the highest VWAP for the Common Stock during the period commencing twenty (20) trading days prior to the public announcement of the Fundamental Transaction (as defined therein) and ending on the consummation thereof and (2)

the remaining aggregate exercise price of the Series C Warrant, to the greatest of (a) the Black Scholes Value of the remaining unexercised portion of the Series C Warrant, and (b) the positive difference between (1) product of the number of warrant shares underlying the unexercised portion of the Series C Warrant and the highest VWAP for the Common Stock during the period commencing twenty (20) trading days prior to the public announcement of the Fundamental Transaction and ending on the consummation thereof and (2) the remaining aggregate exercise price of the Series C Warrant, and (ii) to remove the provision providing for an increase in the exercise price of the Series C Warrants upon (a) the increase or decrease of the purchase or exercise price of any options, (b) the issuance of additional consideration upon the conversion of any convertible securities or (c) the increase or decrease of the rate of conversion of any convertible securities.

During the nine months ended September 30, 2025, the Company settled $4,285,000 of the Series C Preferred Stock through $1,430,000 of cash redemptions and conversion of $2,855,000 into 951,667 shares of Common Stock and payment of $80,312 of accrued dividends in cash through installment redemptions. In conjunction with the redemptions and conversion during the nine months ended September 30, 2025, the Company recognized a deemed dividend of $105,722 related to cash premiums and relieved $343,332 of the Series C Preferred Stock premium recognized in conjunction with the amendment to the Series C Preferred Stock.

June 2025 Private Placement

On June 9, 2025, the Company entered into a Securities Purchase Agreement (the "Series D Purchase Agreement") with certain accredited investors (the "Series D Investors"), pursuant to which it agreed to sell to the Investors in a private placement (the "Series D Private Placement") (i) an aggregate of 5,500 shares of the Company's newly designated Series D convertible preferred stock, par value $0.0001, with a stated value of $1,000 per share (the "Series D Preferred Stock"), initially convertible into up to 1,833,333 shares of the Company's Common Stock, par value $0.0001 per share at an initial conversion price of $3.00 and (ii) warrants to purchase up to an aggregate of 1,833,333 shares of Common Stock (the "Series D Warrants"). The shares of Common Stock issuable upon conversion of the Series D Preferred Stock are referred to as the "Series D Conversion Shares."

GP Nurmenkari Inc. acted as the placement agent for the Offering (the "Series D Placement Agent"). In connection with the Series D Private Placement, pursuant to an Engagement Letter between the Company and the Series D Placement Agent, the Company agreed to pay the Series D Placement Agent (i) a cash fee equal to 7.0% of the gross proceeds from any sale of securities in the Series D Private Placement and (ii) warrants to purchase shares of Common Stock equal to 3.0% of the number of shares of Common Stock that the Series D Preferred Stock are initially convertible into, with an exercise price of $3.00 per share and a five-year term.

The terms of the Series D Preferred Stock are as set forth in the form of Certificate of Designations (the "Series D Certificate of Designations"), which was filed with the Secretary of State for the State of Delaware on June 9, 2025. The Series D Preferred Stock is convertible into Series D Conversion Shares at the election of the holder at any time at an initial conversion price of $3.00 (the "Series D Conversion Price"). The Series D Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Series D Conversion Price (subject to certain exceptions). The Company is required to redeem the Series D Preferred Stock in equal quarterly installments, commencing on September 30, 2025. The amortization payments due upon such redemption are payable in cash at 107% of the applicable Installment Amount (as defined in the Series D Certificate of Designations).

The holders of the Series D Preferred Stock are entitled to dividends of 5% per annum, compounded quarterly, which will be payable in cash. Upon the occurrence and during the continuance of a Triggering Event (as defined in the Series D Certificate of Designations), the Series D Preferred Stock will accrue dividends at the rate of 15% per annum. The holders of Series D Preferred Stock are entitled to vote with holders of the Common Stock as a single class on all matters that holders of Common Stock are entitled to vote upon, with the number of votes per share of Series D Preferred Stock equal to the stated value of such share of Series D Preferred Stock divided by the then-applicable Series D Conversion Price; provided, however that in no event shall the then-applicable Series D Conversion Price be less than the "Minimum Price" (as defined in Nasdaq Listing Rule 5635) on the date immediately prior to the date of the Series D Purchase Agreement.

