Financial Analysis

Note 3 Business Acquisitions IMGX Acquisition On March 13, 2024, the Company acquired ImmunogenX, Inc. (IMGX) pursuant to an Agreement and Plan of Merger. The transaction was accounted for as a business combination under ASC 805, with the Company identified as the accounting acquirer. On December 31, 2025, the Company completed the rescission of the IMGX transaction pursuant to a Rescission Agreement, as amended. As a result of the rescission, the Company no longer holds the assets and liabilities associated with IMGX, and IMGX is no longer a subsidiary of the Company. The Company also cancelled substantially all of the equity consideration previously issued in connection with the IMGX acquisition, including the applicable shares of common stock, Series G Preferred Stock, assumed options and assumed warrants. As of June 30, 2026, the Company had no assets or liabilities classified as held for sale related to IMGX. See Note 4 - Discontinued Operations and Assets Held for Sale. Acquisition of Grid AI Corp. On September 30, 2025, the Company completed the acquisition of Grid AI Corp. (Grid AI), a Nevada corporation, pursuant to a Share Exchange Agreement dated September 30, 2025, by and among the Company and the shareholders of Grid AI. Under the terms of the agreement, the shareholders of Grid AI transferred all of the issued and outstanding shares of Grid AI to the Company in exchange for equity interests of the Company. The acquisition of Grid AI was undertaken to expand the …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Note 20 Employee Benefit Plans 401(k) Plan Since 2015, the Company has sponsored a multiple employer defined contribution benefit plan which complies with Section 401(k) of the Internal Revenue Code and covers substantially all eligible employees of the Company. Employees may contribute from 1% to 100% of their compensation, and the Company may match contributions equal to 100% of the first 6% of employee contributions. The Company may also make discretionary profit-sharing contributions. Employer contributions under the 401(k) plan amounted to approximately $0 for the six months ended June 30, 2026 and $5,402 for the year ended December 31, 2025. …

CompensationAndEmployeeBenefitPlansTextBlock · excerpt; the full note is in the filing

Note 15 Debt The debt balances presented on the condensed consolidated balance sheets consist of deferred consideration of $6,250,000 and notes payable of $1,676,361 as of June 30, 2026. As of December 31, 2025, deferred consideration was $6,250,000 and notes payable were $2,027,184. Deferred Consideration In connection with the acquisition of Grid AI Corp., the Company recognized deferred consideration payable of $7,000,000 as part of the purchase consideration. During the year ended December 31, 2025, the Company made cash payments of $750,000 toward this obligation. As of June 30, 2026, the outstanding balance was $6,250,000. The deferred consideration is non-interest bearing and is expected to be settled through future cash payments or other negotiated arrangements in accordance with the terms of the acquisition agreement. Notes Payable Notes payable activity during the period ended June 30, 2026: Revolving Promissory notes Promissory line of credit with warrants Notes Total Principal balance December 31, 2025 $ 700,000 $ 1,017,184 $ 310,000 $ 2,027,184 Additions 999,000 $ 999,000 Cash repayment of revolving loan principal (700,000) (700,000) Debt settlement (non-cash) (692,080) (310,000) $ (1,002,080) Net amortization and settlement effect of debt discounts 352,257 $ 352,257 Total notes payable as of June 30, 2026 $ $ 1,676,361 $ $ 1,676,361 All outstanding debt was classified as current as of June 30, 2026. Revolving Line of Credit Prior to settlement, the Company had d …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Note 5 - Fair Value Disclosures Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. GAAP establishes a hierarchical disclosure framework that prioritizes and ranks the level of observability of inputs used in measuring fair value. The carrying value of the deferred consideration and note payable approximates their fair value as of June 30, 2026. At June 30, 2026 and December 31, 2025, the Company had no other assets or liabilities that are subject to fair value methodology and estimation in accordance with U.S. GAAP.

