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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): July 20, 2026
Niki BioSolutions, Inc.
(Exact name of Registrant as Specified in Its Charter)
| Delaware |
|
001-38764 |
|
42-3265309 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| |
116
Village Boulevard, Suite 200,
Princeton, NJ
08540 |
|
| |
(Address of Principal Executive Offices, including zip code) |
|
Registrant’s Telephone
Number, Including Area Code: 609-951-2222
Aptorum Group Limited
17 Hanover Square
London W1S 1BN, United Kingdom
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on
which registered |
| Common stock, par value $0.0001 per share |
|
NIKI |
|
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
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. ☐
Introductory Note
Terms used in this Current Report on Form 8-K
(this “Report”) but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall
have the meaning given to such terms in the definitive proxy statement/prospectus (as supplemented or amended, the “Proxy Statement/Prospectus”),
originally filed pursuant to Rule 424(b)(3) with the Securities and Exchange Commission (the “SEC”) on October 6, 2025, by
Aptorum Group Limited, a Cayman Islands exempted company with limited liability (“Aptorum”), and which forms a part of the
Registration Statement on Form S-4 (Registration No. 333-290742), which the SEC declared effective on May 13, 2026.
Item 2.01. Completion of Acquisition or Disposition
of Assets.
On July 20, 2026 (the “Closing Date”),
after obtaining the requisite shareholder approval and satisfying the closing conditions, Aptorum consummated its previously announced
merger (the “Closing”) pursuant to that certain Agreement and Plan of Merger on July 14, 2025, (the “Merger Agreement”),
between Aptorum and DiamiR Biosciences Corp., a Delaware corporation (“DiamiR”), pursuant to which, among other matters, Aptorum
was to form a direct, wholly owned subsidiary in the state of Delaware (“Merger Sub”).
Pursuant to the terms of the Merger Agreement and as described in the sections
titled “Prospectus Summary” and “The Domestication Proposal” of the Proxy Statement/Prospectus,
immediately prior to the Closing on July 20, 2026, Aptorum affected a domestication under Section 388 of the General Corporation Law of
the State of Delaware (the “DGCL”) and Section 206 of the Companies Act (as revised) of the Cayman Islands (the “Domestication”),
pursuant to which Aptorum transferred by way of continuation to and became a Delaware corporation. On July 20, 2026, immediately following
the Domestication, Merger Sub merged with and into DiamiR in accordance with the applicable provisions of the DGCL, with DiamiR continuing
as the surviving company and a wholly-owned subsidiary of Aptorum (the “Merger”). As part of the Domestication, Aptorum changed
its name to Niki BioSolutions, Inc. (the “Company” or “Niki”) and filed Niki’s Certificate of Incorporation
with the Delaware Secretary of State, which replaced Aptorum’s memorandum and articles in effect as of such time. In connection
with the Merger, the Company’s common stock, par value $0.0001 per share (the “Niki Common Stock”), trades on Nasdaq
under the symbol “NIKI”. In connection with the name change, the CUSIP number for the Niki Common Stock is 653942 102.
Following the Domestication, each then issued and outstanding Class A
ordinary share of Aptorum converted automatically, on a one-for-one basis, into a share of Niki’s common stock, par value $0.0001
per share (the “Niki Common Stock”), and each then issued and outstanding Class B ordinary share of Aptorum converted
automatically into a share of Niki Common Stock and a share of Niki’s non-voting and non-convertible Series A preferred
stock (the “Series A Preferred Stock”). Accordingly, a total of 814,375 shares of Niki Common Stock and 179,693 shares
of Series A Preferred Stock, respectively, were issued to Aptorum’s existing shareholders.
Pursuant to the Merger, each then-outstanding share of DiamiR’s
common stock were converted into a number of shares of Niki Common Stock equal to the Conversion Ratio, which was the number resulting
from dividing (i) 0.4102, which is the quotient of dividing the total number of Aptorum ordinary shares on a fully diluted basis by the
total number of shares of DiamiR common stock on a fully diluted basis, by (ii) three-seventh (3/7). Accordingly, a total of 1,979,216 shares
of Niki Common Stock were issued to current stockholders of DiamiR; no shares of Series A Preferred Stock was issued to any current DiamiR
stockholders.
Pursuant to the terms of the Merger Agreement
and as described in the section titled “The SIP” of the Proxy Statement/Prospectus, Niki also adopted, as approved
by the requisite shareholder votes, the 2026 Incentive Plan (referred to as the 2025 Incentive Plan in the Proxy Statement/Prospectus).
Concurrently with the execution of the Merger Agreement, DiamiR and Aptorum
Therapeutics Limited, a wholly owned subsidiary of Aptorum (“Aptorum Therapeutics”), entered into a management services agreement
(as amended, the “Management Services Agreement”), which terminated as of the closing of the transaction contemplated by the
Merger Agreement. In addition, concurrently with the execution of the Merger Agreement, DiamiR, DiamiR, LLC, a wholly owned subsidiary
of DiamiR, Aptorum and Aptorum Therapeutics entered into an intellectual property license agreement (“Licensing Agreement”),
pursuant to which DiamiR and DiamiR, LLC shall license on a non-exclusive basis their respective intellectual properties to Aptorum Therapeutics
in exchange for upfront and periodic payments and royalties until the earlier of the closing of the Merger or July 31, 2026, and therefore
it terminated as of the Closing. The parties also entered into a Voting and Support Agreement, as well as a Stockholder Agreement (collectively
with the Management Services Agreement and Licensing Agreement, the “Transaction Documents”), pursuant to which certain parties
agreed to vote in favor of certain corporate actions. The final form of Stockholder Agreement is filed as Exhibit 10.4 hereto; it includes
a reduction in the ownership percentage required to be a signatory thereto after further negotiations between the parties. Reference is
made to the section of the Proxy Statement/Prospectus titled “Related Agreements” beginning on page 6, which is incorporated
herein by reference.