Notwithstanding the foregoing, the Company's ability to settle conversions is subject to certain limitations set forth in the Series D Certificate of Designations, including a limit on the number of shares that may be issued until the time, if any, that the Company's stockholders have approved the issuance of more than 19.99% of the Company's outstanding shares of Common Stock in accordance with Nasdaq listing standards (the "Nasdaq Stockholder Approval"). The Company received stockholder approval of these matters at a meeting held on August 6, 2025. Further, the Series D Certificate of Designations contains a certain beneficial ownership

limitation after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Series D Certificate of Designations or Series D Warrants.

The Series D Certificate of Designations includes certain Triggering Events (as defined in the Series D Certificate of Designations), including, among other things, the failure to file and maintain an effective registration statement covering the sale of the holder's securities registrable pursuant to the Series D Registration Rights Agreement (defined below) and the Company's failure to pay any amounts due to the holders of the Series D Preferred Stock when due. In connection with a Triggering Event, each holder of Series D Preferred Stock will be able to require the Company to redeem in cash any or all of the holder's Series D Preferred Stock at a premium set forth in the Series D Certificate of Designations.

The Company is subject to certain affirmative and negative covenants regarding the incurrence of indebtedness, acquisition and investment transactions, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends (other than dividends pursuant to the Series D Certificate of Designations), distributions or redemptions, and the transfer of assets, among other matters.

There is no established public trading market for the Series D Preferred Stock and the Company does not intend to list the Series D Preferred Stock on any national securities exchange or nationally recognized trading system.

The Purchase Agreement contains certain representations and warranties, covenants and indemnities customary for similar transactions. The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement and may be subject to limitations agreed upon by the contracting parties.

During the three and nine months ended September 30, 2025, the Company settled $4,296,438 of the Series D Preferred Stock through conversions into 1,432,146 shares of Common Stock.

Series D Warrants

The Series D Warrants are exercisable immediately at an exercise price of $3.00 per share (the "Series D Exercise Price") and expire five years from the date of issuance. The Series D Exercise Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a "full ratchet" basis, in the event of any issuances of Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Series D Exercise Price (subject to certain exceptions). There is no established public trading market for the Series D Warrants and the Company does not intend to list the Series D Warrants on any national securities exchange or nationally recognized trading system.

Amendment to Series D Warrants

On August 14, 2025, the Company entered into an amendment (the "Series D Warrant Amendment") to the Series D Warrants with holders of the Series D Warrants, effective as of June 30, 2025, to amend certain provisions as follows: (i) to further modify the Black Scholes Value (as defined therein) used to calculate payments to holders of the Series D Warrants in the event of a Fundamental Transaction (as defined therein) that is not approved by the Company's board of directors or involves no consideration to holders of the Series D Warrants, fromthe greatest of (a) the Black Scholes Value of the remaining unexercised portion of the Series D Warrant, and (b) 125% of the positive difference between (1) product of the number of warrant shares underlying the unexercised portion of the Series D Warrant and the highest VWAP for the Common Stock during the period commencing twenty (20) trading days prior to the public announcement of the Fundamental Transaction (as defined therein) and ending on the consummation thereof and (2) the remaining aggregate exercise price of the Series D Warrant, tothe greatest of (a) the Black Scholes Value of the remaining unexercised portion of the Series D Warrant, and (b) the positive difference between (1) product of the number of warrant shares underlying the unexercised portion of the Series D Warrant and the highest VWAP for the Common Stock during the period commencing twenty (20) trading days prior to the public announcement of the Fundamental Transaction and ending on the consummation thereof and (2) the remaining aggregate exercise price of the Series D Warrant, and (ii) to remove the provision providing for an increase in the exercise price of the Series D Warrants upon (a) the increase or decrease of the purchase or exercise price of any options, (b) the issuance of additional consideration upon the conversion of any convertible securities or (c) the increase or decrease of the rate of conversion of any convertible securities.

Registration Rights

In connection with entry into the Series D Purchase Agreement, on June 9, 2025, the Company and the Series D Investors entered into a Registration Rights Agreement (the "Registration Rights Agreement"), pursuant to which the Company was required to file a resale registration statement (the "Resale Registration Statement") with the SEC to register for resale (i) the Series D Conversion Shares, (ii) the Series D Warrant Shares, (iii) the Consultant Warrant Shares (see Note 5: Other Commitments-Consulting Agreement- Consulting Agreement with James Altucher and Z-List Media) and (iv) the shares underlying warrants issued to the Series D Placement Agent. The Resale Registration Statement was declared effective by the SEC on July 17, 2025. The Company is required to maintain the effectiveness of the Resale Registration Statement pursuant to the terms of the Registration Rights Agreement.