FairValueDisclosuresTextBlock

Note 7 Goodwill Goodwill is as follows: Balance on December 31, 2024 $ 1,684,182 Goodwill associated with Grid AI acquisition 22,434,494 Balance at December 31, 2025 $ 24,118,676 Goodwill impairment charge during the six months ended June 30, 2026 (10,070,124) Balance at June 30, 2026 $ 14,048,553 Grid AI Corp. continues to operate as a separate operating business, and the Company does not currently anticipate significant operational integration between its AI business and its legacy biopharmaceutical business. Any anticipated efficiencies from the transaction are expected to result primarily from shared corporate infrastructure rather than the integration of operating activities. The goodwill recognized in connection with the Grid AI acquisition is primarily attributable to the expected benefits associated with shared corporate overhead, management resources, assembled workforce and expected future economic benefits. The Companys goodwill is associated with its acquisition of Grid AI Corp. During the six months ended June 30, 2026, the Company identified a triggering event as actual operating performance and updated near-term financial projections were significantly below the projections established at the acquisition date, primarily due to delays in commercialization and customer contract execution. As a result, the Company performed a quantitative goodwill impairment assessment and recognized a goodwill impairment charge of approximately $10.1 million as of June 30, 2026. …

GoodwillAndIntangibleAssetsDisclosureTextBlock · excerpt; the full note is in the filing

Note 18 - Income Taxes The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Where applicable, the Company records a valuation allowance to reduce any deferred tax assets that it determines will not be realizable in the future. The Company recognizes the benefit of an uncertain tax position that it has taken or expects to take on income tax returns it files if such tax position is more likely than not to be sustained on examination by the taxing authorities, based on the technical merits of the position. These tax benefits are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. Although the Company believes that it has adequately reserved for uncertain tax positions (including interest and penalties), it can provide no assurance that the final tax outcome of these matters will not be materially different. The Company makes adjustments to these reserves in accordance with the income tax acc …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Recent Accounting Pronouncements In May 2025, the FASB issued ASU 2025-04, CompensationStock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606). ASU 2025-04 revises the definition of performance condition for share-based consideration payable to a customer, removes the policy election to account for forfeitures as they occur for awards with service conditions, and clarifies that ASC 606 variable consideration guidance does not apply to such awards. This guidance is effective for the Company beginning in the first quarter of 2027, with early adoption permitted, and may be applied on a modified retrospective or retrospective basis. The Company does not currently issue share-based consideration to customers and does not expect the adoption of ASU 2025-04 to have a material impact, but will continue to monitor for applicability. In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810) (ASU 2025-03), which clarifies the requirements for determining the accounting acquirer in the acquisition of a variable interest entity. ASU 2025-03 is effective beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. The amendments in this update require that an entity apply the new guidance prospectively to any acquisition transaction that occurs after the initial application date. Early adoption is permitted as of the beginning of an interim or annual reporting period. The …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Note 16 - Related Party Transactions The Company has related party transactions with AMP Solar Group Ltd. (AMP Solar Group), which holds a 25% non-controlling interest in AMP UK Holdings, a subsidiary of the Company. AMP Solar Group is part of the broader Amp Energy group of companies. Amp Z is an affiliated platform within the Amp Energy ecosystem and operates under common ownership and/or control with AMP Solar Group. As a result of this relationship, transactions between Grid AI Corp. and Amp Z are considered related party transactions. In connection with the acquisition of Grid AI Corp. on September 30, 2025, the Company assumed deferred consideration liabilities totaling $7.0 million. During the year ended December 31, 2025, the Company made payments totaling $750,000 related to this deferred consideration. As of June 30, 2026, the outstanding balance was $6.25 million. See Note 15. A significant portion of the revenue and cash flow projections utilized in the goodwill impairment analysis related to the acquisition of Grid AI Corp., as described in Note 7, is anticipated to be generated from future commercial arrangements with Amp Z. As of June 30, 2026, the applicable commercial agreements with Amp Z had not been finalized. Accordingly, the timing and amount of revenues and cash flows associated with these arrangements are subject to uncertainty and depend, among other things, on the successful negotiation and execution of definitive agreements and subsequent commercial …

