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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington
D.C. 20549

 FORM

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 31, 2024

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from _________ to _________

 Commission
File Number 001-41265

 (Exact
name of registrant as specified in its charter)

 Delaware

 47-4828381

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 1001
 North US HWY 1, Suite 504

 Jupiter,
 FL

 33477

 (Address
 of principal executive offices)

 (Zip
 Code)

 (561) 406-6154

 (Registrant's
telephone number, including area code)

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Stock

 JUNS

 The
 Nasdaq Capital Market

 Securities
registered pursuant to section 12(g) of the Act:

 N/A

 (Title
 of class)

 N/A

 (Title
 of class)

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to Sec. 240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 As
of March 28, 2025, there were 33,103,860
shares of common stock, par value $ 0.0001 per share, of the registrant issued and outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 Table
of Contents

 Page

 Part
 I

 Item
 1.

 Business

 Item
 1A.

 Risk
 Factors

 Item
 1B.

 Unresolved
 Staff Comments

 Item
 1C.

 Cybersecurity

 Item
 2.

 Properties

 Item
 3.

 Legal
 Proceedings

 Item
 4.

 Mine
 Safety Disclosures

 Part
 II

 Item
 5.

 Market
 for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6.

 [Reserved]

 Item
 7.

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

 Item
 7A.

 Quantitative
 and Qualitative Disclosures About Market Risk

 Item
 8.

 Financial
 Statements and Supplementary Data

 Item
 9.

 in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A.

 Controls
 and Procedures

 Item
 9B.

 Other
 Information

 Item
 9C.

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections

 Part
 III

 Item
 10.

 Directors,
 Executive Officers and Corporate Governance

 Item
 11.

 Item
 12.

 Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13.

 Certain
 Relationships and Related Transactions, and Director Independence

 Item
 14.

 Principal
 Accountant Fees and Services

 Part
 IV

 Item
 15.

 Exhibit
 and Financial Statement Schedules

 Item
 16.

 Form
 10-K Summary

 Signatures

 i

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 Some
of the statements contained in this Annual Report on Form 10-K may constitute "forward-looking statements" for purposes of
the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management
team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections,
forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
The words "anticipate," "believe," "continue," "could," "estimate," "expect,"
"intend," "may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "would" and similar expressions may identify forward-looking statements, but
the absence of these words does not mean that a statement is not forward-looking.

 The
forward-looking statements contained in this Annual Report on Form 10-K are based on our current expectations and beliefs concerning
future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those
that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control)
or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these
forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other
factors:

 the
 ability of our preclinical studies and planned clinical trials to demonstrate safety and
 efficacy of our product candidate JOTROL, and other positive results;

 the
 timing, progress and results of preclinical studies and clinical trials for JOTROL and other
 product candidates we may develop, including statements regarding the timing of initiation
 and completion of studies or trials and related preparatory work, the period during which
 the results of the studies or trials will become available, and our research and development
 programs;

 the
 timing, scope and likelihood of regulatory filings and approvals, including timing of INDs
 and final FDA approval of JOTROL and any other future product candidates;

 the
 timing, scope or likelihood of foreign regulatory filings and approvals;

 our
 ability to develop and advance our current product candidate JOTROL and programs into, and
 successfully complete, clinical studies;

 our
 manufacturing, commercialization, and marketing capabilities and strategy;

 our
 plans relating to commercializing our product candidates, if approved, including the geographic
 areas of focus and sales strategy;

 the
 need to hire additional personnel and our ability to attract and retain such personnel;

 the
 size of the market opportunity for our product candidate JOTROL, including our estimates
 of the number of patients who suffer from the diseases we are targeting;

 our
 expectations regarding the approval and use of our product candidate JOTROL in combination
 with other drugs;

 our
 competitive position and the success of competing therapies that are or may become available;

 our
 estimates of the number of patients that we will enroll in our clinical trials;

 the
 beneficial characteristics, and the potential safety, efficacy and therapeutic effects of
 our product candidate JOTROL;

 our
 ability to obtain and maintain regulatory approval of our product candidate JOTROL;

 our
 plans relating to the further development of our product candidate JOTROL, including additional
 indications we may pursue;

 existing
 regulations and regulatory developments in the United States, Europe and other jurisdictions;

 our
 intellectual property position, including the scope of protection we are able to establish
 and maintain for intellectual property rights covering JOTROL and other product candidates
 we may develop, including the extensions of existing patent terms where available, the validity
 of intellectual property rights held by third parties, and our ability not to infringe, misappropriate
 or otherwise violate any third-party intellectual property rights;

 our
 continued reliance on third parties to conduct additional preclinical studies and planned
 clinical trials of our product candidate JOTROL, and for the manufacture of our product candidate
 JOTROL for preclinical studies and clinical trials;

 our
 relationships with patient advocacy groups, key opinion leaders, regulators, the research
 community and payors;

 ii

 our
 ability to obtain, and negotiate favorable terms of, any collaboration, licensing or other
 arrangements that may be necessary or desirable to develop, manufacture or commercialize
 our product candidate JOTROL;

 the
 pricing and reimbursement of JOTROL and other product candidates we may develop, if approved;

 the
 rate and degree of market acceptance and clinical utility of JOTROL and other product candidates
 we may develop;

 our
 estimates regarding expenses, future revenue, capital requirements and needs for additional
 financing;

 our
 financial performance;

 the
 period over which we estimate our existing cash and cash equivalents will be sufficient to
 fund our future operating expenses and capital expenditure requirements;

 the
 impact of laws and regulations;

 our
 expectations regarding the period during which we will qualify as an emerging growth company
 under The Jumpstart Our Business Startups Act of 2012 and a smaller reporting company under
 the Securities Exchange Act of 1934, as amended;

 our
 anticipated use of our existing resources and the proceeds from our initial public offering;
 and

 the
 price of our common stock could be subject to rapid and substantial volatility. As a relatively
 small-capitalization company with relatively small public float, we may experience greater
 stock price volatility, extreme price run-ups, lower trading volume and less liquidity than
 large-capitalization companies. In addition, if the trading volumes of our common stock are
 low, persons buying or selling in relatively small quantities may easily influence prices
 of our common stock. This low volume of trades could also cause the price of our common stock
 to fluctuate greatly, with large percentage changes in price occurring in any trading day
 session. Holders of our common stock may also not be able to readily liquidate their investment
 or may be forced to sell at depressed prices due to low volume trading; and

 other
 risks and uncertainties, including those listed under the captions "Business,"
 "Risk Factors," and "Management's Discussion and Analysis of Financial
 Condition and Results of Operations."

 Should
one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in
material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities
laws.

 These
and other risks are described under the heading "Risk Factors" in this Annual Report on Form 10-K. Those factors and the
other risk factors described therein are not necessarily all of the important factors that could cause actual results or developments
to differ materially from those expressed in any of our forward-looking statements. Other unknown or unpredictable factors also could
harm our results. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or,
even if substantially realized, that they will have the expected consequences to, or effects on, us. Given these uncertainties, prospective
investors are cautioned not to place undue reliance on such forward-looking statements.

 iii

 PART
I

 ITEM
1. BUSINESS

 This
Business section, along with other sections of this Annual Report on Form 10-K, includes statistical and other industry and market data
that we obtained from industry publications and research, surveys and studies conducted by third parties. Industry publications and third-party
research, surveys and studies generally indicate that their information has been obtained from sources believed to be reliable, although
they do not guarantee the accuracy or completeness of such information. While we believe that these industry publications and third-party
research, surveys and studies are reliable, we have not independently verified such data and we do not make any representation as to
the accuracy of the information. Unless the context otherwise requires, "JNS," "we," "us," "our,"
or the "Company" refers to Jupiter Neurosciences, Inc., a Delaware corporation.

 Overview

 Jupiter
Neurosciences, Inc. (the "Company," "we" or "us") is a clinical stage research and development company.
We have developed a unique resveratrol platform product primarily targeting treatment of neuro-inflammation. Our platform product, JOTROL,
an enhanced oral formulation of resveratrol, has many potential indications of use for rare diseases. In the larger disease areas, we
are primarily targeting Parkinson's Disease and Mild Cognitive Impairment/early Alzheimer's disease.

 In
December 2024, we received gross proceeds of $11 million in a registered public offering ("Public Offering") of 2,750,000
shares of our common stock, par value $0.0001 per share ("common stock") at a price of $4.00 per share for gross proceeds
of $11 million before deducing underwriting discounts and other related expenses. In connection with the Public Offering, the Company's
common stock was registered under Section 12(b) of the Exchange Act and began trading on The Nasdaq Capital Market under the symbol "JUNS."

 The
Company was incorporated in January 2016 under Delaware law under the name of Jupiter Orphan Therapeutics, Inc. On August 30, 2021, the
Company filed a Certificate of Amendment with the State of Delaware to change its name to Jupiter Neurosciences, Inc.

 Business
Overview

 The
Company's platform product, JOTROL, is an enhanced orally administered resveratrol formulation designed and intended to deliver
therapeutically relevant, safe levels of resveratrol. This platform has many potential indications of use for rare diseases, which include
Mucopolysaccharidoses Type 1, Friedreich's ataxia and MELAS. In the larger disease areas, we are primarily targeting Parkinson's
Disease and Mild Cognitive Impairment/early Alzheimer's disease.

 Currently
available resveratrol products are associated with severe gastrointestinal (GI) side effects at the dose levels we believe are needed
for therapeutic effect. Our belief, that a high dose of resveratrol is needed for therapeutic effects, is based on available scientific
literature, preclinical trial results conducted in mice and rats, and previously conducted human trials with resveratrol. We believe
that JOTROL, based on the results from our Phase I clinical trial conducted at the University of Miami and completed in 2021 ("Miami
Clinical Trial"), has the potential to deliver a therapeutically effective dose of resveratrol in the blood stream without causing
any severe side effects. Based on our own preclinical studies we believe that resveratrol has the ability to cross the blood-brain barrier.
In studies conducted in Friedreich's ataxia (FA) and Alzheimer's disease (AD) patients, JOTROL resulted in positive effects
on oxidative stress, inflammation, and mitochondrial function.

 The
present primary target for the Company is treatment of Parkinson's Disease (PD). The Company completed preclinical activities in
a validated mouse model of Parkinson's Disease (PD) at the University of Miami in 2021. See our "Clinical Studies".
The model of Parkinson's Disease that was used in this clinical trial mimics many aspects of the disease utilizing a unilateral
injection of a neurotoxin precursor that elicits nigral cell loss, striatal dopamine loss and behavior deficits similar to physiological
characteristics of human disease. We believe that results from this clinical trial indicate that Parkinson's Disease might be the
best target for treatment and financial opportunity among the multiple indications where JOTROL might play a role. The Company is now
in process to start its first Phase II trial in a patient population. This will be a Phase IIa study conducted with the assistance of
Zina Biopharmaceuticals that is led by Dr. Charbel Moussa, MBBS,Ph. D. The study is expected to start in the third quarter of 2025 and
have results available approximately 12 months thereafter. The trial design and outcomes are further described in this section, see JNS115.

 We
are also targeting the treatment of MCI/early Alzheimer's Disease. We received funding of $2.2 million from the National Institute
of Aging ("NIA") in in 2020 and 2022 from a grant application for a Phase 1 study for Mild Cognitive Impairment/ Alzheimer'.
In the NIA scientific review summary statement of our Phase I study application, it is stated that the NIA is looking forward to a Phase
II study with an enhanced resveratrol product, based on the earlier study results from the well published Turner et al. Alzheimer's
study. We presently have a pending grant application, $16.5 Million, for a Phase II trial in MCI/early Alzheimer's Disease with
the NIA. This is an application for a 3-year Phase II trial that is expected to be completed with approximately 100 patients that have
Mild Cognitive Impairment. The award will be decided in May 2025. There is no guarantee that the application will be approved, and the
trial will be put on hold if an approval is not rewarded to the Company. A draft of the final study design is not yet determined but
a draft synopsis is described in "Item 1. Business - " of this Annual Report on Form 10-K.

 We
have over the past three years received a strong interest in JOTROL from various Asian organizations. We believe that this interest has
been triggered, in part, because resveratrol is becoming commonly used in Asian herbal medicines as a therapeutic strategy as described
in available scientific literature published by PubMed Central: PMCID: PMC7498443 (September 2020); (ii) Hong Kong's and China's
recent approval of the patent for JOTROL; (iii) China releasing a list of approximately 120 rare disease indications issued jointly by
five national bodies, including the National Health Commission, Ministry of Science and Technology, Ministry of Industry and Information
Technology, State Drug Administration, and State Administration of Traditional Chinese Medicine (May 2018), that we believe JOTROL can
be applicable as a treatment for MPS-1 and MELAS in this population; (iv) recent publications regarding JOTROL in the Journal of Alzheimer's
Disease and AAPS Open (Journal of Alzheimer's Disease 86 (2022) 173–190 February 2022; Kemper et al. AAPS Open June 2022);
and (v) the projected increase of the TCM market due to several factors which of one is reformulation of existing compounds. We have
recently entered into service agreements in the areas of Business Development, CMC (Chemistry, Manufacturing, and Controls), regulatory
affairs and clinical trial management. These agreements are with companies that, we believe, have the knowledge and network in the South-East
Asian market to accelerate steps that is needed to have a product that can have treatment value in the territory. The agreements are
further described in the section "Activities in Asia".

 In
March 2025, the Company announced that it had entered into a partnership with Aquanova AG to develop a series of nutritional products
targeting longevity, aging and Healthspan. The first three products, which will focus on the concept of "Beauty from Within",
are slated to hit the market in the third quarter of 2025 through a Direct-to-Consumer model. The Company will form a wholly-owned subsidiary
to focus on the consumer market, and will market its products on a to-be-developed website targeting the US market, along with social
media marketing. Internationally, the Company is focusing on partners who can market and accelerate sales, with an initial focus on the
Asian region.

 Resveratrol

 Resveratrol
has been studied for over 50 years by academic institutions as well as by small and large pharmaceutical companies. The
multi-functional mechanisms of resveratrol are well documented in over 14,000 scientific publications. Several of these
publications, including a summary paper by AY Berman et al, published in Precision Oncology 2017, point to the issue of the poor
bioavailability that has stopped medical utilization of regular resveratrol and never received regulatory approval for any
indication. We believe the Phase I study we have conducted indicates that we have resolved the poor bioavailability issue with
JOTROL.

 Based
upon available scientific literature, it appears that resveratrol is an activator of SIRT1, one of the mammalian forms of the sirtuin
family of proteins. SIRT1 deacetylates histones and nonhistone proteins including transcription factors. The SIRT1-regulated pathway
affects metabolism, stress resistance, cell survival, cellular senescence, inflammation/immune function, endothelial functions, and circadian
rhythms. Resveratrol has been documented in scientific literature to activate SIRT1, NrF2, NLR3P inflammasomes and have an epigenetic
mechanism and therefore is predicted to benefit diseases affected by abnormal metabolic control, inflammation, and cell cycle defects.
Nonetheless, resveratrol application is a major challenge for the pharmaceutical industry, due to its poor solubility and bioavailability,
as well as adverse effects, such as severe gastro-intestinal side effects when taken at effective dose levels (over 2,000 mg daily).
Resveratrol has never before been developed with all the necessary steps to achieve an approval as a pharmaceutical product since the
existing natural supplements cannot provide high enough levels of resveratrol in blood plasma to be able to provide a therapeutically
effective dose without generating severe gastro-intestinal side effects. This means that we need to take JOTROL through the full regulatory
NDA (New Drug Application) requirement to obtain a prescription marketing approval in the USA.

was developed together with our technology partner Aquanova AG, Darmstadt, Germany. JOTROL is formulated with a unique patented
micellar technology that is projected to increase the bioavailability profile of resveratrol. Manufacturing technology transfers were
completed in 2017 and manufacturing procedures and clinical trial supply manufacturing has been completed at Catalent Pharmaceutical
Services, Inc., St Petersburg, Florida. Catalent is also in process to manufacture the clinical trial supplies for our Phase IIa trial
in Parkinson's Disease.

is a micellar non-aqueous solution of resveratrol delivered in a softgel capsule. Each capsule includes 100mg of resveratrol. Pre-clinical
trials in mice and rats were conducted comparing JOTROL to micronized resveratrol, labeled to have the highest bioavailability in the
nutritional market, to demonstrate that we could achieve a significantly higher bioavailability. Summary details of these studies are
included in "Item 1. Business" of this Annual Report on Form 10-K. A Phase I dose finding pharmacokinetic ("PK")
study in healthy volunteers was completed during the first half of 2021. The study results met our targeted goals. The results from this
study will be used as a cross-reference for all indications where JOTROL will be used in Phase II and Phase III clinical trials. The
Phase I results and the FDA guidance of cross-referencing is further described in "Item 1. Business" of this Annual Report
on Form 10-K. The Company has not discussed the use of cross-referencing in this manner with the FDA or other comparable regulatory authorities.

Intellectual Property and License Agreement

 We
hold an exclusive global license from Aquanova AG for micellar technologies to develop, manufacture, and sell JOTROL Our CSO, Marshall
Hayward, and Aquanova's lead scientist, Darius Benham, invented JOTROL. The patent is co-owned by Aquanova AG and us, with the
application assigned to Aquanova AG. Filed in Germany on January 29, 2017, the patent (PCT/EP2017/O51659) expires in 2036 and is granted
in the USA, Japan, China, Hong Kong, and specific European countries. The patent covers a solubilization product with resveratrol, polysorbate
80 and 20, MCT, and tocopherols for pharmaceutical use. It includes claims on formulation specifics, micelle size, turbidity, and treatment
applications for diseases like Alzheimer's and diabetes. The product is available in various capsule forms and is administered
orally.

 Our
license agreement with Aquanova AG is vital, as JOTROL is our primary product. Losing this agreement would delay our plans and force
us to seek similar licenses, adversely affecting our business. The agreement grants us worldwide exclusivity to utilize granted and pending
patents. Effective from September 15, 2016, it lasts until patent expiration or ten years after the first commercial sale. We paid an
upfront fee of $20,000 and an annual license fee of $75,000 until the first product approval. Milestone payments of $200,000 are due
per territory upon regulatory approval, with royalties set at 5% of net sales. There is an option to pay $3 million for reduced royalties
of 1.25%. Termination can occur due to material breach or insolvency, with specific provisions for retaining licenses. Recent amendments
include a Debt Forgiveness and Exchange Agreement on December 1, 2021, where $225,000 of debt was forgiven in exchange for $125,000 cash,
a $100,000 promissory note, and stock options. As of December 31, 2024, $75,000 in accrued license fees are recorded in accounts payable.

 Product
Pipeline

 The
Company's product pipeline is built arounds proprietary platform product, JOTROL an enhanced oral formulation of resveratrol. Resveratrol,
a natural compound is optimized in JOTROL to deliver therapeutically effective doses safety, aiming to address oxidative stress, inflammation
and mitochondrial issues linked to neurological conditions. The Company has designated the different indications with project numbers,
JNS101 – JNS115. The same JOTROL product is planned to be used in all indications although the number of capsules might vary and
be indication specific.

 The
pipeline chart above shows the indications that we presently are prioritizing. However, JNS101 is an additional indication that we believe
will be of interest to perform a clinical trial in at a later stage.

 The
product pipeline represented above assume drawing upon previous preclinical and clinical data conducted by third parties. This data is
available either via public domain or under agreements with our key partner which are further described in "Item 1. Business"
of this Annual Report on Form 10-K. The Company has not discussed with the FDA its ability to rely on and reference data from previous
third-party trials, such as the Phase II trial in MCI/early Alzheimer's disease, conducted by Georgetown University.

 Our
top priorities are advancing our clinical studies for JNS115 for Parkinson's Disease and JNS 1 08 for MCI/early Alzheimer's
Disease. We have started the work with the JNS115 Phase IIa trial and estimate that first dosing of a patients will occur in Q3 of 2025.
If we receive funding from the NHI, we will start our clinical trial for MCI/Early Alzheimer's Disease later this year.

 We
have not set any timeline for starting clinical trials for rare diseases. We may work with other strategic partners on these clinical
trials.

 JNS115
Parkinson's Disease

 We
will be utilizing JOTROL in our application for investigating a treatment for Parkinson's Disease (PD).

 People
are usually more familiar with the motor symptoms of Parkinson's disease (PD), which are noticeable and used by doctors for diagnosis.
The three cardinal motor symptoms are stiffness (rigidity), slowness (bradykinesia), and resting tremors. Stiffness involves muscle rigidity
detected during examination, while slowness refers to decreased spontaneous and voluntary movement, such as slower walking or reduced
facial expression. Resting tremor is an involuntary shaking that occurs when a limb is relaxed and disappears during movement.

 Non-motor
symptoms, often called the "invisible" symptoms, can affect almost every body system and vary in severity. These symptoms
can significantly impact quality of life and include autonomic dysfunctions like constipation, low blood pressure, sexual problems, sweating
issues, and urinary problems. While available therapies can treat some symptoms, there is an urgent need for better treatments to improve
quality of life and slow disease progression. Approved medications for motor symptoms include dopamine replacement therapy (levodopa/carbidopa),
adenosine receptor antagonists, amantadine, anticholinergic medications, COMT inhibitors, decarboxylase inhibitors, dopamine agonists,
and MAO-B inhibitors. Researchers are increasingly recognizing the debilitating nature of non-motor symptoms and are working on new therapies,
while doctors manage these symptoms with current treatments.

 Upcoming
Phase 2a study in Parkinson's Disease patients

 The
Company has engaged Zina Biopharmaceuticals to assist with study design, FDA communications including IND and manage the execution
of the trial. Catalent has been engaged to manufacture the JOTROL clinical trial supplies. The preliminary study design is described
below and is subject to final IND approval by the FDA. The Company expects to start the clinical trial in the third quarter of 2025 and have the first study results available within 12 months thereafter.

 We
are sponsoring a Phase 2a clinical trial to evaluate the safety, tolerability, and pharmacokinetics of Resveratrol (JOTROLTM) in individuals
with Parkinson's Disease. This multicenter, randomized, double-blind, placebo-controlled study involves approximately 30 participants
across three centers in the US. Participants are randomly assigned to one of three groups to receive either a placebo or JOTROL at doses
of 200mg or 400mg daily for three months. The study aims to explore JOTROL's potential to improve energy metabolism in Parkinson's
Disease. An optional biomarker sub-study will assess cerebrospinal fluid, requiring additional consent. Each participant will be involved
for 4-5 months, with the entire study lasting two years. First readout of results are expected within 12 months of first dosing.

 JNS108
Mild Cognitive Impairment/early Alzheimer's Disease

 We
will be utilizing JOTROL in our applications for investigating treatment of various segments of Alzheimer's disease of which MCI/early
AD is the initial target. If any NIA grant application is successful, we will have the funding to conduct a Phase II trial in MCI/early
Alzheimer's Disease. Our failure to obtain such a grant will most likely result in delays of this project and the need to raise
additional capital.

 Early-stage
Alzheimer's (mild)

 Later
stages of Alzheimer's are very difficult to reverse and therefore it is important to start treatment of Alzheimer's in the
earliest possible stage so the individuals can continue living normal lives and maintain their independence.

 In
the early stage of Alzheimer's, a person may function independently. He or she may still drive, work and be participate in social
activities. Despite this, the person may feel as if he or she is having memory lapses, such as forgetting familiar words or the location
of everyday objects.

 Symptoms
may not be widely apparent at this stage, but family and close friends may take notice and a doctor would be able to identify symptoms
using certain diagnostic tools. Common difficulties include finding the right word or name, remembering names when meeting new people,
and performing tasks in social or work settings. People may also forget material they just read, lose or misplace valuable objects, and
experience increased trouble with planning or organizing.

 This
is the Alzheimer's disease patient category that we will include in our proposed Phase II clinical trial with the final objective
of showing that JOTROL has the potential of slowing and/or possibly stopping the progression of this disease. The effect of JOTROL treatment,
in the Phase II trial, will primarily be measured through several biomarkers.

 Economic
burden of Alzheimer's disease on society in USA is generating a very large opportunity

 According
to Alzheimer's Association's 2020 annual report Alzheimer's disease has impacted 5.7 million Americans and that it
costs the US $277 billion each year, excluding the cost of "unpaid time and effort of the people, mostly women, who are caring
for spouses, parents, siblings, and friends with dementia." The Association explained, "In 2017, 16 million Americans provided
an estimated 18.4 billion hours of unpaid care in the form of physical, emotional and financial support – a contribution to the
nation valued at $232.1 billion." Any product that delays the onset of severe Alzheimer's disease should represent a significant
savings to society.

 JNS108
Phase II Clinical Trial for MCI/early Alzheimer's Disease

 National
Institute on Aging ("NIA") financed our Phase I study with $1.76 million through grant 1R44AG067907-01A1. Since there were
unanticipated higher costs, mostly due to Covid-19 related additional procedures during the Phase I trial, a supplemental grant of $233,281
was submitted to the NIA in December of 2021. We were awarded the supplemental grant on April 7, 2022. In April 2021, we submitted our
first grant application to the NIA for full funding of a Phase II trial in Mild Cognitive Impairment (MCI) and early Alzheimer's
disease. The Phase II trial was designed to focus on 3 areas: 1) safety and tolerability; 2) pharmacokinetics and pharmacodynamics, measuring
of responses from 2 different doses vs. placebo; and, 3) measuring of effect on multiple biomarkers related to the disease. The application
was not accepted, but we were encouraged by the NIA to refine our application and submit again. We have since submitted 3 grant applications,
with budgets of $20 million or higher, to the NIA for full funding of such Phase II trial but none of those applications were successful.
The NIA scientific review of our Alzheimer's Phase II trial grant application shows a total score of 47 which is our best score
so far. A score of 40 or below is necessary for being considered for funding. After discussions with the NIA, we have decided to apply,
in September of 2024, for a much smaller grant, $2.5 million, for a Proof of Concept study focusing on JOTROL's effect on validated
biomarkers. The final study design is not yet determined but a draft synopsis is described below. There is however no guarantee that we
will ever receive NIA grant funding for this project. A delay or rejection of this funding will cause a delay in this program and most
likely requiring additional financing.

 The
proposed Phase II trial is utilizing published information from the earlier Turner et al Phase II trial, completed in 2015 with 119 patients
with early Alzheimer's disease who were treated with 4 different doses of resveratrol. The study was conducted by Professor Raymond
Turner, MD. at Georgetown University, a member of our Scientific Advisory Board, as the Principal Investigator. Dr. Turner is the Principal
Investigator of our proposed Phase II trial. The study tried 500mg, 1000mg, 1500mg and 2000mg daily doses with each dose taken by the
patients over 13 weeks. Only the highest dose of 2000mg (2 X 1g per day) showed positive results on biomarkers which lead to the conclusion
that this study was most likely underdosed for achieving the best therapeutic effect. PK analysis showed that the average C-Max of resveratrol
in the blood on the highest dose was 181 ng/ml, which is far from the target of 300ng/ml that we believe is needed for reaching therapeutic
effect.

 Based
on the recent Scientific Review received from NIA. Our team of scientists in the Alzheimer's field, Professors Raymond Turner,
MD, Ph. D. and Charbel Moussa, Ph. D. from Georgetown University, Rudolph Tanzi, Ph. D. Harvard and Li-Huei Tsai, Ph. D. MIT are assisting
in designing our POC study to address and explore several biomarkers and areas where the trial results can guide us to a follow-on Phase
II trial, if approved to do so by the FDA, that might generate meaningful outcomes for MCI/early AD patients. The Company has not discussed
its ability to rely on and reference the Phase II trial conducted by Georgetown with the FDA nor has it discussed the design of the planned
POC study in MCI patients with the FDA.

 Proposed
JOTROL MCI Phase II Study

 STUDY
SYNOPSIS Title: A phase II, randomized, double-blind, placebo-controlled study to assess the safety and efficacy of JOTROL (micellar
resveratrol solubilisation formulation) in early Alzheimer's Disease (AD) patients Study Description: This study seeks to assess
the safety and efficacy of JOTROL (resveratrol) in patients with MCI/early AD. Approximately 105 patients will be enrolled at study centers
across the United States. Patients will be randomized into one of two active treatment arms to receive JOTROL 200 mg BID or JOTROL 500
mg BID or to a placebo group. We hypothesize that JOTROL will be safe and tolerable in individuals with MCI/early AD. Objectives: To
determine the safety and efficacy of JOTROL (200 mg resveratrol BID and 500 mg resveratrol BID) for neuroinflammation and biomarkers
of MCI/early AD.

 Primary
 Objective:

 To assess safety and tolerability of JOTROL in AD-MCI patients by monitoring adverse events
 (AEs) and serious adverse events (SAEs) and assessing their relationship to the study drug.
 Tolerability will be measured by subjects' ability to remain on treatment. Overall
 tolerability of the drug will be defined as fewer than 25% discontinuations due to drug-related
 AEs and SAEs

 A first efficacy indicator will be stabilization of Abeta 40/42.

 Secondary
Objectives:

To assess population pharmacokinetics (Population PK) in the ITT population

 To
measure the effect of JOTROL on biochemical markers for AD, neurodegeneration, vascular damage, metabolic effects, and neuroinflammation

 To
determine the effects of JOTROL on whole-brain and regional brain atrophy

 To
measure the effects of JOTROL on functional MRI measures

 To
assess cognitive effects of JOTROL

 To
examine the influence of Apolipoprotein E genotyping on both biomarker and cognitive endpoints

 Endpoints:

 Primary Endpoint:

 Assessment
of safety/tolerability by monitoring AEs and SAEs, assessing their potential relationship to the study drug and Abeta 40/42.

 Secondary
Endpoints:

 Levels
of AD relevant biomarkers

 Volumetric
MRI and Cortical Disarray Measurement

 Additional
experimental biomarkers as stated in protocol, such as those for neuroinflammation

 Study
Population: Approximately 105 male or female subjects between 55 and 85 years of age with a diagnosis of MCI/early AD will be enrolled.
MCI/early AD patients should be amyloid positive with an AD/MCI clinical diagnosis.

 Phase:
Phase II Description of Sites/Facilities Enrolling Participants: Approximately 8 study centers in the USA. Study sites will be determined
by competitive selection of interested and eligible ADCS sites - with experienced study coordinators, raters, and site PIs

 Description
of Study Intervention: Subjects will be randomized 1:1:1 to receive 500 mg bid (1g/day) resveratrol as JOTROL; or 200 mg bid (400mg/day)
resveratrol as JOTROL; or placebo.

 Participant
Duration: Treatment phase will be 6 months with a one month follow up safety visit and safety monitoring over a 6 month period to ensure
that patients have no long lasting treatment related effects.

 Rare
Orphan Diseases

 JNS101
Friedreich's ataxia direct to Phase II

 JNS101
is a project utilizing JOTROL, specifically designed to treat Friedreich's Ataxia.

 Friedreich's
Ataxia (FA) is a rare inherited disease that causes damage to the nervous system as well as mobility dysfunctions. FA usually begins
in childhood and leads to impaired muscle coordination (ataxia) which worsens over time. It is caused by a defect (mutation) in a gene
labeled FXN. Friedreich's ataxia is recessive, meaning it only occurs in someone who inherits two defective copies of the gene,
one from each parent. Although rare, FA is the most common form of hereditary ataxia, affecting about 1 in 50,000 people in the United
States. EU5 (5 largest European countries) alone has approximately the same amount of FA patients as there are in USA.

 In
2014 Murdoch Children's Research Institute (MCRI) conducted a clinical trial in 27 human subjects where 24 completed the study,
resulting in that a high daily dose (5 grams) of nutritional grade trans-resveratrol had statistically different positive results, see
p-values for 5 g daily dosing in the table below, on established Friedreich's Ataxia measurements. Key markers, such as FARS Score
and measurements of hearing and speech parameters were included in these positive results. The results indicate that an effective dose
of resveratrol is expected to be a meaningful treatment for patients with Friedreich's Ataxia. The data from the MCRI study was
used in pre-IND meetings with the FDA discussing our Phase II study and was also referenced in our application for orphan drug designation
(ODD). The ODD, request #17-5978, was granted to us by the FDA on August 16, 2017.

 The
MCRI study is widely published, Eppie M. Yiu et al., and below is a summary table of the results including the demonstrated issue with
gastro-intestinal side effects at a higher dose.

 The
p-value (or probability value) is used to determine if the outcome of an experiment is statistically significant. A low p-value means
that there is a very low likelihood that this outcome was a result of luck or is a random occurrence. A high p-value means that assuming
the null hypothesis is true, this outcome was very likely. Generally, a p value less than 0.05 (or 5% odds of the event being random)
is regarded as statistically significant. The lower the P value, the less chance that the comparison is a random outcome. The FDA follows
these accepted measures of statistical probability in the evaluation of significant results in preclinical experimental outcomes and
for clinical trials. In general, if a primary endpoint in a Phase III/Pivotal trial gets a p-value below 0.05 there is a good possibility,
unless there are simultaneous safety issues, that a product may receive approval from the FDA.

 The
below graph representing results of two different doses of resveratrol in the same patient population. Comparisons are made from the
patients' baseline and was not placebo controlled. There is a clear difference between the 1gram daily dosing vs the 5 gram
daily dosing in p-values in all areas measured. There is also a clear difference in adverse events, primarily GI related between the
2 doses. This clearly demonstrates that the significantly higher dose is effective while the lower dose is not. However, it also
shows that the high dose of the regular resveratrol administered cause unacceptable high gastro-intestinal side effects. Therefore,
we believe that our JOTROL product in a Phase II/II trial will replicate the positive outcomes without any severe gastro-intestinal
side effects.

 JNS102
Phase II trial for Mucopolysaccharidosis Type 1 (MPS I)

 JNS102
is utilizing JOTROL for the treatment of Lysosomal Storage disease areas whereas MPS Type I is the first target.

 MPS
I is divided into three subtypes based on severity of symptoms. All three types result from an absence of, or insufficient levels of,
the enzyme alpha-L-iduronidase. Children who have parents with MPS I will carry the defective gene.

 MPS
I patients are presently treated with an Enzyme Replacement Therapy (ERT) named Aldurazyme. This requires a weekly infusion of 4 hours
per event and cost over $500,000 per year per patient. The ERT is effective in significantly prolonging life however since the ERT does
not penetrate the Blood Brain Barrier, Ears, Eyes and Joints, it leaves the patients with a gradually worsening quality of life including
loss of hearing, blindness and severe arthritis.

 JNS102
is targeting the specific areas that ERT cannot treat, with JOTROL treatment.

 JNS102
Phase II Clinical Trial

 1.

 Preclinical
 studies conducted at University of Miami in MPS I mice results showed that a high dose of resveratrol increased the
 alpha-L-iduronidase which is the critical enzyme that is too low in these patients.

 2.

 IND
 application for Phase I study was approved by the FDA and the clinical trial is completed. Results documented in the section JOTROL
 Phase I Pharmacokinetic ("PK") and Safety Study.

 3.

 Final
 study details and start to be determined by consultation with the FDA and supportive additional financing.

 4.

 Primary
 endpoint:

 Safety,
tolerability and PK/PD values

 5.

 Secondary
 endpoints to include (subject to FDA acceptance)

 i.

 Improvement
 in 6-minute walk distance

 ii.

 Forced
 vital capacity

 iii.

 Biomarkers,
 such as alpha-L-iduronidase levels

 iv.

 MPS
 I validated pain survey

 JNS107
Phase II trial for MELAS Syndrome

 JNS107
is utilizing JOTROL as the product to treat MELAS Syndrome.

 MELAS
(Mitochondrial Encephalopathy, Lactic Acidosis, and Stroke-like episodes) syndrome is a rare disorder that begins in childhood, usually
between two and fifteen years of age, and mostly affects the nervous system and muscles. The most common early symptoms are seizures,
recurrent headaches, loss of appetite, and recurrent vomiting. Stroke-like episodes with temporary muscle weakness on one side of the
body (hemiparesis) may also occur and this can lead to altered consciousness, vision and hearing loss, loss of motor skills, and intellectual
disability. MELAS is caused by mutations in mitochondrial DNA. Pre-clinical trials performed with mice at University of Miami showed
that JOTROL increased mitochondrial biogenesis in the liver with 70% and in the brain with 30%, which is expected to lead to an
increase in the mitochondria levels in MELAS patients and thereby show positive patient outcomes.

 Symptoms
of MELAS syndrome usually begin between the ages of two and fifteen years, but delayed onset cases have also been reported in people
aged fifteen to forty years and older. In approximately 75 percent of cases, onset of the disorder occurs before the age of 20 years.
Symptoms and physical findings associated with MELAS syndrome vary greatly among affected individuals. The distinguishing feature in
MELAS syndrome is the recurrence of stroke-like episodes. It is currently thought that the deficiency of a compound called nitric oxide
in the small blood vessels of the brain may be responsible for the stroke-like episodes. Short stature and hearing loss may be present
and fatigue and difficulty tolerating exercise may be early symptoms.

 MELAS
syndrome is a rare disorder that affects males and females in equal numbers. Although rare, MELAS syndrome is probably the most common
type of mitochondrial myopathy caused by mutations in mtDNA. Some researchers believe that mitochondrial myopathies may go unrecognized
and underdiagnosed in the general population, making it difficult to determine the true frequency of disorders like MELAS syndrome.

 Opportunity
for JNS107

 The
potential market for JOTROL in the USA includes approximately 80,000 patients. With a projected treatment cost for MELAS syndrome of
$75,000 per patient annually, treating 50,000 patients could generate around $3.75 billion per year. Furthermore, successful clinical
trial results may extend JOTROL's applicability to other mitochondrial diseases, potentially expanding its market impact.

 Competition

 The
following is an overview of JNS's competitors. Many companies, including the largest pharma companies in the world, are competitors
in some of the disease areas for which we are developing treatments for through our various projects. We will compete with both small
and large companies in each indication we are pursuing.

 There
are a multiple of companies, both smaller biotech's as well as large pharmaceutical companies, that are working on solutions for
the same indications that we are pursuing. There is no assurance that we will be able to compete with these companies even if our product
gets approved in an indication.

 Parkinson's
Disease

 Despite
the availability of FDA-approved treatments for Parkinson's Disease, no breakthrough therapies have emerged recently to halt disease
progression. The most commonly prescribed treatment is levodopa/carbidopa, which has been used since the late 1960s. Levodopa is absorbed
in the intestine and converted to dopamine in the brain, addressing the dopamine deficiency in Parkinson's patients. Carbidopa
prevents premature conversion of levodopa to dopamine outside the brain, reducing side effects like nausea. This combination is available
in various forms, including pills, dissolvable tablets, and a gel infused directly into the intestine.

 Levodopa/carbidopa
significantly improves motor symptoms in most patients, especially those with mild symptoms, and remains effective over time. However,
as Parkinson's progresses, dosage adjustments may be necessary. Initial side effects can include nausea and vomiting, which can
be mitigated by taking the medication with a small snack or adding extra carbidopa. Other side effects may include drowsiness, low blood
pressure, and hallucinations. Despite these challenges, levodopa/carbidopa remains a cornerstone in managing Parkinson's symptoms.

 Alzheimer's
Disease

 Several
companies are actively developing treatments for Alzheimer's disease, each with unique approaches and challenges. Biogen's
Aduhelm, an IV infusion targeting amyloid-beta plaques, has faced reimbursement issues despite FDA approval, leading to low market penetration.
Eli Lilly's donanemab, targeting a modified form of beta amyloid, recently received FDA approval and is priced at $32,000 annually.
It has shown promise in early Alzheimer's patients and is undergoing further trials. Cognition Therapeutics is developing CT1812,
an orally dosed molecule in Phase II, supported by significant NIA grants.

 Anavex
Life Sciences is advancing Anavex 2-73, a Phase III candidate from their SIGMACEPTOR platform, targeting CNS conditions with genomic
precision. Eisai and Biogen's Leqembi, approved by a panel of experts, is expected to receive traditional FDA approval, potentially
expanding Medicare coverage. Priced at $26,000 per year, Leqembi has shown benefits for early-stage Alzheimer's patients. Despite
these advancements, the competitive landscape remains dynamic, with the possibility of other companies emerging with successful treatment

 Rare
Diseases

 There
are several companies that are targeting the same rare diseases as us. Below is a description of a selection of those companies that we
see as our closest competitors. However, it is possible that another company, that is not listed below, can potentially have a successful
product approved before us and have a more effective treatment.

 In
the MPS-1 space, several companies offer competitive products to Jupiter. Sanofi Genzyme's Aldurazyme has been the standard enzyme
replacement therapy for nearly 20 years. RegenexBio is developing RGX-111, a gene therapy designed to deliver a functional copy of the
IDUA gene to the central nervous system. Sigilon Therapeutics, Inc. is working on SIG-005, which uses a genetically modified human cell
line to express the IDUA enzyme, with an IND application for Phase I submitted to the FDA. Additionally, Sangamo Therapeutics, Inc. is
exploring gene editing products, although no positive results have been published yet. These developments represent significant competition
in the treatment of MPS-1.

 In
the treatment of Friedreich's Ataxia, several products compete with Jupiter's offerings. Reata Pharmaceuticals' Omaveloxolone,
branded as SKYCLARYS, received approval in 2023 following successful Phase II and pivotal trials. Despite its effectiveness, Jupiter
anticipates conducting future studies in Europe and Australia due to market competition in the USA, especially after Biogen's acquisition
of Reata. Minoryx Therapeutics has completed a Phase II trial for MIN-102, a selective PPAR gamma agonist, showing promise in this space.
Additionally, Larimar Therapeutics is developing CTI-1601, a recombinant fusion protein intended to deliver human frataxin to mitochondria,
currently in Phase I trials. These advancements highlight the competitive landscape in Friedreich's Ataxia treatment.

 In
the treatment of MELAS, several products present competition to Jupiter's offerings. Cyclerion Therapeutics is advancing CY643,
currently in Phase 1B, which evaluates safety and its impact on mitochondrial dysfunction and cognition. Abliva AB is developing KL1333,
which has been granted orphan drug designation in both the United States and Europe. This product has been tested in healthy volunteers
and patients, with a registrational Phase 2/3 study initiated in December 2022. These developments underscore the competitive landscape
in the search for effective MELAS treatments.

 Competitive
Advantages

 We
believe that we are positioned to outperform competitors for the following reasons:

 We
believe that the focus on a new product based on resveratrol with higher bioavailability, JOTROL, will enable us to utilize the same
product for several indications, subject to FDA's approval. We believe that this enables us to have several opportunities to obtain
regulatory approval in case we are able to show efficacy and safety acceptable to regulatory agencies for one or more of our targeted
indications.

is an oral product based on a natural compound. Oral delivery of medications is a physician and patient preferred treatment compared
with injections and infusions and we expect that our product will have an attractive and affordable price point for reimbursors and patients.

 We
are building a close relationship with Key Opinion Leaders (KOL's) and patient organizations to facilitate a better understanding
of patient needs and thereby design trials targeting solutions to those needs as long as these targets are acceptable to the FDA.

 The
natural product resveratrol is well studied with over 14,000 scientific publications to date. Published scientific papers, such as
AY Berman et al, indicate that a highly bioavailable product generating less GI side effects may have application in a number of
indications.

 Based
upon available scientific literature, it appears that resveratrol is an activator of SIRT1, one of the mammalian forms of the sirtuin
family of proteins. SIRT1 deacetylates histones and nonhistone proteins including transcription factors. The SIRT1-regulated pathway
affects metabolism, stress resistance, cell survival, cellular senescence, inflammation/immune function, endothelial functions, and circadian
rhythms. Resveratrol has been documented in scientific literature to activate SIRT1, NrF2, NLR3P inflammasomes and have an epigenetic
mechanism and therefore is predicted to benefit diseases affected by abnormal metabolic control, inflammation, and cell cycle defects.
Nonetheless, resveratrol application is a major challenge for the pharmaceutical industry, due to its poor solubility and bioavailability,
as well as adverse effects, such as severe gastro-intestinal side effects when taken at effective dose levels (over 2,000 mg daily).
In this context, studies have proposed that structural changes in the resveratrol molecule, including glycosylation, alkylation, halogenation,
hydroxylation, methylation, and prenylation could lead to the development of derivatives with enhanced bioavailability and pharmacological
activity. Resveratrol has never been developed with all the necessary steps to achieve an approval as a pharmaceutical product since
the existing natural supplements cannot provide high enough levels of resveratrol in blood plasma to be able to provide a therapeutically
effective dose without generating severe gastro-intestinal side effects. This means that we need to take JOTROL through the full regulatory
NDA (New Drug Application) requirement to obtain a marketing approval. We were able to receive, through a confidential agreement from
a major pharmaceutical company, a chronic toxicology study performed with resveratrol, in two different species, that was referenced
in our approved Phase I IND application submitted to the FDA. The study was conducted by Charles River Laboratories.

 Possible
out-licensing for Asian markets is being considered as it may reduce risk and cost of product development in those markets that requires
confirming trials in an Asian population, while generating income through milestones and royalty agreements, see "Asian Business
Development Activities" regarding further developments and strategy in the Asian market.

 Marketing
and Commercialization Plan

 In
March 2025, the Company announced that it had entered into a partnership with Aquanova AG to develop a series of nutritional products
targeting longevity, aging and Healthspan. The first three products, which will focus on the concept of "Beauty from Within",
are slated to hit the market in the third quarter of 2025 through a Direct-to-Consumer model. The Company will focus on the consumer
market, and will market its products on a to-be-developed website targeting the US market, along with social media marketing. Internationally,
the Company is focusing on partners who can market and accelerate sales, with an initial focus on the Asian region.

 In
addition, we may also consider out-license JOTROL to one or more companies that has such commercialization capability in place. We may
consider at any time a complete exit through any proposed acquisition of our company. In case no acceptable M&A offer is presented
we might consider marketing and distributing JOTROL in the USA for the rare disease market only and have companies with large sales organizations
distribute our product for the larger indications. All international distributions will most likely be out licensed.

 The
marketing and sales of orphan drugs can be relatively fast and effective. We believe, based on discussions with organizations such as
the EveryLife Foundation an approval of a drug for a rare disease is efficiently communicated through social media to Key Opinion Leaders
(KOL), patient advocacy groups and directly to patients, which may reduce marketing costs.

 We
are already using information regarding our development progress through KOL's and the respective patient organizations that exist
for each indication. We have also initiated a collaboration with several patient organizations such as the FARA organization, www.curefa.org,
the National MPS Society, UMDF, www.umdf.org, and the EveryLife Foundation in USA.

 We
have been approached by several large and mid-size pharmaceutical companies discussing future collaborations once we have more clinical
data available. We will try to utilize this interest by out-licensing primarily the Asian territories while waiting to conduct out-licensing
in USA and Europe until after Phase II results are obtained.

 We
have participated in several industry trade shows, such as Biotech Showcase, BIO USA, LSX World, World Orphan Congress, World Symposium
for LSD, BIO Hong Kong 2023 and many others. We plan to continue to participate in those conferences as well as conferences targeting
presentations by publicly traded companies.

 Operation
and Organization

 We
are, and plan to stay, primarily a virtual organization utilizing partnership arrangements for certain functions including but not limited
to our R&D, clinical trial work, regulatory affairs and product manufacturing. A core organization is in place and will be expanded
handling Strategy, Project Management, Clinical trial Management, Regulatory Affairs, Finance and Business Development. We believe that
our core management team structure has proven experience in utilizing outside resources which allows us to efficiently execute several
programs simultaneously in what we believe to be a very cost-effective way.

 Regulatory
Approval

 Our
management, Scientific Board of Advisors and business advisors have extensive experience in regulatory affairs and clinical development
of product candidates for the treatment of rare diseases, Parkinson's Disease and Alzheimer's disease. The overall regulatory
approval process for product candidates for the treatment of rare diseases are generally conducted with a smaller number of patients
in clinical trials and over a shorter amount of time than more prevalent diseases. There is a documented pathway to get accelerated FDA
approval for a rare disease indication if there is no existing treatment for the indication, if a product shows efficacy and has a good
safety profile. There is also a possibility of receiving a Priority Review Voucher (PRV) from the FDA upon an approval in pediatric population
in a rare disease. One or more of our programs, such as MPS-I, will be targeting pediatric patients. The voucher entitles the bearer
to regulatory review in about six months rather than the standard ten months. The Food and Drug Administration (FDA) awards a voucher
following approval of a treatment for a neglected disease, rare pediatric disease, or medical countermeasure. Two drugs can receive priority
review for each voucher: the drug winning a voucher for a neglected or rare pediatric disease, and the drug using a voucher for another
indication. The voucher may be sold. For example, a small company might win a voucher for developing a drug for a neglected disease and
sell the voucher to a large company for use on a commercial disease.

 There
are four specific approval pathways applicable for rare disease indication. We will be evaluating and most likely applying for one or
more of these when we get closer in the FDA approval process. These include the following pathways for the indications that it is targeting:
(1) Priority Review (2) Fast Track (3) Accelerated Approval Pathway and (4) Breakthrough therapy.

 Priority
Review

 Priority
Review was authorized in 1992 by the Prescription Drug User Fee Act (PDUFA) which created the two-tiered FDA drug review system (standard
v. priority). This pathway shortens application review from 10 months (standard) to 6 months (priority). The FDA determines if a drug
receives a standard or priority review, although sponsors may request a priority review. Priority review is granted if a new drug would
result in a significant improvement in safety and effectiveness compared to existing therapies.

 Fast
Track

 Drugs
for the treatment of serious conditions that address an unmet medical need receive an expedited review. The purpose of this pathway is
to get important new drugs to patent earlier, for conditions such as Alzheimer's disease, epilepsy, depression, and multiple sclerosis.
Any drug being developed to treat or prevent a condition with no current therapy is prioritized. If there are available therapies, the
new drug must:

 1.

 Show
 superior efficacy;

 2.

 Avoid
 serious side effects of the available therapy;

 3.

 Decrease
 clinically significant toxicity of an available therapy; and

 4.

 Address
 an emerging or anticipated public health need

 Fast
Track designation should come at the time of submission and be requested by the manufacturer, although it can be requested at any time
in the approval process. Once in the Fast Track pathway, there are more frequent meetings with the FDA to discuss the development plan
and appropriate data needed to support drug approval. Drugs in the Fast Track pathway are also eligible for accelerated approval and
priority review if relevant criteria are met.

 Accelerated
Approval Pathway

 Authorized
in 1992 and updated in 2012, this pathway is applied to new therapies that treat serious or life- threatening conditions for which there
is an unmet medical need and have a "clinically meaningful" outcome. Drugs that are eligible for this pathway must be reasonably
likely to improve a surrogate endpoint if a standard endpoint would require long-term evaluation. If given conditional approval, the
sponsor must conduct post-marketing clinical trials to ensure endpoints are met. If the standard endpoints are not met, the FDA can withdraw
approval.

 Breakthrough
Therapy

 This
designation is designed to expedite the development and review of drugs that are intended to treat serious conditions and preliminary
clinical evidence indicates that the drug may demonstrate substantial improvement over available therapies on clinically significant
endpoints.

 There
is however no guarantee that an accelerated pathway will lead to an accelerated FDA review and that a pediatric approval leads to a PRV.
Additionally, there can be no guarantee that the Company can be successful in its plans under any FDA pathway.

Agreement

 On
July 1, 2022, the Company entered into a research agreement with the University of Miami to conduct a preclinical study to evaluate the
effect of JOTROL in Parkinson's Disease models. The cost of the research agreement activities, to be paid by the Company, is $72,844.
The Company owns any intellectual property generated from the research. The agreement is for 1 year from the start date, July 1, 2022.
Either the Company or the University of Miami may terminate this agreement upon thirty (30) days written notice for any reason. In the
event of such termination, both the Company and the University of Miami shall take all reasonable steps to cancel further costs in connection
with this agreement. The Company and the University of Miami will be entitled to reimbursement for costs and non-cancelable obligations
incurred prior to effective day of the termination, not to exceed the total amount of the project.

 Asian
Business Development Activities

 We
have recently agreed to service agreements in the areas of CMC (Chemistry, Manufacturing, and Controls), regulatory affairs and clinical
trial management with companies with operations in SE Asia. These agreements are with companies that, we believe, have the knowledge
and network in the South-East Asian market. The agreements are further described in the section "Other Material Agreements".
In addition, we are in active negotiations with Dominant Treasure Health ("DTH"), a BVI company. DTH has demonstrated to
us, through several company introductions, that they have business relationships, either directly or through affiliates, with many South-East
Asian pharmaceutical companies as well as companies involved in distribution and sales of TCM, Traditional Chinese Medicine. We are therefore
planning to engage DTH in active business development in China, Malaysia and Singapore as soon as we have financing in place for their
engagement. DTH has already introduced us to 3 Chinese companies, Beimei Pharma,  that specializes in pediatric
medications, Sichuan Kelun Pharmaceutical Co., ltd, a publicly traded company that is part of the Kelun Industrial Group,
and Tianjin Pharmaceuticals,  that advocates the corporate core values of "Love, Integrity and Power".
TCM products are run in a separate division within Tianjin. The Asian market is very large and hard to penetrate for a small company
and we believe that our strategy with these agreements have the possibility to accelerate an out-licensing deal in the South-East Asian
territories. However, there are no assurances that this approach will be successful.

 Our
rationale for the strong approach into the South-East Asian market is:

 Background:
Asian countries are not accepting pharmaceutical products to be sold without clinical trial approvals based on trials conducted in an
Asian population

 The
 Company's strategy is to partner with organizations in the territory that can execute much more efficiently than trying to
 manage the process from USA.

 We
 have already received interest for our JOTROL product in the Asian market since resveratrol is listed as a Traditional Chinese
 Medicine.

 The
 need for a set up that can service this market is imperative for success.

 Strategic
 collaboration agreements have been executed to facilitate an expedited execution of an out-licensing agreement with one or
 more Chinese or other SE Asian pharmaceutical companies.

 The
 Company is too small, both financially as well as internal manpower, to manage developments in the territory.

 The
 Company has a history of poor financial status and not being able to fulfill commitments and finalize clinical studies.

 By
 utilizing equity as service payments, the company believes that it can get projects finalized without any significant cash outflow.

 The
 service agreements are therefore designed to be a win for both parties, assuming an increase in equity value, in case clinical studies
 and out-licensing activities will be successful in the territory.

 Other
Material Agreements

 The
agreement with a major pharmaceutical company, restricted by confidentiality, grants us data access to resveratrol toxicology studies
through a letter of reference. Executed on May 2, 2017, it can only be terminated due to a material breach. The studies were conducted
at Charles River Laboratories, and there are no payments associated with this agreement.

 Recent
Agreements – South-East Asia

 On
June 3, 2024, the Company entered into three service agreements to expand in South-East Asia; a CRO Services Agreement with Optimize
Wellness Limited providing clinical trial guidance in China, Malaysia, and Singapore, a Regulatory Services Agreement with Regis
Healthcare Group Limited providing regulatory strategy and guidance, and a Product Services Agreement with Longevity Technology Group
Limited providing manufacturing guidance. Each of the three service agreements were paid for with an upfront issuance of 1,162,500 shares
of common stock, which were registered for resale as part of the initial public offering, and have a term of three years.

 On
December 15, 2024, the Company entered into a Strategic Services Agreement (the "Dominant Treasure Agreement") with Dominant
Treasure Health Company Limited ("Dominant Treasure"). Pursuant to the terms of the Dominant Treasure Agreement, Dominant
Treasure agreed to provide certain services to the Company to assist the Company in accelerating the Company's desire to get its
products developed and distributed in the Southeast Asian market. In exchange for Dominant Treasure's services pursuant to the
Dominant Treasure Agreement, the Company agreed to pay Dominant Treasure a one-time payment of $2,300,000. In addition, if Dominant Treasure
is involved in generating negotiations and conclusion of a distribution agreement for the Company in the countries of China (including
Hong Kong), Singapore and Malaysia, the Company will pay Dominant Treasure a success fee of 5% of any upfront and/or milestone payments
to be received by the Company. If such agreement includes a royalty payment to the Company, Dominant Treasure will receive 5% of such
royalty payment. The Dominant Treasure Agreement has a term of 36 months and may be terminated at any time upon mutual agreement of the
parties.

 Legal
Proceedings

 From
time to time, we are involved in various legal proceedings arising from the normal course of business activities. We are not presently
a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have
a material adverse effect on our business, operating results, cash flows or financial condition.

 Facilities

 Our
corporate headquarters are located at 1001 North US Hwy 1, Suite 504, Jupiter, Florida 33477, where we lease approximately 1,206 rentable
square feet of office space. This lease expires on May 31, 2026. Terms of the office lease provide for a base rent payment of $3,783
per month and a share of the building's operating expenses, such as taxes and maintenance, of $476 per month. In September 2021,
we added an additional office located at 127 Main Street, Boston, Massachusetts 02129 for 120 rentable square feet of office space for
our Boston-based employees and scientist to utilize as necessary.

 We
believe that these facilities are adequate for our current and near-term future needs.

 Employees

 As
of December 31, 2024, we had a total of four full-time employees, two full-time consultants, one part-time consultant,
and our six Scientific Advisory Board members. Of these, three were primarily engaged in research or product development and clinical
activities.

 ITEM
1A. RISK FACTORS

 An
investment in our securities carries a significant degree of risk. You should carefully consider the following risks, as well as the
other information contained in this Annual Report on Form 10-K, including our historical financial statements and related notes included
elsewhere in this Annual Report on Form 10-K, before you decide to purchase our securities. Any one of these risks and uncertainties
has the potential to cause material adverse effects on our business, prospects, financial condition and operating results which could
cause actual results to differ materially from any forward-looking statements expressed by us and a significant decrease in the value
of our common shares. Refer to "Cautionary Statement Regarding Forward-Looking Statements."

 We
may not be successful in preventing the material adverse effects that any of the following risks and uncertainties may cause. These potential
risks and uncertainties may not be a complete list of the risks and uncertainties facing us. There may be additional risks and uncertainties
that we are presently unaware of, or presently consider immaterial, that may become material in the future and have a material adverse
effect on us. You could lose all or a significant portion of your investment due to any of these risks and uncertainties.

 Below
is a summary of material risks, uncertainties and other factors that could have a material effect on the Company and its operations:

 We
 are early in our development efforts, with a limited operating history, and have no products approved for commercial sale.

 We
 have not generated any revenue from product sales to date, have incurred significant net losses since our inception, and expect to
 continue to incur significant net losses for the foreseeable future.

 Our
 ability to generate revenue and achieve profitability depends significantly on our ability to achieve several objectives relating
 to the discovery, development and commercialization of our product candidate.

 We
 will require substantial additional capital to finance our operations.

 Our
 substantial amount of indebtedness may adversely affect our cash flow and our ability to operate our business, remain in compliance
 with debt covenants and make payments on our indebtedness.

 We
 are substantially dependent on the success of our product candidate, JOTROL. If we are unable to complete development of, obtain
 approval for and commercialize JOTROL for one or more indications in a timely manner, our business will be harmed.

 Our
 prospects depend upon developing product candidate JOTROL for particular indications and possibly discovering, developing other product
 candidates in future programs.

 drug development involves a lengthy and expensive process with an uncertain outcome. The clinical trials of our product candidate
 JOTROL may not demonstrate safety and efficacy to the satisfaction of the U.S. Food and Drug Administration (FDA), European Medicines
 Agency (EMA) or other comparable foreign regulatory authorities or otherwise produce positive results and the results of preclinical
 studies and early clinical trials may not be predictive of future results.