Series B Common Stock Warrants

Pursuant to a November 17, 2022 private placement, the Company issued to investors warrants and, pursuant to its advisory agreements, the Company issued to its advisor additional warrants with the same terms to purchase 2,323 shares of Common Stock with the same terms (the "Series B Broker Warrants"). The Series B Broker Warrants are within the scope of ASC 718 pursuant to ASC 718-10-20 but are subject to liability classification as they would be required to be classified as liabilities in accordance with ASC 480.

The warrants were determined to be within the scope of ASC 480-10 as they are puttable to the Company at the Holders' election upon the occurrence of a Fundamental Transaction (as defined in the agreements). As such, the Company recorded the warrants as a liability at fair value with subsequent changes in fair value recognized in earnings.

During the three months ended September 30, 2025 and 2024, the Company recorded a gain of $106,000 and a loss of $33,000, respectively, related to the change in fair value of the Series B warrant liability, which is recorded in other income (expense) on the Condensed Consolidated Statements of Comprehensive Loss. During the nine months ended September 30, 2025 and 2024, the Company recorded a loss of $336,000 and $129,000, respectively, related to the change in fair value of the Series B warrant liability, which is recorded in other income (expense) on the Condensed Consolidated Statements of Comprehensive Loss. The fair value of the warrants of approximately $646,000 was estimated at September 30, 2025 utilizing the Black Scholes Model using the following weighted average assumptions: dividend yield 0%; remaining term of 2.14 years; equity volatility of 130%; and a risk-free interest rate of 3.54%.

Other Development Projects

To the extent resources permit, we may pursue development of selected technology platforms with indications related to the treatment of various disorders, including neurodegenerative disorders such as AD, based on our currently licensed technology and/or technologies available from third party licensors or collaborators.

Nemours Agreement

On September 5, 2018, we announced a collaboration with Nemours, a premier U.S. children's hospital, to initiate a clinical trial in children with Fragile X. In addition to the primary objective of safety and tolerability, measurements will be made of working memory, language and other functional aspects such as anxiety, repetitive behavior, executive functioning, and social behavior. On August 5, 2021, we announced our memorandum of understanding with Nemours A.I. DuPont Hospital ("Nemours") to initiate a clinical trial using Bryostatin-1, under Orphan Drug Status, to treat Fragile X. We intend to provide the Bryostatin-1 drug product candidate and obtain the IND and Nemours intends to provide the clinical site and attendant support for the trial. We and Nemours, jointly, will develop the trial protocol. We currently estimate our total trial and IND cost to be approximately $2 million. As of the end of the period covered by this quarterly report, we have incurred cumulative expenses associated with this agreement of approximately $100,000.

We have filed for an IND with the FDA. The FDA has placed the development of the IND on clinical hold pending completion of further analytics relating to drug pharmacokinetics and pharmacodynamics. We are currently evaluating our plans to advance Fragile X development.

Cleveland Clinic

On February 23, 2022, we announced our collaboration with Cleveland Clinic to pursue possible treatments for MS, and on July 19, 2023, we announced that we had entered into an agreement with Cleveland Clinic to conduct a Phase 1 trial of Bryostatin-1 in MS. Cleveland Clinic will manage the clinical trial's implementation, including an IND submission to the FDA and patient enrollment. Cleveland Clinic has enrolled three subjects and has dosed two to - date, with the total planned enrollment in the MS Trial of 20 subjects. The total estimated costs associated with this collaboration are approximately $2.0 million. As of September 30, 2025, we have incurred expenses due to Cleveland Clinic approximately $563,000 of which $250,459 was expensed during the nine months ended September 30, 2025.

In December 2024, the Company announced via press release the termination of its agreement with the Cleveland Clinic due to the slow pace of enrollment in the Phase 1 clinical trial. The termination of the agreement was one of various actions authorized by the Board, designed to reduce the Company's cash burn rate.

Results of Operations

Comparison of the three months ended September 30, 2025 and 2024

The following table summarizes our results of operations for the three months ended September 30, 2025 and 2024:

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Revenues

We generated operating revenues for the three months ended September 30, 2025 from staking TAO tokens versus none for the comparable period in 2024.

Operating Expenses

Overview

Total operating expenses for the three months ended September 30, 2025 were $2,002,871 as compared to $1,978,044 for the three months ended September 30, 2024, an increase of approximately 1.3%. The increase in total operating expenses is due to the increase in general and administrative expenses partially offset by warrant issuance costs and by the decrease in research and development expenses.