The foregoing
description of the Merger Agreement, Transaction Documents, Certificate of Incorporation, Bylaws, and 2026 Incentive Plan do
not purport to be complete and is qualified in its entirety by reference to the Merger Agreement and Transaction Documents, each of which
are attached hereto as exhibits and incorporated herein by reference.
The following table lists the individuals who will serve as directors
of Niki.
| Name |
|
Position |
| |
|
|
| Ian Huen |
|
Chairman |
| Kira Sheinerman |
|
Director |
| Justin Wu |
|
Independent Director |
| Douglas Arner |
|
Independent Director |
| Laura A. Philips |
|
Independent Director |
| Alidad Mireskandari |
|
Board Observer |
Item
3.03 Material Modifications to Rights of Security Holders.
The disclosure set forth in Item 2.01 of this
Current Report is incorporated herein by reference.
As of July 20, 2026, Aptorum effectuated a 10
for 1 share consolidation of its authorized share capital, such that every 10 Class A Ordinary Shares, par value of US$0.00001 per share,
in the authorized share capital of Aptorum (including issued and unissued share capital) be consolidated into 1 Class A Ordinary Share,
par value of US$0.0001 per share, and that every 10 Class B Ordinary Shares, par value of US$0.00001 per share in the authorized share
capital of Aptorum (including issued and unissued share capital) be consolidated into 1 Class B Ordinary Share, par value of US$0.0001
per share (the “Share Consolidation” or “Reverse Split”).
The Reverse Split was approved by the Company’s
shareholders on June 9, 2026 and Aptorum’s board of directors approved implementing the Reverse Split effective as of July 20, 2026.
Accordingly, the Reverse Split was effective and the Class A Ordinary Shares began trading on a split-adjusted basis when the market opened
on July 20, 2026.
Immediately prior to the Share Consolidation, Aptorum had 6,346,823 Class
A Ordinary Shares outstanding and 1,796,934 Class B Ordinary Shares outstanding. Following the Share Consolidation, there are 634,682
Class A Ordinary Shares outstanding and 179,693 Class B Ordinary Shares outstanding (these numbers are based on the current number of
shares outstanding and are subject to change, in either direction, once the Reverse Split is effected on an individual basis). As a result
of the Reverse Split, the Company’s authorized share capital was US$100,000,000 divided into 999,999,600 Class A Ordinary Shares
with a par value of US$0.0001 each and 400,000 Class B Ordinary Shares with a par value of US$0.0001 each.
In connection with the Merger, the Company adopted
a set of Bylaws. The material terms of the Company’s Certificate of Incorporation and Bylaws and the general effect upon the rights
of holders of Niki Common Stock are discussed in the Proxy Statement/Prospectus in the section titled “The Domestication Proposal”
beginning on page 106, which is incorporated herein by reference. Reference is also made to the sections of the Proxy Statement/Prospectus
titled “Description of Share Capital – Aptorum Delaware” and “Comparison of Corporate Governance and
Shareholder Rights” beginning on pages 255 and 257 respectively, which are incorporated herein by reference. Reference is also
made to the sections of the Proxy Statement/Prospectus titled “Proposal No. 1 - Share Consolidation Proposal” beginning
on page 102, which is incorporated herein by reference.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
The information set forth in Item 2.01 of this
Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
The information set forth in Item 2.01 and 3.03
of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
A certificate of designation of the preferences, rights
and limitations creating the Series A Preferred Stock was filed with the Secretary of the State of Delaware, to be effective as of the
Closing Date (the “Series A COD”).
Pursuant to the Series A COD, the Company designated
1,810,000 shares of preferred stock as Series A Preferred Stock, par value of $0.0001 per share. The holders of Series A Preferred Stock
do not have any voting rights and shares of Series A Preferred Stock are not convertible. The Series A Preferred Stock is not redeemable.
Upon the completion of a distribution pursuant to a sale or other disposition of all or substantially all of Niki’s assets, certain
mergers, consolidations and transfers of securities, and any liquidation, dissolution or winding up of Niki, the holders of Series A Preferred
Stock are entitled to receive a distribution of any proceeds based on the 70/30 allocation with the holders of Common Stock, as used in
the Merger (as adjusted for any stock splits, stock dividends, combinations, recapitalizations or the like with respect to the Series
A preferred stock), plus declared but unpaid dividends on such share.
The foregoing description of the Series A COD is qualified by reference
to the full text of the certificate of designation, a copy of which is attached hereto as Exhibit 3.3.
Item
8.01 Other Events.
On July 16, 2026, Aptorum distributed a press release announcing the
Merger and related actions. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated
by reference herein.
This Form 8-K shall not
constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities of Aptorum or DiamiR
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(a) Financial
Statements of Businesses or Funds Acquired.
The financial statements required
by Item 9.01(a) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later than 71 days after the date this report
on Form 8-K must be filed.
(b) Pro
Forma Financial Information.
The
pro forma financial statements required by Item 9.01(b) of Form 8-K will be filed by amendment to this Current Report on Form 8-K no later
than 71 days after the date this report on Form 8-K must be filed.
(d) Exhibits.
| Exhibit |
|
Description |
| 2.1 |
|
Merger Agreement by and between Aptorum and DiamiR, dated July 14, 2025 (1) |
| 3.1 |
|
Articles of Incorporation for Niki BioSolutions, Inc. (Filed herewith) |
| 3.2 |
|
Form of Bylaws for Niki BioSolutions, Inc.