 We
 have limited resources and are currently focusing the majority of our efforts on developing JOTROL for particular indications. As
 a result, we may fail to capitalize on other indications or product candidates that may ultimately have proven to be more profitable.

 We
 face significant competition, and if our competitors develop and market technologies or products more rapidly than we do or that
 are more effective, safer or less expensive than the product candidates we develop, our commercial opportunities will be negatively
 impacted. In particular, we face competition for patients with MPS-I, Friedreich's ataxia, MELAS, Parkinson's Disease,
 Mild Cognitive Impairment, and early Alzheimer's disease from companies that produce drugs to treat such diseases. For more
 information regarding competition we face, see the section titled "Business — Competition.

 We
 rely on third parties to conduct our preclinical studies, clinical trials, and manufacturing and these third parties may not perform
 satisfactorily.

 If
 we engage in future acquisitions or strategic partnerships, this may increase our capital requirements, dilute our stockholders,
 cause us to incur debt or assume contingent liabilities, and subject us to other risks.

 We
 rely on our management team and other key employees, and the loss of one or more key employees could harm our business.

 The
 failure to attract and retain additional qualified personnel could prevent us from executing our business strategy.

 There
 can be no assurance that we will be able to comply with Nasdaq Capital Market's continued listing standards.

 The
 price of our common stock could be subject to rapid and substantial volatility. As a relatively small-capitalization company with
 relatively small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and
 less liquidity than large-capitalization companies. Such volatility, including any stock-run up, may be unrelated to our actual or
 expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the
 rapidly changing value of our common stock. In addition, if the trading volumes of our common stock are low, persons buying or selling
 in relatively small quantities may easily influence prices of our common stock. This low volume of trades could also cause the price
 of our common stock to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of
 our common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low
 volume trading.

 Risks
Related to Our Financial Position, Need for Additional Capital and Limited Operating History

 We
are early in our development efforts, with a limited operating history, and we have no products approved for commercial sale, which may
make it difficult for you to evaluate our current business and likelihood of success and future viability.

 We
are an early clinical stage pharmaceutical company with a limited operating history upon which you can evaluate our business and prospects.
We are developing one medication to treat rare diseases (MPS I, Friedreich's ataxia, and MELAS) as well as larger indications,
Parkinson's Disease and Mild Cognitive Impairment / early Alzheimer's disease, which is an unproven and highly uncertain
undertaking and involves a substantial degree of risk. We commenced operations in January 2016, have no products approved for commercial
sale and have not generated any revenue. We initiated and completed our Phase I clinical trial for our sole product candidate, JOTROL,
in March 2021. Since our inception in 2016, we have devoted substantially all of our focus and financial resources to discovering, identifying
and developing our product candidate, JOTROL, including advancing our development program, conducting a preclinical study of our product
candidate and initiating a clinical trial, organizing and staffing our company, business planning, raising capital and securing related
intellectual property rights.

 We
have not yet demonstrated our ability to successfully complete efficacy clinical trials that can lead to a New Drug Application ("NDA")
submission, obtain marketing approvals, manufacture a commercial-scale product, or obtain a proposal for any out-licensing or distribution
agreements. As a result, it may be more difficult for investors to accurately predict our likelihood of success and viability than it
could be if we had a longer operating history.

 In
addition, we may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown factors and risks frequently
experienced by clinical-stage biopharmaceutical companies in rapidly evolving fields. We also may need to transition from a company with
a research and development focus to a company capable of supporting commercial activities. We have not yet demonstrated an ability to
successfully overcome such risks and difficulties, or to make such a transition. If we do not adequately address these risks and difficulties
or successfully make such a transition, our business will suffer.

 We
have not generated any revenue from product sales to date, have incurred significant net losses since our inception, and expect to continue
to incur significant net losses for the foreseeable future.

 We
do not have any products approved for sale, and consequently we have not generated any revenue. We have incurred significant net losses
since our inception and have financed our operations principally through private placements of our common stock. To date, we have not
been profitable and have incurred significant losses and cash flow deficits.

 For
the fiscal years ended December 31, 2024 and 2023, we generated no revenues from product sales and reported net losses of $2,439,625
and $4,783,689, respectively, and negative cash flow from operating activities of $3,911,004 and $480,953, respectively. As noted in
our financial statements, as of December 31, 2024, we had an accumulated deficit of $26,022,129.

 Our
sole product candidate, JOTROL, recently completed Phase I clinical trial that commenced in December 2020. As a result, we expect that
it will be several years, if ever, before we receive approval to commercialize our product and generate revenue from product sales. Even
if we succeed in receiving marketing approval for and commercializing of our approved product candidate, we expect that we will continue
to incur substantial research and development and other expenses in order to discover, develop and market additional potential products.

 We
expect to continue to incur significant expenses and increasing operating losses for the foreseeable future. The net losses we incur
may fluctuate significantly from quarter to quarter such that a period-to-period comparison of our results of operations may not be a
good indication of our future performance, particularly since we expect our expenses to increase if and when our product candidate progresses
through clinical development as a product candidate in later stages of clinical development generally have higher development costs than
those in earlier stages, primarily due to the increased size and duration of later-stage clinical trials. The size of our future net
losses will depend, in part, on the rate of future growth of our expenses and our ability to have our product candidates approved for
marketing and to generate revenue. Our prior losses and expected future losses have had and will continue to have an adverse effect on
our working capital, our ability to fund the development of our product candidate and our ability to achieve and maintain profitability
and the performance of our stock.

 Our
management has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included
an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the fiscal years ended December
31, 2024 and 2023.

 Our
management has concluded that our historical recurring losses from operations and negative cash flows from operations as well as our
dependence on private equity and other financings raise substantial doubt about our ability to continue as a going concern and our auditor
has included an explanatory paragraph relating to our ability to continue as a going concern in its audit report for the fiscal year
ended December 31, 2024 and 2023.

 Our
financial statements do not include any adjustments that might result from the outcome of this uncertainty. These adjustments would likely
include substantial impairment of the carrying amount of our assets and potential contingent liabilities that may arise if we are unable
to fulfill various operational commitments. In addition, the value of our securities would be greatly impaired. Our ability to continue
as a going concern is dependent upon generating sufficient cash flow from operations and obtaining additional capital and financing.
If our ability to generate cash flow from operations is delayed or reduced and we are unable to raise additional funding from other sources,
we may be unable to continue in business. For further discussion about our ability to continue as a going concern and our plan for future
liquidity, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Ability to Continue
as a Going Concern."

 Our
ability to generate revenue and achieve profitability depends significantly on our ability to achieve several objectives relating to
the discovery, development and commercialization of our product candidates, if approved.

 Our
business depends entirely on the successful discovery, development, regulatory approval and commercialization of product candidates.
We have no products approved for commercial sale and do not anticipate generating any revenue from product sales for the next several
years, if ever. Our ability to generate revenue and achieve profitability depends significantly on our ability, or any future collaborator's
ability, to achieve several objectives, including:

 successful
 and timely completion of clinical development of JOTROL research program, and our other future product candidates and programs;

 establishing
 and maintaining relationships with CROs and clinical sites for the clinical development of JOTROL and any other future product candidates
 and programs;

 the
 initiation and successful patient enrollment and completion of additional clinical trials on a timely basis;

 acceptable
 frequency and severity of adverse events in the clinical trials;

 the
 efficacy and safety profiles that are satisfactory to the U.S. Food and Drug Administration (FDA) or any comparable foreign regulatory
 authority for marketing approval;

 timely
 receipt of marketing approvals from applicable regulatory authorities for any product candidates for which we successfully complete
 clinical development;

 complying
 with any required post-marketing approval commitments to applicable regulatory authorities;

 developing
 an efficient and scalable manufacturing process for our product candidates;

 establishing
 and maintaining commercially viable supply and manufacturing relationships with third parties that can provide adequate, in both
 amount and quality, products and services to support clinical development and meet the market demand for our product candidate, if
 approved;

 successful
 commercial launch following any marketing approval, including the development of a commercial infrastructure, whether in-house or
 with one or more collaborators;

 a
 continued acceptable safety profile following any marketing approval of our product candidate;

 commercial
 acceptance of our product candidate by patients, the medical community and third-party payors;

 satisfying
 any required post-marketing approval commitments to applicable regulatory authorities;

 identifying,
 assessing and developing new product candidates;

 obtaining,
 maintaining and expanding patent protection, trade secret protection and regulatory exclusivity, both in the United States and internationally;

 protecting
 our rights in our intellectual property portfolio;

 defending
 against third-party infringement claims, if any;

 entering
 into, on favorable terms, any collaboration, licensing or other arrangements that may be necessary or desirable to develop, manufacture
 or commercialize our product candidate;

 coverage and adequate reimbursement by third-party payors for our products and patients' willingness to pay in the absence
 of such coverage and adequate reimbursement;

 additional funding to develop and potentially manufacture and commercialize our product candidates;

 addressing
 any competing therapies and technological and market developments;

 managing
 costs, including any unforeseen costs, that we may incur as a result of nonclinical study or clinical trial delays; and

 attracting,
 hiring and retaining qualified personnel including clinical, scientific, management and administrative personnel.

 We
may never be successful in achieving our objectives and, even if we do, we may never generate revenue that is significant or large enough
to achieve profitability. If we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual
basis. Our failure to become and remain profitable would decrease the value of our company and could impair our ability to maintain or
further our research and development efforts, raise additional necessary capital, grow our business and continue our operations.

 We
may also experience delays in developing a sustainable, reproducible and scalable manufacturing process or transferring that process
to commercial partners, which may prevent us from completing our clinical trials or commercializing our product candidates on a timely
or profitable basis, if at all. Changes in the manufacturing process or facilities will require further comparability analysis and approval
by the FDA before implementation, which could delay our clinical trials and product candidate development, and could require additional
clinical trials, including bridging studies, to demonstrate consistent and continued safety and efficacy.

 We
will require substantial additional capital to finance our operations. If we are unable to raise such capital when needed, or on acceptable
terms, we may be forced to delay, reduce and/or eliminate one or more of our research and drug development programs or future commercialization
efforts.

 As
of December 31, 2024, we had $3,769,510 in cash. Our estimate as to how long we expect
our existing cash and cash equivalents to be able to continue to fund our operations is based on assumptions that may prove to be wrong,
and we could use our available capital resources sooner than we currently expect. Changing circumstances, some of which may be beyond
our control, could cause us to consume capital significantly faster than we currently anticipate, and we may need to seek additional
funds sooner than planned.

 Developing
pharmaceutical products, including conducting preclinical studies and clinical trials, is a very time-consuming, expensive and uncertain
process that takes years to complete. Our operations have consumed substantial amounts of cash since inception, and we expect our expenses
to increase in connection with our ongoing activities, particularly as we conduct clinical trials of, and seek marketing approval for,
JOTROL as well as develop our proprietary drug delivery platform. Even if one or more of the product candidates that we develop is approved
for commercial sale, we anticipate incurring significant costs associated with sales, marketing, manufacturing and distribution activities.
Our expenses could increase beyond expectations if we are required by the FDA, the European Medicines Agency (EMA) or other regulatory
agencies to perform clinical trials or preclinical studies in addition to those that we currently anticipate. Other unanticipated costs
may also arise. Because the design and outcome of our planned and anticipated preclinical studies and clinical trials are highly uncertain,
we cannot reasonably estimate the actual amount of resources and funding that will be necessary to successfully complete the development
and commercialization of any product candidate we develop. We are not permitted to market or promote JOTROL, or any other product candidate,
before we receive marketing approval from the FDA. We also incur additional costs associated with operating as a public company. Accordingly,
we will need to obtain substantial additional funding in order to continue our operations.

 Our
future capital requirements will depend on may factors, including, but not limited to:

 the
 scope, progress, results and costs of researching and developing our product candidates including conducting preclinical studies
 and clinical trials;

 the
 costs, timing and outcome of regulatory review of our product candidates;

 the
 number and characteristics of other product candidates that we pursue;

 the
 costs of future activities, including product sales, medical affairs, marketing, manufacturing and distribution, for any of our product
 candidates for which we receive marketing approval;

 the
 costs of manufacturing commercial-grade products and sufficient inventory to support commercial launch;

 the
 revenue, if any, received from commercial sale of our products, should any of our product candidates receive marketing approval;

 the
 cost and timing of hiring new employees to support our continued growth;

 the
 costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending
 intellectual property-related claims;

 the
 effect of competing products that may limit market penetration of our products;

 the
 ability to establish and maintain collaborations on favorable terms, if at all;

 the
 extent to which we acquire or in-license other product candidates and technologies;

 the
 timing, receipt and amount of sales of, or milestone payments related to or royalties on, our current or future product candidates,
 if any;

 our
 need to implement additional internal systems and infrastructure, including financial and reporting systems;

 the
 compliance and administrative costs associated with being a public company; and

 the
 extent to which we acquire or invest in businesses, products, or technologies, although we currently have no commitments or agreements
 relating to any of these types of transactions.

 A
change in the outcome of any of these or other factors with respect to the development of any of our product candidates could significantly
change the costs and timing associated with the development of that product candidate.

 We
currently plan to initiate a Phase II clinical trial with JOTROL in patients with Parkinson's Disease, establish a presence in
South-East Asia through service agreements and advancing the manufacturing of JOTROL clinical trial supplies. in support of activities
leading up to clinical trials in targeted indications. Remaining proceeds will be used for general research and development activities,
working capital and other general corporate activities. Advancing the development of JOTROL program will require a significant amount
of capital. Our cash and cash equivalents and grants will not be sufficient for us to fund our product candidates through the completion
of its development, Phase III clinical trials, entire regulatory approval process and commercialization. We will need to raise additional
capital to fund such activities.

 We
may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds
for our current or future operating plans. Attempting to secure additional financing may divert our management from our day-to-day activities,
which may adversely affect our ability to develop our product candidates. Our failure to raise capital as and when needed or on acceptable
terms would have a negative impact on our financial condition and our ability to pursue our business strategy, and we may have to delay,
reduce the scope of, suspend or eliminate one or more of our research-stage programs, clinical trials or future commercialization efforts.

 Raising
additional capital may cause substantial dilution to our stockholders, restrict our operations or require us to relinquish rights to
our technologies or product candidates.

 Until
such time, if ever, as we can generate substantial revenues, we will be required to obtain further funding through public or private
equity offerings, debt financings, collaborations and licensing arrangements or other sources, which may dilute our stockholders or restrict
our operating activities. Adequate additional financing may not be available to us on acceptable terms, or at all. To the extent that
we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the
terms may include liquidation or other preferences that adversely affect your rights as a stockholder. Debt financing and preferred equity
financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions,
such as incurring additional debt, making acquisitions, engaging in acquisition, merger or collaboration transactions, selling or licensing
our assets, making capital expenditures, redeeming our stock, making certain investments, declaring dividends or encumbering our assets
to secure future indebtedness. Such restrictions could adversely impact our ability to conduct our operations and execute our business
plan.

 If
we raise additional funds through upfront payments or milestone payments pursuant to strategic collaborations, strategic alliances or
marketing, distribution or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies,
future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us. If we are
unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate
our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise
prefer to develop and market ourselves.

 Our
substantial amount of indebtedness may adversely affect our cash flow and our ability to operate our business, remain in compliance with
debt covenants and make payments on our indebtedness.

 As
of December 31, 2024, we had outstanding indebtedness in the principal amount of $146,432 and accrued interest of approximately $1,064.
Our substantial level of indebtedness increases the possibility that we may be unable to generate sufficient cash to pay, when due, the
principal of, interest on or other amounts due with respect to our indebtedness. Our indebtedness could have other important consequences
to you as a stockholder. For example, it could:

 make
 it more difficult for us to satisfy our obligations with respect to our indebtedness and any failure to comply with the obligations
 of any of our debt instruments, including financial and other restrictive covenants, could result in an event of default under the
 debt instruments;

 make
 us more vulnerable to adverse changes in general economic, industry and competitive conditions and adverse changes in government
 regulation;

 require
 us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability
 of our cash flows to fund working capital, capital expenditures, acquisitions and other general corporate purposes;

 limit
 our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

 place
 us at a competitive disadvantage compared to our competitors that have less debt; and

 limit
 our ability to borrow additional amounts for working capital, capital expenditures, acquisitions, debt service requirements, execution
 of our business strategy or other purposes.

 Any
of the above listed factors could materially adversely affect our business, financial condition and results of operations.

 If
we are at any time unable to generate sufficient cash flow from operations to service our indebtedness when payment is due, we may be
required to attempt to renegotiate the terms of the instruments relating to the indebtedness, seek to refinance all or a portion of the
indebtedness, or obtain additional financing. There can be no assurance that we would be able to successfully renegotiate such terms,
that any such refinancing would be possible or that any additional financing could be obtained on terms that are favorable or acceptable
to us, if at all. Any debt financing that is available could cause us to incur substantial costs and subject us to covenants that significantly
restrict our ability to conduct our business. If we seek to complete additional equity financings, the interests of existing equity holders
may be diluted.

 Our
ability to utilize our net operating loss carryforwards and certain other tax attributes to offset future taxable income may be limited.

 Our
net operating loss (NOL) carryforwards may be unavailable to offset future taxable income because of restrictions under U.S. tax law.
Our NOLs generated in tax years ending on or prior to December 31, 2017 are only permitted to be carried forward for 20 taxable years
under applicable U.S. federal tax law, and therefore could expire unused. Under tax legislation commonly referred to as the Tax Cuts
and Jobs Act (Tax Act) as amended by the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), our federal NOLs generated in
tax years beginning after December 31, 2017 may be carried forward indefinitely, but for taxable years beginning after December 31, 2021,
the deductibility of federal NOLs generated in tax years beginning after December 31, 2017 is limited to 80% of our current year taxable
income. It is uncertain if and to what extent various states will conform to the Tax Act. As of December 31, 2024, the Company had federal
and state (post-apportioned basis) net operating losses of $26.0 million, as well as federal orphan drug tax credit carryforwards of
approximately $1.06 million. Approximately $10.0 million of the foregoing federal and state NOLs will expire at various dates from 2026
through 2043, if not limited by triggering events prior to such time.

 In
addition, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (Code), if a corporation undergoes an "ownership
change" (generally defined as a cumulative change in the corporation's ownership by "5-percent shareholders"
that exceeds 50 percentage points over a rolling three-year period), the corporation's ability to use its pre-change NOLs and certain
other pre-change tax attributes to offset its post-change taxable income may be limited. Similar rules may apply under state tax laws.
We may have experienced such ownership changes in the past, and we may experience ownership changes in the future as a result of shifts
in our stock ownership, some of which are outside our control. We have not conducted any studies to determine annual limitations, if
any, that could result from such changes in ownership. Our ability to utilize our NOLs and certain other tax attributes could be limited
by an "ownership change" as described above and consequently, we may not be able to utilize a material portion of our NOLs
and certain other tax attributes, which could have a material adverse effect on our cash flows and results of operations.

 Risks
Related to the Discovery, Development and Commercialization of Our Product Candidate

 We
are substantially dependent on the success of our lead product candidate, JOTROL, which will be undergoing Phase II clinical trials.
If we are unable to complete development of, obtain approval for and commercialize JOTROL for one or more indications in a timely manner,
our business will be harmed.

 Our
future success is dependent on our ability to timely and successfully complete clinical trials, obtain marketing approval for and successfully
commercialize JOTROL, our lead product candidate, through distribution deals with larger pharmaceutical companies. We are investing the
majority of our efforts and financial resources in the research and development of JOTROL. We have several pre-clinical trials and one
completed Phase I clinical trial to evaluate the safety and tolerability of JOTROL in healthy volunteers. We are preparing for Phase
II clinical trials. This will be our first clinical efficacy trial, and JOTROL has not previously been tested in humans with a specific
disease although we can rely on data that exist for resveratrol. The reason for this is that once JOTROL is ingested the formulation
excipients will be separated and it is only the active resveratrol that will be circulating in blood plasma. JOTROL will require additional
clinical development, expansion of manufacturing capabilities, marketing approval from government regulators, substantial investment
and significant marketing efforts to obtain established distributors before we can generate any revenues from product sales. We are not
permitted to market or promote JOTROL, or any other product candidate, before we receive marketing approval from the FDA and comparable
foreign regulatory authorities, and we may never receive such marketing approvals.

 The
success of JOTROL will depend on several factors, including the following:

 the
 successful and timely completion of our clinical trials of JOTROL;

 the
 initiation and successful patient enrollment and completion of additional clinical trials of JOTROL on a timely basis;

 maintaining
 and establishing relationships with CROs and clinical sites for the clinical development of JOTROL;

 the
 frequency and severity of adverse events in clinical trials;

 demonstrating
 efficacy, safety and tolerability profiles that are satisfactory to the FDA, EMA or any comparable foreign regulatory authority for
 marketing approval;

 the
 timely receipt of marketing approvals for JOTROL from applicable regulatory authorities;

 the
 extent of any required post-marketing approval commitments to applicable regulatory authorities;

 the
 maintenance of existing or the establishment of new supply arrangements with third-party drug product suppliers and manufacturers
 for clinical development and, if approved, commercialization of JOTROL;

 and maintaining patent protection, trade secret protection and regulatory exclusivity, both in the United States and internationally;

 protecting
 our rights in our intellectual property portfolio;

 our
 ability to expand JOTROL into multiple indications;

 our
 ability to find partners handling all aspects of commercialization;

 the
 successful launch of commercial sales following any marketing approval;

 a
 continued acceptable safety profile following any marketing approval;

 the
 actual market-size, ability to identify patients and the demographics of patients eligible for our product candidates, which may
 be different than expected;

 commercial
 acceptance by patients, the medical community and third-party payors, particularly since the product candidates we develop may be
 novel; and

 our
 ability to compete with other therapies.

 We
do not have control over many of these factors, including certain aspects of clinical development and the regulatory submission process,
potential threats to our intellectual property rights and the manufacturing, marketing, distribution and sales efforts of any future
collaborator. If we are not successful with respect to one or more of these factors in a timely manner or at all, we could experience
significant delays or an inability to successfully commercialize JOTROL, which would materially harm our business. If we do not receive
marketing approvals for JOTROL, we may not be able to continue our operations.

 In
addition to JOTROL, our prospects depend in part upon discovering, developing and commercializing product candidates in future programs,
which may fail or suffer delays that adversely affect their commercial viability.

 Our
future operating results are dependent on our ability to successfully develop, obtain regulatory approval for and commercialize product
candidates from our research programs, in addition to our lead product candidate, JOTROL. However, research and development related to
novel therapeutics is inherently risky. A product candidate can unexpectedly fail at any stage of preclinical and/or clinical development.
The historical failure rate for product candidates is high due to risks relating to safety, efficacy, clinical execution, changing standards
of medical care and other unpredictable variables. The results from preclinical testing or early clinical trials of a product candidate
may not be predictive of the results that will be obtained in later stage clinical trials of the product candidate.

 The
success of other product candidates we may develop will depend on many factors, including the following:

 generating
 sufficient data to support the initiation or continuation of clinical trials;

 regulatory permission to initiate clinical trials;

 contracting
 with the necessary parties to conduct clinical trials;

 successful
 enrollment of patients in, and the completion of, clinical trials on a timely basis;

 the
 timely manufacture of sufficient quantities of a product candidate for use in clinical trials; and

 adverse
 events in clinical trials.

 Even
if we successfully discover and advance any other product candidates into clinical development, their success will be subject to all
of the clinical, regulatory and commercial risks described elsewhere in this "Risk Factors" section. Accordingly, we cannot
assure you that we will ever be able to discover, develop, obtain regulatory approval of, commercialize or generate significant revenue
from any product candidates.

drug development involves a lengthy and expensive process with an uncertain outcome. The clinical trials of our product candidate may
not demonstrate safety and efficacy to the satisfaction of the FDA, EMA or other comparable foreign regulatory authorities or otherwise
produce positive results and the results of preclinical studies and early clinical trials may not be predictive of future results. We
may incur additional costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization
of our product candidates.

 Our
lead product candidate, JOTROL, is entering into Phase II clinical trials after completing a Phase I clinical trial in March 2021 and
its risk of failure is high. It is impossible to predict when or if JOTROL or any product candidate that we develop will prove effective
or safe in humans or will receive marketing approval. Before obtaining marketing approval from the FDA, EMA or other comparable foreign
regulatory authorities for the sale of our product candidates, we must complete preclinical development and extensive clinical trials
to demonstrate with substantial evidence the safety and efficacy of such product candidates.

testing is expensive, difficult to design and implement, can take many years to complete and its ultimate outcome is uncertain. We cannot
guarantee that any of our clinical trials will be conducted as planned or completed on schedule, or at all. Clinical trials can fail
at any stage of testing and failure may result from a multitude of factors, including, among other things, flaws in study design, dose
selection issues, placebo effects, patient enrollment criteria and failure to demonstrate favorable safety or efficacy traits. The outcome
of preclinical studies and early-stage clinical trials may not be predictive of the success of later clinical trials. For example, our
product candidates may fail to show the desired safety and efficacy in clinical development despite positive results in preclinical studies
or having successfully advanced through initial clinical trials. We may also discover that the half-life of our product candidates renders
them unsuitable for the therapeutic applications we have chosen. As a result, we cannot assure you that any clinical trials that we conduct
will demonstrate consistent or adequate efficacy and safety to support marketing approval.

 Many
companies in the pharmaceutical and biotechnology industries have suffered significant setbacks in late-stage clinical trials even after
achieving promising results in preclinical testing and earlier-stage clinical trials, and we cannot be certain that we will not face
similar setbacks. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses, and many companies
that have believed their product candidates performed satisfactorily in preclinical studies and clinical trials have nonetheless failed
to obtain marketing approval of their drugs. Furthermore, the failure of any of our product candidates to demonstrate safety and efficacy
in any clinical trial could negatively impact the perception of our other product candidates and/or cause the FDA or other regulatory
authorities to require additional testing before approving any of our product candidates.

 We
have experienced delays in completing our clinical trial and may experience additional delays in initiating or completing additional
clinical trials. We may also experience numerous unforeseen events during, or as a result of, clinical trials that could delay or prevent
receipt of marketing approval or our ability to commercialize our product candidates, including:

 receipt
 of feedback from regulatory authorities that requires us to modify the design of our clinical trials;

 clinical
 trial observations or results that require us to modify the design of our clinical trials;

 negative
 or inconclusive clinical trial results that may require us to conduct additional clinical trials or abandon certain drug development
 programs;

 approval from one or more institutional review boards (IRB);

 the
 number of patients required for clinical trials being larger than anticipated, enrollment in these clinical trials being slower than
 anticipated or participants dropping out of these clinical trials at a higher rate than anticipated;

 any
 failure or delay in reaching an agreement with CROs and clinical trial sites, the terms of which can be subject to extensive negotiation
 and may vary significantly among different CROs and trial sites;

 the
 suspension or termination of our clinical trials for various reasons, including non-compliance with regulatory requirements or a
 finding that our product candidates have undesirable side effects or other unexpected characteristics or risks;

 changes
 to clinical trial protocol;

 clinical
 sites deviating from trial protocol or dropping out of a trial;

 the
 cost of clinical trials of our product candidates being greater than anticipated;

 the
 supply or quality of our product candidates or other materials necessary to conduct clinical trials of our product candidates being
 insufficient or inadequate;

 subjects
 experiencing severe or unexpected drug-related adverse selection of clinical end points that require prolonged periods of clinical
 observation or analysis of the resulting data;

 a
 facility manufacturing our product candidates or any of their components being ordered by the FDA or comparable foreign regulatory
 authorities to temporarily or permanently shut down due to violations of current good manufacturing practice (cGMPs), regulations
 or other applicable requirements, or infections or cross-contaminations of product candidates in the manufacturing process;

 any
 changes to our manufacturing process that may be necessary or desired;

 third-party
 clinical investigators losing the licenses or permits necessary to perform our clinical trials, not performing our clinical trials
 on our anticipated schedule or consistent with the clinical trial protocol, good clinical practices (GCP) or other regulatory requirements;

 third-party
 contractors not performing data collection or analysis in a timely or accurate manner;

 third-party
 contractors becoming debarred or suspended or otherwise penalized by the FDA or other government or regulatory authorities for violations
 of regulatory requirements, in which case we may need to find a substitute contractor, and we may not be able to use some or all
 of the data produced by such contractors in support of our marketing applications; and

 regulators
 revising the requirements for approving our product candidates.

 If
we are required to conduct additional clinical trials or other testing of our product candidates beyond those that we currently contemplate,
if we are unable to successfully complete clinical trials of our product candidates or other testing in a timely manner, if the results
of these trials or tests are not positive or are only modestly positive or if there are safety concerns, we may incur unplanned costs,
be delayed in seeking and obtaining marketing approval, if we receive such approval at all, receive more limited or restrictive marketing
approval, be subject to additional post-marketing testing requirements or have the drug removed from the market after obtaining marketing
approval.

 Moreover,
in the future, principal investigators for our clinical trials may serve as scientific advisors or consultants to us from time to time
and receive compensation in connection with such services. Under certain circumstances, we may be required to report some of these relationships
to the FDA or comparable foreign regulatory authorities. The FDA or comparable foreign regulatory authority may conclude that a financial
relationship between us and a principal investigator has created a conflict of interest or otherwise affected interpretation of the study.
The FDA or comparable foreign regulatory authority may therefore question the integrity of the data generated at the applicable clinical
trial site and the utility of the clinical trial itself may be jeopardized. This could result in a delay in approval, or rejection, of
our marketing applications by the FDA or comparable foreign regulatory authority, as the case may be, and may ultimately lead to the
denial of marketing approval of one or more of our product candidates.

 If
we experience delays in the completion of, or termination of, any clinical trial of our product candidates, the commercial prospects
of our product candidates will be harmed, and our ability to generate product revenues from any of these product candidates will be delayed.
Moreover, our product development costs will also increase if we experience delays in preclinical studies or clinical trials or in obtaining
marketing approvals. We do not know whether any of our preclinical studies or clinical trials will begin as planned, will need to be
restructured or will be completed on schedule, or at all. We may also determine to change the design or protocol of one or more of our
clinical trials, which could result in increased costs and expenses and/or delays. Any delays in completing our clinical trials will
increase our costs, slow down our product candidates development and approval process and jeopardize our ability to commence product
sales and generate revenues.

 In
addition, many of the factors that cause, or lead to, termination or suspension of, or a delay in the commencement or completion of,
clinical trials may also ultimately lead to the denial of regulatory approval of a product candidate. Any delays to our clinical trials
that occur as a result could shorten any period during which we may have the exclusive right to commercialize our product candidates
and our competitors may be able to bring products to market before we do, and the commercial viability of our product candidates could
be significantly reduced. Any of these occurrences may harm our business, financial condition and prospects significantly.

 We
have entered into Service Agreements with the Asian Partners with respect to services to be provided by the Asian Partners
to us in Asia for the development of our product in the South-East Asian territory immediately following the completion of the public
offering, the shares issued by us in advance for the specific services could have a material negative impact on our business, financial
condition and operating results in case the Asian Partners' will not perform the services per the agreements.

 We
have entered into service agreements for development of our product in the South-East Asian territory. The agreements are with three
contracted companies, namely, Longevity Technology Group Limited, Regis Healthcare Group Limited, and Optimized Wellness Limited (collectively,
the "Asian Partners") that will handle CMC (Chemistry, Manufacturing, and Controls), regulatory affairs and clinical
trial management, respectively. As consideration for these services, on June 3, 2024, the Company issued 1,162,500 shares of common stock
("Issued Shares") to each of the Asian Partners with a fair market value of $1.33 per share (3,487,500 shares in aggregate,
with an aggregate fair market value of $4,638,375), as pre-payment for three years of services. The Issued Shares are based on certain
specified and agreed upon performances to be executed by each of the Asian Partners. However, if the Asian Partners fail
to perform, or underperform, under their respective service agreements with the Company, their Issued Shares will still be issued and
outstanding and registered for sale. If the Company tries to recover some or all of these Issued Shares, or the cash equivalent if the
Issued Shares have been sold by the Asian Partners, based on any type of non-performance of the agreed services, there is no assurance
that the Company's attempt to recover will be successful. Accordingly, the Company may be in a position where it issued shares
to the Asian Partners under the service agreements even if the Asian Partners failed to perform, or underperform, without
any ability to have the shares forfeited to the Company. The requirement by the Company to issue the Issued Shares under the service
agreements, without any specific protection against non-performance, could have a material negative impact on our business, financial
condition and operating results.

 We
 entered into a Strategic Service Agreement with DOMINANT TREASURE HEALTH COMPANY LIMITED with respect to strategic services
in Asia, the fees paid by the Company pursuant to which, are non-refundable
and not tied to any milestones or performance, and the foregoing nature of such fees, could have a material negative impact on our business,
financial condition and operating results.

 The
Company entered into a Strategic Service Agreement with DOMINANT TREASURE HEALTH COMPANY LIMITED ("Strategic Services
Partner") to provide services to advance the business objectives of the Company in China and Southeast Asia. As consideration
for these services, the Company paid $2,300,000 (the "Fees"). The Fees are non-refundable and are not based on
performance by the Strategic Services Partner or milestones that must be reached by the Strategic Services Partner. Accordingly, if
the Strategic Services Partner fails to perform, or underperforms, under the Strategic Service Agreement, the Company would still be
obligated to pay the Fees and would not be entitled for any return of the Fees. Accordingly, the Company is without any ability to
get its money back if the Strategic Services Partner fails to perform, or underperforms. The requirement by the Company to pay the Fees under the Strategic Service Agreement, regardless of any milestones or
performance by Strategic Services Partner, and the non-refundable nature of such Fees could have a material negative impact on our
business, financial condition and operating results.

 Our
product candidates may cause serious adverse events, toxicities or other undesirable side effects when used alone or in combination with
other approved products or investigational new drugs that may result in a safety profile that could prevent regulatory approval, prevent
market acceptance, limit their commercial potential or result in significant negative consequences.

 We
are developing a novel biologically active small molecule for neurological disorders. As a result, there is uncertainty as to the safety
profile of the product candidates we are developing. In addition, our product candidates may be used in combination with certain other
therapies which may have undesirable side effects. If our product candidates are associated with undesirable side effects or have unexpected
characteristics in preclinical studies or clinical trials when used alone or in combination with other approved products or investigational
new drugs we may need to interrupt, delay or abandon their development or limit development to more narrow uses or subpopulations in
which the undesirable side effects or other characteristics are less prevalent, less severe or more acceptable from a risk-benefit perspective.
Treatment-related side effects could also affect patient recruitment or the ability of enrolled subjects to complete the trial or result
in potential product liability claims. Any of these occurrences may prevent us from achieving or maintaining market acceptance of the
affected product candidates and may harm our business, financial condition and prospects significantly.

 Patients
in our ongoing and planned clinical trials may in the future suffer other serious adverse events or other side effects not observed in
our preclinical studies or previous clinical trials. JOTROL or other product candidates may be used in pediatric populations for which
safety concerns may be particularly scrutinized by regulatory agencies. In addition, if JOTROL is studied in combination with other therapies,
it may exacerbate adverse events associated with the therapy. Patients treated with JOTROL or our other product candidates may also be
undergoing other therapies which can cause side effects or adverse events that are unrelated to our product candidates but may still
impact the success of our clinical trials. The inclusion of critically ill patients in our clinical trials may result in deaths or other
adverse medical events due to other therapies or medications that such patients may be using or due to the gravity of such patients'
illnesses. For example, it is expected that some of the patients enrolled in our JOTROL clinical trial will die or experience major clinical
events either during the course of our clinical trials or after participating in such trials.

 If
further serious adverse events or other side effects are observed in any of our current or future clinical trials, we may have difficulty
recruiting patients to the clinical trials, patients may drop out of our trials, or we may be required to abandon the trials or our development
efforts of that product candidate altogether. We, the FDA, EMA, other comparable regulatory authorities or an IRB may suspend clinical
trials of a product candidate at any time for various reasons, including a belief that subjects in such trials are being exposed to unacceptable
health risks or adverse side effects. Some potential therapeutics developed in the biotechnology industry that initially showed therapeutic
promise in early-stage trials have later been found to cause side effects that prevented their further development. Even if the side
effects do not preclude the product candidate from obtaining or maintaining marketing approval, undesirable side effects may inhibit
market acceptance due to its tolerability versus other therapies. Any of these developments could materially harm our business, financial
condition and prospects. Further, if any of our product candidates obtains marketing approval, toxicities associated with such product
candidates previously not seen during clinical testing may also develop after such approval and lead to a requirement to conduct additional
clinical safety trials, additional contraindications, warnings and precautions being added to the drug label, significant restrictions
on the use of the product or the withdrawal of the product from the market. We cannot predict whether our product candidates will cause
toxicities in humans that would preclude or lead to the revocation of regulatory approval based on preclinical studies or early-stage
clinical trials.

 The
outcome of preclinical testing and early clinical trials may not be predictive of the success of later clinical trials, and the results
of our clinical trials may not satisfy the requirements of the FDA, EMA or other comparable foreign regulatory authorities.

 We
will be required to demonstrate with substantial evidence through well-controlled clinical trials that our product candidates are safe
and effective for use in a diverse population before we can seek marketing approvals for their commercial sale. Success in preclinical
studies and early-stage clinical trials does not mean that future clinical trials will be successful. For instance, we do not know whether
JOTROL will perform in current or future clinical trials as JOTROL has performed in preclinical studies or earlier clinical trials. Product
candidates in clinical trials may fail to demonstrate sufficient safety and efficacy to the satisfaction of the FDA, EMA and other comparable
foreign regulatory authorities despite having progressed through preclinical studies. Regulatory authorities may also limit the scope
of later-stage trials until we have demonstrated satisfactory safety, which could delay regulatory approval, limit the size of the patient
population to which we may market our product candidates, or prevent regulatory approval.

 In
some instances, there can be significant variability in safety and efficacy results between different clinical trials of the same product
candidates due to numerous factors, including changes in trial protocols, differences in size and type of the patient populations, differences
in and adherence to the dose and dosing regimen and other trial protocols and the rate of dropout among clinical trial participants.
Patients treated with our product candidates may also be undergoing other therapies and may be using other approved products or investigational
new drugs, which can cause side effects or adverse events that are unrelated to our product candidates. As a result, assessments of efficacy
can vary widely for a particular patient, and from patient to patient and site to site within a clinical trial. This subjectivity can
increase the uncertainty of, and adversely impact, our clinical trial outcomes.

 We
do not know whether any clinical trials we may conduct will demonstrate consistent or adequate efficacy and safety sufficient to obtain
approval to market any of our product candidates.

 If
we experience delays or difficulties in the enrollment and/or maintenance of patients in clinical trials, our regulatory submissions
or receipt of necessary marketing approvals could be delayed or prevented.

 We
may not be able to initiate or continue clinical trials for our product candidates if we are unable to locate and enroll a sufficient
number of eligible patients to participate in these trials to such trial's conclusion as required by the FDA, EMA or other comparable
foreign regulatory authorities. Patient enrollment is a significant factor in the timing of clinical trials. Our ability to enroll eligible
patients may be limited or may result in slower enrollment than we anticipate.

 We
may encounter difficulties in identifying and enrolling subjects with a stage of disease appropriate for our planned clinical trials
and monitoring such subjects adequately during and after treatment. We may not be able to initiate or continue clinical trials if we
are unable to locate a sufficient number of eligible subjects to participate in the clinical trials required by the FDA or comparable
foreign regulatory authorities. In addition, the process of finding and diagnosing subjects may prove costly. Further, the treating physicians
in our clinical trials may also use their medical discretion in advising patients enrolled in our clinical trials to withdraw from our
studies to try alternative therapies.

 We
expect patient enrollment to be affected because our competitors have ongoing clinical trials for programs that are under development
for the same indications as our product candidates, and patients who would otherwise be eligible for our clinical trials could instead
enroll in clinical trials of our competitors' programs. Patient enrollment for our current or any future clinical trials may be
affected by other factors, including:

 size
 and nature of the patient population;

 perceived
 risks and benefits of novel, unproven approaches;

 severity
 of the disease under investigation;

 availability
 and efficacy of approved drugs for the disease under investigation;

 patient
 eligibility criteria for the trial in question as defined in the protocol;

 perceived
 risks and benefits of the product candidates under study;

 clinicians'
 and patients' perceptions as to the potential advantages of the product candidates being studied in relation to other available
 therapies, including any new products that may be approved or other product candidates being investigated for the indications we
 are investigating;

 patient
 referral practices of physicians;

 the
 ability to monitor patients adequately during and after treatment;

 the
 activities of key opinion leaders (KOLs) and patient advocacy groups;

 proximity
 and availability of clinical trial sites for prospective patients; and

 the
 risk that patients enrolled in clinical trials will drop out of the trials before completion or, because they may have an advanced
 disease, will not survive the full terms of the clinical trials.

 Our
inability to enroll a sufficient number of patients for our clinical trials would result in significant delays or may require us to abandon
one or more clinical trials altogether. Enrollment delays in our clinical trials may result in increased development costs for our product
candidates and jeopardize our ability to obtain marketing approval for the sale of our product candidates. Furthermore, even if we are
able to enroll a sufficient number of patients for our clinical trials, we may have difficulty maintaining participation in our clinical
trials through the treatment and any follow-up periods.

 We
have limited resources and are currently focusing the majority of our efforts on developing JOTROL for particular indications. As a result,
we may fail to capitalize on other indications or product candidates that may ultimately have proven to be more profitable.

 We
are currently focusing the majority of our resources and efforts on developing JOTROL. As a result, because we have limited resources,
we may forgo or delay the pursuit of opportunities for other indications or with other product candidates that may have greater commercial
potential. Our resource allocation decisions may cause us to fail to capitalize on viable commercial drugs or profitable market opportunities.
Our spending on current and future research and development activities for JOTROL may not yield any commercially viable products. If
we do not accurately evaluate the commercial potential or target markets for JOTROL, we may relinquish valuable rights to our product
candidates or programs through collaboration, licensing or other strategic arrangements in cases in which it would have been more advantageous
for us to retain sole development and commercialization rights to such product candidates or program.

 We
face significant competition and if our competitors develop and market technologies or products more rapidly than we do or that are more
effective, safer or less expensive than the products we develop, our commercial opportunities will be negatively impacted.

 The
biotechnology and biopharmaceutical industries are characterized by rapidly advancing technologies, intense competition and a strong
emphasis on proprietary and novel products and product candidates. Our competitors have developed, are developing or may develop products,
product candidates and processes competitive with our product candidate. Any product candidates that we successfully develop and commercialize
will compete with existing therapies and new therapies that may become available in the future. We believe that a significant number
of products are currently under development, and may become commercially available in the future, for the treatment of conditions for
which we may attempt to develop product candidates.

 We
have competitors both in the United States and internationally, including major multinational pharmaceutical companies, established biotechnology
companies, specialty pharmaceutical companies, emerging and start-up companies, universities and other research institutions. We also
compete with other organizations to recruit management, scientists and clinical development personnel, which could negatively affect
our level of expertise and our ability to execute our business plan. We will also face competition in establishing clinical trial sites,
enrolling subjects for clinical trials and in identifying and in-licensing new product candidates.

 We
expect to face competition from existing products and products in development for each of our programs. Many of these current and potential
competitors have significantly greater financial, manufacturing, marketing, drug development, technical and human resources and commercial
expertise than we do. Large pharmaceutical and biotechnology companies, in particular, have extensive experience in clinical testing,
obtaining regulatory approvals, recruiting patients and manufacturing biotechnology products. These companies also have significantly
greater research and marketing capabilities than we do and may also have products that have been approved or are in late stages of development,
and collaborative arrangements in our target markets with leading companies and research institutions. Established pharmaceutical and
biotechnology companies may also invest heavily to accelerate discovery and development of novel compounds or to in-license novel compounds
that could make the product candidates that we develop obsolete. Smaller or early-stage companies may also prove to be significant competitors,
particularly through collaborative arrangements with large and established companies, as well as in acquiring technologies complementary
to, or necessary for, our programs. As a result of all of these factors, our competitors may succeed in obtaining approval from the FDA,
EMA or other comparable foreign regulatory authorities or in discovering, developing and commercializing products in our field before
we do.

 Our
commercial opportunity could be reduced or eliminated if our competitors develop and commercialize products that are safer, more effective,
have fewer side effects, are more convenient, have a broader label, are marketed more effectively, are more widely reimbursed or are
less expensive than any products that we may develop. Our competitors also may obtain marketing approval from the FDA, EMA or other comparable
foreign regulatory authorities for their products more rapidly than we may obtain approval for ours, which could result in our competitors
establishing a strong market position before we are able to enter the market. Even if the product candidates we develop achieve marketing
approval, they may be priced at a significant premium over competitive products if any have been approved by then, resulting in reduced
competitiveness. Technological advances or products developed by our competitors may render our technologies or product candidates obsolete,
less competitive or not economical. If we are unable to compete effectively, our opportunity to generate revenue from the sale of our
products we may develop, if approved, could be adversely affected.

 Interim,
topline and preliminary data from our clinical trials that we announce or publish may change as more patient data become available and
are subject to audit and verification procedures that could result in material changes in the final data.

 From
time to time, we may publicly disclose preliminary, interim or topline data from our clinical trials, such as the interim data from our
Phase I clinical trial of JOTROL. These interim updates are based on a preliminary analysis of then-available data, and the results and
related findings and conclusions are subject to change following a more comprehensive review of the data related to the particular study
or trial. We also make assumptions, estimations, calculations and conclusions as part of our analyses of data, and we may not have received
or had the opportunity to fully and carefully evaluate all data. As a result, the topline results that we report may differ from future
results of the same studies, or different conclusions or considerations may qualify such results, once additional data have been received
and fully evaluated. Topline data also remain subject to audit and verification procedures that may result in the final data being materially
different from the preliminary data we previously published. As a result, topline data should be viewed with caution until the final
data are available. In addition, we may report interim analyses of only certain endpoints rather than all endpoints. Interim data from
clinical trials that we may complete are subject to the risk that one or more of the clinical outcomes may materially change as patient
enrollment continues and more patient data become available. Adverse changes between interim data and final data could significantly
harm our business and prospects. Further, additional disclosure of interim data by us or by our competitors in the future could result
in volatility in the price of our securities.

 Further,
others, including regulatory agencies, may not accept or agree with our assumptions, estimates, calculations, conclusions or analyses
or may interpret or weigh the importance of data differently, which could impact the value of the particular program, the approvability
or commercialization of the particular product candidates or product and our company in general. In addition, the information we choose
to publicly disclose regarding a particular study or clinical trial is based on what is typically extensive information, and you or others
may not agree with what we determine is material or otherwise appropriate information to include in our disclosure. If the preliminary
or topline data that we report differ from late, final or actual results, or if others, including regulatory authorities, disagree with
the conclusions reached, our ability to obtain approval for, and commercialize, JOTROL or any other product candidates may be harmed,
which could harm our business, financial condition, results of operations and prospects.

 We
may not be successful in our efforts to develop our proprietary drug delivery platform to build a pipeline of indications.

 A
key element of our strategy is to leverage our proprietary drug delivery platform and our ability to expand our pipeline of indications.
We are leveraging our proprietary drug delivery platform and capabilities to create precision medicines for neurological disorders with
high levels of unmet need. Although our research and development efforts to date have resulted in a pipeline product candidate JOTROL,
this product candidate may not be safe and effective. In addition, although we expect that our proprietary drug delivery platform will
allow us to develop a diverse pipeline across multiple therapeutic areas, we may not prove to be successful at doing so. Furthermore,
we may also find that the uses of our proprietary drug delivery platform are limited because alternative uses of our therapeutics prove
not to be safe or effective. Even if we are successful in building our pipeline, JOTROL may not be suitable for clinical development,
including as a result of being shown to have harmful side effects or other characteristics that indicate that they are unlikely to receive
marketing approval or achieve market acceptance. Further, because our product candidate and development programs are based on our proprietary
drug delivery platform, adverse developments with respect to one of our programs may have a significant adverse impact on the actual
or perceived likelihood of success and value of our other programs.

 In
addition, the biotechnology and pharmaceutical industries are characterized by rapidly advancing technologies. Our future success will
depend in part on our ability to maintain a competitive position with our approach. If we fail to stay at the forefront of technological
change in utilizing our proprietary drug delivery platform to create and develop product candidates, we may be unable to compete effectively.
Our competitors may render our approach obsolete or limit the commercial value of our product candidates, by advances in existing technological
approaches or the development of new or different approaches, potentially eliminating the advantages in our drug delivery process that
we believe we derive from our research approach and proprietary technologies. By contrast, adverse developments with respect to other
companies that attempt to use a similar approach to our approach may adversely impact the actual or perceived value of our proprietary
drug delivery platform and potential of our product candidates. If any of these events occur, we may be forced to abandon our development
efforts for a program or programs, which would have a material adverse effect on our business and could potentially cause us to cease
operations.

 We
may develop JOTROL and potentially other programs in combination with other therapies, which would expose us to additional risks.

 We
may develop JOTROL and potentially other programs, in combination with one or more currently approved therapies or therapies in development.
Patients may not be able to tolerate JOTROL or any other product candidates in combination with other therapies or dosing of JOTROL in
combination with other therapies may have unexpected consequences. Even if any of our product candidates were to receive marketing approval
or be commercialized for use in combination with other existing therapies, we would continue to be subject to the risks that the FDA,
EMA or other comparable foreign regulatory authorities could revoke approval of the therapy used in combination with any of our product
candidates, or safety, efficacy, manufacturing or supply issues could arise with these existing therapies. In addition, it is possible
that existing therapies with which our product candidates are approved for use could themselves fall out of favor. This could result
in the need to identify other combination therapies for our product candidates or our own products being removed from the market or being
less successful commercially.

 We
may also evaluate our product candidates in combination with one or more other therapies that have not yet been approved for marketing
by the FDA, EMA or comparable foreign regulatory authorities. We will not be able to market and sell any product candidates in combination
with any such unapproved therapies that do not ultimately obtain marketing approval.

 If
the FDA, EMA or other comparable foreign regulatory authorities do not approve or revoke their approval of these other therapies, or
if safety, efficacy, commercial adoption, manufacturing or supply issues arise with the therapies we may choose to evaluate in combination
with JOTROL or any other product candidate, we may be unable to obtain approval of or successfully market any one or all of the product
candidates we develop.

if the third-party providers of therapies or therapies in development used in combination with our product candidates are unable to produce
sufficient quantities for clinical trials or for commercialization of our product candidate, or if the cost of combination therapies
are prohibitive, our development and commercialization efforts would be impaired, which would have an adverse effect on our business,
financial condition, results of operations and growth prospects.

 The
manufacture of drugs is complex, and our third-party manufacturers may encounter difficulties in production. If any of our third-party
manufacturers encounter such difficulties, our ability to provide adequate supply of our product candidates for clinical trials or our
products for patients, if approved, could be delayed or prevented.

 Manufacturing
drugs, especially in large quantities, is complex and may require the use of innovative technologies. Each lot of an approved drug product
must undergo thorough testing for identity, strength, quality, purity and potency. Manufacturing drugs requires facilities specifically
designed for and validated for this purpose, as well as sophisticated quality assurance and quality control procedures. Slight deviations
anywhere in the manufacturing process, including filling, labeling, packaging, storage and shipping and quality control and testing,
may result in lot failures or product recalls. When changes are made to the manufacturing process, we may be required to provide preclinical
and clinical data showing the comparable quality and efficacy of the products before and after such changes. If our third-party manufacturers
are unable to produce sufficient quantities for clinical trials or for commercialization as a result of these challenges, or otherwise,
our development and commercialization efforts would be impaired, which would have an adverse effect on our business, financial condition,
results of operations and growth prospects.

 Our
product candidates may not achieve adequate market acceptance among physicians, patients, healthcare payors and others in the medical
community necessary for commercial success.

 Even
if our product candidates receive regulatory approval, they may not gain adequate market acceptance among physicians, patients, third-party
payors and others in the medical community. The degree of market acceptance of any of our approved product candidates will depend on
a number of factors, including:

 the
 efficacy and safety profile as demonstrated in clinical trials compared to alternative treatments;

 the
 timing of market introduction of the product candidates as well as competitive products;

 the
 clinical indications for which a product candidate is approved;

 restrictions
 on the use of product candidates in the labeling approved by regulatory authorities, such as boxed warnings or contraindications
 in labeling, or a risk evaluation and mitigation strategy, if any, which may not be required of alternative treatments and competitor
 products;

 the
 potential and perceived advantages of our product candidates over alternative treatments;

 the
 cost of treatment in relation to alternative treatments;

 the
 availability of an approved product candidate for use as a combination therapy;

 relative
 convenience and ease of administration;

 the
 willingness of the target patient population or their caregivers to try new therapies and of physicians to prescribe these therapies;

 the
 availability of coverage and adequate reimbursement by third-party payors, including government authorities;

 patients'
 willingness to pay for these therapies in the absence of such coverage and adequate reimbursement;

 the
 effectiveness of sales and marketing efforts;

 support
 from KOLs and patient advocacy groups;

 unfavorable
 publicity relating to our product candidates; and

 the
 approval of other new therapies for the same indications.

 If
any of our product candidates are approved but do not achieve an adequate level of acceptance by physicians, hospitals, healthcare payors
and patients, we may not generate or derive sufficient revenue from that product candidate and our financial results could be negatively
impacted.

 The
patient population suffering from MPS I, Friedreich's ataxia, and MELAS is small and has not been established with precision. If
the actual number of patients is smaller than we estimate, our revenue and ability to achieve profitability may be adversely affected.
Because the target patient populations of our programs are small and the addressable patient population may be even smaller, we must
be able to successfully identify patients and capture a significant market share to achieve profitability and growth.

 MPS
I, Friedreich's ataxia, and MELAS are rare, genetic neuromuscular disorders. We estimate that MPS I occurs in approximately one
in every 100,000 live births and that the patient population is approximately 2,000 to 3,000 in the United States and approximately 4,000
in Europe. Friedreich's ataxia has a higher incidence of approximately 1 in every 50,000 live births. We estimate there are between
5,000 and 6,000 patients with Friedreich's ataxia in the United States, with slightly higher patient population estimated in Europe.
MELAS is one of the most common mitochondrial diseases, with an estimated incidence of 1 in 4000. We estimate that there are approximately
80,000 patients with MELAS in the United States.

 Our
estimates of the size of these patient populations are based on published studies. Given the small number of patients who have the diseases
that we are targeting, it is critical to our ability to grow and become profitable that we continue to successfully identify patients
with these rare diseases. The effort to identify patients with diseases we seek to treat is in early stages, and we cannot accurately
predict the number of patients for whom treatment might be possible. Various factors may decrease the market size of our product and
product candidates, including the severity of the disease, patient demographics and the response of patients' immune systems to
our product candidates. If the results of these studies or our analysis of them do not accurately reflect the relevant patient population,
our assessment of the market may be inaccurate, making it difficult or impossible for us to meet our revenue goals, or to obtain and
maintain profitability.

the potentially addressable patient population for each of our product candidates may be limited or may not be amenable to treatment
with our product candidates, and new patients may become increasingly difficult to identify or gain access to, which would adversely
affect our results of operations and our business. Further, even if we obtain significant market share for our product candidates, because
the potential target populations are very small, we may never achieve profitability despite obtaining such significant market share.

 Any
product candidates we develop may become subject to unfavorable third-party coverage and reimbursement practices, as well as pricing
regulations.

 The
availability and extent of coverage and adequate reimbursement by third-party payors including government health administration authorities,
private health coverage insurers, managed care organizations and other third-party payors is essential for most patients to be able to
afford expensive treatments. The initial targets in our pipeline are indications with small patient populations. For product candidates
that are designed to treat smaller patient populations to be commercially viable, the reimbursement for such product candidates must
be higher, on a relative basis, to account for the lack of volume. Accordingly, we will need to implement a coverage and reimbursement
strategy for any approved product candidate that accounts for the smaller potential market size.

 Sales
of any of our product candidates that receive marketing approval will depend substantially, both in the United States and internationally,
on the extent to which the costs of such product candidates will be covered and reimbursed by third-party payors. If reimbursement is
not available, or is available only to limited levels, we may not be able to successfully commercialize our product candidates. Even
if coverage is provided, the approved reimbursement amount may not be high enough to allow us to establish or maintain pricing sufficient
to realize an adequate return on our investment. Coverage and reimbursement may impact the demand for, or the price of, any product candidate
for which we obtain marketing approval. If coverage and reimbursement are not available or reimbursement is available only to limited
levels, we may not successfully commercialize any product candidate for which we obtain marketing approval.

 There
is significant uncertainty related to third-party payor coverage and reimbursement of newly approved products. In the United States,
for example, principal decisions about reimbursement for new products are typically made by the Centers for Medicare & Medicaid Services
(CMS), an agency within the U.S. Department of Health and Human Services (HHS). CMS decides whether and to what extent a new product
will be covered and reimbursed under Medicare, and private third-party payors often follow CMS's decisions regarding coverage and
reimbursement to a substantial degree. However, one third-party payor's determination to provide coverage for a product candidate
does not assure that other payors will also provide coverage for the product candidate or at the same level of reimbursement. As a result,
the coverage determination process is often time-consuming and costly. This process will require us to provide scientific and clinical
support for the use of our products to each third-party payor separately, with no assurance that coverage and adequate reimbursement
will be applied consistently or obtained in the first instance.

 Increasingly,
third-party payors are requiring that drug companies provide them with predetermined discounts from list prices and are challenging the
prices charged for medical products. Further, such payors are increasingly challenging the price, examining the medical necessity and
reviewing the cost effectiveness of medical product candidates. There may be especially significant delays in obtaining coverage and
reimbursement for newly approved drugs. Third-party payors may limit coverage to specific product candidates on an approved list, known
as a formulary, which might not include all FDA-approved drugs for a particular indication. We may need to conduct expensive pharmaco-economic
studies to demonstrate the medical necessity and cost effectiveness of our products. Nonetheless, our product candidates may not be considered
medically necessary or cost effective. We cannot be sure that coverage and reimbursement will be available for any product that we commercialize
and, if reimbursement is available, what the level of reimbursement will be.

 Outside
the United States, the commercialization of therapeutics is generally subject to extensive governmental price controls and other market
regulations, and we believe the increasing emphasis on cost containment initiatives in Europe, Canada and other countries has and will
continue to put pressure on the pricing and usage of therapeutics such as our product candidates. In many countries, particularly the
countries of the European Union (EU), medical product prices are subject to varying price control mechanisms as part of national health
systems. In these countries, pricing negotiations with governmental authorities can take considerable time after a product receives marketing
approval. To obtain reimbursement or pricing approval in some countries, we may be required to conduct a clinical trial that compares
the cost-effectiveness of our product candidate to other available therapies. In general, product prices under such systems are substantially
lower than in the United States. Other countries allow companies to fix their own prices for products but monitor and control company
profits. Additional foreign price controls or other changes in pricing regulation could restrict the amount that we are able to charge
for our product candidates. Accordingly, in markets outside the United States, the reimbursement for our products may be reduced compared
with the United States and may be insufficient to generate commercially reasonable revenue and profits.

 If
we are unable to establish or sustain coverage and adequate reimbursement for any product candidates from third-party payors, the adoption
of those products and sales revenue will be adversely affected, which, in turn, could adversely affect the ability to market or sell
those product candidates, if approved. Coverage policies and third-party payor reimbursement rates may change at any time. Even if favorable
coverage and reimbursement status is attained for one or more products for which we receive regulatory approval, less favorable coverage
policies and reimbursement rates may be implemented in the future.

