Lantern Pharma (NASDAQ: LTRN) raises $4.4M and plans withZeta.ai spinout
Lantern Pharma reported a Q1 2026 net loss of $3.33 million, narrower than the $4.54 million loss a year earlier, as research and development spending fell to $1.72 million from $3.26 million. General and administrative costs rose modestly to $1.68 million.
Cash, cash equivalents and marketable securities totaled about $6.3 million as of March 31, 2026, with working capital of roughly $3.28 million. The company discloses “substantial doubt” about its ability to continue as a going concern without significant additional funding.
After quarter-end, Lantern raised gross proceeds of approximately $4.4 million through a registered direct equity offering and concurrent private warrants, and now estimates its liquidity will fund operations until around the middle of the first quarter of 2027. Lantern also plans to spin out its withZeta.ai AI platform into an independent, potentially publicly listed entity to pursue dedicated funding separate from its core oncology drug development programs.
Positive
- None.
Negative
- Going concern uncertainty: Lantern states “substantial doubt” about its ability to continue as a going concern without substantial additional funding, even after its recent $4.4 million equity financing, with current resources expected to last only until around mid‑Q1 2027.
Insights
Lantern narrows losses but remains capital constrained with going concern risk.
Lantern Pharma cut Q1 2026 operating expenses, mainly via lower research and development, reducing its net loss to $3.33 million. However, cash, cash equivalents and marketable securities of about $6.3 million leave a relatively thin cushion against ongoing negative cash flow.
The company explicitly notes “substantial doubt” about its ability to continue as a going concern without substantial new capital. A post‑quarter registered direct offering and concurrent private warrants raised roughly $4.4 million, extending estimated funding only until the middle of the first quarter of 2027, so further equity or other financing appears likely.
Strategically, Lantern is advancing three clinical‑stage oncology candidates and an ADC program, while planning to separate its withZeta.ai platform into an independent entity. Actual value creation will depend on clinical data from LP‑300, LP‑184 and LP‑284 and the company’s success in securing additional capital beyond the current runway.
Key Figures
Key Terms
going concern financial
registered direct offering financial
pre-funded warrants financial
at-the-market offerings financial
RADR® platform technical
antibody-drug conjugate (ADC) program technical
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
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the quarterly period ended
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Table of Contents
| Page | ||
| Forward Looking Statements | ii | |
| PART I – FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements. | 1 |
| Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025 | 1 | |
| Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (unaudited) | 2 | |
| Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2026 and 2025 (unaudited) | 3 | |
| Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2026 and 2025 (unaudited) | 4 | |
| Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited) | 5 | |
| Notes to Condensed Consolidated Financial Statements (unaudited) | 6 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | 17 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. | 23 |
| Item 4. | Controls and Procedures. | 23 |
| PART II – OTHER INFORMATION | ||
| Item 1A. | Risk Factors. | 24 |
| Item 6. | Exhibits. | 24 |
| Signatures | 25 | |
| i |
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. We make such forward-looking statements pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act, Section 21E of the Securities Exchange Act of 1934, as amended, and other federal securities laws. All statements, other than statements of historical fact, contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future preclinical study activities, future clinical trial activities, future research activities, future financial position, projected costs, prospects, plans and objectives of management, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “model”, “objective”, “aim,” “upcoming”, “should,” ‘will” “would,” or the negative of these words or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these words. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties.
The forward-looking statements in this Quarterly Report on Form 10-Q include, among other things, statements relating to:
| ● | the existence of substantial doubt regarding our ability to continue as a going concern in the absence of obtaining substantial additional funding; | |
| ● | our ability to secure sufficient funding and alternative sources of funding to support our existing and proposed preclinical studies and clinical trials; | |
| ● | the potential advantages of our RADR® platform in identifying drug candidates and patient populations that are likely to respond to a drug candidate; | |
| ● | our strategic plans to advance the development of any of our drug candidates; | |
| ● | our strategic plans to expand the number of data points that our RADR® platform can access and analyze; | |
| ● | our strategic plans to advance our withZeta.ai platform | |
| ● | our research and development efforts of our internal drug discovery and development programs and antibody drug conjugate (ADC) development program and the utilization of our RADR® platform to streamline the drug development process; | |
| ● | the initiation, timing, progress, and results of our preclinical studies or clinical trials for any of our drug candidates; | |
| ● | our intention to leverage artificial intelligence, machine learning and biomarker data to streamline the drug development process and to identify patient populations that would likely respond to a drug candidate; | |
| ● | our plans to discover and develop drug candidates and to maximize their commercial potential by advancing such drug candidates ourselves or in collaboration with others; | |
| ● | our expectations regarding our ability to fund our operating expenses and capital expenditure requirements with our existing cash, cash equivalents and marketable securities; | |
| ● | our estimates regarding the potential market opportunity for our drug candidates we or any of our collaborators may in the future develop; | |
| ● | our anticipated growth strategies and our ability to manage the expansion of our business operations effectively; | |
| ● | our expectations related to future expenses and expenditures; | |
| ● | our ability to keep up with rapidly changing technologies and evolving industry standards, including our ability to achieve technological advances; |
| ii |
| ● | our ability to source our needs for skilled labor in the fields of artificial intelligence, genomics, biology, oncology and drug development; and | |
| ● | the impact of government laws and regulations on the development and commercialization of our drug candidates and ADC development program. |
We may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions, and expectations disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this Quarterly Report on Form 10-Q and in the Risk Factors section of our Annual Report on Form 10-K (“2025 Form 10-K”), for the year ended December 31, 2025 filed with the Securities and Exchange Commission, or the SEC, on March 30, 2026, and have identified other factors such as the results of our clinical trials, and the impact of competition, that we believe could cause actual results or events to differ materially from the forward-statements that we make. Furthermore, we operate in a competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q.
You should read this Quarterly Report on Form 10-Q and the documents that we file with the SEC with the understanding that our actual future results may be materially different from what we expect. These forward-looking statements are based on management’s current expectations. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed elsewhere in this Quarterly Report on Form 10-Q and those listed under the Risk Factors section of our 2025 Form 10-K. You may access our 2025 Form 10-K under the investor SEC filings tab of our website at www.lanternpharma.com or on the SEC’s website at www.sec.gov. Given these uncertainties, you should not rely on these forward-looking statements as predictions of future events. The forward-looking statements contained in this Quarterly Report on Form 10-Q are made as of the date of this Quarterly Report, and we do not assume any obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
On May 13, 2026, we announced plans to create an independent business entity composed of the AI platform, withZeta.ai, and related technologies and personnel under the leadership of our CEO Mr. Panna Sharma. We intend to separate the withZeta.ai assets and technologies into an independent business entity in order to access dedicated funding sources and potentially realize valuation multiples separate from our primary drug development operations, which such entity we anticipate will become a newly listed company on a national stock exchange or market. However, there can be no assurance that we will be successful in advancing and obtaining funding for the new entity and there can be no assurance that any such entity will realize commercial success. Our withZeta.ai platform is in its early stage of commercial development and is subject to all of the risks of a new start-up business activity.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
Unless the context requires otherwise, references to the “Company,” “Lantern,” “we,” “us,” and “our” in this Quarterly Report on Form 10-Q refer to Lantern Pharma Inc., a Delaware corporation, and, where appropriate, its wholly-owned subsidiaries.