(Filed herewith) |
| 3.3 |
|
Certificate of designation of the preferences, rights and limitations creating the Series A Preferred Stock (Filed herewith) |
| 10.1 |
|
Management Services Agreement by and between Aptorum Therapeutics and DiamiR, dated July 14, 2025 (1) |
| 10.2 |
|
Intellectual Property License Agreement by and between Aptorum Therapeutics, DiamiR LLC, and DiamiR, dated July 14, 2025 (1) |
| 10.3 |
|
Voting and Support Agreement by and between Aptorum and its major shareholder, dated July 14, 2025 (1) |
| 10.4 |
|
Form of Stockholders Agreement (Filed herewith) |
| 10.3 |
|
Amendment to the Management Services Agreement dated as of December 2, 2025 (2) |
| 10.4 |
|
Second Amendment to the Management Services Agreement dated as of March 10, 2026 (3) |
| 10.5 |
|
Third Amendment to the Management Services Agreement dated as of June 22, 2026 (4) |
| 99.1 |
|
Press Release (Filed herewith) |
| 99.2 |
|
2026 Incentive Plan (Filed herewith) |
| * | Certain schedules have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. A copy of any omitted schedule will be furnished to the SEC upon request. |
| (1) | Incorporated by reference to the Current Report on Form 6-K
filed on July 22, 2025 |
| (2) | Incorporated by reference to the Current Report on Form 6-K/A
filed on December 5, 2025 |
| (3) | Incorporated by reference to the Current Report on Form 6-K/A
filed on March 26, 2026 |
| (4) | Incorporated by reference to the Current Report on Form 6-K/A
filed on June 22, 2026 |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 20, 2026
| |
NIKI BIOSOLUTIONS, INC. |
| |
|
|
| |
By: |
/s/ Ian Huen |
| |
|
Ian Huen |
| |
|
Chief Executive Officer |
Exhibit 99.1
Aptorum Group Provides Update on DiamiR Biosciences
Merger
Post-Merger company,
Niki BioSolutions, Inc., to Trade on Nasdaq Under Ticker “NIKI”
Aptorum Group
Announces 1-for-10 Reverse Share Split and Delaware Redomestication in Connection with the Merger
The Merger is
Expected to Close in July 2026
NEW YORK, NY— July 16, 2026 / GLOBE NEWSWIRE
/ — Aptorum Group Limited, a Cayman Islands exempted company with limited liability
(NASDAQ: APM) (“Aptorum Group” or “Aptorum” or “Company”),
a clinical stage biopharmaceutical company dedicated to addressing unmet medical needs, today announced that the closing of its
merger with DiamiR Biosciences Corp. (“Merger”) is anticipated to take place on or about July 20, 2026. DiamiR Biosciences
Corp. is a developer and provider of innovative blood-based tests offered through its CLIA-certified, CAP-accredited laboratory for brain
health and other conditions. In connection with the Merger, Aptorum intends to effect a share
consolidation of its issued and outstanding class A and class B ordinary shares at a ratio of 1-to-10 (“Reverse Split”). The
Reverse Split was approved by Aptorum’s shareholders on June 9, 2026, at which time the shareholders also approved various transactions
required to take place in connection with the anticipated closing of the Merger. In
connection with the Merger, Aptorum shall redomicile as a Delaware company, under the name
Niki BioSolutions, Inc. It is expected that as of the market open on July 20, 2026, the Company
will trade shares of common stock on The Nasdaq Capital Market, under the new name Niki BioSolutions, Inc., new trading symbol “NIKI,”
and new CUSIP number 653942 102, on a split-adjusted basis. The Reverse Split is intended
to increase the per share trading price of the post-Merger Company’s common stock to enable the post-Merger Company to maintain
compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market.
The Reverse Split will
reduce the current number of Aptorum’s outstanding class A ordinary shares and outstanding class B ordinary shares from approximately
6,346,823 shares and 1,796,934 shares, respectively, to approximately 634,682 shares and 179,693 shares, respectively. Aptorum’s
total authorized number of shares will also be reduced in connection with the Reverse Split and the par value of both class A ordinary
shares and class B ordinary shares shall increase from $0.00001 to $0.0001 per share. Proportional adjustments will also be made to the
exercise and conversion prices of Aptorum’s outstanding stock options, warrants, and convertible securities, and to the number of
shares issued and issuable under Aptorum’s stock incentive plans. The Reverse Split will affect
all holders of Aptorum stock uniformly and (before giving effect to any share issuances pursuant to the Merger), will not alter any stockholder’s
percentage ownership interest in Aptorum. No fractional shares will be issued; fractional shares will be rounded up to the
nearest whole number at the broker level, not at the individual beneficial level. The Reverse Split only impacts Aptorum’s shares
outstanding and authorized capital; it does not impact the post-Merger entity shares.
Aptorum shareholders
holding their shares electronically in book-entry form are not required to take any action to receive post-split shares. Aptorum shareholders
holding shares through a bank, broker, or other nominee will have their positions automatically adjusted to reflect the Reverse Split,
subject to their brokers’ particular processes, and will not be required to take any action in connection with the Reverse Split. For
those Aptorum shareholders holding physical stock certificates, the Company’s transfer agent, Continental Stock Transfer & Trust,
will send instructions for exchanging those certificates for shares held electronically in book-entry form or for new certificates, in
either case representing the post-split number of shares. Continental Stock Transfer & Trust can be reached at 212-845-3256.