 Our
business entails a significant risk of product liability and if we are unable to obtain sufficient insurance coverage, such inability
could have an adverse effect on our business and financial condition. If product liability lawsuits are brought against us, we may incur
substantial liabilities and may be required to limit commercialization of our products.

 Our
business exposes us to significant product liability risks inherent in the development, testing, manufacturing and marketing of therapeutic
treatments. We currently have product liability insurance that we believe is appropriate for our stage of development and may need to
obtain higher levels prior to marketing any of our product candidates, if approved. Any insurance we have or may obtain may not provide
sufficient coverage against potential liabilities. Furthermore, clinical trial and product liability insurance is becoming increasingly
expensive. As a result, we may be unable to obtain sufficient insurance at a reasonable cost to protect us against losses caused by product
liability claims that could have an adverse effect on our business and financial condition. Also, our insurance policies may have various
exclusions, and we may be subject to a product liability claim for which we have no coverage. We may have to pay any amounts awarded
by a court or negotiated in a settlement that exceed our coverage limitations or that are not covered by our insurance, and we may not
have, or be able to obtain, sufficient capital to pay such amounts. Even if our agreements with any future corporate collaborators entitle
us to indemnification against losses, such indemnification may not be available or adequate should any claim arise.

 We
may be sued if any of our product candidates cause or are perceived to cause injury or are found to be otherwise unsuitable during clinical
testing, manufacturing, marketing, or sale post-approval. Any such product liability claims may include allegations of defects in manufacturing,
defects in design, a failure to warn of dangers inherent in the product, negligence, strict liability, or a breach of warranties. Claims
could also be asserted under state consumer protection laws. If we cannot successfully defend ourselves against product liability claims,
we may incur substantial liabilities or be required to limit testing and commercialization of our products. Even successful defense would
require significant financial and management resources.

 Regardless
of the merits or eventual outcome, liability claims may result in:

 delays
 in the development of our product candidates;

 FDA,
 EMA or other regulatory authority investigation of the safety and effectiveness of our products, our manufacturing processes and
 facilities or our marketing programs;

 decreased
 or interrupted demand for our products;

 injury
 to our reputation;

 withdrawal
 of clinical trial participants and inability to continue clinical trials;

 initiation
 of investigations by regulators;

 costs
 to defend the related litigation;

 a
 diversion of management's time and our resources;

 substantial
 monetary awards to trial participants or patients;

 product
 recalls, withdrawals or labeling, marketing, or promotional restrictions;

 loss
 of revenue;

 exhaustion
 of any available insurance and our capital resources; and

 the
 inability to commercialize any products.

 Risks
Related to Regulatory Approval and Other Legal Compliance Matters

 The
regulatory approval processes of the FDA, EMA and other comparable foreign regulatory authorities are lengthy, time consuming and inherently
unpredictable. If we are ultimately unable to obtain regulatory approval of our product candidates, we will be unable to generate product
revenue and our business will be substantially harmed.

 Our
product candidates are and will continue to be subject to extensive governmental regulations relating to, among other things, research,
testing, development, manufacturing, safety, efficacy, approval, recordkeeping, reporting, labeling, storage, packaging, advertising
and promotion, pricing, marketing and distribution of drugs. Rigorous preclinical testing and clinical trials and an extensive regulatory
approval process must be successfully completed in the United States and in many foreign jurisdictions before a new drug can be approved
for marketing. Obtaining approval by the FDA, EMA and other comparable foreign regulatory authorities is costly, unpredictable, typically
takes many years following the commencement of clinical trials and depends upon numerous factors, including the type, complexity and
novelty of the product candidates involved. In addition, approval policies, regulations or the type and amount of clinical data necessary
to gain approval may change during the course of a product candidate's clinical development and may vary among jurisdictions, which
may cause delays in the approval or the decision not to approve an application. Regulatory authorities have substantial discretion in
the approval process and may refuse to accept any application or may decide that our data are insufficient for approval and require additional
preclinical, clinical or other data. Even if we eventually complete clinical testing and receive approval for our product candidates,
the FDA, EMA and other comparable foreign regulatory authorities may approve our product candidates for a more limited indication or
a narrower patient population than we originally requested or may impose other prescribing limitations or warnings that limit the product's
commercial potential. We have not submitted for, or obtained, regulatory approval for any product candidate, and it is possible that
none of our product candidates will ever obtain regulatory approval. Further, development of our product candidates and/or regulatory
approval may be delayed for reasons beyond our control. We cannot provide any assurance that any product candidates we may develop will
progress through required clinical testing and obtain the regulatory approvals necessary for us to begin selling them.

 We
have not conducted, managed or completed large-scale or pivotal clinical trials nor managed the regulatory approval process with the
FDA or any other regulatory authority. Applications for our product candidates could fail to receive regulatory approval for many reasons,
including the following:

 the
 FDA, EMA or other comparable foreign regulatory authorities may disagree with the design, implementation or results of our clinical
 trials;

 the
 FDA, EMA or other comparable foreign regulatory authorities may determine that our product candidates are not safe and effective,
 are only moderately effective or have undesirable or unintended side effects, toxicities or other characteristics that preclude our
 obtaining marketing approval or prevent or limit commercial use;

 the
 population studied in the clinical trial may not be sufficiently broad or representative to assure efficacy and safety in the full
 population for which we seek approval;

 the
 FDA, EMA or other comparable foreign regulatory authorities may disagree with our interpretation of data from preclinical studies
 or clinical trials;

 we
 may be unable to demonstrate to the FDA, EMA or other comparable foreign regulatory authorities that our product candidate's
 risk-benefit ratio for its proposed indication is acceptable;

 the
 FDA, EMA or other comparable foreign regulatory authorities may fail to approve the manufacturing processes, test procedures and
 specifications or facilities of third-party manufacturers with which we contract for clinical and commercial supplies; and

 the
 approval policies or regulations of the FDA, EMA or other comparable foreign regulatory authorities may significantly change in a
 manner rendering our clinical data insufficient for approval.

 This
lengthy approval process, as well as the unpredictability of the results of clinical trials, may result in our failing to obtain regulatory
approval to market any of our product candidates, which would significantly harm our business, results of operations and prospects. Any
delay or failure in seeking or obtaining required approvals would have a material and adverse effect on our ability to generate revenue
from any particular product candidates we are developing and for which we are seeking approval. Furthermore, any regulatory approval
to market a drug may be subject to significant limitations on the approved uses or indications for which we may market, promote and advertise
the drug or the labeling or other restrictions. In addition, the FDA has the authority to require a Risk Evaluation and Mitigation Strategy
(REMS) plan as part of approving an NDA, or after approval, which may impose further requirements or restrictions on the distribution
or use of an approved drug. These requirements or restrictions might include limiting prescribing to certain physicians or medical centers
that have undergone specialized training, limiting treatment to patients who meet certain safe-use criteria and requiring treated patients
to enroll in a registry. These limitations and restrictions may significantly limit the size of the market for the drug and affect reimbursement
by third-party payors.

 We
are also subject to numerous foreign regulatory requirements governing, among other things, the conduct of clinical trials, manufacturing
and marketing authorization, pricing and third-party reimbursement. The foreign regulatory approval process varies among countries, and
generally includes all of the risks associated with FDA and EMA approval described above as well as risks attributable to the satisfaction
of local regulations in foreign jurisdictions. Moreover, the time required to obtain approval may differ from that required to obtain
FDA approval.

 The
FDA, EMA and other comparable foreign regulatory authorities may not accept data from trials conducted in locations outside of their
jurisdiction.

 Our
ongoing clinical trials are being undertaken in the United States. We may choose to conduct additional clinical trials internationally.
The acceptance of study data by the FDA, EMA or other comparable foreign regulatory authority from clinical trials conducted outside
of their respective jurisdictions may be subject to certain conditions. In cases where data from United States clinical trials are intended
to serve as the basis for marketing approval in the foreign countries outside the United States, the standards for clinical trials and
approval may be different. There can be no assurance that any United States or foreign regulatory authority would accept data from trials
conducted outside of its applicable jurisdiction. If the FDA, EMA or any applicable foreign regulatory authority does not accept such
data, it would result in the need for additional trials, which would be costly and time-consuming and delay aspects of our business plan,
and which may result in our product candidates not receiving approval or clearance for commercialization in the applicable jurisdiction.

 Obtaining
and maintaining regulatory approval of our product candidates in one jurisdiction does not mean that we will be successful in obtaining
regulatory approval of our product candidates in other jurisdictions.

 Obtaining
and maintaining regulatory approval of our product candidates in one jurisdiction does not guarantee that we will be able to obtain or
maintain regulatory approval in any other jurisdiction. For example, even if the FDA or EMA grants marketing approval of a product candidate,
comparable regulatory authorities in foreign jurisdictions must also approve the manufacturing, marketing and promotion and reimbursement
of the product candidate in those countries. However, a failure or delay in obtaining regulatory approval in one jurisdiction may have
a negative effect on the regulatory approval process in others. Approval procedures vary among jurisdictions and can involve requirements
and administrative review periods different from those in the United States, including additional preclinical studies or clinical trials
as clinical trials conducted in one jurisdiction may not be accepted by regulatory authorities in other jurisdictions. In many jurisdictions
outside the United States, a product candidate must be approved for reimbursement before it can be approved for sale in that jurisdiction.
In some cases, the price that we intend to charge for our products is also subject to approval.

 Obtaining
foreign regulatory approvals and establishing and maintaining compliance with foreign regulatory requirements could result in significant
delays, difficulties and costs for us and could delay or prevent the introduction of our products in certain countries. If we or any
future collaborator fail to comply with the regulatory requirements in international markets or fail to receive applicable marketing
approvals, our target market will be reduced and our ability to realize the full market potential of our potential product candidates
will be harmed.

 The
regulatory approval processes for product candidates that target rare diseases, including MPS I, Friedreich's ataxia, and MELAS
are uncertain.

 Due
to the lack of precedent, broad discretion of regulatory authorities, and a multitude of unique factors that impact the regulatory approval
process, the likelihood of the approval of any of our product candidates that target rare diseases, such as MPS I, Friedreich's
ataxia, and MELAS is uncertain, and we may not be able to anticipate, prepare for or satisfy requests or requirements from regulatory
authorities, including completing and submitting planned Investigational New Drug (IND) and new drug applications (NDA) for our product
candidates, in a timely manner, or at all. For example, MPS I is a rare disease for which there is only one FDA approved therapeutics.
In addition, no therapies are currently approved for MELAS in the United States or the EU. Further, the FDA may determine, after evaluation
of our data and analyses, that such data and analyses do not support an NDA submission, filing or approval. Due to this lack of predictability,
we may not have the resources necessary to meet regulatory requirements and successfully complete a potentially protracted, expensive
and wide-ranging approval process for commercialization of product candidates for rare diseases.

 Even
if our product candidates receive regulatory approval, they will be subject to significant post-marketing regulatory requirements and
oversight.

 Any
regulatory approvals that we may receive for our product candidates will require the submission of reports to regulatory authorities
and on-going surveillance to monitor the safety and efficacy of the product candidate, may contain significant limitations related to
use restrictions for specified age groups, warnings, precautions or contraindications, and may include burdensome post-approval study
or risk management requirements and regulatory inspection. For example, the FDA may require a REMS in order to approve our product candidates,
which could entail requirements for a medication guide, physician training and communication plans or additional elements to ensure safe
use, such as restricted distribution methods, patient registries and other risk minimization tools. In addition, if the FDA or foreign
regulatory authorities approve our product candidates, the manufacturing processes, labeling, packaging, distribution, adverse event
reporting, storage, advertising, promotion, import, export and recordkeeping for our product candidates will be subject to extensive
and ongoing regulatory requirements. These requirements include submissions of safety and other post-marketing information and reports,
registration, as well as on-going compliance with cGMPs and GCPs for any clinical trials that we conduct post-approval. In addition,
manufacturers of drug products and their facilities are subject to continual review and periodic, unannounced inspections by the FDA
and other regulatory authorities for compliance with cGMP regulations and standards. If we or a regulatory agency discover previously
unknown problems with a product, such as adverse events of unanticipated severity or frequency, or problems with the facilities where
the product is manufactured, a regulatory agency may impose restrictions on that product, the manufacturing facility or us, including
requiring recall or withdrawal of the product from the market or suspension of manufacturing. In addition, failure to comply with FDA,
EMA and other comparable foreign regulatory requirements may subject our company to administrative or judicially imposed sanctions, including:

 delays
 in or the rejection of product approvals;

 restrictions
 on our ability to conduct clinical trials, including full or partial clinical holds on ongoing or planned trials;

 restrictions
 on the products, manufacturers or manufacturing process;

 warning
 or untitled letters;

 civil
 and criminal penalties;

 injunctions;

 suspension
 or withdrawal of regulatory approvals;

 product
 seizures, detentions or import bans;

 voluntary
 or mandatory product recalls and publicity requirements;

 total
 or partial suspension of production; and

 imposition
 of restrictions on operations, including costly new manufacturing requirements.

 The
occurrence of any event or penalty described above may inhibit our ability to commercialize our product candidates, if approved, and
generate revenue. Furthermore, non-compliance by us or any future collaborator with regulatory requirements, including safety monitoring
and with requirements related to the development of products for the pediatric population can also result in significant financial penalties.

 We
may not be able to obtain orphan drug designation or obtain or maintain orphan drug exclusivity for our product candidates and, even
if we do, that exclusivity may not prevent the FDA, EMA or other comparable foreign regulatory authorities, from approving competing
products.

 Regulatory
authorities in some jurisdictions, including the United States and the EU, may designate drugs for relatively small patient populations
as orphan drugs. Under the Orphan Drug Act, the FDA may designate a product as an orphan drug if it is a drug intended to treat a rare
disease or condition, which is generally defined as a patient population of fewer than 200,000 individuals annually in the United States,
or a patient population greater than 200,000 in the United States where there is no reasonable expectation that the cost of developing
the drug will be recovered from sales in the United States. However, there can be no assurances that we will be able to obtain orphan
designations for our product candidates.

 In
the United States, orphan drug designation entitles a party to financial incentives such as opportunities for grant funding towards clinical
trial costs, tax advantages and user-fee waivers. In addition, if a product that has orphan drug designation subsequently receives the
first FDA approval for the disease for which it has such designation, the product is entitled to orphan drug exclusivity. Orphan drug
exclusivity in the United States provides that the FDA may not approve any other applications, including a full NDA, to market the same
drug for the same indication for seven years, except in limited circumstances. The applicable exclusivity period is 10 years in Europe.
The European exclusivity period can be reduced to six years if a drug no longer meets the criteria for orphan drug designation or if
the drug is sufficiently profitable so that market exclusivity is no longer justified.

 We
submitted a request to FDA and received orphan drug designation for Friedreich's ataxia. We intend to seek orphan drug designation
for JOTROL in MPS I and may seek orphan drug designation for other product candidates. Even if we obtain orphan drug designation for
a product candidate, we may not be able to obtain or maintain orphan drug exclusivity for that product candidate. We may not be the first
to obtain marketing approval of any product candidate for which we have obtained orphan drug designation for the orphan-designated indication
due to the uncertainties associated with developing pharmaceutical products. In addition, exclusive marketing rights in the United States
may be limited if we seek approval for an indication broader than the orphan-designated indication or may be lost if the FDA later determines
that the request for designation was materially defective or if we are unable to ensure that we will be able to manufacture sufficient
quantities of the product to meet the needs of patients with the rare disease or condition. Further, even if we obtain orphan drug exclusivity
for a product, that exclusivity may not effectively protect the product from competition because different drugs with different active
moieties may be approved for the same condition. Even after an orphan drug is approved, the FDA can subsequently approve the same drug
with the same active moiety for the same condition if the FDA concludes that the later drug is clinically superior in that it is shown
to be safer, more effective or makes a major contribution to patient care or the manufacturer of the product with orphan exclusivity
is unable to maintain sufficient product quantity. Orphan drug designation neither shortens the development time or regulatory review
time of a drug nor gives the product candidate any advantage in the regulatory review or approval process or entitles the product candidate
to priority review.

 Where
appropriate, we plan to secure approval from the FDA or comparable foreign regulatory authorities through the use of accelerated registration
pathways. If we are unable to obtain such approval, we may be required to conduct additional preclinical studies or clinical trials beyond
those that we contemplate, which could increase the expense of obtaining, and delay the receipt of, necessary marketing approvals. Even
if we receive accelerated approval from the FDA, if our confirmatory trials do not verify clinical benefit, or if we do not comply with
rigorous post-marketing requirements, the FDA may seek to withdraw accelerated approval.

 Where
possible, we plan to pursue accelerated development strategies in areas of high unmet need. We may seek an accelerated approval pathway
for our one or more of our product candidates. Under the accelerated approval provisions in the Federal Food, Drug, and Cosmetic Act,
and the FDA's implementing regulations, the FDA may grant accelerated approval to a product candidate designed to treat a serious
or life-threatening condition that provides meaningful therapeutic benefit over available therapies upon a determination that the product
candidate has an effect on a surrogate endpoint or intermediate clinical endpoint that is reasonably likely to predict clinical benefit.
The FDA considers a clinical benefit to be a positive therapeutic effect that is clinically meaningful in the context of a given disease,
such as irreversible morbidity or mortality. For the purposes of accelerated approval, a surrogate endpoint is a marker, such as a laboratory
measurement, radiographic image, physical sign, or other measure that is thought to predict clinical benefit, but is not itself a measure
of clinical benefit. An intermediate clinical endpoint is a clinical endpoint that can be measured earlier than an effect on irreversible
morbidity or mortality that is reasonably likely to predict an effect on irreversible morbidity or mortality or other clinical benefit.
The accelerated approval pathway may be used in cases in which the advantage of a new drug over available therapy may not be a direct
therapeutic advantage, but is a clinically important improvement from a patient and public health perspective. If granted, accelerated
approval is usually contingent on the sponsor's agreement to conduct, in a diligent manner, additional post-approval confirmatory
studies to verify and describe the drug's clinical benefit. If such post-approval studies fail to confirm the drug's clinical
benefit, the FDA may withdraw its approval of the drug.

 Prior
to seeking such accelerated approval, we will seek feedback from the FDA and will otherwise evaluate our ability to seek and receive
such accelerated approval. There can be no assurance that after our evaluation of the feedback and other factors we will decide to pursue
or submit an NDA for accelerated approval or any other form of expedited development, review or approval. Similarly, there can be no
assurance that after subsequent FDA feedback we will continue to pursue or apply for accelerated approval or any other form of expedited
development, review or approval, even if we initially decide to do so. Furthermore, if we decide to submit an application for accelerated
approval or under another expedited regulatory designation (e.g., breakthrough therapy designation), there can be no assurance that such
submission or application will be accepted or that any expedited development, review or approval will be granted on a timely basis, or
at all. The FDA or other comparable foreign regulatory authorities could also require us to conduct further studies prior to considering
our application or granting approval of any type. A failure to obtain accelerated approval or any other form of expedited development,
review or approval for our product candidate would result in a longer time period to commercialization of such product candidate, could
increase the cost of development of such product candidate and could harm our competitive position in the marketplace.

 We
may face difficulties from changes to current regulations and future legislation.

 Existing
regulatory policies may change, and additional government regulations may be enacted that could prevent, limit or delay regulatory approval
of our product candidates. We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation
or administrative action, either in the United States or abroad. If we are slow or unable to adapt to changes in existing requirements
or the adoption of new requirements or policies, or if we are not able to maintain regulatory compliance, we may lose any marketing approval
that we may have obtained, and we may not achieve or sustain profitability.

 We
also cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or administrative
or executive action, either in the United States or abroad. For example, certain policies of the current U.S. administration may impact
our business and industry, which could impose significant burdens on, or otherwise materially delay, the FDA's ability to engage
in routine regulatory and oversight activities such as implementing statutes through rulemaking, issuance of guidance, and review and
approval of marketing applications. It is difficult to predict how current and future legislation, executive actions, and litigation,
including the executive orders referenced below, will be implemented, and the extent to which they will impact our business, our clinical
development, and the FDA's and other agencies' ability to exercise their regulatory authority, including FDA's pre-approval
inspection and timely review of any regulatory filings or applications we submit to the FDA. If these executive actions impose constraints
on FDA's ability to engage in oversight and implementation activities in the normal course or constraints on our business operations,
including operations of our contractors, our business may be negatively impacted.

 For
example, in March 2010, the Patient Protection and Affordable Care Act of 2010, as amended by the Health Care and Education Reconciliation
Act of 2010 (collectively, the ACA), was passed, which substantially changed the way healthcare is financed by both the government and
private insurers, and continues to significantly impact the U.S. pharmaceutical industry. Since its enactment, there have been judicial
and Congressional challenges to certain aspects of the ACA. For example, various portions of the ACA are currently undergoing legal and
constitutional challenges in the United States Supreme Court. Although the Supreme Court has not yet ruled on the constitutionality of
the ACA, on January 28, 2021, President Biden issued an executive order to initiate a special enrollment period from February 15, 2021
through May 15, 2021 for purposes of obtaining health insurance coverage through the ACA marketplace. The executive order also instructs
certain governmental agencies to review and reconsider their existing policies and rules that limit access to healthcare, including among
others, reexamining Medicaid demonstration projects and waiver programs that include work requirements, and policies that create unnecessary
barriers to obtaining access to health insurance coverage through Medicaid or the ACA. We cannot predict how the Supreme Court will rule
on these challenges, how future litigation will impact our business, or what other healthcare measures and regulations will ultimately
be implemented at the federal or state level or the effect of any future legislation or regulation may have on our business.

 In
addition, other legislative changes have been proposed and adopted in the United States since the ACA was enacted. These changes included
aggregate reductions to Medicare payments to providers of up to 2% per fiscal year, effective April 1, 2013, which will remain in effect
through 2030. In January 2013, President Obama signed into law the American Taxpayer Relief Act of 2012, which, among other things, reduced
Medicare payments to several providers, and increased the statute of limitations period for the government to recover overpayments to
providers from three to five years. These laws may result in additional reductions in Medicare and other healthcare funding, which could
have a material adverse effect on customers for our drugs, if approved, and accordingly, our financial operations.

 Moreover,
there has been heightened governmental scrutiny recently over the manner in which drug manufacturers set prices for their marketed products,
which has resulted in several Congressional inquiries and proposed and enacted federal and state legislation designed to, among other
things, bring more transparency to product pricing, review the relationship between pricing and manufacturer patient programs, and reform
government program reimbursement methodologies for drug products. For example, in May 2019, CMS issued a final rule to allow Medicare
Advantage Plans the option of using step therapy for Part B drugs beginning January 1, 2020. This final rule codified CMS's policy
change that was effective January 1, 2019. At the federal level, the Trump administration used several means to propose or implement
drug pricing reform, including through federal budget proposals, executive orders and policy initiatives. For example, in 2020, HHS and
CMS issued various rules that are expected to impact, among others, price reductions from pharmaceutical manufacturers to plan sponsors
under Part D, fee arrangements between pharmacy benefit managers and manufacturers, manufacturer price reporting requirements under the
Medicaid Drug Rebate Program, including regulations that affect manufacturer-sponsored patient assistance programs subject to pharmacy
benefit manager accumulator programs and Best Price reporting related to certain value-based purchasing arrangements. Multiple lawsuits
have been brought against the HHS challenging various aspects of the rules. In January 2021, the Biden administration issued a "regulatory
freeze" memorandum that directs department and agency heads to review new or pending rules of the prior administration. It is unclear
whether these new regulations will be withdrawn or when they will become fully effective under the Biden administration. The impact of
these lawsuits as well as legislative, executive, and administrative actions of the Biden administration on us and the pharmaceutical
industry as a whole is unclear.

 At
the state level, legislatures have increasingly passed legislation and implemented regulations designed to control pharmaceutical product
pricing, including price or patient reimbursement constraints, discounts, restrictions on certain product access and marketing cost disclosure
and transparency measures, and, in some cases, designed to encourage importation from other countries and bulk purchasing. We are unable
to predict the future course of federal or state healthcare legislation in the United States directed at broadening the availability
of healthcare and containing or lowering the cost of healthcare. These and any further changes in the law or regulatory framework that
reduce our revenue or increase our costs could also have a material and adverse effect on our business, financial condition and results
of operations.

 We
expect that the ACA, as well as other healthcare reform measures that may be adopted in the future, may result in more rigorous coverage
criteria and in additional downward pressure on the price that we receive for any approved product. Any reduction in reimbursement from
Medicare or other government programs may result in a similar reduction in payments from private payors. The implementation of cost containment
measures or other healthcare reforms may prevent us from being able to generate revenue, attain profitability or commercialize our product
candidates.

 Legislative
and regulatory proposals have been made to expand post-approval requirements and restrict sales and promotional activities for biotechnology
products. We cannot be sure whether additional legislative changes will be enacted, or whether FDA regulations, guidance or interpretations
will be changed, or what the impact of such changes on the marketing approvals of our product candidates, if any, may be. In addition,
increased scrutiny by Congress of the FDA's approval process may significantly delay or prevent marketing approval, as well as
subject us to more stringent product labeling and post-marketing testing and other requirements.

 The
regulatory framework for privacy and personal information security issues worldwide is rapidly evolving and is likely to remain uncertain
for the foreseeable future. The U.S. federal and various state, local and foreign government bodies and agencies have adopted or are
considering adopting laws and regulations limiting, or laws and regulations regarding, the collection, distribution, use, disclosure,
storage, security and other processing of personal information.

the collection and use of health data and other personal data is governed in the EU by the General Data Protection Regulation (GDPR),
which extends the geographical scope of EU data protection law to entities and operations outside of the EU under certain conditions
and imposes substantial obligations upon companies and new rights for individuals, and by certain EU Member State-level legislation.
Failure to comply with the GDPR may result in fines up to 20,000,000 or up to 4% of the total worldwide annual turnover of the
preceding financial year, whichever is higher, and other administrative penalties. The GDPR may increase our responsibility and liability
in relation to personal data that we may process, and we may be required to put in place additional measures in an effort to comply with
the GDPR and with other laws and regulations in the EU, including those of EU Member States, relating to privacy and data protection.
This may be onerous and if our efforts to comply with GDPR or other applicable EU laws and regulations are not successful, or are perceived
to be unsuccessful, it could adversely affect our business in the EU. Further, the European Court of Justice (ECJ) invalidated the EU-U.S.
Privacy Shield, which had enabled the transfer of personal data from the EU to the U.S. for companies that had self-certified to the
Privacy Shield in July 2020. The ECJ decision also raised questions about the continued validity of one of the primary alternatives to
the EU-U.S. Privacy Shield, namely the European Commission's Standard Contractual Clauses, and EU regulators have issued additional
guidance regarding considerations and requirements that we and other companies must consider and undertake when using the Standard Contractual
Clauses. Although the EU has presented a new draft set of contractual clauses, at present, there are few, if any, viable alternatives
to the EU-U.S. Privacy Shield and the Standard Contractual Clauses. To the extent that we were to rely on the EU-U.S. or Swiss-U.S. Privacy
Shield programs, we will not be able to do so in the future, and the ECJ's decision and other regulatory guidance or developments
otherwise may impose additional obligations with respect to the transfer of personal data from the EU and Switzerland to the U.S., each
of which could restrict our activities in those jurisdictions, limit our ability to provide our products and services in those jurisdictions,
or increase our costs and obligations and impose limitations upon our ability to efficiently transfer personal data from the EU and Switzerland
to the U.S.

 Further,
the exit of the United Kingdom (UK) from the EU, often referred to as Brexit, has created uncertainty with regard to data protection
regulation in the UK. Specifically, the UK exited the EU on January 1, 2020, subject to a transition period that ended December 31, 2020.
Under the post-Brexit Trade and Cooperation Agreement between the EU and the UK, the UK and EU have agreed that transfers of personal
data to the UK from EEA member states will not be treated as 'restricted transfers' to a non-EEA country for a period of
up to four months from January 1, 2021, plus a potential further two-month extension (the "Extended Adequacy Assessment Period").
Although the current maximum duration of the Extended Adequacy Assessment Period is six months, it may end sooner, for example, in the
event that the European Commission adopts an 'adequacy decision' in respect of the UK, or the UK amends the UK GDPR and/or
makes certain changes regarding data transfers under the UK GDPR/Data Protection Act 2018 without the consent of the EU (unless those
amendments or decisions are made simply to keep relevant UK laws aligned with the EU's data protection regime). If the European
Commission does not adopt an 'adequacy decision' in respect of the UK prior to the expiry of the Extended Adequacy Assessment
Period, from that point onwards the UK will be an 'inadequate third country' under the GDPR and transfers of personal data
from the EEA to the UK will require a 'transfer mechanism' such as the Standard Contractual Clauses. The UK has implemented
legislation similar to the GDPR, referred to as the UK GDPR, which provides for fines of up to the greater of 17.5 million or
4% of global turnover. As of January 1, 2021, the UK is a "third country" under the GDPR, and the relationship between the
UK and EU in relation to aspects of data protection law in the medium and longer term remains unclear, including with respect to cross-border
data transfers and the role of the UK Information Commissioner's Office with respect to the EU, which exposes us to further compliance
risk. We may incur liabilities, expenses, costs, and other operational losses relating to the GDPR, the UK GDPR, and other laws and regulations
in the EU and UK relating to privacy and data protection, including those of applicable EU Member States in connection with any measures
we take to comply with them. Finally, state and foreign laws may apply generally to the privacy and security of information we maintain,
and may differ from each other in significant ways, thus complicating compliance efforts and potentially requiring us to undertake additional
measures to comply with them.

 In
the United States, there are a broad variety of data protection laws and regulations that may apply to our activities such as state data
breach notification laws, state personal data privacy laws (for example, the California Consumer Privacy Act of 2018 (CCPA)), state health
information privacy laws, and federal and state consumer protection laws. A range of enforcement agencies exist at both the state and
federal levels that can enforce these laws and regulations. For example, the CCPA requires covered businesses that process personal information
of California residents to disclose their data collection, use and sharing practices. Further, the CCPA provides California residents
with new data privacy rights (including the ability to opt out of certain disclosures of personal data), imposes new operational requirements
for covered businesses, provides for civil penalties for violations as well as a private right of action for data breaches and statutory
damages (that is expected to increase data breach class action litigation and result in significant exposure to costly legal judgements
and settlements). Aspects of the CCPA and its interpretation and enforcement remain uncertain. In addition, it is anticipated that the
CCPA will be expanded on January 1, 2023, when the California Privacy Rights Act of 2020 (CPRA) becomes operative. The CPRA will, among
other things, give California residents the ability to limit use of certain sensitive personal information, further restrict the use
of cross-contextual advertising, establish restrictions on the retention of personal information, expand the types of data breaches subject
to the CCPA's private right of action, provide for increased penalties for CPRA violations concerning California residents under
the age of 16, and establish a new California Privacy Protection Agency to implement and enforce the new legislation. Although there
are limited exemptions for clinical trial data under the CCPA, the CCPA and other similar laws could impact our business activities,
depending on their interpretation.

 With
the GDPR, CCPA, CRPA and other laws, regulations and other obligations relating to privacy and data protection imposing new and relatively
burdensome obligations, and with substantial uncertainty over the interpretation and application of these and other obligations, we may
face challenges in addressing their requirements and making necessary changes to our policies and practices, and may incur significant
costs and expenses in an effort to do so. Additionally, if third parties we work with, such as vendors or service providers, violate
applicable laws or regulations or our policies, such violations may also put our or our customers' data at risk and could in turn
have an adverse effect on our business. Any failure or perceived failure by us or our service providers to comply with our applicable
policies or notices relating to privacy or data protection, our contractual or other obligations to third parties, or any of our other
legal obligations relating to privacy or data protection, may result in governmental investigations or enforcement actions, litigation,
claims and other proceedings, harm our reputation, and could result in significant liability.

 Inadequate
funding for the FDA, the U.S. Securities and Exchange Commission (SEC) and other government agencies could hinder their ability to hire
and retain key leadership and other personnel, prevent new products and services from being developed or commercialized in a timely manner
or otherwise prevent those agencies from performing normal business functions on which the operation of our business may rely, which
could negatively impact our business.

 The
ability of the FDA to review and approve new products can be affected by a variety of factors, including government budget and funding
levels, ability to hire and retain key personnel and accept the payment of user fees, and statutory, regulatory, and policy changes.
Average review times at the agency have fluctuated in recent years as a result. In addition, government funding of the SEC and other
government agencies on which our operations may rely, including those that fund research and development activities is subject to the
political process, which is inherently fluid and unpredictable.

 Disruptions
at the FDA and other agencies may also slow the time necessary for new drugs to be reviewed and/or approved by necessary government agencies,
which would adversely affect our business. For example, in recent years, including in 2018 and 2019, the U.S. government shut down several
times and certain regulatory agencies, such as the FDA and the SEC, had to furlough critical employees and stop critical activities.
If a prolonged government shutdown occurs, it could significantly impact the ability of the FDA to timely review and process our regulatory
submissions, which could have a material adverse effect on our business. Further, in our operations as a public company, future government
shutdowns could impact our ability to access the public markets and obtain necessary capital in order to properly capitalize and continue
our operations.

 Our
relationships with healthcare professionals, clinical investigators, CROs and third-party payors in connection with our current and future
business activities may be subject to federal and state healthcare fraud and abuse laws, false claims laws, transparency laws, government
price reporting, and health information privacy and security laws, which could expose us to significant losses, including, among other
things, criminal sanctions, civil penalties, contractual damages, exclusion from governmental healthcare programs, reputational harm,
administrative burdens and diminished profits and future earnings.

 Healthcare
providers and third-party payors play a primary role in the recommendation and prescription of any product candidates for which we obtain
marketing approval. Our current and future arrangements with healthcare professionals, clinical investigators, CROs, third-party payors
and customers may expose us to broadly applicable fraud and abuse and other healthcare laws and regulations that may constrain the business
or financial arrangements and relationships through which we research, as well as market, sell and distribute our products for which
we obtain marketing approval. Restrictions under applicable federal and state healthcare laws and regulations may include the following:

 the
 federal Anti-Kickback Statute prohibits, among other things, persons and entities from knowingly and willfully soliciting, offering,
 receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward, or in return for, either the
 referral of an individual for, or the purchase, order or recommendation of, any good or service, for which payment may be made under
 a federal healthcare program such as Medicare and Medicaid;

 the
 federal false claims laws, including the civil False Claims Act, which can be enforced by private citizens through civil whistleblower
 or qui tam actions, and civil monetary penalties laws, prohibit individuals or entities from, among other things, knowingly presenting,
 or causing to be presented, to the federal government, claims for payment that are false or fraudulent or making a false statement
 to avoid, decrease or conceal an obligation to pay money to the federal government;

 the
 federal Health Insurance Portability and Accountability Act of 1996 (HIPAA), prohibits, among other things, executing or attempting
 to execute a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters;

 HIPAA,
 as amended by the Health Information Technology for Economic and Clinical Health Act (HITECH) and their implementing regulations,
 also imposes obligations, including mandatory contractual terms, on covered entities, which are health plans, healthcare clearinghouses,
 and certain health care providers, as those terms are defined by HIPAA, and their respective business associates and their subcontractors,
 with respect to safeguarding the privacy, security and transmission of individually identifiable health information;

 the
 federal Physician Payments Sunshine Act requires applicable manufacturers of covered drugs, devices, biologics and medical supplies
 for which payment is available under Medicare, Medicaid or the Children's Health Insurance Program, with specific exceptions,
 to annually report to CMS information regarding payments and other transfers of value to physicians, defined to include doctors,
 dentists, optometrists, podiatrists and chiropractors, and teaching hospitals as well as information regarding ownership and investment
 interests held by physicians and their immediate family members. Beginning in 2022, reporting obligations with respect to covered
 recipients will be expanded to include physician assistants, nurse practitioners, clinical nurse specialists, certified registered
 nurse anesthetists and anesthesiologist assistants, and certified nurse midwives for payments and transfers of value made during
 the previous year; and

 analogous
 state and foreign laws and regulations, such as state anti-kickback and false claims laws, may apply to sales or marketing arrangements
 and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private insurers;
 state laws that require pharmaceutical companies to comply with the pharmaceutical industry's voluntary compliance guidelines
 and the relevant compliance regulations promulgated by the federal government and may require drug manufacturers to report information
 related to payments and other transfers of value to physicians and other healthcare providers, marketing expenditures, or drug pricing;
 state and local laws that require the registration of pharmaceutical sales and medical representatives; state laws that govern the
 privacy and security of health information in some circumstances, many of which differ from each other in significant ways and often
 are not preempted by HIPAA, thus complicating compliance efforts.

 Efforts
to ensure that our current and future business arrangements with third parties will comply with applicable healthcare and data privacy
laws and regulations will involve substantial ongoing costs, and may require us to undertake or implement additional policies or measures.
We may face claims and proceedings by private parties, and claims, investigations and other proceedings by governmental authorities,
relating to allegations that our business practices do not comply with current or future statutes, regulations or case law involving
applicable fraud and abuse or other healthcare laws and regulations, and it is possible that courts or governmental authorities may conclude
that we have not complied with them, or that we may find it necessary or appropriate to settle any such claims or other proceedings.
In connection with any such claims, proceedings, or settlements, we may be subject to significant penalties, including civil, criminal
and administrative penalties, damages, fines, disgorgement, imprisonment, exclusion from participation in government funded healthcare
programs, such as Medicare and Medicaid, integrity oversight and reporting obligations, contractual damages, reputational harm, diminished
profits and future earnings and the curtailment or restructuring of our operations. Defending against any such actions can be costly,
time-consuming and may require significant financial and personnel resources. Therefore, even if we are successful in defending against
any such actions that may be brought against us, our business may be impaired. Further, if any of the physicians or other healthcare
providers or entities with whom we expect to do business is found to be not in compliance with applicable laws, they may be subject to
criminal, civil or administrative sanctions, including exclusions from government funded healthcare programs.

 Our
employees, independent contractors, consultants, commercial collaborators, principal investigators, CROs, suppliers and vendors may engage
in misconduct or other improper activities, including noncompliance with regulatory standards and requirements.

 We
are exposed to the risk that our employees, independent contractors, consultants, commercial collaborators, principal investigators,
CROs, suppliers and vendors may engage in misconduct or other improper activities. Misconduct by these parties could include failures
to comply with FDA regulations, provide accurate information to the FDA, comply with federal and state health care fraud and abuse laws
and regulations, accurately report financial information or data or disclose unauthorized activities to us. In particular, research,
sales, marketing and business arrangements in the health care industry are subject to extensive laws and regulations intended to prevent
fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations may restrict or prohibit a wide range
of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business arrangements. Misconduct
by these parties could also involve the improper use of information obtained in the course of clinical trials, which could result in
regulatory sanctions and serious harm to our reputation. We will adopt a code of conduct, which will become effective as of the date
of the effectiveness of the registration statement of which this prospectus forms a part, but it is not always possible to identify and
deter misconduct by these parties, and the precautions we take to detect and prevent this activity may not be effective in controlling
unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from
a failure to comply with these laws or regulations. If any such actions are instituted against us, and we are not successful in defending
ourselves or asserting our rights, those actions could have a significant impact on our business, including the imposition of significant
penalties, including civil, criminal and administrative penalties, damages, fines, disgorgement, imprisonment, exclusion from participation
in government funded healthcare programs, such as Medicare and Medicaid, integrity oversight and reporting obligations, contractual damages,
reputational harm, diminished profits and future earnings and the curtailment or restructuring of our operations.

 If
we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur
costs that could have a material adverse effect on our business.

 We
are subject to numerous environmental, health and safety laws and regulations, including those governing laboratory procedures and the
handling, use, storage, treatment and disposal of hazardous materials and wastes. Our operations involve the use of hazardous and flammable
materials, including chemicals and biological materials. Our operations also produce hazardous waste products. We generally contract
with third parties for the disposal of these materials and wastes. We cannot eliminate the risk of contamination or injury from these
materials. In the event of contamination or injury resulting from our use of hazardous materials, we could be held liable for any resulting
damages, and any liability could exceed our resources. We also could incur significant costs associated with civil or criminal fines
and penalties.

 Although
we maintain workers' compensation insurance to cover us for costs and expenses, we may incur due to injuries to our employees resulting
from the use of hazardous materials, this insurance may not provide adequate coverage against potential liabilities. We do not maintain
insurance for environmental liability or toxic tort claims that may be asserted against us in connection with our storage or disposal
of hazardous and flammable materials, including chemicals and biological materials.

 In
addition, we may incur substantial costs in order to comply with current or future environmental, health and safety laws and regulations.
These current or future laws and regulations may impair our research, development or commercialization efforts. Failure to comply with
these laws and regulations also may result in substantial fines, penalties or other sanctions.

 Our
business activities may be subject to the U.S. Foreign Corrupt Practices Act and similar anti-bribery and anti-corruption laws of other
countries in which we operate, as well as U.S. and certain foreign export controls, trade sanctions, and import laws and regulations.
Compliance with these legal requirements could limit our ability to compete in foreign markets and subject us to liability if we violate
them.

 Our
business activities are subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended (FCPA), the U.S. domestic bribery statute
contained in 18 U.S.C. § 201, the U.S. Travel Act, and similar anti-bribery or anti-corruption laws, regulations or rules of other
countries in which we operate. These laws generally prohibit companies and their employees, agents, representatives, business partners,
and third-party intermediaries from, directly or indirectly, offering, promising, giving or authorizing others to give anything of value,
either directly or indirectly, to recipients in the public or private sector in order to influence official action or otherwise obtain
or retain business. Our business is heavily regulated and therefore involves significant interaction with public officials, including
officials of non-U.S. governments. Additionally, in many other countries, hospitals are owned and operated by the government, and doctors
and other hospital employees would be considered foreign officials under the FCPA. Recently, the SEC and DOJ have increased their FCPA
enforcement activities with respect to biotechnology and pharmaceutical companies.

 We
sometimes leverage third parties to assist with the conduct of our business abroad. We, our employees, agents, representatives, business
partners and our third-party intermediaries may have direct or indirect interactions with officials and employees of government agencies
or state-owned or affiliated entities and may be held liable for the corrupt or other illegal activities of these employees, agents,
representatives, business partners or third-party intermediaries even if we do not explicitly authorize such activities. We cannot assure
you that all of our employees, agents, representatives, business partners and third-party intermediaries will not take actions in violation
of applicable law for which we may be ultimately held responsible. As we increase our international sales and business, our risks under
these laws may increase.

 These
laws also require that we make and keep books and records that accurately and fairly reflect the transactions of the corporation and
to devise and maintain an adequate system of internal accounting controls and compliance procedures designed to prevent violations of
anti-corruption laws. There is no certainty that all of our employees, agents, representatives, business partners and third-party intermediaries,
or those of our affiliates, will comply with applicable laws and regulations, for which we may be ultimately held responsible.

 Violations
of these laws and regulations could result in whistleblower complaints, fines, severe civil or criminal sanctions, settlements, prosecution,
enforcement actions, damages, adverse media coverage, investigations, loss of export privileges, disgorgement, and other remedial measures
and prohibitions on the conduct of our business including our ability to offer our products in one or more countries. Responding to any
investigation or action will likely result in a materially significant diversion of management's attention and resources and significant
defense costs and other professional fees. As a general matter, investigations, enforcement actions and sanctions could damage our reputation,
our brand, our international activities, our ability to attract and retain employees and our business, prospects, operating results and
financial condition.

 In
addition, our products may be subject to U.S. and foreign export controls, trade sanctions and import laws and regulations. Governmental
regulation of the import or export of our products, or our failure to obtain any required import or export authorization for our products,
when applicable, could harm our international sales and adversely affect our revenue. Compliance with applicable regulatory requirements
regarding the export of our products may create delays in the introduction of our products in international markets or, in some cases,
prevent the export of our products to some countries altogether. Furthermore, U.S. export control laws and economic sanctions prohibit
the shipment of certain products and services to countries, governments, and persons targeted by U.S. sanctions. If we fail to comply
with export and import regulations and such economic sanctions, penalties could be imposed, including fines and/or denial of certain
export privileges. Moreover, any new export or import restrictions, new legislation or shifting approaches in the enforcement or scope
of existing regulations, or in the countries, persons, or products targeted by such regulations, could result in decreased use of our
products by, or in our decreased ability to export our products to, existing or potential customers with international operations. Any
decreased use of our products or limitation on our ability to export or sell our products would likely adversely affect our business.

 Risks
Related to Employee Matters, Managing Our Growth and Other Risks Related to Our Business

 Our
success is highly dependent on our ability to attract and retain highly skilled executive officers and employees.

 To
succeed, we must recruit, retain, manage and motivate qualified clinical, scientific, technical and management personnel, and we face
significant competition for experienced personnel. We are highly dependent on the principal members of our management and scientific
and medical staff, particularly Marshall Hayward, our Co-Founder and Chief Scientific Officer. If we do not succeed in attracting and
retaining qualified personnel, particularly at the management level, it could adversely affect our ability to execute our business plan
and harm our operating results. In particular, the loss of one or more of our executive officers could be detrimental to us if we cannot
recruit suitable replacements in a timely manner. We do not maintain "key person" insurance for any of our executives or
other employees. We could in the future have difficulty attracting and retaining experienced personnel and may be required to expend
significant financial resources in our employee recruitment and retention efforts.

 Many
of the other biotechnology companies that we compete against for qualified personnel have greater financial and other resources, different
risk profiles and a longer history in the industry than we do. They also may provide higher compensation, more diverse opportunities
and better prospects for career advancement. Some of these characteristics may be more appealing to high-quality candidates than what
we have to offer. If we are unable to continue to attract and retain high-quality personnel, the rate and success at which we can discover,
develop and commercialize our product candidates will be limited and the potential for successfully growing our business will be harmed.

we rely on our scientific founders and other scientific and clinical advisors and consultants to assist us in formulating our research,
development and clinical strategies. These advisors and consultants are not our employees and may have commitments to, or consulting
or advisory contracts with, other entities that may limit their availability to us. In addition, these advisors and consultants typically
will not enter into non-compete agreements with us. If a conflict of interest arises between their work for us and their work for another
entity, we may lose their services. Furthermore, our advisors may have arrangements with other companies to assist those companies in
developing products or technologies that may compete with ours. In particular, if we are unable to maintain consulting relationships
with our scientific founders or if they provide services to our competitors, our development and commercialization efforts will be impaired
and our business will be significantly harmed.

 If
we are unable to establish sales or marketing capabilities or enter into agreements with third parties to sell or market our product
candidates, we may not be able to successfully sell or market our product candidates that obtain regulatory approval.

 We
currently do not have and have never had a marketing or sales team. In order to commercialize any product candidates, if approved, we
must build marketing, sales, distribution, managerial and other non-technical capabilities or make arrangements with third parties to
perform these services for each of the territories in which we may have approval to sell or market our product candidates. We may not
be successful in accomplishing these required tasks.

 Establishing
an internal sales or marketing team with technical expertise and supporting distribution capabilities to commercialize our product candidates
will be expensive and time-consuming and will require significant attention of our executive officers to manage. Any failure or delay
in the development of our internal sales, marketing and distribution capabilities could adversely impact the commercialization of any
of our product candidates that we obtain approval to market, if we do not have arrangements in place with third parties to provide such
services, which is our preferred marketing and sales strategy, on our behalf. Alternatively, if we choose to collaborate, either globally
or on a territory-by-territory basis, with third parties that have direct sales forces and established distribution systems, either to
augment our own sales force and distribution systems or in lieu of our own sales force and distribution systems, we will be required
to negotiate and enter into arrangements with such third parties relating to the proposed collaboration and such arrangements may prove
to be less profitable than commercializing the product on our own. If we are unable to enter into such arrangements when needed, on acceptable
terms, or at all, we may not be able to successfully commercialize any of our product candidates that receive regulatory approval, or
any such commercialization may experience delays or limitations. If we are unable to successfully commercialize our approved product
candidates, either on our own or through collaborations with one or more third parties, our future product revenue will suffer, and we
may incur significant additional losses.

 In
order to successfully implement our plans and strategies, we will need to grow the size of our organization, and we may experience difficulties
in managing this growth.

 As
of December 31, 2024, we had a total of four full-time employees, two full-time consultants and one part-time consultant,
plus our six Scientific Advisory Board members. Of these, three were primarily engaged in research or product development and clinical
activities. In order to successfully implement our development and commercialization plans and strategies, and as we transition into
operating as a public company, we expect to hire additional managerial, operational, sales, marketing, financial and other personnel,
as reflected in our organization chart represented in our Operation and Organization section. Future growth would impose significant
added responsibilities on members of management, including:

 identifying,
 recruiting, integrating, maintaining and motivating additional employees;

 managing
 our internal development efforts effectively, including the clinical, FDA, EMA and other comparable foreign regulatory agencies'
 review process for JOTROL and any other product candidates, while complying with any contractual obligations to contractors and other
 third parties we may have; and

 improving
 our operational, financial and management controls, reporting systems and procedures.

 Our
future financial performance and our ability to successfully develop and, if approved, commercialize JOTROL and other product candidates
will depend, in part, on our ability to effectively manage any future growth, and our management may also have to divert a disproportionate
amount of its attention away from day-to-day activities in order to devote a substantial amount of time to managing these growth activities.

 We
currently rely, and for the foreseeable future will continue to rely, in substantial part on certain independent organizations, advisors
and consultants to provide certain services, including key aspects of our research and development, clinical development and manufacturing.
We cannot assure you that the services of independent organizations, advisors and consultants will continue to be available to us on
a timely basis when needed, or that we can find qualified replacements. In addition, if we are unable to effectively manage our outsourced
activities or if the quality or accuracy of the services provided by third-party service providers is compromised for any reason, our
clinical trials may be extended, delayed or terminated, and we may not be able to obtain marketing approval of JOTROL and any other product
candidates or otherwise advance our business. We cannot assure you that we will be able to manage our existing third-party service providers
or find other competent outside contractors and consultants on economically reasonable terms, or at all.

 If
we are not able to effectively expand our organization by hiring new employees and/or engaging additional third-party service providers,
we may not be able to successfully implement the tasks necessary to further develop and commercialize JOTROL and other product candidates
and, accordingly, may not achieve our research, development and commercialization goals.

 Our
computer systems, or those of any of our CROs, manufacturers, other contractors or consultants or potential future collaborators, may
fail or suffer security or data privacy breaches or other unauthorized or improper access to, use of, or destruction of our proprietary
or confidential data, employee data, or personal data, which could result in additional costs, loss of revenue, significant liabilities,
harm to our brand and material disruption of our operations.

 Despite
the implementation of security measures in an effort to protect systems that store our information, given their size and complexity and
the increasing amounts of information maintained on our internal information technology systems, and those of our third-party CROs, other
contractors (including sites performing our clinical trials) and consultants, these systems are potentially vulnerable to breakdown or
other damage or interruption from service interruptions, system malfunction, natural disasters, terrorism, war and telecommunication
and electrical failures, as well as security breaches from inadvertent or intentional actions by our employees, contractors, consultants,
business partners, and/or other third parties, or from cyber-attacks by malicious third parties (including supply chain cyber attacks
or the deployment of harmful malware, ransomware, denial-of-service attacks, social engineering and other means to affect service reliability
and threaten the confidentiality, integrity and availability of information), which may compromise our system infrastructure or lead
to the loss, destruction, alteration, prevention of access to, disclosure, or dissemination of, or damage or unauthorized access to,
our data (including trade secrets or other confidential information, intellectual property, proprietary business information, and personal
information) or data that is processed or maintained on our behalf, or other assets, which could result in financial, legal, business
and reputational harm to us. For example, in 2019, one our CROs experienced a cybersecurity breach which resulted in unauthorized access
to certain of our preclinical data. We have received phishing attacks, and companies have, in general, experienced an increase in phishing
and social engineering attacks from third parties, and the increase in remote working further increases security threats. To the extent
that any disruption or security incident were to result in any loss, destruction, unavailability, alteration, disclosure, or dissemination
of, or damage or unauthorized access to, our applications, any other data processed or maintained on our behalf or other assets, or for
it to be believed or reported that any of these occurred, we could incur liability, financial harm and reputational damage and the development
and commercialization of our product candidates could be delayed. We cannot assure you that our data protection efforts and our investment
in information technology, or the efforts or investments of CROs, consultants or other third parties, will prevent significant breakdowns
or breaches in systems or other cyber incidents that cause loss, destruction, unavailability, alteration or dissemination of, or damage
or unauthorized access to, our data and other data processed or maintained on our behalf or other assets that could have a material adverse
effect upon our reputation, business, operations or financial condition. For example, if such an event were to occur and cause interruptions
in our operations, it could result in a material disruption of our programs and the development of our product candidates could be delayed.
In addition, the loss of clinical trial data for our product candidates could result in delays in our marketing approval efforts and
significantly increase our costs to recover or reproduce the data. Further, any such event that leads to loss, damage, or unauthorized
access to, or use, alteration, or disclosure or dissemination of, personal information, including personal information regarding our
clinical trial subjects or employees, could harm our reputation directly, compel us to comply with federal and/or state breach notification
laws and foreign law equivalents, subject us to mandatory corrective action, and otherwise subject us to liability under laws and regulations
that protect the privacy and security of personal information, which could result in significant legal and financial exposure and reputational
damages that could potentially have an adverse effect on our business.

 Notifications
and follow-up actions related to a security incident could impact our reputation and cause us to incur significant costs, including legal
expenses and remediation costs. For example, the loss of clinical trial data from completed or future clinical trials could result in
delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the lost data. We expect to incur
significant costs in an effort to detect and prevent security incidents, and we may face increased costs and requirements to expend substantial
resources in the event of an actual or perceived security incident. We also rely on third parties to manufacture our product candidates,
and similar events relating to their computer systems could also have a material adverse effect on our business. To the extent that any
disruption or security incident were to result in any loss, destruction, or alteration of, or damage or unauthorized access to, our data
or other information that is processed or maintained on our behalf, or inappropriate disclosure of or dissemination of any such information,
we could be exposed to litigation and governmental investigations, the further development and commercialization of our product candidates
could be delayed, and we could be subject to significant fines or penalties for any noncompliance with certain state, federal and/or
international privacy and security laws.

 Our
insurance policies may not be adequate to compensate us for the potential losses arising from any such disruption in or, failure or security
breach of our systems or third-party systems where information important to our business operations or commercial development is stored.
In addition, such insurance may not be available to us in the future on economically reasonable terms, or at all. Further, our insurance
may not cover all claims made against us and could have high deductibles in any event, and defending a suit, regardless of its merit,
could be costly and divert management attention.

 Our
operations are vulnerable to interruption by fire, earthquakes, power loss, telecommunications failure, terrorist activity, pandemics
and other events beyond our control, which could harm our business.

 Our
facilities are located in Jupiter, Florida. We have not undertaken a systematic analysis of the potential consequences to our business
and financial results from a major flood, blizzard, fire, earthquake, power loss, terrorist activity, pandemics or other disasters and
do not have a recovery plan for such disasters. In addition, we do not carry sufficient insurance to compensate us for actual losses
from interruption of our business that may occur, and any losses or damages incurred by us could harm our business. Also, our contract
development and manufacturing organizations' (CDMOs) and suppliers' facilities are located in multiple locations where other
natural disasters or similar events which could severely disrupt our operations, could expose us to liability and could have a material
adverse effect on our business. The occurrence of any of these business disruptions could seriously harm our operations and financial
condition and increase our costs and expenses.

 A
variety of risks associated with marketing our product candidates internationally could materially adversely affect our business.

 We
may seek regulatory approval of our product candidates outside of the United States and, accordingly, we expect that we will be subject
to additional risks related to operating in foreign countries if we obtain the necessary approvals, including:

 differing
 regulatory requirements and reimbursement regimes in foreign countries;

 unexpected
 changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements;

 economic
 weakness, including inflation, or political instability in particular foreign economies and markets;

 compliance
 with tax, employment, immigration and labor laws for employees living or traveling abroad;

 foreign
 taxes, including withholding of payroll taxes;

 foreign
 currency fluctuations, which could result in increased operating expenses and reduced revenue, and other obligations incident to
 doing business in another country;

 difficulties
 staffing and managing foreign operations;

 workforce
 uncertainty in countries where labor unrest is more common than in the United States;

 potential
 liability under the FCPA or comparable foreign regulations;

 challenges
 enforcing our contractual and intellectual property rights, especially in those foreign countries that do not respect and protect
 intellectual property rights to the same extent as the United States;

 production
 shortages resulting from any events affecting raw material supply or manufacturing capabilities abroad; and

 business
 interruptions resulting from geo-political actions, including war and terrorism.

 These
and other risks associated with our international operations may materially adversely affect our ability to attain or maintain profitable
operations.

 The
certificate of incorporation, as amended, and amended and restated bylaws provides that state or federal court located within the state
of Delaware will be the sole and exclusive forum for substantially all disputes between us and our shareholders, which could limit its
stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or other employees.

 Section
IX of our certificate of incorporation, as amended, and Section 7.4 of our amended and restated bylaws provides that "unless the
corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action
or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director,
officer or other employee of the Corporation to the Corporation or the Corporation's stockholders, (iii) any action asserting a
claim arising pursuant to any provision of the DGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine shall
be a state or federal court located in the county in which the principal office of the corporation in the State of Delaware is established,
in all cases subject to the court's having personal jurisdiction over the indispensable parties named as defendants. Notwithstanding
the foregoing, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange
of 1934, as amended, the Securities Act of 1933, as amended, or any claim for which the federal courts have exclusive or concurrent jurisdiction."
Therefore, the exclusive forum provision in our certificate of incorporation, as amended, and our amended and restated bylaws will not
relieve us of our duty to comply with the federal securities laws and the rules and regulations thereunder, and shareholders will not
be deemed to have waived our compliance with these laws, rules and regulations.

 This
exclusive forum provision may limit a shareholder's ability to bring a claim in a judicial forum of its choosing for disputes with
us or our directors, officers or other employees, which may discourage lawsuits against us or our directors, officers or other employees.
In addition, shareholders who do bring a claim in the state or federal court in the State of Delaware could face additional litigation
costs in pursuing any such claim, particularly if they do not reside in or near Delaware. The state or federal court of the State of
Delaware may also reach different judgments or results than would other courts, including courts where a shareholder would otherwise
choose to bring the action, and such judgments or results may be more favorable to us than to our shareholders. However, the enforceability
of similar exclusive forum provisions in other companies' certificates of incorporation have been challenged in legal proceedings,
and it is possible that a court could find this type of provision to be inapplicable to, or unenforceable in respect of, one or more
of the specified types of actions or proceedings. If a court were to find the exclusive forum provision contained in our certificate
of incorporation, as amended, and our amended and restated bylaws to be inapplicable or unenforceable in an action, we might incur additional
costs associated with resolving such action in other jurisdictions.

 By
purchasing our common stock, you are bound by the fee-shifting provision contained in our amended and restated bylaws, which may discourage
you to pursue actions against us and could discourage shareholder lawsuits that might otherwise benefit the Company and its shareholders.

 Section
7.4 of our amended and restated bylaws provides that "[i]f any action is brought by any party against another party, relating to
or arising out of these Bylaws, or the enforcement hereof, the prevailing party shall be entitled to recover from the other party reasonable
attorneys' fees, costs and expenses incurred in connection with the prosecution or defense of such action."

