SL Science Holding H1 2026 loss widens to $2.16M
Cash and cash equivalents were $8,306,692 at June 30; financing activities provided net $9,151,301, while operations used $2,091,682.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
SL Science Holding Limited (SLBT) reported revenue of $1,386,608 for the six months ended June 30, 2026, compared with $1,129,238 a year earlier; revenue consisted of exosome concentrate sales. Gross profit was $557,484 versus $389,066. Operating expenses rose to $2,719,661 from $1,998,808, and net loss increased to $2,162,205 from $1,602,089. Net cash used in operating activities was $2,091,682, compared with $134,157.
At June 30, cash and cash equivalents were $8,306,692 and working capital was approximately $6.7 million. Management said it plans profitability improvements and debt financing and loans from existing shareholders; it believes the financing could fund obligations for at least 12 months from the statement date. The June 12 business combination included PIPE financing of 780,000 units at $10.00 each for $7,800,000 in gross proceeds. As of June 30, the CD-19 Armed-T and GDT therapy candidates had not received FDA clearance or approval, completed Phase I, II or III clinical trials, or had an IND application submitted. A further $37 million under the GDT license is payable when specified conditions and milestones are met.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointSix-month revenue rose to $1,386,608 from $1,129,238.
- Moderate pointGross profit rose to $557,484 from $389,066.
Negative
- Moderate pointSix-month net loss widened to $2,162,205 from $1,602,089.
- Moderate pointOperating cash use increased to $2,091,682 from $134,157.
Filing Explained
The approved plan allows up to eighty-five million ordinary-share awards, but none had been awarded by the statements’ issuance date.
This Form 6-K furnishes the company’s unaudited interim financial statements and MD&A, and reports that its board and shareholders approved a 10-year share incentive plan on
The plan permits awards of up to 85,000,000 ordinary shares, but no shares had been awarded by the financial statements’ issuance date. The plan’s ceiling is
A
Key Figures
Key Terms
reverse recapitalization technical
PIPE Financing financial
anti-dilutive financial
IND application medical
weighted average remaining lease term financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much revenue did SLBT report for the first half of 2026?
How much remains payable under SLBT's GDT cell therapy license?
What is the share limit for SLBT's 2026 Share Incentive Plan?
How much remains payable under SLBT's CD-19 Armed-T license?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October 2026
Commission File Number: 001-43346
(Translation of registrant’s name into English)
11th Floor,
No. 479 Chongyang Road,
Nangang District, Taipei, Taiwan R.O.C. 115010
+886-2-26516826
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
☒ Form 20-F ☐ Form 40-F
EXPLANATORY NOTE
SL Science Holding Limited (the “Company”) is furnishing this Form 6-K to provide the Unaudited Interim Consolidated Financial Statements of the Company for the Six Months Ended June 30, 2026 and 2025 (the “Unaudited Financials”), which are furnished as Exhibit 99.1 hereto, and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations, which are furnished as Exhibit 99.2 hereto.
On October 26, 2026, the Company issued a press release announcing the Unaudited Financials. A copy of the press release is furnished as Exhibit 99.3 hereto.
This Form 6-K is hereby incorporated by reference into the Company’s registration statements on Form S-8 (Registration No. 333-299394), to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
EXHIBIT INDEX
Exhibit | | Description |
99.1 |
| Unaudited Interim Consolidated Financial Statements for the Six Months Ended June 30, 2026 and 2025 |
99.2 |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations |
99.3 |
| Press Release |
101.INS |
| Inline XBRL Instance Document. |
101.SCH |
| Inline XBRL Taxonomy Extension Schema Document. |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB |
| Inline XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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.
| SL Science Holding Limited | |
|
|
|
Date: October 26, 2026 | By: | /s/ William Wang |
| Name: | William Wang |
| Title: | Chief Executive Officer |
Exhibit 99.1
INDEX TO FINANCIAL STATEMENTS
UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS OF SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025 | F-2 |
Unaudited Interim Consolidated Statements of Operations and Comprehensive (Loss) Income for the six months ended June 30, 2026 and 2025 | F-3 |
Unaudited Interim Consolidated Statements of Changes in Shareholders’ Equity for the six months ended June 30, 2026 and 2025 | F-4 |
Unaudited Interim Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 | F-5 |
Notes to Unaudited Interim Consolidated Financial Statements | F-6 |
F-1
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2026 AND DECEMBER 31, 2025
| | | | | | | | |
| | | | June 30, | | December 31, | ||
| | Note | | 2026 | | 2025 | ||
| | | | (Unaudited) | | | | |
ASSETS | | | | | |
| | |
CURRENT ASSETS | | | | | |
| | |
Cash and cash equivalents | | | | $ | | | $ | |
Inventories | | 3 | |
| | |
| — |
Prepaid expenses and other current assets | | 4 | |
| | |
| |
Tax recoverable | | | |
| — | |
| |
TOTAL CURRENT ASSETS | | | |
| | |
| |
| | | | | | | | |
Operating lease right-of-use assets, net | | 6 | |
| | |
| |
Plant and equipment, net | | 5 | |
| | |
| |
Deferred offering costs | | 7 | |
| — | |
| |
TOTAL ASSETS | | | | $ | | | $ | |
| | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | |
| | |
| |
CURRENT LIABILITIES | | | |
| | |
| |
Operating lease liabilities, current | | 6 | | $ | | | | |
Accrued expenses and other liabilities | | 8 | |
| | |
| |
Due to Director | | 11 | | | | | | — |
TOTAL CURRENT LIABILITIES | | | |
| | |
| |
| | | | | | | | |
Operating lease liabilities, non-current | | 6 | |
| — | |
| |
TOTAL LIABILITIES | | | |
| | |
| |
Commitments and contingencies | | 10 | |
| | |
| |
| | | | | | | | |
Ordinary shares, $ | | 9 | | $ | | | $ | |
Series A preferred shares, $ | | 9 | | | | | | — |
Additional paid-in-capital | | 9 | |
| | |
| |
Accumulated deficits | | | |
| ( | |
| ( |
Accumulated other comprehensive income | | | |
| | |
| |
Total shareholders’ equity | | | |
| | |
| |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | $ | | | $ | |
*
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
F-2
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
| | | | | | | | |
| | | | For the Six Months | ||||
| | | | Ended June 30, | ||||
| | Note | | 2026 | | 2025 | ||
Revenue | | 2 | | $ | | | $ | |
Cost of revenue | | | |
| ( | |
| ( |
Gross profit | | | |
| | |
| |
| | | | | | | | |
Operating expenses | | | |
| | |
| |
General and administrative expenses | | | |
| | |
| |
Research and development expenses | | 2 | | | | | | |
Research and development expenses – related party | | 2,11 | |
| — | |
| |
Total operating expenses | | | |
| | |
| |
| | | | | | | | |
Loss from operations | | | |
| ( | |
| ( |
| | | | | | | | |
Other income (expenses) | | | |
| | |
| |
Other (expenses) income, net | | | |
| ( | |
| ( |
Interest income | | | |
| | |
| |
Total other income (expenses), net | | | |
| ( | |
| |
| | | | | | | | |
Loss before income tax | | | |
| ( | |
| ( |
Income tax credit (expense) | | | |
| — | |
| |
Net loss | | | | $ | ( | | $ | ( |
| | | | | | | | |
Other comprehensive loss, net of tax: | | | |
| | |
| |
Change in cumulative foreign currency translation | | | |
| ( | |
| |
Comprehensive loss | | | | $ | ( | | $ | ( |
| | | | | | | | |
Basic net (loss) income per share* | | | | | ( | | | ( |
Basic weighted average number of shares outstanding* | | 2 | | | | | | |
| | | | | | | | |
Diluted net (loss) income per share* | | | | | ( | | | ( |
Diluted weighted average number of shares outstanding* | | 2 | | | | | | |
*
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
F-3
SL Science Holding Limited
Unaudited Interim Consolidated Statement of Changes in Shareholders’ Equity
For the Six months ended June 30, 2026 and 2025
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | Accumulative | | |
| | Preferred | | Ordinary | | Additional | | | | other | | Total | ||||
| | Shares | | shares | | paid-in | | Accumulated | | comprehensive | | Shareholders’ | ||||
| | Shares | | Amount | | Shares* | | Amount | | capital | | deficits | | income | | equity |
| | | | US$ | | | | US$ | | US$ | | US$ | | US$ | | US$ |
Six months ended June 30, 2026: |
| | | | | | | | | | | | | | | |
Balance at January 1, 2026 |
| — | | — | | | | | | | | ( | | | | |
Conversion of Ordinary shares in connection with reverse recapitalization |
| — | | — | | | | | | | | — | | — | | |
Issuance of PIPE units |
| | | | | | | | | | | — | | — | | |
Transaction cost in connection with reverse recapitalization and issuance of PIPE units |
| — | | — | | — | | — | | ( | | — | | — | | ( |
Net loss for the period |
| — | | — | | — | | — | | — | | ( | | — | | ( |
Foreign currency translation adjustment |
| — | | — | | — | | — | | — | | — | | ( | | ( |
Balance at June 30, 2026 |
| | | | | | | | | | | ( | | | | |
| | | | | | | | | | | | | | | | |
Six months ended June 30, 2025: | | | | | | | | | | | | | | | | |
Balance at January 1, 2025 |
| — | | — | | | | | | | | ( | | | | |
Reversal of prior year carve-out tax difference | | — | | — | | — | | — | | | | — | | — | | |
Foreign currency translation adjustments | | — | | — | | — | | — | | — | | — | | | | |
Net loss for the period |
| — | | — | | — | | — | | — | | ( | | — | | ( |
Balance at June 30, 2025 |
| — | | — | | | | | | | | ( | | | | |
*The shares amounts are presented on a retroactive basis, due to group reorganization (see Note 1 and 9).
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
F-4
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
| | | | | | | | |
| | | | For the Six Months | ||||
| | | | Ended June 30, | ||||
| | Note | | 2026 | | 2025 | ||
CASH FLOWS FROM OPERATING ACTIVITIES |
| | | | |
| | |
Net loss | | | | $ | ( | | $ | ( |
Adjustments to reconcile net loss to net cash used in operating activities | | | |
| | |
| |
Depreciation expenses | | 5 | |
| | |
| |
Lease expenses | | 6 | |
| — | |
| |
| | | | | | | | |
Changes in operating assets and liabilities | | | |
| | |
| |
Inventories | | | |
| ( | |
| |
Prepaid expenses and other current assets | | | |
| | |
| |
Accrued expenses and other liabilities | | | |
| ( | |
| |
Deferred tax liabilities | | | |
| — | |
| ( |
Amount due to an affiliate | | | | | — | | | |
Operating lease liabilities | | | |
| ( | |
| ( |
Tax refund | | | |
| | |
| — |
Net cash (used in) operating activities | | | |
| ( | |
| ( |
| | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | |
| | |
| |
Acquisition of plant and equipment | | 5 | |
| — | |
| ( |
Net cash (used in) investing activities | | | |
| — | |
| ( |
| | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | |
| | |
| |
Proceeds from Director | | | | | | | | — |
Proceeds from reverse recapitalization | | | | | | | | — |
Proceeds from PIPE units | | | | | | | | — |
Payment of offering cost related to reverse recapitalization | | | | | ( | | | ( |
Net cash provided by (used in) financing activities | | | |
| | |
| ( |
| | | | | | | | |
Effect of change in exchange rate | | | |
| ( | |
| |
| | | | | | | | |
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS | | | |
| | |
| ( |
Cash and cash equivalents, beginning of year | | | |
| | |
| |
Cash and cash equivalents, end of year | | | | $ | | | $ | |
| | | | | | | | |
SUPPLEMENTAL CASH FLOW INFORMATION: | | | |
| | |
| |
Income taxes paid | | | | $ | — | | $ | — |
Interest paid | | | | $ | — | | $ | — |
| | | | | | | | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTMENT AND FINANCIAL ACTIVITIES INFORMATION: | | | |
| | |
| |
Addition to operating lease right-of-use assets and lease liabilities | | | | $ | — | | $ | |
Reclassification of deferred offering costs to additional paid-in capital upon business combination | | | | $ | | | $ | — |
Assets acquired from reverse recapitalization | | | | $ | | | $ | — |
Liabilities assumed from reverse recapitalization (settled by working capital loan) | | | | $ | | | $ | — |
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
F-5
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2026 AND 2025
1. ORGANIZATION
SL Science Holding Limited (the “Company” or “SL Science”) was incorporated in the Cayman Islands as an exempted company limited by shares on March 18, 2025, and wholly-owned by SL BIO Ltd., a Cayman Islands exempted company limited by shares (“SL Bio”). The Company has not commenced any operations since its formation. The Company was incorporated solely for the purpose of completing the transactions contemplated by the Business Combination Agreement and Plan of Reorganization, dated May 9, 2025 (as may be further amended, supplemented, or otherwise modified from time to time, the “Business Combination Agreement”).