Research and Development Expenses

For the three months ended September 30, 2025, we incurred $54,388 in research and development expenses as compared to $222,897 for the three months ended September 30, 2024, a decrease of approximately 75.6%. These expenses were incurred primarily in connection with developing the potential AD therapeutic product and the MS trial with Cleveland Clinic during the three months ended September 30, 2024. Of these expenses, for the three months ended September 30, 2025, $27,305 was incurred principally relating to our product development and storage of drug product, $13,279 for clinical consulting services, $7,534 of amortization of prepaid licensing fees relating to the Stanford License Agreement and Mount Sinai Agreement, and $6,270 for development of alternative drug supply with Stanford University; comparatively, for the three months ended September 30, 2024, $31,630 was incurred principally relating to our confirmatory clinical trial and related storage of drug product, $173,797 for clinical consulting services, $7,534 of

amortization of prepaid licensing fees relating to the Stanford License Agreement and Mount Sinai Agreement, and $9,936 for development of alternative drug supply with Stanford University.

Our research and development expenses have decreased as our Cleveland Clinic trial for AD was concluded by the end of 2024 and our MS clinical trial was discontinued. Other development expenses might increase, as our resources permit, in order to advance our potential products. We are continuing to determine how to proceed with respect to our other current development programs for Bryostatin-1.

General and Administrative and Warrant Expenses

We incurred $1,948,483 and $1,755,147 of general and administrative expenses for the three months ended September 30, 2025 and 2024, respectively, an increase of approximately 11.0%. The three months ended September 30, 2024 results included warrant issuance costs associated with the Series C Private Placement of $618,375. During the three months ended September 30, 2025, $212,341 was incurred primarily for wages, bonuses, vacation pay, severance, taxes and insurance, versus $315,830 for the three months ended September 30, 2024. The decrease resulted primarily from compensation reductions for our President and our Chief Executive Officer and decreased executive bonuses. $403,789 was incurred for legal expenses versus $113,173 for the 2024 comparable period. The increase in legal fees for 2025 resulted from the Company changing its business strategy, restructuring and financing. $785,385 was incurred for outside operations consulting services during the three months ended September 30, 2025, versus $258,990 for the comparable period in 2024. The higher amount for the 2025 period reflects non-cash expenses associated with warrants issued to crytcocurrency experts totaling $336,838. $12,502 was incurred for travel expenses during the three months ended September 30, 2025, versus $26,226 for the comparable period in 2024 as Company officers and directors conducted overseas due diligence for strategic investments in 2024. $105,379 was incurred for investor relations services during the three months ended September 30, 2025, versus $95,314 for the comparable period in 2024. $54,310 was incurred for professional fees associated with auditing, financial, accounting and tax advisory services during the three months ended September 30, 2025, versus $58,995 for the comparable period in 2024; $144,913 was incurred for insurance during the three months ended June 30, 2025, versus $161,467 for the comparable period in 2024. The decrease in insurance expense is attributable to lower premiums; $176,090 was incurred for utilities, supplies, license fees, filing costs, rent, advertising and other expenses during the three months ended September 30, 2025, versus $102,986 for the comparable period in 2024. The increase is attributable to credits for lower franchise taxes paid during the 2024 period credited to 2024. $53,774 was recorded as non-cash stock options compensation expense during the three months ended September 30, 2025, versus $3,791 for the comparable period in 2024. The increase for the current period is attributable to granting of stock options awards during the current quarter.

Other Income (loss)

We recognized total other expenses of $(2,123,747) for the three months ended September 30, 2025 as compared to $(3,763,969) for the three months ended September 30, 2025, which consisted, for 2025 and 2024, of interest income on funds deposited in interest-bearing money market accounts and investments in short-term U.S. treasury bills and changes in fair value of warrant and derivative liabilities and offering costs. The decrease in interest income and unrealized gains on treasury bills totaling $257,389 for the three months ended September 30, 2025 is primarily attributable to the decrease in cash balances over the period and lower interest rates. The total decrease in other income is primarily attributable to the decrease in interest income as noted above, the unrealized loss on digital asset investments of 2,382,129 offset by the decrease in loss in issuance of Series C Preferred Stock of approximately $3.8 million, the decrease in fair value of derivative and warrant liabilities of $455,090 and reduction in net loss in equity investment of 12,025.