| iii |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
Lantern Pharma Inc. and Subsidiaries
Condensed Consolidated Balance Sheets
| March 31, 2026 | December 31, 2025 | |||||||
| (Unaudited) | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Marketable securities | ||||||||
| Prepaid expenses & other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Operating lease right-of-use assets | ||||||||
| Deferred offering costs | ||||||||
| Other assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Operating lease liabilities, current | ||||||||
| Total current liabilities | ||||||||
| TOTAL LIABILITIES | ||||||||
| COMMITMENTS AND CONTINGENCIES (NOTE 4) | - | - | ||||||
| STOCKHOLDERS’ EQUITY | ||||||||
| Preferred Stock ( | - | - | ||||||
| Common Stock ( | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive (loss) income | ( | ) | ||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ | $ | ||||||
See accompanying Notes to Condensed Consolidated Financial Statements
| 1 |
Lantern Pharma Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
| 2026 | 2025 | |||||||
Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Operating expenses: | ||||||||
| General and administrative | $ | $ | ||||||
| Research and development | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Other income, net | ||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| Net loss per share of common shares, basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted-average number of common shares outstanding, basic and diluted | ||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
| 2 |
Lantern Pharma Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Loss (Unaudited)
| 2026 | 2025 | |||||||
Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | ||
| Other comprehensive loss | ||||||||
| Unrealized loss on available-for-sale securities | ( | ) | ( | ) | ||||
| Unrealized loss on foreign currency translation | ( | ) | ( | ) | ||||
| Other comprehensive loss | ( | ) | ( | ) | ||||
| Comprehensive loss | $ | ( | ) | $ | ( | ) | ||
See accompanying Notes to Condensed Consolidated Financial Statements
| 3 |
Lantern Pharma Inc. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
| of Shares | Amount | Shares | Amount | Capital | Income (Loss) | Deficit | Equity | |||||||||||||||||||||||||
Preferred Stock Number | Preferred Stock | Common Stock Number of | Common Stock | Additional Paid-in- | Accumulated Other Comprehensive | Accumulated | Total Stockholders’ | |||||||||||||||||||||||||
| of Shares | Amount | Shares | Amount | Capital | Income (Loss) | Deficit | Equity | |||||||||||||||||||||||||
| Balance, December 31, 2024 | - | $ | - | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Other comprehensive loss | - | - | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||||
| Balance, March 31, 2025 | - | $ | - | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||
| Balance, December 31, 2025 | - | $ | - | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||
| Balance | - | $ | - | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||
| Vesting of restricted common stock issued for services | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Stock-based compensation | - | - | - | - | - | - | ||||||||||||||||||||||||||
| Net loss | - | - | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Other comprehensive loss | - | - | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||||||||
| Balance, March 31, 2026 | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||
| Balance | - | $ | - | $ | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||||||||||||||
See accompanying Notes to Condensed Consolidated Financial Statements
| 4 |
Lantern Pharma Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
| 2026 | 2025 | |||||||
Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Non-cash lease adjustments | ||||||||
| Vesting of restricted common stock issued for services | - | |||||||
| Stock-based compensation | ||||||||
| Write-off of deferred offering costs | - | |||||||
| Accretion of discounts on available for sale debt securities, net | ( | ) | ( | ) | ||||
| Foreign currency remeasurement gain | ( | ) | ( | ) | ||||
| Realized gain on redemptions of available for sale debt securities | - | ( | ) | |||||
| Realized loss on redemption of equity securities | - | |||||||
| Unrealized loss (gain) on equity securities | ( | ) | ||||||
| Changes in assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ( | ) | ||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Other assets | - | |||||||
| Net cash flows used in operating activities | ( | ) | ( | ) | ||||
| INVESTING ACTIVITIES | ||||||||
| Purchase of property and equipment | - | ( | ) | |||||
| Purchases of marketable securities | - | ( | ) | |||||
| Redemptions of marketable securities | ||||||||
| Net cash flows provided by investing activities | ||||||||
| Effect of foreign exchange rates on cash | ||||||||
| CHANGE IN CASH AND CASH EQUIVALENTS FOR THE PERIOD | ( | ) | ||||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | ||||||||
| CASH AND CASH EQUIVALENTS, END OF PERIOD | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Deferred offering costs in accounts payable and accrued expenses | $ | $ | - | |||||
See accompanying Notes to Condensed Consolidated Financial Statements
| 5 |
NOTES TO FINANCIAL STATEMENTS
Note 1. Organization, Principal Activities, and Basis of Presentation
Lantern Pharma Inc., and Subsidiaries (the “Company”) is an artificial intelligence (A.I.) focused company dedicated to developing cancer therapies and transforming the cost, pace, and timeline of oncology drug discovery and development. The Company’s development portfolio includes three clinical stage oncology focused product candidates and consists of small molecule drug candidates that others have tried, but failed, to develop into an approved commercialized drug, as well as new compounds that it is developing with the assistance of its A.I. platform and its biomarker driven approach. The Company’s A.I. platform, known as RADR®, uses big data analytics (combining molecular data, drug efficacy data, data from historical studies, data from scientific literature, phenotypic data from trials and publications, and mechanistic pathway data) and machine learning. The Company’s data-driven, genomically-targeted and biomarker-driven approach allows it to pursue a transformational drug development strategy that identifies, rescues or develops, and advances potential small molecule drug candidates.
Lantern Pharma Inc. was incorporated under the laws of the state of Texas on November 7, 2013, and thereafter reincorporated in the state of Delaware on January 15, 2020. The Company’s principal operations are located in Texas. The Company formed a wholly owned subsidiary, Lantern Pharma Limited, in the United Kingdom in July 2017, and dissolved this subsidiary in November 2025. In September 2021, the Company formed a wholly owned subsidiary, Lantern Pharma Australia Pty Ltd, in Australia. In January 2023, the Company formed a wholly owned U.S. subsidiary, Starlight Therapeutics Inc. (“Starlight”), to continue with advancing the development of drug candidate LP-184’s central nervous system (CNS) and brain cancer indications.
Since inception, the Company has devoted substantially all its activity to advancing research and development, including efforts in connection with preclinical studies, clinical trials and development of its RADR® platform. This now includes three lead drug candidates and an Antibody Drug Conjugate (ADC) program directed towards 11 disclosed therapeutic targets:
| ● | LP-300 (Tavocept), which we are advancing in a Phase 2 clinical trial, the Harmonic™ trial, focused on never smokers with advanced non-small cell lung cancer; | |
| ● | LP-184, which has potential for treatment of solid tumors including breast, bladder, lung and pancreatic cancers, and glioblastoma and other CNS cancers. We have completed enrollment in a Phase 1a clinical trial for LP-184. Following the formation of Starlight, the Company now refers to the molecule LP-184, as it is developed in CNS indications, as “STAR-001”; | |
| ● | LP-284, the stereoisomer (enantiomer) of LP-184, is in a Phase 1 clinical trial, and has shown promising in-vitro and in vivo anticancer activity in multiple hematological cancers, which are distinct from the indications targeted by LP-184; and | |
| ● | Our ADC program is focused on developing highly specific ADCs with highly potent drug payloads. |
The Company’s fiscal year ends on December 31 of each calendar year. The accompanying interim condensed consolidated financial statements are unaudited and have been prepared on substantially the same basis as the Company’s annual consolidated financial statements for the fiscal year ended December 31, 2025. In the opinion of the Company’s management, these interim condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the periods presented. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting periods. Actual results could differ from these estimates.
| 6 |
The December 31, 2025 year-end condensed consolidated balance sheet data in the accompanying interim condensed consolidated financial statements was derived from audited consolidated financial statements. These condensed consolidated financial statements and notes do not include all disclosures required by GAAP and should be read in conjunction with the Company’s audited consolidated financial statements as of and for the year ended December 31, 2025 and the notes thereto included in the Company’s Annual Report on Form 10-K, dated March 30, 2026, on file with the Securities and Exchange Commission.