The parties to the Business Combination Agreement include (i) the Company, (ii) Horizon Space Acquisition II Corp., a Cayman Islands exempted company limited by shares (“HSPT”), (iii) CW Mega Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of the Company (“Merger Sub I”), (iv) WW Century Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of the Company (“Merger Sub II”), and (v) SL Bio, pursuant to which, among other things, (i) Merger Sub I will merge with and into HSPT, with HSPT as the surviving entity and a wholly-owned subsidiary of the Company (the “First Merger”), and (ii) following the First Merger, Merger Sub II will merge with and into SL Bio, with SL Bio as the surviving entity and a wholly-owned subsidiary of the Company (the “Second Merger,” and together with the First Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).
On June 12, 2026, Merger Sub I merged with and into HSPT, with HSPT continuing as the surviving company and becoming a wholly owned subsidiary of the Company. Each issued and outstanding ordinary share of HSPT (other than redeeming and dissenting shares) was automatically cancelled and converted into the right to receive
On the same day, Merger Sub II merged with and into SL Bio, with SL Bio continuing as the surviving company and becoming a wholly owned subsidiary of the Company. Each issued and outstanding ordinary share of SL Bio was automatically cancelled and converted into the right to receive newly issued Company’s ordinary shares based on the exchange ratio set forth in the Business Combination Agreement. In aggregate,
Following the effective time of the First Merger and Second Merger, the Company’s has authorized shares of
In addition, in connection with the Business Combination, on March 24, 2026, the Company entered into subscription agreements with certain investors for PIPE Financing of
F-6
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2026 AND 2025
1. ORGANIZATION (cont.)
The transaction was accounted for as a reverse recapitalization with SL Science being the accounting acquirer and HSPT as the acquired company for accounting purposes. SL Bio was determined to be the accounting acquirer since SL Bio’s shareholders prior to the Business Combination had the greatest voting interest in the combined entity, SL Bio and its subsidiary comprised the ongoing operations, had the go-forward senior management, and the SL Bio shareholders were to control the board of directors and have a majority of the voting power of SL Science. Accordingly, for accounting purposes, the financial statements after the closing of the Business Combination represent a continuation of the financial statements of SL Bio, with the Business Combination treated as the equivalent of issuing shares for the net assets of HSPT, accompanied by a recapitalization. The net assets of HSPT are stated at historical cost, with
On June 15, 2026, the Ordinary Shares of the Company began trading on the NASDAQ under the symbol “SLBT”.
As of the date of this unaudited interim consolidated financial statements, the Company has direct and indirect interests in the following subsidiaries:
| | | | | | | | | | |
| | | | | | | | % of | | |
| | Date of | | Place of | | | | Equity | | Principal |
Name of Entity | | Incorporation | | Incorporation | | Shareholders | | Ownership | | Activities |
SL Bio Limited | | March 18, 2024 | | Cayman | | SL Science | | | Holding | |
SL Bio Co., Ltd (“SL Bio Taiwan”) | | July 21, 2022 | | the Republic of China (“ROC” or “Taiwan”) | | SL Bio | | | research, development and sales of exosome products | |
Horizon Space Acquisition II Corp | | March 21, 2023 | | Cayman | | SL Science | | | Inactive |
Liquidity
As of June 30, 2026, the Group had approximately $
The Group has developed plans to alleviate these unfavorable conditions, included improving its profitability, and obtaining debt financing and loans from existing shareholders for additional funding to meet its operating needs. The management believe that the above financing could provide sufficient fundings for the Group to meet the obligations as they become due for at least twelve months from the date of this unaudited interim consolidated financial statement.
F-7
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2026 AND 2025
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of preparation and presentation
The unaudited interim consolidated financial statement have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) pursuant to the applicable rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial information.
The unaudited interim consolidated financial statements have been prepared on the same basis as SL Bio’s audited consolidated financial statements for the year ended December 31, 2025 and, in the opinion of management, reflect all adjustments, which consist of normal recurring adjustments, considered necessary for a fair presentation of the periods presented. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2026. These unaudited interim consolidated financial statements should be read in conjunction with the Company’s and SL Bio’s audited consolidated financial statements for the year ended December 31, 2025 and accompanying footnotes included. The consolidated balance sheet as of December 31, 2025 was derived from the consolidated financial statements of SL Bio as of that date, but does not include all disclosures, including notes, required by U.S. GAAP.
The functional currency of the major operating subsidiary, SL Bio Taiwan, is the New Taiwan Dollars (“NTD”); however, the accompanying unaudited interim consolidated financial statements have been translated and presented in U.S. Dollars (“US$”).
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the unaudited interim consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
F-8
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2026 AND 2025
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Reverse Recapitalization
Since the owners and management of SL Science possessed voting and operating control of the combined company after the share exchange, the transaction constituted a reverse acquisition for accounting purposes, as contemplated by FASB ASC 805-40 and corresponding ASC 805-10-55-10, 12 & 13. Under this accounting, the entity that issues shares (HSPT – the legal acquirer) is identified as the acquiree for accounting purposes. The entity whose shares are acquired (SL Science) is the accounting acquirer.
In addition, HSPT was characterized as a non-operating public shell company, pursuant to SEC reporting rules. The SEC staff considers a reverse-acquisition with a public shell to be a capital transaction, in substance, rather than a business combination. The transaction is effectively a reverse recapitalization, equivalent to the issuance of stock by the private company for the net monetary assets of the shell corporation accompanied by a recapitalization. The accounting is similar to that resulting from a reverse acquisition, except that the transaction was consummated at book value and
For SEC reporting purposes, SL Science is treated as the continuing reporting entity that acquired HSPT (the historic shell registrant). Therefore, all financial statements filed subsequent to the transaction reflect the historical financial condition, results of operations and cash flows of Reach, for all periods presented.
Principles of Consolidation
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission.
As described in Notes 1 and 9, the Share Exchange was accounted for as a reverse recapitalization, with SL Science treated as the accounting acquirer. Accordingly, the historical financial statements prior to the Share Exchange are those of SL Science and its subsidiaries. The consolidated financial statements include the accounts of SL Science and its subsidiaries for all periods presented, and the accounts of HSBT (the legal acquirer) from June 12, 2026, the date of the Share certified by Nasdaq listing.
The consolidated financial statements include the accounts of the Company and its subsidiaries in which the Company has a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation.
Uses of Estimates
The preparation of the unaudited interim consolidated financial statements in conformity with U.S. GAAP requires management of the Group to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities as of the date of the unaudited interim consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The Group’s management based on their estimates on historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgements about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant accounting estimates reflected in the Group’s unaudited interim consolidated financial statements included provision for expected credit losses of inventories impairment assessment, the assessment of impairment of long-lived assets assessment, right-of-use (“ROU”) assets and operating lease liabilities. Actual results could differ from those estimates.
F-9
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2026 AND 2025
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Risk and uncertainties
Generally, the industry in which the Group operates subjects the Group to a number of risks and uncertainties that can affect its operating results and financial condition. Such factors include, but are not limited to:
·the timing, costs and results of clinical trials and other development activities versus expectations;
·the ability to manufacture products successfully; competition from products sold or being developed by other companies;
·the price of, and demand for products once approved; and
·the ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products.
The global economy has also been materially negatively affected by the outbreak of a widespread health epidemic, such as COVID-19, avia flu or Africa swine flu and there is continued severe uncertainty about the duration and intensity of its impacts. The global growth forecast is uncertain, which may seriously affect our business. While the potential economic impact brought by, and the duration of the outbreak and its new variants may be difficult to assess or predict, a widespread pandemic could result in significant disruption of general economy that could materially negatively affect our business.
Fair Value of Financial Instruments
The Group has adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements, which defines fair value, establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. ASC 820 establishes a three-level valuation hierarchy of valuation techniques based on observable and unobservable input, which may be used to measure fair value and include the following:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Input other than Level 1 that is observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other input that is observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 – Unobservable input that is supported by little or no market activity and that is significant to the fair value of the assets or liabilities.
Our cash and cash equivalents are classified within level 1 of the fair value hierarchy because they are valued using quoted market price.
The carrying amounts of the other financial assets and liabilities, which consist of accounts receivable, restricted cash, other current assets and other liabilities approximate their fair values due to the short-term nature of these instruments.
Cash and cash equivalents
Cash and cash equivalents included cash on hand placed with banks, which are unrestricted as to withdrawal and use and with an original maturity of three months or less.
Deposits in banks in Taiwan are only insured by Central Deposit Insurance Corporation, a government agency, up to NTD 3 million ($91,500), and are consequently exposed to risk of loss. The Group believes the probability of a bank failure, causing loss to the Group, is remote.
F-10
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2026 AND 2025
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Expected credit loss Allowance
The Group adopted ASC 326, Financial Instruments—Credit Losses, which requires to create an impairment model that is based on expected losses.
The Group’s accounts receivable, prepaid expenses and other current assets are within the scope of ASC 326. Accounts receivables are recognized and carried at the original invoice amounts less the expected credit loss. The Group has a policy of reserving for uncollectible accounts based on our best estimate of the amount of probable expected credit losses in the existing accounts receivable. The Group performs ongoing credit evaluations of the customers and maintains an allowance for potential bad debts if required. Other current assets are recognized and carried at the initial amount when occurred less an allowance for any uncollectible amount.
To estimate expected credit losses, the Group has identified the relevant risk characteristics of its counterparty and the related receivables and other current assets which include size, type of the products the Group provides, or a combination of these characteristics. Receivables with similar risk characteristics have been grouped into pools. For each pool, the Group considers the past collection experience, current economic conditions, future economic conditions (external data and macroeconomic factors) and changes in the Group’s customer collection trends. Other key factors that influence the expected credit loss analysis include customer demographics, payment terms offered in the normal course of business to customers, and industry-specific factors that could impact the Group’s receivables. Additionally, external data and macroeconomic factors are also considered. This is assessed annually based on the Group’s specific facts and circumstances. No significant impact of changes in the assumptions since adoption. The Group has assessed its receivable including credit term and corresponding all its receivables in June 2026. Upon such credit terms,
Inventories
Inventories are stated at the lower of cost and net realizable value, with cost determined by the weighted average method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Write-down of potentially obsolete or slow-moving inventories is recorded as cost of revenue based on management’s assumptions about future demand and market conditions.
Plant and Equipment
Plant and equipment are stated at historical cost less accumulated depreciation and impairment losses, if any. Depreciation is computed on a straight-line basis with no salvage value over the estimated useful lives of the assets as follows:
| | |
Leasehold improvement | | Over the shorter of lease term of the estimated useful lives of the assets |
Machinery and equipment | | |
Office equipment | |
The cost and accumulated depreciation of plant and equipment disposed of or sold are removed from the balance sheets and resulting gains and losses are recognized in the statements of operations, if any.
F-11
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2026 AND 2025
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Impairment of Long-Lived Assets
In accordance with the ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets, such as plant and equipment, operating lease right-of-use assets and purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other industrial changes. The determination of recoverability of assets to be held and used is made by comparing the carrying amount of an asset to future undiscounted cash flows to be generated by the assets.
