Termination of Material Agreement (Form 8-K)

Item 1.02 Termination of a Material Definitive Agreement.

On January 7, 2026, Lomond Therapeutics, Inc. (the "Company") entered into a Termination Agreement with Bala Therapeutics, Inc. ("Bala"), pursuant to which that certain License Agreement, dated October 17, 2024, by and between the Company and Bala (the "License Agreement"), was terminated ab initio, effective immediately. Pursuant to the License Agreement, Bala had granted the Company exclusive worldwide rights under certain licensed intellectual property (the "Licensed IP") to develop and commercialize certain compounds and pharmaceutical products related to an early stage menin inhibitor for the treatment of AML. The Company's decision to terminate the License Agreement was due to reasons including, but not limited to, the crowded competitive landscape surrounding the Licensed IP, which among other concerns, could make recruiting patients difficult and potentially capital-intensive in a manner that would detract from other intellectual development of the Company.

In connection with the termination of the License Agreement, the Company and Bala also terminated that certain Promissory Note, dated as of October 17, 2024 (the "Deferred Payment Agreement"), in favor of Bala, pursuant to which the Company had agreed to pay Bala, over time, the sum of $1.2 million on the terms and conditions set forth therein.

As set forth in the Termination Agreement, the parties acknowledged that the Company had spent approximately $600,000 in furtherance of development of the Licensed IP under the License Agreement. As consideration for such expenditure and the termination, Bala agreed to issue shares of its common stock to the Company representing approximately 3.5% of its fully diluted capitalization as of the date thereof.