About Aptorum Group
Aptorum
Group Limited (Nasdaq: APM) is a clinical stage biopharmaceutical company dedicated to the discovery, development and commercialization
of therapeutic assets to treat diseases with unmet medical needs, particularly in oncology (including orphan oncology indications) and
infectious diseases. For more information, please visit the company’s website at www.aptorumgroup.com.
About DiamiR Biosciences
DiamiR Biosciences
Corp. (“DiamiR”) is a private molecular diagnostics company focused on developing and commercializing minimally invasive
tests offered through its CLIA-certified, CAP-accredited laboratory for early detection and monitoring of brain health conditions and
other diseases in clinical trials and clinical practice settings. DiamiR’s proprietary platform technology, protected by over 50
issued patents worldwide, is based on quantitative analysis of organ-enriched, including brain-enriched and inflammation-associated, microRNA
signatures in plasma for screening, patient stratification, as well as disease progression and treatment monitoring. In addition, DiamiR
offers protein and genetic biomarker analyses. DiamiR collaborates with leading academic centers, disease foundations, and biopharma companies.
For more information, please visit the company’s website at www.diamirbio.com and connect
with DiamiR on LinkedIn.
Merger between Aptorum Group and DiamiR Biosciences
As was previously announced on July 16, 2025,
Aptorum Group and DiamiR entered into a definitive agreement for an all-stock merger transaction. On June 9, 2026 shareholders of both
companies approved the merger. The completion of the merger remains subject to the satisfaction or waiver of the remaining customary closing
conditions described in the merger agreement. The companies currently expect the transaction to close before fiscal 2027. Upon closing
of the merger, DiamiR will become a wholly-owned subsidiary of Aptorum Group, and the combined company will be renamed Niki BioSolutions,
Inc., a Delaware company.
Forward Looking Statements
This press release contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often use words such as “believe,”
“may,” “will,” “estimate,” “target,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “propose,” “plan,” “project,”
“forecast,” “predict,” “potential,” “seek,” “future,” “outlook,”
and similar variations and expressions. Forward-looking statements are those that do not relate strictly to historical or current facts.
Examples of forward-looking statements may include, among others, statements regarding the consummation and closing of the proposed merger,
the satisfactory completion of all conditions to the merger, the effect of the reverse stock split, Aptorum’s and DiamiR’s
ability to successfully operate its business and provide value to stockholders after completion of the merger, Aptorum’s and DiamiR’s
future financial, business and operating performance and goals; annualized recurring revenue and customer retention; ongoing, future or
ability to maintain or improve its financial position, cash flows, and liquidity and its expected financial needs; potential financing
and ability to obtain financing; acquisition strategy and proposed acquisitions and, if completed, their potential success and financial
contributions; strategy and strategic goals, including being able to capitalize on opportunities; expectations relating to Aptorum’s
and DiamiR’s industry, outlook and market trends; total addressable market and serviceable addressable market and related projections;
plans, strategies and expectations for increasing revenue and executing growth initiatives. Because forward-looking statements relate
to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of
which are outside of our control. Forward-looking statements are not guarantees of future performance, and our actual results of operations,
financial condition and liquidity and development of the industries in which Aptorum and DiamiR operate may differ materially from those
made in or suggested by the forward-looking statements. Therefore, investors should not rely on any of these forward-looking statements.
Factors that may cause actual results to differ materially include changes in the markets in which Aptorum and DiamiR operate, the financial
markets, economic, business and regulatory and other factors, such as Aptorum’s and DiamiR’s ability to execute on their strategies.
More detailed information about risk factors can be found in the Aptorum’s Annual Report on Form 20-F under the heading “Risk
Factors,” and in other reports filed by the Aptorum, including reports on Form 6-K and the registration statement on Form S-4 (File
No. 333-290742) that the SEC declared effective on May 13, 2026. Aptorum and DiamiR do not undertake any duty to update forward-looking
statements after the date of this press release.
No Offer or Solicitation
This communication is not intended to and shall
not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any proxy,
consent, authorization, vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made, except by means of a prospectus meeting the requirements of the U.S. Securities Act of 1933, as amended.
Additional Information About the Proposed Merger
and Where to Find It
In connection with the merger, Aptorum filed a
current report on Form 6-K to disclose additional details about the merger and a registration statement on Form S-4 with the SEC. Investors
and security holders of Aptorum are advised to read the Form S-4, and amendments thereto because they contain important information about
the transaction and the parties to the transaction, and are urged to read the prospectus and the other relevant materials before making
any investment decision with respect to the Merger. Shareholders can obtain copies of the documents, without charge, at the SEC’s website
at www.sec.gov or by directing a request to: Ian Huen, telephone: +44 20 80929299.
This news release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state
or jurisdiction. A copy of Aptorum’s registration statement on Form S-4 can be viewed on the SEC’s website.
For more information, please contact:
Aptorum Group Limited
Investor Relations Department
investor.relations@aptorumgroup.com
+44 20 80929299
Exhibit 99.2
NIKI BIOSOLUTIONS, INC.
2026 EQUITY INCENTIVE PLAN
SECTION 1. PURPOSE
The
purposes of this Equity Incentive Plan (the “Plan”) are to encourage selected employees, officers, directors and consultants
of NIKI BIOSOLUTIONS, INC. (together with any successor thereto, the “Company”) and its
Affiliates (as defined below) to acquire a proprietary interest in the growth and performance of the Company, to generate an increased
incentive to contribute to the Company’s future success and prosperity, thus enhancing the value of the Company for the benefit
of its stockholders, and to enhance the ability of the Company and its Affiliates to attract and retain exceptionally qualified individuals
upon whom, in large measure, the sustained progress, growth and profitability of the Company depend.