If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. There is
Lease
The Group accounts for leases in accordance with ASC 842, Leases, which requires lessees to recognize leases on the balance sheet and disclose key information about leasing arrangements. For the leases with the term within 12 months, the Group applies the recognition requirements of ASC 842 to short-term leases.
The Group determines if a contract contains a lease based on whether it has the right to obtain substantially all of the economic benefits from the use of an identified asset which the Group does not own and whether it has the right to direct the use of an identified asset in exchange for consideration. ROU assets represent the Group’s right to use an underlying asset for the lease term, and lease liabilities represent the Group’s obligation to make lease payments arising from the lease. ROU assets are initially recognized as the amount of the lease liability, adjusted for lease incentives received. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Group’s incremental borrowing rate (“IBR”), because the interest rate implicit in most of the Group’s leases is not readily determinable.
The IBR is a hypothetical rate based on the Group’s understanding of what its credit rating would be to borrow and resulting interest the Group would pay to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis. Lease payments may be fixed or variable, however, only fixed payments or in-substance fixed payments are included in the measurement of lease liabilities. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments are incurred.
The Group recognized
Statutory reserve
Pursuant to the laws applicable to Taiwan, Taiwanese entities must make appropriations from after-tax profit to the non-distributable “statutory reserve”. Subject to certain cumulative limits, the “statutory reserve” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 100% of the authorized capital (as determined under accounting principles generally accepted in Taiwan (“Taiwan GAAP”) at each year-end). As SL Bio Taiwan had accumulated deficit under Taiwan GAAP during the reporting periods, no appropriations to the statutory reserve was required.
F-12
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2026 AND 2025
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Revenue Recognition
The Group recognizes revenue when its customer obtains control of promised goods or receives services provided in an amount that reflects the consideration which the Group expects to receive in exchange for those goods and services. To determine revenue recognition for the arrangements that the Group determines are within the scope of ASC 606, Revenue from Contracts with Customers, the Group performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation.
The Group’s revenue from contracts with customers is derived from product revenue principally from the sales of products directly to its customers and presents revenue net of VAT.
Revenue for the six months ended June 30, 2026 consists of the following:
| | | | | | | |
| | Corporate | | Retail | | | |
| | Customers | | Customers | | Total | |
Exosome concentrate | | $ | |
| — |
| |
Total | | $ | |
| — |
| |
Revenue for the six months ended June 30, 2025 consists of the following:
| | | | | | | | | |
| | Corporate | | Retail | | | | ||
| | Customers | | Customers | | Total | |||
Exosome concentrate | | $ | | | $ | | | $ | |
Skin care products | |
| | |
| | |
| |
Hair care products | |
| | |
| | |
| |
Total | | $ | | | $ | | | $ | |
Product revenue recognition – point of time
The performance obligations are considered to be met and revenue is recognized when the customer obtains control of the goods. Revenue is recognized at that point of time. The customers pick up the goods directly from the Group’s premise, and the Group has satisfied the contracts’ performance obligations when the goods have been picked up and the acceptance document has been signed by the customers. The Group does not offer sales rebate to its customers. Any discount will be net of the revenue at the point of time. The Group does not provide its customers with the right of return (except for product quality issue). The customer is required to perform product’s quality check immediately upon delivery of the products and reports to the Group within a few days if there is quality issue.
Other revenue
Other revenue represents net amount of exchange difference and interest income recognized for the six months ended June 30, 2026 and 2025.
Cost of revenue
Cost of revenue consists primarily of purchased costs of products for sales and other costs directly related to the sales of products.
F-13
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2026 AND 2025
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
General and administrative expenses
The Group expenses general and administrative expenses as incurred. The Group recorded $
Research and development
Research and development costs are expensed as incurred in accordance with ASC 730, Research and Development. The Group incurs research and development costs in the pursuit of new products and improving the formulation of existing products. Examples of research costs include staff costs, costs for laboratory research, studies, surveys, and other activities aimed at acquiring new knowledge.
CD-19 Armed-T therapy
On June 20, 2024, the Group entered into a licensed patent and know-how transfer agreement with SL Link (the “Patent Transfer Agreement”) to transfer the licensed patent and know-how of CD-19 Armed-T products (the “CD-19 Project”). The licensed patent is related to the research and development of Bi-Specific antibodies for use in producing armed immune cells technology for application in cancer and the relevant know-how (the “CD-19 Patent”). The CD-19 Patent is initially licensed by CytoArm Co., Ltd. (“CytoArm”), a privately-owned company incorporated in Taiwan which engaged in biomedical research business, to SL Link in March 2023. Mr. Wang indirectly owns approximately
The total consideration of the CD-19 Armed-T Licensed Patent is NTD
F-14
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2026 AND 2025
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
The Group is also obligated to pay a royalty of
As of June 30, 2026, the Group has not yet obtained FDA clearance or approval for any of the product candidates, nor has it completed Phase I, II, or III clinical trials, or submitted an IND application to FDA.
Gamma Delta T cell culture technology on Pancreatic and Brain Cancer Treatment
On December 27, 2024, the Group entered into
According to the A&R GDT Cells Licenses Agreement, the Group is granted global exclusive right to use, implement, reproduce, and modify JY BioMed’s proprietary technology and technical data for the development, manufacturing, offering for sale, selling, and use of the products derived and developed from JY BioMed’s GDT Cells technology for pancreatic and brain cancer treatments (“GDT Cells Licenses”). The term of licensed period of the GDT Cells Licenses are
Upon the entering of the GDT Cells License Agreements in December 2024, the Group paid $
F-15
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2026 AND 2025
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
During the six months period ended June 30, 2026 and 2025, the Group paid $
On December 11, 2025 the Group entered into an agreement with HeXun Biosciences Co., Ltd (“HeXun”) for the preparation of IRB specimens and the drafting of quality documentation relating to GDT cell therapy products with total consideration of $
Upon the completion of IRB Agreement, on March 2, 2026, the Group entered into an agreement with HeXun with respect to the clinical trial batch and special approval batch manufacturing and application document for the GDT cell therapy product, the Group is obligated to pay a total consideration of $
As of June 30, 2026, the Group has not yet obtained FDA clearance or approval for any of the GDT product candidates, nor has it completed Phase I, II, or III clinical trials, or submitted an IND application to FDA.
During the six months ended June 30, 2026 and 2025, the Group incurred $
Income Taxes
Income taxes are accounted for under the asset and liability method in accordance with ASC 740, Income Taxes. Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns.
Deferred tax assets and liabilities are determined based on the temporary difference between the financial reporting and tax bases of assets and liabilities, and net operating loss and tax credit carryforwards using enacted tax rates that will be in effect for the period in which the differences are expected to reverse. The Group records a valuation allowance against the amount of deferred tax assets that it determines is not more likely than not of being realized. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date.
The Group recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Group records interest related to unrecognized tax benefits and penalties, if any, within income tax expenses.
Retirement and other post-retirement benefits
Contributions to retirement schemes which are defined contribution plans are charged to the statement of operations as and when the related employee service is provided.
Full time employees of the Group in Taiwan participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care benefits are provided to employees. Taiwanese labor regulations require that the Group to make contributions to the government for these benefits based on certain percentages of the employees’ salaries, up to a maximum amount specified by the government. The Group has no legal obligation for the benefits beyond the contributions made. Total amounts of such employee benefit expenses, which were expensed as incurred, were approximately $
F-16
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2026 AND 2025
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Translation of foreign currency
Our reporting currency is U.S. Dollars (“US$”). We determine the functional currency of each of our international subsidiaries and their operating divisions based on the primary currency in which they operate. Accordingly, the unaudited interim consolidated financial statements of the Group are translated at the following exchange rates: assets and liabilities — current rate on balance sheet date; shareholders’ equity — historical rate; income and expenses — average rate during the year. The resulting translation adjustment is reflected in the accumulated other comprehensive income (loss).
Transactions denominated in other than the functional currencies are recorded at the rate of exchange in effect when the transaction occurs. Gains or losses, resulting from the application of different foreign exchange rates when cash in foreign currency is converted into the entities’ functional currency, or when foreign currency receivable and payable are settled, are credited or charged to income in the period of conversion or settlement. At year-end, the balances of foreign currency monetary assets and liabilities are recorded based on prevailing exchange rates and any resulting gains or losses are included in the statements of operations and comprehensive income (loss).
Translation of amounts from NTD into US$ has been made at the following exchange rates for the respective year:
| | | | |
| | For the Six Months | ||
| | Ended June 30, | ||
| | 2026 | | 2025 |
Years ended NTD: US$1 exchange rate |
| |
| |
Annual average NTD: US$1 exchange rate |
| |
| |
Comprehensive income (loss)
Comprehensive income (loss) represents net income (loss) plus the results of certain changes in shareholders’ equity (deficit) during a period from non-owner sources.
Comprehensive income (loss) is defined as the changes in equity of the Group during a period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Among other disclosures, ASC 220, Comprehensive Income, requires that all items that are required to be recognized under current accounting standards as components of comprehensive income (loss) be reported in a financial statement that is displayed with the same prominence as other financial statements. For each of the periods presented, the Group’s comprehensive income (loss) includes net income (loss) and foreign currency translation adjustments, which are presented in the statements of comprehensive income (loss).
Certain entities within the Group have intra-group loans denominated in currencies other than the functional currency of the borrowing or lending entity. Where settlement of such loans is neither planned nor anticipated in the foreseeable future, the loans are considered to be of a long-term-investment nature. In accordance with ASC 830-20-35-3(b), foreign currency transaction gains and losses arising from these loans are not recognized in net income (loss), but are reported in the same manner as translation adjustments, as a component of other comprehensive income (loss), and are included in foreign currency translation adjustments within accumulated other comprehensive income (loss). Foreign currency transaction gains and losses arising from other intra-group balances that are not of a long-term-investment nature are recognized in net income (loss) as part of other income (expense), net.
The determination of whether an intra-group loan is of a long-term-investment nature requires management judgment. If the Group’s settlement intention for such a loan changes, foreign currency transaction gains and losses arising after the date of the change are recognized in net income (loss). Amounts previously recorded in accumulated other comprehensive income (loss) remain there until the sale or substantially complete liquidation of the related foreign entity, at which time they are reclassified to net income (loss).
F-17
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2026 AND 2025
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Net (Loss) Income per Share
Each unit consists of
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Basic (loss) income per share is calculated by dividing the net (loss) income by the weighted-average number of Ordinary Shares outstanding during the period. Diluted loss per share is calculated by dividing the loss by the weighted-average number of Ordinary Shares and potentially dilutive securities outstanding during the period. Potentially dilutive Ordinary Shares consist of ordinary shares issuable upon six months following the closing of Business Combination or each units of Preferred A Series Shares. The dilutive effect of outstanding shares is reflected in diluted earnings per share by application of the treasury stock method, or the if-converted method. Potentially dilutive Series A preferred shares of
Concentration of risks
Concentration of suppliers
The following supplier accounted for 10% or more of purchase for the six months ended June 30, 2026 and 2025:
| | | | | |
| | For the Six Months | | ||
| | Ended June 30, | | ||
Supplier | | 2026 | | 2025 |
|
Vendor A |
| | % | | % |
Concentration of customers
The following customers accounted for 10% or more of sales for the six months ended June 30, 2026 and 2025:
| | | | | |
| | For the Six Months |
| ||
| | Ended June 30, | | ||
Customer | | 2026 | | 2025 |
|
Customer A |
| | % | — | % |
Customer B | | | % | | % |
There is
Concentration of credit risk
Financial instruments that potentially expose the Group to the concentration of credit risk consist primarily of cash and cash equivalents, restricted cash, accounts receivable, prepaid expenses and other current assets. The Group places its cash and cash equivalents and restricted cash with financial institutions with credit ratings and quality where the Group considers acceptable.
The risks with respect to accounts receivable are mitigated by credit evaluations performed on the debtors and ongoing monitoring of outstanding balances.