 Our
amended and restated bylaws provide that for this section, the term "attorneys' fees" or "attorneys' fees
and costs" means the fees and expenses of counsel to the Company and any other parties asserting a claim subject to Section 7.4
of the amended and restated bylaws, which may include printing, photocopying, duplicating and other expenses, air freight charges, and
fees billed for law clerks, paralegals and other persons not admitted to the bar but performing services under the supervision of an
attorney, and the costs and fees incurred in connection with the enforcement or collection of any judgment obtained in any such proceeding.

 We
adopted the fee-shifting provision to eliminate or decrease nuisance and frivolous litigation. We intend to apply the fee-shifting provision
broadly to all actions except for claims brought under the Exchange Act and Securities Act.

 There
is no set level of recovery required to be met by a plaintiff to avoid payment under this provision. Instead, whoever is the prevailing
party is entitled to recover the reasonable attorneys' fees, costs and expenses incurred in connection with the prosecution or
defense of such action. Any party who brings an action, and the party against whom such action is brought under Section 7.4 of our amended
and restated bylaws, which could include, but is not limited to former and current shareholders, Company directors, officers, affiliates,
legal counsel, expert witnesses and other parties, are subject to this provision. Additionally, any party who brings an action, and the
party against whom such action is brought under Section 7.4 of our amended and restated bylaws, which could include, but is not limited
to former and current shareholders, Company directors, officers, affiliates, legal counsel, expert witnesses and other parties, would
be able to recover fees under this provision.

 In
the event you initiate or assert a claims against us, in accordance with the dispute resolution provisions contained in our amended and
restated Bylaws, and you do not, in a judgment prevail, you will be obligated to reimburse us for all reasonable costs and expenses incurred
in connection with such claim, including, but not limited to, reasonable attorney's fees and expenses and costs of appeal, if any.
Additionally, this provision in Section 7.4 of our amended and restated bylaws could discourage shareholder lawsuits that might otherwise
benefit the Company and its shareholders.

 THE
FEE SHIFTING PROVISION CONTAINED IN THE AMENDED AND RESTATED BYLAWS IS NOT INTENDED TO BE DEEMED A WAIVER BY ANY HOLDER OF COMMON STOCK
OF THE COMPANY'S COMPLIANCE WITH THE U.S. FEDERAL SECURITIES LAWS AND THE RULES AND REGULATIONS PROMULGATED THEREUNDER. THE FEE
SHIFTING PROVISION CONTAINED IN THE AMENDED AND RESTATED BYLAWS DO NOT APPLY TO CLAIMS BROUGHT UNDER THE EXCHANGE ACT AND SECURITIES
ACT.

 Risks
Related to Our Intellectual Property

 Our
success depends on our ability to protect our intellectual property and our proprietary technologies.

 Our
commercial success depends in part on our ability to obtain and maintain patent protection and trade secret protection for our product
candidates, proprietary technologies and their uses as well as our ability to operate without infringing upon the proprietary rights
of others. We generally seek to protect our proprietary position by filing patent applications in the United States and abroad related
to our product candidates, proprietary technologies and their uses that are important to our business. We also seek to protect our proprietary
position by acquiring or in-licensing relevant issued patents or pending applications from third parties.

 Pending
patent applications cannot be enforced against third parties practicing the technology claimed in such applications unless, and until,
patents issue from such applications, and then only to the extent the issued claims cover the technology. There can be no assurance that
our patent applications or the patent applications of our licensor will result in additional patents being issued or that issued patents
will afford sufficient protection against competitors with similar technology, nor can there be any assurance that the patents issued
will not be infringed, designed around or invalidated by third parties.

 Even
issued patents may later be found invalid or unenforceable or may be modified or revoked in proceedings instituted by third parties before
various patent offices or in courts. The degree of future protection for our and our licensor's proprietary rights is uncertain.
Only limited protection may be available and may not adequately protect our rights or permit us to gain or keep any competitive advantage.
These uncertainties and/or limitations in our ability to properly protect the intellectual property rights relating to our product candidates
could have a material adverse effect on our financial condition and results of operations.

 Presently,
we have a worldwide license for use of JOTROL from Aquanova AG, the patent holder of a micellar technology ("NovaSol TM ").
Aquanova AG, a German company, filed an international patent on January 29, 2017 entitled "Resveratrol solubilization product for
pharmaceutical purposes" (PCT/EP2017/O51659). The patent in jointly owned by the Company and Aquanova AG. The priority date of
the patent was June 16, 2016 with expiration in 2036. The patent has been examined by the International Preliminary Examining Authority
of the Patent Cooperation Treaty (PCT), and 15 claims of this patent are deemed Novel, have an Inventive Step, and have Industrial Applicability.
In accordance with the Patent Cooperation Treaty's procedures and with this favorable examination report, this patent has been
granted in USA, specific EU countries, Japan, China and Hong Kong.

 Our
license agreement with Aquanova AG is our most important agreement and critical to maintain as long as JOTROL remains our main and only
product. A loss of this agreement will cause the Company a delay in its plans and would cause the Company to seek out other similar licensing
agreements. Accordingly, the loss of this agreement will have a material adverse effect on our business.

 The
patent application process is subject to numerous risks and uncertainties, and there can be no assurance that we or any of our potential
future collaborators will be successful in protecting our product candidates by obtaining and defending patents. These risks and uncertainties
include the following:

 the
 USPTO and various foreign governmental patent agencies require compliance with a number of procedural, documentary, fee payment and
 other provisions during the patent process, the noncompliance with which can result in abandonment or lapse of a patent or patent
 application, and partial or complete loss of patent rights in the relevant jurisdiction;

 patent
 applications may not result in any patents being issued;

 patents
 may be challenged, invalidated, modified, revoked, circumvented, found to be unenforceable or otherwise may not provide any competitive
 advantage;

 our
 competitors, many of whom have substantially greater resources than we do and many of whom have made significant investments in competing
 technologies, may seek or may have already obtained patents that will limit, interfere with or eliminate our ability to make, use
 and sell our potential product candidates;

 there
 may be significant pressure on the U.S. government and international governmental bodies to limit the scope of patent protection
 both inside and outside the United States for disease treatments that prove successful, as a matter of public policy regarding worldwide
 health concerns; and

 countries
 other than the United States may have patent laws less favorable to patentees than those upheld by U.S. courts, allowing foreign
 competitors a better opportunity to create, develop and market competing product candidates.

 The
patent prosecution process is also expensive and time-consuming, and we and our licensor may not be able to file and prosecute all necessary
or desirable patent applications at a reasonable cost or in a timely manner or in all jurisdictions where protection may be commercially
advantageous. It is also possible that we or our licensor will fail to identify patentable aspects of our research and development output
before it is too late to obtain patent protection.

 In
addition, although we enter into non-disclosure and confidentiality agreements with parties who have access to patentable aspects of
our research and development output, such as our employees, outside scientific collaborators, CROs, third-party manufacturers, consultants,
advisors and other third parties, any of these parties may breach such agreements and disclose such output before a patent application
is filed, thereby jeopardizing our ability to seek patent protection.

 Given
the amount of time required for the development, testing and regulatory review of new product candidates, patents protecting such candidates
might expire before or shortly after such candidates are commercialized. As a result, our intellectual property may not provide us with
sufficient rights to exclude others from commercializing products similar or identical to ours.

 If
the scope of any patent protection we obtain is not sufficiently broad, or if we lose any of our patent protection, our ability to prevent
our competitors from commercializing similar or identical product candidates would be adversely affected.

 The
patent position of biopharmaceutical companies generally is highly uncertain, involves complex legal and factual questions, and has been
the subject of much litigation in recent years. As a result, the issuance, scope, validity, enforceability and commercial value of our
patent rights are highly uncertain. Our pending and future patent applications and those of our licensor may not result in patents being
issued which protect our product candidates or which effectively prevent others from commercializing competitive product candidates.

 Moreover,
the coverage claimed in a patent application can be significantly reduced before the patent is issued, and its scope can be reinterpreted
after issuance. Even if patent applications we own or in-license currently or in the future issue as patents, they may not issue in a
form that will provide us with any meaningful protection, prevent competitors or other third parties from competing with us, or otherwise
provide us with any competitive advantage. Any patents that we own or in-license may be challenged or circumvented by third parties or
may be narrowed or invalidated as a result of challenges by third parties. Consequently, we do not know whether our product candidates
will be protectable or remain protected by valid and enforceable patents. Our competitors or other third parties may be able to circumvent
our patents or the patents of our licensors by developing similar or alternative technologies or products in a non-infringing manner
which could materially adversely affect our business, financial condition, results of operations and prospects.

 The
issuance of a patent is not conclusive as to its inventorship, scope, validity or enforceability, and our patents or the patents of our
licensor may be challenged in the courts or patent offices in the United States and abroad. We may be subject to a third-party pre-issuance
submission of prior art to the USPTO, or become involved in opposition, derivation, revocation, reexamination, post-grant review (PGR)
and inter partes review (IPR), or other similar proceedings challenging our owned patent rights. An adverse determination in any
such submission, proceeding or litigation could reduce the scope of, or invalidate or render unenforceable, our patent rights, allow
third parties to commercialize our product candidates and compete directly with us, without payment to us, or result in our inability
to manufacture or commercialize products without infringing third-party patent rights. Moreover, our patents or the patents of our licensor
may become subject to post-grant challenge proceedings, such as oppositions in a foreign patent office, that challenge our priority of
invention or other features of patentability with respect to our patents and patent applications and those of our licensor. Such challenges
may result in loss of patent rights, loss of exclusivity or in patent claims being narrowed, invalidated or held unenforceable, which
could limit our ability to stop others from using or commercializing similar or identical technology and products, or limit the duration
of the patent protection of our product candidates. Such proceedings also may result in substantial cost and require significant time
from our scientists and management, even if the eventual outcome is favorable to us. In addition, if the breadth or strength of protection
provided by our patents and patent applications or the patents and patent applications of our licensor is threatened, regardless of the
outcome, it could dissuade companies from collaborating with us to license, develop or commercialize current or future product candidates.

 Intellectual
property rights do not necessarily address all potential threats to our competitive advantage.

 The
degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations
and may not adequately protect our business or permit us to maintain our competitive advantage. For example:

 others
 may be able to develop products that are similar to our product candidates but that are not covered by the claims of the patents
 that we own or license;

 we
 or our licensor or collaborators might not have been the first to make the inventions covered by the patent applications that we
 own or license;

 we
 or our licensor or collaborators might not have been the first to file patent applications covering certain of our inventions;

 others
 may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual
 property rights;

 it
 is possible that the pending patent applications we own or license will not lead to issued patents;

 our
 competitors might conduct research and development activities in countries where we do not have patent rights and then use the information
 learned from such activities to develop competitive products for sale in our major commercial markets;

 we
 may not develop additional proprietary technologies that are patentable;

 the
 patents of others may have an adverse effect on our business; and

 we
 may choose not to file a patent in order to maintain certain trade secrets or know-how, and a third-party may subsequently file a
 patent covering such intellectual property.

 Should
any of these events occur, it could significantly harm our business, results of operations and prospects.

 Our
commercial success depends significantly on our ability to operate without infringing the patents and other proprietary rights of third
parties. Claims by third parties that we infringe their proprietary rights may result in liability for damages or prevent or delay our
developmental and commercialization efforts.

 Our
commercial success depends in part on avoiding infringement of the patents and proprietary rights of third parties. However, our research,
development and commercialization activities may be subject to claims that we infringe or otherwise violate patents or other intellectual
property rights owned or controlled by third parties. Other entities may have or obtain patents or proprietary rights that could limit
our ability to make, use, sell, offer for sale or import our product candidates and products that may be approved in the future, or impair
our competitive position. There is a substantial amount of litigation, both within and outside the United States, involving patent and
other intellectual property rights in the biopharmaceutical industry, including patent infringement lawsuits, oppositions, reexaminations,
IPR proceedings and PGR proceedings before the USPTO and/or corresponding foreign patent offices. Numerous third-party U.S. and foreign
issued patents and pending patent applications exist in the fields in which we are developing product candidates. There may be third-party
patents or patent applications with claims to materials, formulations, methods of manufacture or methods for treatment related to the
use or manufacture of our product candidates.

 As
the biopharmaceutical industry expands and more patents are issued, the risk increases that our product candidates may be subject to
claims of infringement of the patent rights of third parties. Because patent applications are maintained as confidential for a certain
period of time, until the relevant application is published, we may be unaware of third-party patents that may be infringed by commercialization
of any of our product candidates, and we cannot be certain that we were the first to file a patent application related to a product candidate
or technology. Moreover, because patent applications can take many years to issue, there may be currently-pending patent applications
that may later result in issued patents that our product candidates may infringe. In addition, identification of third-party patent rights
that may be relevant to our technology is difficult because patent searching is imperfect due to differences in terminology among patents,
incomplete databases and the difficulty in assessing the meaning of patent claims. There is also no assurance that there is not prior
art of which we are aware, but which we do not believe is relevant to our business, which may, nonetheless, ultimately be found to limit
our ability to make, use, sell, offer for sale or import our products that may be approved in the future, or impair our competitive position.
In addition, third parties may obtain patents in the future and claim that use of our technologies infringes upon these patents. Any
claims of patent infringement asserted by third parties would be time consuming and could:

 result
 in costly litigation that may cause negative publicity;

 divert
 the time and attention of our technical personnel and management;

 cause
 development delays;

 prevent
 us from commercializing any of our product candidates until the asserted patent expires or is held finally invalid or not infringed
 in a court of law;

 require
 us to develop non-infringing technology, which may not be possible on a cost-effective basis;

 subject
 us to significant liability to third parties; or

 require
 us to enter into royalty or licensing agreements, which may not be available on commercially reasonable terms, or at all, or which
 might be non-exclusive, which could result in our competitors gaining access to the same technology.

 Although
no third-party has asserted a claim of patent infringement against us as of the date of this prospectus, others may hold proprietary
rights that could prevent our product candidates from being marketed. These claims could be alleged to cover JOTROL in certain treatment
indications. While we believe that these patents are difficult to enforce and that we would have valid defenses to these claims of patent
infringement, we cannot be certain that we would prevail in any dispute and we cannot be certain how an adverse determination would affect
our business.

 It
is possible that a third party may assert a claim of patent infringement directed at any of our product candidates. Any patent-related
legal action against us claiming damages and seeking to enjoin commercial activities relating to our products, treatment indications,
or processes could subject us to significant liability for damages, including treble damages if we were determined to willfully infringe,
and require us to obtain a license to manufacture or market our product candidates. Defense of these claims, regardless of their merit,
would involve substantial litigation expense and would be a substantial diversion of employee resources from our business. We cannot
predict whether we would prevail in any such actions or that any license required under any of these patents would be made available
on commercially acceptable terms, if at all. Moreover, even if we or our future strategic partners were able to obtain a license, the
rights may be nonexclusive, which could result in our competitors gaining access to the same intellectual property. In addition, we cannot
be certain that we could redesign our product candidates, treatment indications, or processes to avoid infringement, if necessary. Accordingly,
an adverse determination in a judicial or administrative proceeding, or the failure to obtain necessary licenses, could prevent us from
developing and commercializing our product candidates, which could harm our business, financial condition and operating results. In addition,
intellectual property litigation, regardless of its outcome, may cause negative publicity and could prohibit us from marketing or otherwise
commercializing our product candidates and technology.

 Parties
making claims against us may be able to sustain the costs of complex patent litigation more effectively than we can because they have
substantially greater resources. Furthermore, because of the substantial amount of discovery required in connection with intellectual
property litigation or administrative proceedings, there is a risk that some of our confidential information could be compromised by
disclosure. In addition, any uncertainties resulting from the initiation and continuation of any litigation could have a material adverse
effect on our ability to raise additional funds or otherwise have a material adverse effect on our business, results of operations, financial
condition and prospects.

 We
may in the future pursue invalidity proceedings with respect to third-party patents. The outcome following legal assertions of invalidity
is unpredictable. Even if resolved in our favor, these legal proceedings may cause us to incur significant expenses and could distract
our technical and management personnel from their normal responsibilities. In addition, there could be public announcements of the results
of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be
negative, it could have a substantial adverse effect on the price of our common stock. Such proceedings could substantially increase
our operating losses and reduce the resources available for development activities or any future sales, marketing or distribution activities.
We may not have sufficient financial or other resources to conduct such proceedings adequately. Some of these third parties may be able
to sustain the costs of such proceedings more effectively than we can because of their greater financial resources. Uncertainties resulting
from the initiation and continuation of patent proceedings could compromise our ability to compete in the marketplace. If we do not prevail
in the patent proceedings the third parties may assert a claim of patent infringement directed at our product candidates.

 We
may not be successful in obtaining or maintaining necessary rights to our product candidates through acquisitions and in-licenses.

 Many
pharmaceutical companies, biotechnology companies, and academic institutions may have patents and patent applications potentially relevant
to our business. We may find it necessary or prudent to obtain licenses to such patents from such third-party intellectual property holders,
for example, in order to avoid infringing these third-party patents. We may also require licenses from third parties for certain technologies
for use with future product candidates. We may be unable to acquire or in-license any compositions, methods of use, processes or other
third-party intellectual property rights from third parties that we identify as necessary for our product candidates. The licensing and
acquisition of third-party intellectual property rights is a competitive area, and a number of more established companies may pursue
strategies to license or acquire third-party intellectual property rights that we may consider attractive or necessary. These established
companies may have a competitive advantage over us due to their size, capital resources and greater clinical development and commercialization
capabilities. In addition, companies that perceive us to be a competitor may be unwilling to assign or license rights to us. We also
may be unable to license or acquire third-party intellectual property rights on terms that would allow us to make an appropriate return
on our investment or at all. If we are unable to successfully obtain rights to required third-party intellectual property rights or maintain
the existing intellectual property rights we have, we may have to abandon development of the relevant program or product candidate, which
could have a material adverse effect on our business, financial condition, results of operations, and prospects.

 We
may be involved in lawsuits to protect or enforce our patents or our licensor's patents, which could be expensive, time consuming
and unsuccessful. Further, our issued patents or our licensor's patents could be found invalid or unenforceable if challenged in
court.

 Competitors
may infringe our intellectual property rights. To prevent infringement or unauthorized use, we may be required to file infringement claims,
which can be expensive and time-consuming. In addition, in a patent infringement proceeding, a court may decide that a patent we own
or in-license is not valid, is unenforceable and/or is not infringed. If we or any of our potential future collaborators were to initiate
legal proceedings against a third-party to enforce a patent directed at one of our product candidates, the defendant could counterclaim
that our patent or the patent of our licensor is invalid and/or unenforceable in whole or in part. In patent litigation in the United
States, defendant counterclaims alleging invalidity and/or unenforceability are commonplace. Grounds for a validity challenge include
an alleged failure to meet any of several statutory requirements, including lack of novelty, obviousness, lack of sufficient written
description, non-enablement, or obviousness-type double patenting. Grounds for an unenforceability assertion could include an allegation
that someone connected with prosecution of the patent withheld relevant information from the USPTO or made a misleading statement during
prosecution.

 Third
parties may also raise similar invalidity claims before the USPTO or patent offices abroad, even outside the context of litigation. Such
mechanisms include re-examination, PGR, IPR, derivation proceedings, and equivalent proceedings in foreign jurisdictions (e.g., opposition
proceedings). The outcome following legal assertions of invalidity and/or unenforceability is unpredictable. With respect to the validity
question, for example, we cannot be certain that there is no invalidating prior art, of which we, our licensor, and the patent examiners
are unaware during prosecution. There is also no assurance that there is not prior art of which we are aware, but which we do not believe
affects the validity or enforceability of a claim in our patents and patent applications or the patents and patent applications of our
licensor, which may, nonetheless, ultimately be found to affect the validity or enforceability of a claim. If a third-party were to prevail
on a legal assertion of invalidity or unenforceability, we would lose at least part, and perhaps all, of the patent protection on our
technology or proprietary drug delivery platform, or any product candidates that we may develop. Such a loss of patent protection would
have a material adverse impact on our business, financial condition, results of operations and prospects.

 In
addition, if the breadth or strength of protection provided by our patents and patent applications or the patents and patent applications
of our licensor is threatened, it could dissuade companies from collaborating with us to license, develop or commercialize current or
future product candidates.

 Even
if resolved in our favor, litigation or other legal proceedings relating to our intellectual property rights may cause us to incur significant
expenses, and could distract our technical and management personnel from their normal responsibilities. In addition, there could be public
announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors
perceive these results to be negative, it could have a substantial adverse effect on the price of our common stock. Such litigation or
proceedings could substantially increase our operating losses and reduce the resources available for development activities or any future
sales, marketing or distribution activities. We may not have sufficient financial or other resources to conduct such litigation or proceedings
adequately. Some of our competitors may be able to sustain the costs of such litigation or proceedings more effectively than we can because
of their greater financial resources. Uncertainties resulting from the initiation and continuation of patent litigation or other proceedings
could compromise our ability to compete in the marketplace. Furthermore, because of the substantial amount of discovery required in connection
with intellectual property litigation or other legal proceedings relating to our intellectual property rights, there is a risk that some
of our confidential information could be compromised by disclosure during this type of litigation or other proceedings.

 In
addition, the issuance of a patent does not give us the right to practice the patented invention. Third parties may have blocking patents
that could prevent us from marketing our own patented product and practicing our own patented technology.

 Intellectual
property litigation may lead to unfavorable publicity that harms our reputation and causes the market price of our common stock to decline.

the course of any intellectual property litigation, there could be public announcements of the initiation of the litigation as well as
results of hearings, rulings on motions, and other interim proceedings in the litigation. If securities analysts or investors regard
these announcements as negative, the perceived value of our existing products, programs or intellectual property could be diminished.
Accordingly, the market price of shares of our common stock may decline. Such announcements could also harm our reputation or the market
for our future products, which could have a material adverse effect on our business.

 Derivation
proceedings may be necessary to determine priority of inventions, and an unfavorable outcome may require us to cease using the related
technology or to attempt to license rights from the prevailing party.

 Derivation
proceedings provoked by third parties or brought by us or declared by the USPTO may be necessary to determine the priority of inventions
with respect to our patents or patent applications or those of our licensor. An unfavorable outcome could require us to cease using the
related technology or to attempt to license rights to it from the prevailing party. Our business could be harmed if the prevailing party
does not offer us a license on commercially reasonable terms. Our defense of derivation proceedings may fail and, even if successful,
may result in substantial costs and distract our management and other employees. In addition, the uncertainties associated with such
proceedings could have a material adverse effect on our ability to raise the funds necessary to continue our clinical trials, continue
our research programs, license necessary technology from third parties or enter into development or manufacturing partnerships that would
help us bring our product candidates to market.

in U.S. patent law, or laws in other countries, could diminish the value of patents in general, thereby impairing our ability to protect
our product candidates.

 As
is the case with other pharmaceutical companies, our success is heavily dependent on intellectual property, particularly patents. Obtaining
and enforcing patents in the pharmaceutical industry involve a high degree of technological and legal complexity. Therefore, obtaining
and enforcing pharmaceutical patents is costly, time consuming and inherently uncertain. Changes in either the patent laws or in the
interpretations of patent laws in the United States and other countries may diminish the value of our intellectual property and may increase
the uncertainties and costs surrounding the prosecution of patent applications and the enforcement or defense of issued patents. We cannot
predict the breadth of claims that may be allowed or enforced in our patents or in third-party patents. In addition, Congress or other
foreign legislative bodies may pass patent reform legislation that is unfavorable to us.

 For
example, the U.S. Supreme Court has ruled on several patent cases in recent years, either narrowing the scope of patent protection available
in certain circumstances or weakening the rights of patent owners in certain situations. In addition to increasing uncertainty with regard
to our ability to obtain patents in the future, this combination of events has created uncertainty with respect to the value of patents,
once obtained. Depending on decisions by the U.S. Congress, the U.S. federal courts, the USPTO, or similar authorities in foreign jurisdictions,
the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain new patents or
to enforce our existing patent and the patents we might obtain or license in the future.

 We
may be subject to claims challenging the inventorship or ownership of our patents and other intellectual property.

 We
may also be subject to claims that former employees or other third parties have an ownership interest in our patents or other intellectual
property. Litigation may be necessary to defend against these and other claims challenging inventorship or ownership. If we fail in defending
any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights. Such an outcome could have
a material adverse effect on our business. Even if we are successful in defending against such claims, litigation could result in substantial
costs and distraction to management and other employees.

 Patent
terms may be inadequate to protect our competitive position on our product candidates for an adequate amount of time.

 Patents
have a limited lifespan. In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is generally
20 years from its earliest U.S. non-provisional filing date. Various extensions may be available, but the life of a patent, and the protection
it affords, is limited. Even if patents covering our product candidates are obtained, once the patent life has expired, we may be open
to competition from competitive products. Given the amount of time required for the development, testing and regulatory review of new
product candidates, patents protecting such candidates might expire before or shortly after such candidates are commercialized. As a
result, our patent portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical
to ours.

 If
we do not obtain patent term extension for our product candidates, our business may be materially harmed.

 Depending
upon the timing, duration and specifics of FDA marketing approval of our product candidates, one or more of our U.S. patents or those
of our licensor may be eligible for limited patent term restoration under the Drug Price Competition and Patent Term Restoration Act
of 1984 (Hatch-Waxman Amendments). The Hatch- Waxman Amendments permit a patent restoration term of up to five years as compensation
for patent term lost during product development and the FDA regulatory review process. A maximum of one patent may be extended per FDA
approved product as compensation for the patent term lost during the FDA regulatory review process. A patent term extension cannot extend
the remaining term of a patent beyond a total of 14 years from the date of product approval and only those claims covering such approved
drug product, a method for using it or a method for manufacturing it may be extended. Patent term extension may also be available in
certain foreign countries upon regulatory approval of our product candidates. However, we may not be granted an extension because of,
for example, failing to apply within applicable deadlines, failing to apply prior to expiration of relevant patents or otherwise failing
to satisfy applicable requirements. Moreover, the applicable time period or the scope of patent protection afforded could be less than
we request. If we are unable to obtain patent term extension or restoration or the term of any such extension is less than we request,
our competitors may obtain approval of competing products following our patent expiration, and our revenue could be reduced, possibly
materially. Further, if this occurs, our competitors may take advantage of our investment in development and trials by referencing our
clinical and preclinical data and launch their product earlier than might otherwise be the case.

 We
may not be able to protect our intellectual property rights throughout the world.

 Filing,
prosecuting and defending patents in all countries throughout the world would be prohibitively expensive, and our intellectual property
rights in some countries outside the United States can be less extensive than those in the United States. In addition, the laws of some
foreign countries do not protect intellectual property rights to the same extent as federal and state laws in the United States. Consequently,
we may not be able to prevent third parties from practicing our inventions in all countries outside the United States or from selling
or importing products made using our inventions in and into the United States or other jurisdictions. Competitors may use our technologies
in jurisdictions where we have not obtained patent protection to develop their own products and, further, may export otherwise infringing
products to territories where we have patent protection, but enforcement is not as strong as that in the United States. These products
may compete with our product candidates, and our patents, the patents of our licensors, or other intellectual property rights may not
be effective or sufficient to prevent them from competing.

 Many
companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The
legal systems of many foreign countries do not favor the enforcement of patents and other intellectual property protection, which could
make it difficult for us to stop the infringement of our patents or our licensor's patents or marketing of competing products in
violation of our proprietary rights. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial costs
and divert our efforts and attention from other aspects of our business, could put our patents or the patents of our licensors at risk
of being invalidated or interpreted narrowly and our patent applications or the patent applications of our licensor at risk of not issuing
and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or
other remedies awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights
around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.

 Many
countries have compulsory licensing laws under which a patent owner may be compelled to grant licenses to third parties. In addition,
many countries limit the enforceability of patents against government agencies or government contractors. In these countries, the patent
owner may have limited remedies, which could materially diminish the value of such patent. If we are forced to grant a license to third
parties with respect to any patents relevant to our business, our competitive position may be impaired, and our business, financial condition,
results of operations and prospects may be adversely affected.

 Obtaining
and maintaining our patent protection depends on compliance with various procedural, documentary, fee payment and other requirements
imposed by regulations and governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance
with these requirements.

 Periodic
maintenance fees, renewal fees, annuity fees and various other governmental fees on patents and/or applications will be due to the USPTO
and various foreign patent offices at various points over the lifetime of our patents and/or applications and those of our licensors.
We have systems in place to remind us to pay these fees, and we rely on our outside patent annuity service to pay these fees when due.
Additionally, the USPTO and various foreign patent offices require compliance with a number of procedural, documentary, fee payment and
other similar provisions during the patent application process. We employ reputable law firms and other professionals to help us comply,
and in many cases, an inadvertent lapse can be cured by payment of a late fee or by other means in accordance with rules applicable to
the particular jurisdiction. However, there are situations in which noncompliance can result in abandonment or lapse of the patent or
patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. If such an event were to occur,
it could have a material adverse effect on our business.

 If
our trademarks and trade names are not adequately protected, then we may not be able to build name recognition in our markets of interest
and our business may be adversely affected.

 We
intend to use registered or unregistered trademarks or trade names to brand and market ourselves and our products. Our trademarks or
trade names may be challenged, infringed, circumvented or declared generic or determined to be infringing on other marks. We may not
be able to protect our rights to these trademarks and trade names, which we need to build name recognition among potential partners or
customers in our markets of interest. At times, competitors may adopt trade names or trademarks similar to ours, thereby impeding our
ability to build brand identity and possibly leading to market confusion. In addition, there could be potential trade name or trademark
infringement claims brought by owners of other registered trademarks or trademarks that incorporate variations of our registered or unregistered
trademarks or trade names. Over the long term, if we are unable to establish name recognition based on our trademarks and trade names,
then we may not be able to compete effectively, and our business may be adversely affected. Our efforts to enforce or protect our proprietary
rights related to trademarks, trade secrets, domain names, copyrights or other intellectual property may be ineffective and could result
in substantial costs and diversion of resources and could adversely affect our financial condition or results of operations.

 If
we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.

 In
addition, we rely on the protection of our trade secrets, including unpatented know-how, technology and other proprietary information
to maintain our competitive position. Although we have taken steps to protect our trade secrets and unpatented know-how, including entering
into confidentiality agreements with third parties, and confidential information and inventions agreements with employees, consultants
and advisors, we cannot provide any assurances that all such agreements have been duly executed, and any of these parties may breach
the agreements and disclose our proprietary information, including our trade secrets, and we may not be able to obtain adequate remedies
for such breaches. Enforcing a claim that a party illegally disclosed or misappropriated a trade secret is difficult, expensive and time-consuming,
and the outcome is unpredictable. In addition, some courts inside and outside the United States are less willing or unwilling to protect
trade secrets.

 Moreover,
third parties may still obtain this information or may come upon this or similar information independently, and we would have no right
to prevent them from using that technology or information to compete with us. If any of these events occurs or if we otherwise lose protection
for our trade secrets, the value of this information may be greatly reduced, and our competitive position would be harmed. If we do not
apply for patent protection prior to such publication or if we cannot otherwise maintain the confidentiality of our proprietary technology
and other confidential information, then our ability to obtain patent protection or to protect our trade secret information may be jeopardized.

 We
may be subject to claims that we or our employees have wrongfully used or disclosed alleged confidential information or trade secrets.

 We
have entered into and may enter in the future into non-disclosure and confidentiality agreements to protect the proprietary positions
of third parties, such as outside scientific collaborators, CROs, third-party manufacturers, consultants, advisors, potential partners,
lessees of shared multi-company property and other third parties. We may become subject to litigation where a third-party asserts that
we or our employees inadvertently or otherwise breached the agreements and used or disclosed trade secrets or other information proprietary
to the third parties. Defense of such matters, regardless of their merit, could involve substantial litigation expense and be a substantial
diversion of employee resources from our business. We cannot predict whether we would prevail in any such actions. Moreover, intellectual
property litigation, regardless of its outcome, may cause negative publicity and could prohibit us from marketing or otherwise commercializing
our product candidates and technology. Failure to defend against any such claim could subject us to significant liability for monetary
damages or prevent or delay our developmental and commercialization efforts, which could adversely affect our business. Even if we are
successful in defending against these claims, litigation could result in substantial costs and be a distraction to our management team
and other employees.

 Parties
making claims against us may be able to sustain the costs of complex intellectual property litigation more effectively than we can because
they have substantially greater resources. Furthermore, because of the substantial amount of discovery required in connection with intellectual
property litigation, there is a risk that some of our confidential information could be compromised by disclosure. In addition, any uncertainties
resulting from the initiation and continuation of any litigation could have a material adverse effect on our ability to raise additional
funds or otherwise have a material adverse effect on our business, operating results, financial condition and prospects.

 We
may be subject to claims that we have wrongfully hired an employee from a competitor or that we or our employees have wrongfully used
or disclosed alleged confidential information or trade secrets of their former employers.

 As
is common in the pharmaceutical industry, in addition to our employees, we engage the services of consultants to assist us in the development
of our product candidates. Many of these consultants, and many of our employees, were previously employed at, or may have previously
provided or may be currently providing consulting services to, other pharmaceutical companies including our competitors or potential
competitors. We may become subject to claims that we, our employees or a consultant inadvertently or otherwise used or disclosed trade
secrets or other information proprietary to their former employers or their former or current clients. Litigation may be necessary to
defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual
property rights or personnel, which could adversely affect our business. Even if we are successful in defending against these claims,
litigation could result in substantial costs and be a distraction to our management team and other employees.

 Our
rights to develop and commercialize our technology and product candidates may be subject, in part, to the terms and conditions of licenses
granted to us by others.

 We
have entered into a license agreement with Aquanova AG, a German company, pursuant to which we have acquired the exclusive right to certain
patents and patent applications in micellar technologies that revolutionizes the bioavailability profile of resveratrol to treat certain
rare diseases and Alzheimer's disease by eliminating the severe gastro-intestinal side effects experienced at effective dose levels
of resveratrol. We may enter into additional license agreements in the future with others to advance our research or allow commercialization
of product candidates. These and other licenses may not provide exclusive rights to use such intellectual property and technology in
all relevant fields of use and in all territories in which we may wish to develop or commercialize our technology and products in the
future.

 In
addition, subject to the terms of any such license agreements, we may not have the right to control the preparation, filing, prosecution,
maintenance, enforcement, and defense of patents and patent applications covering the technology that we license from third parties.
In such an event, we cannot be certain that these patents and patent applications will be prepared, filed, prosecuted, maintained, enforced,
and defended in a manner consistent with the best interests of our business. If our licensor fails to prosecute, maintain, enforce, and
defend such patents, or lose rights to those patents or patent applications, the rights we have licensed may be reduced or eliminated,
and our right to develop and commercialize any of our products that are subject of such licensed rights could be adversely affected.

 Our
licensor may have relied on third-party consultants or collaborators or on funds from third parties such that our licensor are not the
sole and exclusive owners of the patents we in-licensed. If other third parties have ownership rights to our in-licensed patents, they
may be able to license such patents to our competitors, and our competitors could market competing products and technology. This could
have a material adverse effect on our competitive position, business, financial conditions, results of operations, and prospects.

 It
is possible that we may be unable to obtain additional licenses at a reasonable cost or on reasonable terms, if at all. Even if we are
able to obtain a license, it may be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. In
that event, we may be required to expend significant time and resources to redesign our technology, product candidates, or the methods
for manufacturing them or to develop or license replacement technology, all of which may not be feasible on a technical or commercial
basis. If we are unable to do so, we may be unable to develop or commercialize the affected product candidates, which could harm our
business, financial condition, results of operations, and prospects significantly. We cannot provide any assurances that third-party
patents do not exist which might be enforced against our current technology, manufacturing methods, product candidates, or future methods
or products resulting in either an injunction prohibiting our manufacture or future sales, or, with respect to our future sales, an obligation
on our part to pay royalties and/or other forms of compensation to third parties, which could be significant.

 If
we fail to comply with our obligations in the agreements under which we license intellectual property rights from third parties or otherwise
experience disruptions to our business relationships with our licensors, we could lose license rights that are important to our business.

 Disputes
may arise between us and our licensor or potential licensors regarding intellectual property subject to a license agreement, including:

 the
 scope of rights granted under the license agreement and other interpretation-related issues;

 whether
 and the extent to which our technology and processes infringe on intellectual property of the licensor that is not subject to the
 licensing agreement;

 our
 right to sublicense patents and other rights to third parties;

 our
 diligence obligations under the license agreement and what activities satisfy those diligence obligations;

 our
 right to transfer or assign the license;

 the
 inventorship and ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors
 and us and our partners; and

 the
 priority of invention of patented technology.

 In
addition, the agreements under which we license intellectual property or technology from third parties are complex, and certain provisions
in such agreements may be susceptible to multiple interpretations. The resolution of any contract interpretation disagreement that may
arise could narrow what we believe to be the scope of our rights to the relevant intellectual property or technology, or increase what
we believe to be our financial or other obligations under the relevant agreement, either of which could have a material adverse effect
on our business, financial condition, results of operations, and prospects. Moreover, if disputes over intellectual property that we
have licensed prevent or impair our ability to maintain our current licensing arrangements on commercially acceptable terms, we may be
unable to successfully develop and commercialize the affected product candidates, which could have a material adverse effect on our business,
financial conditions, results of operations, and prospects.

 In
spite of our best efforts, our licensor or potential licensors might conclude that we have materially breached our license agreements
and might therefore terminate the license agreements, thereby removing our ability to develop and commercialize products and technology
covered by these license agreements. If these in-licenses are terminated, or if the underlying patents fail to provide the intended exclusivity,
competitors would have the freedom to seek regulatory approval of, and to market, products identical to ours. This could have a material
adverse effect on our competitive position, business, financial conditions, results of operations, and prospects.

 The
patent protection and patent prosecution for some of our product candidates may be dependent on third parties.

 While
we normally seek to obtain the right to control prosecution, maintenance and enforcement of the patents relating to our product candidates,
there may be times when the filing and prosecution activities for patents relating to our product candidates are controlled by our licensor,
potential licensors or collaboration partners. If any of our licensor, potential licensors or collaboration partners fail to prosecute,
maintain and enforce such patents and patent applications in a manner consistent with the best interests of our business, including by
payment of all applicable fees for patents covering our product candidates, we could lose our rights to the intellectual property or
our exclusivity with respect to those rights, our ability to develop and commercialize those product candidates may be adversely affected
and we may not be able to prevent competitors from making, using and selling competing products. In addition, even where we have the
right to control patent prosecution of patents and patent applications we have licensed to and from third parties, we may still be adversely
affected or prejudiced by actions or inactions of our licensees, our licensors and their counsel that took place prior to the date upon
which we assumed control over patent prosecution.

 Intellectual
property discovered through government funded programs may be subject to federal regulations such as "march-in" rights, certain
reporting requirements and a preference for U.S.-based companies. Compliance with such regulations may limit our exclusive rights and
limit our ability to contract with non-U.S. manufacturers.

 We
have patent applications, in addition to the in-licensed patent from Aquanova AG, that were generated through the use of U.S. government
funding or grants, and may acquire or license in the future intellectual property rights that have been generated through the use of
U.S. government funding or grants. Pursuant to the Bayh-Dole Act of 1980, the U.S. government has certain rights in inventions developed
with government funding. These U.S. government rights include a non-exclusive, non-transferable, irrevocable worldwide license to use
inventions for any governmental purpose. In addition, the U.S. government has the right, under certain limited circumstances, to require
us to grant exclusive, partially exclusive, or non-exclusive licenses to any of these inventions to a third-party if it determines that:
(1) adequate steps have not been taken to commercialize the invention; (2) government action is necessary to meet public health or safety
needs; or (3) government action is necessary to meet requirements for public use under federal regulations (also referred to as "march-in
rights"). If the U.S. government exercised its march-in rights in our future intellectual property rights that are generated through
the use of U.S. government funding or grants, we could be forced to license or sublicense intellectual property developed by us or that
we license on terms unfavorable to us, and there can be no assurance that we would receive compensation from the U.S. government for
the exercise of such rights. The U.S. government also has the right to take title to these inventions if the grant recipient fails to
disclose the invention to the government or fails to file an application to register the intellectual property within specified time
limits. Intellectual property generated under a government funded program is also subject to certain reporting requirements, compliance
with which may require us to expend substantial resources. In addition, the U.S. government requires that any products embodying any
of these inventions or produced through the use of any of these inventions be manufactured substantially in the United States. This preference
for U.S. industry may be waived by the federal agency that provided the funding if the owner or assignee of the intellectual property
can show that reasonable but unsuccessful efforts have been made to grant licenses on similar terms to potential licensees that would
be likely to manufacture substantially in the United States or that under the circumstances domestic manufacture is not commercially
feasible. This preference for U.S. industry may limit our ability to contract with non-U.S. product manufacturers for products covered
by such intellectual property.

 Risks
Related to Our Dependence on Third Parties

 We
rely, and expect to continue to rely, on third parties to conduct our clinical trials and those third parties may not perform satisfactorily,
including failing to meet deadlines for the completion of such trials, research and studies, which may harm our business.

 We
do not have the ability to independently conduct our clinical trials. We currently rely on third parties, such as CROs, clinical data
management organizations, medical institutions and clinical investigators, to conduct our current and planned clinical trials of JOTROL
and we expect to continue to rely upon third parties to conduct additional clinical trials for JOTROL and other product candidates. Third
parties have a significant role in the conduct of our clinical trials and the subsequent collection and analysis of data. These third
parties are not our employees, and except for remedies available to us under our agreements with such third parties, we have limited
ability to control the amount or timing of resources that any such third-party will devote to our clinical trials. The third parties
we rely on for these services may also have relationships with other entities, some of which may be our competitors. Some of these third
parties may terminate their engagements with us at any time. If we need to enter into alternative arrangements with a third-party, it
would delay our drug development activities.

 Our
reliance on these third parties for such drug development activities will reduce our control over these activities but will not relieve
us of our regulatory responsibilities. For example, we will remain responsible for ensuring that each of our clinical trials is conducted
in accordance with the general investigational plan and protocols for the trial. Moreover, the FDA requires us to comply with GCP standards,
regulations for conducting, recording and reporting the results of clinical trials to assure that data and reported results are reliable
and accurate and that the rights, integrity and confidentiality of trial participants are protected. The EMA also requires us to comply
with similar standards. Regulatory authorities enforce these GCP requirements through periodic inspections of trial sponsors, principal
investigators and trial sites. If we or any of our CROs fail to comply with applicable GCP requirements, the clinical data generated
in our clinical trials may be deemed unreliable and the FDA, EMA or comparable foreign regulatory authorities may require us to perform
additional clinical trials before approving our marketing applications. We cannot assure you that upon inspection by a given regulatory
authority, such regulatory authority will determine that any of our clinical trials substantially comply with GCP regulations. In addition,
our clinical trials must be conducted with product produced under current cGMP regulations. Our failure to comply with these regulations
may require us to repeat clinical trials, which would delay the marketing approval process.

 If
these third parties do not successfully carry out their contractual duties, meet expected deadlines or conduct our clinical trials in
accordance with regulatory requirements or our stated protocols, we will not be able to obtain, or may be delayed in obtaining, marketing
approvals for our product candidates and will not be able to, or may be delayed in our efforts to, successfully commercialize our product
candidates.

 We
also expect to rely on third parties to store and distribute drug supplies for our clinical trials. Any performance failure on the part
of our distributors could delay clinical development or marketing approval of our product candidates or commercialization of our products,
producing additional losses and depriving us of potential product revenue.

 We
contract with third parties for the production of our product candidates for preclinical studies and, in the case of JOTROL, our ongoing
clinical trial, and expect to continue to do so for additional clinical trials and ultimately for commercialization. This reliance on
third parties increases the risk that we will not have sufficient quality and quantities of our product candidates or such quantities
at an acceptable cost, which could delay, prevent or impair our development or commercialization efforts.

 We
do not currently have the infrastructure or internal capability to manufacture supplies of our product candidates for use in development
and commercialization. We rely, and expect to continue to rely, on third-party manufacturers for the production of our product candidates
for preclinical studies and clinical trials under the guidance of members of our organization. We are presently relying on a single third-party
manufacturer and are presently evaluating a second source alternative manufacturer. Changing our third-party manufacturer could result
in delays in our manufacturing supply chain which could delay or otherwise impact our development of JOTROL and result in increased costs
related to JOTROL. We do not have long-term supply agreements, and we purchase our required drug product on a purchase order basis, which
means that aside from any binding purchase orders we have from time to time, our supplier could cease supplying to us or change the terms
on which it is willing to continue supplying to us at any time. If we were to experience an unexpected loss of supply of JOTROL or any
other product candidates for any reason, whether as a result of manufacturing, supply or storage issues or otherwise, we could experience
delays, disruptions, suspensions or terminations of, or be required to restart or repeat, any pending or ongoing clinical trials.

 We
expect to continue to rely on third-party manufacturers for the commercial supply of any of our product candidates for which we obtain
marketing approval. We may be unable to maintain or establish required agreements with third-party manufacturers or to do so on acceptable
terms. Even if we are able to establish agreements with third-party manufacturers, reliance on third-party manufacturers entails additional
risks, including:

 the
 failure of the third-party to manufacture our product candidates according to our schedule and specifications, or at all, including
 if our third-party contractors give greater priority to the supply of other products over our product candidates or otherwise do
 not satisfactorily perform according to the terms of the agreements between us and them;

 the
 termination or nonrenewal of arrangements or agreements by our third-party contractors at a time that is costly or inconvenient for
 us;

 the
 breach by the third-party contractors of our agreements with them;

 the
 failure of third-party contractors to comply with applicable regulatory requirements, including cGMPs;

 the
 failure of the third-party to manufacture our product candidates according to our specifications;

 the
 mislabeling of clinical supplies, potentially resulting in the wrong dose amounts being supplied or active drug or placebo not being
 properly identified;

 clinical
 supplies not being delivered to clinical sites on time, leading to clinical trial interruptions, or of drug supplies not being distributed
 to commercial vendors in a timely manner, resulting in lost sales; and

 the
 misappropriation of our proprietary information, including our trade secrets and know-how.

 We
do not have complete control over all aspects of the manufacturing process of our CDMOs and are dependent on these CDMOs for compliance
with cGMP regulations for manufacturing both active pharmaceutical ingredients (API) and finished drug products. We are in the process
of developing our supply chain for each of our product candidates and intend to put in place framework agreements under which CDMOs will
generally provide us with necessary quantities of API and drug product on a project-by-project basis based on our development needs.
As we advance our product candidates through development, we will consider our lack of redundant supply for the API and drug product
for each of our product candidates to protect against any potential supply disruptions. However, we may be unsuccessful in putting in
place such framework agreements or protecting against potential supply disruptions.

 Third-party
manufacturers may not be able to comply with cGMP regulations or similar regulatory requirements outside of the United States. If our
CDMOs cannot successfully manufacture material that conforms to our specifications and the strict regulatory requirements of the FDA,
EMA or others, they will not be able to secure and/or maintain marketing approval for their manufacturing facilities. In addition, we
do not have control over the ability of our CDMOs to maintain adequate quality control, quality assurance and qualified personnel. If
the FDA, EMA or a comparable foreign regulatory authority does not approve these facilities for the manufacture of our product candidates
or if it withdraws any such approval in the future, we will need to find alternative manufacturing facilities, and those new facilities
would need to be inspected and approved by FDA, EMA or comparable regulatory authority prior to commencing manufacturing, which would
significantly impact our ability to develop, obtain marketing approval for or market our product candidates, if approved. Our failure,
or the failure of our third-party manufacturers, to comply with applicable regulations could result in sanctions being imposed on us,
including fines, injunctions, civil penalties, delays, suspension or withdrawal of approvals, license revocation, seizures or recalls
of product candidates or drugs, operating restrictions and criminal prosecutions, any of which could significantly and adversely affect
supplies of our product candidates or drugs and harm our business and results of operations.

 Our
current and anticipated future dependence upon others for the manufacture of our product candidates may adversely affect our future profit
margins and our ability to commercialize any product candidates that receive marketing approval on a timely and competitive basis.

 Our
reliance on third parties may require us to share our trade secrets, which increases the possibility that a competitor will discover
them or that our trade secrets will be misappropriated or disclosed.

 Because
we currently rely on third parties in the course of our business, we may share our proprietary technology and confidential information,
including trade secrets, with them. We seek to protect our proprietary technology, in part, by entering into confidentiality agreements,
and, if applicable, material transfer agreements, collaborative research agreements, consulting agreements or other similar agreements
with our collaborators, advisors, employees and consultants prior to beginning research or disclosing proprietary information. These
agreements typically limit the rights of the third parties to use or disclose our confidential information. Despite the contractual provisions
employed when working with third parties, the need to share trade secrets and other confidential information increases the risk that
such trade secrets become known by our competitors, are intentionally or inadvertently incorporated into the technology of others or
are disclosed or used in violation of these agreements. Given that our proprietary position is based, in part, on our know-how and trade
secrets and despite our efforts to protect our trade secrets, a competitor's discovery of our proprietary technology and confidential
information or other unauthorized use or disclosure would impair our competitive position and may have a material adverse effect on our
business, financial condition, results of operations and prospects.

 If
we engage in future acquisitions or strategic partnerships, this may increase our capital requirements, dilute our stockholders, cause
us to incur debt or assume contingent liabilities, and subject us to other risks.

 From
time to time, we may evaluate various acquisition opportunities and strategic partnerships, including licensing or acquiring complementary
products, intellectual property rights, technologies or businesses. Any potential acquisition or strategic partnership may entail numerous
risks, including:

 increased
 operating expenses and cash requirements;

 the
 assumption of additional indebtedness or contingent liabilities;

 the
 issuance of our equity securities;

 assimilation
 of operations, intellectual property and products of an acquired company, including difficulties associated with integrating new
 personnel;

 the
 diversion of our management's attention from our existing programs and initiatives in pursuing such a strategic merger or acquisition;

 retention
 of key employees, the loss of key personnel and uncertainties in our ability to maintain key business relationships;

 risks
 and uncertainties associated with the other party to such a transaction, including the prospects of that party and their existing
 products or product candidates and marketing approvals; and

 our
 inability to generate revenue from acquired technology and/or products sufficient to meet our objectives in undertaking the acquisition
 or even to offset the associated acquisition and maintenance costs.

 In
addition, if we undertake acquisitions or pursue partnerships in the future, we may issue dilutive securities, assume or incur debt obligations,
incur large one-time expenses and acquire intangible assets that could result in significant future amortization expense.

 If
we decide to establish collaborations, but are not able to establish those collaborations on commercially reasonable terms, we may have
to alter our development and commercialization plans.

 Our
drug development programs and the potential commercialization of our product candidates will require substantial additional cash to fund
expenses. We may seek to selectively form collaborations to expand our capabilities, potentially accelerate research and development
activities and provide for commercialization activities by third parties. In addition, we intend to explore strategic partnering and
collaboration opportunities to out-license rights to our research programs and drug candidates for indications in which we are unlikely
to pursue development and commercialization. In parallel, we will also evaluate select external opportunities to strategically expand
our portfolio. Any of these relationships may require us to incur non-recurring and other charges, increase our near- and long-term expenditures,
issue securities that dilute our existing stockholders, or disrupt our management and business.

 We
would face significant competition in seeking appropriate collaborators and the negotiation process is time-consuming and complex. Whether
we reach a definitive agreement for a collaboration will depend, among other things, upon our assessment of the collaborator's
resources and expertise, the terms and conditions of the proposed collaboration and the proposed collaborator's evaluation of a
number of factors. Those factors may include the design or results of clinical trials, the likelihood of approval by the FDA, EMA or
comparable foreign regulatory authorities, the potential market for the subject product candidate, the costs and complexities of manufacturing
and delivering such product candidate to patients, the potential of competing drugs, the existence of uncertainty with respect to our
ownership of intellectual property and industry and market conditions generally. The potential collaborator may also consider alternative
product candidates or technologies for similar indications that may be available to collaborate on and whether such collaboration could
be more attractive than the one with us for our product candidate. Further, we may not be successful in our efforts to establish a collaboration
or other alternative arrangements for product candidates because they may be deemed to be at too early of a stage of development for
collaborative effort and third parties may not view them as having the requisite potential to demonstrate safety and efficacy.

 In
addition, there have been a significant number of recent business combinations among large pharmaceutical companies that have resulted
in a reduced number of potential future collaborators. Even if we are successful in entering into a collaboration, the terms and conditions
of that collaboration may restrict us from entering into future agreements on certain terms with potential collaborators.

 If
and when we seek to enter into collaborations, we may not be able to negotiate collaborations on a timely basis, on acceptable terms,
or at all. If we are unable to do so, we may have to curtail the development of a product candidate, reduce or delay its development
program or one or more of our other development programs, delay its potential commercialization or reduce the scope of any sales or marketing
activities, or increase our expenditures and undertake development or commercialization activities at our own expense. If we elect to
increase our expenditures to fund development or commercialization activities on our own, we may need to obtain additional capital, which
may not be available to us on acceptable terms or at all. If we do not have sufficient funds, we may not be able to further develop our
product candidates or bring them to market and generate product revenue.

 We
may enter into collaborations with third parties for the development and commercialization of product candidates. If those collaborations
are not successful, we may not be able to capitalize on the market potential of these product candidates.

 If
we enter into any collaboration arrangements with any third parties, we will likely have limited control over the amount and timing of
resources that our collaborators dedicate to the development or commercialization of our product candidates. Our ability to generate
revenues from these arrangements will depend on our collaborators' abilities and efforts to successfully perform the functions
assigned to them in these arrangements. Collaborations involving our product candidates would pose numerous risks to us, including the
following:

 have significant discretion in determining the efforts and resources that they will apply to, and the manner in which they perform
 their obligations under, these collaborations and may not perform their obligations as expected;

 may deemphasize or not pursue development and commercialization of our product candidates or may elect not to continue or renew development
 or commercialization programs based on clinical trial results, changes in the collaborators' strategic focus, including as
 a result of a business combination or sale or disposition of a business unit or development function, or available funding or external
 factors such as an acquisition that diverts resources or creates competing priorities;

 may delay clinical trials, provide insufficient funding for a clinical trial program, stop a clinical trial or abandon a product
 candidate, repeat or conduct new clinical trials or require a new formulation of a product candidate for clinical testing;

 could independently develop, or develop with third parties, products that compete directly or indirectly with our product candidates
 if the collaborators believe that competitive products are more likely to be successfully developed or can be commercialized under
 terms that are more economically attractive than ours;

 a
 collaborator with marketing and distribution rights to multiple products may not commit sufficient resources to the marketing and
 distribution of our product relative to other products;

 we
 may grant exclusive rights to our collaborators that would prevent us from collaborating with others;

 may not properly obtain, maintain, defend or enforce our intellectual property rights or may use our proprietary information and
 intellectual property in such a way as to invite litigation or other intellectual property related proceedings that could jeopardize
 or invalidate our proprietary information and intellectual property or expose us to potential litigation or other intellectual property
 related proceedings;

 disputes
 may arise between the collaborators and us that result in the delay or termination of the research, development or commercialization
 of our product candidates or that result in costly litigation or arbitration that diverts management attention and resources;

 collaborations
 may be terminated and, if terminated, may result in a need for additional capital to pursue further development or commercialization
 of the applicable product candidates;

 collaboration
 agreements may not lead to development or commercialization of product candidates in the most efficient manner or at all;

 may not provide us with timely and accurate information regarding development progress and activities under the collaboration or
 may limit our ability to share such information, which could adversely impact our ability to report progress to our investors and
 otherwise plan our own development of our product candidates;

 may own or co-own intellectual property covering our products that results from our collaborating with them, and in such cases, we
 would not have the exclusive right to develop or commercialize such intellectual property; and

 a
 collaborator's sales and marketing activities or other operations may not be in compliance with applicable laws resulting in
 civil or criminal proceedings.

 We
also collaborate with a network of experts who advise and support our development efforts. In the future, such experts may not collaborate
with us which could affect our ability to develop our product candidates and proprietary delivery platform as such experts potentially
provide us with access to ideas to address the needs of muscle diseases.

 Risks
Related to Ownership of Our Common Stock

 The Company's
failure to meet the continued listing requirements of The Nasdaq Capital Market could result in a delisting of its securities.

 Our common
stock is currently listed for trading on Nasdaq. On March 21, 2025, the Company received Notice from Nasdaq stating that the Company it
is not in compliance with the minimum bid price requirement as set forth under NASDAQ Listing Rule 5550(a)(2) for continued listing of
its common stock on the NASDAQ. Listing Rule 5550(a)(2) requires the registrant to maintain a minimum bid price of $1.00 USD per share
for its securities listed on the NASDAQ, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement
exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company's shares
for the 30 consecutive business days prior to the Notice (February 6, 2025 through March 20, 2025), the Company no longer meets the minimum
bid price requirement.

 Pursuant to Nasdaq Listing Rules,
the Company has been provided 180 calendar days, or until September 17, 2025, to regain compliance with NASDAQ Listing Rule 5550(a)(2).
In addition, the Company may have an opportunity for an additional extension of time to meet the minimum bid price requirement, if certain
conditions are met. If the Company is not able to demonstrate compliance with the minimum bid price required by September 17, 2025, it
may be delisted from Nasdaq. If Nasdaq takes steps to de-list the Company's common stock, it would likely have a negative effect
on the price of the Company's common stock and may impair a stockholder's ability to sell or purchase shares of our common
stock. In addition, delisting could impair our ability to raise additional capital.

 The
price of our common stock could be subject to rapid and substantial volatility.

 There
have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with recent initial
public offerings, especially among those with relatively smaller public floats. As a relatively small-capitalization company with relatively
small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume and less liquidity
than large-capitalization companies. In particular, the common stock may be subject to rapid and substantial price volatility, low volumes
of trades and large spreads in bid and ask prices. Such volatility, including any stock-run up, may be unrelated to our actual or expected
operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing
value of our common stock.

 In
addition, if the trading volumes of our common stock are low, persons buying or selling in relatively small quantities may easily influence
prices of our common stock. This low volume of trades could also cause the price of our common stock to fluctuate greatly, with large
percentage changes in price occurring in any trading day session. Holders of our common stock may also not be able to readily liquidate
their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic
and political conditions may also adversely affect the market price of our common stock. As a result of this volatility, investors may
experience losses on their investment in our common stock. A decline in the market price of our common stock also could adversely affect
our ability to sell additional shares or common stock or other securities and our ability to obtain additional financing in the future.
No assurance can be given that an active market in our common stock will develop or be sustained. If an active market does not develop,
holders of our common stock may be unable to readily sell the common stock they hold or may not be able to sell their common stock at
all.

 The
market price of our common stock may be volatile, and you could lose all or part of your investment.