SECTION 2. DEFINITIONS
As used in the Plan, the following
terms shall have the meanings set forth below:
(a) “Affiliate” shall mean (i) any
entity that, directly or through one or more intermediaries, is controlled by the Company and (ii) any entity in which the Company has
a significant equity interest, as determined by the Board of Directors (the “Board”) or the Committee.
(b) “Award” shall mean any Option,
Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent, or Other Stock-Based Award
granted under the Plan.
(c) “Award Agreement” shall mean any
written agreement, contract, or other instrument or document evidencing any Award granted under the Plan.
(d) “Code” shall mean the Internal
Revenue Code of 1986, as amended from time to time.
(e) “Consultant” shall mean a consultant
or adviser who provides bona fide services to the Company or an Affiliate as an independent contractor. Service as a consultant shall
be considered employment for all purposes of the Plan, except for purposes of satisfying the requirements of Incentive Stock Options.
(f) “Committee” shall mean a committee
of not fewer than two members, each of whom is a member of the Board and all of whom are disinterested persons, as contemplated by Rule
16b-3 (“Rule 16b-3”) promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”) and each
of whom is an outside director for purposes of Section 162(m) of the Code, acting in accordance with the provisions of Section 3, designated
by the Board to administer the Plan.
(g) “Director” shall mean any director
of the Company or of any Affiliate.
(h) “Dividend Equivalent” shall mean
any right granted under Section 6(e) of the Plan.
(i) “Employee” shall mean any employee
of the Company or of any Affiliate.
(j) “Fair Market Value” shall mean,
with respect to any property (including, without limitation, any Shares or other Securities), the fair market value of such property determined
by such methods or procedures as shall be established from time to time by the Board or the Committee.
(k) “Incentive Stock Option” shall
mean an option granted under Section 6(a) of the Plan that is intended to meet the requirements of Section 422 of the Code, or any successor
provision thereto.
(l) “Non-Qualified Stock Option” shall
mean an option granted under Section 6(a) of the Plan that is not intended to be an Incentive Stock Option.
(m) “Officer” shall mean any officer
of the Company or of any Affiliate who performs a policy and decision making functions, or any other person who performs similar policy
and decision making functions for the Company.
(n) “Option” shall mean an Incentive
Stock Option or a Non-Qualified Stock Option.
(o) “Other Stock-Based Award” shall
mean any right granted under Section 6(f) of the Plan.
(p) “Participant” shall mean any person
that renders bona fide services to the Company (including, without limitation, the following: a person employed by the Company or an Affiliate
in a key capacity; an officer or director of the Company; a person engaged by the Company as a consultant; or a lawyer, law firm, accountant
or accounting firm) who receives an Award under the Plan.
(q) “Performance Award” shall mean
any right granted under Section 6(d) of the Plan.
(r) “Person” shall mean any individual,
corporation, partnership, association, joint-stock company, trust, unincorporated organization, or government or political subdivision
thereof.
(s) “Released Securities” shall mean
shares of Restricted Stock as to which all restrictions imposed by the Board or the Committee have expired, lapsed, or been waived.
(t) “Restricted Stock” shall mean
any Share granted under Section 6(c) of the Plan.
(u) “Restricted Stock Unit” shall
mean any right granted under Section 6(c) of the Plan that is denominated in Shares.
(v) “Shares” shall mean the shares
of common stock of the Company, $0.0001 par value, and such other securities or property as may become the subject of Awards, or become
subject to Awards, pursuant to an adjustment made under Section 4(b) of the Plan.
(w) “Stock Appreciation Right” shall
mean any right granted under Section 6(b) of the Plan.
SECTION 3. ADMINISTRATION
The Plan shall be administered
by the Board; provided, however, that the Board may delegate such administration to the Committee.
Subject to the provisions
of the Plan, the Board and/or the Committee shall have authority to (a) determine the type or types of Awards to be granted to each Participant
under the Plan; (b) determine the number of Shares to be covered by (or with respect to which payments, rights, or other matters are to
be calculated in connection with) Awards; (c) determine the terms and conditions of any award; (d) determine the time or times when each
Award shall become exercisable and the duration of the exercise period; (e) determine whether, to what extent, and under what circumstances
Awards may be settled in or exercised for cash, Shares, other securities, other Awards, or other property, or canceled, forfeited, or
suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (f) determine whether,
to what extent, and under what circumstances cash, shares, other securities, other Awards, other property, and other amounts payable with
respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Board or
the Committee; (g) construe and interpret the Plan; (h) promulgate, amend and rescind rules and regulations relating to its administration,
and correct defects, omissions and inconsistencies in the Plan or any Award; (i) consistent with the Plan and with the consent of the
Participant, as appropriate, amend any outstanding Award or amend the exercise date or dates; (j) determine the duration and purpose of
leaves of absence which may be granted to Participants without constituting termination of their employment for the purpose of the Plan;
and (k) make all other determinations necessary or advisable for the Plan’s administration. The Board and the Committee’s
interpretation and construction of any provisions of the Plan or of any Award shall be conclusive and final. No member of the Board or
the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Award.
In the case of any Award that
is intended to qualify as performance-based compensation for purposes of Section 162(m) of the Code, once the Award is made, neither the
Board nor Committee shall have discretion to increase the amount of compensation payable under the Award that would otherwise be due upon
attainment of the performance goal.