F-18
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2026 AND 2025
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Foreign currency exchange risk
The reporting currency of the Group is US$, to date the majority of the revenues and costs are denominated in NTD and a significant portion of the assets and liabilities are denominated in NTD. As a result, the Group is exposed to foreign currency exchange risk as its revenues and results of operations may be affected by fluctuations in the exchange rate between US$ and NTD. If NTD depreciates against US$, the value of NTD revenues and assets as expressed in US$ financial statements will decline. The Group does not hold any derivative or other financial instruments that expose to substantial market risk.
NTD is not a freely convertible currency. The Central Bank of the Republic of China, under the authority of Taiwan government, controls the conversion of NTD to foreign currencies. There are restrictions and limits on the conversion of NTD to other currencies, especially for capital account transactions. Individuals and businesses face conversion quotas and approvals required from the authorities.
Recently Issued 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, which requires a public entity to disclose additional information about specific expense categories in the notes to the financial statements on an annual and interim basis. It is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. In January 2025, the FASB issued ASU 2025-01 to clarify that all public entities, including non-calendar year-end entities, should adopt the disclosure requirements of ASU 2024-03. The Company is currently evaluating the impact of this standard on its unaudited interim consolidated financial statements and related disclosures, and do not expect the adoption will have a material impact on its financial statements and disclosures.
In May 2025, the FASB issued ASU 2025-04, Compensation — Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer. The amendments clarify the accounting for share-based consideration payable to a customer under Topic 718 and Topic 606. The amendments are effective for annual reporting periods, including interim periods within those annual periods, beginning after December 15, 2026. Early adoption is permitted. The Group is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures, and does not expect the adoption will have a material impact on its consolidated financial statements and disclosures.
Recently Adopted Accounting Pronouncements
In July 2025, the FASB issued ASU 2025-05, Financial Instruments — Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments provide a practical expedient and, if applicable, an accounting policy election to simplify the measurement of credit losses for certain receivables and contract assets. The amendments are effective for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted in any interim or annual period in which financial statements have not yet been issued or made available for issuance. The Group has adopted ASU 2025-05 and the adoption did not have a material impact on the Group’s unaudited consolidated financial statements.
Except as mentioned above, the Group does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Group’s consolidated balance sheets, consolidated statements of operations and comprehensive income (loss) and consolidated statements of cash flows.
F-19
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2026 AND 2025
3. INVENTORIES
Inventories, net consist of the following:
| | | | | | |
| | June 30, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (Unaudited) | | | | |
Finished goods | | $ | | | $ | — |
The Group has
4. PREPAID EXPENSES AND OTHER CURRENT ASSETS
The amount of prepaid expenses and other current assets consist of the following:
| | | | | | |
| | June 30, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (Unaudited) | | | | |
Value added tax credit | | $ | | | $ | |
Other receivable | | | — | |
| |
Security deposits | | | | |
| |
Prepaid income tax | | | | | | — |
Prepaid operating expenses | | | | |
| |
Total | | $ | | | $ | |
The Group did
5. PLANT AND EQUIPMENT, NET
Plant and equipment, net consist of the following:
| | | | | | |
| | June 30, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (Unaudited) | | | | |
Leasehold improvement | | $ | | | $ | |
Machinery and equipment | |
| | |
| |
Office equipment | |
| | |
| |
Subtotal | |
| | |
| |
Less: accumulated depreciation | |
| ( | |
| ( |
Total | | $ | | | $ | |
Depreciation expenses included in general and administration expenses for the six months ended June 30, 2026 and 2025 were $
6. LEASES
The Group’s operating lease consist of leases for office space in Taiwan and the Group is the lessee under the terms of the operating leases. For the six months ended June 30, 2026 and 2025, the operating lease cost was $
The Group has entered into a operating lease with the third party landlord effective on January 1, 2025. The operating leases have remaining lease terms of
F-20
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2026 AND 2025
6. LEASES (cont.)
As of June 30, 2026 and December 31, 2025, the Group stated the following amounts in these unaudited interim consolidated balance sheets:
| | | | | | |
| | June 30, | | December 31, | ||
| | 2026 | | 2025 | ||
| | (Unaudited) | | | | |
Assets |
| | | | | |
Operating lease right-of-use assets | | $ | | | $ | |
Total | |
| | |
| |
| | | | | | |
Liabilities | |
| | |
| |
Operating lease liabilities, current | |
| | |
| |
Operating lease liabilities, non-current | |
| — | |
| |
Total lease liabilities | | $ | | | $ | |
Maturities of lease liabilities were as follows:
| | | |
| | Operating | |
| | Lease | |
As of June 30, 2026 | | (Unaudited) | |
From July 1, 2026 to June 30, 2027 | |
| |
Present Value of future minimum lease payments | | $ | |
Less: Current obligations | |
| ( |
Long term obligations | | $ | — |
Supplemental cash flow information related to leases where the Group was the lessee for the six months ended June 30, 2026 and 2025 was as follows:
| | | | | | |
| | For the Six Months Ended June 30 | ||||
| | 2026 | | 2025 | ||
| | (Unaudited) | | (Unaudited) | ||
Operating cash outflows from operating lease | | $ | | | $ | |
7. DEFERRED OFFERING COSTS
Deferred offering costs represent legal, accounting, underwriting, and other direct costs incurred in connection with a planned equity or debt offering. These costs are deferred until the closing of the offering, at which time the deferred costs are offset against the offering proceeds, In the event the offering is unsuccessful or aborted, the costs will be expenses.
As of December 31, 2025, deferred offering costs amounted to $
F-21
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2026 AND 2025
8. ACCRUED EXPENSES AND OTHER LIABILITIES
The amount of accrued expenses and other liabilities consists of the followings:
| | | | | | |
| | June 30, | | December 31, | ||
| | 2026 | | 2025 | ||
| | | (Unaudited) | | | |
Accrued expenses | | $ | | | $ | |
Accrued audit fee | |
| — | |
| |
Accrued staff costs | |
| | |
| |
Others | |
| | |
| |
Total | | $ | | | $ | |
9. SHARE CAPITAL
The Company is authorized to issue $
In connection with the Business Combination, on March 24, 2026, the Company entered into subscription agreements with certain investors for PIPE Financing of
On June 12, 2026, Merger Sub I merged with and into HSPT, with HSPT continuing as the surviving company and becoming a wholly owned subsidiary of the Company. Each issued and outstanding ordinary share of HSPT (other than redeeming and dissenting shares) was automatically cancelled and converted into the right to receive
On the same day, Merger Sub II merged with and into SL Bio, with SL Bio continuing as the surviving company and becoming a wholly owned subsidiary of the Company. Each issued and outstanding ordinary share of SL Bio was automatically cancelled and converted into the right to receive newly issued ordinary shares of the Company based on the exchange ratio set forth in the Business Combination Agreement. In aggregate,
Following the effective time of the First Merger and Second Merger, the Company has authorized shares of
F-22
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2026 AND 2025
9. SHARE CAPITAL (cont.)
Retroactive Application of the Reverse Recapitalization
As the Share Exchange was accounted for as a reverse recapitalization, the historical financial statements prior to the Share Exchange are those of SL Bio. The equity structure has been retroactively restated in all comparative periods to reflect the number of shares of the Company’s ordinary share, par value $
10. COMMITMENTS AND CONTINGENCIES
Except for the contractual commitments disclosed under ‘Research and Development’ in Note 2 and the future lease payments disclosed in Note 6, the Group had no other material contractual commitments requiring disclosure as of June 30, 2026.
11. RELATED PARTY TRANSACTION
As of June 30, 2026, the amount due to Director was consisted of the following:
| | | | | | | |
Name | | Amount | | Relationship | | Note | |
Mr. Wang | | $ | |
| a director and a shareholder of the Company |
| Loan to the Group, interest free and due for repayment on August 31, 2026 |
As of December 31, 2025, the Group has
During the six months ended June 30, 2026, the Group has
During the six months ended June 30, 2025, the Group had the following transaction with related party:
| | | | | | | |
Name | | Amount | | Relationship | | Note | |
JY BioMed | | $ | |
| Company owned by our Chief Technical Officer of the Company, Dr. Shen |
| Research and development costs paid for GDT Cells Licenses to the Group |
12. SEGMENT REPORTING
The Group’s chief operating decision maker, who has been identified as the Board of Directors, evaluates segment performance and allocates resources based on several factors, of which the primary financial measures are operating income and research and development costs.
During the six months ended June 30, 2026 and 2025, the
F-23
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2026 AND 2025
12. SEGMENT REPORTING (cont.)
There was no revenue generated and assets allocated for the CD-19 Armed-T products and GDT cell therapy products segments for the six months ended June 30, 2026 and 2025. The Company’s chief operating decision maker evaluates performance based on each reporting segment’s revenue, cost of revenues, operating expenses, operating income (loss), other income (expense), and income (loss) before income taxes. The respective information by segment for the six months ended June 30, 2026 and 2025 were as follows:
For the six months ended June 30, 2026
| | | | | | | | | | | | | | | |
| | | | | CD-19 | | GDT cell | | Corporate | | | | |||
| | Exosome | | Armed-T | | therapy | | and | | | | ||||
| | Products | | Products | | Products | | Unallocated | | Total | |||||
Revenue | | $ | | | $ | — | | $ | — | | $ | — | | $ | |
Cost of revenue | |
| ( | |
| — | |
| — | |
| — | |
| ( |
Gross profit | |
| | |
| — | |
| — | |
| — | |
| |
Operating expenses | |
| | |
| | |
| | |
| | |
| 2,719,661 |
Operating profit (loss) | |
| | |
| ( | |
| ( | |
| ( | |
| ( |
Other income (expenses), net | |
| ( | |
| — | |
| — | |
| — | |
| ( |
Profit (loss) before income tax | |
| | |
| ( | |
| ( | |
| ( | |
| ( |
| | | | | | | | | | | | | | | |
As of June 30, 2026 | |
| | |
| | |
| | |
| | |
| |
Identifiable long-lived assets | |
| | |
| — | |
| — | |
| | |
| |
Total assets | |
| | |
| — | |
| — | |
| | |
| |
For the six months ended June 30, 2025:
| | | | | | | | | | | | | | | |
| | | | | CD-19 | | GDT cell | | Corporate | | | | |||
| | Exosome | | Armed-T | | therapy | | and | | | | ||||
| | Products | | Products | | Products | | Unallocated | | Total | |||||
Revenue | | $ | | | $ | — | | $ | — | | $ | — | | $ | |
Cost of revenue | |
| ( | |
| — | |
| — | |
| — | |
| ( |
Gross profit | |
| | |
| — | |
| — | |
| — | |
| |
Operating expenses | |
| | |
| | |
| | |
| | |
| |
Operating income (loss) | |
| | |
| ( | |
| ( | |
| ( | |
| ( |
Other income (expenses), net | |
| ( | |
| — | |
| — | |
| | |
| |
Profit (loss) before income tax | |
| | |
| ( | |
| ( | |
| ( | |
| ( |
| | | | | | | | | | | | | | | |
As of June 30, 2025 | | | | | | | | | | | | | | | |
Identifiable long-lived assets | | | | | | — | | | — | | | | | | |
Total assets | | | | | | — | | | — | | | | | | |
As of June 30, 2026 and 2025, the Group’s total assets and long-lived assets are under the segments of sales of Exosome Products and Corporate and unallocated. All of the payments incurred for research and development of CD-19 Armed-T products and GDT cell therapy products segments are expensed.
F-24
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
SIX MONTHS ENDED JUNE 30, 2026 AND 2025
13. SUBSEQUENT EVENTS
The shareholders and the board of directors of the Company approved share incentive plan (the “2026 Share Incentive Plan”) on September 24, 2026 (the “Effective Date”), under which certain securities of the Company (the “Awarded Shares”) may be awarded to directors, employees and consultants of the Company or its subsidiaries (the “Eligible Participant(s)”) pursuant to the terms of the 2026 Share Incentive Plan. The purpose of the 2026 Share Incentive Plan is to recognize and reward the contribution of the Eligible Participants to the growth and development of the Group and to give incentives to them in order to retain them for the continual operation and development of the Group and to attract suitable personnel for further development of the Group. Subject to any early termination as may be determined by the Board pursuant to the rules, the 2026 Share Incentive Plan shall be valid and effective for a term of
Subject to the authorized share capital as provided in the memorandum of association and articles of association of the Company then in effect, the Share Limit will be increased automatically on January 1st of each calendar year during the term of the 2026 Share Incentive Plan commencing on January 1, 2027 (each, an “Evergreen Date”), by an amount equal to three percent (
Details of the 2026 Share Incentive Plan have been set out in the Company’s Form S-8 filed with the SEC on October 9, 2026.