 We
cannot predict the prices at which our common stock will trade. The market price of our common stock may fluctuate substantially. The
market price of our common stock will depend on a number of factors, including those described in this "Risk Factors" section,
many of which are beyond our control and may not be related to our operating performance. In addition, the limited public float of our
common stock will tend to increase the volatility of the trading price of our common stock. The stock market in general, and pharmaceutical
and biotechnology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate
to the operating performance of these companies. These fluctuations could cause you to lose all or part of your investment in our common
stock. Factors that could cause fluctuations in the market price of our common stock include, but are not limited to, the following:

 the
 timing and results of preclinical studies and clinical trials of our product candidates, those conducted by third parties or those
 of our competitors;

 the
 success of competitive products or announcements by potential competitors of their product development efforts;

 regulatory
 actions with respect to our products or our competitors' products;

 actual
 or anticipated changes in our growth rate relative to our competitors;

 regulatory
 or legal developments in the United States and other countries;

 developments
 or disputes concerning patent applications, issued patents or other proprietary rights;

 the
 recruitment or departure of key personnel;

 announcements
 by us or our competitors of significant acquisitions, strategic collaborations, joint ventures, collaborations or capital commitments;

 actual
 or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts;

 fluctuations
 in the valuation of companies perceived by investors to be comparable to us;

 market
 conditions in the pharmaceutical and biotechnology sector;

 changes
 in the structure of healthcare payment systems;

 share
 price and volume fluctuations attributable to inconsistent trading volume levels of our shares;

 announcement
 or expectation of additional financing efforts;

 sales
 of our common stock by us, our insiders or our other stockholders;

 expiration
 of market stand-off or lock-up agreements;

 the
 impact of any natural disasters or public health emergencies; and

 general
 economic, political, industry and market conditions.

 The
realization of any of the above risks or any of a broad range of other risks, including those described in this "Risk Factors"
section, could have a dramatic and adverse impact on the market price of our common stock.

 If
securities or industry analysts do not publish research or reports, or if they publish adverse or misleading research or reports, regarding
us, our business or our market, our stock price and trading volume could decline.

 The
trading market for our common stock will be influenced by the research and reports that securities or industry analysts publish about
us, our business or our market. We do not currently have and may never obtain research coverage by securities or industry analysts. If
no or few securities or industry analysts commence coverage of us, the stock price would be negatively impacted. In the event we obtain
securities or industry analyst coverage, if any of the analysts who cover us issue adverse or misleading research or reports regarding
us, our business model, our intellectual property, our stock performance or our market, or if our operating results fail to meet the
expectations of analysts, our stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish
reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume
to decline.

 Our
operating results may fluctuate significantly, which makes our future operating results difficult to predict and could cause our operating
results to fall below expectations or our guidance.

 Our
quarterly and annual operating results may fluctuate significantly in the future, which makes it difficult for us to predict our future
operating results. From time to time, we may enter into license or collaboration agreements or strategic partnerships with other companies
that include development funding and significant upfront and milestone payments and/or royalties, which may become an important source
of our revenue. These upfront and milestone payments may vary significantly from period to period and any such variance could cause a
significant fluctuation in our operating results from one period to the next.

 In
addition, we measure compensation cost for stock-based awards made to employees at the grant date of the award, based on the fair value
of the award as determined by our board of directors, and recognize the cost as an expense over the employee's requisite service
period. As the variables that we use as a basis for valuing these awards change over time, including, after the closing of our initial
public offering, our underlying stock price and stock price volatility, the magnitude of the expense that we must recognize may vary
significantly.

 Furthermore,
our operating results may fluctuate due to a variety of other factors, many of which are outside of our control and may be difficult
to predict, including the following:

 the
 timing and cost of, and level of investment in, research and development activities relating to our current product candidates and
 any future product candidates and research-stage programs, which will change from time to time;

 our
 ability to enroll patients in clinical trials and the timing of enrollment;

 the
 cost of manufacturing our current product candidates and any future product candidates, which may vary depending on FDA, EMA or other
 comparable foreign regulatory authority guidelines and requirements, the quantity of production and the terms of our agreements with
 manufacturers;

 expenditures
 that we will or may incur to acquire or develop additional product candidates and technologies or other assets;

 the
 timing and outcomes of clinical trials for JOTROL and any of our other possible future product candidates, or competing product candidates;

 the
 need to conduct unanticipated clinical trials or trials that are larger or more complex than anticipated;

 competition
 from existing and potential future products that compete with JOTROL and any of our other future product candidates or programs,
 and changes in the competitive landscape of our industry, including consolidation among our competitors or partners;

 any
 delays in regulatory review or approval of JOTROL or any of our other product candidates;

 the
 level of demand for JOTROL and any of our other product candidates, if approved, which may fluctuate significantly and be difficult
 to predict;

 the
 risk/benefit profile, cost and reimbursement policies with respect to our product candidates, if approved, and existing and potential
 future products that compete with JOTROL and any of our other product candidates;

 our
 ability to commercialize JOTROL and any of our other product candidates, if approved, inside and outside of the United States, either
 independently or working with third parties;

 our
 ability to establish and maintain collaborations, licensing or other arrangements;

 our
 ability to adequately support future growth;

 potential
 unforeseen business disruptions that increase our costs or expenses;

 future
 accounting pronouncements or changes in our accounting policies; and

 the
 changing and volatile global economic and political environment.

 The
cumulative effect of these factors could result in large fluctuations and unpredictability in our quarterly and annual operating results.
As a result, comparing our operating results on a period-to-period basis may not be meaningful. Investors should not rely on our past
results as an indication of our future performance. This variability and unpredictability could also result in our failing to meet the
expectations of industry or financial analysts or investors for any period. If our revenue or operating results fall below the expectations
of analysts or investors or below any forecasts we may provide to the market, or if the forecasts we provide to the market are below
the expectations of analysts or investors, the price of our common stock could decline substantially. Such a stock price decline could
occur even when we have met any previously publicly stated guidance we may provide.

 Our
principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters
subject to stockholder approval.

 As
of December 31, 2024, our executive officers, directors, holders of 5% or more of our capital stock and their respective affiliates beneficially
owned approximately 77% our common stock. These stockholders, acting together, may be able to control matters requiring stockholder
approval. For example, they may be able to control elections of directors, amendments of our organizational documents or approval of
any merger, sale of assets or other major corporate transactions. This concentration of ownership control may delay, discourage or prevent
a change of control, including unsolicited acquisition proposals or offers for our common stock that you may feel are in your best interest
as one of our stockholders, entrench our management and board of directors or delay or prevent a merger, consolidation, takeover or other
business combination involving us that other stockholders may desire. The interests of this group of stockholders may not always coincide
with your interests or the interests of other stockholders and they may act in a manner that advances their best interests and not necessarily
those of other stockholders, including seeking a premium value for their common stock, and might affect the prevailing market price for
our common stock.

 Our
common stock may be subject to the "penny stock" rules in the future. It may be more difficult to resell securities classified
as "penny stock."

 Our
common stock may be subject to "penny stock" rules (generally defined as non-exchange traded stock with a per-share price
below $5.00) in the future. While our common stock is not currently considered "penny stock" since it is listed on the Nasdaq
Capital Market, if we are unable to maintain that listing and our common stock is no longer listed on the Nasdaq Capital Market, unless
we maintain a per-share price above $5.00, our common stock will become "penny stock." These rules impose additional sales
practice requirements on broker-dealers that recommend the purchase or sale of penny stocks to persons other than those who qualify as
"established customers" or "accredited investors." For example, broker-dealers must determine the appropriateness
for non-qualifying persons of investments in penny stocks. Broker-dealers must also provide, prior to a transaction in a penny stock
not otherwise exempt from the rules, a standardized risk disclosure document that provides information about penny stocks and the risks
in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock,
disclose the compensation of the broker-dealer and its salesperson in the transaction, furnish monthly account statements showing the
market value of each penny stock held in the customer's account, provide a special written determination that the penny stock is
a suitable investment for the purchaser, and receive the purchaser's written agreement to the transaction.

 Legal
remedies available to an investor in "penny stocks" may include the following:

If a "penny stock" is sold to the investor in violation of the requirements listed above, or other federal or states securities
laws, the investor may be able to cancel the purchase and receive a refund of the investment.

If a "penny stock" is sold to the investor in a fraudulent manner, the investor may be able to sue the persons and firms
that committed the fraud for damages.

 These
requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes
subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers
from effecting transactions in our securities, which could severely limit the market price and liquidity of our securities. These requirements
may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

 Many
brokerage firms will discourage or refrain from recommending investments in penny stocks. Most institutional investors will not invest
in penny stocks. In addition, many individual investors will not invest in penny stocks due, among other reasons, to the increased financial
risk generally associated with these investments.

 For
these reasons, penny stocks may have a limited market and, consequently, limited liquidity. We can give no assurance at what time, if
ever, our common stock will not be classified as a "penny stock" in the future.

 If
the benefits of any proposed acquisition do not meet the expectations of investors, stockholders or financial analysts, the market price
of our Common Stock may decline.

 If
the benefits of any proposed acquisition do not meet the expectations of investors or securities analysts, the market price of our common
stock prior to the closing of the proposed acquisition may decline. The market values of our common stock at the time of the proposed
acquisition may vary significantly from their prices on the date the acquisition target was identified.

 In
addition, broad market and industry factors may materially harm the market price of our common stock irrespective of our operating performance.
The stock market in general has experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating
performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be
predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive
to be similar to us could depress our stock price regardless of our business, prospects, financial conditions or results of operations.
A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability
to obtain additional financing in the future.

in accounting principles and guidance, or their interpretation, could result in unfavorable accounting charges or effects, including
changes to our previously filed financial statements, which could cause our stock price to decline.

 We
prepare our financial statements in accordance with GAAP. These principles are subject to interpretation by the SEC and various bodies
formed to interpret and create appropriate accounting principles and guidance. A change in these principles or guidance, or in their
interpretations, may have a significant effect on our reported results and retroactively affect previously reported results.

 As
an "emerging growth company" under the JOBS Act, we are permitted to rely on exemptions from certain disclosure requirements.

 We
qualify as an "emerging growth company" under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions
from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

 have
 an auditor report on our internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

 comply
 with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation
 or a supplement to the auditors' report providing additional information about the audit and the financial statements (i.e.,
 an auditor discussion and analysis);

 submit
 certain executive compensation matters to stockholder advisory votes, such as "say-on-pay" and "say-on-frequency";
 and

 disclose
 certain executive compensation related items such as the correlation between executive compensation and performance and comparisons
 of the chief executive officer's compensation to median employee compensation.

 In
addition, Section 102 of the JOBS Act also 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 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 elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable
to those of companies that comply with such new or revised accounting standards.

 We
will remain an emerging growth company until the earliest to occur of: (i) the end of the first fiscal year in which our annual gross
revenue is $1.235 billion or more; (ii) the end of the fiscal year in which the market value of our shares of common stock that are held
by non-affiliates is at least $700.0 million as of the last business day of our most recently completed second fiscal quarter; (iii)
the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; and (iv) the
end of the fiscal year during which the fifth anniversary of our initial public offering occurs.

 Until
such time, however, we cannot predict if investors will find our securities less attractive because we may rely on these exemptions.
If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the
price of our securities may be more volatile.

 If
we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy and completeness
of our financial reports and have an adverse effect on the value of our securities.

 As
a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such
internal control. Further, we are required to report any changes in internal controls on a quarterly basis. In addition, we are required
to furnish a report by management on the effectiveness of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley
Act. We will design, implement, and test the internal controls over financial reporting required to comply with these obligations. If
we identify material weaknesses in our internal control over financial reporting, if we are unable to comply with the requirements of
Section 404 in a timely manner or assert that our internal control over financial reporting is effective, or if our independent registered
public accounting firm is unable to express an opinion as to the effectiveness of its internal control over financial reporting when
required, investors may lose confidence in the accuracy and completeness of our financial reports and the value of our securities could
be negatively affected. We also could become subject to investigations by the Commission or other regulatory authorities, which could
require additional financial and management resources.

 As
an emerging growth company, our auditor will not be required to attest to the effectiveness of our internal controls.

 Our
independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial
reporting while we are an emerging growth company. This means that the effectiveness of our financial operations may differ from our
peer companies in that they may be required to obtain independent registered public accounting firm attestations as to the effectiveness
of their internal controls over financial reporting and we are not. While our management will be required to attest to internal control
over financial reporting and we will be required to detail changes to our internal controls on a quarterly basis, we cannot provide assurance
that the independent registered public accounting firm's review process in assessing the effectiveness of our internal controls
over financial reporting, if obtained, would not find one or more material weaknesses or significant deficiencies. Further, once we cease
to be an emerging growth company and cease to be a smaller reporting company (as described below), we will be subject to independent
registered public accounting firm attestation regarding the effectiveness of our internal controls over financial reporting. Even if
management finds such controls to be effective, our independent registered public accounting firm may decline to attest to the effectiveness
of such internal controls and issue a qualified report.

 We
believe we will be considered a smaller reporting company and will be exempt from certain disclosure requirements, which could make our
Common Stock less attractive to potential investors.

 Rule
12b-2 of the Exchange Act defines a "smaller reporting company" as an issuer that is not an investment company, an asset-backed
issuer, or a majority-owned subsidiary of a parent that is not a smaller reporting company and that:

 had
 a public float of less than $250 million as of the last business day of its most recently completed second fiscal quarter, computed
 by multiplying the aggregate worldwide number of shares of its voting and non-voting common equity held by non-affiliates by the
 price at which the common equity was last sold, or the average of the bid and asked prices of common equity, in the principal market
 for the common equity; or

 in
 the case of an initial registration statement under the Securities Act, or the Exchange Act of 1934, as amended, which we refer to
 as the Exchange Act, for shares of its common equity, had a public float of less than $250 million as of a date within 30 days of
 the date of the filing of the registration statement, computed by multiplying the aggregate worldwide number of such shares held
 by non-affiliates before the registration plus, in the case of a Securities Act registration statement, the number of such shares
 included in the registration statement by the estimated public offering price of the shares; or

 in
 the case of an issuer whose public float as calculated under paragraph (1) or (2) of this definition was zero or whose public float
 was less than $700 million, had annual revenues of less than $100 million during the most recently completed fiscal year for which
 audited financial statements are available.

 As
a smaller reporting company, we will not be required and may not include a Compensation Discussion and Analysis section in our proxy
statements; we will provide only two years of financial statements; and we need not provide the table of selected financial data. We
also will have other "scaled" disclosure requirements that are less comprehensive than issuers that are not smaller reporting
companies which could make our common stock less attractive to potential investors, which could make it more difficult for our stockholders
to sell their shares.

 We
incur significant increased costs as a result of operating as a public company, and our management is required to devote substantial
time to new compliance initiatives.

 We
incur significant legal, accounting and other expenses as a public company. In addition, the Sarbanes-Oxley Act has imposed various requirements
on public companies including requiring establishment and maintenance of effective disclosure and financial controls. Our management
and other personnel need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations
have increased and will continue to increase our legal and financial compliance costs and will make some activities more time-consuming
and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain directors'
and officers' liability insurance, which could make it more difficult for us to attract and retain qualified members of our board
of directors. We cannot predict or estimate the amount of additional costs we will incur as a public company or the timing of such costs.

 The
Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure
controls and procedures. In particular, we must perform system and process evaluation and testing of our internal control over financial
reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section
404 of the Sarbanes-Oxley Act. In addition, we will be required to have our independent registered public accounting firm attest to the
effectiveness of our internal control over financial reporting the later of our second Annual Report on Form 10-K or the first Annual
Report on Form 10-K following the date on which we are no longer an emerging growth company or a smaller reporting company. Our compliance
with Section 404 of the Sarbanes-Oxley Act will require that we incur substantial accounting expense and expend significant management
efforts. We currently do not have an internal audit group, and we will need to hire additional accounting and financial staff with appropriate
public company experience and technical accounting knowledge. If we are not able to comply with the requirements of Section 404 in a
timely manner, or if we or our independent registered public accounting firm identify deficiencies in our internal control over financial
reporting that are deemed to be material weaknesses, the value of our securities could decline and we could be subject to sanctions or
investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

 Our
ability to successfully implement our business plan and comply with Section 404 requires us to be able to prepare timely and accurate
financial statements. We expect that we will need to continue to improve existing, and implement new operational and financial systems,
procedures and controls to manage our business effectively. Any delay in the implementation of, or disruption in the transition to, new
or enhanced systems, procedures or controls, may cause our operations to suffer and we may be unable to conclude that our internal control
over financial reporting is effective and to obtain an unqualified report on internal controls from our auditors as required under Section
404 of the Sarbanes-Oxley Act. This, in turn, could have an adverse impact on value of our securities, and could adversely affect our
ability to access the capital markets.

eligible for future sale may adversely affect the market.

 From
time to time, certain of our stockholders may be eligible to sell all or some of their shares of common stock by means of ordinary brokerage
transactions in the open market pursuant to Rule 144 promulgated under the Securities Act, subject to certain limitations. In general,
pursuant to Rule 144, non-affiliate stockholders may sell freely after six months, subject only to the current public information requirement.
Affiliates may sell after six months, subject to the Rule 144 volume, manner of sale (for equity securities), current public information,
and notice requirements. Of the approximately 33,103,760 shares of our common stock and 1,626,037 restricted stock units outstanding as
of December 31, 2024, 6,350,000 shares are tradable without restrictions. Given the limited trading of our common stock, resale of even
a small number of shares of our common stock pursuant to Rule 144 or an effective registration statement may adversely affect the market
price of our common stock.

 Anti-takeover
provisions contained in our certificate of incorporation, as amended, and amended and restated bylaws, as well as provisions of Delaware
law, could impair a takeover attempt.

 The
Company's certificate of incorporation, as amended, and amended and restated bylaws contain provisions that could have the effect
of delaying or preventing changes in control or changes in our management without the consent of our board of directors. These provisions
include:

 no
 cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

 the
 exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors
 or the resignation, death, or removal of a director, which prevents stockholders from being able to fill vacancies on our board of
 directors;

 the
 ability of our board of directors to determine whether to issue shares of our preferred stock and to determine the price and other
 terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly
 dilute the ownership of a hostile acquirer;

 limiting
 the liability of, and providing indemnification to, our directors and officers;

 providing
 that a special meeting of the stockholders may only be called by a majority of the board of directors;

 providing
 that directors may be removed prior to the expiration of their terms by the affirmative vote of the holders of not less than two-thirds
 (2/3) of the voting power of the issued and outstanding stock entitled to vote; and

 advance
 notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters
 to be acted upon at a stockholders' meeting, which may discourage or deter a potential acquirer from conducting a solicitation
 of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of the Company.

 These
provisions, alone or together, could delay hostile takeovers and changes in control of the Company or changes in our board of directors
and management.

 Any
provision of our certificate of incorporation, as amended, or amended and restated bylaws or Delaware law that has the effect of delaying
or deterring a change in control could limit the opportunity for our security holders to receive a premium for their securities and could
also affect the price that some investors are willing to pay for our securities.

 We
may be subject to securities litigation, which is expensive and could divert management attention.

 The
market price of our common stock may be volatile and, in the past, companies that have experienced volatility in the market price of
their stock have been subject to securities class action litigation. This risk is especially relevant for us because biotechnology companies
have experienced significant stock price volatility in recent years and we may be the target of this type of litigation in the future.
Securities litigation against us could result in substantial costs and divert our management's attention from other business concerns,
which could seriously harm our business.

 We
have never paid dividends on our common stock and have no plans to do so in the future.

 Holders
of shares of our common stock are entitled to receive such dividends as may be declared by our board of directors. To date, we have paid
no cash dividends on our shares of common stock and we do not expect to pay cash dividends on our common stock in the foreseeable future.
We intend to retain future earnings, if any, to provide funds for operations of our business. Therefore, any return investors in our
common stock may have will be in the form of appreciation, if any, in the market value of their shares of common stock. See "Dividend
Policy."

 We
will indemnify and hold harmless our officers and directors to the maximum extent permitted by Delaware law.

 Our
certificate of incorporation provide that we will indemnify and hold harmless our officers and directors against claims arising from
our activities, to the maximum extent permitted by Delaware law. If we were called upon to perform under our indemnification obligations,
then the portion of our assets expended for such purpose would reduce the amount otherwise available for our business.

 ITEM
1B. UNRESOLVED STAFF COMMENTS

 None.

 ITEM
1C. CYBERSECURITY

 Cybersecurity
Risk Management and Strategy

 The
cybersecurity risk management program, processes and strategy described in this section are limited to the personal and business information
belonging to or maintained by the Company (collectively, "Confidential Information"), our own third-party critical systems
and services supporting or used by the Company (collectively, "Critical Systems"), and service providers.

 We
will develop and implement a cybersecurity risk management program intended to protect the confidentiality,
integrity, and availability of our Confidential Information and Critical Systems. Our cybersecurity risk management program will be
 integrated into our overall enterprise risk management program and includes a cybersecurity incident response plan.

 Our
cybersecurity risk management program shall include:

 risk
 assessments designed to help identify material cybersecurity risks to our Confidential Information, Critical Systems and the broader
 enterprise information technology environment;

 a
 security team principally responsible for managing (i) our cybersecurity risk assessment processes, (ii) our security controls, and
 (iii) our response to cybersecurity incidents;

 cybersecurity
 awareness and spear-phishing resistance training of our employees, and senior management;

 a
 cybersecurity incident response plan that includes procedures for responding to cybersecurity incidents; and

 a
 vendor management policy for service providers.

 We
have no t
identified risks from known cybersecurity threats, including as a result of any prior cybersecurity incidents, that have materially affected
or are reasonably likely to materially affect us, including our operations, business strategy, results of operations, or financial condition.

 Cybersecurity
Governance

 Our
 executive management team, along with our managed information technology service provider, is responsible for assessing and managing
risks from cybersecurity threats to the Company, including our Confidential Information and Critical Systems. The team has primary responsibility
for our overall cybersecurity risk management program. Our management team works closely with our information technology service provider.

 Our
management team meets with our information technology service provider periodically to discuss then-current cybersecurity issues, which
may include efforts to prevent, detect, mitigate, and remediate cybersecurity risks and incidents through various means, including threat
intelligence and other information obtained from governmental, public or private sources, and external service providers engaged by us;
and alerts and reports produced by security tools deployed in the information technology environment including a spear-phishing report.

 Our
Board considers cybersecurity risk as part of its risk oversight function and oversight of cybersecurity and other information technology
risks.

 Our
Board oversees management's implementation of our cybersecurity risk management program. Our executive management team is responsible
for updating the Board, as necessary, regarding significant cybersecurity incidents.

 Our
Board also receives periodic reports from management on our cybersecurity risks and cybersecurity risk management program.

 ITEM
2. PROPERTIES

 Our
corporate headquarters are located at 1001 North US Hwy 1, Suite 504, Jupiter, Florida 33477, where we lease approximately 1,206 rentable
square feet of office space. This lease expires on May 31, 2026. Terms of the office lease provide for a base rent payment of $3,783
per month and a share of the building's operating expenses, such as taxes and maintenance, of $476 per month. In September 2021,
we added an additional office located at 127 Main Street, Boston, Massachusetts 02129 for 120 rentable square feet of office space for
our Boston-based employees and scientist to utilize as necessary.

 We
believe that these facilities are adequate for our current and near-term future needs.

 ITEM
3. LEGAL PROCEEDINGS

 From
time to time, we are involved in various legal proceedings arising from the normal course of business activities. We are not presently
a party to any litigation the outcome of which, we believe, if determined adversely to us, would individually or taken together have
a material adverse effect on our business, operating results, cash flows or financial condition. Defending such proceedings is costly
and can impose a significant burden on management and employees. The results of any current or future litigation cannot be predicted
with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion
of management resources, and other factors.

 ITEM
4. MINE SAFETY DISCLOSURES

 Not

 PART
II

 ITEM
5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information

 Our
common stock is listed on The Nasdaq Capital Market and its stock symbol is "JUNS." The closing price of our common stock
on The Nasdaq Capital Market on March 28, 2025 was $0.70.

 Holders

 As
of March 28, 2025, there were 33,103,860 shares of common stock issued and outstanding, and we had approximately 31 holders
of record of our common stock. The number of record holders does not include beneficial owners of common stock whose shares are
held in the names of banks, brokers, nominees or other fiduciaries.

 Dividends

 We
have not declared or paid any cash dividends on our common stock since our inception, and do not currently anticipate paying cash dividends
in the foreseeable future. We intend to retain future earnings, if any, for reinvestment in the development and expansion of our business.

 Securities
Authorized for Issuance Under Equity Compensation Plans

 The
Company's stockholders approved the 2016 Equity Incentive Plan ("2016 Plan") on January 4, 2016. Under the 2016 Plan,
as modified, 8,437,500 shares of common stock are authorized for issuance to employees, officers, directors, consultants. The 2016 Plan
authorizes the grant of nonqualified stock options and incentive stock options, restricted stock awards, restricted stock units, stock
appreciation rights, under the 2016 Plan. The Company does not intend to make any grants under the 2016 Plan.

 The
Board of Directors and stockholders of the Company approved the 2021 Equity Incentive Plan (the "2021 Plan") on September
17, 2021. Under the 2021 Plan, 1,125,000 shares of common stock are authorized for issuance to employees, directors and independent contractors
(except those performing services in connection with the offer or sale of the Company's securities in a capital raising transaction,
or promoting or maintaining a market for the Company's securities. The 2021 Plan authorizes equity-based and cash-based incentives
for participants. On July 22, 2022, the Board of Directors increased the shares authorized in the 2021 Plan, increasing the plan to 1,710,000.
The Company does not intend to make any grants under the 2021 Plan.

 The
Board of Directors and stockholders of the Company approved the 2023 Equity Incentive Plan (the "2023 Plan") on October 4,
2023. Under the 2023 Plan, 4,012,785 shares of common stock are authorized for issuance to employees, directors and independent contractors
(except those performing services in connection with the offer or sale of the Company's securities in a capital raising transaction,
or promoting or maintaining a market for the Company's securities) of the Company or its subsidiaries. As of March 28, 2025,
there were 2,139,240 shares available for issuance under the 2023 Plan.

 Recent
Sales of Unregistered Securities

 Name

 Date

 Type

 Type
 of Award

 Quantity

 Price

 A
 consultant

 January
 24, 2024

 Non-qualified
 Stock Option; Common Stock

 180,000

 $

 1.33

 Dana
 Eschenburg Perez, our former Chief Financial Officer

 March
 15, 2024

 Non-qualified
 Stock Option; Restricted Stock

 7,500

 $

 1.33

 Dana
 Eschenburg Perez, our former Chief Financial Officer

 March
 15, 2024

 Non-qualified
 Stock Option; Common Stock

 49,605

 $

 1.33

 A
 consultant

 April
 17, 2024

 Non-qualified
 Stock Option; Common Stock

 67,500

 $

 1.33

 The
above issuances/sales were made pursuant to an exemption from registration as set forth in Section 4(a)(2) of the Securities Act and/or
Rule 506 of Regulation D promulgated under the Securities Act.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 Transfer
Agent

 The
Company's transfer agent is Equiniti Trust Company. The transfer agent's address is 1110 Centre Pointe Curve, Suite 101,
Mendota Heights, Minnesota 55120, and its telephone number is (800) 401-1957.

 ITEM
6. [RESERVED]

 ITEM
7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 Special
Note Regarding Forward-Looking Statements

 All
statements other than statements of historical fact included in this Annual Report on Form 10-K, including, without limitation, statements
under "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding the Company's
financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements.
When used in this Annual Report on Form 10-K, words such as "anticipate," "believe," "estimate,"
"expect," "intend" and similar expressions, as they relate to us or the Company's management, identify
forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and
information currently available to, the Company's management. Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors detailed in our filings with the SEC.

 The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial
statements and the notes thereto contained elsewhere in this Annual Report on Form 10-K. Certain information contained in the discussion
and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Unless the context otherwise requires,
"JNS," "we," "us," "our," or the "Company" refers to Jupiter Neurosciences,
Inc.

 Business
Overview

 We are a clinical stage research and development company.
We have developed a unique resveratrol platform product primarily targeting treatment of neuro-inflammation. Our platform product, JOTROL,
an enhanced oral formulation of resveratrol, has many potential indications of use for rare diseases. In the larger disease areas, we
are primarily targeting Parkinson's Disease and Mild Cognitive Impairment/early Alzheimer's disease.

 In December 2024, we received gross proceeds of $11
million in a registered public offering ("Public Offering") of 2,750,000 shares of our common stock, par value $0.0001 per
share ("common stock") at a price of $4.00 per share for gross proceeds of $11 million before deducing underwriting discounts
and other related expenses. In connection with the Public Offering, the Company's common stock was registered under Section 12(b)
of the Exchange Act and began trading on The Nasdaq Capital Market under the symbol "JUNS."

 Business Overview

 The Company's platform product, JOTROL, is an
enhanced orally administered resveratrol formulation designed and intended to deliver therapeutically relevant, safe levels of resveratrol.
This platform has many potential indications of use for rare diseases, which include Mucopolysaccharidoses Type 1, Friedreich's
ataxia and MELAS. In the larger disease areas, we are primarily targeting Parkinson's Disease and Mild Cognitive Impairment/early
Alzheimer's disease.

 The present primary target for the Company is
treatment of Parkinson's Disease (PD). The Company completed preclinical activities in a validated mouse model of
Parkinson's Disease (PD) at the University of Miami in 2021. See our "Clinical Studies". The model of
Parkinson's Disease that was used in this preclinical study mimics many aspects of the disease utilizing a unilateral
injection of a neurotoxin precursor that elicits nigral cell loss, striatal dopamine loss and behavior deficits similar to
physiological characteristics of human disease. We believe that results from this preclinical study indicate that Parkinson's
Disease might be the best target for treatment and financial opportunity among the multiple indications where JOTROL might play a
role. The Company is now in the process to start its first Phase II clinical trial in a patient population. This will be a Phase IIa
study conducted with the assistance of Zina Biopharmaceuticals that is led by Dr. Charbel Moussa, MBBS,Ph. D. The study is expected
to start in the third quarter of 2025 and have results available approximately 12 months thereafter.

 We are also targeting the treatment of MCI/early
Alzheimer's Disease. We received funding of $2.2 million from the National Institute of Aging ("NIA") in in 2020 and
2022 from a grant application for a Phase 1 study for Mild Cognitive Impairment/ Alzheimer'. In the NIA scientific review summary
statement of our Phase I study application, it is stated that the NIA is looking forward to a Phase II study with an enhanced resveratrol
product, based on the earlier study results from the well published Turner et al. Alzheimer's study. We presently have a pending
grant application, $16.5 Million, for a Phase II trial in MCI/early Alzheimer's Disease with the NIA. This is an application for
a 3-year Phase II trial that is expected to be completed with approximately 100 patients that have Mild Cognitive Impairment. We expect a decision on this grant application in May 2025. There is no guarantee that the application will be approved, and the trial will be put on hold if an approval
is not awarded to the Company. A draft of the final study design is not yet determined but a draft synopsis is described in "Item
1. Business - " of this Annual Report on Form 10-K.

 We have recently entered into service agreements in
the areas of Business Development, CMC (Chemistry, Manufacturing, and Controls), regulatory affairs and clinical trial management with
companies that has their main operation in Hong Kong. These agreements are with companies that, we believe, have the knowledge and network
in the South-East Asian market to accelerate steps that is needed to have a product that can have treatment value in the territory. The
agreements are further described in the section "Activities in Asia".

 In March 2025, the Company announced that it had entered
into a partnership with Aquanova AG to develop a series of nutritional products targeting longevity, aging and Healthspan. The first three
products, which will focus on the concept of "Beauty from Within", are slated to hit the market in the third quarter of 2025
through a Direct-to-Consumer model. The Company will form a wholly-owned subsidiary to focus on the consumer market, and will market its
products on a to-be-developed website targeting the US market, along with social media marketing. Internationally, the Company is focusing
on partners who can market and accelerate sales, with an initial focus on the Asian region.

 Financial
Position

 For
the fiscal years ended December 31, 2024 and 2023, we generated no revenues from product sales and reported net losses of $2,439,625
and $4,783,689, respectively, and negative cash flow from operating activities of $3,911,004 and $480,953, respectively. As noted in
our financial statements, as of December 31, 2024, we had an accumulated deficit of $26,022,129. There is substantial doubt regarding
our ability to continue as a going concern as a result of our historical recurring losses and negative cash flows from operations as
well as our dependence on private equity and financings. See "Risk Factors—We have a history of operating losses, our management
has concluded that factors raise substantial doubt about our ability to continue as a going concern and our auditor has included an explanatory
paragraph relating to our ability to continue as a going concern in its audit report for the fiscal years ended December 31, 2024 and
2023.

 Results
of Operations

 Year
Ended December 31, 2024 Compared to Year Ended December 31, 2023

 Revenue
and Federal Awards

 There
was no revenue from product sales during the years ended December 31, 2024 or 2023 as we are focused on research and development.

and Development Expenses

and development ("R&D") expenses were $492,660 for the year ended December 31, 2024 compared to $954,793 for the year
ended December 31, 2023.

 R&D
expenses related to the federal grant were segregated in the chart of accounts from non-federal award costs. At this time, we are not
tracking R&D expenses per indication as all of the R&D expenses incurred to date related to JOTROL, which is the platform product
used in each indication defined in our product pipeline.

 In
addition, the probability of success for JOTROL will depend on numerous factors, including manufacturing capability, satisfactory results
in follow on clinical trials, regulatory approvals and commercial viability. See "Risk Factors".

 General
and Administrative Expenses

 General
and administrative expenses were $2,598,622 for the year ended December 31, 2024 compared to $2,915,978 for the year ended December 31,
2023. The decrease relates directly to the reduction of employee salaries that began in December 2023.

 Interest
Expense

 Interest
expenses were $248,366 for the year ended December 31, 2024, compared to $218,705 for the year ended December 31, 2023. Interest expense
is primarily attributable to interest expense associated with our previously outstanding notes payable, convertible notes payable, notes
payable to our Chief Executive Officer, Christer Ros n, and interest expense on our corporate credit card.

 Loss
(Gain) on Change in Fair Value of Derivative Liability

 As
of December 31, 2024 and 2023 and at each quarter end during these years, the variable conversion options embedded in our convertible
notes were marked to market, and the change in fair value of the derivative was recorded as a (loss)/gain of $(53,257) and $148,751,
in the years ended December 31, 2024 and 2023, respectively.

 Gain
(Loss) on Extinguishment of Debt

the years ended 2024 and 2023, the Senior Secured Convertible Note was amended several times with materially different economics thus
requiring for the recording of debt as an extinguishment and re-recording the debt with the amended terms. This resulted in a gain/(loss)
on extinguishment of debt in the years ended December 31, 2024 and 2023 of $857,723 and $(887,946), respectively.

 Liquidity
and Capital Resources; Plan of Operations

 As
of December 31, 2024, we had cash and cash equivalents of $3,769,510. Our cash equivalents are held in high yield savings account. Since
inception, we have incurred net losses and negative cash flows from operations. On December 31, 2024, we had an accumulated deficit of
$26,022,129.

 Historically,
we have financed our operations primarily by selling common stock and convertible debt. On December 2, 2024, the Company priced its initial
public offering of 2,750,000 shares of common stock at a price of $4.00 per share. The offering closed on December 4, 2024, and the Company
started trading on the Nasdaq Capital Market under the ticker symbol "JUNS". The Company sold 2,750,000 shares of its Common
Stock to the underwriters and yielded proceeds of $9,725,213, net of underwriters and other fees of $1,274,787. On April 11, 2022, we
issued a senior secured convertible note in the principal amount of $1,111,111 in exchange for $1,000,000 as described above in "Item
1. Business" of this Annual Report on Form 10-K, which was paid down with the proceeds from the initial public offering.

 For the fiscal years ended December
31, 2024 and 2023, we generated no revenues from product sales and reported net losses of $2,439,625 and $4,783,689, respectively, and
negative cash flow from operating activities of $3,911,004 and $480,953, respectively. There is substantial doubt regarding our ability
to continue as a going concern as a result of our historical recurring losses and negative cash flows from operations as well as our dependence
on financings. See "Risk Factors—We have a history of operating losses, our management has concluded that factors raise substantial
doubt about our ability to continue as a going concern and our auditor has included an explanatory paragraph relating to our ability to
continue as a going concern in its audit report for the fiscal years ended December 31, 2024 and 2023.

 Our
failure to raise capital as and when needed could have a negative impact on our financial condition and our ability to pursue our business
strategies. We anticipate that we will need to raise substantial additional capital, the requirements of which will depend on many factors,
including:

 the
 scope, rate of progress and costs of our drug delivery, preclinical development activities, laboratory testing and clinical trials
 for our drug candidate;

 the
 number and scope of clinical programs we decide to pursue;

 the
 scope and costs of manufacturing development and commercial manufacturing activities;

 the
 extent to which we acquire or in-license other drug candidate and technologies;

 the
 cost, timing and outcome of regulatory review of our drug candidate;

 the
 cost and timing of establishing sales and marketing capabilities, if our drug candidate receives marketing approval;

 the
 costs of preparing, filing and prosecuting patent applications, obtaining, maintaining and enforcing our intellectual property rights
 and defending intellectual property-related claims;

 our
 ability to establish and maintain collaborations on favorable terms, if at all;

 our
 efforts to enhance operational systems and our ability to attract, hire and retain qualified personnel, including personnel to support
 the development of our drug candidate;

 the
 costs associated with being a public company; and

 the
 cost associated with commercializing our drug candidate, if it receives marketing approval.

 If
we raise additional funds by issuing equity securities, our stockholders may experience dilution. Any future debt financing into which
we enter may impose upon us additional covenants that restrict our operations, including limitations on our ability to incur liens or
additional debt, pay dividends, repurchase our common stock, make certain investments and engage in certain merger, consolidation or
asset sale transactions. Any debt financing or additional equity that we raise may contain terms that are not favorable to us or our
stockholders. If we are unable to raise additional funds when needed, we may be required to delay, reduce, or terminate some or all of
our development programs and clinical trials. We may also be required to sell or license to other parties rights to develop or commercialize
our drug candidate that we would prefer to retain.

 See
"Risk Factors" for additional risks associated with our capital requirements.

 Cash
Flows for the Years Ended December 31, 2024 and 2023

 The
following table shows a summary of our cash flows for the years ended December 31, 2024 and 2023.

 Fiscal Years Ended
 December 31,

 2024

 2023

 Net cash used in operating activities

 $
 (3,911,004
)

 $
 (480,953
)

 Net cash used in investing activities

 -

 -

 Net cash provided by financing activities

 $
 7,652,036

 $
 445,000

 Net increase (decrease) in cash

 $
 3,741,032

 $
 (35,953
)

 Cash - beginning of the period

 $

 $

 Cash - end of the period

 $
 3,769,510

 $
 28,478

 Net
Cash Used in Operating Activities:

 Net
cash used in operating activities during the year ended December 31, 2024 increased $3,430,051 from December 31, 2023 mainly
attributable to an increase of $2,300,000 in prepaid contracts due to stock issuances associated with Asian Business Development
service agreements, an increase of $118,796 in other current assets, a decrease of $2,187,051 in accrued compensation, a decrease of
$314,412 in accounts payable and accrued expenses, a decrease of $1,517,085 in changes associated with debt (amortization of debt
discounts, loss on extinguishment of debt, gain/loss on change in fair value of derivative liabilities, and increase in accrued
interest), an increase in amortization of prepaid contracts of $54,612, an increase of $642,329 in stock-based compensation,
partially offset a decrease of $2,334,064 in Net Loss.

 Net
Cash Used in Investing Activities:

 No
net cash was provided by or used in investing activities during the years ended December 31, 2024 and 2023.

 Net
Cash Provided by Financing Activities:

 Net
cash provided by financing activities for the year ended December 31, 2024 increased by $7,207,036 from the year ended December 31,
2023. The increase is mainly attributed the proceeds raised from the Company's initial public offering, net of offering costs
of $9,725,213 partially offset by the repayments of notes payables of $2,361,677.

 Off-balance
sheet financing arrangements

 We
have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions
that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which
would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance
sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased
any non-financial assets.

 Asian
Business Development Activities

 The
Company initiated business development activities in the Asian region beginning in October of 2021. The Company has a strong strategic
interest in accelerating the drug development and potential commercialization efforts of JOTROL in this market. Our Chairman & CEO,
Christer Ros n, presented in person, our company's status and pipeline at the BIOHK 2023 in Hong Kong in September of 2023.
The presentation led to several follow-on meetings, and we have recently agreed to service agreements in the areas of business development,
CMC (Chemistry, Manufacturing, and Controls), regulatory affairs and clinical trial management. These agreements are further described
in the section "Other Material Agreements". The
Asian market is very large and hard to penetrate for a small company and we believe that our strategy with these agreements is cost
effective and have the possibility to accelerate an out-licensing deal in the South-East Asian territories. However, there are no assurances
that this approach will be successful.

 The
agreements executed are very similar in nature that include an equity investment in our company by the other party and in turn the company
issued equity in form of shares of common stock, in lieu of cash, for 3 years of services from each company.

 The
company believes these agreements to be favorable for both parties based on the cash position of the company and the need for these activities
to be executed and enabling the possibility of a one or more out-licensing agreements in the territory.

 Contractual
obligations

 We
do not have any long-term capital lease obligations, operating lease obligations or long-term liabilities, except as follows:

 On
April 30, 2021, the Company executed a lease agreement for office space in Jupiter, Florida. The term of the lease is sixty-one months
commencing May 1, 2021 rent free until June 1, 2021. Fixed annual rent amounts are as follows:

 Lease Period

 Annual Fixed Rent

 6/1/2021-5/31/2022

 $
 45,396

 6/1/2022-5/31/2023

 $
 46,758

 6/1/2023-5/31/2024

 $
 48,158

 6/1/2024-5/31/2025

 $
 49,608

 6/ l/2025-5/31/2026

 $
 51,096

 Senior
Secured Note

 On
April 11, 2022, the Company entered into a securities purchase agreement (the "Purchase Agreement") with an accredited investor
for the sale of the Company's convertible notes. Pursuant to the terms of the Purchase Agreement, on April 11, 2022, the Company
received aggregate gross proceeds of $1,000,000 and issued (i) a 10% Original Issue Discount Senior Secured Convertible Note in the principal
amount of $1,111,111.11 (the "Note") and (ii) 514,403 shares of common stock, par value $0.0001 per share (the "Shares"),
of the Company.

 The
Note. The aggregate principal amount of the Note is $1,111,111, and the Company received gross proceeds of $1,000,000 after giving
effect to the original issue discount of 10%. The Note bears interest at a rate of 10% per year, payable monthly in arrears, and mature
12 months from issuance. A "Qualified Offering" is a debt or equity financing for the account of the Company or any of its
subsidiaries in which shares of common stock, or securities, directly or indirectly, convertible into or exchangeable or exercisable
for shares of common stock are issued, which financing results in cumulative aggregate proceeds to the Company of at least $8,000,000.
The principal and interest on the Note will be amortized on a straight-line basis at 110% of the principal amount commencing sixth months
after the closing. On October 10, 2022, the Note was amended to postpone the commencement of the amortization amount from October 11,
2022 to November 11, 2022. On November 10, 2022, the Note was amended to postpone the commencement of the amortization from November
11, 2022 to February 11, 2023 and payable in three monthly installments. As consideration for the amendment, an additional 11,431 shares
of common stock were issued to the accredited investor on October 10, 2022 and 34,293 shares issued to the accredited investor on November
10, 2022. On January 13, 2023, the Note was amended to delay the interest payment due and payable on January 11, 2023 to the earlier
of (i) January 31, 2023 and (ii) the closing of a Qualified Offering.

 Upon
an Event of Default and after a Qualified Offering, the principal and interest are convertible at any time at the option of the holder
into shares of the Company's common stock at a conversion price equal to 30% discount to the lowest closing price of the common
stock for the 20 prior trading days; provided, however, the holder will not have the right to convert any portion of the Note, to the
extent that after giving effect to the conversion, the holder, together with its affiliates, would beneficially own in excess of 4.99%
of the number of shares of the Company's common stock outstanding immediately after giving effect to its conversion. The holder
may increase or decrease its ownership limitation to any percentage not exceeding 9.99% upon 61 days prior written notice to the Company.

 The
Company will have the right at any time to redeem in cash all or a portion of the Note at 120% (or 125% on or after the first six months
from the closing; provided, however, if interest due and payable on January 31, 2023 is not paid in full, 130% on or after the first
six months from the closing) of the principal amount thereof plus any unpaid accrued interest to the date of repayment.

 The
Company will be required to offer to prepay in cash the aggregate principal amount of the Note at 120% (or 125% on or after the first
six months from the closing; provided, however, if interest due and payable on January 31, 2023 is not paid in full, 130% on or after
the first six months from the closing) of the principal amount thereof plus any unpaid accrued interest to the date of repayment, on
the sale of all or substantially all of the assets of the Company and its subsidiaries, upon a Change of Control (as defined in the Note),
or on a Qualified Offering.

 Upon
an Event of Default (as defined therein) interest shall accrue at 1 1/2% per month and the 125% (or 130% if interest due and payable
on January 31, 2023 is not paid in full) of principal and interest through maturity shall be due and payable. At the holder's option
the holder shall be entitled to be paid in cash or after the Qualified Offering (as defined in the Purchase Agreement) common stock with
the conversion price of the common stock equal to a 30% discount to the lowest closing price of the common stock for the 20 prior trading
days.

 On
February 6, 2023, the Note was amended to postpone the commencement of the principle to February 28, 2023. On March 6, 2023, the Note
was amended to postpone the commencement of the principal from February 11, 2023 to May 31, 2023. The Company and the note holder agreed
to a repayment plan on past due interest. In addition, the Company agreed to prepay in cash the aggregate principal amount of the Note
of 120% (or 137.5% on or after the first six months from closing) plus any accrued interest on the sale of all the assets of the Company
and its subsidiaries, upon the Change of Control, or on a Qualified Offering. Upon default of the Note the Company agrees to pay 137.5%
of the outstanding note principal, and accrued interest through maturity and all liquidation damages. As a result of the material modification,
the incremental fair value of the modified derivative was classified as a debt extinguishment. Due to the extension of the maturity date
of the convertible note, the fair value of the derivative liability increased. This resulted in the Company recording a loss on extinguishment
of debt of $670,419.

 On
September 22, 2023, the Note was amended to postpone the commencement of the principle to December 31, 2023. The Company and the note
holder agreed to a repayment plan on past due interest. In addition, the Company agreed to prepay in cash the aggregate principal amount
of the Note of 120% (or 150% on or after the first six months from closing) plus any accrued interest on the sale of all the assets of
the Company and its subsidiaries, upon the Change of Control, or on a Qualified Offering. Upon default of the Note the Company agrees
to pay 150% of the outstanding note principal, and accrued interest through maturity and all liquidation damages. In addition, upon closing
the Note holder will receive 175% stock coverage. As a result of the material modification, the incremental fair value of the modified
derivative was classified as a debt extinguishment. Due to the extension of the maturity date of the convertible note, the fair value
of the derivative liability increased. This resulted in the Company recording a loss on extinguishment of debt of $217,527.

 On
April 29, 2024, the Company, the Holder of the Note II and the CEO entered into an amendment in which the CEO agrees to exchange 685,867
shares issued to the Holder in exchange for his related party notes that accrued interest at 3% that are due from the Company in an aggregate
principal amount of $266,667 and the Holder agreed to forfeit all rights to all additional future shares from the Company that would
of become due upon a qualified offering as well as the conversion option. Therefore, the principal amount of the note was increased to
$1,377,778 and the exchange debt follows the requirements of Note II. In addition, the Holder agreed to extend the note maturity date
to August 11, 2024. The note shall be designated as a 10% original issue discount secured note ("Senior Secured Note") moving
forward. The Senior Secured Note and interest will become due and payable upon the earliest of the maturity date or upon the occurrence
of a qualified event. The note is recorded on the balance sheet under note payable. As a result of the conversion feature of the note
being removed the Company recorded a one-time gain on the modification of the debt of $951,868 and a new derivative liability of $407,494
was recorded related to the Senior Secured Note.

 On
August 8, 2024, the Company, and the Holder of the Senior Secured Note entered into an amendment to extend the maturity date of the Senior
Secured Note to October 11, 2024.

 On
November 15, 2024, the Company, and the Holder of the Senior Secured Note entered into an amendment to extend the maturity date of
the Senior Secured Note to December 10, 2024. During December 2024, the Company fully repaid the Senior Secured Note pursuant to the
terms in the amount of $2,102,797. On April 29, 2024, the Company, the Holder of the Note II and the CEO entered into an
amendment in which the CEO agrees to exchange 685,867 shares issued to the Holder in exchange for his related party notes that
accrued interest at 3% that are due from the Company in an aggregate principal amount of $266,667 and the Holder agreed to forfeit
all rights to all additional future shares from the Company that would of become due upon a qualified offering as well as the
conversion option. Therefore, the principal amount of the note was increased to $1,377,778 and the exchange debt follows the
requirements of Note II. In addition, the Holder agreed to extend the note maturity date to August 11, 2024. The note shall be
designated as a 10% original issue discount secured note ("Senior Secured Note") moving forward. The Senior Secured Note
and interest will become due and payable upon the earliest of the maturity date or upon the occurrence of a qualified event. The
note is recorded on the balance sheet under note payable. As a result of the conversion feature of the note being removed the
Company recorded a one-time gain on the modification of the debt of $951,868 and a new derivative liability of $407,494 was recorded
related to the Senior Secured Note.

 On
August 8, 2024, the Company, and the Holder of the Senior Secured Note entered into an amendment to extend the maturity date of the Senior
Secured Note to October 11, 2024.

 On
November 15, 2024, the Company, and the Holder of the Senior Secured Note entered into an amendment to extend the maturity date of the
Senior Secured Note to December 10, 2024.

 During December 2024, the Company fully repaid the Senior Secured Note pursuant to the terms
in the amount of $2,102,797.

 The
Shares. In connection with the issuance of the Note, the Company issued 514,403 shares of common stock to the holder with a fair
market value of $2.16 per share (aggregate value of $1,111,111) as additional consideration for the holder lending $1,000,000 to the
Company. The 514,403 shares have a relatively fair value of $310,000.

 The
Purchase Agreement related to the Note was amended to provide that upon closing, the purchaser will receive 133.33% coverage (i.e. the
face amount of the Note, i.e., $1,111,111.11 divided by the lesser of (i) the price/share of the last issuance of solely common stock
(including options) of the Company, i.e., $5.00/share or (ii) the price per share of common stock (or if units are issued in the Qualified
Offering, the price of units sold in the Qualified Offering), in shares of common stock of the Company (or if units are issued in the
Qualified Offering, units). The number of shares to be received at closing shall be determined by using clause (i) above.

 In
light of the foregoing, the holder shall receive an additional number of shares of common stock, such that it shall have received the
number of shares of common stock of the aggregate value of $1,111,111 divided by the lesser of (i) the price/share of the last issuance
of solely common stock (including options) of the Company, i.e., $5.00/share or (ii) the price per share of common stock (or if units
are issued in the Qualified Offering, the price of units sold in the Qualified Offering), in shares of common stock of the Company (or
if units are issued in the Qualified Offering, units) ("Share True Up"). The Share True Up was forfeited as a result of the
April 29, 2024 agreement.

 Ancillary
Agreements. In connection with the Company's obligations under the Note, the Company entered into a security agreement
and intellectual property security agreement with the holder, pursuant to which the Company granted a security interest on all assets
of the Company, including all intellectual property of the Company, for the benefit of the holders, to secure the Company's obligations
under the Note and the other transaction documents. In addition, the holder was granted piggyback registration rights for the shares
of common stock issued under the Purchase Agreement and shares of common stock issuable upon conversion of the Note (collectively, "Registrable
Securities"). At any time while there are any Registrable Securities of holder outstanding, if the Company proposes to register
any of its securities either for its own account or for the account of other security holders (other than a registration statement relating
solely to employee benefit plans on Form S-8 or a Commission Rule 145 transaction on Form S-4), the holder is entitled to include its
Registrable Securities in the registration. Notwithstanding, the Company and underwriters in an underwritten registration may exclude
some or all of the Registrable Securities from the underwritten registration if the underwriters believe that including the Registrable
Securities would adversely affect the underwritten offering.

 At
any time within the 12 months closing, upon any issuance by the Company or any of its subsidiaries of debt or common stock or common
stock equivalents for cash consideration, indebtedness or a combination of units thereof, other than in an underwritten public offering
(a "Subsequent Financing"), the investor will have the right to participate up to its investment amount in the Note, but
not more than 25% of the Subsequent Financing, on the same terms, conditions and price provided for in the Subsequent Financing.

 Until
the Company has consummated a Qualified Offering which results in a listing of the common stock onto a national securities exchange,
if the Company engages in any future financing transactions with a third-party investor, if the holder determines that the terms of the
subsequent investment are preferable in any respect to the terms of the securities of the Company issued to the Holder pursuant to the
terms of the Purchase Agreement, the holder will have the right to amend and restate such securities to include the preferable term or
terms.

 Notes
Payable, related party

 The
Company's Chief Executive Officer (CEO) has loaned the Company working capital since inception. The balance of the loans to the
CEO as of December 31, 2024 and 2023 was $146,432 and $358,479, respectively. The loan is due on demand and accrues interest at 3% per
year. Accrued interest relating to the loan was $1,064 and $11,308 as of December 31, 2024 and 2023, respectively, and is included in
accrued interest on the accompanying balance sheets. The Company repaid a total of $100,000 during the year ended December 31, 2024,
$83,880 in principal and $16,120 in accrued interest.

the year ended December 31, 2023, an employee loaned the Company $25,000. The balance of the loan as of December 31, 2024 and 2023, was
$0 and $25,000, respectively. The loan is due on demand and accrues interest at 3% per year. Accrued interest related to the loan was
$0 and $723 as of December 31, 2024 and 2023, respectively, and is included in accrued interest on the accompanying balance sheet. The
Company repaid a total of $26,422 during the year ended December 31, 2024, $25,000 in principal and $1,421 in accrued interest.

 On
April 29, 2024, the Company, the Holder of the Note II and the CEO entered into an amendment in which the CEO agrees to exchange 685,869
shares issued to the Holder in exchange for his related party notes that accrued interest at 3% that are due from the Company in an aggregate
principal amount of $266,667 and the Holder agreed to forfeit all rights to all additional future shares from the Company that would
of become due upon a qualified offering and the conversion feature of the note. In addition, the Holder agreed to extend the note maturity
date to August 11, 2024. The note shall be designated as a 10% original issue discount secured note ("Senior Secured Note")
moving forward. The note and interest will become due and payable upon the earliest of the maturity date or upon the occurrence of a
qualified event.

 Other
Related Party Transactions

compensation includes partially accrued salaries to executives since inception. Since inception, executive salaries have been paid in
cash when the Company's cash flow has permitted such payment. During 2020, the Company began paying salaries at 50% of the respective
employment agreements. As of September 2021, the Company began paying full salaries. During the first quarter of 2022, the Company returned
to paying partial salaries in an effort to conserve cash outflows in an effort to conserve cash outflows.

 On
September 29, 2023, various employees and board members agreed to forgive accrued compensation in the amount of $4,189,626. In exchange
of the forgiveness the Company issued an aggregate of 2,353,661 stock options with an exercise price of $1.33 and an aggregate of 1,399,834
restricted stock units with a grant date value of $1.33 in exchange for the aggregate forgiveness of compensation in the amount of $4,189,626.
Additionally, the Company agreed to a bonus of $513,013 for the employees and a bonus of $70,200 to the board members, to be paid upon
the occurrence of a successful IPO in exchange for the forgiveness of the afore-mentioned accrued compensation.

 On
December 18, 2023, various employees and board members agreed to amend the accrued compensation debt forgiveness dated September 29,
2023. Pursuant to the amendment the cash bonuses of $513,013 for the employees and a bonus of $70,200 to the board members agreed to
on September 29, 2023, were forgiven, and no cash is to be paid upon a successful IPO. In addition, the options issued in connection with
the forgiveness dated September 29, 2023, were amended to vest fully on the effective date of the new amendment. In addition, the
restricted stock unit issued in connection with the forgiveness dated September 29, 2023, were terminated and replaced with 1,399,834
restricted stock units that vest upon the earlier occurrence of the initial public offering or a change of control of the Company. In
exchange for the forgiveness of the accrued bonuses the Company issued an aggregate of 289,294 stock options with an exercise price of
$1.33 and an aggregate of 218,703 restricted stock units with a grant date value of $1.33 in exchange for the aggregate forgiveness of
compensation in the amount of $583,213.

 On
March 15, 2024, a former executive agreed to forgive $100,000 of accrued compensation in exchange for 49,605 options to purchase common
stock and 7,500 restricted stock units, The options to purchase common stock have a strike price of $1.33. The option had a grant date
fair value of $50,000. The Company recorded a gain on the forgiveness of accrued compensation in the amount of $40,000.

 As
of December 31, 2024 and 2023, $64,105 and $67,750, respectively, was due to a Company wholly owned by the Company's
Chief Financial Officer, who also is an option holder. The amount is included in accrued compensation on the Company's balance
sheets.

 Share
Issuances

 On
June 3, 2024, the Company issued 1,162,500 shares of common stock to each of Optimize Wellness Limited, Regis Healthcare Group Limited,
and Longevity Technology Group Limited (collectively, "Asian Partners") with a fair market value of $1.33 per share
(3,487,500 shares in aggregate, with an aggregate fair market value of $4,638,375), as pre-payment for 3 years of services.

 On
June 3, 2024, the Company sold 112,500 shares of common stock to the Asian Partners for $1.33 per share, with each Selling Stockholder
purchasing 37,500 shares of common stock.

 On
December 2, 2024, the Company priced its initial public offering of 2,750,000 shares of common stock at a price of $4.00 per share. The
offering closed on December 4, 2024, and the Company started trading on the Nasdaq Capital Market under the ticker symbol "JUNS".
The Company sold 2,750,000 shares of its Common Stock to the underwriters and yielded proceeds of $9,725,213, net of underwriters and
other fees of $1,274,787.

 Upon
the closing of the offering on December 4, 2024, the outstanding principle and all unpaid accrued interest, totaling $109,216, of the
Notes I converted into an aggregate of 227,447 share of common stock of the Company at $2.80, which is 70% of the offering price of $4.00.

 Recent
Developments

 On
December 2, 2024, the Company priced its initial public offering of 2,750,000 shares of common stock at a price of $4.00 per share. The
offering closed on December 4, 2024, and the Company started trading on the Nasdaq Capital Market under the ticker symbol "JUNS".
The Company sold 2,750,000 shares of its Common Stock to the underwriters and yielded proceeds of $9,725,213, net of underwriters and
other fees of $1,274,787.

 Critical
Accounting Policies

 Basis of Presentation

 The financial statements of the Company have been
prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP").

 Business Segments

 The Company uses the "management approach"
to identify its reportable segments. The management approach requires companies to report segment financial information consistent with
information used by management for making operating decisions and assessing performance as the basis for identifying the Company's reportable
segments. The Company has identified one single reportable operating segment. The Company manages its business on the basis of one operating
and reportable segment and derives revenues from selling its product and related services.

 Use of Estimates

 Preparing financial statements in conformity with
U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual
results could differ from those estimates, and those estimates may be material.

 Changes in estimates are recorded in the period in
which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative
and qualitative assessments that it believes to be reasonable under the circumstances.

 Significant estimates during the years ended December
31, 2024 and 2023, respectively, include valuation of stock-based compensation, uncertain tax positions, and the valuation allowance
on deferred tax assets.

and Development

and development costs are expensed as incurred. Costs for certain development activities, such as clinical trials, are recognized based
on an evaluation of the progress to completion of specific tasks using data such as subject enrollment, monitoring visits, clinical site
activations, or information provided to us by our vendors with respect to their actual costs incurred. Payments for these activities
are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the
financial statements as prepaid or accrued research and development expense, as the case may be. Total research and development costs
for the fiscal years ended December 31, 2024 and 2023 were $492,660 and $954,793, respectively.