Net income (loss)

We recognized losses of $(3,923,247) and $(5,742,013) for the three months ended September 30, 2025 and 2024, respectively. The decreased loss was primarily attributable to the decrease in research and development expenses, the decrease in other losses partially offset by the increase in general and administrative expenses.

Comparison of the nine months ended September 30, 2025 and 2024

The following table summarizes our results of operations for the nine months ended September 30, 2025 and 2024:

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Revenues

We generated operating revenues for the nine months ended September 30, 2025 from staking TAO tokens.

Operating Expenses

Overview

Total operating expenses for the nine months ended September 30, 2025 were $6,111,831 as compared to $5,250,505 for the nine months ended September 30, 2024, an increase of approximately 16.4%. The increase in total operating expenses is due to the increase in general and administrative expenses and warrant issuance costs partially offset by the decrease in research and development expenses.

Research and Development Expenses

For the nine months ended September 30, 2025, we incurred $263,759 in research and development expenses as compared to $1,174,214 for the nine months ended September 30, 2024, a decrease of approximately 77.5%. These expenses were incurred primarily in connection with developing the potential AD therapeutic product and the MS trial with Cleveland Clinic during the nine months ended September 30, 2024. Of these expenses, for the nine months ended September 30, 2025, $137,953 was incurred principally relating to our product development and storage of drug product, $70,362 for clinical consulting services, $22,438 of amortization of prepaid licensing fees relating to the Stanford License Agreement and Mount Sinai Agreement, and $33,006 for development of alternative drug supply with Stanford University. Comparatively, for the nine months ended September 30, 2024, $697,899 was incurred principally relating to our confirmatory clinical trial and related storage of drug product, $426,523 for clinical consulting services, $22,107 of amortization of prepaid licensing fees relating to the Stanford License Agreement and Mount Sinai Agreement, $27,685 for development of alternative drug supply with Stanford University.

Our research and development expenses have decreased as our Cleveland Clinic trial for AD was concluded by the end of 2024 and our MS clinical trial was discontinued. Other development expenses might increase, as our resources permit, in order to advance our potential products. We are continuing to determine how to proceed with respect to our other current development programs for Bryostatin-1.

General and Administrative and Warrant Expenses

We incurred $5,848,072 and $4,076,291 of general and administrative expenses for the nine months ended September 30, 2025 and 2024, respectively, an increase of approximately 43.5%. The nine months ended September 30, 2025 results included warrant issuance costs associated with the Series D Private Placement of approximately $700,000 for 2025 versus approximately 618,000 associated with the Series C Private Placement during the comparable 2024 period. During the nine months ended September 30, 2025, $662,132 was incurred primarily for wages, bonuses, vacation pay, severance, taxes and insurance, versus $986,382 for the nine months ended September 30, 2024. The decrease resulted primarily from compensation reductions for our President and our Chief Executive Officer and lower bonuses. $804,746 was incurred for legal expenses versus $397,123 for the 2024 comparable period. The increased

legal fees for 2025 is based upon the Company changing its business strategy, restructuring and financing. $1,290,215 was incurred for outside operations consulting services during the nine months ended September 30, 2025. The higher amount for the 2025 period reflects non-cash expenses associated with warrants issued to cryptocurrency experts totaling 336,838 versus $751,761 for the comparable period in 2024. $38,831 was incurred for travel expenses during the nine months ended September 30, 2025, versus $83,412 for the comparable period in 2024 as Company officers and directors conducted overseas due diligence for strategic investments in 2024. $309,814 was incurred for investor relations services during the nine months ended September 30, 2025, versus $316,249 for the comparable period in 2024. $195,022 was incurred for professional fees associated with auditing, financial, accounting and tax advisory services during the nine months ended September 30, 2025, versus $214,192 for the comparable period in 2024. $424,848 was incurred for insurance during the nine months ended September 30, 2025, versus $470,695 for the comparable period in 2024. The decrease is attributable to lower premiums. $395,904 was incurred for utilities, supplies, license fees, filing costs, rent, advertising and other expenses during the nine months ended September 30, 2025, versus $216,484 for the comparable period in 2024. The increase is attributable to credits for lower franchise taxes paid during the 2024 period credited to 2024. $1,026,715 was recorded as non-cash stock options compensation expense during the nine months ended September 30, 2025, versus $21,618 for the comparable period in 2024. The increase for the current period is attributable to granting of restricted stock and stock options awards during the current period.