In addition, on May 14, 2026 and May 21, 2026, SL Bio has entered into non-interest bearing loan agreements with the Mr. Wang, under which a total aggregate loan amount of $
Other than the above, the Company has evaluated subsequent events through October 26, 2026, the date of the issuance of the unaudited interim consolidated financial statement, and no subsequent event is identified.
F-25
Exhibit 99.2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References in this report (this “Report”) to “we,” “us” or the “Company” refer to SL Science Holding Limited, a Cayman Islands exempted company, and its consolidated subsidiaries. References to our “management” or our “management team” refer to our officers and directors. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited consolidated financial statements and the notes thereto contained elsewhere in this Report and with the discussion and analysis of our financial condition and results of operations contained in our registration statement on Form F-1 for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 31, 2026. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the safe harbor provisions created by the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact, including statements that relate to, among others, our plans, objectives and expectations for our business, strategy, operations, financial condition, results of operations, liquidity, certain ongoing transactions, regulatory approvals and clinical trials are forward-looking statements. When used in this Report, such statements can be identified by terminology such as “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “forecast,” “future,” “goal,” “hope,” “if,” “intend,” “likely,” “may,” “mission,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “will” and similar expressions, although not all forward -looking statements contain such identifying words. Forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management. Although we believe that the expectations reflected in forward-looking statements are reasonable, such statements involve known and unknown risks, uncertainties and other factors, many of which are beyond our control, that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. You should not place undue reliance on forward-looking statements, which speak only as of the date of this Report. Except as required by applicable law, we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information, future events and circumstances or otherwise, after the date of this Report. You should, however, review the risks, factors and additional discussions related thereto in this Report and other filings we file from time to time with the SEC.
Overview
We specialize in developing innovative cellular and gene therapies. We began our business in 2023, and serves as a supplier of animal products to customers in Taiwan. Since June 2024, we have engaged in research and development in the biomedical industry, including with CD-19 Armed-T products and further extended this research and development to GDT cell therapy products for brain and pancreatic cancers in December 2024.
SL Bio Limited (“SL Bio”), our directly and wholly owned subsidiary, was established as the holding company with the intention to perform reorganization of X-Source Future Technology Co., Ltd., a company incorporated in Taiwan in July 2022 (the “Reorganization”). On November 4, 2024, X-Source Future Technology Co., Ltd. changed its name to SL Bio Co., Ltd. (“SL Bio Taiwan”). On May 6, 2022, SL Link Co., Ltd. (“SL Link”), a company incorporated in Taiwan, commenced the research and development of the Exosome business and then decided to exercise the business reorganization and spin-off such business into a separate legal entity, SL Bio Taiwan. SL Link has continued its operation in semiconductor equipment design and service; and research and development of biomedical products business and referred to as the “OldCo”. SL Bio, through SL Bio Taiwan, manages the research, development and sales of Exosome products (Exosome Business), which was historically operated by the OldCo and, not as a standalone entity prior to the completion of the Reorganization transactions completed on June 14, 2024.
SL Bio is primarily engaged in sales of plant extract products and milk-derived exosome products to the customers in Taiwan. Early in June 2024, SL Bio obtained patents, technology and global market authorization from CytoArm the research and development of Bi-Specific antibodies for use in producing armed immune cells technology for application in blood cancer therapy. This cooperation leads SL Bio to commence the cancer therapeutics technology that marks a significant expansion of SL Bio’s research and development capabilities. On March 9, 2023, SL Link entered into a global exclusive license agreement with CytoArm (the “CytoArm License Agreement”) to license the patent and know-how of CD-19 Armed-T products (the “CD-19 Armed-T Licensed Patent”). On June 20, 2024, the license was transferred to us from SL Link in accordance with the patent transfer agreement (the “Patent Transfer Agreement”). Upon entering into the Patent Transfer Agreement, SL Link transferred the CD-19 Armed-T Licensed Patent, including the cooperation rights with CytoArm and the results generated from the CD-19 Armed-T products, to SL Bio, for $949,771, which is equivalent to the cost that SL Link incurred for research and development prior to the transfer. SL Bio bears the research and development costs of the CD-19 Armed-T products thereafter. CytoArm consented to the transfer of the CD-19 Licensed Patent to SL Bio and agreed to continue cooperating with SL Bio for the research and development of the CD-19 Armed-T products. On November 20, 2024, CytoArm, SL Bio, and SL Link entered into a supplementary agreement to confirm the transfer of the CD-19 Armed-T Licensed Patent from SL Link to the Group and clarified the transfer of the rights, obligations, and financial arrangements between the parties. Under the CytoArm License Agreement and the supplementary agreement, SL Bio continues to hold a perpetual, irrevocable, royalty-bearing, exclusive license to manufacture, use, import, offer to sell, and sell the CD-19 Armed-T products.
On December 27, 2024, SL Bio entered into two license agreements with JY BioMed for proprietary technology and technical data relating to GDT cells technology for pancreatic and brain cancer treatment in the global market. On April 8, 2025, SL Bio amended and restated its agreement with JY BioMed to, among other things, combine the two prior agreements into a single agreement, grant SL Bio exclusive licenses for pancreatic and brain cancer treatment, and adjust the total consideration.
The total consideration to JY BioMed under the amended and restated GDT Cells Licenses Agreement is $38 million and SL Bio is obligated to pay a royalty of 7% and 10% of the sales of the GDT cell therapy products for pancreatic and brain cancer treatment generated from JY BioMed Licenses, respectively. As of the date of this Report, $1 million of the total consideration was paid to JY BioMed for the initial research and development costs and material costs of the GDT cell therapy products for pancreatic and brain cancer treatment with $37 million remaining subject to the satisfaction of certain specified conditions and milestones. SL Bio will bear the future research and development costs of GDT cell therapy products thereafter. The term of licensed period of the GDT Cells Licenses is 20 years after the GDT cell therapy products are launched, unless terminated if there is a mutual recognition of significant delays or impossibility of completion, a material breach not corrected within thirty days, certain financial or organizational changes causing damage, delayed payments constituting a material breach, false reporting by SL Bio, or an incurable material breach.
Outlook
Our vision is to be a leading provider of innovative and effective cellular therapies globally, transforming cancer treatment and regenerative medicine. The success of the Company will be dependent on an employee base that includes specialists with extensive medical and biological training. We will focus on product development, continuous improvement of its research and development capabilities with the partners, CytoArm and JY BioMed. We intend to accomplish this through new product development, acquisitions, licensing, the application of intellectual property unique to the medical industry, and through investing in research and development capabilities that enable us to compete globally. Further, we intend to continue increasing the market value of its intellectual property portfolio to support licensure of all its products globally.
Key Factors Affecting Our Performance
We believe that future success will be dependent on several key factors, including those discussed below. While these areas represent opportunities for us, they also represent challenges and risks that we must successfully address in order to continue the growth of our business and improve our results of operations.
Proven Capabilities Across a Broad Spectrum of Solutions
We have an extensive suite of solutions ranging from human-derived immune cells products for brain and pancreatic cancers treatments to milk-derived exosome skin care and plant extract haircare product sales. We face competition from well-financed biopharma companies and is working to distinguish itself through advancements which distinguish its solutions from the competition.
Notable Strategic Partnerships, Offering Validation and Growth Potential
We are an exosome products supplier, as well as having licensing partnerships with CytoArm for CD-19 Armed-T products and JY BioMed to develop GDT cell therapy products for brain and pancreatic cancer treatments. The length of the existing licensing partnerships and the establishment of new licensing partnerships will have a direct impact on our future revenues.
Proprietary Technology Supported by Licensing Agreements and IP Portfolio
Multi-decade, exclusive licensing agreements and owned, patented technology provides us with competitive first-mover advantage in each of its clinical markets.
Large and Underserved Markets for Each Solution Showcase Untapped Growth Potential
Multi-billion-dollar global market sizes over the next decade provide significant growth potential for our solutions. Entering large and underserved markets requires significant increases in production capacity, business development expenses, IT expenses, marketing expenses, labor costs related to employee headcount, and back-office support.
Strong Leadership Team with Deep Expertise in Biotech and Finance
We have a founder-led management team with experience in new drug development, medical-grade health product development, and financial management and accounting. Expansion of the Company will lead to increased costs to hire skilled labor with the level of expertise required to execute our expansion plans. The labor pool for expertise of the caliber required to execute our business plan is limited and will likely require significant expenditures related to salary and wages to attract qualified talent to the business.
Production Capacity
We may be required to make significant capital expenditures to execute our business plan. These capital expenditures would be invested in further research and development, facilities, production equipment and other expenses to support increases in production. To the extent we outsource production, its cost of revenue may be higher versus in-house production but may be offset in whole or in part because capital expenditures will be reduced.
Customer Demand
Favorable industry dynamics for blood, pancreatic and brain cancer therapeutics market present us with numerous growth opportunities. According to a report published by Market Research Future in April 2025, the global blood cancer therapeutics market size in 2025 was estimated to $42.32 billion and is estimated to grow to $73.66 billion in 2034 with a CAGR of 6.35%. According to Fortune Business Insights, the global pancreatic cancer treatment market is currently valued at approximately $3.30 billion and is projected to reach $10.69 billion by 2032, reflecting a strong compound annual growth rate. In the U.S., the market alone is expected to grow to about $5.25 billion by 2032, highlighting the country’s significant role in driving demand and innovation in cancer care. Similarly, the global brain tumor treatment market, valued at around $2.07 billion in 2024, is anticipated to rise to $4.42 billion by 2032. The U.S. market for brain tumor therapies is projected to reach $1.47 billion by 2030, demonstrating parallel momentum and growing commercial potential.
Our licensors are positioned to address this growing demand given their modular and portable production design and anticipated return on invested capital.
Research and Development
CD-19 Armed-T therapy
On June 20, 2024, we entered into a licensed patent and know-how transfer agreement with SL Link (the “Patent Transfer Agreement”) to transfer the licensed patent and know-how of CD-19 Armed-T products (the “CD-19 Project”). The licensed patent is related to the research and development of Bi-Specific antibodies for use in producing armed immune cells technology for application in cancer and the relevant know-how (the “CD-19 Patent”). The CD-19 Patent is initially licensed by CytoArm Co., Ltd. (“CytoArm”), a privately-owned company incorporated in Taiwan which engaged in biomedical research business, to SL Link in March 2023. Mr. Wang indirectly owns approximately 12.5% of CytoArm through SL Link on date of transaction, June 30, 2026 and December 31, 2025. According to the Patent Transfer Agreement, SL Link transferred the cooperation rights with CytoArm and the results generated from the CD-19 Project to us for $949,771, which is equivalent to the amount that SL Link paid for the research and development of the CD-19 Project. We also agreed to bear the future research and development of the CD-19 Project. CytoArm agreed SL Link to transfer the CD-19 Patent to us and will not charge additional costs to us. On November 20, 2024, CytoArm, the Group and SL Link entered into a supplementary agreement to confirm the transfer of the CD-19 Project from SL Link to us and clarified the transfer of the rights, obligations and financial arrangements between the parties. Under the original license agreement with CytoArm and the supplementary agreement, we continues to hold a perpetual, irrevocable, royalty-bearing, exclusive license to manufacture, use, import, offer to sell, and sell the CD-19 Armed-T products.