The results of operations and cash flows for the interim periods included in these condensed consolidated financial statements are not necessarily indicative of the results to be expected for any future period or the entire fiscal year.
Any reference in these notes to applicable guidance refers to Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). To date, the Company has operated its business as one segment. The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, Lantern Pharma Limited (for the quarter ended March 31, 2025), Lantern Pharma Australia Pty Ltd. and Starlight Therapeutics Inc. All intercompany balances and transactions have been eliminated in consolidation.
Note 2. Liquidity and Going Concern
The
Company incurred a net loss of approximately $
The Company plans to pursue periodic capital raises and also plans to apply for grant funding in the future to assist in supporting its capital needs. In July 2025, the Company entered into an ATM Sales Agreement (“ATM”), with ThinkEquity LLC (“ThinkEquity”), as sales agent, pursuant to which the Company may offer and sell shares of its common stock from time to time, in “at-the-market” offerings to or through its sales agent.
As described in Note 10, on May 12, 2026, the Company entered into a securities
purchase agreement (the “Purchase Agreement”) with institutional investors, pursuant to which the Company agreed to issue
and sell to such investors in a registered direct offering (i)
We believe that our cash, cash equivalents, and marketable securities on hand as of the date of this report, including the net proceeds from the Offering of shares of common stock and Pre-Funded Warrants, will enable us to fund our operating expenses and capital expenditure requirements until approximately the middle of the first quarter of 2027. We will need substantial additional capital to fund our operations beyond that time period, and if we are unable to raise capital when needed, we could be forced to delay, reduce or eliminate our drug development programs or commercialization efforts.
The Company’s ability to continue as a going concern is highly contingent on the ability to raise additional capital for ongoing research and development and clinical trials as the Company expects to continue incurring losses for the foreseeable future. The financial statements in this report have been prepared assuming that the Company will continue as a going concern, and do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. The Company has incurred, and it anticipates it will continue to incur, losses and generate negative operating cash flows and as such will require substantial additional funding in the near future to continue its research and development activities. These factors raise substantial doubt about the Company’s ability to continue as a going concern in the absence of obtaining substantial additional funding. While the Company plans to pursue periodic capital raises, including additional potential sales under the ATM, no assurance can be given that sufficient funding will be available when needed to allow the Company to continue as a going concern.
Note 3. Summary of Significant Accounting Policies
Use of Estimates and Assumptions
The preparation of financial statements in conformity with GAAP requires management to make 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 and the reported amounts of revenues and expenses during the reporting period. The significant areas of estimation include determining research and development accruals, the inputs in determining the fair value of equity-based awards and warrants issued, the inputs in determining present value of lease payments, and determining the fair value of marketable securities. Actual results could differ from those estimates.
| 7 |
Foreign Currency
We translate the financial statements of our Australian subsidiary, which has a functional currency of the Australian dollar, to U.S. dollars using month-end exchange rates for assets and liabilities and average exchange rates for income and expenses. Translation gains and losses are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Gains and losses resulting from foreign currency transactions that are denominated in currencies other than our functional currency (U.S. dollar) are included within other income, net on the consolidated statements of operations.
Risks and Uncertainties
The Company operates in an industry that is subject to intense competition, government regulation and rapid technological change. Operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory, and other risks, including the potential risk of business failure.
Our
marketable securities may be impacted by various risks related to interest rates, market conditions, stock market fluctuations and credit
risk. Our marketable securities that are debt securities have had and may in the future have their market value fluctuate due to rises
or falls in interest rates. While we believe our cash, cash equivalents and marketable securities do not contain excessive risk, we cannot
provide absolute assurance that in the future our investments will not be subject to adverse changes in market value. In addition, we
maintain significant amounts of cash and cash equivalents at one or more financial institutions that are federally insured. Interest
bearing and non-interest bearing accounts we hold at these banking institutions are guaranteed by the Federal Deposit Insurance Corporation
(“FDIC”) up to $
We currently rely on foreign third-party manufacturers and service providers in connection with certain aspects of our clinical operations. The U.S. government and persons involved in the Trump administration have made statements and taken certain actions that have led to, and may continue to lead to, changes to U.S. and international trade policies. Although some previously imposed tariffs have recently been struck down, potential new tariffs and the potential escalation of trade disputes with foreign countries could pose a significant risk to our business and could result in higher operating expenses. U.S. policies on tariffs and international trade could also result in fluctuations in interest rates, which could have a negative impact on general economic conditions, on the industry sector in which we operate, and on our business.
Research and Development
Research and development costs are expensed as incurred. These expenses primarily consist of payroll, contractor expenses, research study expenses, costs for manufacturing and supplies, clinical site costs and other costs for the conduct of clinical trials, costs for technical infrastructure on the cloud for the purposes of developing the Company’s RADR® platform, and other costs for identifying, developing, and testing drug candidates. Development costs incurred by third parties are expensed as the work is performed. Costs to acquire technologies, including licenses, that are utilized in research and development and that have no alternative future use are expensed when incurred.
When accruing clinical expenses, we estimate the time period over which services will be performed and the level of effort to be expended in each period. If possible, we obtain information regarding unbilled services directly from our service providers. However, we may be required to estimate the cost of these services based only on information available to us. If we underestimate or overestimate the cost associated with a trial or service at a given point in time, adjustments to research and development expenses may be necessary in future periods. Historically, our estimated accrued clinical expenses have generally approximated actual expense incurred.
Cash and Cash Equivalents
The
Company considers money market funds and other highly liquid instruments with an original maturity of 3 months or less to be cash equivalents.
Cash equivalents at March 31, 2026 and December 31, 2025 were approximately $
| 8 |
Prepaid Expenses and Other Current Assets
Prepaid
expenses and other current assets as of March 31, 2026 totaled approximately $
Prepaid
expenses and other current assets as of December 31, 2025 totaled approximately $
Leases
The Company determines whether an arrangement contains a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities, and net of current portion of operating lease liabilities on our consolidated balance sheets. Lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent an obligation to make lease payments arising from the lease. Lease ROU assets and lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As the Company’s leases do not provide an implicit rate, an incremental borrowing rate is used based on the information available at the commencement date in determining the present value of lease payments. The Company does not include options to extend or terminate the lease term unless it is reasonably certain that the Company will exercise any such options. Rent expense is recognized under the operating leases on a straight-line basis. The Company does not recognize right-of-use assets or lease liabilities for short-term leases, which have a lease term of twelve months or less, and instead will recognize lease payments as expense on a straight-line basis over the lease term.
Marketable Securities
The Company’s marketable securities at March 31, 2026 consist of mutual funds and common stock. The Company’s marketable securities at December 31, 2025 consist of government and agency securities, mutual funds and common stock. We classify our marketable securities as available-for-sale at the time of purchase and reevaluate such classification as of each balance sheet date. We may sell these securities at any time for use in current operations even if they have not yet reached maturity. As a result, we classify our investments, including securities with maturities beyond twelve months, as current assets in the accompanying condensed consolidated balance sheets.
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Available-for-sale
debt securities are recorded at fair value each reporting period. Unrealized gains and losses on available-for-sale debt securities are
excluded from earnings and recorded as a separate component within accumulated other comprehensive income (loss) on the condensed consolidated
balance sheets until realized. Interest is reported within interest income on the condensed consolidated statements of operations. We
evaluate our available-for-sale debt securities to assess whether the amortized cost basis is in excess of estimated fair value and determine
what amount of that difference, if any, is caused by expected credit losses. Allowance for credit losses are recognized as a charge in
other income, net on the condensed consolidated statements of operations, and any remaining unrealized losses are included in accumulated
other comprehensive income (loss) on the condensed consolidated balance sheets. The allowance for credit losses is
Equity securities, which are composed of mutual funds and common stock, are recorded at fair value each reporting period, with changes in fair value of these investments, as well as dividends earned, recorded within other income, net on the condensed consolidated statements of operations.