Other Income (loss)

We recognized total other expenses of $(15,149,658) for the nine months ended September 30, 2025 as compared to $(1,971,516) for the nine months ended September 30, 2025, which consisted, for 2025 of unrealized losses on digital assets, and for both 2025 and 2024, interest income on funds deposited in interest-bearing money market accounts and investments in short-term U.S. treasury bills and changes in fair value of warrant and derivative liabilities and offering costs. The decrease in interest income and unrealized gains on treasury bills totaling $716,160 for the nine months ended September 30, 2025 is primarily attributable to the decrease in cash balances over the period and lower interest rates. The total increase in other expenses is primarily attributable to the decrease in interest income as noted above, the unrealized loss on digital asset investments of 2,396,497, the increase in warrant and derivative liabilities of approximately $13.9 million offset by the decrease in loss in issuance of Series C Preferred Stock of approximately $3.8 million.

Net income (loss)

We recognized losses of $(21,054,156) and $(7,222,021) for the nine months ended September 30, 2025 and 2024, respectively. The increased loss was primarily attributable to the increase in general and administrative, other expenses and decrease in interest income partially offset by a decrease in research and development expenses.

Financial Condition, Liquidity and Capital Resources

Cash and Working Capital

Since inception, we have incurred negative cash flows from operations. As of September 30, 2025, we had working capital of $7,306,830 as compared to working capital of $16,706,587 as of December 31, 2024. The $600,243 decrease in working capital was primarily attributable to approximately $4.9 million of proceeds from the Series D Private Placement, approximately $2.0 million of proceeds from warrant exercises and approximately $380,000 of interest income partially offset by $5.1 million of operating expenses and redemption of Series C Preferred Stock of approximately $1.6 million.

We expect that our current cash and cash equivalents and Tao tokens value of approximately $34.0 million in total will be sufficient to support our projected operating requirements for at least the next 12 months from the date of this Quarterly Report on Form 10-Q, which may include the continuing development of Bryostatin-1 for neurodegenerative diseases.

We expect to require additional capital in order to accumulate enough capital to acquire our previously stated target amount of TAO and to otherwise pursue our business strategy. However, additional future funding may not be available to us on acceptable terms, or at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, we could face significant limitations on our ability to invest in our operations and otherwise suffer harm to our business. Any additional equity financing, if available, may not be available on favorable terms, would most likely be significantly dilutive to our current stockholders and debt financing, if available, and may involve restrictive covenants. If we are able to access funds through collaborative or licensing arrangements, we may be required to relinquish rights to some of our technologies or product candidates that we would otherwise seek to develop or commercialize

on our own, on terms that are not favorable to us. Our ability to access capital when needed is not assured and, if not achieved on a timely basis, would likely materially harm our business and financial condition.

Sources and Uses of Liquidity

We expect to continue to incur expenses, resulting in losses and negative cash flows from operations, over at least the next several quarters as we continue to evaluate developing AD and other therapeutic products while also executing our cryptocurrency treasury strategy.

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Net Cash Used in Operating Activities

Cash used in operating activities was $3,944,213 for the nine months ended September 30, 2025, compared to $3,716,123 for the nine months ended September 30, 2024. The $228,090 increase primarily resulted from the increase in non-cash expenses and change in fair value of liabilities of approximately $11.2 million, an increase in accounts payable and accrued expenses of approximately $0.5 million and the unrealized loss of approximately $2.4 million from cryptocurrency and a decrease in prepaid expenses of approximately $0.3 million partially offset by, non-cash revenue from digital assets of approximately $0.2 million and the increase in net loss of approximately $13.8 million.

Net Cash Provided by (Used in) Investing Activities

Net cash used in investing activities was approximately $17.6 million for the nine months ended September 30, 2025 compared to $1.0 million for the nine months ended September 30, 2024. The cash used in investing activities for the nine months ended September 30, 2024 was for the purchase of cryptocurrency for the Company's treasury strategy. Cash used for the nine months ended September 30, 2024 was for the purchase of debt securities for a strategic investment.

Net Cash Provided by (Used in) Financing Activities

Net cash provided by financing activities was $5,303,622 for the nine months ended September 30, 2025 compared to $4,319,595 used in financing activities for the nine months ended September 30, 2024. The cash provided by financing activities for the nine months ended June 30, 2025 consisted of proceeds from the Company's Series D Preferred Stock offering and proceeds from exercise of investor warrants partially offset by principal and dividend payments applied to our outstanding Series C Preferred Stock outstanding. Cash used for the nine months ended September 30, 2024 was for the redemption of principal and dividends paid on our Series B Preferred Stock outstanding partially offset by proceeds from our Series C Preferred Stock offering.

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