Annual Report for Fiscal Year Ending December 31, 2025 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a clinical-stage biopharmaceutical company focused on our Phase III clinical trial, Flamingo-01, which is evaluating GLSI-100, an immunotherapy to prevent breast cancer recurrences. GP2 is a 9 amino acid transmembrane peptide of the HER2/neu protein, a cell surface receptor protein that is expressed in a variety of common cancers, including expression in 75% of breast cancers at low (1+), intermediate (2+), and high (3+ or over-expressor) levels. The combination of GP2 + GM-CSF is called GLSI-100. We are currently expanding Flamingo-01 into Europe with plans to open up to 150 sites globally. Flamingo-01 is designed to evaluate the safety and efficacy of GLSI-100 in HER2/neu positive patients with residual disease or high-risk pathologic complete response at surgery and who have completed both neoadjuvant and postoperative adjuvant trastuzumab based treatment.

To date, we have not generated any revenue and we have incurred net losses. Our net losses were approximately $19.4 million and $17.4 million for the years ended December 31, 2025 and 2024, respectively.

Our net losses have resulted from costs incurred in developing the drug in our pipeline, planning and preparing for clinical trials and general and administrative activities associated with our operations. We expect to continue to incur significant expenses and corresponding increased operating losses for the foreseeable future as we continue to develop our pipeline. Our costs may further increase as we conduct clinical trials and seek regulatory approval for and prepare to commercialize our product candidate. We expect to incur significant expenses to continue to build the infrastructure necessary to support our expanded operations, clinical trials, commercialization, including manufacturing, marketing, sales and distribution functions. We will also experience increased costs associated with operating as a public company.

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the U.S. ("GAAP") and pursuant to the rules and regulations of the SEC.

Results of Operations For the Years Ended December 31, 2025 and 2024

Research and Development Expenses

Research and development expenses increased by $1,740,184, or approximately 11%, to $17,220,401 for the year ended December 31, 2025 from $15,480,217 for the year ended December 31, 2024. The increase was primarily the result of increases in clinical expenses for the Phase III clinical trial.

General and Administrative Expenses

General and administrative expenses increased by $70,507, or approximately 3% to $2,227,517 for the year ended December 31, 2025 from $2,157,010 for the year ended December 31, 2024.

Liquidity and Capital Resources

Since our inception in 2006, we have devoted most of our cash resources to research and development and general and administrative activities. We have not yet achieved commercialization of our product and have a cumulative net loss from our operations. We will continue to incur net losses for the foreseeable future.

We will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through the sale of equity and/or debt securities; however, there is no assurance that we will be successful at raising additional capital in the future. If our plans are not achieved and/or if significant unanticipated events occur, we may have to further modify our business plan, which may require us to raise additional capital. As of December 31, 2025 and December 31, 2024, our principal source of liquidity was our cash, which totaled $6,178,021 and $4,091,990, respectively, and additional loans and accrued unreimbursed expenses from related parties. Historically, our principal sources of cash have included proceeds from the sale of common stock and preferred stock and related party loans. Our principal uses of cash have included cash used in operations. We expect that the principal uses of cash in the future will be for continuing operations, funding of research and development, including our clinical trials, and general working capital requirements.

Cash Flow Activities for the Years Ended December 31, 2025 and 2024

We incurred net losses of $19,358,218 and $17,414,219 during the years ended December 31, 2025 and 2024, respectively, and the increase was primarily the result of increases in clinical expenses for the Phase III clinical trial. Cash was $6,178,021 at December 31, 2025 and $4,091,990 at December 31, 2024 and increased due to the following reasons:

Operating Activities

Net cash used in operating activities was $9,913,453 for the year ended December 31, 2025 and $7,266,543 for the year ended December 31, 2024. The increase was primarily the result of increases in clinical expenses for the Phase III clinical trial.

Investing Activities

We did not use or generate cash from investing activities during the year ended December 31, 2025 and December 31, 2024.

Financing Activities

Net cash provided by financing activities was $11,999,484 during the year ended December 31, 2025, attributable to the sale of common stock via the ATM program and the exercise of the remaining underwriter warrants. Net cash provided by financing activities was $4,369,109 during the year ended December 31, 2024, attributable to the sale of common stock via the ATM program and a private placement.