SECTION 4. SHARES AVAILABLE FOR AWARDS
(a) SHARES
AVAILABLE. Subject to adjustment as provided in Section 4(b):
(i) CALCULATION
OF NUMBER OF SHARES AVAILABLE. The maximum number of Shares reserved and available for granting
Awards under the Plan shall be an aggregate of (i) 4,500,000shares of Common Stock, and (ii) on
each January 1, starting with January 1, 2027, an additional number of shares equal to the lesser of (A) 5% of the outstanding number
of Shares (on a fully-diluted basis) on the immediately preceding December 31, and (B) such lower number of Shares as may
be determined by the Committee, subject in all cases to adjustment as provided in Section 4(b) below.Further, if, after the
effective date of the Plan, any Shares covered by an Award granted under the Plan or to which such an Award relates, are forfeited, or
if an Award otherwise terminates without the delivery of Shares or of other consideration, then the Shares covered by such Award, or to
which such Award relates, or the number of Shares otherwise counted against the aggregate number of Shares available under the Plan with
respect to such Award, to the extent of any such forfeiture or termination, shall again be, or shall become, available for granting Awards
under the Plan.
In the event of any forward or reverse stock
splits, recapitalizations, or combination of the authorized, issued and outstanding shares of common stock, the aforesaid maximum 4,500,000
shares of common stock, as adjusted as per section 4(a)(i) above, and the exercise prices of Awards and Shares granted under the Plan
shall be appropriately adjusted, as per Section 4(b) below.
(ii) ACCOUNTING
FOR AWARDS. For purposes of this Section 4,
(A) if an Award (other than a Dividend Equivalent)
is denominated in Shares, the number of Shares covered by such Award, or to which such Award relates, shall be counted on the date of
grant of such Award against the aggregate number of Shares available for granting Awards under the Plan; and
(B) Dividend Equivalents and
Awards not denominated in Shares shall not be counted against the aggregate number of Shares available for granting Awards under the Plan.
(iii)
SOURCES OF SHARES DELIVERABLE UNDER AWARDS. Any shares delivered pursuant to an Award may consist, in whole or in part, of authorized
and unissued Shares or of Treasury Shares.
(b) ADJUSTMENTS.
In the event that the Board or the Committee shall determine that any dividend or other distribution (whether in the form of cash, Shares,
other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up,
spin-off, combination, purchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase
Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment
is determined by the Board or the Committee to be appropriate in order to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan, then the Board or the Committee shall, in such manner as it may deem equitable,
adjust any or all of (i) the number and type of Shares (or other securities or property) which thereafter may be made the subject of Awards,
(ii) the number and type of Shares (or other securities or property) subject to outstanding Awards, (iii) the number and type of Shares
(or other securities or property) specified as the annual per-participant limitation under Section 6(g)(vi), and (iv) the grant, purchase,
or exercise price with respect to any Award, or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding
Award; provided, however, in each case, that with respect to Awards of Incentive Stock Options no such adjustment shall be authorized
to the extent that such authority would cause the Plan to violate Section 422(b)(1) of the Code or any successor provision thereto; and
provided, further, however, that the number of Shares subject to any award denominated in Shares shall always be a whole number.
SECTION 5. ELIGIBILITY
Any Employee, Officer, Director
or Consultant of the Company shall be eligible to receive Awards under the Plan. The Board shall approve any Awards granted to members
of the Committee.
SECTION 6. AWARDS
(a) OPTIONS.
The Board and the Committee are hereby authorized to grant Options which are consistent with the provisions of the Plan, as the Board
or the Committee shall determine:
(i) EXERCISE PRICE. The
exercise price per Share of each Option shall be determined by the Board or the Committee; provided, however, that such exercise
price per Share under any Incentive Stock Option shall not be less than 100% (110% in the case of a “10-percent
stockholder” as such term is used in Section 422(c)(5) of the Code) of the Fair Market Value of a Share on the date of grant
of such Incentive Stock Option.
(ii) OPTION TERM. The term
of each Option shall be fixed by the Board or the Committee, provided that no Incentive Stock Option shall have a term greater than
10 years (5 years in the case of a “10-percent stockholder”) as such term is used in Section 422(c)(5) of the Code).
(iii) TIME AND METHOD OF
EXERCISE. The Board or the Committee shall determine the time or times at which an Option may be exercised in whole or in part, and
the method or methods by which, property, or any combination thereof, having a Fair Market Value on the exercise date equal to the
relevant exercise price, in which, payment of the exercise price with respect thereto may be made or deemed to have been made.
(iv) INCENTIVE
STOCK OPTIONS. The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section
422 of the Code, or any successor provision thereto, and any regulations promulgated thereunder.
(b) STOCK APPRECIATION
RIGHTS. The Board and the Committee are hereby authorized to grant Stock Appreciation Rights. A Stock Appreciation Right granted
under the Plan shall confer on the holder thereof a right to receive, upon exercise thereof, the excess of (1) the Fair Market Value
of one Share on the date of exercise or, if the Board or the Committee shall so determine in the case of any such right other than
one related to any Incentive Stock Option, at any time during a specified period before or after the date of exercise over (2) the
grant price of the right as specified by the Board or the Committee. Subject to the terms of the Plan, the grant price, term,
methods of exercise, methods of settlement, and any other terms and conditions of any Stock Appreciation Right shall be as
determined by the Board or the Committee. The Board and the Committee may impose such conditions or restrictions on the exercise of
any Stock Appreciation Right as it may deem appropriate.
(c) RESTRICTED
STOCK AND RESTRICTED STOCK UNITS.
(i) ISSUANCE. The Board and the Committee
are hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units.
(ii) RESTRICTIONS. Shares
of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Board or the Committee may impose
(including, without limitation, any limitation on the right to receive any dividend or other right or property), which restrictions
may lapse separately or in combination at such time or times, in such installments or otherwise, as the Board or the Committee may
deem appropriate.