We determine realized gains and losses on the sale of marketable securities based on the specific identification method and record such gains and losses within other income, net on the condensed consolidated statements of operations.
Deferred Offering Costs
Deferred
offering costs consist of legal, accounting, underwriting, and other direct costs incurred in connection with the Company’s ATM
financing activities. These costs are capitalized as incurred and recognized as a reduction of additional paid-in capital in the consolidated
statements of stockholders’ equity when shares are issued. At March 31, 2026 and December 31, 2025, the Company had approximately
$
Stock-based Compensation
Stock-based awards have been accounted for as required by ASC 718 Compensation - Stock Compensation. Under ASC 718, awards are valued at fair value on the date of grant, and that fair value is recognized over the requisite service period. Forfeitures are accounted for as they occur.
| 10 |
New Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public business entities to provide disaggregated disclosures of relevant income statement expenses. The amendments aim to improve financial reporting by enhancing transparency in the notes to financial statements, specifically regarding expense categories. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is assessing the effect of this update on its consolidated financial statements and related disclosures.
Note 4. Commitments and Contingencies
General
The Company has entered into, and expects to enter into from time to time in the future, license agreements, strategic alliance agreements, assignment agreements, research service agreements, and similar agreements related to the advancement of its product candidates and research and development efforts. Significant agreements (collectively, the “License, Strategic Alliance, and Research Agreements”) are described in detail in the Company’s 2025 Form 10-K. While specific amounts will fluctuate from quarter to quarter based on clinical trials progress, advancement and completion of research studies and manufacturing projects, and other factors, the Company believes its overall activities regarding License, Strategic Alliance, and Research Agreements are materially consistent with those described in the 2025 Form 10-K, as supplemented by the discussion in the following paragraph.
In addition to the specific agreements described in the 2025 Form 10-K, the Company has entered into, and will in the future enter into, other research and service provider agreements for the advancement of its product candidates and research and development efforts. The Company expects to pay additional amounts in future periods in connection with existing and future research and service provider agreements.
Set forth below are the approximate amounts expensed for License, Strategic Alliance, and Research Agreements during the three months ended March 31, 2026 and 2025, respectively. These expensed amounts are included under research and development expenses in the accompanying condensed consolidated statements of operations.
Schedule of Research and Development
| 2026 | 2025 | |||||||
Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Amount Expensed for License, Strategic Alliance, and Research Agreements | $ | $ | ||||||
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Set forth below at March 31, 2026 and December 31, 2025, respectively, are (1) the approximate amounts accrued and payable under License, Strategic Alliance, and Research Agreements, and (2) the approximate amount of prepaid expenses and other current assets under License, Strategic Alliance, and Research Agreements. These amounts are included in the accompanying condensed consolidated balance sheets.
Schedule of Accounts Payable and Accrued Liabilities
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Amount accrued and payable under License, Strategic Alliance, and Research Agreements | $ | $ | ||||||
| Prepaid expenses and other current assets under License, Strategic Alliance, and Research Agreements | $ | $ | ||||||
Actuate Therapeutics
In
May 2021, the Company entered into a Collaboration Agreement with Actuate Therapeutics, Inc. (“Actuate”), a clinical stage
private biopharmaceutical company focused on the development of compounds for use in the treatment of cancer, and inflammatory diseases
leading to fibrosis. Pursuant to the agreement, the Company and Actuate have collaborated on utilization of the Company’s RADR®
platform to develop novel biomarker derived signatures for use with one of Actuate’s product candidates. As part of the collaboration,
the Company received
In
August 2024, Actuate announced the closing of its initial public offering (“IPO”), which also included a reverse stock split.
Following the reverse stock split and the IPO, the Company holds
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Note 5. Leases
The following provides balance sheet information related to leases as of March 31, 2026 and December 31, 2025:
Schedule of Balance Sheet Information Related to Leases
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Operating lease, right-of-use asset, net | $ | $ | ||||||
| Liabilities | ||||||||
| Current portion of operating lease liabilities | $ | $ | ||||||
At March 31, 2026, the future estimated minimum lease payments under non-cancelable operating leases are as follows:
Schedule of Future Estimated Minimum Lease Payments Under Non-cancelable Operating Leases
| 2026 (remaining nine months) | $ | |||
| Less amount representing interest | ( | ) | ||
| Present value of future minimum lease payments | ||||
| Less current portion of operating lease liabilities | ( | ) | ||
| Operating lease liabilities, net of current portion | $ | - |
At
March 31, 2026 and December 31, 2025, the Company has a non-cancelable operating lease for office space in Atlanta, Georgia that requires
monthly payments of $
The following table provides a reconciliation for the Company’s right of use assets and lease liabilities:
Schedule of Reconciliation of Right-of-Use Assets and lease Liabilities
| Operating | Operating | |||||||
| Right-of- Use | Lease | |||||||
| Assets | Liabilities | |||||||
| Balance at December 31, 2025 | $ | $ | ||||||
| Amortizations and reductions | ( | ) | ( | ) | ||||
| Balance at March 31, 2026 | $ | $ | ||||||
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Other supplemental information related to operating leases is as follows:
Schedule of Other Supplemental Information Related to Operating Leases
| 2026 | 2025 | |||||||
| As of March 31, | ||||||||
| 2026 | 2025 | |||||||
| Weighted average remaining term of operating leases (in years) | ||||||||
| Weighted average discount rate of operating leases | % | % | ||||||
The
Company also leases office space in Dallas, Texas under two leases. One lease is month-to-month, while the other has a contractual term
of one year and ends November 30, 2026. The Company also leases space for material storage and handling under a one-year
The components of lease expense were approximately as follows for the three months ended March 31, 2026 and 2025:
Schedule of Lease Expense
| 2026 | 2025 | |||||||
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Operating lease cost | $ | $ | ||||||
| Short-term lease cost | ||||||||
| Lease expense | $ | $ | ||||||
During
the three months ended March 31, 2026 and 2025, cash used in operating activities associated with operating leases was approximately
$
Note 6. Stockholders’ Equity
Common Stock
As
of March 31, 2026 and December 31, 2025, the Company had
During
the three months ended March 31, 2026,
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Options
A summary of stock option activity under the Plan, during the three months ended March 31, 2026 is presented below:
Schedule of Stock Option Activity
| Options Outstanding | ||||||||
Number of Shares | Weighted- Average Exercise Price Per Share | |||||||
| Outstanding December 31, 2025 | $ | |||||||
| Granted | ||||||||
| Cancelled or expired | ( | ) | ||||||
| Outstanding March 31, 2026 | $ | |||||||
The
weighted average remaining contractual term of options outstanding and exercisable at March 31, 2026 is
Stock-based compensation relating to stock options was as follows for the three months ended March 31, 2026 and 2025:
Schedule of Stock-based Compensation
| 2026 | 2025 | |||||||
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| General and administrative | $ | $ | ||||||
| Research and development | ||||||||
| Total stock-based compensation | $ | $ | ||||||
Note 7. Fair Value Measurements
We determine the fair values of our financial instruments based on the fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value assumes that the transaction to sell the asset or transfer the liability occurs in the principal or most advantageous market for the asset or liability and establishes that the fair value of an asset or liability shall be determined based on the assumptions that market participants would use in pricing the asset or liability. The classification of a financial asset or liability within the hierarchy is based upon the lowest level input that is significant to the fair value measurement. The fair value hierarchy prioritizes the inputs into three levels that may be used to measure fair value:
Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.