The total consideration of the CD-19 Armed-T Licensed Patent is NTD142,000,000 including VAT (or $4,373,600). During the six months ended June 30, 2026 and 2025, we did not pay any research and development expenses to CytoArm. As of June 30, 2026 and December 31, 2025, $277,200 was paid to CytoArm in accordance with the agreements. We will pay the remaining consideration of NTD133,000,000 ($4,096,400) to CytoArm for further research and development of this technology and for the application to a variety blood cancer drugs and products when certain conditions and milestones are satisfied and completed by CytoArm.
We are also obligated to pay a royalty of 15% of the sales of the CD-19 Armed-T products generated from CD-19 Armed-T Licensed Patent to CytoArm on a quarterly basis, and patent application fees (if any), patent maintenance fees, and project development fees, as well as expenses, costs, taxes, and fees incurred during the term of the agreement. As of June 30, 2026 and December 31, 2025, there have been no patent application fees, patent maintenance fees, or project development fees payable or reimbursable by us under the CytoArm license agreement. As of June 30, 2026, we have not yet obtained FDA clearance or approval for any of the product candidates, nor has it completed Phase I, II, or III clinical trials, or submitted an IND application to FDA.
Gamma Delta T cell culture technology on Pancreatic and Brain Cancer Treatment
On December 27, 2024, we entered into two global non-exclusive license agreements for Gamma Delta T Immune Cells (“GDT Cells”) with Ji Yan BioMedical Co., Ltd. (“JY BioMed”), a company registered in Taiwan, for “Human-Derived Immune Cell γδT Cell Pharmaceutical - Clinical-Grade Manufacturing Technology” and the related proprietary expertise and technical data, with the capability for clinical application development in pancreatic and brain cancers treatments (collectively referred as the “GDT Cells License Agreements”). On April 8, 2025, we amended and restated its agreement with JY BioMed to, among other things, combine the two prior agreements into a single agreement, grant us exclusive licenses for pancreatic and brain cancer treatment, and adjust the total consideration (the “A&R GDT Cells Licenses Agreement”). Dr. Shen Hsieh-Tsung, Ethan (“Mr. Shen”), our Chief Technical Officer (“CTO”), has served as JY BioMed’s Chief Executive Officer until August 1, 2025 and has served as the Chairman of JY BioMed since December 1, 2025, and holds approximately 76.0% and 76.0% equity stake on the date of transaction and December 31, 2025 and June 30, 2026, respectively.
According to the A&R GDT Cells Licenses Agreement, we are granted global exclusive right to use, implement, reproduce, and modify JY BioMed’s proprietary technology and technical data for the development, manufacturing, offering for sale, selling, and use of the products derived and developed from JY BioMed’s GDT Cells technology for pancreatic and brain cancer treatments (“GDT Cells Licenses”). The term of licensed period of the GDT Cells Licenses are 20 years after the GDT cell therapy products are launched, unless terminated by either party with thirty days’ written notice if there is a mutual recognition of significant delays or impossibility of completion, a material breach not corrected within thirty days, certain financial or organizational changes causing damage, delayed payments constituting a material breach, false reporting by SL Bio, or an unrectifiable material breach.
Upon the entering of the GDT Cells License Agreements in December 2024, we paid $1 million including VAT to JY BioMed for the initial research and development costs and material costs of the GDT cell therapy products for pancreatic and brain cancer treatment. We will also bear the future research and development costs of GDT cell therapy products thereafter. The total consideration of the A&R GDT Cells Licenses Agreement is $38 million including VAT and we are obligated to pay a royalty of 7% and 10% of the sales of the GDT cell therapy products for pancreatic and brain cancer treatment generated from GDT Cells Licenses, respectively.
During the six months period ended June 30, 2026 and 2025, we paid $nil and $448,571 to JY BioMed for research and development expenses for GDT Cell Licenses. As of June 30, 2026, $1 million including VAT was paid to JY BioMed in according to the A&R GDT Cells Licenses Agreement. We will pay the remaining consideration of $37 million to JY BioMed for as milestone payments for further research and development of this technology and for the application to a pancreatic and brain cancer drugs and products when certain conditions and milestones are satisfied and completed by JY BioMed.
On December 11, 2025 we entered into an agreement with HeXun Biosciences Co., Ltd (“HeXun”) for the preparation of IRB specimens and the drafting of quality documentation relating to GDT cell therapy products with total consideration of $825,000 {“IRB Agreement”}. During the six months ended June 30, 2026, the conditions and milestones are satisfied and completed by HeXun. Accordingly, we recognized $825,000 as research and development expenses for the six months ended June 30, 2026.
Upon the completion of IRB Agreement, on March 2, 2026, we entered into an agreement with HeXun with respect to the clinical trial batch and special approval batch manufacturing and application document for the GDT cell therapy product, we are obligated to pay a total consideration of $474,000 when certain conditions and milestones are satisfied and completed by HeXun. During the six months ended June 30, 2026, we had paid $213,300 under the agreement. The remaining $260,700 is contractually committed and will be payable in future upon the achievement of specified milestones set out in the agreement.
As of June 30, 2026, we have not yet obtained FDA clearance or approval for any of the GDT product candidates, nor has it completed Phase I, II, or III clinical trials, or submitted an IND application to FDA.
During the six months ended June 30, 2026 and 2025, we incurred $1,168,071 and $699,771, respectively, for the research and development expenses of the new product pipeline. As of June 30, 2026 and December 31, 2025, we have not capitalized any research and development expenses.
Costs of Revenue
Our profitability may be affected by our ability to effectively manage our purchase costs of the exosome products from the single supplier in Taiwan. If purchase prices increase, we will have to offset these higher costs either through price increases to our customers. Our ability to control our costs is also dependent on our ability to negotiate with our supplier for a better price and our ability to source the products from other reliable suppliers in a cost-efficient manner. In addition, we expect that an increase in our sales volume will enable us to lower our purchase costs through economies of scale. Our royalty costs will also increase the costs of revenue in accordance with the increased revenue generated from the sales of licensed products and rendering of licensed services in future.
Regulatory Landscape
The sale and purchase of our products are subject to extensive federal, state, local, and foreign government laws. We are also subject to the rules and regulations of the U.S. Federal Drug Administration and various state and international agencies that control the export, import, distribution, and sale of medical products which will be developed from the CD-19 and GDT technologies in future. Such regulations may adversely affect demand for our products by imposing limitations that increase the costs or limit the availability of our products.
Results of Operations
Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025
The following table presents summarized financial information taken from our consolidated statements of operations for the six months ended June 30, 2026 compared with the six months ended June 30, 2025 (amounts in thousands):
| | | | | | |
| | For the Six Months | ||||
| | Ended June 30, | ||||
| | 2026 | | 2025 | ||
Net revenue | | $ | 1,387 | | $ | 1,129 |
Cost of revenue | |
| (829) | |
| (740) |
Gross profit | |
| 558 | |
| 389 |
General and administrative expenses | |
| 1,490 | |
| 1,282 |
Research and development expenses | |
| 1,230 | |
| 717 |
Total operating expenses | |
| 2,720 | |
| 1,999 |
Loss from operations | |
| (2,162) | |
| (1,610) |
Other income (expenses), net | |
| (8) | |
| (21) |
Interest income | |
| 8 | |
| 29 |
Total other income, net | |
| — | |
| 8 |
Loss before income tax | |
| (2,162) | |
| (1,602) |
Income tax | |
| — | |
| — |
Net loss | | $ | (2,162) | | $ | (1,602) |
Net Revenue
Revenue for the six months ended June 30, 2026 (unaudited) consists of the following:
| | | | | | | | | |
| | Corporate | | Retail | | | | ||
| | Customers | | Customers | | Total | |||
Exosome concentrate | | $ | 1,386,608 | | $ | — | | $ | 1,386,608 |
Total | | $ | 1,386,608 | | $ | — | | $ | 1,386,608 |
Revenue for the six months ended June 30, 2025 (unaudited) consists of the following:
| | | | | | | | | |
| | Corporate | | Retail | | | | ||
| | Customers | | Customers | | Total | |||
Exosome concentrate | | $ | 1,023,295 | | $ | 69,780 | | $ | 1,093,075 |
Skin care products | |
| 1,160 | |
| 9,046 | |
| 10,206 |
Hair care products | |
| 3,349 | |
| 22,608 | |
| 25,957 |
Total | | $ | 1,027,804 | | $ | 101,434 | | $ | 1,129,238 |
Net revenue increased by $257,370 or 22.8% from $1,129,238 for the six months ended June 30, 2025 to $1,386,608 for the six months ended June 30, 2026. The increase was primarily attributable to the continued ramp-up of SL Bio Taiwan’s wholesale distribution model following the business transformation initiated in the third quarter of 2024. Under this transformation, we shifted from direct sales of exosome concentrate products to individual end-users and corporate customers to wholesale sales to corporate distributors in Taiwan. During the initial transition period in 2025, net revenue was temporarily depressed as the Company restructured its commercial operations and onboarded distributor partners. During the six months ended June 30, 2026, established distributor relationships and larger, more predictable business to business order volumes drove higher shipment levels, which more than offset the lower per-unit pricing associated with wholesale transactions and resulted in the observed year-over-year revenue growth.
Cost of Revenue
With higher sales volume, the cost of revenue increased by $88,952 or 12.0% from $740,172 for the six months ended June 30, 2025 to $829,124 for the six months ended June 30, 2026. Our cost of revenue consists primarily of purchase costs on products for resales. Despite the increase in absolute costs, our gross profit margin improved from 34.5% for the six months ended June 30, 2025 to 40.2% for the six months ended June 30, 2026. This improvement in gross margin was mainly driven by the reduction in purchase costs compared with last period due to establishment of stable relationships with suppliers from 2026, which enabled it to obtain favorable procurement terms.
Gross Profit
In accordance with U.S. GAAP, we utilize the lower of cost or net realizable value for determining its inventory value.
We believe that, as we continue to grow net revenue through new markets and expanded distribution, our gross profit will also increase. We plan to accomplish this through the following:
| ● | improving the product sources; |
| ● | increasing and diversifying our customer base and exploring new distribution channels; |
| ● | introducing new product lines that carry higher margins; |
| ● | establishing additional licensing agreements; |
| ● | reducing purchase costs through greater purchasing power and scalability; |
| ● | expanding strategic relationships with component providers; |
Operating Expenses
Total operating expenses increased by $720,853 or 36.1%, from $1,998,808 for the six months ended June 30, 2025 compared to $2,719,661 for the six months ended June 30, 2026. The increase was mainly caused by $207,877 or 16.2% increase in general and administrative expenses, primarily due to the increase in office salaries by $87,112 or, 13.6%, as we expanded the senior management team in early 2025 and professional service fee by $132,131 or, 33.2% incurred during the listing process.
On the other hand, we incurred $1,229,998 of research and development expenses of CD-19 Armed-T products and GDT cell therapy products during the six months ended June 30, 2026 which was increased by $512,976 or, 71.5%, from $717,022 for the six months ended June 30, 2025. The increase was mainly due to the increase in salaries for research and development staff and milestone payment based on the progress of the research and development.
Interest and Other Income (Expenses), Net
For the six months ended June 30, 2026, interest and other income (expenses), net decreased by $7,677 or 100.4% to $28 compared to the six months ended June 30, 2025 due primarily to the decrease in interest income by $21,486 and increase in exchange gain by $13,809 for the period.
Net Loss
For the six months ended June 30, 2026, we had net loss of $2,162,205 compared to a net loss of $1,602,089 for the six months ended June 30, 2025.
Liquidity and Capital Resources
We have operated primarily as a development stage company since its formation. We recognized a net loss of $$2,162,205 for the six months ended June 30, 2026, net loss of $1,602,089 for the six months ended June 30, 2025 and an accumulated deficit of $7,646,583 as of June 30, 2026.
We have historically funded operations through private equity offerings and related party debt.
Pursuant to the Merger Agreement, we are required to use our reasonable best efforts to raise not less than $5.0 million of additional capital in one or more financings.