 Stock-Based

 The
Company accounts for stock-based compensation in accordance with the provisions of Accounting Standards Codification (ASC) Topic 718,
Compensation—Stock Compensation, or ASC 718, which requires the recognition of expense related to the fair value of stock-based
awards in the statements of operations. For stock options issued to employees, non-employees and members of our board of directors for
their services on our board of directors, the Company estimates the grant-date fair value of options using the Black-Scholes option pricing
model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of
the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates, and,
for grants prior to our initial public offering, the value of the common stock. For awards subject to time-based vesting, the Company
recognized stock-based compensation expense, on a straight-line basis over the requisite service period, which is generally the vesting
term of the award. As of December 31, 2024 and 2023, stock-based compensation expenses totaled $1,840,908 and $1,198,579, respectively.

Trial Expenses

 As
part of the process of preparing our financial statements, the Company is required to estimate expenses resulting from obligations under
contracts with vendors, clinical research organizations and consultants and under clinical site agreements in connection with conducting
clinical trials. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result
in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company's
objective is to reflect the appropriate trial expenses in the financial statements by matching those expenses with the period in which
services are performed and efforts are expended. The Company accounts for these expenses according to the progress of the trial as measured
by patient progression and the timing of various aspects of the trial. The Company determines accrual estimates based on estimates of
services received and efforts expended that take into account discussion with applicable personnel and outside service providers as to
the progress or state of consummation of trials. During the course of a clinical trial, the Company adjusts the clinical expense recognition
if actual results differ from its estimates. The Company makes estimates of the accrued expenses as of each balance sheet date based
on the facts and circumstances known at that time. The clinical trial accruals are dependent upon the timely and accurate reporting of
contract research organizations and other third-party vendors. Although the Company does not expect the estimates to be materially different
from amounts actually incurred, understanding of the status and timing of services performed relative to the actual status and timing
of services performed may vary and may result in reporting amounts that are too high or too low for any particular period.

Notes with Embedded Derivative Liabilities

 The
Company has entered into convertible notes, some of which contain variable conversion options, whereby the outstanding principal and
accrued interest may be converted, by the holder, into shares of common stock at a fixed discount to the price of the common stock at
or around the time of conversion upon certain trigger events. The Company evaluates all its financial instruments to determine if those
contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance
with ASC 815-10 – Derivative and Hedging – Contract in Entity's Own Equity. This accounting treatment requires
that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In
the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period
is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked
to fair value at the conversion, repayment, or exercise date and then the related fair value amount is reclassified to other income or
expense as part of gain or loss on debt extinguishment.

 ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not

 ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 Reference
is made to pages F-1 through F-25 comprising a portion of this Annual Report on Form 10-K.

 ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 Not

 ITEM
9A. CONTROLS AND PROCEDURES

 Evaluation
of Disclosure Controls and Procedures

 Disclosure
controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed
under the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed, summarized, and reported within the time period
specified in the SEC's rules and forms. Disclosure controls are also designed with the objective of ensuring that such information
is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate,
to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our Chief Executive Officer
and Chief Financial Officer (our "Certifying Officers"), the effectiveness of our disclosure controls and procedures as of
December 31, 2024, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that,
as of December 31, 2024, our disclosure controls and procedures were effective.

 We
do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and
procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the
disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there
are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure
controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all
our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain
assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated
goals under all potential future conditions.

 Management's
Report on Internal Control Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined under Exchange
Act Rules 13a-15(f) and 14d-14(f). Our internal control over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles.

 All
internal control systems, no matter how well designed, have inherent limitations and may not prevent or detect misstatements. Therefore,
even those systems determined to be effective can only provide reasonable assurance with respect to financial reporting reliability and
financial statement preparation and presentation. In addition, projections of any evaluation of effectiveness to future periods are subject
to risk that controls become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures
may deteriorate.

 Management
assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2024. In making the assessment,
management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO – 2013) in Internal
Control-Integrated Framework. Based on its assessment, management concluded that, as of December 31, 2024, our Company's internal
control over financial reporting was adequate in material aspects.

in Internal Control over Financial Reporting

 There
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

 ITEM
9B. OTHER INFORMATION

the three months ended December 31, 2024, no director or officer of the Company adopted, modified, or terminated a "Rule 10b5-1
trading arrangement" or a "non-Rule 10b5-1 trading arrangement" as each term is defined in Item 408(a) of Regulation
S-K. 4

 ITEM
9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 Not

 PART
III

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Officers
and Directors

 The
following table sets forth the names and ages of the members of our Board of Directors and our executive officers and the positions held
by each. Our Board of Directors elects our executive officers annually by majority vote. Each director's term continues until his
or her successor is elected or qualified at the next annual meeting, unless such director earlier resigns or is removed. In addition,
the following table sets forth the names and ages of the members of our Science Advisory Board.

 Name

 Age

 Position

 Officers and Directors:

 Ros n

 Chairman
 of Board, Chief Executive Officer and Director

 Saleem
 Elmasri

 Chief
 Financial Officer and Secretary

 Marshall
 Hayward, Ph. D.

 Chief
 Scientific Officer and Director

 Alexander
 Ros n

 Chief
 Administrative Officer

 Alison
 D. Silva

 President,
 Chief Business Officer, and Director

 Nicholas
 H. Hemmerly

 Julie
 Kampf

 Allison
 W. Brady

 Holger
 Weis

 Biographical
information concerning our executive officers and directors listed above is set forth below.

Officers

Ros n. Mr. Ros n is our Co-Founder and has served as our Chief Executive Officer and Chairman of our Board of Directors
since January 1, 2016. From 1997 through May 2015, Mr. Ros n founded and served as the Chief Executive Officer and Chairman of
EffRx Pharmaceuticals. Mr. Ros n together with Marshall Hayward, our Chief Scientific Officer, held the same position at EffRx,
invented, developed and received FDA and EU approvals of a drug treating osteoporosis, Binosto. Binosto
is distributed in several parts of the world and gave Mr. Ros n a full insight in all the aspects of pharmaceutical development,
regulatory paths and distribution. Mr. Ros n is a graduate of Malmo Trade Schools/Lund University, Sweden, with a degree in Computer
Sciences in 1971.

 Saleem
Elmasri. Mr. Elmasri has served as our Chief Financial Officer and Secretary since January 1, 2023. From September 2020 to December
2022, he served as a Principal at Titan Advisory Services LLC, a boutique advisory firm focused on providing collaborative and customized
financial operations and CFO services to early-stage companies. From September 2020 to April 2021, Mr. Elmasri was a consultant to DLA
LLC, a professional services firm providing clients internal audit, accounting advisory, and corporate finance services. From June 2019
to August 2020, he was Managing Director at DLA LLC. From September 2007 to March 2018, Mr. Elmasri worked as Senior Director for Pine
Hill Group LLC, a boutique accounting and transaction advisory firm, From March 2018 to June 2019, he worked as Senior Director for Pine
Hill Group LLC, a boutique accounting and transaction advisory firm. From September 2007 to March 2018, Mr. Elmasri worked as Senior
Manager for PricewaterhouseCoopers LLP, a Big-4 Accounting and Global Professional Services firm. Mr. Elmasri is a CPA and seasoned business
professional who has a passion for delivering meaningful and measurable value to clients through practical solutions. He has over 15
years of experience in financial and management consulting. Mr. Elmasri began his career at PricewaterhouseCoopers and worked on several
of the firm's Fortune 500 clients, primarily focused on the Life Sciences and Pharmaceutical industry. From PwC, he transitioned
to lead advisory practices at boutique consulting firms, specializing in transaction and complex accounting advisory. Mr. Elmasri received
B.S. degrees in Accounting and Finance from Rutgers University in 2007.

 Marshall
Hayward, Ph. D. Dr. Hayward is one of our Co-Founders, serves as our Chief Scientific Officer, and is a member of our Board of
Directors since January 1, 2016. Since May 2013, Dr. Hayward has served as the managing member of Marshall Hayward Associates LLC. From
September 2003 to May 2013, Dr. Hayward served as the Chief Scientific Officer of EffRx Pharmaceuticals where he was instrumental in
all aspects of the development and approvals of the Binosto product. Dr. Hayward received a Ph. D. in Biochemistry from the University
of Illinois at Urbana-Champaign in 1982 and did postdoctoral work there in molecular biology. Dr. Hayward received a B.S. degree (in
Biochemistry with High Honor) from the Honors College of Michigan State University in 1977. Dr. Hayward does not hold, and has not previously
held, any directorships in any reporting companies.

 Alexander
Ros n. Mr. Ros n is a Co-Founder and our Chief Administrative Officer and has been with Jupiter Neurosciences,
Inc. since its inception. Previously, Mr. Ros n held the position of Head of Administration at X-Vax Technology, Inc. from November
2020 to June 2021. From February 2019 to November 2020, Mr. Ros n served as the Controller at X-Vax Technology, Inc. Mr. Ros n
attended Halmstad University, Sweden from 2009 - 2012. Mr. Ros n does not hold, and has not previously held, any directorships
in any reporting companies.

 Alison
D. Silva. Alison Silva, who has been a member of our Board of Directors since 2018, has now expanding her role to include President
and Chief Business Officer since September 1, 2021. Previously, Ms. Silva was the Chief Executive Officer of Cotinga Pharmaceuticals,
formerly Critical Outcome Technologies, from July 2016 through August 2021. She continues to serve on the Board of Directors of Cotinga
Pharmaceuticals since 2015, and management consultant to several organizations, including EMA Wellness and The Orphan Group. Before joining
Cotinga, Alison co-founded The Microbiome Company in 2013, later rebranded to Synlogic Therapeutics, where she served as Executive Vice
President and Chief Operating Officer until June 2016. Other relevant positions include co-founder and Vice President, Development at
Marina Biotech; co-founder and Director at The Orphan Group; Director, Drug Development at Cequent Pharmaceuticals; COO at SLA Pharma;
and various other positions in biotech and pharma. Ms. Silva obtained her undergraduate degree in Biology from Clark University in 2001
and her graduate degree from the University of Massachusetts Medical Center in 2002.

Directors

 Allison
W. Brady. Ms. Brady has served as an independent director at Jupiter Neurosciences, Inc. since September 8, 2021. She serves
on the board of Gene Spotlight, Inc., where she is co-founder, a non-profit dedicated to raising money to sponsor medical research for
rare diseases, since April 2011. Since 2016, Ms. Brady has served on the Board of Advisors at University of Pennsylvania's school
of Social Policy & Practice and is currently the Fundraising Chair of its Power of Penn campaign. Ms. Brady received a BAS from University
of Pennsylvania in 1993. She also received a PR Strategy Certificate in 2021 from Cornell University. Ms. Brady does not hold, and has
not previously held, any directorships in any reporting companies. Gene Spotlight is presently the largest outside investor in the Company.
Ms. Brady does not hold, and has not previously held, any directorships in any reporting companies.

 Nicholas
H. Hemmerly. Mr. Hemmerly has served as an independent director at Jupiter Neurosciences, Inc. since September 8, 2021. Mr. Hemmerly
has been Managing Director and Co- Head of Investment Banking for Clear Street LLC since June 2023. Mr. Hemmerly has over 18 years of
investment banking experience with broad transactional experience having completed approximately $25 billion of debt and equity transactions.
Prior to joining Clear Street Mr. Hemmerly was Head of Investment Banking at Bridgeway Capital Partners, a merchant banking firm, From
March 2016 to February 2020 Mr. Hemmerly was the Director, Head of Life Sciences at PricewaterhouseCoopers LLC where he led U.S. M&A
and capital raising in the life sciences space with a focus on specialty and generic pharmaceuticals as well as healthcare consumer products
and contract manufacturing. Prior to PwC from June 2014 to March 2016, Mr. Hemmerly was a Vice President at Jefferies LLC with a focus
on executing M&A and financing transactions within the pharmaceutical and life sciences sectors. Prior experience includes investment
banking roles in JPMorgan Chase & Co.'s Healthcare Group as well as JMP Securities LLC's Healthcare Group. Mr. Hemmerly
began his investment banking career as an analyst with Wachovia Securities. Mr. Hemmerly also serves as an independent director for Liberty
Star Uranium & Metals Corp.

 Julie
Kampf. Ms. Kampf has served as an independent director at Jupiter Neurosciences, Inc. since September 8, 2021. Ms. Kampf is currently
a Director and CEO of JBK Associates International an Executive Search firm focused on the Life Science Industry, which she founded in
2003. Ms. Kampf is also currently a Director at Marizyme, Inc. a Florida-based Biotech Company. Ms. Kampf has significant not-for-profit
board and advisory committee experience having served on Howard University's School of Communications Board of Visitors, where
she helped launch an entrepreneurial incubator and established an award for student entrepreneurs. Deeply committed to enhancing the
careers and well-being of other women, Ms. Kampf was president of the 1,750-member HBA (Healthcare Businesswomen's Association)
Metro Chapter, where she co-founded a successful mentoring program. Ms. Kampf has received numerous awards, including having been recognized
as one of New Jersey's Best 50 Women in Business, an Enterprising Woman of The Year, an Ernst & Young Entrepreneurial Winning
Woman and a Brava Smart CEO Winner. In 2013 and 2009, Julie was recognized as one of the PharmaVoice 100 'most inspiring people
in the Life Science Industry'. Ms. Kampf received a B.A. in Political Science from the University of Rhode Island in 1983. Ms.
Kampf does not hold, and has not previously held, any directorships in any reporting companies.

 Holger
Weis. Mr. Weis has served as an independent director at Jupiter Neurosciences, Inc. since September 8, 2021. Since December 2020,
he has served as a Director, member of Audit and Compensation Committees as Alaunos Therapeutics, Inc. He is the principal of Weis Advisors,
Inc., a company that provides consulting services to life science companies, since founding the company in April 2018. Between December
2011 and April 2018, Mr. Weis served many roles at DemeRx, Inc. including COO, CFO, President as well as a Consultant. From August 2010
to November 2011 Mr. Weis served as CFO for EnSA Holdings, LLC. Prior to his time at EnSA Holdings, LLC. Mr. Weis served as Vice President
& CFO, Secretary and Treasurer at NovaVision, Inc. from January 2006 to August 2010. Prior to that, he served as the Chief Financial
Officer & Treasurer of GMP Companies, Inc., a company that develops and commercializes pharmaceutical, medical device and diagnostic
technologies, from 2000 to 2005. Earlier in his career, Mr. Weis served as a Senior Manager at Ernst & Young, a multinational professional
services company, from 1986 to 2000. Mr. Weis received a Bachelor of Business Administration in Accounting from the University of Georgia
in 1985 and is a Certified Public Accountant.

 Scientific
Advisory Board

 We
want to emphasize that our Scientific Advisory Board members and business advisors take a very active role in our company and specific
projects. This is one important reason how a company with our small staff can execute so many different pipeline projects effectively.

 Shaun
P. Brothers, Ph. D. Dr. Brothers has served as a member of our Scientific Advisory Board and our Consulting VP of Scientific Research
since January 1, 2016. Dr. Brothers is an expert reviewer for molecular probes and drug discovery in neuroscience NIH study sections.
Since June 2017, Dr. Brothers has served as an Associate Professor at the University of Miami, Miller School of Medicine. Since June
2016, Dr. Brothers has served as Director at Sylvester Cancer Center Molecular Therapeutics Shares Resource at University of Miami, Miller
School of Medicine. From March 2011 through May 2017, Dr. Brothers served as an Assistant Professor at the University of Miami, Miller
School of Medicine. Since September 2012, Dr. Brothers has served as Director of Pharmacology at Epigenetix Inc. From 2016 through 2018,
Dr. Brothers served as Director Preclinical Research at DemeRx, Inc. From October 2006 to March 2011, Dr. Brothers served as a researcher
at Scripps Research Institute in Jupiter, Florida. Dr. Brothers has also co-founded 2 biotech companies. Dr. Brothers received an MBA
from West Texas A&M University in 2019, Ph. D. in physiology and pharmacology from Oregon Health and Science University in 2006, and
Bachelor of Science degree in Microbiology from Oregon State University in 2000.

 Dalton
Dietrich, Ph. D. Dr. Dietrich has served as a member of our Scientific Advisory Board since June 22, 2021. Dr. Dietrich currently
is the Scientific Director at The Miami Project to Cure Paralysis and the Kinetic Concepts Distinguished Chair in Neurosurgery at the
University of Miami Miller School of Medicine which is where he has been since 1997. Dr. Dietrich also currently serves as the Senior
Associate Dean for Discovery Science at the University of Miami Miller School of Medicine and Co-Director of the Institute for Neural
Engineering at the University of Miami. Between 1995 to 1997 Dr. Dietrich served as Vice-Chairman for Basic Science in the Department
of Neurology at the University of Miami. He attained the rank of Professor in 1993. In 1981, Dr. Dietrich joined the Department of Neurology
at the University of Miami with a joint appointment in Cell Biology and Anatomy. Dr Dietrich has published over 375 refereed journal
articles, 75 book chapters and 4 books. His published work has been cited over 38,000 times. He has been listed by the Institute of Scientific
Information as a "Highly Cited Researcher", placing him in the top 0.5% of all scientists based on the impact his research
has made on other scientists. Dr. Dietrich received his Ph. D. in Anatomy from the Medical College of Virginia in 1979 and completed a
postdoctoral fellowship in the Department of Pharmacology at Washington University, St. Louis, MO in 1981.

 Peter
Elliott, Ph. D. Dr. Elliott has served as a member of our Scientific Advisory Board since October, 2016. Since 2009, Dr. Elliott
has served as a consultant to the pharmaceuticals industry. From 2005 to 2009, Dr. Elliott served as Senior Vice President of R&D
at Sirtris Pharmaceuticals. As part of work from his teams at Sirtris, three SIRT1 activators entered clinical development, SRT501, SRT2104
and SRT2379. He was also an integral part of the road-show to take Sirtris public with a successful IPO in 2007, leading to it being
purchased by GSK in 2008 for $720 million. From 2001 to 2005, Dr. Elliott served as Executive Vice President of Product Development at
CominatoRx leading efforts in 8 Phase II programs in inflammation and oncology. From 1996 to 2001, Dr. Elliott served as Vice President
of Pharmacology and Development at ProScript which was acquired by LeukoSite, and ultimately Millennium where he co-developed the multiple
myeloma drug, Velcade and PS-519 for stroke. From 1993 to 1996, Dr. Elliott served as Associate Director of Pharmacology at Alkermes.
From 1988 to 1993, Dr. Elliott served as Group & Research Leader at Glaxo Group Research where he led a number of CNS programs focusing
on movement disorders, neurodegeneration as well as pain. Dr. Elliott received a B.Sc. in Pharmacology from London University and a Ph. D.
in Psychopharmacology from Cambridge University.

 Charbel
Moussa, MBBS, Ph. D. Dr. Moussa has served as a member of our Scientific Advisory Board since April, 2020. Since July 2017, Dr.
Moussa has served as an Associate Professor of Neurology at Georgetown University Medical Center. Since March 2015, Dr. Moussa has served
as the director of Translational Neurotherapeutics Program at Georgetown University Medical Center. Since January 2018, Dr. Moussa has
served as the Principal Investigator of the Lewy Body Disease Association (LBDA) Research Center of Excellence at Georgetown University
Medical Center. Since March 2015, Dr. Moussa has served as Clinical Research Director at the Parkinson's Foundation Center of Excellence.
Since August 2016, Dr. Moussa has served as Director of Neurosciences Grand Rounds at Georgetown University Medical Center. Dr. Moussa
received a Bachelor of Medicine, Bachelor of Surgery (MBBS), and Doctor of Philosophy (Ph. D.) in Biomedical Sciences from the University
of Sydney Australia in 1996 and 2002, respectively. Dr. Moussa has expertise in geriatric neurology with a special focus on movement
and memory disorders.

 Rudolph
Tanzi Ph. D. Dr. Tanzi has served as the Co-Chairman of our Scientific Advisory Board since November, 2019. Since 2013, Dr. Tanzi
has served as the Vice-Chair of Neurology and Director of the Genetics and Aging Research Unit at Massachusetts General Hospital. Since
2008, Dr. Tanzi has also served as the Joseph P. and Rose F. Kennedy Professor of Neurology at Harvard Medical School. Dr. Tanzi received
his B.S. (microbiology) and B.A. (history) at the University of Rochester in 1980 and his Ph. D. (neurobiology) at Harvard Medical School
in 1990. In his research achievements, Dr. Tanzi served on the team that was the first to find a disease gene ((Huntington's disease)
using human genetic markers, helping to launch the field of neurogenetics. He later co-discovered all three early-onset familial Alzheimer's
disease genes and identified several others as leader of the Cure Alzheimer's Fund Alzheimer's Genome Project. He also co-discovered
the Wilson's disease gene and several other neurological disease genes. Most recently, he and his team used Alzheimer's genes
and human stem cells to create what the New York Times coined, "Alzheimer's-in-a-Dish". This is a three-dimensional
human stem cell-derived neural culture system that is considered to be the first true model of Alzheimer's disease, recapitulating
both pathological hallmarks of Alzheimer's disease: plaques and tangles. The model has made drug screening for Alzheimer's
disease 10 times cheaper and 10 times faster. Dr. Tanzi has developed novel therapeutics for Alzheimer's disease including gamma
secretase modulators and metal chaperones (PBT; Prana) aimed at lowering plaque and tangle pathology. Both have been entered into clinical
trials for Alzheimer's patients. Dr. Tanzi is also very active in the areas of integrative medicine and applications to brain health.
In this regard, along with Dr. Deepak Chopra, Dr. Tanzi co-directs the Self-Directed Biological Transformation Initiative (SBTI) aimed
at exploring and quantifying the effects of lifestyle interventions on neuroplasticity and epigenetics.

 Dr.
Tanzi has published over 500 research papers and has received the highest awards in his field, including the Metropolitan Life Foundation
Award, Potamkin Prize, Ronald Reagan Award, Silver Innovator Award, and many others. He was named to TIME magazine's 2015 list
of TIME100 Most Influential People in the World, and received the Smithsonian American Ingenuity Award, the top national award for invention
and innovation. He co-authored the popular trade books "Decoding Darkness", New York Times best seller, "Super Brain",
and international best seller "Super Genes" with Dr. Deepak Chopra. He was named by GQ magazine as a Rock Star of Science,
and in his spare time, has played keyboards with the band Aerosmith. With singer, Chris Mann, he also composed the beautiful ballad,
"Remember Me", which honors Alzheimer's patients, and is being used to raise funds for Alzheimer's research at
the Cure Alzheimer's Fund, for which, Dr. Tanzi serves as Chair of the Cure Alzheimer's Fund Research Consortium.

 Li-Huei
Tsai, Ph. D. Dr. Tsai has served as a member of our Scientific Advisory Board since June, 2016. Since May 2006, Dr. Tsai has served
as the Director of the Picower Institute for Learning and Memory at the Massachusetts Institute of Technology, a Picower Professor of
Neuroscience, and an Associate Member of the Broad Institute. From 1994 to May 2006, Dr. Tsai served as an Assistant Professor of Pathology
at Harvard Medical School and was promoted to tenure Professor at Harvard in 2002. From 1997 to 2013, Dr. Tsai served as an Investigator
of the Howard Hughes Medical Institute from 1997 to 2013. Dr. Tsai is also a Fellow of the American Association for the Advancement of
Science, a member of the National Academy of Medicine, and an Academician of the Academia Sinica in Taiwan. Dr. Tsai obtained a Ph. D.
from University of Texas Southwestern Medical Centre in Dallas, Texas in 1990 and postdoctoral training at Cold Spring Harbor Laboratories
and Massachusetts General Hospital from 1990 to 1994.

 Raymond
Scott Turner, MD, Ph. D. Dr. Turner has served as a member of our Scientific Advisory Board since August, 2016. Since April 2020,
Dr. Turner has served as the Vice Chair for Clinical Research, Department of Neurology at Georgetown University Medical Center. Since
July 2008, Dr. Turner has served as a Professor at the Department of Neurology and the Director of the Memory Disorders Program, Department
of Neurology at Georgetown University Medical Center. From March 2007 to July 2008, Dr. Turner served as the Associate Chair in the Department
of Neurology, University of Michigan at Ann Arbor, Michigan. From October 2003 to July 2008, Dr. Turner served as Associate Professor
in the Department of Neurology, University of Michigan. From July 1995 to October 2003, Dr. Turner served as Assistant Professor in the
Department of Neurology, University of Michigan. From September 2002 to July 2008, Dr. Turner served as Chief of Neurology Service at
VA Ann Arbor Healthcare System in Ann Arbor, Michigan. From July 1995 to July 2008, Dr. Turner served as Attending Neurologist and Research
Scientist, Geriatric Research Education and Clinical Center at VA Ann Arbor Healthcare System in Ann Arbor, Michigan. Dr. Turner received
a Bachelor of Science degree in microbiology/molecular biology from Clemson University in 1979. Dr. Turner obtained a Ph. D. in pharmacology
and an MD from Emory University in 1984 and 1988, respectively, and completed his internship, residency, and fellowship at the University
of Pennsylvania, Philadelphia in 1992. Dr. Turner has received numerous prestigious awards, including a fellowship from the Howard Hughes
Medical Institute and a Paul Beeson Scholarship. Dr. Turner serves as a reviewer for granting agencies and biomedical journals, has published
more than seventy peer-reviewed paper, editorials, and book chapters, as well as lectures widely. He became board-certified in Psychiatry
and Neurology in 1993.

 Claes
Wahlestedt, MD, Ph. D. Dr. Wahlestedt has served as the Co-Chairman of our Scientific Advisory Board and our Consulting Chief
Medical Officer since January 1, 2016. From January 1, 2016 through October 1, 2021, he previously served as a member of our Board of
Directors. Dr. Wahlestedt is a renowned scientist throughout the pharmaceutical industry. Since March 2011, Dr. Wahlestedt has served
as the Leonard M. Miller Professor & Associate Dean for Therapeutic Innovation at the University of Miami Miller School of Medicine.
From 2005 to March 2011, Dr. Wahlestedt was the founding Professor and Director of Neuroscience at The Scripps Research Institute in
Florida. From 1997 to 2005, Dr. Wahlestedt was the Professor and Department Chair at Karolinska Institute in Stockholm, Sweden. Dr. Wahlestedt
was the Director of Worldwide Genomics for Pharmacia between 1997 to 2004. From 1994 to 1997, Dr. Wahlestedt was a faculty member at
McGill University. From 1993 to 1997, Dr. Wahlestedt directed the research and development team for Astra-Zeneca Research Centre in Montreal,
Canada. From 1989 to 1993, Dr. Wahlestedt was the Assistant Professor of the Department of Neurology and Neurosciences at Cornell University
Medical College in New York, NY. Dr. Wahlestedt has also co-founded 2 other biotech companies, including CuRNA, Inc. and Epigenetix,
Inc. Dr. Wahlestedt is a graduate of Lund University, Sweden with a M.D. in Medicine and Ph. D. in Pharmacology in 1986 and 1987, respectively.

 Business
Advisors

 Ulf
Wiinberg. Mr. Wiinberg is an experienced healthcare industry professional who has served on the boards of several healthcare
industry associations. Since April 2017, Mr. Wiinberg has had the position of Chief Executive Officer at X-VAX Technology, Inc. From
June 2008 to December 2014, Mr. Wiinberg served as the Chief Executive Officer at Lundbeck, a pharmaceutical company specialized in psychiatric
and neurological disorders. Mr. Wiinberg served as President of the European pharma business at Wyeth from June 2005 to May 2008. At
Wyeth, Mr. Wiinberg also served as President of the global consumer health care business from 2002 to 2005. From 1997 to 2002, Mr. Wiinberg
served as Managing Director at Wyeth UK and Ireland. Ulf is presently a non-executive member of the board of Alfa Laval AB, Agenus Inc
and at the Belgian pharmaceutical company UCB. He is also chairman of the board of Sigrid Therapeutics AB, Chairman of the Board at Hansa
Biopharma as well as CEO and chairman of the board of Ulf Wiinberg Consulting & Invest AB.

 Arthur
Kirsch. Mr. Kirsch has advised the Company since June 2020 on a variety of financial and strategic initiatives. Previously he
was a Senior Advisor and Head of Global Healthcare at GCA Global from 2005 to 2019, an investment bank providing strategic M&A and
capital markets advice for growth companies. From 1994 to 2004 he was Head of Research for Vector Securities with over 200 companies
under coverage and later became Head of Capital Markets that acquired by Prudential Securities. From 1990 to 1993 Mr. Kirsch was CEO
OF Natwest Markets the investment banking division of Natwest Bank in the U.K. He began his career at Drexel Burnham where he was an
Executive Vice President running the global equity division as well as being on the Executive Committee. Mr. Kirsch has served on the
Board of Kadmon since 2019, a publicly traded bio pharmaceutical company where he serves on the Audit Committee. He also serves on the
board of Liquidia Technologies a public nano technology healthcare company as well as being the Chairman of the Audit Committee. Mr.
Kirsch received his B.A. in Finance from the University of Rhode Island and an M.B.A. from Bernard M. Baruch College.

 Mark
Dant. Mr. Dant, EveryLife Foundation for Rare Diseases Board Chair, is a parent advocate and retired Carrolton, Texas Police
Department Chief of Police. Mark and his wife Jeanne are the parents of Ryan, who is 33 years old and the longest treated person in the
world with MPS I. Mark and Jeanne spearheaded the funding for the first MPS Enzyme Replacement Therapy, Aldurazyme, through their Foundation,
the Ryan Foundation. In partnership with Dr. Emil Kakkis, Mr. Dant and his family were also key advocates speaking to the FDA about the
importance and significant impact of ERT for the treatment of mucopolysaccharidoses. In 2009, Mr. Dant and his family successfully championed
Congress to pass the Ryan Dant Health Care Opportunity Act, H.R. 1441-111.

 Family
Relationships

 There
are no family relationships among any of our directors or executive officers, except that Christer Ros n, our Chief Executive
Officer, is the father of Alexander Ros n, our Chief Administrative Officer.

 Involvement
in Certain Legal Proceedings

 No
executive officer, member of the board of directors or control person of our Company has been involved in any legal proceeding listed
in Item 401(f) of Regulation S-K in the past 10 years.

 Board
Leadership Structure and Board's Role in Risk Oversight

 We
have not separated the positions of Chairman of the Board and Chief Executive Officer. Christer Ros n has served as our Chairman
of the Board of Directors and Chief Executive Officer since January 1, 2016. We believe that combining the positions of Chairman and
Chief Executive Officer allows for focused leadership of our organization which benefits us in our relationships with investors, customers,
suppliers, employees and other constituencies. We believe that consolidating the leadership of the Company under Mr. Ros n is
the appropriate leadership structure for our Company and that any risks inherent in that structure are balanced by the oversight of our
other independent directors on our Board. However, no single leadership model is right for all companies and at all times. The Board
recognizes that depending on the circumstances, other leadership models, such as the appointment of a lead independent director, might
be appropriate. Accordingly, the Board may periodically review its leadership structure. In addition, the Board holds executive sessions
in which only independent directors are present.

 Our
Board is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities. Our principal
source of risk falls into two categories, financial and product commercialization. The audit committee oversees management of financial
risks; our Board regularly reviews information regarding our cash position, liquidity and operations, as well as the risks associated
with each. The Board regularly reviews plans, results and potential risks related to our business. The Board is also expected to oversee
risk management as it relates to our compensation plans, policies and practices for all employees including executives and directors,
particularly whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks which
could have a material adverse effect on the Company.

Independence

 As
required under the Nasdaq Marketplace Rules, a majority of the members of a listed company's board of directors must qualify as
"independent," as affirmatively determined by the board of directors. Our Board of Directors considered certain relationships
between our directors and us when determining each director's status as an "independent director" under Rule 5605(a)(2)
of the Nasdaq Marketplace Rules. Based upon such definition and SEC regulations, the Company's Board of Directors has affirmatively
determined that currently three of its seven directors (Christer Ros n, Marshall Hayward, Ph. D., and Alison D. Silva) are non-independent
directors of the Company and four of its seven directors (Nicholas H. Hemmerly, Julie Kampf, Allison W. Brady, and Holger Weis) are "independent"
directors under Nasdaq listing standards. Therefore, the Board of Directors has determined that a majority of the members of our Board
of Directors are "independent".

 Committees
of the Board of Directors

 Audit
Committee

 We
have established an audit committee ("Audit Committee"), which consists of three independent directors: Holger Weis, Allison
W. Brady and Nicholas Hemmerly. Mr. Weis is the chair of the Audit Committee. Mr. Weis qualifies as an audit committee financial expert
under SEC rules and as a financially sophisticated audit committee member under the Nasdaq Capital Market rules. Our Audit Committee
operates under a written charter that is reviewed annually. A copy of the charter is posted on the Corporate Governance
section of our website, at www.jupiterneurosciences.com.

 Our
Audit Committee is authorized to:

 approve
 and retain the independent auditors to conduct the annual audit of our financial statements;

 the proposed scope and results of the audit;

 and pre-approve audit and non-audit fees and services;

 accounting and financial controls with the independent auditors and our financial and accounting staff;

 and approve transactions between us and our directors, officers and affiliates;

 recognize
 and prevent prohibited non-audit services;

 establish
 procedures for complaints received by us regarding accounting matters; and

 oversee
 internal audit functions, if any.

Committee

 We
have established a compensation committee ("Compensation Committee"), which consists of three independent directors: Nicholas
H. Hemmerly, Julie Kampf and Allison Brady. Mr. Hemmerly is the chair of the Compensation Committee. Our Compensation Committee operates
under a written charter that is reviewed annually. 7 A copy of the charter is posted on the Corporate Governance section
of our website, at www.jupiterneurosciences.com.

 The
Compensation Committee is authorized to:

 and determine the compensation arrangements for management;

 establish
 and review general compensation policies with the objective to attract and retain superior talent, to reward individual performance
 and to achieve our financial goals;

 administer
 our incentive compensation and benefit plans and purchase plans;

 oversee
 the evaluation of the Board of Directors and management; and

 the independence of any compensation advisers.

 Nominating
and Corporate Governance Committee

 We
have established a nominating and corporate governance committee ("Nominating and Corporate Governance Committee"), which
consists of three independent directors: Julie Kampf, Holger Weis and Nicholas H. Hemmerly. Ms. Kampf is the chair of the Nominating
and Corporate Governance Committee. Our Nominating and Corporate Governance Committee operates under a written charter, a copy of which
is posted on the Corporate Governance section of our website, at www.jupiterneurosciences.com.

 The
functions of the Nominating and Corporate Governance Committee, among other things, include:

 identifying
 individuals qualified to become board members and recommending director;

 nominees
 and board members for committee membership;

 developing
 and recommending to our board corporate governance guidelines;

 and determine the compensation arrangements for directors; and

 overseeing
 the evaluation of our board of directors and its committees and management.

Nominations

 Our
full Board of Directors recommends candidates for nomination for election at the annual meeting of the stockholders. We have not formally
established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general,
in identifying and evaluating nominees for director, the Board of Directors considers educational background, diversity of professional
experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best
interests of our stockholders.

 Board
and Committee Meetings and Director Attendance

the year ended December 31, 2024, the Board held five meetings, the Audit Committee held four meetings, the Compensation Committee
held no meetings, and the Nominating and Governance Committee held no meetings. During 2024, each director attended
more than 75% of the combined meetings of the Board and each committee on which he or she served.

Committee Interlocks and Insider Participation

 None
of our executive officers currently serves, or in the past year has served, as a member of the Board of Directors or compensation committee
of any entity that has one or more executive officers on our Board of Directors or Compensation Committee. For a description of transactions
between us and members of our Compensation Committee and affiliates of such members, please see "Certain Relationships and Related
Party Transactions".

 Code
of Ethics

 The
Company has adopted a Code of Ethics and Business Conduct that applies to all of its directors, officers (including our principal executive
officer, principal financial officer, principal accounting officer or controller, and any person performing similar functions) and employees.
The Code of Ethics and Business Conduct is available on our website at www.jupiterneurosciences.com.

Recovery Policy

 On
March 26, 2025, the Board of Directors approved a new compensation recovery policy (the "Clawback Policy") in compliance
with SEC and Nasdaq rules and regulations. The Clawback Policy provides that in the event we are required to prepare an
"Accounting Restatement" (as defined in the Clawback Policy), we shall, subject to certain limited exceptions as
described in the Clawback Policy, recover certain incentive-based compensation from executive officers who are or have been
designated as an "officer" by the Board of Directors in accordance with Exchange Act Rule 16a-1(f). Compensation that
shall be recovered under the Clawback Policy generally includes "Incentive-Based Compensation" (as defined in the
Clawback Policy) received during the three-year period prior to the "Accounting Restatement Determination Date" (as
defined in the Clawback Policy) that exceeds the amount that otherwise would have been received by the "officer" had
such compensation been determined based on the restated amounts in the financial restatement. Under the Clawback Policy,
"Incentive-Based Compensation" includes any compensation that is granted, earned, or vested based, in whole or in part,
upon the attainment of a Financial Reporting Measure (as defined in the Clawback Policy).

 Policy
Prohibiting Insider Trading and Related Procedures.

 The
Company adopted an insider trading policy governing the purchase, sale, and other dispositions of the Company's securities by directors,
senior management, and employees. A copy of the insider trading policy is filed as an exhibit to this Annual Report on Form 10-K.

 Communications
with the Board

 Stockholders
and other interested parties can send communications to one or more members of the Board by writing to the Board or specific directors
or group of directors at the following address: Jupiter Neurosciences, Inc. Board of Directors, c/o Corporate Secretary, 1001 North US
Hwy 1, Suite 504, Jupiter, FL 33477. Any communication will be promptly distributed by our Corporate Secretary to the individual director
or directors named in the communication or to all directors if addressed to the entire Board.

 Limitation
on Liability and Indemnification of Officers and Directors

 Our
certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest extent authorized by Delaware
law, as it now exists or may in the future be amended. In addition, our certificate of incorporation provides that our directors will
not be personally liable for monetary damages to us for breaches of their fiduciary duty as directors, except to the extent such exemption
from liability or limitation thereof is not permitted by the Delaware General Corporation Law ("DGCL").

 Our
certificate of incorporation also permits us to maintain insurance on behalf of any officer, director or employee for any liability arising
out of his or her actions, regardless of whether Delaware law would permit such indemnification. We have purchased a policy of directors'
and officers' liability insurance that insures our officers and directors against the cost of defense, settlement or payment of
a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

 These
provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions
also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action,
if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder's investment may be adversely affected
to the extent we pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

 We
believe that these provisions and the insurance are necessary to attract and retain talented and experienced officers and directors.

 ITEM
11. EXECUTIVE COMPENSATION

 2024
Summary Compensation Table

 The
following summary compensation table provides information regarding the compensation earned during our fiscal years ended December 31,
2024 and 2023 to certain of our executive officers, who we collectively refer to as our "named executive officers" or "NEOs".

 Name and Principal Position

 Year

 Salary ($)

 Bonus ($)

 Stock
 ($)

 Option
 ($)(1)

 Non-
 Equity
 Incentive
 Plan
 ($)

 Non-
 qualified
 Deferred
 Earnings
 ($)

 All
 Other
 ($)

 Total
 ($)

 Christer Ros n

 2024

 134,750

 -

 -

 -

 -

 -

 19,326
 (2)

 $
 154,076

 Chief Executive Officer

 2023
 (3)

 -

 -

 661,531

 771,550

 -

 -

 4,286
 (4)

 1,437,367

 Saleem Elmasri

 2024

 127,006

 -

 -

 -

 -

 -

 -
 (5)

 127,006

 Chief Financial Officer

 2023
 (6)

 -

 -

 88,168

 690,335

 -

 -

 -
 (7)

 778,503

 Marshall Hayward

 2024

 107,800

 -

 -

 -

 -

 -

 -
 (8)

 107,800

 Chief Scientific Officer

 2023
 (9)

 -

 -

 518,426

 604,638

 -

 -

 18,646
 (10)

 1,141,710

 Alexander Ros n

 2024

 77,000

 26,655
 (11)

 103,655

 Chief Administration Officer

 2023
 (12)

 218,855

 255,248

 27,259
 (13)

 501,362

 Alison Silva

 2024

 96,250

 42,294
 (14)

 138,544

 Chief Business Officer and President

 2023
 (15)

 -

 -

 146,602

 363,481

 35,000
 (16)

 545,083

 (1)
 Amounts
 reflect the aggregate grant-date fair value of stock awards computed in accordance with the
 Financial Accounting Standards Board's Accounting Standards Codification Topic 718.
 See Note 6 – Stockholders' Equity (Deficit) – Stock Options.

 (2)
 healthcare benefits and 401(k) contribution of $19,326 and $0, respectively, for the fiscal
 year ended December 31, 2024.

 (3)
 2023, Mr. Ros n agreed to defer all salary compensation and to reduce his salary to
 $84,000 beginning on October 1, 2023. The deferred compensation is recorded in accrued compensation
 as of December 31, 2023. No interest was accrued or due on the deferred compensation for
 2023.

 On
September 29, 2023, Mr. Ros n agreed to forgive $1,433,938 of earned compensation in exchange for 710,344 options to purchase
common stock, 430,181 restricted stock units, and $179,242 to be paid out as a bonus upon an IPO. The options to purchase common stock
have a strike price of $1.33. On December 18, 2023, the restricted stock units issued on September 29, 2023 were cancelled and reissued
as part of an additional forgiveness, whereby Mr. Ros n agreed to forgive the $179,242 of accrued bonus in exchange for 88,909
options to purchase common stock and an additional 67,215 restricted stock units (total of 497,392 restricted stock units). The options
to purchase common stock have a strike price of $1.33.

 (4)
 healthcare benefits and 401(k) contribution of $4,286 and $0, respectively, for
 the fiscal year ended December 31, 2023.

 (5)
 healthcare benefits and 401(k) contribution of $0 and $0, respectively, for
 the fiscal year ended December 31, 2024.

 (6)
 2023, Mr. Elmasri, through his consulting company, Titan Advisory Services, LLC ("Titan") agreed to defer all salary compensation and to reduce his salary to $250,000
 beginning on February 1, 2023, and further reduced to $60,000 beginning on October 1, 2023.
 The deferred compensation is recorded in accrued compensation as of December 31, 2023. No
 interest was accrued or due on the deferred compensation for 2023. Mr. Elmasri and his wife are the only shareholders of Titan.

 On
September 29, 2023, Mr. Elmasri, on behalf of Titan, agreed to forgive $164,720 of earned compensation in exchange for 81,599 options to purchase common stock,
49,417 restricted stock units, and $45,000 to be paid out as a bonus upon an IPO. The options to purchase common stock have a strike
price of $1.33. On December 18, 2023, the restricted stock units issued on September 29, 2023 were cancelled and reissued as part of
an additional forgiveness, whereby Mr. Elmasri agreed to forgive the $45,000 of accrued bonus in exchange for 22,320 options to purchase
common stock and an additional 16,875 restricted stock units (total of 66,292 restricted stock units). The options to purchase common
stock have a strike price of $1.33.

 (7)
 healthcare benefits and 401(k) contribution of $0 and $0, respectively, for
 the fiscal year ended December 31, 2023.

 (8)
 healthcare benefits and 401(k) contribution of $0 and $0, respectively, for
 the fiscal year ended December 31, 2024.

 (9)
 2023, Mr. Hayward agreed to defer all salary compensation and to reduce his salary to $67,200
 beginning on October 1, 2023. The deferred compensation is recorded in accrued compensation
 as of December 31, 2023. No interest was accrued or due on the deferred compensation for
 2023.

 On
 September 29, 2023, Mr. Hayward agreed to forgive $1,123,727 of earned compensation in exchange
 for 556,672 options to purchase common stock, 337,118 restricted stock units, and $140,466
 to be paid out as a bonus upon an IPO. The options to purchase common stock have a strike
 price of $1.33. On December 18, 2023, the restricted stock units issued on September 29,
 2023 were cancelled and reissued as part of an additional forgiveness, whereby Mr. Hayward
 agreed to forgive the $140,466 of accrued bonus in exchange for 69,675 options to purchase
 common stock and an additional 52,676 restricted stock units (total of 389,794 restricted
 stock units). The options to purchase common stock have a strike price of $1.33.

 (10)
 Includes healthcare benefits and 401(k) contribution of $18,646 and $0 respectively, for the fiscal year ended December 31, 2023.

 (11)
 Includes healthcare benefits and 401(k) contribution of $26,655 and $0
respectively, for the fiscal year ended December 31, 2024.

 (12)
 During 2023, Mr.
Ros n agreed to defer all salary compensation and to reduce his salary to $48,000 beginning on October 1, 2023. The deferred compensation
is recorded in accrued compensation as of December 31, 2023. No interest was accrued or due on the deferred compensation for 2023.

 On September 29,
2023, Mr. Ros n agreed to forgive $477,382 of earned compensation in exchange for 234,998 options to purchase common stock, 142,316
restricted stock units, and $59,298 to be paid out as a bonus upon an IPO. The options to purchase common stock have a strike price of
$1.33. On December 18, 2023 the restricted stock units issued on September 29, 2023 were cancelled and reissued as part of an additional
forgiveness, whereby, Mr. Ros n agreed to forgive the $59,298 of accrued bonus in exchange for 29,415 options to purchase common
stock and an additional 22,237 restricted stock units (total of 164,553 restricted stock units). The options to purchase common stock
have a strike price of $1.33.

 (13)
 Includes healthcare benefits and 401(k) contribution of $27,259 and $0
respectively, for the fiscal year ended December 31, 2023.

 (14)
 Includes healthcare benefits and 401(k) contribution of $42,294 and $0
respectively, for the fiscal year ended December 31, 2024.

 (15)
 During 2023, Ms. Silva agreed to defer all salary compensation
of salary and to reduce her salary to $60,000 beginning on October 1, 2023. The deferred compensation is recorded in accrued compensation
as of December 31, 2023. No interest was accrued or due on the deferred compensation for 2023.

 On September 29, 2023, Ms. Silva agreed to forgive $317,774
of earned compensation in exchange for 157,418 options to purchase common stock, 95,333 restricted stock units, and $39,722 to be paid
out as a bonus upon an IPO. On December 18, 2023 the restricted stock units issued on September 29, 2023 were cancelled and reissued as
part of an additional forgiveness, whereby, Ms. Silva agreed to forgive the $39,722 of accrued bonus in exchange for 19,703 options to
purchase common stock and an additional 14,895 restricted stock units (total of 110,227 restricted stock units). The options to purchase
common stock have a strike price of $1.33.

 (16)
 Includes healthcare benefits and 401(k) contribution of $35,000 and $0
respectively, for the fiscal year ended December 31, 2023.

Compensation Philosophy

 Our
Board of Directors determines the compensation given to our executive officers in their sole determination. Our Board of Directors reserves
the right to pay our executives or any future executives a salary, and/or issue them shares of common stock issued in consideration for
services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual executive officer's
performance. This package may also include long-term stock-based compensation to certain executives, which is intended to align the performance
of our executives with our long-term business strategies. Additionally, while our Board of Directors has not granted any performance-based
stock options to date, the Board of Directors reserves the right to grant such options in the future, if the Board in its sole
determination believes such grants would be in the best interests of the Company.

 Incentive
Bonus

 The
Board of Directors may grant incentive bonuses to our executive officers in its sole discretion, if the Board of Directors believes such
bonuses are in the Company's best interest, after analyzing our current business objectives and growth, if any, and the amount
of revenue we are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

 Long-Term,
Stock-Based Compensation

 In
order to attract, retain and motivate executive talent necessary to support the Company's long-term business strategy we may award
our executives and any future executives with long-term, stock-based compensation in the future, at the sole discretion of our Board
of Directors.

 NEO
Employment Agreements

 Employment
Agreement with Christer Ros n, dated as of September 1, 2021

 Mr.
C. Ros n's agreement provides that he will serve as the Chief Executive Officer of the Company and provides that he will
be paid an annual base salary of $420,000. Mr. C. Ros n is eligible to receive an annual cash bonus, with the target amount of
the bonus equal to 50% of the base salary in the year to which the bonus relates, and the actual amount of the bonus may be greater or
less than the target amount, and will ultimately be determined by the Board.

 Amended
Employment Agreement with Christer Ros n, dated as of December 18, 2023

 Mr.
C. Ros n's employment agreement was amended on December 18, 2023. The amendment reduces Mr. C. Ros n's annual
base salary from $420,000 to $84,000, effective retrospectively to October 1, 2023, until the time that the Company has raised additional
capital from the sale of its securities in the amount of $1,500,000 (the "Reduction Period"). Upon the expiration of the
Reduction Period, the base salary shall be adjusted to be 105% the original base salary. The remainder of the original agreement shall
remain in full force.

 Employment
Agreement with Marshall Hayward, dated as of September 1, 2021

 Mr.
Hayward's agreement provides that he will serve as the Chief Scientific Officer of the Company and that he will be paid an annual
base salary of $336,000. Mr. Hayward is eligible to receive an annual cash bonus, with the target amount of the bonus equal to 30% of
the base salary in the year to which the bonus relates, and the actual amount of the bonus may be greater or less than such target amount,
and will ultimately be determined by the Board.

 Amended
Employment Agreement with Marshall Hayward, dated as of December 18, 2023

 Mr.
Hayward's employment agreement was amended on December 18, 2023. The amendment reduces Mr. M. Hayward's annual base salary
from $336,000 to $67,200, effective retrospectively to October 1, 2023, until the time that the Company has raised additional capital
from the sale of its securities in the amount of $1,500,000 (the "Reduction Period"). Upon the expiration of the Reduction
Period, the base salary shall be adjusted to be 105% the original base salary. The remainder of the original agreement shall remain in
full force.

 Provisions
Applicable to All NEO Employment Agreements

 Each
of the employment agreements described above has a term of three years, which will be automatically extended for one or more additional
terms of one year each unless either party provides notice to the other party of their desire to not so renew the term at least 30 days
prior to the expiration of the then-current term. Each of the agreements is "at will," meaning that either party may terminate
the employment at any time and for any reason, subject to the provisions of the applicable agreement.

 Each
executive is entitled to fringe benefits consistent with the practices of the Company, and to the extent the Company provides similar
benefits to the Company's executive officers, and is entitled to be reimbursed for all reasonable and necessary out-of-pocket business,
entertainment and travel expenses incurred in connection with the performance of their duties.

 Each
agreement may be terminated by the Company at any time, either with or without "Cause", and by the applicable executive any
time, either with or without "Good Reason". "Cause" is defined as (i) violation of any material written rule
or policy of the Company for which violation any employee may be terminated pursuant to the written policies of the Company reasonably
applicable to an executive employee; (ii) misconduct by the applicable executive to the material detriment of the Company; (iii) the
applicable executive conviction (by a court of competent jurisdiction, not subject to further appeal) of, or pleading guilty to, a felony;
(iv) the applicable executive's gross negligence in the performance of their duties and responsibilities to the Company as described
in the agreement; or the applicable executive's material failure to perform their duties and responsibilities to the Company as
described in the agreement (other than any such failure resulting from their incapacity due to physical or mental illness or any such
failure subsequent to the applicable executive delivered a notice of termination without Cause by the Company or delivering a notice
of termination for Good Reason to the Company), in either case after written notice from the Board to the applicable executive of the
specific nature of such material failure and such executive's failure to cure such material failure within 10 days following receipt
of such notice.

 "Good
Reason" is defined as (i) at any time following a Change of Control (as defined below), a material diminution by the Company of
compensation and benefits (taken as a whole) provided to the applicable executive immediately prior to a Change of Control; (ii) reduction
in base salary or target or maximum bonus, other than as part of an across-the-board reduction in salaries of management personnel; (iii)
the relocation of the applicable executive's principal executive office to a location more than 50 miles further from their principal
executive office immediately prior to such relocation; or (iv) a material breach by the Company of any of the terms and conditions of
the agreement which the Company fails to correct within 10 days after the Company receives written notice from the applicable executive
of such violation.

 A
"Change of Control" will be deemed to have occurred if, after the effective date of the applicable agreement, (i) the beneficial
ownership (as defined in Rule 13d-3 under the Exchange Act) of securities representing more than 50% of the combined voting power of
the Company is acquired by any "person" as defined in sections 13(d) and 14(d) of the Exchange Act (other than the Company,
any subsidiary of the Company, or any trustee or other fiduciary holding securities under an employee benefit plan of the Company), (ii)
the merger or consolidation of the Company with or into another corporation where the shareholders of the Company, immediately prior
to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power
of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation,
if any) in substantially the same proportion as their ownership of the Company immediately prior to such merger or consolidation, or
(iii) the sale or other disposition of all or substantially all of the Company's assets to an entity, other than a sale or disposition
by the Company of all or substantially all of the Company's assets to an entity, at least 50% of the combined voting power of the
voting securities of which are owned directly or indirectly by shareholders of the Company, immediately prior to the sale or disposition,
in substantially the same proportion as their ownership of the Company immediately prior to such sale or disposition.

 If
the Company terminates any executive's employment for "Cause", or the applicable executive terminates their employment
without "Good Reason", then the Company will pay to the applicable executive any unpaid base salary and benefits then owed
or accrued, and any unreimbursed expenses, any unvested portion of any equity granted to the applicable executive under the agreement
or any other agreements with the Company will immediately be forfeited as of the termination date without any further action of the parties;
and all of the parties' rights and obligations under the applicable agreement cease, other than such rights or obligations which
arose prior to the termination date or in connection with such termination, and subject to those provisions which survive the termination.

 If
the Company terminates the applicable executive's employment without "Cause", or the applicable executive terminates
their employment with "Good Reason", the Company will pay to the applicable executive any base salary and benefits then owed
or accrued and any unreimbursed expenses; the Company will pay to the applicable executive an amount in cash equal to the target annual
performance bonus for which they would have been eligible with respect to the year in which termination of their employment occurs multiplied
by a portion of the year for which the agreement was in place; the Company will continue to pay to the applicable executive the base
salary that would have been paid to them for the following 12 month period, assuming that the agreement and the term had remained in
effect; any equity grant already made to the applicable executive will, to the extent not already vested, be deemed automatically vested;
and all of the parties' rights and obligations under the agreement cease, other than such rights or obligations which arose prior
to the termination date or in connection with such termination, and subject to those provisions which survive the termination.

 Each
of the agreements also provides for certain "gross-up payments" being payable to the applicable executive if it is determined
that any payment or benefit provided to the executive under the agreement or otherwise, whether or not in connection with a Change of
Control would constitute an "excess parachute payment" within the meaning of section 280G of the Internal Revenue Code of
1986, as amended (the "Code"), such that the payment would be subject to an excise tax under section 4999 of the Code.

 Each
of the agreements contains customary confidentiality provisions, and customary provisions relating to intellectual property created by
the executive (i.e., a "work-made-for-hire" provision).

 Each
of the agreements also contains a customary non-solicitation provision, wherein the executive agrees that they shall not, directly or
indirectly solicit or discuss with any employee of Company the employment of such Company employee by any other commercial enterprise
other than Company, nor recruit, attempt to recruit, hire or attempt to hire any such Company employee on behalf of any commercial enterprise
other than Company, provided that this provision does not prohibit the executive from undertaking a general recruitment advertisement
provided that the foregoing is not targeted towards any person identified above, or from hiring, employing or engaging any such person
who responds to such general recruitment advertisement. This provision applies for three years.

 Each
of the agreements also contains a customary non-compete provision, wherein the executive agrees that they will not, directly or indirectly:
(i) engage in any other business, association or relationship of any kind with any business which provides, in whole or in part, the
same or similar services and/or products offered by Company as part of its existing or developing businesses which directly or indirectly
competes with Company; nor (ii) solicit or accept, or induce any person to reduce goods or services to Company, or in any manner assist
others in the solicitation, acceptance, or inducement of, any business transactions with Company's existing and prospective clients,
accounts, suppliers and/or other persons or entities with whom Company has had business relationships (or whom Company had specifically
identified for a prospective business relationship). This provision applies for nine months.

 Each
of the agreements contains a "Blue Pencil" provision, wherein if a court of competent jurisdiction determines that any of
the non-solicit or non-compete provisions are unenforceable, the court may substitute an enforceable restriction in place of any restriction
deemed unenforceable.

 Each
of the agreements is governed by Florida law, and contains customary representations and warranties and other miscellaneous provisions.

 Titan
Consulting Agreement

 On
December 31, 2022, the Company entered into a Master Services Agreement with Titan Advisory Services LLC ("Titan"), which is wholly-owned by Mr. Elmasri and his wife, pursuant
to which the Titan will provide certain services to the Company (the "MSA"). The MSA provides that the specific services
(the "Services") will be described in separate Scopes of Work ("SOW") which will constitute a part of the MSA.
The term of the MSA continues until 30 days after either party notifies the others that it desires to terminate the MSA.

 The
Services, which commenced on January 1, 2023, are to be provided by Saleem Elmasri, and include Mr. Elmasri serving as the Chief Financial
Officer of the Company, and having the following responsibilities: (i) overall financial strategy implementation and execution; (ii)
overseeing forecasts and budgeting; (iii) overseeing the Company's finance/accounting department; (iv) financial reporting; and
(v) overseeing tax compliance. Separately, Mr. Elmasri has also been named as the Secretary of the Company.

 The
MSA agreement provides that the Company shall pay Titan a monthly fee in the amount of $25,000 (annual fee in aggregate of $300,000 per
year) and that Mr. Elmasri will be issued an option to acquire 562,500 shares of common stock, pursuant to a separate option agreement.
25% of the options are vested upon issuance, with the balance to vest in equal quarterly installments over the following 24 months, and
the option has a 10-year term. The exercise price for the shares of common stock will be $1.33. The options will accelerate and vest
immediately upon a merger, acquisition or other transaction that will be deemed a change of control of the Company. Titan and Mr. Elmasri
will be eligible to participate in additional incentive equity or cash compensation alongside the Company's other executives, at
the sole discretion of the Company. Any additional resources used by Titan to provide the Services, subject to prior approval by the
Company, will be billed to the Company at between $150 and $250 per hour, and the Company has also agreed to reimburse Titan for all
reasonable out-of-pocket expenses that Titan incurs in providing the Services.

 The
MSA includes a customary confidentiality provision for the benefit of the Company, and also includes a non-solicitation provision pursuant
to which each party agrees that during the term of the MSA and for a period of one year thereafter, neither party will, without the prior
written consent of the other, engage in any way, employ, hire, or otherwise do business with any employee or former employee of the other
party.

 The
MSA provides that the Company will be solely responsible for the contents of the information it provides to Titan in connection with
the MSA, and the Company makes customary representations and warranties regarding such information. The Company also agreed in the MSA
to indemnify Titan, its principals, employees and representatives, from and against any claims, losses, damages or any other liability
arising from or as a result of (i) Titan performing the Services or any other services requested by the Company, (ii) any claim by the
Company or any third party of any misrepresentation or reliance on any information resulting from the Services; (iii) any claim by the
Company or any third party or governmental agency brought under the federal securities laws or other statutes, state statute, or common
law, or otherwise, or (iv) any claim by the Company or any third party in connection with the sale or issuance of any shares of the Company's
stock, or other equity or debt of the Company. The maximum liability of Titan that may arise out of the Services is limited to the total
fees paid to Titan for a particular SOW, unless Titan is found to be grossly negligent in its duties or acts with willful misconduct.