Level 3 - Inputs are unobservable inputs based on our assumptions.
Financial Assets
When available, our marketable securities are valued using quoted prices for identical instruments in active markets. If we are unable to value our marketable securities using quoted prices for identical instruments in active markets, we value our investments using broker reports that utilize quoted market prices for comparable instruments. As of March 31, 2026 our U.S. treasury bills were valued through use of quoted prices for comparable instruments in active markets and are classified as Level 2, and our money markets, common stock and mutual funds were valued using quoted prices in active markets for identical assets and are classified as Level 1.
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Based on our valuation of our marketable securities, we concluded that they are classified in either Level 1 or Level 2, and we have no financial assets measured using Level 3 inputs. The following table presents information about our assets that are measured at fair value on a recurring basis using the above input categories.
Schedule of Assets are Measured at Fair Value on Recurring Basis
| Fair Value Measurements as of March 31, 2026 | ||||||||||||||||
| Description | Total | Level 1 | Level 2 | Level 3 | ||||||||||||
| United States treasury bills | $ | $ | - | $ | $ | - | ||||||||||
| Money markets | - | - | ||||||||||||||
| Mutual funds – fixed income | - | - | ||||||||||||||
| Mutual funds – alternative investments | - | - | ||||||||||||||
| Common stock | - | - | ||||||||||||||
| Fair value recurring basis | $ | $ | $ | $ | - | |||||||||||
| Included in cash and cash equivalents | $ | |||||||||||||||
| Included in marketable securities | $ | |||||||||||||||
Note 8. Loss Per Share
Basic loss per share is derived 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 warrants and stock options, which would result in the issuance of incremental shares of common stock unless such effect is anti-dilutive. In calculating the basic and diluted net loss per share applicable to common stockholders, the weighted average number of shares remained the same for both calculations due to the fact that when a net loss exists, dilutive shares are not included in the calculation. Potentially dilutive securities outstanding that have been excluded from diluted loss per share due to being anti-dilutive include the following:
Schedule of Anti-dilutive Securities Outstanding Diluted Loss Per Share
| 2026 | 2025 | |||||||
| Outstanding at March 31, | ||||||||
| 2026 | 2025 | |||||||
| Warrants | - | |||||||
| Stock options | ||||||||
| Anti-dilutive securities | ||||||||
Note 9. Segment Reporting
The
Company operates as
Cash, cash equivalents and marketable securities were as follows at March 31, 2026 and December 31, 2025:
Schedule of Segment Reporting Information
| March 31, 2026 | December 31, 2025 | |||||||
| Cash | $ | $ | ||||||
| Cash equivalents | ||||||||
| Marketable securities | ||||||||
Research and development study and material costs were as follows during the three months ended March 31, 2026 and 2025:
Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||
| Research and development studies | $ | $ | ||||||
| Research and development materials | ||||||||
| Research and development costs | $ | $ | ||||||
These financial metrics are used by the CODM to make key operating decisions, such as which research and development studies to commence, extend or discontinue. See the condensed consolidated balance sheets and statements of operations as of March 31, 2026 and December 31, 2025, as well as the condensed consolidated statements of operations for the three months ended March 31, 2026 and 2025.
Note 10. Subsequent Events
On
May 12, 2026, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with institutional investors,
pursuant to which the Company agreed to issue and sell to such investors in a registered direct offering (i)
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and plan of operations together with our condensed consolidated financial statements and the related notes appearing elsewhere in this Quarterly Report. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from the plans, intentions, expectations and other forward-looking statements included in the discussion below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below, and those factors discussed in the Risk Factors section of our 2025 Form 10-K on file with the SEC.
Overview
We are an artificial intelligence (A.I.) focused company dedicated to developing cancer therapies and transforming the cost, pace, and timeline of oncology drug discovery and development. Our development portfolio includes three clinical stage oncology focused product candidates and consists of small molecules that others have tried, but failed, to develop into an approved commercialized drug, as well as new compounds that we are developing with the assistance of our proprietary A.I. platform and our biomarker driven approach. Our A.I. platform, known as RADR®, currently includes more than 200 billion data points, and uses big data analytics (combining molecular data, drug efficacy data, data from historical studies, data from scientific literature, phenotypic data from trials and publications, and mechanistic pathway data) and machine learning to rapidly uncover biologically relevant genomic signatures correlated to drug response, and then identify the cancer patients that we believe may benefit most from our compounds. This data-driven, genomically-targeted and biomarker-driven approach allows us to pursue a transformational drug development strategy that identifies, rescues or develops, and advances potential small molecule drug candidates at what we believe is a fraction of the time and cost associated with traditional cancer drug development.
We have active clinical programs for our three lead small molecule drug candidates: LP-300, LP-184, and LP-284. These programs are focused on multiple important cancer indications, including both solid tumors and blood cancers. We have established a wholly-owned subsidiary, Starlight Therapeutics, to focus exclusively on the clinical development of our promising opportunities for central nervous system (“CNS”) and brain cancers, many of which have no effective treatment options. We are also advancing an antibody-drug conjugate (“ADC”) program focused on developing highly specific ADCs with highly potent drug-payloads.
In January 2026, we introduced withZeta.ai — a generative AI platform purpose-built to empower researchers and clinicians to accelerate rare cancer research and drug development, dramatically improve research quality, and reduce R&D costs. withZeta’s multi-agentic architecture combines intelligent orchestration using a combination of proprietary knowledge bases and publicly available data with autonomous task completion to deliver a true “co-scientist” experience — one that brings the collective insight of thousands of domain experts, millions of publications, and billions of data points to address some of oncology’s most difficult challenges and disease subtypes.
On May 13, 2026, we announced plans to create an independent business entity composed of the AI platform, withZeta.ai, and related technologies and personnel under the leadership of our CEO Mr. Panna Sharma. We intend to separate the withZeta.ai assets and technologies into an independent business entity in order to access dedicated funding sources and potentially realize valuation multiples separate from our primary drug development operations, which such entity we anticipate will become a newly listed company on a national stock exchange or market.
Our strategy is to both develop new drug candidates using our RADR® platform, and other machine learning driven methodologies, and to pursue the development of drug candidates that have undergone previous clinical trial testing or that may have been halted in development or deprioritized because of insufficient clinical trial efficacy (i.e., a meaningful treatment benefit relevant for the disease or condition under study as measured against the comparator treatment used in the relevant clinical testing) or for strategic reasons by the owner or development team responsible for the compound. Importantly, these historical drug candidates appear to have been well-tolerated in many instances, and often have considerable data from previous toxicity, tolerability and ADME (absorption, distribution, metabolism, and excretion) studies that have been completed. Additionally, these drug candidates may also have a body of existing data supporting the potential mechanism(s) by which they achieve their intended biologic effect, but often require more targeted trials in a stratified group of patients to demonstrate statistically meaningful results. Our dual approach to both develop de-novo, biomarker-guided drug candidates and “rescue” historical drug-candidates by leveraging A.I., recent advances in genomics, computational biology and cloud computing is emblematic of a new era in drug development that is being driven by data-intensive approaches meant to de-risk development and accelerate the clinical trial process. In this context, we intend to create a diverse portfolio of oncology drug candidates for further development towards regulatory and marketing approval with the objective of establishing a leading A.I.-driven methodology for treating the right patient with the right oncology therapy.