We believe that these financing activities will allow us to meet both its operating and debt obligations over the next year. However, our liquidity assumptions may prove to be incorrect, and we could utilize our available financial resources sooner than we currently expect. We also recognize that there can be no assurance that our forecast plan will be met. Our future capital requirements and the adequacy of available funds will depend on many factors, including those set forth in the Form F-1, in the sections titled “Risk Factors”, which is incorporated herein by reference.
We may need to raise additional funds to finance our operations through further equity or equity-linked offerings or debt financing arrangements. If we raise additional funds by issuing equity or equity-linked securities, the ownership of our existing shareholders will be diluted. If we raise additional financing by the incurrence of indebtedness, we will be subject to increased fixed payment obligations and could also be subject to restrictive covenants, such as limitations on our ability to incur additional debt, and other operating restrictions that could adversely impact our ability to conduct our business. See the section entitled “Risk Factors — Risks Related to SL Bio — SL Bio will need additional funding in order to implement its business plan.” as set forth in the Form F-1, which is incorporated herein by reference, We recognize that there is no assurance that any such additional financing will be obtained or that the terms of such arrangements will be reasonable. If we are unable to obtain additional funds, we would also take other measures to reduce expenses to offset any shortfall.
Cash and Cash Equivalents
Cash and cash equivalents included cash on hand placed with banks or other financial institutions, which are unrestricted as to withdrawal and use and with an original maturity of three months or less. As of June 30, 2026, our cash was approximately $8.3 million compared to $1.3 million as of December 31, 2025. This increase was primarily due to the net cash generated from financing activities of approximately $9.0 million, net off with the net cash used in operating activities of approximately $2.1 million.
Cash Flows
The following table summarizes the Group’s cash flows for the six months ended June 30, 2026 and 2025 indicated (in thousands):
| | | | | | |
| | Six months ended | ||||
| | June 30, | ||||
| | 2026 | | 2025 | ||
Net cash used in operating activities | | $ | (2,091) | | $ | (134) |
Net cash used in investing activities | | | — |
| | (318) |
Net cash provided by (used in) financing activities | | | 9,151 |
| | (614) |
Cash Flows Used in Operating Activities
Net cash used in operating activities for the six months ended June 30, 2026 was $2,091,682, primarily related to the net loss for the six months ended of $2,162,205, and increase in inventory of $73,267, decrease in prepayment and other current assets of $175,773 and decrease in accrued expenses and other liabilities of $117,022.
Net cash used in operating activities for the six months ended June 30, 2025 was $134,157, primarily related to the net loss for the six-months period ended of $1,602,089, offset by a decrease in inventories of $650,498 and an increase in amount due to an affiliate of $444,477.
Cash Flows Used in Investing Activities
Net cash used in investing activities for the six months ended June 30, 2026 was Nil.
Net cash used in investing activities for the six months ended June 30, 2025 was $317,676, primarily driven by the acquisition of plant and equipment.
Cash Flows Provided by (Used in) Financing Activities
Net cash provided by financing activities for the six months ended June 30, 2026 was $9,151,301 mainly consisting of proceeds from Director, proceeds from PIPE units and proceeds from reverse recapitalization offset by the payment of deferred offering cost related to reverse recapitalization.
Net cash used in financing activities for the six months ended June 30, 2025 was $614,373, consisting of payment of deferred offering costs related to reverse recapitalization.
Commitments and Contingencies
Our commitments include our operating lease liabilities.
The following table summarize our contractual obligations and other commitments for cash expenditures as of June 30, 2026 and the years in which these obligations are due as follows (in thousands):
| | | | | | | | | | | | | | | |
| | Payments Due In | |||||||||||||
| | Less than | | 1 – 2 | | 2 – 3 | | 3 – 4 | | 4 – 5 | | | | | |
| | 1 year | | years | | years | | years | | years | | Thereafter | | Total | |
Operating lease liabilities(a) | | $ | 137 | | — | | — | | — | | — | | — | | 137 |
Total commitments | | $ | 137 |
| — |
| — |
| — |
| — |
| — |
| 137 |
| (a) | During the six months ended June 30, 2026, we had an operating lease agreement with a third party lessor that commenced on January 1, 2025. The term of the operating lease agreement runs through May 2027. Under the operating lease, we pay monthly rent of NTD417,053 ($13,179) through May 2025 and thereafter the monthly rent will increase to NTD429,145 ($13,561). |
Except for the commitment disclosed under “Research and development” section and the commitment of operating lease above, as of June 30, 2026 and December 31, 2025, we did not have any material commitments contracted for but did not disclose.
Subsequent Event
We approved a share incentive plan (the “2026 Share Incentive Plan”) on September 24, 2026 (the “Effective Date”), under which certain securities of the Company (the “Awarded Shares”) may be awarded to directors, employees and consultants of the Company or its subsidiaries (the “Eligible Participant(s)”) pursuant to the terms of the 2026 Share Incentive Plan. The purpose of the 2026 Share Incentive Plan is to recognize and reward the contribution of the Eligible Participants to the growth and development of the Group and to give incentives to them in order to retain them for the continual operation and development of the Group and to attract suitable personnel for further development of the Group. Subject to any early termination as may be determined by the Board pursuant to the rules, the 2026 Share Incentive Plan shall be valid and effective for a term of 10 years commencing from the Effective Date. The maximum number of the Awarded Shares shall not exceed 85,000,000 ordinary shares of the Company (“Share Limit”), representing 15.15% of the issued share capital of the Company as at the date of the Effective Date.
Subject to the authorized share capital as provided in the memorandum of association and articles of association of the Company then in effect, the Share Limit will be increased automatically on January 1st of each calendar year during the term of the 2026 Share Incentive Plan commencing on January 1, 2027 (each, an “Evergreen Date”), by an amount equal to three percent (3%) of the total number of outstanding ordinary shares of the Company on the end of the calendar year immediately preceding the applicable Evergreen Date
Details of the 2026 Share Incentive Plan have been set out in the Company’s Form S-8 filed with the SEC on October 9, 2026. No Awarded Shares had been awarded to any Eligible Participant up to the date of the consolidated financial statement.
In addition, on May 14, 2026 and May 21, 2026, SL Bio has entered into a non-interest bearing loan agreements with the Mr. Wang, under which a total aggregate loan amount of $1,600,000 was provided to SL Bio. In July 2026, the loan amount of $1,600,000 was repaid to Mr. Wang.
Other than the above, as of June 30, 2026 and December 31, 2025, we did not engage in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.
Recently Issued and Adopted Accounting Standards
See Note 2 to our unaudited interim consolidated financial statements, included elsewhere in this report, for a full description of recent accounting pronouncements, including the actual and expected dates of adoption and estimate effects on our consolidated results of operations and financial condition.
Significant Accounting Policies
Inventories
Inventories are stated at the lower of cost and net realizable value, with cost determined by the weighted average method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Write-down of potentially obsolete or slow-moving inventories is recorded as cost of revenue based on management’s assumptions about future demand and market conditions. No write-downs were recorded for inventories during the six months ended June 30, 2026 and 2025.
Impairment of Long-Lived Assets
In accordance with the ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, long-lived assets, such as plant and equipment, operating lease right-of-use assets and purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other industrial changes. The determination of recoverability of assets to be held and used is made by comparing the carrying amount of an asset to future undiscounted cash flows to be generated by the assets.
If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. There is no impairment of long-lived assets recorded for the six months ended June 30, 2026 and 2025.
Revenue Recognition
The Group recognizes revenue when its customer obtains control of promised goods or receives services provided in an amount that reflects the consideration which the Group expects to receive in exchange for those goods and services. To determine revenue recognition for the arrangements that the Group determines are within the scope of ASC 606, Revenue from Contracts with Customers, the Group performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation.
The Group’s revenue from contracts with customers is derived from product revenue principally from the sales of products directly to its customers and presents revenue net of VAT.
Research and development
Research and development costs are expensed as incurred in accordance with ASC 730, Research and Development. The Group incurs research and development costs in the pursuit of new products and improving the formulation of existing products. Examples of research costs include staff costs, costs for laboratory research, studies, surveys, and other activities aimed at acquiring new knowledge. The recent details of the research and development costs are disclosed under “Research and development” section.
Reverse Recapitalization
Since the owners and management of SL Science possessed voting and operating control of the combined company after the share exchange, the transaction constituted a reverse acquisition for accounting purposes, as contemplated by FASB ASC 805-40 and corresponding ASC 805-10-55-10, 12 & 13. Under this accounting, the entity that issues shares (HSPT – the legal acquirer) is identified as the acquiree for accounting purposes. The entity whose shares are acquired (SL Science) is the accounting acquirer.
In addition, HSPT was characterized as a non-operating public shell company, pursuant to SEC reporting rules. The SEC staff considers a reverse-acquisition with a public shell to be a capital transaction, in substance, rather than a business combination. The transaction is effectively a reverse recapitalization, equivalent to the issuance of stock by the private company for the net monetary assets of the shell corporation accompanied by a recapitalization. The accounting is similar to that resulting from a reverse acquisition, except that the transaction was consummated at book value and no goodwill or intangible assets were recognized.
For SEC reporting purposes, SL Science is treated as the continuing reporting entity that acquired HSPT (the historic shell registrant). Therefore, all financial statements filed subsequent to the transaction reflect the historical financial condition, results of operations and cash flows of Reach, for all periods presented.
Exhibit 99.3
SL Science Holding Limited Reports First Half 2026 Financial Results
Net revenue rose 23% to $1.39 million with gross margin expanding to 40.2%, driven by B2B distribution growth and reduction in purchase costs compared with last period due to establishment of stable relationships with suppliers from 2026, which enabled SL Science Holding Limited to obtain favorable procurement terms.
Taipei, TAIWAN, October 26, 2026 (GLOBE NEWSWIRE) -- SL Science Holding Limited (“SL Science” or the “Company”) (NASDAQ: SLBT), a Taiwan-headquartered biomedical company specializing in developing innovative cellular and gene therapies, today announced its unaudited financial results for the six months ended June 30, 2026.
Management Commentary
“The first half of 2026 marked a period of profound structural execution and milestone achievement for SL Science. We successfully closed our business combination on June 12, and listed on the Nasdaq Global Market on June 15, supported by a concurrent $7.8 million PIPE financing. This capitalization provides the foundational strength required to advance our clinical programs. Concurrently, our deliberate pivot from direct retail to a B2B wholesale distribution model in Taiwan yielded immediate results. We drove a 23% increase in top-line revenue and expanded our gross margin to over 40% through enhanced volume predictability and optimized supplier pricing agreements,” said Mr. William Wang, Chief Executive Officer of SL Science.
“Our strategic focus remains squarely on advancing our core oncology assets. We continuously increased research and development investments by 72% over the prior year, directing critical resources toward preclinical scale-up and regulatory preparedness for both our CD-19 Armed-T and Gamma Delta T (GDT) cell therapy platforms. By securing 20-year global exclusive rights for GDT cell applications in pancreatic and brain cancers and successfully completing key manufacturing and institutional review board (IRB) preparatory milestones with HeXun Biosciences, we are systematically de-risking our pathway to the clinic. Our vision is to establish SL Science as a global clinical leader, addressing severe unmet medical needs through breakthrough, scalable cellular innovations,” Mr. Wang added.
SL Science’s First Half 2026 Financial Results
SL Bio is primarily engaged in sales of plant extract products and milk-derived exosome products to customers in Taiwan, while advancing its research and development in the biomedical industry, including with CD-19 Armed-T products and GDT cell therapy products for brain and pancreatic cancers. The following table presents selected summarized financial information derived from the Company’s consolidated statements of operations for the six months ended June 30, 2026 and 2025:
In thousands USD, except | | For the six | | For the six | | | |
percentage data, differences | | months ended | | months ended | | Variance | |
due to rounding | | June 30, 2026 | | June 30, 2025 | | % | |
| | | | | | | |
Net Revenue | | 1,387 | | 1,129 | | 23 | % |
Cost of Revenue | | (829) | | (740) | | 12 | % |
Gross Profit | | 558 | | 389 | | 43 | % |
General and Administrative Expenses | | 1,490 | | 1,282 | | 16 | % |
Research and Development Expenses | | 1,230 | | 717 | | 72 | % |
Total Operating Expenses | | 2,720 | | 1,999 | | 36 | % |
Loss from Operations | | (2,162) | | (1,610) | | 34 | % |
Net Loss | | (2,162) | | (1,602) | | 35 | % |
Net Revenue
Net revenue increased by approximately $0.26 million, or 22.8%, to approximately $1.39 million for the six months ended June 30, 2026, compared to approximately $1.13 million for the six months ended June 30, 2025. The increase was primarily attributable
to the continued ramp-up of SL Bio Taiwan’s wholesale distribution model following the business transformation initiated in the third quarter of 2024, shifting from direct sales to individual end-users toward corporate distributors. Established distributor relationships and larger, more predictable business-to-business order volumes drove higher shipment levels, offsetting the lower per-unit pricing associated with wholesale transactions.