 The
MSA contains customary miscellaneous provisions, including a no-assignment provision, and an agreement to submit any disputes to mediation,
or thereafter to arbitration if the mediation is not successful.

 On
January 31, 2023, Titan agreed to reduce the monthly fee to $20,000 per month until the time that the Company has raised additional capital
from the sale of its securities in the amount of $1,500,000.

 On
December 18, 2023, Titan agreed to reduce the monthly fee to $5,000 per month, effective retrospectively to October 1, 2023, until the
time that the Company has raised additional capital from the sale of its securities in the amount of $1,500,000 (the "Reduction
Period"). Upon the expiration of the Reduction Period, the base salary shall be adjusted to be 105% the original base salary.

 On
December 17, 2024, the parties agreed that the Company would pay to Titan a monthly fee in the amount of $20,000 (amounting to an aggregate
annual fee of $240,000) for the 2025 calendar year. In addition, Titan is eligible for cash bonuses and additional equity compensation,
at the Company's discretion.

 Elements
of Compensation

 Our
NEOs were provided with the following primary elements of compensation in 2024 and 2023:

 Base
Salary

Ros n and Marshall Hayward received a fixed base salary in an amount determined by the Board of Directors based on a number of
factors, including:

 The
 nature, responsibilities and duties of the officer's position;

 The
 officer's expertise, demonstrated leadership ability and prior performance;

 The
 officer's salary history and total compensation, including annual cash bonuses and long-term incentive compensation; and

 The
 competitiveness of the market for the officer's services.

 See
"—2024 Summary Compensation Table."

 Stock
Option Grants

 On
January 1, 2023, the Company granted non-qualified stock option to purchase 562,500 of common stock to Saleem Elmasri, CPA, as Chief
Financial Officer, at an exercise price of $1.33 per share.

 On
September 29, 2023, the Company granted non-qualified stock options to purchase 710,344 of common stock to Christer Ros n at an
exercise price of $1.33 per share.

 On
September 29, 2023, the Company granted non-qualified stock options to purchase 556,673 of common stock to Marshall Hayward at an exercise
price of $1.33 per share.

 On
September 29, 2023, the Company granted non-qualified stock options to purchase 81,600 of common stock to Saleem Elmasri, CPA at an exercise
price of $1.33 per share.

 On
December 18, 2023, the Company granted non-qualified stock options to purchase 88,909 of common stock to Christer Ros n at an
exercise price of $1.33 per share.

 On
December 18, 2023, the Company granted non-qualified stock options to purchase 69,675 of common stock to Marshall Hayward at an exercise
price of $1.33 per share.

 On
December 18, 2023, the Company granted non-qualified stock options to purchase 22,320 of common stock to Saleem Elmasri, CPA at an exercise
price of $1.33 per share.

 Other
Benefits

 In
2024 and 2023, our NEOs were reimbursed for healthcare expenses. The amounts paid to our NEOs in respect of these benefits is reflected
above in "—2024 Summary Compensation Table."

 2023
Equity Incentive Plan

 Overview

 The
Board of Directors and shareholders holding a majority of the Company's voting capital approved and adopted the 2023 Equity Incentive
Plan (the "2023 Plan") on October 4, 2023, respectively. The 2023 Plan authorizes the issuance of up to an aggregate maximum
of 4,012,785 shares of the common stock, subject to adjustment as described in the 2023 Plan. The 2023 Plan shall be administered by
the Board or one or more committees appointed by the Board or another committee ("Administrator"). The Administrator, in
its discretion, selects the individuals to whom awards may be granted, the time or times at which such awards are granted, and the terms
of such awards. The 2023 Plan authorizes the Company to grant stock options, stock appreciation rights, restricted shares, restricted
share unit, cash awards, other awards, and performance-based awards. Awards may be granted to the Company's officers, employees,
directors and consultants.

 The
purpose of 2023 Plan is to promote the success of the Company and to increase stockholder value by providing an additional means through
the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. The Board may, at any time,
terminate or, from time to time, amend, modify or suspend this 2023 Plan, in whole or in part. To the extent then required by applicable
law or any applicable stock exchange or required under the Internal Revenue Code to preserve the intended tax consequences of the 2023
Plan, or deemed necessary or advisable by the Board, the 2023 Plan and any amendment to the 2023 Plan shall be subject to stockholder
approval. Unless earlier terminated by the Board, the 2023 Plan will terminate 10 years from the date of adoption.

 Authorized

 A
total of 4,012,785 shares of the Company's common stock are authorized for issuance pursuant to the 2023 Plan. Subject to adjustment
as provided in the 2023 Plan, the maximum aggregate number of shares that may be issued under the 2023 Plan will be cumulatively increased
on January 1, 2024 and on each subsequent January 1, by a number of shares equal to the smaller of (i) 3% of the number of shares of
common stock issued and outstanding on the immediately preceding December 31, or (ii) an amount determined by the Board.

if any award issued pursuant to the 2023 Plan expires or becomes exercisable without having been exercised in full, is surrendered pursuant
to an exchange program, as provided in the 2023 Plan, or, with respect to restricted stock, restricted stock units ("RSUs"),
performance units or performance shares, is forfeited to or repurchased by the Company due to the failure to vest, the unpurchased shares
(or for awards other than stock options or stock appreciation rights the forfeited or repurchased shares) which were subject thereto
will become available for future grant or sale under the 2023 Plan (unless the 2023 Plan has terminated). With respect to stock appreciation
rights, only shares actually issued pursuant to a stock appreciation right will cease to be available under the 2023 Plan; all remaining
shares under stock appreciation rights will remain available for future grant or sale under the 2023 Plan (unless the 2023 Plan has terminated).
Shares that have actually been issued under the 2023 Plan under any award will not be returned to the 2023 Plan and will not become available
for future distribution under the 2023 Plan; provided, however, that if shares issued pursuant to awards of restricted stock, restricted
stock units, performance shares or performance units are repurchased by the Company or are forfeited to the Company due to the failure
to vest, such shares will become available for future grant under the 2023 Plan. Shares used to pay the exercise price of an award or
to satisfy the tax withholdings related to an award will become available for future grant or sale under the 2023 Plan. To the extent
an award under the 2023 Plan is paid out in cash rather than shares, such cash payment will not result in reducing the number of shares
available for issuance under the 2023 Plan.

 Notwithstanding
the foregoing and, subject to adjustment as provided in the 2023 Plan, the maximum number of shares that may be issued upon the exercise
of incentive stock options will equal the aggregate share number stated above, plus, to the extent allowable under Section 422 of the
Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder, any shares that become available for issuance under
the 2023 Plan in accordance with the foregoing.

 Plan
Administration

 The
Board or one or more committees appointed by the Board will administer the 2023 Plan. In addition, if the Company determines it is desirable
to qualify transactions under the 2023 Plan as exempt under Rule 16b-3 of the Securities Exchange Act of 1934, as amended, such transactions
will be structured with the intent that they satisfy the requirements for exemption under Rule 16b-3. Subject to the provisions of the
2023 Plan, the administrator has the power to administer the 2023 Plan and make all determinations deemed necessary or advisable for
administering the 2023 Plan, including the power to determine the fair market value of the Company's common stock, select the service
providers to whom awards may be granted, determine the number of shares covered by each award, approve forms of award agreements for
use under the 2023 Plan, determine the terms and conditions of awards (including the exercise price, the time or times at which the awards
may be exercised, any vesting acceleration or waiver or forfeiture restrictions and any restriction or limitation regarding any award
or the shares relating thereto), construe and interpret the terms of the 2023 Plan and awards granted under it, prescribe, amend and
rescind rules relating to the 2023 Plan, including creating sub-plans and modify or amend each award, including the discretionary authority
to extend the post-termination exercisability period of awards (provided that no option or stock appreciation right will be extended
past its original maximum term), and to allow a participant to defer the receipt of payment of cash or the delivery of shares that would
otherwise be due to such participant under an award. The administrator also has the authority to allow participants the opportunity to
transfer outstanding awards to a financial institution or other person or entity selected by the administrator and to institute an exchange
program by which outstanding awards may be surrendered or cancelled in exchange for awards of the same type which may have a higher or
lower exercise price or different terms, awards of a different type or cash, or by which the exercise price of an outstanding award is
increased or reduced. The administrator's decisions, interpretations and other actions are final and binding on all participants.

 Eligibility

under the 2023 Plan, other than incentive stock options, may be granted to employees (including officers) of the Company or a subsidiary,
members of the Company's Board, or consultants engaged to render bona fide services to the Company or a subsidiary. Incentive stock
options may be granted only to employees of the Company or a subsidiary.

 Stock
Options

 Stock
options may be granted under the 2023 Plan. The exercise price of options granted under the 2023 Plan generally must at least be equal
to the fair market value of the Company's common stock on the date of grant. The term of each option will be as stated in the applicable
award agreement; provided, however, that the term may be no more than 10 years from the date of grant. The administrator will determine
the methods of payment of the exercise price of an option, which may include cash, shares or other property acceptable to the administrator,
as well as other types of consideration permitted by applicable law. After the termination of service of an employee, director or consultant,
they may exercise their option for the period of time stated in their option agreement. In the absence of a specified time in an award
agreement, if termination is due to death or disability, the option will remain exercisable for 12 months. In all other cases, in the
absence of a specified time in an award agreement, the option will remain exercisable for three months following the termination of service.
An option may not be exercised later than the expiration of its term. Subject to the provisions of the 2023 Plan, the administrator determines
the other terms of options.

 Stock
Appreciation Rights

 Stock
appreciation rights may be granted under the 2023 Plan. Stock appreciation rights allow the recipient to receive the appreciation in
the fair market value of the Company's common stock between the exercise date and the date of grant. Stock appreciation rights
may not have a term exceeding 10 years. After the termination of service of an employee, director or consultant, they may exercise their
stock appreciation right for the period of time stated in their stock appreciation right agreement. In the absence of a specified time
in an award agreement, if termination is due to death or disability, the stock appreciation rights will remain exercisable for 12 months.
In all other cases, in the absence of a specified time in an award agreement, the stock appreciation rights will remain exercisable for
three months following the termination of service. However, in no event may a stock appreciation right be exercised later than the expiration
of its term. Subject to the provisions of the 2023 Plan, the administrator determines the other terms of stock appreciation rights, including
when such rights become exercisable and whether to pay any increased appreciation in cash or with shares of the Company's common
stock, or a combination thereof, except that the per share exercise price for the shares to be issued pursuant to the exercise of a stock
appreciation right will be no less than 100% of the fair market value per share on the date of grant.

Stock

stock may be granted under the 2023 Plan. Restricted stock awards are grants of shares of the Company's common stock that vest
in accordance with terms and conditions established by the administrator. The administrator will determine the number of shares of restricted
stock granted to any employee, director or consultant and, subject to the provisions of the 2023 Plan, will determine the terms and conditions
of such awards. The administrator may impose whatever conditions to vesting it determines to be appropriate (for example, the administrator
may set restrictions based on the achievement of specific performance goals or continued service to the Company); provided, however,
that the administrator, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. Recipients
of restricted stock awards generally will have voting and dividend rights with respect to such shares upon grant without regard to vesting,
unless the administrator provides otherwise. Shares of restricted stock that do not vest are subject to the Company's right of
repurchase or forfeiture.

Stock Units

 RSUs
may be granted under the 2023 Plan. RSUs are bookkeeping entries representing an amount equal to the fair market value of one share of
the Company's common stock. Subject to the provisions of the 2023 Plan, the administrator determines the terms and conditions of
RSUs, including the vesting criteria and the form and timing of payment. The administrator may set vesting criteria based upon the achievement
of Company-wide, divisional, business unit or individual goals (including continued employment or service), applicable federal or state
securities laws or any other basis determined by the administrator in its discretion. The administrator, in its sole discretion, may
pay earned RSUs in the form of cash, in shares of the Company's common stock or in some combination thereof. Notwithstanding the
foregoing, the administrator, in its sole discretion, may accelerate the time at which any vesting requirements will be deemed satisfied.

 Performance
Units and Performance Shares

 Performance
units and performance shares may be granted under the 2023 Plan. Performance units and performance shares are awards that will result
in a payment to a participant only if performance goals established by the administrator are achieved or the awards otherwise vest. The
administrator will establish performance objectives or other vesting criteria in its discretion, which, depending on the extent to which
they are met, will determine the number or the value of performance units and performance shares to be paid out to participants. The
administrator may set performance objectives based on the achievement of Company-wide, divisional, business unit or individual goals
(including continued employment or service), applicable federal or state securities laws or any other basis determined by the administrator
in its discretion. After the grant of a performance unit or performance share, the administrator, in its sole discretion, may reduce
or waive any performance criteria or other vesting provisions for such performance units or performance shares. Performance units shall
have an initial dollar value established by the administrator on or prior to the grant date. Performance shares shall have an initial
value equal to the fair market value of the Company's common stock on the grant date. The administrator, in its sole discretion,
may pay earned performance units or performance shares in the form of cash, in shares or in some combination thereof.

 Non-Employee
Directors

 The
2023 Plan provides that all non-employee directors will be eligible to receive all types of awards (except for incentive stock options)
under the 2023 Plan. The 2023 Plan includes a maximum limit of $750,000 of equity awards that may be granted to a non-employee director
in any fiscal year, increased to $1,500,000 in connection with his or her initial service. For purposes of this limitation, the value
of equity awards is based on the grant date fair value (determined in accordance with accounting principles generally accepted in the
United States). Any equity awards granted to a person for their services as an employee, or for their services as a consultant (other
than as a non-employee director), will not count for purposes of the limitation. The maximum limit does not reflect the intended size
of any potential compensation or equity awards to the Company's non-employee directors.

 Non-transferability
of Awards

 Unless
the administrator provides otherwise, the 2023 Plan generally does not allow for the transfer of awards and only the recipient of an
award may exercise an award during their lifetime. If the administrator makes an award transferrable, such award will contain such additional
terms and conditions as the administrator deems appropriate.

 Certain
Adjustments

 In
the event of certain changes in the Company's capitalization, to prevent diminution or enlargement of the benefits or potential
benefits available under the 2023 Plan, the administrator will adjust the number and class of shares that may be delivered under the
2023 Plan or the number, and price of shares covered by each outstanding award and the numerical share limits set forth in the 2023 Plan.

 Dissolution
or Liquidation

 In
the event of the Company's proposed liquidation or dissolution, the administrator will notify participants as soon as practicable
and all awards will terminate immediately prior to the consummation of such proposed transaction.

 Merger
or Change in Control

 The
2023 Plan provides that in the event of the Company's merger with or into another corporation or entity or a "change in control"
(as defined in the 2023 Plan), each outstanding award will be treated as the administrator determines, including, without limitation,
that (i) awards will be assumed, or substantially equivalent awards will be substituted, by the acquiring or succeeding corporation (or
an affiliate thereof) with appropriate adjustments as to the number and kind of shares and prices; (ii) upon written notice to a participant,
that the participant's awards will terminate upon or immediately prior to the consummation of such merger or change in control;
(iii) outstanding awards will vest and become exercisable, realizable or payable, or restrictions applicable to an award will lapse,
in whole or in part, prior to or upon consummation of such merger or change in control and, to the extent the administrator determines,
terminate upon or immediately prior to the effectiveness of such merger or change in control; (iv) (A) the termination of an award in
exchange for an amount of cash or property, if any, equal to the amount that would have been attained upon the exercise of such award
or realization of the participant's rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt,
if as of the date of the occurrence of the transaction the administrator determines in good faith that no amount would have been attained
upon the exercise of such award or realization of the participant's rights, then such award may be terminated by the Company without
payment) or (B) the replacement of such award with other rights or property selected by the administrator in its sole discretion; or
(v) any combination of the foregoing. The administrator will not be obligated to treat all awards, all awards a participant holds, or
all awards of the same type, similarly. In the event that awards (or portion thereof) are not assumed or substituted for in the event
of a merger or change in control, the participant will fully vest in and have the right to exercise all of their outstanding options
and stock appreciation rights, including shares as to which such awards would not otherwise be vested or exercisable, all restrictions
on restricted stock and RSUs will lapse and, with respect to awards with performance-based vesting, all performance goals or other vesting
criteria will be deemed achieved at 100% of target levels and all other terms and conditions met, in all cases, unless specifically provided
otherwise under the applicable award agreement or other written agreement between the participant and the Company or any of the Company's
subsidiaries or parents, as applicable. If an option or stock appreciation right is not assumed or substituted in the event of a merger
or change in control, the administrator will notify the participant in writing or electronically that the option or stock appreciation
right will be exercisable for a period of time determined by the administrator in its sole discretion and the vested option or stock
appreciation right will terminate upon the expiration of such period.

 For
awards granted to an outside director, the outside director will fully vest in and have the right to exercise all of their outstanding
options and stock appreciation rights, all restrictions on restricted stock and RSUs will lapse and, for awards with performance-based
vesting, unless specifically provided for in the award agreement, all performance goals or other vesting criteria will be deemed achieved
at 100% of target levels and all other terms and conditions met.

 Clawback

will be subject to any Company clawback policy that the Company is required to adopt pursuant to the listing standards of any national
securities exchange or association on which the Company's securities are listed or as is otherwise required by the Dodd-Frank Wall
Street Reform and Consumer Protection Act or other applicable laws. The administrator also may specify in an award agreement that the
participant's rights, payments or benefits with respect to an award will be subject to reduction, cancellation, forfeiture or recoupment
upon the occurrence of certain specified events. The Board may require a participant to forfeit, return or reimburse the Company all
or a portion of the award or shares issued under the award, any amounts paid under the award and any payments or proceeds paid or provided
upon disposition of the shares issued under the award in order to comply with such clawback policy or applicable laws.

 Amendment
and Termination

 The
administrator has the authority to amend, suspend or terminate the 2023 Plan provided such action does not impair the existing rights
of any participant. The 2023 Plan automatically will terminate on October 4, 2033, unless it is terminated sooner.

 Prior
to our 2024 initial public offering, we did not have a formal policy to compensate our non-employee directors. Following our initial
public offering, our non-employee directors are eligible to receive the following cash retainers and equity awards. The retainers will
be payable in four equal installments in each calendar quarter and will be payable within five business days of the end of each calendar
quarter, and with such amount for any partial calendar quarter being appropriately prorated.

 Annual Retainer for Board Membership

 Annual service on the board of directors

 $
 30,000

 Additional Annual Retainer for Committee Membership

 Annual service as member of the audit committee (other than chair)

 $
 5,000

 Annual service as chair of the audit committee

 $

 Annual service as member of the compensation committee (other than chair)

 $
 5,000

 Annual service as chair of the compensation committee

 $

 Annual service as member of the nominating and corporate governance committee (other than chair)

 $
 4,000

 Annual service as chair of the nominating and corporate governance committee

 $
 7,500

 Upon
initial election to our board of directors, each non-employee director will be granted an option to acquire up to 18,000 shares of the
common stock at an exercise price of $5.00 per share (subject to customary adjustments), which options shall vest ratably over 36 months,
subject to the director continuing to serve as a director of the Company during such period, pursuant to the Option Award Agreement.
During the term of the independent director agreements, the Company will reimburse each director for all reasonable out-of-pocket expenses
incurred by the director in attending any in-person meetings, provided that the director complies with the generally applicable policies,
practices and procedures of the Company for submission of expense reports, receipts or similar documentation of such expenses. Any reimbursements
for allocated expenses (as compared to out-of-pocket expenses of the director in excess of $500) must be approved in advance by the Company.

 Other
than as set forth in the table below and as described more fully below, we did not pay any compensation or make any equity awards or
non-equity awards to any of our non-employee directors during 2024. Directors may be reimbursed for travel and other expenses directly
related to their activities as directors. Directors who also serve as employees receive no additional compensation for their service
as directors. During 2024, each of Christer Ros n, our Chief Executive Officer, Marshall Hayward, our Chief Scientific Officer,
and Alison Silva, our President and Chief Business Officer, was a member of our board of directors, as well as an employee, and therefore,
received no additional compensation for their services as a director. See "—2024 Summary Compensation Table" for more
information about compensation to our NEOs for 2024 and 2023. The following table presents the total compensation for each person who
served as a non-employee director during 2024.

 2024
Director Compensation Table

 Name

 Year

 Fees Earned or Paid in Cash
 ($)

 Stock Awards
 ($)

 Option
 ($)

 Total
 ($)

 Nicholas H. Hemmerly

 2024

 $
 49,000

 $

 $

 $
 49,000

 Julie Kampf

 2024

 $
 42,500

 $

 $

 $
 42,500

 Holger Weis

 2024

 $
 44,000

 $

 $

 $
 44,000

 Alison W. Brady

 2024

 $
 40,000

 $

 $

 $
 40,000

Agreements

 On
September 8, 2021, the Company entered into Independent Director Agreements with each of Allison Brady, Holger Weis, Julie Kampf and
Nick Hemmerly (each, a "Director") relating to their service as independent directors of the Company.

 Pursuant
to each of the agreements, the Director agreed to serve as an independent director of the Company and to perform the duties consistent
with such position. In addition, pursuant to their respective agreements, Ms. Brady agreed to serve as a member of the Compensation Committee
and Audit Committee; Mr. Weis agreed to serve as a member of the Nomination Committee and the Chairman of the Audit Committee; Ms. Kampf
agreed to serve as a member of the Compensation Committee and as Chairman of the Nomination Committee of the Board; and Mr. Hemmerly
agreed to serve as Chairman of the Compensation Committee as well as a member of the Audit Committee and Nominating Committee.

 Each
of the Directors confirmed that the Director is independent (as such term has been construed under Delaware law with respect to directors
of Delaware corporations and the OTC Markets, the NASDAQ Stock Exchange and the New York Stock Exchange). Each Director also confirmed
that, to their knowledge, (a) that Director does not possess material business, close personal relationships or other affiliations, or
any history of any such material business, close personal relationships or other affiliations, with the Company's significant equity
or debt holders or any of their respective corporate affiliates that would cause that Director to be unable to (i) exercise independent
judgment based on the best interests of the Company or (ii) make decisions and carry out that Director's responsibilities as a
director of the Company, in each case in accordance with the terms of the Company's governing documents and applicable law, and
(b) that they have no existing relationship or affiliation of any kind with any entity that the applicable Director knows to be a competitor
of the Company.

 Each
of the agreements continues until the earliest of (a) such time as the Director resigns or is removed in accordance with the Company's
governing documents, and (b) the death of the Director.

 The
Directors are compensated as follows under their respective agreements:

 Each
of the Directors will be paid $30,000 annually for their service as directors, to be paid $7,500 each calendar quarter, with the amount
for any partial calendar quarter being appropriately prorated. In addition, the Company agreed that, on October 1, 2021, the Company
will issue to each Director an option to acquire up to 67,500 shares of the common stock at an exercise price of $1.33 per share, which
options will vest ratably over 36 months subject to the applicable Director continuing to serve as a director of the Company during such
period. The option grants were made pursuant to an Option Award Agreement as attached to each of their respective agreements.

 In
addition, the applicable agreements provide that the Directors will be compensated as follows in connection with their service on Committees
of the Board.

 Ms.
 Brady: For as long as Ms. Brady serves as a member of the Compensation Committee, Ms. Brady will be paid $5,000 annually to be paid
 $1,250 each calendar quarter, with the amount for any partial calendar quarter being appropriately prorated.

 For
 as long as Ms. Brady serves as a member of the Audit Committee, Ms. Brady will be paid $5,000 annually to be paid $1,250 each calendar
 quarter, with the amount for any partial calendar quarter being appropriately prorated.

 Mr.
 Weis:

 For
 as long as Mr. Weis serves as Chairman of the Audit Committee, Mr. Weis will be paid $10,000 annually to be paid $2,500 each calendar
 quarter, with the amount for any partial calendar quarter being appropriately prorated.

 For
 as long as Mr. Weis serves as a member of the Nominating Committee, Mr. Weis will be paid $4,000 annually to be paid $1,000 each
 calendar quarter, with the amount for any partial calendar quarter being appropriately prorated.

 Ms.
 Kampf:

 For
 as long as Ms. Kampf serves as a member of the Compensation Committee, Ms. Kampf will be paid $5,000 annually to be paid $1,250 each
 calendar quarter, with the amount for any partial calendar quarter being appropriately prorated.

 For
 as long as Ms. Kampf serves as Chairman of the Nominating Committee, Ms. Kampf will be $7,500 annually to be paid $1,875 each calendar
 quarter, with the amount for any partial calendar quarter being appropriately prorated.

 Mr.
 Hemmerly:

 For
 as long as Mr. Hemmerly serves as a member of the Audit Committee, Mr. Hemmerly will be paid $5,000 annually to be paid $1,250 each
 calendar quarter, with the amount for any partial calendar quarter being appropriately prorated.

 For
 as long as Mr. Hemmerly serves as Chairman of the Compensation Committee, Mr. Hemmerly will be $10,000 annually to be paid $2,500
 each calendar quarter, with the amount for any partial calendar quarter being appropriately prorated.

 For
 as long as Mr. Hemmerly serves as a member of the Nominating Committee, Mr. Hemmerly will be paid $4,000 annually to be paid $1,000
 each calendar quarter, with the amount for any partial calendar quarter being appropriately prorated.

 Each
of the agreements contains customary confidentiality provisions, and customary provisions relating to intellectual property created by
the executive (i.e., a "work-made-for-hire" provision. Each of the agreements is governed by Delaware law and contains customary
representations and warranties and other miscellaneous provisions.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth information regarding the beneficial ownership of our common stock as of March 12, 2025 by:

 each
 person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

 each
 of our executive officers and directors that beneficially owns shares of our common stock; and

 all
 our executive officers and directors as a group.

 In
the table below, percentage ownership is based on 33,103,860 shares of our common stock issued and outstanding as of March 12, 2025.
Unless otherwise noted below, the address for each beneficial owner listed on the table is c/o Jupiter Neurosciences, Inc., 1001 North
US Hwy 1, Suite 504, Jupiter, FL 33477. We have determined beneficial ownership in accordance with the rules of the SEC. We believe,
based on the information furnished to us, that the persons and entities named in the tables below have sole voting and investment power
with respect to all shares of common stock that they beneficially own, subject to applicable community property laws.

 Name and Address of Beneficial Owner

 Amount and
 Nature of
 Shares Beneficial Ownership (1)

 Percentage of Class

 Executive Officers and Directors:

 Christer Ros n

 12,571,758

 (2)

 38.0
 %

 Marshall Hayward, Ph. D

 3,625,382

 (3)

 11.0

 Saleem Elmasri

 666,420

 (4)

 2.0

 Alison D. Silva

 870,871

 (5)

 2.6

 Alexander Ros n

 1,624,546

 (6)

 4.9

 Nicholas H. Hemmerly

 193,737

 (7)

 *

 Julie Kampf

 176,993

 (8)

 *

 Allison W. Brady

 192,409

 (9)

 *

 Holger Weis

 191,636

 (10)

 *

 All executive officers and directors as a group (9 persons)

 20,113,752

 (11)

 60.8
 %

 Other 5% Stockholders:

 Claes Wahlestedt, M.D., Ph. D.

 3,318,583

 (12)

 10.0

 Shaun Brothers

 2,025,553

 (13)

 6.1

 *

 less
 than 1%.

 (1)

 The
 percentages in the table have been calculated based on 33,103,860 shares of our common stock outstanding on March 12, 2025. To
 calculate a stockholder's percentage of beneficial ownership, we include in the numerator and denominator the common stock
 outstanding and all shares of our common stock issuable to that person in the event of the exercise of outstanding options and other
 derivative securities owned by that person which are exercisable within 60 days of March 12, 2025. Common stock options and
 derivative securities held by other stockholders are disregarded in this calculation. Therefore, the denominator used in calculating
 beneficial ownership among our stockholders may differ. Unless we have indicated otherwise, each person named in the table has sole
 voting power and sole investment power for the shares listed opposite such person's name.

 (2)

 2,003,678 shares of common stock that may be acquired within 60 days of March 28, 2025 upon exercise of vested options.

 (3)

 1,245,098 shares of common stock that may be acquired within 60 days of March 28, 2025 upon exercise of vested options.

 (4)

 666,420 shares of common stock that may be acquired within 60 days of March 28, 2025 upon exercise of vested options.

 (5)

 870,871 shares of common stock that may be acquired within 60 days of March 28, 2025 upon exercise of vested options.

 (6)

 Includes 1,171,688 shares of common stock that may be acquired within 60
days of March 28, 2025 upon exercise of vested options.

 (7)

 193,737 shares of common stock that may be acquired within 60 days of March 28, 2025 upon exercise of vested options.

 (8)

 176,993 shares of common stock that may be acquired within 60 days of March 28, 2025 upon exercise of vested options.

 (9)

 170,659 shares of common stock that may be acquired within 60 days of March 28, 2025 upon exercise of vested options.

 (10)

 180,855 shares of common stock that may be acquired within 60 days of March 28, 2025 upon exercise of vested options.

 (11)

 Represents shares of common stock beneficially owned by Christer Ros n,
Marshall Hayward, Ph. D., Saleem Elmasri, Alison D. Silva, Alexander Ros n, Nicholas H. Hemmerly, Julie Kampf, Allison W. Brady,
and Holger Weis, as shown in the table above and in the footnotes to such table.

 (12)

 514,609 shares of common stock that may be acquired within 60 days of March 12, 2025 upon exercise of vested options.

 (13)

 326,319 shares of common stock that may be acquired within 60 days of March 12, 2025 upon exercise of vested options.

 Securities
Authorized for Issuance under Equity Compensation Plans

 The
following table provides information as of December 31, 2024, regarding our compensation plans under which equity securities are authorized
for issuance:

 Plan category

 Number of
 securities to
 be issued upon
 exercise of
 outstanding options,
 warrants and rights

 Weighted-average
 exercise price of
 outstanding options,
 warrants and rights

 Number of securities
 remaining available
 for future issuance
 under equity
 compensation
 plans (excluding
 securities reflected
 in column (a))

 (a)

 (b)

 (c)

 Equity compensation plans approved by security holders

 8,311,224

 $

 0.94

 5,849,061

 Equity compensation plans not approved by security holders

 5,308,303

 1.20

 Total

 13,619,527

 $

 1.04

 5,849,061

 The
Company's stockholders approved the 2016 Equity Incentive Plan ("2016 Plan") on January 4, 2016. Under the 2016 Plan,
as modified, 8,437,500 shares of common stock are authorized for issuance to employees, officers, directors, consultants. The 2016 Plan
authorizes the grant of nonqualified stock options and incentive stock options, restricted stock awards, restricted stock units, stock
appreciation rights, under the 2016 Plan. The Company does not intend to make any additional grants under the 2016 Plan.

 The
Board of Directors and stockholders of the Company approved the 2021 Equity Incentive Plan (the "2021 Plan") on September
17, 2021. Under the 2021 Plan, 1,125,000 shares of common stock were initially authorized for issuance to employees, directors and independent
contractors (except those performing services in connection with the offer or sale of the Company's securities in a capital raising
transaction, or promoting or maintaining a market for the Company's securities) of the Company or its subsidiaries. The 2021 Plan
authorizes equity-based and cash-based incentives for participants. On July 22, 2022, the Board of Directors increased the shares authorized
for issuance pursuant to the 2021 Plan to 1,710,000. The Company does not intend to make any grants under the 2021 Plan.

 The
Board of Directors and stockholders of the Company approved the 2023 Plan on October 4, 2023. Under the 2023 Plan, 4,012,785 shares of
common stock were authorized for issuance to employees, directors and independent contractors (except those performing services in connection
with the offer or sale of the Company's securities in a capital raising transaction, or promoting or maintaining a market for the
Company's securities) of the Company or its subsidiaries. As of March 28, 2025, there were 2,139,240 shares available for
issuance under the 2023 Plan.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Policies
and Procedures for Related Party Transactions

 Under
Item 404 of SEC Regulation S-K, a related person transaction is any actual or proposed transaction, arrangement or relationship or series
of similar transactions, arrangements or relationships, including those involving indebtedness not in the ordinary course of business,
to which we or our subsidiaries were or are a party, or in which we or our subsidiaries were or are a participant, in which the amount
involved exceeded or exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal
years and in which any of our directors, nominees for director, executive officers, beneficial owners of more than 5% of any class of
our voting securities, or any member of the immediate family of any of the foregoing persons, had or will have a direct or indirect material
interest.

 We
recognize that transactions between us and any of our directors or executives or with a third party in which one of our officers, directors
or significant shareholders has an interest can present potential or actual conflicts of interest and create the appearance that our
decisions are based on considerations other than the best interests of our Company and stockholders.

 The
Audit Committee of the Board of Directors is charged with responsibility for reviewing, approving and overseeing any transaction between
the Company and any related person (as defined in Item 404 of Regulation S-K), including the propriety and ethical implications of any
such transactions, as reported or disclosed to the Audit Committee by the independent auditors, employees, officers, members of the Board
of Directors or otherwise, and to determine whether the terms of the transaction are not less favorable to us than could be obtained
from an unaffiliated party

 From
time to time, we engage in transactions with related parties. The following is a summary of the related party transactions for the fiscal
years ended December 31, 2024 and 2023 requiring disclosure pursuant to Item 404 of Regulation S-K.

 Notes
Payable, related party

 The
Company's Chief Executive Officer (CEO) has loaned the Company working capital since inception. The balance of the loans to the
CEO as of December 31, 2024 and 2023 was $146,432 and $358,479, respectively. The loan is due on demand and accrues interest at 3% per
year. Accrued interest relating to the loan was $1,064 and $11,308 as of December 31, 2024 and 2023, respectively, and is included in
accrued interest on the accompanying balance sheets. The Company repaid a total of $100,000 during the year ended December 31, 2024,
$83,880 in principal and $16,120 in accrued interest.

the year ended December 31, 2023, an employee loaned the Company $25,000. The balance of the loan as of December 31, 2024 and 2023, was
$0 and $25,000, respectively. The loan is due on demand and accrues interest at 3% per year. Accrued interest related to the loan was
$0 and $723 as of December 31, 2024 and 2023, respectively, and is included in accrued interest on the accompanying balance sheet. The
Company repaid a total of $26,422 during the year ended December 31, 2024, $25,000 in principal and $1,421 in accrued interest.

 On
April 29, 2024, the Company, the Holder of the Note II and the CEO entered into an amendment in which the CEO agrees to exchange 685,869
shares issued to the Holder in exchange for his related party notes that accrued interest at 3% that are due from the Company in an aggregate
principal amount of $266,667 and the Holder agreed to forfeit all rights to all additional future shares from the Company that would
of become due upon a qualified offering and the conversion feature of the note. In addition, the Holder agreed to extend the note maturity
date to August 11, 2024. The note shall be designated as a 10% original issue discount secured note ("Senior Secured Note")
moving forward. The note and interest will become due and payable upon the earliest of the maturity date or upon the occurrence of a
qualified event.

 Other
Related Party Transactions

compensation includes partially accrued salaries to executives since inception. Since inception, executive salaries have been paid in
cash when the Company's cash flow has permitted such payment. During 2020, the Company began paying salaries at 50% of the respective
employment agreements. As of September 2021, the Company began paying full salaries. During the first quarter of 2022, the Company returned
to paying partial salaries in an effort to conserve cash outflows in an effort to conserve cash outflows.

 On
September 29, 2023, various employees and board members agreed to forgive accrued compensation in the amount of $4,189,626. In exchange
of the forgiveness the Company issued an aggregate of 2,353,661 stock options with an exercise price of $1.33 and an aggregate of 1,399,834
restricted stock units with a grant date value of $1.33 in exchange for the aggregate forgiveness of compensation in the amount of $4,189,626.
Additionally, the Company agreed to a bonus of $513,013 for the employees and a bonus of $70,200 to the board members, to be paid upon
the occurrence of a successful IPO in exchange for the forgiveness of the afore-mentioned accrued compensation.

 On
December 18, 2023, various employees and board members agreed to amend the accrued compensation debt forgiveness dated September 29,
2023. Pursuant to the amendment the cash bonuses of $513,013 for the employees and a bonus of $70,200 to the board members agreed to
on September 29, 2023, were forgiven, and no cash will be paid upon a successful IPO. In addition, the options issued in connection with
the forgiveness dated September 29, 2023, have been amended to vest fully on the effective date of the new amendment. In addition, the
restricted stock unit issued in connection with the forgiveness dated September 29, 2023, were terminated and replaced with 1,399,834
restricted stock units that vest upon the earlier occurrence of the initial public offering or a change of control of the Company. In
exchange for the forgiveness of the accrued bonuses the Company issued an aggregate of 289,294 stock options with an exercise price of
$1.33 and an aggregate of 218,703 restricted stock units with a grant date value of $1.33 in exchange for the aggregate forgiveness of
compensation in the amount of $583,213.

 On
March 15, 2024, a former executive agreed to forgive $100,000 of accrued compensation in exchange for 49,605 options to purchase common
stock and 7,500 restricted stock units, The options to purchase common stock have a strike price of $1.33. The option had a grant date
fair value of $50,000. The Company recorded a gain on the forgiveness of accrued compensation in the amount of $40,000.

 As
of December 31, 2024 and 2023, $64,105 and $67,750, respectively, was due to a Company wholly owned by the Company's
Chief Financial Officer, who also is an option holder. The amount is included in accrued compensation on the Company's balance
sheets.

Independence

 Our
common stock is listed on the Nasdaq Capital Market. Under applicable rules of the Nasdaq Capital Market, a director will only qualify
as an "independent director" if, in the opinion of the listed company's board of directors, that person does not have
a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In
order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than
in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or
indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an
affiliated person of the listed company or any of its subsidiaries.

 The
Company's Board of Directors has affirmatively determined that currently three of its seven directors (Christer Ros n, Marshall
Hayward, Ph. D., and Alison D. Silva) are non-independent directors of the Company and four of its seven directors (Nicholas H. Hemmerly,
Julie Kampf, Allison W. Brady, and Holger Weis) are independent directors of the Company as defined in the Nasdaq standards. Therefore,
a majority of the members of our Board of Directors are independent.

 ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 Our
Audit Committee has appointed Assurance Dimensions to serve as the Company's independent registered accounting firm. The following
is a summary of fees paid or to be paid to Assurance Dimensions for the fiscal years ended December 31, 2024 and 2023.

 Year
 Ended December 31,

 2024

 2023

 Audit
 Fees

 $
 84,000

 $
 70,000

 Audit-Related
 Fees

 14,300

 5,500

 Tax Fees

 -

 -

 All Other
 Fees

 -

 -

 Total

 $
 98,300

 $
 75,500

 Audit
Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and
services that are normally provided by our independent registered public accounting firm in connection with regulatory filings. The above
amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings.

 Audit-Related
Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance
of the audit or review of our financial statements and are not reported under "Audit Fees." These services include attest
services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

 Tax
Fees. Tax fees consist of fees billed for tax planning services and tax advice. The board of directors must specifically approve
all other tax services.

 All
Other Fees. Other services are services provided by the independent registered public accounting firm that do not fall within the
established audit, audit-related, and tax services categories. The board of directors preapproves specified other services that do not
fall within any of the specified prohibited categories of services.

 Pre-Approval
Policy

 Since
formation of our Audit Committee, all of the foregoing services were pre-approved by our Audit Committee. Our Audit Committee will pre-approve
all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject
to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the Audit Committee prior to
the completion of the audit).

 PART
IV

 ITEM
15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 (a)

 The
 following documents are filed as part of this Annual Report on Form 10-K:

 (1)

 Financial
 Statements

 Report
 of Independent Registered Public Accounting Firm Assurance Dimensions, LLC PCAOB ID: 5036

 Balance Sheets as of December 31, 2024 and 2023

 Statements of Operations for the Years Ended December 31, 2024 and 2023

 Statements of Changes in Stockholders' Equity (Deficit) for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

 Notes to Financial Statements

 (2)

 Financial
 Statements Schedules

 All
 financial statements schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the
 required information is presented in the financial statements and notes thereto beginning on page F-1 of this Annual Report on Form
 10-K.

 (3)

 Exhibits

 We
 hereby file as part of this Annual Report on Form 10-K the exhibits listed in the Exhibit Index below. Exhibits which are incorporated
 herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room
 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street,
 N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.

 EXHIBIT

 Exhibit

 No.

 Exhibit

 3.1

 Certificate of Incorporation of the Company dated December 30, 2015 (filed as Exhibit 3.1 to the Company's Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

 3.2

 Certificate of Validation of the Company dated July 9, 2021 (including Certificate of Amendment to Certificate of Incorporation of the Company) (filed as Exhibit 3.2 to the Company's Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

 3.3

 Certificate of Amendment to Certificate of Incorporation of the Company dated August 30, 2021 (filed as Exhibit 3.3 to the Company's Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

 3.4

 Certificate of Amendment to Certificate of Incorporation of the Company dated November 19, 2021 (filed as Exhibit 3.4 to the Company's Registration Statement on Form S-1/A filed with the SEC on December 17, 2021)

 3.5

 Certificate of Amendment to Certificate of Incorporation of the Company dated January 25, 2022 (filed as Exhibit 3.5 to the Company's Registration Statement on Form S-1/A filed with the SEC on January 26, 2022)

 3.6

 Certificate of Amendment to Certificate of Incorporation of the Company dated June 14, 2024 (filed as Exhibit 3.6 to the Company's Registration Statement on Form S-1/A filed with the SEC on July 12, 2024)

 3.7

 Amended and Restated Bylaws (filed as Exhibit 3.4 to the Company's Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

 4.1*

 Description of Capital Stock.

 10.1

 Jupiter Orphan Therapeutics, Inc. 2021 Equity Incentive Plan (filed as Exhibit 10.1 to the Company's Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

 10.2

 Employment Agreement, dated as of September 1, 2021, between the Company and Christer Ros n (filed as Exhibit 10.2 to the Company's Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

 10.3

 Amendment No. 1 to Executive Employment Agreement, dated as of September 29, 2021, between the Company and Christer Ros n (filed as Exhibit 10.3 to the Company's Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

 10.4

 Employment Agreement, dated as of September 1, 2021, between the Company and Marshall Hayward, Ph. D. (filed as Exhibit 10.4 to the Company's Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

 10.5

 Amendment No. 1 to Executive Employment Agreement, dated as of September 29, 2021, between the Company and Marshall Hayward, Ph. D. (filed as Exhibit 10.5 to the Company's Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

 10.6

 Employment Agreement, dated as of June 6, 2021, between the Company and Alexander Ros n (filed as Exhibit 10.6 to the Company's Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

 10.7

 Amendment No. 1 to Executive Employment Agreement, dated as of September 29, 2021, between the Company and Alexander Ros n (filed as Exhibit 10.7 to the Company's Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

 10.8

 Employment Agreement, dated as of September 1, 2021, between the Company and Alison Silva (filed as Exhibit 10.8 to the Company's Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

 10.9

 Amendment No. 1 to Executive Employment Agreement, dated as of September 29, 2021, between the Company and Alison D. Silva (filed as Exhibit 10.9 to the Company's Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

 10.10

 Employment Agreement, dated as of June 1, 2021, between the Company and Dana Eschenburg Perez (filed as Exhibit 10.10 to the Company's Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

 10.11

 Amendment No. 1 to Executive Employment Agreement, dated as of September 29, 2021, between the Company and Dana Eschenburg Perez (filed as Exhibit 10.11 to the Company's Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

 10.12

 Independent Director Agreement, dated as of September 8, 2021, between the Company and Nicholas H. Hemmerly (filed as Exhibit 10.12 to the Company's Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

 10.13

 Independent Director Agreement, dated as of September 8, 2021, between the Company and Julie Kampf (filed as Exhibit 10.13 to the Company's Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

 10.14

 Independent Director Agreement, dated as of September 8, 2021 between the Company and Allison W. Brady (filed as Exhibit 10.14 to the Company's Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

 10.15

 Independent Director Agreement, dated as of September 8, 2021, between the Company and Holger Weis (filed as Exhibit 10.16 to the Company's Registration Statement on Form S-1 filed with the SEC on October 12, 2021)

 10.16

 License Agreement with Aquanova AG (filed as Exhibit 10.16 to the Company's Registration Statement on Form S-1/A filed with the SEC on November 9, 2021)

 10.17

 Grant Agreement between Company and National Institute on Aging (filed as Exhibit 10.17 to the Company's Registration Statement on Form S-1/A filed with the SEC on November 9, 2021)

 10.18

 Agreement between Company and Murdoch Children's Research Institute (filed as Exhibit 10.18 to the Company's Registration Statement on Form S-1/A filed with the SEC on November 9, 2021)

 10.19

 Manufacturing Agreement between Company and Catalent (filed as Exhibit 10.19 to the Company's Registration Statement on Form S-1/A filed with the SEC on November 9, 2021)

 10.20

 Agreement between the Company and Syneos Health (filed as Exhibit 10.20 to the Company's Registration Statement on Form S-1/A filed with the SEC on November 9, 2021)

 10.21

 Material Transfer Agreement between the Company and University of Miami (filed as Exhibit 10.21 to the Company's Registration Statement on Form S-1/A filed with the SEC on November 9, 2021)

 10.22

 Services Agreement between the Company and Technical Resources International, Inc. (filed as Exhibit 10.22 to the Company's Registration Statement on Form S-1/A filed with the SEC on November 9, 2021)

 10.23

 Amendment to Services Agreement between the Company and Technical Resources International, Inc. (filed as Exhibit 10.23 to the Company's Registration Statement on Form S-1/A filed with the SEC on November 9, 2021)

 10.24

 Debt Forgiveness and Exchange Agreement, dated as of December 1, 2021, between the Company and Aquanova AG (filed as Exhibit 10.24 to the Company's Registration Statement on Form S-1/A filed with the SEC on December 17, 2021)

 10.25

 Securities Purchase Agreement, dated April 11, 2022, between the Company and Puritan Partners LLC (filed as Exhibit 10.25 to the Company's Registration Statement on Form S-1/A filed with the SEC on April 25, 2022)

 10.26

 Senior Secured Convertible Promissory Note, dated as of April 11, 2022, issued by the Company in favor of Puritan Partners LLC (filed as Exhibit 10.26 to the Company's Registration Statement on Form S-1/A filed with the SEC on April 25, 2022)

 10.27

 Security Agreement, dated April 11, 2022, between the Company and Puritan Partners LLC (filed as Exhibit 10.27 to the Company's Registration Statement on Form S-1/A filed with the SEC on April 25, 2022)

 10.28

 Intellectual Property Security Agreement, dated April 11, 2022, between the Company and Puritan Partners LLC (filed as Exhibit 10.28 to the Company's Registration Statement on Form S-1/A filed with the SEC on April 25, 2022)

 10.29

 Research Agreement, dated July 1, 2022, between the Company and University of Miami (filed as Exhibit 10.30 to the Company's Registration Statement on Form S-1/A filed with the SEC on August 26, 2022)

 10.30

 Amendment to the Securities Purchase Agreement, dated as of October 10, 2022, between the Company and Puritan Partners LLC (filed as Exhibit 10.31 to the Company's Registration Statement on Form S-1/A filed with the SEC on December 2, 2022)

 10.31

 Second Amendment to the Securities Purchase Agreement, dated as of November 10, 2022, between the Company and Puritan Partners LLC (filed as Exhibit 10.32 to the Company's Registration Statement on Form S-1/A filed with the SEC on December 2, 2022)

 10.32

 Master Services Agreement, dated as of December 27, 2022, between the Company and Titan Advisory Services (filed as Exhibit 10.33 to the Company's Registration Statement on Form S-1/A filed with the SEC on January 6, 2023)

 10.33

 Peer Review Summary Statement of FA Grant Application (filed as Exhibit 10.34 to the Company's Registration Statement on Form S-1/A filed with the SEC on January 6, 2023)

 10.34

 Third Amendment to the Securities Purchase Agreement, dated as of January 13, 2013, between the Company and Puritan Partners LLC (filed as Exhibit 10.35 to the Company's Registration Statement on Form S-1/A filed with the SEC on January 17, 2023)

 10.35

 CRO Services Agreement, dated June 3, 2024, between the Company and Optimize Wellness Limited (filed as Exhibit 10.35 to the Company's Registration Statement on Form S-1/A filed with the SEC on July 12, 2024)

 10.36

 Regulatory Services Agreement, dated June 3, 2024, between the Company and Regis Healthcare Group Limited (filed as Exhibit 10.36 to the Company's Registration Statement on Form S-1/A filed with the SEC on July 12, 2024)

 10.37

 Product Services Agreement, dated June 3, 2024, between the Company and Longevity Technology Group Limited (filed as Exhibit 10.37 to the Company's Registration Statement on Form S-1/A filed with the SEC on July 12, 2024)

 10.38

 Scientific Review of Alzheimer's Phase II Trial Grant Application (filed as Exhibit 10.38 to the Company's Registration Statement on Form S-1/A filed with the SEC on July 12, 2024)

 10.39

 Form of Strategic Services Agreement between the Company and Dominant Treasure Health Company Limited (filed as Exhibit 10.39 to the Company's Registration Statement on Form S-1/A filed with the SEC on July 12, 2024)

 10.40

 Jupiter Neurosciences, Inc. 2023 Equity Incentive Plan (filed as Exhibit 10.40 to the Company's Registration Statement on Form S-1/A filed with the SEC on July 12, 2024)

 10.41

 Tenth Amendment, dated as of November 15, 2024, between Puritan Partners LLC and the Company (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on November 19, 2024)

 10.42

 Underwriting Agreement, dated as of December 2, 2024, between the Company and the certain underwriter set forth in the signature page thereto (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on December 4, 2024)

 10.43

 Strategic Services Agreement, dated December 15, 2024, by and between the Company and Dominant Treasure Health Company Limited (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on December 19, 2024)

 10.44

 Scope of Work, dated December 17, 2024, by and between Jupiter Neurosciences, Inc. and Titan Advisory Services LLC (incorporated by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on December 20, 2024)

 14.1*

 Code of Ethics and Business Conduct.

 19.1*

 Policy on Insider Trading.

 24.1*

 Power of Attorney (included on the signature page)

 31.1*

 Rule 13a-14(a) Certification of Principal Executive Officer

 31.2*

 Rule 13a-14(a) Certification of Principal Financial Officer

 32.1* *

 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of Principal Executive Officer and Principal Financial Officer

 97.1*

 Compensation Recovery Policy.

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 Cover

 *
Filed herewith.

 **
Furnished herewith.

Management contracts, compensation plans and arrangements.

 Item
16. Form 10-K Summary

 Not

to Financial Statements

 Report
 of Independent Registered Public Accounting Firm Assurance Dimensions, LLC PCAOB ID: 5036

 Balance Sheets as of December 31, 2024 and 2023

 Statements of Operations for the Years Ended December 31, 2024 and 2023

 Statements
 of Changes in Stockholders' Equity (Deficit) for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

 Notes to Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Stockholders and Board of Directors of

 Jupiter
Neurosciences, Inc

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheets of Jupiter Neurosciences, Inc, (the Company) as of December 31, 2024 and 2023, and the related
statements of operations, stockholders' equity (deficit), cash flows for each of the years in the two-year period ended December
31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations
and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally
accepted in the United States of America.

 Explanatory
Paragraph – Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
2 to the financial statements, the Company had a net loss of approximately $2,440,000 and cash used in operating activities of approximately
$3,911,000 for the year ended December 31, 2024 as well as an accumulated deficit of approximately $26,022,000 as of December 31, 2024.
These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard
to these matters are described in Note 2. The financial statements do not include any adjustments that might result from the outcome
of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

 We
did not identify any critical audit matters that need to be communicated.

 We
 have served as the Company's auditor since 2021

 Coral
 Springs, Florida

 ASSURANCE
DIMENSIONS, LLC

 also
d/b/a McNAMARA and ASSOCIATES, LLC

 TAMPA
BAY: 4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053

 JACKSONVILLE:
7800 Belfort Parkway, Suite 290 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053

 ORLANDO:
1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053

 SOUTH
FLORIDA: 3111 N. University Drive, Suite 621 | Coral Springs, FL 33065 | Office: 754.800.3400 | Fax: 813.443.5053

 www.assurancedimensions.com

 "Assurance
Dimensions" is the brand name under which Assurance Dimensions, LLC including its subsidiary entities McNamara and Associates,
LLC (referred together as "AD LLC") and AbitOs Advisors, LLC ("AbitOs Advisors"), provide professional services.
AD LLC and AbitOs Advisors practice as an alternative practice structure in accordance with the AICPA Code of Professional Conduct and
applicable laws, regulations, and professional standards. AD LLC is a licensed independent CPA firm that provides attest services to
its clients, and AbitOs Advisors provides tax and business consulting services to their clients. AbitOs Advisors, and its subsidiary
entities are not licensed CPA firms.

 F- 2

 BALANCE
SHEETS

 31,
 2024

 31,
 2023

 Assets

 Current
 Assets:

 Cash

 $
 3,769,510

 $
 28,478

 Prepaid contracts

 766,667

 -

 Prepaid
 and Other current assets

 114,086

 Total
 current assets

 4,650,263

 28,739

 Operating
 lease right of use asset, net

 69,642

 116,070

 Prepaid
 contract, less current portion

 1,478,721

 Other current assets

 3,783

 3,783

 Total
 assets

 $
 6,202,409

 $
 148,592

 Liabilities
 and Stockholders' Equity (Deficit)

 Current
 Liabilities:

 Accounts
 payable and accrued expenses

 $
 396,483

 $
 546,014

 compensation

 1,415,093

 1,562,041

 interest

 1,064

 88,000

 Current
 portion of operating lease liability

 50,082

 48,213

 notes payable, net of discount of $ 0

 -

 1,638,760

 Notes
 payable, related parties

 146,432

 383,479

 liability

 -

 1,505,398

 Total
 current liabilities

 2,009,154

 5,771,905

 notes payable, net of discount of $ 0 and $ 43,288

 -

 106,712

 Operating
 lease liability, net of current portion

 21,247

 Total
 liabilities

 2,030,401

 5,949,946

 Commitments
 and Contingencies (Note 8)

 -

 -

 Stockholders'
 Equity (Deficit):

 Series
 A preferred stock, par value $ 0.0001; 5,000,000 shares authorized, nil shares issued and outstanding

 -

 -

 stock, par value $ 0.0001; 125,000,000 shares authorized; 33,103,860 and 26,526,405 issued and outstanding

 3,310

 2,652

 Additional
 paid in capital

 30,190,827

 17,778,498

 Accumulated
 deficit

 ( 26,022,129
)

 ( 23,582,504
)

 Total
 stockholders' equity (deficit)

 4,172,008

 ( 5,801,354
)

 Total
 liabilities and stockholders' equity (deficit)

 $
 6,202,409

 $
 148,592

 The
accompanying notes are an integral part of these financial statements

 F- 3

 STATEMENTS
OF OPERATIONS

 31,
 2024

 31,
 2023

 For
 the Years Ended

 31,
 2024

 31,
 2023

 Expenses:

 and development

 492,660

 954,793

 General
 and administrative

 2,598,622

 2,915,978

 Total
 operating expenses

 3,091,282

 3,870,771

 Operating
 loss

 ( 3,091,282
)

 ( 3,870,771
)

 Other
 Income (Expenses):

 Interest
 income

 5,557

 (Loss)
 gain on change in fair value of derivative liability

 ( 53,257
)

 148,751

 Interest
 expense

 ( 248,366
)

 ( 218,705
)

 Gain
 (Loss) on extinguishment of debt

 857,723

 ( 887,946
)

 Other income

 90,000

 44,500

 Total
 other income (expenses), net

 651,657

 ( 912,918
)

 Net
 loss

 $
 ( 2,439,625
)

 $
 ( 4,783,689
)

 Net
 loss per common share:

 Basic

 $
 ( 0.08
)

 $
 ( 0.18
)

 Diluted

 $
 ( 0.08
)

 $
 ( 0.18
)

 Weighted
 average number of common stock outstanding:

 Basic

 28,783,045

 26,405,109

 Diluted

 28,783,045

 26,405,109

 The
accompanying notes are an integral part of these financial statements

 F- 4

 STATEMENTS
OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

 Amount

 in
 Capital

 Deficit

 Deficit

 Stock

 Additional
 Paid

 Accumulated

 Total Stockholders'

 Equity

 Amount

 in
 Capital

 Deficit

 (Deficit)

 31, 2023

 26,526,405

 $
 2,652

 $
 17,778,498

 $
 ( 23,582,504
)

 $
 ( 5,801,354
)

 Stock-based
 compensation

 -

 -

 1,840,908

 -

 1,840,908

 Issuance
 of restricted stock units for forgiveness of accrued salary

 -

 -

 -

 Issuance
 of stock options for forgiveness of accrued salary

 -

 -

 50,000

 -

 50,000

 stock issued for consulting agreements

 3,487,500

 ( 349
)

 -

 -

 Sale
 of common stock

 112,500

 149,989

 -

 150,000

 Stock
 issued in connection with automatic conversion of convertible notes

 227,447

 636,843

 -

 636,866

 Stock
 sold in offering, net of offering costs

 2,750,000

 9,724,938

 -

 9,725,213

 Reconciling
 shares due to forward stock split

 -

 -

 -

 -

 Net
 operating loss

 -

 -

 -

 ( 2,439,625
)

 ( 2,439,625
)

 31, 2024

 33,103,860

 $
 3,310

 $
 30,190,827

 $
 ( 26,022,129
)

 $
 4,172,008

 Stock

 Additional
 Paid

 Accumulated

 Total Stockholders'

 Equity

 Amount

 in
 Capital

 Deficit

 (Deficit)

 31, 2022

 26,371,519

 $
 2,637

 $
 11,652,094

 $
 ( 18,798,815
)

 $
 ( 7,144,084
)

 Balance

 26,371,519

 $
 2,637

 $
 11,652,094

 $
 ( 18,798,815
)

 $
 ( 7,144,084
)

 Stock-based
 compensation

 -

 -

 1,198,579

 -

 1,198,579

 Selling
 of common stock

 41,250

 54,996

 -

 55,000

 Stock
 issued for exercise of options in exchange for note payable, related party

 113,636

 99,989

 -

 100,000

 Issuance
 of restricted stock for forgiveness of accrued salaries and accrued bonuses

 -

 -

 2,158,050

 -

 2,158,050

 Issuance of stock options for forgiveness of accrued salaries and accrued
bonuses

 -

 -

 2,614,790

 -

 2,614,790

 Net
 operating loss

 -

 -

 -

 ( 4,783,689
)

 ( 4,783,689
)

 31, 2023

 26,526,405

 $
 2,652

 $
 17,778,498

 $
 ( 23,582,504
)

 $
 ( 5,801,354
)

 Balance

 26,526,405

 $
 2,652

 $
 17,778,498

 $
 ( 23,582,504
)

 $
 ( 5,801,354
)

 The
accompanying notes are an integral part of these financial statements

 F- 5

 STATEMENTS OF CASH FLOWS

 31,
 2024

 2023

 Cash
 Flows from Operating Activities:

 Net
 Loss

 $
 ( 2,439,625
)

 $
 ( 4,783,689
)

 Adjustments
 to reconcile net loss to net cash used in operating activities:

 Loss
 (Gain) on change in fair value of derivative liability

 53,257

 ( 148,751
)

 Amortization
 of debt discounts

 43,288

 16,712

 (Gain)
 Loss on extinguishment of debt

 ( 857,723
)

 887,946

 Gain
 on forgiveness of accrued compensation

 ( 40,000
)

 -

 Amortization of prepaid contracts

 54,612

 -

 Stock-based compensation

 1,840,908

 1,198,579

 in operating assets and liabilities:

 Decrease (increase) in prepaid contracts

 ( 2,300,000
)

 -

 Decrease
 (increase) in prepaid and other current assets

 ( 113,826
)

 4,971

 Increase
 (Decrease) in operating lease right of use asset

 ( 1,785
)

 Increase
 (Decrease) in accounts payable and accrued expenses

 ( 149,530
)

 164,881

 Increase
 (Decrease) in accrued compensation

 ( 46,948
)

 2,140,103

 Increase
 in accrued interest

 46,368

 38,270

 Net
 cash used in operating activities

 ( 3,911,004
)

 ( 480,953
)

 Cash
 Flows from Financing Activities:

 Proceeds
 from note payable, related parties

 138,500

 390,000

 Payment
 on notes payable, related parties

 ( 108,880
)

 -

 Payment
 on notes payable

 ( 2,102,797
)

 -

 Payment
 on convertible note payable

 ( 150,000
)

 -

 Proceeds
 from offering, net of offering costs

 9,725,213

 -

 Proceeds
 from sale of common stock

 150,000

 55,000

 Net
 cash provided by financing activities

 7,652,036

 445,000

 Net
 Change in Cash

 3,741,032

 ( 35,953
)

 Beginning
 of period

 28,478

 64,431

 End
 of period

 $
 3,769,510

 $
 28,478

 Supplemental
 disclosure of cash flow information:

 Cash
 paid for interest

 $
 147,776

 $
 28,128

 Cash
 paid for income taxes

 $
 -

 $
 -

 of Non-Cash Investing and Financing Activities:

 note issued as a settlement of a previously accrued liability

 $
 -

 $
 150,000

 stock issued for forgiveness of salary

 $

 $
 2,158,050

 Stock
 options issued for forgiveness of salary

 $
 50,000

 $
 2,614,790

 Note
 payable, related party assigned to Note payable

 $
 266,667

 $
 -

 Stock
 issued for exercise of options in exchange for note payable, related parties

 $
 -

 $
 100,000

 Discount
 on convertible note payable

 $
 -

 $
 60,000

 Stock issued for conversion of notes

 $
 636,866

 The
accompanying notes are an integral part of these financial statements

 F- 6

 NOTES

 Note
1 – Organization and Description of Business

 Jupiter
Neurosciences, Inc. (the "Company") is a clinical stage research and development pharmaceutical company located in Jupiter,
Florida. The Company incorporated in Delaware in January 2016. The Company has developed a unique resveratrol platform product primarily
targeting treatment of neuro-inflammation. The product candidate, called JOTROL, has many potential indications of use for rare diseases.
We are primarily targeting Mucopolysaccharidoses Type 1, Friedreich's Ataxia, and MELAS. In the larger disease areas, we are primarily
targeting Parkinson's Disease and Mild Cognitive Impairment/early Alzheimer's disease.