A key component of our strategy is to target specific cancer patient populations and treatment indications identified by leveraging our RADR® platform, a proprietary A.I. enabled engine created and owned by us. We believe the combination of our therapeutic area expertise, our A.I. expertise, and our ability to identify and develop promising drug candidates through our collaborative relationships with research institutions in selected areas of oncology gives us a significant competitive advantage. Our RADR® platform has been developed and refined over the last several years and integrates billions of data points immediately relevant for oncology drug development and patient response prediction using artificial intelligence and proprietary machine learning algorithms. By identifying clinical candidates, together with relevant genomic and phenotypic data, we believe our approach will help us design more efficient pre-clinical studies, and more targeted clinical trials, thereby accelerating our drug candidates’ time to approval and eventually to market. Although we have not yet applied for or received regulatory or marketing approval for any of our drug candidates, we believe our RADR® platform has the ability to reduce the cost and time to bring drug candidates to specifically targeted patient groups. We believe we have developed a sustainable and scalable biopharma business model by combining a unique, oncology-focused big-data platform that leverages artificial intelligence along with active clinical and preclinical programs that are being advanced in targeted cancer therapeutic areas to address today’s treatment needs.
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Our current portfolio consists of three lead drug candidates that are in clinical phases (known as LP-300, LP-184 and LP-284) and an Antibody Drug Conjugate (ADC) program that is in preclinical research optimization. In January 2023, we formed a wholly owned subsidiary, Starlight Therapeutics Inc. (“Starlight”), to develop drug candidate LP-184’s central nervous system (CNS) and brain cancer indications – including glioblastoma (GBM), brain metastases (brain mets.), and several rare pediatric CNS cancers. Following the formation of Starlight, we may also refer to the molecule LP-184, as it is developed in CNS indications, as “STAR-001”. All of these drug candidates and our ADC program are leveraging precision oncology, A.I. and genomic driven approaches to accelerate and direct development efforts.
We are conducting a targeted phase 2 trial (the Harmonic™ trial) for LP-300 in never smoking patients with NSCLC in combination with chemotherapy, under an existing investigational new drug application. Based on the successful outcome in May 2026 from a Type C meeting request with the FDA focused on the LP-300 Harmonic™ clinical trial, we have determined to focus future Harmonic™ enrollment on patients with the EGFR exon 21 L858R mutation, a subtype of tyrosine kinase mutations that demonstrates lower sensitivity and inferior treatment outcome to osimertinib based therapy. Preliminary analysis of Harmonic™ study data suggests that patients with this mutation may derive greater clinical benefit from the LP-300 triplet regimen. Our candidate LP-184 has shown promising in-vitro and in vivo anticancer activity in multiple solid tumor indications (including triple negative breast, lung, bladder, glioblastoma and pancreatic cancer), and enrollment has been completed in a Phase 1a clinical trial for LP-184. Based on the results and insights from the LP-184 Phase 1a clinical trial, we are advancing and optimizing development plans for multiple future LP-184 clinical studies. Our candidate LP-284 has shown promising in-vitro and in vivo anticancer activity in multiple hematological cancers, which are distinct from the indications targeted by LP-184. LP-284 is currently in a Phase 1A clinical trial.
Our ADC program has also continued to advance. During 2024 and 2025, we continued to apply our RADR® A.I. platform to advance and refine an A.I. powered module focused on improving the precision, cost and timelines of ADC development for cancer. In 2023, we entered into a research collaboration with Bielefeld University in Germany focused on development of ADCs utilizing cryptophycin as the ADC drug-payload. Cryptophycins are promising antitumor molecules that have demonstrated potency at ultra-low, picomolar, concentrations. In a broad range of preclinical studies, the cryptophycin-ADC synthesized as part of the Bielefeld collaboration demonstrated promising picomolar level potency and anti-tumor activity in multiple solid tumor cell lines, including breast, bladder, colorectal, gastric, pancreatic and ovarian.
In addition to our lead drug candidates and ADC program, we also have an additional drug candidate, LP-100, that we believe has potential for future development in combination with the class of anticancer agents known as PARP inhibitors (PARPi). For LP-100, as well as our lead drug candidate LP-300, we have leveraged data from prior preclinical studies and clinical trials, along with insights generated from our A.I. platform, to target the types of tumors and patient groups we believe will be most responsive to the drug. Both LP-100 and LP-300 showed promise in important patient subgroups, but failed pivotal Phase 3 trials when the overall results did not meet the predefined clinical endpoints. We believe that this was due to a lack of biomarker-driven patient stratification.
LP-300 has been studied in multiple randomized, controlled, multi-center non-small cell lung cancer, or NSCLC, trials that included administration of either paclitaxel and cisplatin and/or docetaxel and cisplatin. LP-100 has previously been in a genomic signature guided phase 2 clinical trial in Denmark for patients with metastatic castration resistant prostate cancer (mCRPC). 9 patients (out of a targeted enrollment of 27) were treated in the trial. The median overall survival (OS) for the initial group of 9 patients was approximately 12.5 months, which is an improvement over other similar fourth-line treatment regimens for mCRPC. Based on our evaluation of the synergies of LP-100 with PARP inhibitors, the decision was made in the first quarter of 2023 to close the phase 2 clinical trial in Denmark, to allow the focus of LP-100-directed resources on positioning the molecule for development in earlier lines of therapy with potentially larger market opportunities. LP-100 was previously out-licensed by us to Allarity Therapeutics A/S. In July 2021, we entered into an Asset Purchase Agreement to reacquire global development and commercialization rights for LP-100 from Allarity.
Our development strategy is to pursue an increasing number of oncology focused, molecularly targeted therapies where artificial intelligence and genomic data can help us provide biological insights, reduce the risk associated with development efforts and help clarify potential patient response. We plan on strategically evaluating these on a program-by-program basis as they advance into clinical development, either to be done entirely by us, or with licensing partners, to maximize the commercial opportunity and reduce the time it takes to bring the right drug to the right patient.
To date, except for a prior research grant, we have not generated any revenue, we have incurred net losses and our operations have been financed primarily by sales of our equity securities. Our net losses were approximately $3,329,000 and $4,537,000 for the three months ended March 31, 2026 and 2025, respectively.
Our net losses have primarily resulted from costs incurred in licensing and developing the drug candidates in our pipeline, planning, preparing and conducting preclinical studies and clinical testing, and general and administrative activities associated with our operations. We expect to continue to incur significant expenses and corresponding operating losses for the foreseeable future as we continue to advance our pipeline. Our costs may further increase as we conduct additional preclinical studies and clinical trials and potentially seek regulatory clearance for and prepare to commercialize our drug candidates. We expect to incur significant expenses to continue to build the infrastructure necessary to support our operations, preclinical studies, clinical trials, and potential commercialization, including manufacturing, marketing, sales and distribution functions. We have experienced and will continue to experience substantial costs associated with operating as a public company.
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Components of Our Results of Operations
Revenues
We did not recognize revenues for the three-month periods ended March 31, 2026 and 2025.
Research and Development
Research and development expenses consist primarily of costs incurred for the research and development of our preclinical and clinical candidates, which include:
| ● | expenses incurred towards research and development employees, consultants, outside contractors, laboratories, clinical sites, and investigators that conduct our preclinical or clinical research activities; and | |
| ● | the cost of acquiring and developing preclinical and clinical study materials and lab supplies, including manufacturing costs related to our drug candidates. |
We expense research and development costs to operations as incurred.