(iii) REGISTRATION. Any
Restricted Stock granted under the Plan may be evidenced in such manner as the Board or the Committee may deem appropriate,
including, without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock
certificate is issued in respect of Shares of restricted Stock granted under the Plan, such certificate shall be registered in the
name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such
Restricted Stock.
(iv) FORFEITURE.
Except as otherwise determined by the Board or the Committee, upon termination of employment (as determined under criteria established
by the Board or the Committee) for any reason during the applicable restriction period, all Shares of Restricted Stock and all Restricted
Stock Units still, in either case, subject to restriction shall be forfeited and reacquired by the Company; provided, however, that the
Board or the Committee may, when it finds that a waiver would be in the best interests of the Company, waive in whole or in part any or
all remaining restrictions with respect to Shares of Restricted Stock or Restricted Stock Units. Unrestricted Shares, evidenced in such
manner as the Board or the Committee shall deem appropriate, shall be delivered to the Participant promptly after such Restricted Stock
shall become Released Securities.
(d) PERFORMANCE AWARDS.
The Board and the Committee are hereby authorized to grant Performance Awards. Subject to the terms of the Plan, a Performance Award
granted under the Plan (i) may be denominated or payable in cash, Shares (including, without limitation, Restricted Stock), other
securities, other Awards, or other property and (ii) shall confer on the holder thereof rights valued as determined by the Board or
the Committee and payable to, or exercisable by, the holder of the Performance Award, in whole or in part, upon the achievement of
such performance goals during such performance periods as the Board or the Committee shall establish. Subject to the terms of the
Plan and any applicable Award Agreement, the performance goals to be achieved during any performance period, the length of any
performance period, the amount of any Performance Award granted, and the amount of any payment or transfer to be made pursuant to
any Performance Award shall be determined by the Board or the Committee. The goals established by the Board or the Committee shall
be based on any one, or combination of, earnings per share, return on equity, return on assets, total stockholder return, net
operating income, cash flow, revenue, economic value added, increase in Share price or cash flow return on investment, or any other
measure the Board or the Committee deems appropriate. Partial achievement of the goal(s) may result in a payment or vesting
corresponding to the degree of achievement.
(e) DIVIDEND
EQUIVALENTS. The Board and the Committee are hereby authorized to grant Awards under which the holders thereof shall be entitled to
receive payments equivalent to dividends or interest with respect to a number of Shares determined by the Board or the Committee,
and the Board and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in additional Shares
or otherwise reinvested. Subject to the terms of the Plan, such Awards may have such terms and conditions as the Board or the
Committee shall determine.
(f) OTHER STOCK-BASED AWARDS. The Board
and the Committee are hereby authorized to grant such other Awards that are denominated or payable in, valued in whole or in part by reference
to, or otherwise based on or related to, Shares (including, without limitation, securities convertible into Shares), as are deemed by
the Board or the Committee to be consistent with the purposes of the Plan, provided, however, that such grants must comply with applicable
law. Subject to the terms of the Plan, the Board or the Committee shall determine the terms and conditions of such Awards.
(g)
GENERAL.
(i) NO CASH CONSIDERATION FOR AWARDS.
Awards shall be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law.
(ii) AWARDS MAY BE GRANTED SEPARATELY
OR TOGETHER. Awards may, in the discretion of the Board or the Committee, be granted either alone or in addition to, in tandem with, or
in substitution for any other award granted under any other plan of the Company or any Affiliate. Awards granted in addition to or in
tandem with other awards, or in addition to or in tandem with awards granted under any other plan of the Company or any Affiliate, may
be granted either at the same time or at a different time from the grant of such other awards.
(iii)
FORMS OF PAYMENT UNDER AWARDS. Subject to the terms of the Plan and of any applicable Award Agreement, payments or transfers to be made
by the Company or an Affiliate upon the grant, exercise, or payment of an Award may be made in such form or forms as the Board or the
Committee shall determine, including, without limitation, cash, shares, other securities, other awards, or other property, or any combination
thereof, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case in accordance with rules
and procedures established by the Board or the Committee. Such rules and procedures may include, without limitation, provisions for the
payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents in respect
of installment or deferred payments.
(iv) LIMITS ON TRANSFER OF AWARDS. No
Award (other than Released Securities), and no right under any such Award, shall be assignable, alienable, saleable, or transferable by
a Participant otherwise than by will or by the laws of descent and distribution; provided, however, that, if so determined by the Board
or the Committee, a Participant may, in the manner established by the Board or the Committee, (a) designate a beneficiary or beneficiaries
to exercise the rights of the Participant, and to receive any property distributable, with respect to any Award upon the death of the
Participant or (b) transfer any Award other than an Incentive Stock Option for bona fide estate planning purposes. Each Award, and each
right under any Award, shall be exercisable, during the Participant’s lifetime, only by the Participant, a permitted transferee
or, if permissible under applicable law, by the Participant’s guardian or legal representative. No Award (other than Released Securities),
and no right under any such Award, may be pledged, alienated, attached, or otherwise encumbered, and any purported pledge, alienation,
attachment, or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate.
(v) TERM OF AWARDS. The term of each Award
shall be for such period as may be determined by the Board or the Committee; provided, however, that in no event shall the term of any
Incentive Stock Option exceed a period of ten years from the date of its grant.
(vi)
SHARE CERTIFICATES. All certificates for Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof
shall be subject to such stop transfer orders and other restrictions as the Board or the Committee may deem advisable under the Plan or
the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares or
other securities are then listed, and any applicable federal or state securities laws, and the Board or the Committee may cause a legend
or legends to be put on any such certificates to make appropriate reference to such restrictions.