 On
August 30, 2021, the Company filed a Certificate of Amendment to the Certificate of Incorporation with the State of Delaware to change
its name from Jupiter Orphan Therapeutics, Inc. to Jupiter Neurosciences, Inc.

has the potential to deliver a therapeutically effective dose of resveratrol in the blood stream, using a unique patented micellar formulation,
without causing gastrointestinal side effects. We expect JOTROL, based on the results of our Phase I study, will resolve the major obstacle
of resveratrol's poor bioavailability, which has been documented in various scientific articles describing previously conducted
human trials with resveratrol as well as preclinical trial results in mice and rats.

 The
Company's activities and operations include a project funded by the U.S. National Institute on Aging, an institute of the U.S.
National Institutes of Health ("NIH"): Safety and Pharmacokinetics of JOTROL for Alzheimer's Disease, Federal Award
Identification Number R44AG067907-01A1 (the "Award"). The project encompassed a Phase 1 dose finding pharmacokinetics ("PK")
study which was completed before December 31, 2021. The award end date was May 31, 2022. This Phase 1 PK study will be homogeneous for
all indications where JOTROL will be used in Phase II and Phase III clinical trials.

 On
January 9, 2020, the Company effected a three-for-one (3:1) forward stock split whereby the Company (i) increased the number of authorized
shares of common stock, $ 0.0001 par value per share, to 25,000,000 from 5,000,000 and (ii) increased by a ratio of three-for-one (3:1)
the number of retroactively issued and outstanding shares of common stock. Proportional adjustments for the forward stock split were
made to the Company's outstanding stock options, warrants and equity incentive plans.

 On
November 11, 2021, the Company increased the number of authorized shares of common stock, $ 0.0001 par value per share, to 45,000,000
from 25,000,000.

 On
January 25, 2022, the Company effected a one-for-two (1:2) reverse stock split whereby the Company (i) decreased the number of issued
and outstanding shares of common stock, $ 0.0001 per share, from 13,076,608 to 6,538,304 and (ii) decreased by a ratio of one-for two
(1:2) the number of retroactively issued and outstanding shares of common stock. Proportional adjustments for the reverse stock split
were made to the Company's outstanding stock options, warrants and equity incentive plans. All share and per-share data and amounts
have been retroactively adjusted as of the earliest period presented in the financial statements to reflect the reverse stock split.

 On
June 14, 2024, the Company increased the number of authorized shares of common stock, $ 0.0001 par value per share, to 125,000,000 from
 45,000,000.

 On
June 14, 2024, the Company effected a fifteen-for-four (15:4) forward stock split whereby the Company (i) increased the number of issued
and outstanding shares of common stock, $ 0.0001 par value per share, from 8,033,706 to 30,126,413 and (ii) increased by a ratio of fifteen-for-four
(15:4) the number of retroactively issued and outstanding shares of common stock. Proportional adjustments for the forward stock split
were made to the Company's outstanding stock options, warrants and equity incentive plans. All share and per-share data and amounts
have been retroactively adjusted as of the earliest period presented in the financial statements to reflect the forward stock split.

 F- 7

 NOTES

 Note
2 – Significant Accounting Policies

 Basis
of presentation and Going Concern

 The
financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States
of America ("U.S. GAAP"). U.S GAAP contemplates continuation of the Company as a going concern. For the year ended December
31, 2024 and 2023, the Company had no revenues from product sales and incurred a net loss of $ 2,439,625 and $ 4,783,689, respectively.
Net cash used in operations for the years ended December 31, 2024 and 2023 was $ 3,911,004 and $ 480,953, respectively. As of December
31, 2024, the Company had a working capital surplus and accumulated deficit of $ 2,641,110 and $ 26,022,129, respectively.

 The
Company plans to finance future operations with proceeds from equity securities, grant awards and strategic collaborations. However,
there is no assurance the Company will be successful. It is the management's opinion that these conditions raise substantial doubt
about the Company's ability to continue as a going concern for a period of at least twelve months from the date of this report.

 Basis of Presentation

 The financial statements of the Company have been
prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP").

 Business Segment

 The Company uses the "management approach"
to identify its reportable segments. The management approach requires companies to report segment financial information consistent with
information used by management for making operating decisions and assessing performance as the basis for identifying the Company's reportable
segments. The Company has identified one single reportable operating segment. The Company manages its business on the basis of one operating
and reportable segment and derives revenues from selling its product and related services.

 Use of Estimates

 Preparing financial statements in conformity with
U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure
of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual
results could differ from those estimates, and those estimates may be material.

 Changes in estimates are recorded in the period in
which they become known. The Company bases its estimates on historical experience and other assumptions, which include both quantitative
and qualitative assessments that it believes to be reasonable under the circumstances.

 Significant estimates during the years ended December 31, 2024 and
2023, respectively, include valuation of stock-based compensation, uncertain tax positions, and the valuation allowance on deferred
tax assets.

 Cash

 The
Company considers all highly liquid investments that have maturities of three months or less when acquired to be cash equivalents.
As of December 31, 2024 and 2023, the Company invested a portion of cash balances in a high yield savings account, which are
included as cash equivalents on the balance sheets. As of December 31, 2024 and 2023, the cash balances exceed the FDIC
limit of $ 250,000
by $ 3,519,510 and
$ 0,
respectively.

 Prepaid Contracts

 Prepaid contracts generally represent service agreements
which the Company would receive services over a period of time and are expensed as the services are received. The Company's prepaid contracts are related to service agreements that span over three years, therefore the expense will be recognized over the three year term.

 Prepaid
Expenses and Other Current Assets

 Prepaid
expenses and other current assets generally represent payments made for goods or services to be received within one year and are expensed
as the related benefit is received.

and Development

and development costs are expensed as incurred. Costs for certain development activities, such as clinical trials, are recognized based
on an evaluation of the progress to completion of specific tasks using data such as subject enrollment, monitoring visits, clinical site
activations, or information provided to us by our vendors with respect to their actual costs incurred. Payments for these activities
are based on the terms of the individual arrangements, which may differ from the pattern of costs incurred, and are reflected in the
financial statements as prepaid or accrued research and development expense, as the case may be. Total research and development costs
for the years ended December 31, 2024, and 2023 were $ 492,660 and $ 954,793, respectively.

 F- 8

 NOTES

 Note
2 – Significant Accounting Policies, continued

 Income
Taxes

 The
Company recognizes deferred tax assets and liabilities for temporary differences between the financial reporting basis and the tax basis
of our assets and liabilities and the expected benefits of net operating loss carryforwards. The impact of changes in tax rates and laws
on deferred taxes, if any, applied during the years in which temporary differences are expected to be settled, is reflected in the financial
statements in the period of enactment. The measurement of deferred tax assets is reduced, if necessary, if, based on weight of the evidence,
it is more likely than not that some, or all, of the deferred tax assets will not be realized. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. As of December 31, 2024 and 2023, the Company concluded that a full valuation allowance is necessary for the net deferred tax assets. The Company had
no material amounts recorded for uncertain tax positions, interest or penalties in the accompanying financial statements. The Company
is subject to taxation in the U.S. Our tax years for 2021 and forward are subject to examination by tax authorities. The Company is not
currently under examination by any tax authority.

 Loss
Per Share of Common Stock

 Basic
loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common
stock outstanding during each period. Diluted loss per share includes the effect, if any, from the potential exercise or conversion of
securities, such as convertible preferred stock, convertible notes payable, warrants, stock options, and unvested restricted stock, which
would result in the issuance of incremental shares of common stock, as calculated using the treasury method. In computing the basic and
diluted net loss per share applicable to common stockholders, the weighted average number of shares remains the same for both calculations
due to the fact that when a net loss exists, dilutive shares are not included in the calculation.

 As
of December 31, 2024, there were 1,359,375 warrants outstanding, 1,626,037 restricted stock units and 10,633,988 stock options. These
securities are considered dilutive securities which were excluded from the computation since the effect is anti-dilutive.

 As
of December 31, 2023, there were 1,359,375 warrants outstanding, 1,618,537 restricted stock units, and 10,336,882 stock options and 14
convertible notes payable, which are convertible into restricted fully-paid and non-assessable shares of the Company's common stock
or units of common stock and warrants to purchase common stock, if units are offered in the Initial Public Offering equal to the indebtedness
divided by 70 % of the offering price paid per share of at which the IPO is made. These securities are considered dilutive securities
which were excluded from the computation since the effect is anti-dilutive.

 Stock-Based

 The
Company accounts for stock-based compensation in accordance with the provisions of Accounting Standards Codification ("ASC")
Topic 718, Compensation—Stock Compensation, or ASC 718, which requires the recognition of expense related to the fair value of
stock-based awards in the statements of operations. For stock options issued to employees, non-employees and members of our board of
directors, the Company estimates the grant-date fair value of options using the Black-Scholes option pricing model. The use of the Black-Scholes
option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility
of the common stock consistent with the expected life of the option, risk-free interest rates, and, for grants prior to our initial public
offering, the value of the common stock. For awards subject to time-based vesting, the Company recognized stock-based compensation expense,
on a straight-line basis over the requisite service period, which is generally the vesting term of the award.

 F- 9

 NOTES

 Note
2 – Significant Accounting Policies, continued

Trial Expenses

 As
part of the process of preparing our financial statements, the Company is required to estimate expenses resulting from obligations under
contracts with vendors, clinical research organizations and consultants and under clinical site agreements in connection with conducting
clinical trials. The financial terms of these contracts are subject to negotiations, which vary from contract to contract and may result
in payment flows that do not match the periods over which materials or services are provided under such contracts. The Company's
objective is to reflect the appropriate trial expenses in the financial statements by matching those expenses with the period in which
services are performed and efforts are expended. The Company accounts for these expenses according to the progress of the trial as measured
by patient progression and the timing of various aspects of the trial. The Company determines accrual estimates based on estimates of
services received and efforts expended that take into account discussion with applicable personnel and outside service providers as to
the progress or state of consummation of trials. During the course of a clinical trial, the Company adjusts the clinical expense recognition
if actual results differ from its estimates. The Company makes estimates of the accrued expenses as of each balance sheet date based
on the facts and circumstances known at that time. The clinical trial accruals are dependent upon the timely and accurate reporting of
contract research organizations and other third-party vendors. Although the Company does not expect the estimates to be materially different
from amounts actually incurred, understanding of the status and timing of services performed relative to the actual status and timing
of services performed may vary and may result in reporting amounts that are too high or too low for any particular period.

 Fair
Value of Financial Instruments and Fair Value Measurements

 The
Company measures its financial assets and liabilities in accordance with US GAAP. For certain financial instruments, including cash and
cash equivalents, accounts receivable, accounts payable and accrued liabilities, the carrying amounts approximate fair value due to their
short maturities. Amounts recorded for notes payable, net of discount, and loans payable also approximate fair value because current
interest rates available for debt with similar terms and maturities are substantially the same.

 The
Company follows accounting guidance for financial assets and liabilities. This standard defines fair value, provides guidance for measuring
fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all
other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related
to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income
approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement
cost).

 The
guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into six broad
levels. The following is a brief description of those three levels:

 Level
1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.

 Level
2: Inputs, other than quoted prices that are observable, either directly or indirectly. These include quoted prices for similar assets
or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

 Level
3: Unobservable inputs in which little or no market data exists, therefore developed using estimates and assumptions developed by us,
which reflect those that a market participant would use.

 F- 10

 NOTES

 Note
2 – Significant Accounting Policies, continued

 Fair
Value of Financial Instruments and Fair Value Measurements, continued

 The
following table represents the Company's financial instruments that are measured at fair value on a recurring basis at each reporting
period for each fair value hierarchy level:

of Fair Value Hierarchy Level
Financial Instruments

 Liability
 31, 2024

 Liability
 31, 2023

 Level I

 $
 -

 $
 -

 Level II

 $
 -

 $
 -

 Level III

 $
 -

 $
 1,505,398

 Total

 $
 -

 $
 1,505,398

 Also
see Note 5 - Convertible Debt and Derivative Liability.

Instruments

 ASC
Topic 815, Derivatives and Hedging ("ASC Topic 815"), establishes accounting and reporting standards for derivative instruments
and for hedging activities by requiring that all derivatives be recognized in the balance sheet and measured at fair value. Gains or
losses resulting from changes in the fair value of derivatives are recognized in earnings. On the date of conversion or payoff of debt,
the Company records the fair value of the conversion shares, removes the fair value of the related derivative liability, removes any
discounts and records a net gain or loss on debt extinguishment. On January 1, 2020, the Company adopted ASU 2017-11 under which down-round
Features in Financial Instruments will no longer cause derivative treatment. The Company applies the modified prospective method of adoption.
There were no cumulative effects on adoption.

Notes with Embedded Derivative Liabilities

 The
Company has entered into convertible notes, some of which contain variable conversion options, whereby the outstanding principle and
accrued interest may be converted, by the holder, into shares of common stock at a fixed discount to the price of the common stock at
or around the time of conversion upon certain trigger events. The Company evaluates all its financial instruments to determine if those
contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance
with ASC 815-10 – Derivative and Hedging – Contract in Entity's Own Equity. This accounting treatment requires
that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In
the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period
is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked
to fair value at the conversion, repayment, or exercise date and then the related fair value amount is reclassified to other income or
expense as part of gain or loss on debt extinguishment.

 F- 11

 NOTES

 Note
2 – Significant Accounting Policies, continued

 Leases

 In
February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, Leases (Topic 842). The updated guidance
requires lessees to recognize lease assets and lease liabilities for most operating leases. In addition, the updated guidance requires
that lessors separate lease and non-lease components in a contract in accordance with the new revenue guidance in ASC 606.

 Operating
lease ROU assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based
on the present value of future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit
rate, the Company use an incremental borrowing rate based on the information available at the adoption date in determining the present
value of future payments. Lease expense for minimum lease payments is amortized on a straight-line basis over the lease term and is included
in general and administrative expenses in the statements of operations.

 Recent
Accounting Pronouncements

 The
Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the
periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted
accounting principles and do not believe that any new or modified principles will have a material impact on the Company's reported
financial position or operations in the near term. The applicability of any standard is subject to the formal review of the Company's
financial management.

 In
August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging
– Contracts in Entity's Own Equity (Subtopic 815-40) – Accounting for Convertible Instruments and Contracts in an Entity's
Own Equity. The ASU simplifies accounting for convertible instruments by removing major separation models required under current GAAP.
Consequently, more convertible debt instruments will be reported as a single liability instrument with no separate accounting for embedded
conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative
scope exception, which will permit more equity contracts to qualify for the exceptions. The ASU also simplifies the diluted net income
per share calculation in certain areas. The new guidance is effective for fiscal years beginning after December 15, 2023, including interim
periods within those fiscal years, and early adoption is permitted. The Company's adoption of this standard did not have a material
impact on the Company's financial statements.

 In November 2023, the FASB issued Accounting Standards
Update 2023-07 - Segment Reporting (Topic ASC 280) Improvements to Reportable Segment Disclosures. The ASU improves reportable segment
disclosure requirements, primarily through enhanced disclosure about significant segment expenses. The enhancements under this update
require disclosure of significant segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM")
and included within each reported measure of segment profit or loss, require disclosure of other segment items by reportable segment
and a description of the composition of other segment items, require annual disclosures under ASC 280 to be provided in interim
periods, clarify use of more than one measure of segment profit or loss by the CODM, require that the title of the CODM be disclosed with
an explanation of how the CODM uses the reported measures of segment profit or loss to make decisions, and require that entities with
a single reportable segment provide all disclosures required by this update and required under ASC 280. The Company adopted ASU 2023-07
for the annual period ending December 31, 2024.

 The Company's Chief Executive Officer serves as the CODM.

 All
other newly issued accounting pronouncements that are not yet effective have been deemed immaterial or nonapplicable.

 Note
3 – Related Party Transactions

 The
Company's Chief Executive Officer (CEO) has loaned the Company working capital since inception. The balance of the loans to the
CEO as of December 31, 2024 and 2023 was $ 146,432 and $ 358,479, respectively. The loan is due on demand and accrues interest at 3 % per
year. Accrued interest relating to the loan was $ 1,064 and $ 11,308 as of December 31, 2024 and 2023, respectively, and is included in
accrued interest on the accompanying balance sheets. The Company repaid a total of $ 100,000 during the year ended December 31, 2024,
$ 83,880 in principal and $ 16,120 in accrued interest.

 F- 12

 NOTES

 Note
3 – Related Party Transactions, continued

the year ended December 31, 2023, an employee loaned the Company $ 25,000. The balance of the loan as of December 31, 2024 and 2023, was
$ 0 and $ 25,000, respectively. The loan is due on demand and accrues interest at 3 % per year. Accrued interest related to the loan was
$ 0 and $ 723 as of December 31, 2024 and 2023, respectively, and is included in accrued interest on the accompanying balance sheet. The
Company repaid a total of $ 26,422 during the year ended December 31, 2024, $ 25,000 in principal and $ 1,421 in accrued interest.

compensation includes partially accrued salaries to executives since inception. Since inception, executive salaries have been paid in
cash when the Company's cash flow has permitted such payment. During 2020, the Company began consistently paying salaries at 50 %
of the salaries reflected in the respective employment agreements. As of September 2021, the Company began paying full salaries. Throughout
2022, the Company returned to paying partial salaries and by November 2022 the Company stopped paying 100 % salaries in an effort to conserve
cash.

 On
September 29, 2023, various employees and board members agreed to forgive accrued compensation in the amount of $ 4,189,626. In exchange
of the forgiveness the Company issued an aggregate of 2,353,661 stock options with an exercise price of $ 1.33 and an aggregate of 1,399,834
restricted stock units with a grant date value of $ 1.33 in exchange for the aggregate forgiveness of compensation in the amount of $ 4,189,626.
Additionally, the Company agreed to a bonus of $ 513,013 for the employees and a bonus of $ 70,200 to the board members, to be paid upon
the occurrence of a successful IPO in exchange for the forgiveness of the afore-mentioned accrued compensation.

 On
December 18, 2023, various employees and board members agreed to amend the accrued compensation debt forgiveness dated September 29,
2023. Pursuant to the amendment the cash bonuses of $ 513,013 for the employees and a bonus of $ 70,200 to the board members agreed to
on September 29, 2023, were forgiven, and no cash will be paid upon a successful IPO. In addition, the options issued in connection with
the forgiveness dated September 29, 2023, have been amended to vest fully on the effective date of the new amendment. In addition, the
restricted stock unit issued in connection with the forgiveness dated September 29, 2023, were terminated and replaced with 1,399,834
restricted stock units that vest upon the earlier occurrence of the initial public offering or a change of control of the Company. In
exchange for the forgiveness of the accrued bonuses the Company issued an aggregate of 289,294 stock options with an exercise price of
$ 1.33 and an aggregate of 218,703 restricted stock units with a grant date value of $ 1.33 in exchange for the aggregate forgiveness of
compensation in the amount of $ 583,213.

 On
March 15, 2024, a former executive agreed to forgive $ 100,000 of accrued compensation in exchange for 49,605 options to purchase common
stock and 7,500 restricted stock units, The options to purchase common stock have a strike price of $ 1.33. The option had a grant date
fair value of $ 50,000. The Company recorded a gain on the forgiveness of accrued compensation in the amount of $ 40,000.

 On
April 29, 2024, the Company, the Holder of the Note II and the CEO entered into an amendment in which the CEO agrees to exchange 685,867
shares issued to the Holder in exchange for his related party notes that accrued interest at 3 % that are due from the Company in an aggregate
principal amount of $ 266,667 and the Holder agreed to forfeit all rights to all additional future shares from the Company that would
of become due upon a qualified offering as well as the conversion option. Therefore, the principal amount of the note was increased to
$ 1,377,778 and the exchange debt follows the requirements of Note II. See Note 5 – Convertible Debt and Derivative liability –
Senior Secured Note – Formerly known as the Convertible Debt I for more details.

 F- 13

 NOTES

 Note
4 – Accounts Payable and Accrued Expenses

 Accounts
payable and accrued expenses consisted of the following:

of Accounts Payable and Accrued Expenses

 31,
 2024

 31,
 2023

 Accounts payable

 $
 278,676

 $
 189,495

 Professional fees

 40,271

 174,053

 License fee

 75,000

 150,000

 Credit cards

 2,536

 32,466

 Total accounts payable and accrued expenses

 $
 396,483

 $
 546,014

 As
of December 31, 2024 and 2023, $ 64,105 and $ 67,750, respectively, was due to a Company wholly owned by the Company's
Chief Financial Officer, who also is an option holder. The amount is included in accrued compensation on the Company's balance
sheets.

compensation of $ 1,415,093 and
$ 1,562,041 as
of December 31, 2024 and 2023, respectively, includes accrued salaries and health benefits to executives since
inception and board fees. Since inception, executive salaries have been paid in cash when the Company's cash flow has
permitted such payment. By November 2022 the Company stopped paying salaries, although they continued to accrue, in
an effort to conserve cash and starting in the fourth quarter of 2023, the Company's executives agreed to reduce their
salaries by 80% until an initial public offering to limit the Company's compensation expenses. During December 2024, the
Company returned to paying salaries due to the completion of the initial public offering. See Note 3 – Related Party
Transactions for details related to forgiveness of accrued compensation.

 Note
5 – Convertible Debt and Derivative Liability

Debt I

 Between
August and December 2021, the Company executed twelve convertible promissory notes ("Notes I") for $ 527,650 in proceeds with
a maturity date of July 31, 2022, and interest rate of 1 %. The Notes I will automatically convert into equity securities on the first
business day following effectiveness of an initial public offering of common stock with the Securities and Exchange Commission ("IPO").
Upon IPO, the outstanding principle of the Notes I and all unpaid accrued interest will automatically convert into a number of restricted
fully paid and non-assessable shares of common stock, or units of common stock and warrants to purchase common stock if units are offered
to the public in the IPO, equal to the indebtedness divided by 70 % of the offering price paid per share at which the IPO is made. For
the avoidance of doubt, in the event the IPO is not declared effective prior to the maturity date, none of the indebtedness shall convert
or be convertible into shares of Common Stock.

 At
the time of execution, the Company recorded a debt discount of $ 257,650 based on the fair value of the embedded conversion feature of
Notes I, which was amortized into interest expense over term of Notes I, each with a maturity date of July 31, 2022. On August 6, 2022,
the Notes I were amended to extend the maturity date to January 31, 2023, and increase the interest rate to 5 %. All other terms remain
the same as previously stated in Notes I. The impact of the amendment is prospective and increased accrued interest by $ 23,072 and is
included in accrued interest on the accompanying balance sheet. On February 2, 2023, the Notes I were amended to extend the maturity
date to December 31, 2023. During January 31, 2024, the Company and all Note I holders agreed to amend and extend the maturity date of
their notes to December 31, 2024. The holders waived any default under the original notes prior to the amendment date. With the amendments
the applicable interest rate to Notes I increased to 10 % effective from January 1, 2024. The amendments were accounted for as a modification
and not an extinguishment of debt, therefore there was no gain recorded in the statement of operations.

 F- 14

 NOTES

 Note
5 – Convertible Debt and Derivative Liability, continued

Debt I

 Upon
the closing of the IPO on December 4, 2024, the outstanding principal and all unpaid accrued interest, totalling $ 636,852, of the
Notes I converted into an aggregate of 227,447 share of common stock of the Company at $ 2.80, which is 70 % of the offering price of $ 4.00.

 Senior
Secured Note – Formerly Known as the Convertible Debt II

 The
Note - On April 11, 2022, the Company entered into a securities purchase agreement with an accredited investor (the "Holder").
Pursuant to the terms of the securities purchase agreement, the Company received aggregate gross proceeds of $ 1,000,000, less loan origination
costs of $ 22,667, and issued a (i) 10 % original issue discount senior secured convertible note (the "Note II") in the principal
amount of $ 1,111,111 and (ii) 514,403 shares of common stock.

 The
Company will have the right at any time to redeem in cash all or a portion of Note II at 120% (or 125% on or after the first six months
from the closing) of the principal amount thereof plus any unpaid accrued interest to the date of repayment.

 Pursuant
to the terms of the securities purchase agreement, the Company received aggregate gross proceeds of $ 1,000,000, less loan origination
costs of $ 22,667, and issued a (i) 10 % original issue discount senior secured convertible note (the "Note II") in the principle
amount of $ 1,111,111 and (ii) 514,403 shares of common stock.

 Upon
an Event of Default (as defined therein) interest shall accrue at 1 1/2% per month and the 125% of principal and interest through maturity
shall be due and payable. At the Holder's option the Holder shall be entitled to be paid in cash or after the Qualified Offering
(as defined in the Purchase Agreement) common stock with the conversion price of the common stock equal to a 30% discount to the lowest
closing price of the common stock for the 20 prior trading days.

 On
October 10, 2022, Note II was amended to postpone the commencement of the principal payments from October 11, 2022 to November 11, 2022.
As consideration for the amendment, an additional 42,867 shares of common stock were issued to the Holder on October 10, 2022, valued
at 1/12 th of the original 514,403 shares issued at commencement of Note II.

 On
November 10, 2022, Note II was amended to postpone the commencement of the principle from November 11, 2022 to February 11, 2023 and
payable in three monthly instalments. An additional 128,599 shares of common stock were issued to the Holder on November 10, 2022, value
at 1/4 th of the original 514,403 shares issued at commencement of Note II.

 On
February 6, 2023, Note II was amended to postpone the commencement of the principle to February 28, 2023. On March 6, 2023, Note II was
amended to postpone the commencement of the principal from February 11, 2023 to May 31, 2023. The Company and the noteholder agreed to
a repayment plan on past due interest. In addition, the Company agreed to prepay in cash the aggregate principal amount of the Note II
of 120% (or 137.5% on or after the first six months from closing) plus any accrued interest on the sale of all the assets of the Company
and its subsidiaries, upon the Change of Control, or on a Qualified Offering. Upon default of Note II, the Company agrees to pay 137.5%
of the outstanding note principal, and accrued interest through maturity and all liquidation damages. As a result of the material modification,
the incremental fair value of the modified derivative was classified as a debt extinguishment. Due to the extension of the maturity date
of the convertible note, the fair value of the derivative liability increased. This resulted in the Company recording a loss on extinguishment
of debt of $ 670,419.

 F- 15

 NOTES

 Note
5 – Convertible Debt and Derivative Liability, continued

 Senior
Secured Note – Formerly Known as the Convertible Debt II, continued

 On
September 22, 2023, Note II was amended to postpone the commencement of the principle to December 31, 2023. The Company and the noteholder
agreed to a repayment plan on past due interest. In addition, the Company agreed to prepay in cash the aggregate principal amount of
the Note II of 120% (or 150% on or after the first six months from closing) plus any accrued interest on the sale of all the assets of
the Company and its subsidiaries, upon the Change of Control, or on a Qualified Offering. Upon default of Note II, the Company agrees
to pay 150% of the outstanding note principal and accrued interest through maturity and all liquidation damages. In addition, upon closing
the Note Holder will receive 175% stock coverage. As a result of the material modification, the incremental fair value of the modified
derivative was classified as a debt extinguishment. Due to the extension of the maturity date of the convertible note, the fair value
of the derivative liability increased. This resulted in the Company recording a loss on extinguishment of debt of $ 217,527.

 On
April 29, 2024, the Company, the Holder of the Note II and the CEO entered into an amendment in which the CEO agrees to exchange 685,867
 shares issued to the Holder in exchange for his related party notes that accrued interest at 3 % that are due from the Company in an aggregate
principal amount of $ 266,667 and the Holder agreed to forfeit all rights to all additional future shares from the Company that would
of become due upon a qualified offering as well as the conversion option. Therefore, the principal amount of the note was increased to
$ 1,377,778 and the exchange debt follows the requirements of Note II. In addition, the Holder agreed to extend the note maturity date
to August 11, 2024. The note shall be designated as a 10 % original issue discount secured note ("Senior Secured Note") moving
forward. The Senior Secured Note and interest will become due and payable upon the earliest of the maturity date or upon the occurrence
of a qualified event. The note is recorded on the balance sheet under note payable. As a result of the conversion feature of the note
being removed the Company recorded a one-time gain on the modification of the debt of $ 951,868 and a new derivative liability of $ 407,494
was recorded related to the Senior Secured Note.

 On
August 8, 2024, the Company, and the Holder of the Senior Secured Note entered into an amendment to extend the maturity date of the Senior
Secured Note to October 11, 2024.

 On
November 15, 2024, the Company, and the Holder of the Senior Secured Note entered into an amendment to extend the maturity date of the
Senior Secured Note to December 10, 2024.

 During December 2024, the Company fully repaid the Senior Secured Note pursuant to the terms
in the amount of $ 2,102,797.

 Ancillary
Agreements - In connection with the Company's obligations under Note II, the Company entered into a security agreement
and intellectual property security agreement with the Holder, pursuant to which the Company granted a security interest on all assets
of the Company, including all intellectual property of the Company, for the benefit of the Holders, to secure the Company's obligations
under Note II and the other transaction documents.

Debt III

 On
March 1, 2023, the Company issued a convertible promissory note (the "Note III") with a principal amount of $ 150,000 as part
of a settlement agreement with an investor relations firm. Note III matures on February 28, 2026 and accrues interest at 5 % annually
which compounds quarterly. Note III is convertible upon election of the holder upon a qualified financing of at least $ 5,000,000 into
shares of common stock equal to 70 % of the per share price of the equity issued in the qualified financing. Note III is also convertible
upon the completion of an IPO by the Company into shares of common stock equal to 70 % of the per share price of the equity issued in
connection with the IPO. In both cases the Holder can elect to receive the principal and accrued interest instead of converting the note.

December 2024, the Company fully repaid the Convertible Debt III pursuant to the terms in the amount of $ 178,386.

 F- 16

 NOTES

 Note
5 – Convertible Debt and Derivative Liability, continued

 Summary

the years ended December 31, 2024 and 2023, $ 147,705 and $ 143,761, respectively, are included in interest expense for the combined convertible
Notes I, II and III on the accompanying statements of operations. As of December 31, 2024 and 2023 the balance of the combined
convertible promissory Note I, II and III was $ 0 and $ 1,745,472, respectively, net of the debt discount and loan origination costs of
$ 0 and $ 43,288, respectively.

Liability Pursuant to Convertible Debt

 In
connection with the issuance of the Notes, the Company determined that the terms of Notes contain an embedded conversion option to be
accounted for as a derivative liability due to the Holder having the potential to gain value upon IPO. Accordingly, under the provisions
of ASC 815-40 – Derivatives and Hedging – Contracts in an Entity's Own Stock, the embedded conversion option
contained in Notes was accounted for as derivative liability and debt discount at the date of issuance and has been adjusted to fair
value through earnings at each reporting date. The fair value of the embedded conversion option was determined using the Monte Carlo
valuation model.

the years ended December 31, 2024 and 2023, the derivative liabilities were revalued, and a $ 857,723
and $ ( 887,946),
respectively, adjustment was recorded as a gain/ (loss) on extinguishment of debt to other expenses reflected in the accompanying
statements of operations.

 The
Company also recorded $( 53,257) and $ 148,751 as a (loss) / gain on the change in the fair value of the derivative liability
for the years ended December 31, 2024 and 2023, respectively.

 The
fair value of the derivative liability of Notes I, Note II and Note III was estimated using the Monte Carlo Valuation model at issuance
and each reporting period with the following assumptions:

of Fair Value Derivative Liability

 NOTE III

 NOTES I, II & III

 NOTES I, II & III

 March
 1, 2023
 (Issuance)

 31,
 2023

 31,
 2024

 Dividend Rate

 -

 -

 -

 Term

 0.25

 0.25

 0.13

 Volatility

 %

 %

 %

 Risk-free rate

 N/A

 4.70
 %

 5.00
 %

 Probability of IPO

 %

 %

 %

 Derivative liability, measurement input

 %

 %

 %

 F- 17

 NOTES

 Note
5 – Convertible Debt and Derivative Liability, continued

Liability Pursuant to Convertible Debt, continued

 A
summary of activity of the derivative liability pertaining to the Notes is presented below:

of Derivative Liability

 Derivative Liability

 Balance at December 31, 2022

 $
 710,599

 Fair value at issuance March 1, 2023

 55,604

 Fair value adjustment on date of amendment, net

 887,946

 Fair value change

 ( 148,751
)

 Balance at December 31, 2023

 $
 1,505,398

 Fair value change

 53,257

 Extinguishment of derivative liability - Note II

 ( 1,359,362
)

 Fair value at issuance on April 29, 2024 - Senior Secured Note

 407,494

 Repayment of derivative liability

 ( 606,787

)

 Fair value at issuance

 407,494

 Derivative liability Balance

 $
 606,787

 Balance at December 31, 2024

 $
 -

 Derivative liability Balance

 $
 -

 Note
6 – Stockholders' Equity (Deficit)

Stock

 The
Company is authorized to issue 125,000,000 shares of common stock and 5,000,000 shares of preferred stock. The Company had 33,103,860
shares of common stock issued and outstanding as of December 31, 2024. There was no preferred stock issued and outstanding as of December
31, 2024.

 On
June 3, 2024, the Company entered into a three 36-month service agreement with three different entities. The Company issued an aggregate
of 3,487,500 restricted shares of common stock, 1,162,500 restricted shares of common stock to each entity. The shares were registered
upon the Company's offering that closed in December 2024. In addition, each of the entities purchased 37,500 shares each of the
Company's common stock at a price of $ 1.33 per share prior to the occurrence of the Company's offering. As of December, 31,
2024, the Company issued 112,500 common stock and the Company received an aggregate of $ 150,000 for the sale of the Company's common
stock from the three entities. These shares were also registered upon the closing of the Company's offering. The aggregate value
of $ 4,638,375 related to the 3,487,500 restricted shares will be recognize as compensation expense from the date the obligations are
met with the remaining expense being amortized over the remaining term of the 36-months per the services agreements. As of December 31,
2024, the Company recorded compensation expense for services provided of $ 893,781 related to the restricted shares issued.

 See
Note 5 – Convertible Debt and Derivative Liability for shares issued upon the conversion of the convertible notes. See Note 8 –
Commitment and Contingencies – Service agreements for details related to sale of common stock per the service agreements.

 F- 18

 NOTES

 Note
6 – Stockholders' Equity (Deficit), continued

 Closing
of Offering

 On
December 2, 2024, the Company priced its initial public offering of 2,750,000 shares of common stock at a price of $ 4.00 per share. The
offering closed on December 4, 2024, and the Company started trading on the Nasdaq Capital Market under the ticker symbol "JUNS".
The Company sold 2,750,000 shares of its Common Stock to the underwriters and yielded proceeds of $ 9,725,213, net of underwriters and
other fees of $ 1,274,787.

 The
Company intends to use the proceeds primarily to fund the Phase II clinical trial of its product candidate JOTROL in patients
with Parkinson's Disease, Strategic Service Agreements to accelerate business activities in South-East Asia, research and development
activities regarding evaluation of new product opportunities, payment of the outstanding annual license fees due to Aquanova AG, the
repayment of debt, working capital and other general corporate purposes.

 Stock
Options

 The
Company grants stock awards to officers, employees, directors, and other key persons pursuant to its 2021 Equity Incentive Plan ("the
Plan").

the year ended December 31, 2024 and 2023, the Company recognized stock-based compensation of $ 947,124
and $ 1,198,579,
respectively, related to vested stock options. There was $ 355,829
unvested stock options expense as of December 31, 2024.

 On
January 1, 2023, the Company granted a non-qualified stock option to purchase 562,500 shares of Common Stock to our Chief Financial Officer,
at an exercise price of $ 1.33 per share. The option had a grant date fair value of $ 589,500.

 On
April 1, 2023, the Company granted non-qualified stock option to purchase an aggregate of 562,500 shares of Common Stock to an employee
and consultants, at an exercise price of $ 1.33 per share. The options had an aggregate grant date fair value of $ 577,500.

 On
January 24, 2024, the Company granted 180,000 stock options to a consultant with an exercise price of $ 1.33 per share. The option had
a grant date fair value of $ 190,560.

 On
April 17, 2024, the Company granted 67,500 stock options to a consultant with an exercise price of $ 1.33 per share. The option had a
grant date fair value of $ 73,459.

 See
Note 3 – Related Party Transactions above for details related to options issued for forgiveness of accrued salaries.

 F- 19

 NOTES

 A
summary of activity for the year ended December 31, 2024 and 2023 is presented below:

 Schedule of Stock Option
Activity

 Number of Options

 Weighted Average Exercise Price

 Weighted Average Contractual Term (Years)

 Aggregate Intrinsic Value

 Outstanding as of December 31, 2022

 6,682,560

 $
 0.89

 6.40

 $
 3,376,725

 3,767,955

 1.33

 Exercised

 ( 113,633
)

 0.88

 Forfeited

 -

 Outstanding as of December 31, 2023

 10,336,883

 $
 1.00

 6.91

 $
 3,316,119

 297,105

 1.33

 Exercised

 -

 -

 Forfeited

 -

 -

 Outstanding as of December 31, 2024

 10,633,988

 $
 1.02

 6.25

 $
 102,921,147

 Exercisable as of December 31, 2024

 10,297,412

 $
 1.01

 6.18

 $
 99,768,543

 Exercisable as of December 31, 2023

 9,424,826

 $
 1.00

 6.76

 $
 3,276,119

 The
following table summarized information about employee stock options outstanding as of December 31, 2024 and 2023:

 Schedule of Employee
Stock Options Outstanding

 Outstanding Options

 Vested Options

 Exercise Price

 Number Outstanding at December 31,

 2024

 Weighted Average Remaining Life

 Number Exercisable at December 31,
 2024

 Weighted Average Remaining Life

 $
 0.01

 675,000

 1.25

 675,000

 1.25

 $
 0.74

 1,657,560

 4.32

 1,657,562

 4.32

 $
 0.80

 2,783,243

 4.54

 2,783,238

 4.54

 $
 1.33

 5,461,935

 8.33

 5,125,362

 8.31

 $
 2.16

 56,250

 6.71

 56,250

 6.71

 10,633,988

 6.25

 10,297,412

 6.15

 Outstanding Options

 Vested Options

 Exercise Price

 Number Outstanding at December 31, 2023

 Weighted Average Remaining Life

 Number Exercisable at December 31, 2023

 Weighted Average Remaining Life

 $

 0.01

 675,000

 2.51

 675,000

 2.51

 $

 0.74

 1,657,560

 5.57

 1,657,564

 5.57

 $

 0.80

 2,783,243

 5.80

 2,708,239

 5.62

 $

 1.33

 5,164,830

 4.51

 4,327,774

 4.92

 $

 2.16

 56,250

 7.96

 56,250

 7.71

 10,336,883

 6.91

 9,424,826

 6.76

 Warrants

 The
following is a summary of the Company's warrant activity for the year ended December 31, 2024 and 2023:

 Schedule of Warrant Activity

 Number of Shares

 Weighted Average Exercise Price per
 Share

 Weighted Average Remaining Life (Years)

 Outstanding as of December 31, 2022

 1,359,375

 $
 0.80

 0.98

 -

 -

 -

 Forfeited

 -

 -

 -

 Outstanding as of December 31, 2023

 1,359,375

 $
 0.80

 0.64

 -

 -

 -

 Forfeited

 -

 -

 -

 Outstanding as of December 31, 2024

 1,359,375

 $
 0.80

 0.93

 F- 20

 NOTES

 Note
6 – Stockholders' Equity (Deficit), continued

Stock Units

 On
September 29, 2023, the Company issued an aggregate of 1,399,834 restricted stock units with a grant date value of $ 1.33 per unit in
exchange for the forgiveness of accrued compensation. Pursuant to the amendment dated December 18, 2023, the restricted stock units shall
vest on the on earlier event of either the occurrence of an initial public offering or in the event of change of control of the Company.
The restricted stock units have an aggregate grant date fair value of $ 1,866,445.

 On
December 18, 2023, the Company terminated 1,399,384 restricted stock units and issued an aggregate of 1,618,537 restricted stock units
with a grant date value of $ 1.33 in exchange for the forgiveness of accrued compensation. The restricted stock units shall vest on the
earlier event of either the expiration of the lock-up period by the underwriters after the initial public offering or in the event of
change of control of the Company. The restricted stock units have an aggregate grant date fair value of $ 2,158,050.

 On
March 15, 2024, the Company issued 7,500 restricted stock units with a grant date value of $ 1.33 per unit in exchange for the forgiveness
of accrued compensation. The restricted stock units shall vest on the earlier event of either the expiration of the lock-up period
by the underwriters after the initial public offering or in the event of change of control of the Company.

 As
of December 31, 2024, the Company had an aggregate of 1,626,037 restricted stock units outstanding with an aggregate fair value of $ 2,195,550.

 Note
7 – Income Taxes

 A
reconciliation of income taxes at the U.S. federal statutory rate to the benefit for income taxes is as follows:

of Income Tax Provision

 2024

 2023

 Federal

 21.00
 %

 21.00
 %

 State

 2.07
 %

 2.55
 %

 Nondeductible expenses

 - 2.33
 %

 - 3.85
 %

 Change in valuation allowance

 - 20.74
 %

 - 19.70
 %

 Effective tax rate

 -

 -

 F- 21

 NOTES

 Note
7 – Income Taxes, continued

 A
summary of the Company's deferred tax assets is as follows:

of Deferred Tax Assets

 2024

 2023

 U.S Federal and State net operating loss

 $
 3,083,545

 $
 2,429,544

 Stock based compensation

 1,272,925

 1,031,860

 Accrued salaries

 382,288

 395,899

 Orphan drug credit

 1,060,118

 924,171

 Derivative liability

 -

 370,572

 Other

 260,481

 392,486

 Total net deferred tax assets

 6,059,357

 5,544,532

 Valuation allowance

 ( 6,059,357
)

 ( 5,544,532
)

 Total Deferred Tax Asset

 $
 -

 $
 -

 As
of December 31, 2024, the Company had federal and state (post-apportioned basis) net operating losses ("NOLs") of $ 26 million,
as well as federal orphan drug tax credit carryforwards of approximately $ 1.06 million. Approximately $ 10.0 million of the foregoing
federal and state NOLs will expire at various dates from 2026 through 2043, if not limited by triggering events prior to such time. Under
the provisions of the Internal Revenue Code, changes in ownership of the Company, in certain circumstances, would limit the amount of
federal NOLs that can be utilized annually in the future to offset taxable income. In particular, Section 382 of the Internal Revenue
Code ("Section 382") imposes limitations on an entity's ability to use NOLs upon certain changes in ownership. If the
Company is limited in its ability to use its NOLs in future years in which it has taxable income, then the Company will pay more taxes
than if it were otherwise able to fully utilize its NOLs. The Company may experience ownership changes in the future as a result of subsequent
shifts in ownership of the Company's capital stock that the Company cannot predict or control that could result in further limitations
being placed on the Company's ability to utilize its federal NOLs.

 A
valuation allowance, if needed, reduces deferred tax assets to the amount expected to be realized. When determining the amount of net
deferred tax assets that are more likely than not to be realized, the Company assesses all available positive and negative evidence.
This evidence includes, but is not limited to, prior earnings history, expected future earnings, carry-back and carry-forward periods
and the feasibility of ongoing tax strategies that could potentially enhance the likelihood of the realization of a deferred tax asset.
The weight given to the positive and negative evidence is commensurate with the extent the evidence may be objectively verified. As such,
it is generally difficult for positive evidence regarding projected future taxable income, exclusive of reversing taxable temporary differences,
to outweigh objective negative evidence of recent financial reporting losses. Based on these criteria and the relative weighting of both
the positive and negative evidence available, management continues to maintain a full valuation allowance against its net deferred tax
assets.

 F- 22

 NOTES

 Note
8 – Commitments and Contingencies

 Legal
Matters

 From
time to time, claims are made against the Company in the ordinary course of business, which could result in litigation. Claims and associated
litigation are subject to inherent uncertainties and unfavorable outcomes could occur, such as monetary damages, fines, penalties or
injunctions prohibiting the Company from selling one or more products or engaging in other activities. The occurrence of an unfavorable
outcome in any specific period could have a material adverse effect on the Company's results of operations for that period or future
periods.

 On
July 19, 2022, Tiberend Strategic Advisors ("Tiberend"), an entity that the Company had previously engaged as a communications
and investor relations firm, filed a summons for civil action in the District Court of Southern Florida against the Company alleging
non-payment by the Company under a services agreement (the "Services Agreement") with Tiberend in the amount of $ 130,400.
The Company and Tiberend entered into a full settlement and release agreement in exchange for a $ 150,000 convertible promissory note
in March 2023. As of December 31, 2024, the note was fully repaid. See Note 5 – Convertible Debt and Derivative Liability –
Convertible Debt III for details associated with the note issuance.

 Office
Lease

 On
May 1, 2021, the Company entered into a 61 -month operating lease for office space for a base rent of $ 3,783 subject to a 3% yearly escalation.
The Company adopted ASC Topic 842, Leases upon inception of the lease.

 As
of December 31, 2024 and 2023, the Company's operating lease right-of-use asset, net (ROU) is $ 69,642 and $ 116,070, respectively,
and the total lease liability is $ 71,329 and $ 119,542, respectively, based on an incremental borrowing rate of 0.81 % at lease inception.

of Operating Lease Right-of-use Asset and Liability

 December 31,

 December 31,

 2024

 2023

 Operating lease right-of-use asset ("ROU") is summarized below:

 Office lease ROU

 $
 236,009

 $
 236,009

 Less accumulated reduction

 ( 166,367
)

 ( 119,939
)

 Balance of ROU, net

 $
 69,642

 $
 116,070

 Operating lease liability related to the ROU asset is summarized below:

 Office lease liability

 $
 236,009

 $
 236,009

 Reduction of lease liability

 ( 164,680
)

 ( 116,467
)

 Total

 $

 $
 119,542

 Future
minimum lease liability payments under non-cancelable operating lease at December 31, 2024 and 2023 are as follows:

of Future Minimum Lease Liability Payments Under Non-cancelable Operating Lease

 2024

 -

 49,004

 2025

 50,476

 50,476

 2026

 21,290

 21,290

 Total lease payments

 71,766

 120,770

 Less: imputed interest

 ( 437
)

 ( 1,228
)

 Total lease liabilities

 $

 $
 119,542

 Current operating lease liabilities

 50,082

 48,213

 Non-current operating lease liabilities

 21,247

 Total lease liabilities

 $

 $
 119,542

 F- 23

 NOTES

 Note
8 – Commitments and Contingencies, continued

 Office
Lease, continued

 On
October 1, 2021, the Company entered into a month-to-month lease for office space in Charlestown, MA.

 Rental
expenses of $ 17,740 and $ 20,844 for the years ended December 31, 2024 and 2023, respectively, are included in general and administrative
expenses on the accompanying statement of operations.

 Consulting
Agreements

 The
Company utilizes various consultants and advisors for clinical research, scientific advisory services and business strategies. Each consultant
has an executed agreement in place defining term, compensation, duties, confidentiality, intellectual property. The majority of the agreements
have a 2 -year term. Agreements are evaluated for renewal upon expiration. Bonus provisions are at the discretion of the Company's
Board of Directors and are granted on an individual agreement basis.

 On
December 15, 2024, the Company entered into a Strategic Services Agreement (the "Dominant Treasure Agreement") with
Dominant Treasure Health Company Limited ("Dominant Treasure"). Pursuant to the terms of the Dominant Treasure
Agreement, Dominant Treasure agreed to provide certain services to the Company to assist the Company in accelerating the
Company's desire to get its products developed and distributed in the Southeast Asian market. In exchange for Dominant
Treasure's services pursuant to the Dominant Treasure Agreement, the Company agreed to pay Dominant Treasure a one-time
payment of $ 2,300,000.
In addition, if Dominant Treasure is involved in generating negotiations and conclusion of a distribution agreement for the Company
in the countries of China (including Hong Kong), Singapore and Malaysia, the Company will pay Dominant Treasure a success fee of 5 %
of any upfront and/or milestone payments to be received by the Company. If such an agreement will include a royalty payment to the
Company, Dominant Treasure will receive 5 %
of such royalty payment. The Dominant Treasure Agreement has a term of 36
months and may be terminated at any time upon mutual agreement of the parties. The one-time payment of $ 2,300,000
was accounted for as a prepaid contract and will be expensed over a three-year period. For the year ended December 31, 2024, the Company recorded prepaid contract expense of $ 54,612.

Employment Agreements

 The
Company's standard executive employment agreements have a stated term of six years. Per the agreements, employees are eligible
for a discretionary annual performance bonus, determined by the Board of Directors. If the Company terminates an employee without cause,
the employee is entitled to a pro-rated pay out of the annual performance bonus based on days worked in the fiscal year, severance of
twelve months of the base salary, and automatic vesting of unvested equity grants. If the employee terminates with good reason, as defined
in the employment contract, the employee is entitled to automatic vesting of unvested equity grants.

2020, the Company began consistently paying salaries at 50% of the salaries reflected in the respective employment agreements. As of
September 2021, the Company began paying full salaries. Throughout 2022, the Company returned to paying partial salaries and by October
2023 the company stopped paying 100% in an effort to conserve cash. See Note 3 – Related Party Transactions for details related
to forgiveness of accrued compensation during the year ended December 31, 2023.

 On
December 18, 2023, various employees agreed to reduce their annual base salary to 20% of their original base salary effective October
1, 2023 until the time the Company raises additional capital from securities in the amount of $1,500,000 (the "Reduction Period").
Upon the expiration of the Reduction Period, the bases salaries shall adjust to be 105% of their original base salary as set forth in
their original agreements.

 As
of December 4, 2024, the base salaries was adjusted to 105% of the original base salaries and the Company started paying a 100% of
the salaries.

 F- 24

 NOTES

 Note
8 – Commitments and Contingencies, continued

 Licensing
and Royalty Agreements - Aquanova AG

 On
September 15, 2016, the Company entered into a Development, Collaboration and License Agreement ("License Agreement") with
Aquanova AG, a German company in the field of development, manufacturing and selling of colloidal formulas. The License Agreement resulted
in the creation of the pharmaceutic product, JOTROL. The License Agreement is in effect until product launch, which is undeterminable
at this time. The Chief Scientific Officer of the Company and the CEO of Aquanova are the joint inventors of JOTROL. Aquanova is assignee
on the patents in the United States, the European Union, China and Japan whereas the Company is obligated to maintain the patents. The
agreement grants ownership to the Company for regulatory approvals and the sole and exclusive worldwide right to develop, manufacture
and commercialize all products, including JOTROL. Aquanova is granted the exclusive license to conduct formulation development and manufacturing.
The agreement also defines fees owed to Aquanova for product and formulation development and licensing of the products. The Company is
required to pay Aquanova an annual license fee of $ 75,000 upon acceptance of the product formulation by both parties, with the license
fee requirement ending in the year of marketing authorization approval ("MMA") in a single territory. MMA has not yet been
received as of the period ended September 30, 2024. As of December 31, 2024 and 2023, $ 75,000 and $ 150,000 of accrued license
fees are included in accounts payable and accrued expenses on the balance sheet, respectively. Upon receipt of approval of the MMA in
each territory (e.g., United States, European Union, China, Japan), the Company will pay $ 200,000 to Aquanova per territory an MMA approval
is received, up to a max of $ 600,000. The Company shall pay Aquanova a royalty of 5 % of net sales in each territory through the later
of ten years after the first commercial sale, the first date there is no valid claim within the Aquanova patent rights, or the date of
expiration of the MMA in each territory.

 Upon
mutual agreement, the Company can pay a one-time royalty of $ 3,000,000 within 180 days of United States marketing approval, with subsequent
royalty payments reduced to 1.25 %, in accordance with the terms set forth above.

 Murdoch
Children's Research Institute

 On
September 1, 2015, the Company entered into a Global Development and License Agreement ("License Agreement II") with Murdoch
Children's Research Institute ("MCRI"), an Australian Institute at the Royal Children's Hospital in Australia,
with the know-how in the process of using pharmaceutical grade Resveratrol for the treatment of Friedreich's ataxia. The License
Agreement II is for both parties to work jointly to develop an appropriate delivery system and conduct clinical trials for the purpose
of product approval in the treatment of Friedreich's ataxia and worldwide commercialization by the Company. The License Agreement
II grants an exclusive worldwide license to the Company to use the MCRI know-how for developing, manufacturing and commercializing the
product for proposed treatment for Friedreich's ataxia. MCRI is granted an irrevocable, royalty free, worldwide license to use
the product inventions and patent rights for internal research and development. Upon receipt of approval of the MMA in each territory
(e.g., United States, European Union, China, Japan), the Company will pay $ 100,000 to MCRI per each territory up to a maximum of $ 300,000.
MMA has not yet been received as of September 30, 2024. The Company shall pay MCRI a royalty of 1.5 % of net sales in each territory until
the product is no longer sold in the respective territory.

and Development Service Providers

 In
addition to the services received under the licensing agreements noted above, a substantial portion of the research and development ("R&D")
expense included in the statement of operations is incurred pursuant to short term service and consulting agreements with third party
providers for research, development, testing and manufacturing services. The agreements generally provide termination, at any time by
either party without cause, upon a 30-day written notice, unless otherwise disclosed below. There are no pending milestone payments due
as of December 31, 2024.

 Service
Agreements

 On
June 3, 2024, the Company entered into three 36 -month
service agreements with three different entities. The Company issued an aggregate of 3,487,500 restricted
shares of common stock, 1,162,500 restricted
shares of common stock to each entity. The shares were to be registered upon an IPO as long as an IPO happens no later than March 31,
2025. Either party is able to terminate the respective agreement with no liability upon the occurrence of i) the Company
failing to raise at least $10 million in gross proceeds from an IPO prior to May 31, 2025, ii) if either party is involved in any illegal
activity or iii) at any time as long as both parties agree to it. The shares were registered in the IPO.

 The Company initially will recognize
stock based compensation expense from the effective date of the agreement through the date the obligations are met with the
remaining expense being amortized over the remaining term of the 36 -months
per the services agreements. Upon the occurrence of the initial public offering the Company recorded stock based compensation
expense for services provided of $ 779,411,
and through December 31, 2024 the Company recorded an additional stock based compensation expense of $ 114,373
for a total stock based compensation expense of $ 893,784. The future stock based compensation expense as of December 31, 2024 is $ 3,744,591.

 In
addition, each of the entities agreed to purchase 37,500
 shares each of the Company's common stock
at a price of $ 1.33
 per share prior to the occurrence of the IPO
and these shares were registered in the IPO.

 Note 9 – Segment Report

 The Company's Chief Executive Officer serves as the
CODM and evaluates the financial performance of the business and makes resource allocation decisions on a consolidated basis. As a result,
the Company operates as a single reportable segment under ASC 280, Segment Reporting, defined by the CODM as JOTROL Drug Development.

 The Company operates in one reportable segment, JOTROL Drug Development,
which includes all activities related to the development of JOTROL, to address unmet medical needs and improve the lives of patients.
The determination of a single reportable segment is consistent with the financial information regularly provided to the Company's
CODM, who reviews and evaluates net loss for purposes of assessing performance, making operating decisions, allocating resources and planning
and forecasting for future periods. The measure of segment assets is reported on the balance sheet as total assets.

 Note
10 – Subsequent Events

 The
Company evaluated events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the
evaluation and transactions, the Company did not identify any subsequent events that would have required adjustment or disclosure in
the Financial Statements.

 F- 25

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Dated:

 By:

 /s/
 Christer Ros n

 Ros n

 Chairman
 of the Board and Chief Executive Officer

 POWER
OF ATTORNEY

 Each
person whose signature appears below hereby appoints Christer Ros n as attorney-in-fact with full power of substitution to execute
in the name and on behalf of the registrant and each such person, individually and in each capacity stated below, one or more amendments
to the Annual Report on Form 10-K, which amendments may make such changes in the report as the attorney-in-fact acting deems appropriate
and to file any such amendment to the Annual Report on Form 10-K with the Securities and Exchange Commission. Pursuant to the requirements
of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/
 Christer Ros n

 Chairman
 of the Board and Chief Executive Officer (principal executive officer)

 Ros n

 /s/
 Saleem Elmasri

 Chief
 Financial Officer (principal financial officer and principal accounting officer)

 Saleem
 Elmasri

 /s/
 Marshall Hayward, Ph. D.

 Marshall
 Hayward, Ph. D.

 /s/
 Alison D. Silva

 Alison
 D. Silva

 / s/
 Nicholas H. Hemmerly

 Nicholas
 H. Hemmerly

 /s/
 Julie Kampf

 Julie
 Kampf

 /s/
 Allison W. Brady

 Allison
 W. Brady

 /s/
 Holger Weis

 Holger
 Weis