Our research and development expenses by project category for the three months ended March 31, 2026 and 2025 are as follows:
| Three Months | Three Months | |||||||
Ended March 31, 2026 | Ended March 31, 2025 | |||||||
| LP-300 | $ | 683,289 | $ | 1,007,908 | ||||
| LP-184 | 548,914 | 1,361,464 | ||||||
| LP-284 | 219,943 | 456,471 | ||||||
| RADR® Platform | 209,470 | 253,579 | ||||||
| Other * | 63,256 | 184,533 | ||||||
| Total research and development expenses | $ | 1,724,872 | $ | 3,263,955 | ||||
| * | LP-100 and ADC Program expenses are included in “Other.” |
We expect that our research and development expenses will fluctuate from quarter to quarter and year to year. We expect that our research and development expenses will increase substantially over time based on the progress of our clinical trials for LP-300, LP-184 and LP-284, and other programs and drug candidates. We expect to make substantial expenditures associated with research and service provider agreements for the advancement of our drug candidates and research and development efforts.
Because of the numerous risks and uncertainties associated with product development, we cannot determine with certainty the duration and completion costs of these or other current or future clinical trials of LP-300, LP-184, LP-284 or our other drug candidates. We may never succeed in achieving regulatory approval for LP-300, LP-184, LP-284 or any of our other drug candidates. The duration, costs and timing of clinical trials and development of our drug candidates will depend on a variety of factors, including the uncertainties of future clinical and preclinical studies, uncertainties in clinical trial enrollment rates, significant and changing government regulation, and geopolitical risk, including in Taiwan where we are pursuing clinical testing of LP-300. In addition, the probability of success for each drug candidate will depend on numerous factors, including competition, manufacturing capability and commercial viability.
General and Administrative
General and administrative expenses consist primarily of salaries and related costs for employees in executive, finance and administration, corporate development and administrative support functions, including stock-based compensation expenses and benefits. Other significant general and administrative expenses include accounting and legal services, insurance, the cost of various consultants, investor relations, occupancy costs, and information systems costs.
We expect fluctuating and increased administrative costs resulting from our existing and anticipated clinical trials and the potential commercialization of our drug candidates. We believe that these increases will likely include future increased costs for hiring additional administrative personnel to support future market research and future product commercialization efforts and increased fees for outside consultants, attorneys and accountants.
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Summary Results of Operations for the Three Months Ended March 31, 2026 and 2025 (unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Operating expenses: | ||||||||
| General and administrative | $ | 1,680,375 | $ | 1,510,077 | ||||
| Research and development | 1,724,872 | 3,263,955 | ||||||
| Total operating expenses | 3,405,247 | 4,774,032 | ||||||
| Loss from operations | (3,405,247 | ) | (4,774,032 | ) | ||||
| Interest income | 42,160 | 149,790 | ||||||
| Other income, net | 33,916 | 87,459 | ||||||
| NET LOSS | $ | (3,329,171 | ) | $ | (4,536,783 | ) | ||
Comparison of the Three Months Ended March 31, 2026 and 2025
General and Administrative Expenses
General and administrative expenses increased approximately $170,000, or 11%, from approximately $1,510,000 for the three months ended March 31, 2025 to approximately $1,680,000 for the three months ended March 31, 2026. The increase was primarily attributable to increases in patent costs of approximately $99,000, increases in salaries and benefit expenses of approximately $71,000, and increases in business development and investor relations expenditures of approximately $36,000. These increases were partially offset by decreases in travel expenses of approximately $16,000 and rent of approximately $15,000.
Research and Development Expenses
Research and development expenses decreased approximately $1,539,000, or 47%, from approximately $3,264,000 for the three months ended March 31, 2025 to approximately $1,725,000 for the three months ended March 31, 2026. The decrease was attributable to reductions in research studies and materials costs of approximately $1,322,000 relating to the conduct and support of our clinical trials, and decreases in salaries and benefit expenses of approximately $246,000. These decreases were partially offset by increases in consulting expenses of approximately $16,000 and increases in licensing fees of approximately $12,000.
Interest and Other Income, Net
Interest income decreased approximately $108,000, or 72%, from approximately $150,000 for the three months ended March 31, 2025 to approximately $42,000 for the three months ended March 31, 2026. This decrease was primarily due to reductions in the amount of marketable securities held by us during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025. Other income, net decreased approximately $53,000, or 61%, from approximately $87,000 for the three months ended March 31, 2025 to approximately $34,000 for the three months ended March 31, 2026. This decrease was primarily attributable to reductions in dividend income and other investment income of $23,000 and $90,000, respectively. These declines in other income, net, were offset, in part by an increase in foreign currency gains of approximately $60,000 during the three months ended March 31, 2026.
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Cash Flows
The following table summarizes our cash flow for the periods indicated:
For the Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| (Unaudited) | ||||||||
| Net cash flows used in operating activities | $ | (3,772,627 | ) | $ | (4,375,610 | ) | ||
| Net cash flows provided by investing activities | 4,250,000 | 3,239,331 | ||||||
| Effect of foreign exchange rates on cash | 17,585 | 2,802 | ||||||
| Net increase (decrease) in cash and cash equivalents | $ | 494,958 | $ | (1,133,477 | ) | |||
Operating Activities
For the three months ended March 31, 2026, net cash used in operating activities was approximately $3,773,000 compared to approximately $4,376,000 for the three months ended March 31, 2025. The primary cause of the reduction in cash used is a decrease in net loss of approximately $1,208,000 during the three months ended March 31, 2026 when compared to the three months ended March 31, 2025. This reduction in cash used was offset, in part, by larger decreases in accounts payable and accrued expenses during the three months ended March 31, 2026 as compared to the three months ended March 31, 2025.
Investing Activities
For the three months ended March 31, 2026, net cash provided by investing activities was approximately $4,250,000 compared to approximately $3,239,000 of net cash provided by investing activities for the three months ended March 31, 2025. The increase in cash provided by investing activities is due to an increase in net redemptions of investments in marketable securities during the three months ended March 31, 2026, as compared to the three months ended March 31, 2025.
Operating Capital and Capital Expenditure Requirements
As of March 31, 2026, we had total assets of approximately $7.2 million and working capital of approximately $3.3 million. As of March 31, 2026, our liquidity included approximately $6.3 million of cash, cash equivalents and marketable securities. We plan to pursue periodic capital raises and also plan to apply for grant funding in the future to assist in supporting our capital needs. In July 2025, we entered into the ATM with ThinkEquity, as sales agent, pursuant to which we may offer and sell shares of our common stock from time to time, in “at-the-market” offerings to or through our sales agent. No sales were made under the ATM during the three months ended March 31, 2026.
On May 12, 2026, we entered into a securities purchase agreement (the “Purchase Agreement”) with institutional investors, pursuant to which we agreed to issue and sell to such investors in a registered direct offering (i) 1,454,175 shares common stock of the Company, at an offering price of $2.06 per share, and (ii) pre-funded warrants to purchase up to 681,748 shares of common stock (the “Pre-Funded Warrants”) in lieu of the Common Shares, at an offering price of $2.0599 (such registered direct offering, the “Offering”). The Offering closed on May 14, 2026, and we received gross proceeds of approximately $4.4 million from the Offering, before deducting Offering expenses payable by us, including the fees of the placement agent for the Offering. In addition, in a concurrent private placement, we agreed to issue to such investors warrants to purchase up to 2,135,923 shares of common stock, at an exercise price of $2.27 per share. We may also explore the possibility of additional manners of offering our equity securities and entering into commercial credit facilities as an additional source of liquidity.