RelatedPartyTransactionsDisclosureTextBlock · excerpt; the full note is in the filing

Note 21 - Segments The Company applies the provisions of ASC 280, Segment Reporting, which requires segment information to be reported based on the management approach, reflecting the manner in which the Companys Chief Operating Decision Maker (CODM) allocates resources and assesses performance. In 2025, in connection with the acquisition of Grid AI Corp. on September 30, 2025, the Company reassessed its operating and reportable segments. Based on this assessment, the Company determined that it operates through two operating and reportable segments: AI Segment consisting of the Companys artificial intelligencedriven energy technology platform focused on distributed energy resource optimization and grid-edge applications through Grid AI Corp. and its subsidiaries. GI Segment consisting of the Companys legacy biotechnology operations, including the development of targeted, non-systemic therapies for gastrointestinal diseases. The Companys Chief Executive Officer, Jason D. Sawyer, has been identified as the CODM. The CODM reviews operating results on both a segment basis and a condensed consolidated basis to evaluate performance and allocate resources. The measure of segment profit or loss is loss from operations, as reported in the condensed consolidated statements of operations. This measure is used by the CODM to assess performance and make resource allocation decisions. Segment assets are measured as total assets, as reported in the condensed consolidated balance sheets. The …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Note 2 - Significant Accounting Policies and Recent Accounting Pronouncements Use of Estimates The accompanying unaudited condensed consolidated financial statements are prepared in conformity with GAAP and include certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements (including goodwill), and the reported amounts of revenue and expense during the reporting period, including contingencies. Accordingly, actual results may differ from those estimates. Segment Information The Company operates through two operating segments: (i) its legacy biopharmaceutical business focused on the research and development of gastrointestinal therapeutic candidates, and (ii) its GridAI business, which focuses on the development and commercialization of artificial intelligence-driven energy optimization platforms and technologies. The Chief Executive Officer (CEO), as the Companys chief operating decision maker, reviews financial information and allocates resources between these two operating segments based on their respective business activities, strategic priorities, and capital requirements. This approach enables the CEO to assess the performance of each segment and make decisions regarding resource allocation and strategic direction. Reverse Stock Split On August 18, 2025, the Company effected a reverse stock split, whereby every three shares of the Companys issued …

SignificantAccountingPoliciesTextBlock · excerpt; the full note is in the filing

Note 22 - Subsequent Events Equity Awards Subsequent to June 30, 2026, the Company issued 56,000 shares of common stock upon the exercise of outstanding warrants for cash consideration. In addition, the Company issued 2,950 shares of common stock in settlement of outstanding accounts payable to Martin-Krusin-Elbaum. The Company also issued 50,000 shares of common stock to LMC Communications Inc. in settlement of the $202,900 common stock payable outstanding at June 30, 2026, as further disclosed in Note 9. Additionally, 108,932 shares of common stock were issued in connection with the July 2026 financing transactions. Financing Transactions On July 1, 2026, the Company entered into a securities purchase agreement (the Purchase Agreement) with the purchasers identified therein pursuant to which the Company agreed to sell in private placements an aggregate of (i) 108,932 shares of common stock, (ii) pre-funded warrants to purchase up to 1,742,991 shares of common stock and (iii) common stock purchase warrants to purchase up to 1,851,923 shares of common stock, for aggregate gross proceeds of approximately $8.5 million. The combined purchase price for one share of common stock, or one pre-funded warrant in lieu thereof, together with one common warrant was $4.59 per unit. The Company intends to use the net proceeds for general corporate purposes, which may include acquisitions, repayment of outstanding debt and working capital. The closing occurred on July 7, 2026, subject to th …

SubsequentEventsTextBlock · excerpt; the full note is in the filing