SECTION 7. AMENDMENT AND TERMINATION
Except to the extent prohibited by applicable
law and unless otherwise expressly provided in an Award Agreement or in the Plan:
(a)
AMENDMENTS TO THE PLAN. The Board may at any time amend, alter, suspend, discontinue, or terminate the Plan, including, without limitation,
any amendment, alteration, suspension, discontinuation, or termination that would impair the rights of any Participant, or any other holder
or beneficiary of any Award theretofore granted, without the consent of any share owner, Participant, other holder or beneficiary of an
Award, or other Person; provided, however, that no such amendment shall be made without the approval of the Company’s shareholders
to the extent such approval is required by Applicable Laws, or if such amendment would change any of the provisions of Section 3(a), Section
4(b)(vi) or this Section 7(a).
(b) AMENDMENTS
TO AWARDS. Unless otherwise agreed to in writing between the Company and a Participant, the Board and the Committee may waive any conditions
or rights under, amend any terms of, or amend, alter, suspend, discontinue, or terminate, any Awards theretofore granted, prospectively
or retroactively, without the consent of any Participant, other holder or beneficiary of an Award.
(c)
ADJUSTMENTS OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR NONRECURRING EVENTS. Except as provided in the following sentence, the
Board and the Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in
recognition of unusual or nonrecurring events (including, without limitation, the events described in Section 4(b) hereof) affecting the
Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable laws, regulations, or
accounting principles, whenever the Board or the Committee determines that such adjustments are appropriate in order to prevent dilution
or enlargement of the benefits or potential benefits to be made available under the Plan. In the case of any Award that is intended to
qualify as performance-based compensation for purposes of Section 162(m) of the Code, neither the Board nor the Committee shall have authority
to adjust the Award in any manner that would cause the Award to fail to meet the requirements of Section 162(m).
(d)
CORRECTION OF DEFECTS, OMISSIONS, AND INCONSISTENCIES. The Board and the Committee may correct any defect, supply any omission, or reconcile
any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect.
SECTION 8. GENERAL PROVISIONS
(a) NO RIGHTS TO AWARDS. No Employee,
Participant or other Person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of
treatment of Employees, Directors, Consultants, other holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards
need not be the same with respect to each recipient.
(b) DELEGATION. The Board and the Committee
may delegate to one or more officers or managers of the Company or any Affiliate, or a committee of such officers or managers, the authority,
subject to such terms and limitations as the Board or Committee shall determine, to grant Awards to, or to cancel, modify, waive rights
with respect to, alter, discontinue, suspend, or terminate Awards held by Employees, Consultants, or other holders or beneficiaries of
Awards under the Plan who are not officers or directors of the Company for purposes of Section 16 of the Securities Exchange Act of 1934,
as amended, and who also are not “covered employees” for purposes of Section 162(m) of the Code.
(c) WITHHOLDING. The Company or any Affiliate
shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan the amount
(in cash, Shares, other securities, other Awards, or other property) of withholding taxes due in respect of an Award, its exercise, or
any payment or transfer under such Award or under the Plan and to take such other action as may be necessary in the opinion of the Company
or Affiliate to satisfy all obligations for the payment of such taxes.
(d)
NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting or
continuing in effect other or additional compensation arrangements, and such arrangements may be either generally applicable or applicable
only in specific cases.
(e) NO RIGHT TO EMPLOYMENT. The grant
of an Award shall not be construed as giving a Participant the right to remain an employee, director or consultant of the Company or any
Affiliate. Further, the Company or an Affiliate may at any time terminate the service of any employee, director or consultant, free from
any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement.
(f) GOVERNING LAW. The validity, construction,
and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State
of Delaware and applicable federal law.
(g) SEVERABILITY. If any provision of
the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to any Person or
Award, or would disqualify the Plan or any Award under any law deemed applicable by the Board or the Committee, such provision shall be
construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the determination
of the Board or the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction,
Person, or Award, and the remainder of the Plan and any such Award shall remain in full force and effect.
(h) NO TRUST OR FUND CREATED. Neither
the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between
the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments
from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor
of the Company or any Affiliate.
(i)
NO FRACTIONAL SHARES. No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Board and the Committee
shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Share, or whether
such fractional Shares of any rights thereto shall be canceled, terminated, or otherwise eliminated.
(j)
HEADINGS. Headings are given to the Sections and subsections of the Plan solely as a convenience to facilitate reference. Such headings
shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof.
SECTION 9. EFFECTIVE DATE OF THE PLAN
Subject to the approval of
the Board of the Company, the Plan shall be effective on the closing date of the merger between the Company and DiamiR Biosciences Corp.,
a Delaware corporation (“DiamiR”), pursuant to that certain Agreement and Plan of Merger dated as of July 14, 2025, (the “Merger
Agreement”) (the “Effective Date”); provided, however, that to the extent that Awards are granted under the Plan before
its approval by the Board, the Awards will be contingent on approval of the Plan by the Board of the Company at a Board meeting or by
written consent.
SECTION 10. TERM OF THE PLAN
No Award shall be granted
under the Plan more than 10 years after the Effective Date. However, unless otherwise expressly provided in an applicable Award Agreement,
any Award theretofore granted may extend beyond such date, and the authority of the Board and the Committee to amend, alter, adjust, suspend,
discontinue, or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to
amend the Plan, shall extend beyond such date.
The foregoing Equity Incentive
Plan was duly adopted and approved by the Board of Directors on May 7, 2026.
NIKI BIOSOLUTIONS, INC.
| By: |
/s/ Ian Huen |
|
| |
Ian Huen |
|
| |
Chief Executive Officer |
|