Between January 1, 2025 and December 31, 2025, the Company completed At The Market ("ATM") offerings pursuant to its ATM agreement with H. C. Wainwright, in which it issued and sold a total of 1,125,543 shares of its common stock at an average offering price of $10.85 per share for gross proceeds of $12,210,213 and net proceeds of $11,854,484, after deducting underwriting discounts and commissions and offering expenses borne by the Company, which totaled $355,729.

In September 2025, the remaining underwriter warrants were exercised resulting in gross proceeds to the Company of $145,000.

Between January 1, 2024 and December 31, 2024, the Company sold shares of its common stock pursuant to its ATM agreement with Jefferies and H.C. Wainwright, in which it issued and sold a total of 129,739 shares of its common stock at an average offering price of $15.92 per share for gross proceeds of $2,065,366 and net proceeds of $1,869,111, after deducting underwriting discounts and commissions and offering expenses borne by the Company, which totaled $196,257.

On June 13, 2024, the Company completed a private placement offering resulting in net proceeds of $2,499,998.

Between January 1, 2026 and April 15, 2026, the Company completed At The Market ("ATM") offerings pursuant to its ATM agreement with H. C. Wainwright, in which it issued and sold a total of 379,762 shares of its common stock at an average offering price of $25.36 per share for gross proceeds of $9,629,468 and net proceeds of $9,340,576, after deducting underwriting discounts and commissions and offering expenses borne by the Company, which totaled $288,892.

Contractual Obligations and Commitments

As of December 31, 2025, we did not have any material contractual obligations, other than employment and shareholder agreements and the license for GP2 from HJF.

Off-Balance Sheet Arrangements

As of December 31, 2025, we did not have any off-balance sheet arrangements as described by Item 303(a)(4) of Regulation S-K.

Critical Accounting Policies and Estimates

Our financial statements are prepared in conformity with U.S. GAAP, which require the use of estimates, judgments and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements, and the reported amounts of expenses in the periods presented.

On an ongoing basis, we evaluate our estimates and judgments, including those related to accrued expenses and stock-based compensation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the reported amounts of expenses that are not readily apparent from other sources. Actual results could differ from those estimates, particularly given the significant social and economic disruptions and uncertainties associated with the ongoing coronavirus pandemic and the COVID-19 control responses. There are no critical accounting policies or estimates for the year ended December 31, 2025 and 2024.

Recent Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The main objective of the standard is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this standard replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The update is effective for the Company beginning January 1, 2023 with early adoption permitted. The Company adopted the standard on January 1, 2023. The adoption of this standard did not have a material effect on the Company's audited consolidated financial statements and related disclosures.

In October 2024, the FASB issued ASU 2024-03, which requires public business entities to provide detailed disclosures of specific expense categories-such as employee compensation, depreciation, and amortization-within the relevant expense captions on the income statement (e.g., Cost of Sales, SG&A). The standard is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its financial statement disclosures. As this guidance relates to disclosure only, it is not expected to have a material impact on the Company's financial position or results of operations.

Recently Issued Accounting Pronouncements Not Yet Adopted

In October 2023, the FASB issued ASU 2023-06-Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative. The main objective of the amendment is to modify the disclosure or presentation requirements of various Topics in the Codification. Certain amendments represent clarifications to or technical corrections of the current requirements. to eliminate disclosure requirements that were redundant, duplicative, overlapping, outdated, or superseded. The effective date for each amendment will be when the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. The Company is still evaluating the impact of the adoption of this standard.

JOBS Act

On April 5, 2012, the JOBS Act was enacted. Section 107 of the JOBS Act provides that an "emerging growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended ("Securities Act") for complying with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

We have chosen to take advantage of the extended transition periods available to emerging growth companies under the JOBS Act, when available to the Company, for complying with new or revised accounting standards until those standards would otherwise apply to private companies provided under the JOBS Act. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates for complying with new or revised accounting standards.

Subject to certain conditions set forth in the JOBS Act, as an "emerging growth company," we intend to rely on certain of these exemptions, when available to the Company, including, without limitation, (i) providing an auditor's attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act and (ii) complying with any requirement that may be adopted by the Public Company Accounting Oversight Board ("PCAOB") regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements, known as the auditor discussion and analysis. We will remain an "emerging growth company" until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1.07 billion or more; (ii) the last day of our fiscal year following the fifth anniversary of the date of the completion of our initial public offering; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.