We believe that our cash, cash equivalents, and marketable securities on hand as of the date of this report, including the net proceeds from the Offering of shares of common stock and Pre-Funded Warrants, will enable us to fund our operating expenses and capital expenditure requirements until approximately the middle of the first quarter of 2027. We will need substantial additional capital to fund our operations beyond that time period, and if we are unable to raise capital when needed, we could be forced to delay, reduce or eliminate our drug development programs or commercialization efforts.
Our ability to continue as a going concern is highly contingent on the ability to raise additional capital for ongoing research and development and clinical trials as we expect to continue incurring losses for the foreseeable future. The financial statements in this report have been prepared assuming that we will continue as a going concern, and do not include any adjustments that may be necessary should we be unable to continue as a going concern. We have incurred, and anticipate that we will continue to incur, losses and generate negative operating cash flows and as such will require substantial additional funding in the near future to continue our research and development activities. These factors raise substantial doubt about our ability to continue as a going concern in the absence of obtaining substantial additional funding. While we plan to pursue periodic capital raises, including additional potential sales under the ATM, no assurance can be given that sufficient funding will be available when needed to allow us to continue as a going concern.
We expect to incur significant, fluctuating and often increasing operating losses at least for the next several years as we continue our clinical development of LP-300, LP-184 and LP-284, pursue development of our other drug candidates and programs, and seek potential future marketing approval for our drug candidates, which could be several years in the future, if at all. We do not expect to generate revenue, other than anticipated revenue from withZeta.ai and possible license and grant revenue, unless and until we successfully complete development and obtain regulatory approval for our therapeutic candidates. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our existing and planned clinical trials and our expenditures on other research and development activities.
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We have based our projections of operating capital requirements on assumptions that may prove to be incorrect and we may use all of our available capital resources sooner than we expect. Because of the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical products, we are unable to estimate the exact amount of our operating capital requirements. We anticipate that our expenses will increase substantially as we:
| ● | continue the development, including preclinical studies and clinical trials, of our drug candidates; | |
| ● | initiate preclinical studies and clinical trials for any additional indications for our current drug candidates and any future drug candidates that we may pursue; | |
| ● | continue to build our portfolio of drug candidates through the acquisition or in-license of additional drug candidates or technologies; | |
| ● | continue to develop, maintain, expand and protect our intellectual property portfolio; | |
| ● | pursue regulatory approvals for those of our current and future drug candidates that successfully complete clinical trials; | |
| ● | ultimately establish a sales, marketing, distribution and other commercial infrastructure to commercialize any drug candidate for which we may obtain marketing approval; | |
| ● | hire additional clinical, regulatory, scientific and accounting personnel; | |
| ● | incur additional legal, accounting and other expenses in operating as a public company; and | |
| ● | continue to develop, maintain, and expand our RADR® platform and AI and machine learning technologies. |
We expect that we will need to obtain substantial additional funding in order to complete our clinical trials. To the extent that we raise additional capital through the sale of common stock, convertible securities or other equity securities, the ownership interests of our existing stockholders may be materially diluted and the terms of these securities could include liquidation or other preferences that could adversely affect the rights of our existing stockholders. In addition, debt financing, if available, would result in increased fixed payment obligations and may involve agreements that include restrictive covenants that limit our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends, that could adversely impact our ability to conduct our business. If we are unable to raise capital when needed or on attractive terms, we could be forced to significantly delay, scale back or discontinue the development or commercialization of LP-300, LP-184, LP-284, and/or other drug candidates and programs, seek collaborators at an earlier stage than otherwise would be desirable or on terms that are less favorable than might otherwise be available, and relinquish or license, potentially on unfavorable terms, our rights to LP-300, LP-184, LP-284, and/or other drug candidates and programs that we otherwise would seek to develop or commercialize ourselves.
Critical Accounting Estimates
There have been no changes to our critical accounting estimates during the three months ended March 31, 2026.
Quantitative and Qualitative Disclosure About Market Risk
Our primary exposure to market risk is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates. Fixed rate securities may have their market value adversely affected due to a rise in interest rates. Accordingly, our future investment income may fluctuate as a result of changes in interest rates, or we may suffer losses in principal if we are forced to sell securities that decline in market value as a result of changes in interest rates.
Historically, we have raised capital through the issuance of equity securities. We had no long-term debt outstanding as of March 31, 2026 and December 31, 2025.
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We do not believe that our cash and cash equivalents have significant risk of default or illiquidity. Our cash and cash equivalents consist primarily of cash, U.S. treasury bills and money market funds. Our exposure to market risk relating to cash and cash equivalents due to changes in interest rates is limited because our cash and cash equivalents have a short-term maturity and are used primarily for working capital purposes. While we believe our cash, cash equivalents and marketable securities do not contain excessive risk, we cannot provide absolute assurance that in the future our investments will not be subject to adverse changes in market value. In addition, we maintain significant amounts of cash and cash equivalents at one or more financial institutions from time to time may be in excess of federally insured limits. Interest bearing and non-interest bearing accounts we hold at banking institutions are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. From time to time, some of our cash balances held at banking institutions may be in excess of FDIC coverage. We consider this to be a normal business risk.
We formed a wholly owned subsidiary, Lantern Pharma Australia Pty Ltd, in Australia in September 2021 and experienced foreign currency gains of approximately $77,000 and $17,000 for the three months ended March 31, 2026 and 2025, respectively, in connection with this subsidiary. We will remain subject to the risk of foreign currency losses in future periods, although we do not expect the impact of any foreign currency losses to be material. We do not participate in any foreign currency hedging activities, and we do not have any other derivative financial instruments.
Inflation generally affects us by increasing our cost of labor and clinical trial costs. We do not believe that inflation has had a material effect on our results of operations during the periods presented. Inflation could have a greater impact on our future results of operations if it remains at current levels or increases.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
As a Smaller Reporting Company we are exempt from the requirements of Item 3.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Based on such evaluation of our disclosure controls and procedures as of March 31, 2026, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures, as defined above, are effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting.
There were no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls.
Our management, including our principal executive officer and principal financial officer, do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon 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. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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PART II – OTHER INFORMATION
Item 1A. Risk Factors.
As a Smaller Reporting Company we are exempted from the requirements of Item 1A.
Item 6. Exhibits.
Exhibit No. |
Exhibit Description | Method of Filing | ||
| 3.1 | Amended and Restated Certificate of Incorporation | Incorporated by reference from the Registrant’s Current Report on Form 8-K filed June 17, 2020 | ||
| 3.2 | By-Laws | Incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed April 16, 2020 | ||
| 3.3 | Amendment No. 1 to By-Laws | Incorporated by reference from the Registrant’s Current Report on Form 8-K filed May 24, 2024 | ||
| 3.4 | Amendment No. 2 to By-Laws | Incorporated by reference from Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed July 29, 2025 | ||
| 31.1 | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed electronically herewith | ||
| 31.2 | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | Filed electronically herewith | ||
| 32.1 | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Furnished electronically herewith | ||
| 32.2 | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | Furnished electronically herewith | ||
| 101.INS | Inline XBRL Instance Document. | Filed electronically herewith | ||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | Filed electronically herewith | ||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | Filed electronically herewith | ||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | Filed electronically herewith | ||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | Filed electronically herewith | ||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | Filed electronically herewith | ||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | Filed electronically herewith |
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SIGNATURES
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 thereunto duly authorized.
| Lantern Pharma Inc., | ||
| A Delaware Corporation | ||
| Dated: May 15, 2026 | By: | /s/ Panna Sharma |
| Panna Sharma, Chief Executive Officer | ||
| Dated: May 15, 2026 | By: | /s/ David R. Margrave |
| David R. Margrave, Chief Financial Officer | ||
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