Cost of Revenue
Cost of revenue increased by approximately $0.09 million, or 12.0%, to approximately $0.83 million for the six months ended June 30, 2026, compared to approximately $0.74 million for the six months ended June 30, 2025. Cost of revenue consists primarily of purchase costs on products for resales, increasing in line with higher sales volume.
Gross Profit
Gross profit increased by 43.3% to approximately $0.56 million for the six months ended June 30, 2026, compared to approximately $0.39 million for the prior year period. Our gross profit margin improved to 40.2% from 34.5%, mainly driven by the reduction in purchase costs due to the establishment of stable relationships with suppliers, enabling favorable procurement terms.
Operating Expenses
Total operating expenses increased by approximately $0.72 million, or 36.1%, to approximately $2.72 million for the six months ended June 30, 2026, compared to approximately $2.00 million for the six months ended June 30, 2025. The increase was primarily driven by a 16.2% expansion in general and administrative expenses due to a 13.6% increase in office salaries from management team expansion and a 33.2% increase in professional service fees incurred during the listing process.
Research and development expenses increased by 71.5% to approximately $1.23 million for the six months ended June 30, 2026, from $0.72 million in the prior year period. This was mainly due to increased salaries for R&D staff and milestone payments based on the progress of CD-19 Armed-T products and GDT cell therapy products.
Net Loss
Net loss for the six months ended June 30, 2026 was approximately $2.16 million, compared to a net loss of approximately $1.60 million for the six months ended June 30, 2025.
Cash and Cash Equivalents
As of June 30, 2026, SL Science’s cash and cash equivalents stood at approximately $8.31 million compared to approximately $1.26 million as of December 31, 2025. The increase was driven primarily by net cash generated from financing activities of
approximately $9.15 million, netted off with the net cash used in operating activities of approximately $2.09 million. Working capital stood at approximately $6.67 million.
SL Science Major Developments and Outlook
Gamma Delta T (GDT) Cell Therapy Platform
| ● | Strategic Licensing & Milestones: Secured global exclusive rights from JY BioMed for GDT cell applications in pancreatic and brain cancers for a term of 20 years following product launch. The Company previously paid $1.0 million for initial R&D under its GDT licensing agreement and recognized $825,000 in expenses in H1 2026 after HeXun Biosciences successfully completed IRB specimen preparation and quality documentation milestones. |
| ● | FDA Regulatory Submissions: Advanced its regulatory footprint by submitting an Orphan Drug Designation (ODD) request (DRU-2026-11528) to the U.S. FDA for its GDT cell therapy targeting glioblastoma. The Company also filed Drug Master Files (DMF) for both its GDT cells and GDT cell-derived exosomes, establishing a standardized manufacturing foundation for future commercialization. |
| ● | Preclinical Validation: Demonstrated the platform’s efficacy through multiple global presentations. In July 2026, SL Science exhibited data at the World Congress of Basic and Clinical Pharmacology showing potent destruction of brain cancer cells in preclinical models. In September 2026, data presented at the 85th Annual Meeting of the Japanese Cancer Association revealed that these GDT cells directly target and eliminate chemotherapy-resistant glioblastoma cells. |
| ● | Clinical Framework: Leadership co-authored a peer-reviewed framework in Biomedicines with Taipei Medical University, defining rigorous clinical development standards for GDT therapies in glioblastoma. |
CD-19 Armed-T Therapy
| ● | The Company holds a perpetual, exclusive global license from CytoArm Co., Ltd. for CD-19 Armed-T products. Following an initial payment of $277,200, SL Science is positioned to complete up to NTD 133 million (~$4.10 million) in milestone payments to advance this blood cancer therapy through clinical development. |
Recent Corporate Milestones
| ● | Nasdaq Listing: Closed its business combination on June 12, 2026, with ordinary shares commencing trading under the ticker “SLBT” on June 15, 2026. |
Leadership rang the Nasdaq closing bell on September 2, 2026, to celebrate its first quarter as a public company.
| ● | Capital Formation: Secured a concurrent $7.8 million PIPE financing alongside the listing to accelerate growth and operational capabilities. |
| ● | Share Incentive Plan: Approved the 2026 Share Incentive Plan to attract and retain top talent, authorizing up to 85,000,000 ordinary shares for awards. |
About SL Science Holding Limited
SL Science Holding Limited is a biomedical company specializing in developing innovative cellular and gene therapies. Established with a commitment to advancing regenerative medicine and cancer treatment, the Company hopes to utilize immune cell technologies to target cancer, thus potentially offering expansive medical applications for its products. With technologies such as Gamma Delta T cells targeting solid tumor indications including pancreatic and brain cancers, SL Science aims to create cellular therapies that the Company believes have the potential to advance the cell therapy and immuno-oncology sector within the broader biopharmaceutical industry. For more information, please visit the Company’s website at: https://www.slbtgroup.com/ and follow SLBT on X, LinkedIn, FB, IG and Threads.
Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the federal securities laws with respect to the business of SL Science. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are predictions, projections, and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. The data described above are preclinical and do not establish the clinical safety or efficacy of any product; preclinical results are frequently not predictive of clinical outcomes. Many factors could cause actual future events to differ materially, including the ability to implement the Company’s business plans and clinical trials; to obtain and maintain regulatory approvals and rights under its license arrangements; the potential for its products to reach commercialization; and the Company’s need for additional capital.
The Company assumes no obligation to update these forward-looking statements, except as required by applicable law.
Contact Details:
SL Science Holding Limited
Tel: +886-2-26516826
Email: ir@slbtgroup.com
WFS Investor Relations Inc.
Email: services@wfsir.com
+1 628 283 9214
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
INTERIM CONSOLIDATED BALANCE SHEETS
AS OF JUNE 30, 2026 (UNAUDITED) AND DECEMBER 31, 2025
| | June 30, 2026 | | December 31, 2025 | ||
| | (Unaudited) | | | ||
ASSETS | | | | | ||
CURRENT ASSETS | | | | | ||
Cash and cash equivalents | | $ | 8,306,692 | | $ | 1,258,616 |
Inventories | | | 73,267 | | | — |
Prepaid expenses and other current assets | | | 234,340 | | | 167,612 |
Tax recoverable | | | — | | | 597 |
TOTAL CURRENT ASSETS | | | 8,614,299 | | | 1,426,825 |
| | | | | | |
Operating lease right-of-use assets, net | | | 136,913 | | | 212,324 |
Plant and equipment, net | | | 159,926 | | | 248,894 |
Deferred offering costs | | | — | | | 929,137 |
TOTAL ASSETS | | $ | 8,911,138 | | $ | 2,817,180 |
| | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | |
CURRENT LIABILITIES | | | | | | |
Operating lease liabilities, current | | $ | 137,598 | | | 148,663 |
Accrued expenses and other liabilities | | | 202,850 | | | 319,872 |
Due to Director | | | 1,600,000 | | | — |
TOTAL CURRENT LIABILITIES | | | 1,940,448 | | | 468,535 |
| | | | | | |
Operating lease liabilities, non-current | | | — | | | 64,742 |
TOTAL LIABILITIES | | | 1,940,448 | | | 533,277 |
| | | | | | |
Ordinary shares, $0.00001 par value; 4,950,000,000 shares authorized, 560,759,740 and 556,800,001 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively* | | $ | 5,608 | | $ | 5,568 |
Series A preferred shares, $0.00001 par value, 50,000,000 shares authorized, 780,000 shares issued and outstanding as of June 30, 2026 | | | 8 | | | — |
Additional paid-in-capital | | | 14,157,893 | | | 7,293,276 |
Accumulated deficits | | | (7,646,583) | | | (5,484,378) |
Accumulated other comprehensive income | | | 453,764 | | | 469,437 |
Total shareholders’ equity | | | 6,970,690 | | | 2,283,903 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | | $ | 8,911,138 | | $ | 2,817,180 |
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
| | |||||
| | For the Six Months Ended June 30, | ||||
| | 2026 | | 2025 | ||
Revenue | | $ | 1,386,608 | | $ | 1,129,238 |
Cost of revenue | | | (829,124) | | | (740,172) |
Gross profit | | | 557,484 | | | 389,066 |
| | | | | | |
Operating expenses | | | | | | |
General and administrative expenses | | | 1,489,663 | | | 1,281,786 |
Research and development expenses | | | 1,229,998 | | | 268,451 |
Research and development expenses – related party | | | — | | | 448,571 |
Total operating expenses | | | 2,719,661 | | | 1,998,808 |
| | | | | | |
Loss from operations | | | (2,162,177) | | | (1,609,742) |
| | | | | | |
Other income (expenses) | | | | | | |
Other (expenses) income, net | | | (7,549) | | | (21,358) |
Interest income | | | 7,521 | | | 29,007 |
Total other income (expenses), net | | | (28) | | | 7,649 |
| | | | | | |
Loss before income tax | | | (2,162,205) | | | (1,602,093) |
Income tax credit (expense) | | | — | | | 4 |
Net loss | | $ | (2,162,205) | | $ | (1,602,089) |
| | | | | | |
Other comprehensive loss, net of tax: | | | | | | |
Change in cumulative foreign currency translation | | | (15,673) | | | 469,815 |
Comprehensive loss | | $ | (2,177,878) | | $ | (1,132,274) |
| | | | | | |
Basic net (loss) income per share* | | | (0.00) | | | (0.00) |
Basic weighted average number of shares outstanding* | | | 557,215,664 | | | 556,800,001 |
| | | | | | |
Diluted net (loss) income per share* | | | (0.00) | | | (0.00) |
Diluted weighted average number of shares outstanding* | | | 557,215,664 | | | 556,800,001 |
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
| | |||||||
| | | | For the Six Months | ||||
| | | | Ended June 30, | ||||
| | Note | | 2026 | | 2025 | ||
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | |||
Net loss | | | | $ | (2,162,205) | | $ | (1,602,089) |
Adjustments to reconcile net loss to net cash used in operating activities | | | | | | | | |
Depreciation expenses | | 5 | | | 84,838 | | | 5,937 |
Lease expenses | | 6 | | | — | | | 76,627 |
| | | | | | | | |
Changes in operating assets and liabilities | | | | | | | | |
Inventories | | | | | (73,267) | | | 650,498 |
Prepaid expenses and other current assets | | | | | 175,773 | | | 195,674 |
Accrued expenses and other liabilities | | | | | (117,022) | | | 167,346 |
Deferred tax liabilities | | | | | — | | | (4,390) |
Amount due to an affiliate | | | | | — | | | 444,477 |
Operating lease liabilities | | | | | (396) | | | (68,237) |
Tax refund | | | | | 597 | | | — |
Net cash (used in) operating activities | | | | | (2,091,682) | | | (134,157) |
| | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | |
Acquisition of plant and equipment | | 5 | | | — | | | (317,676) |
Net cash (used in) investing activities | | | | | — | | | (317,676) |
| | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | |
Proceeds from Director | | | | | 1,600,000 | | | — |
Proceeds from reverse recapitalization | | | | | 155,574 | | | — |
Proceeds from PIPE units | | | | | 7,800,000 | | | — |
Payment of offering cost related to reverse recapitalization | | | | | (404,273) | | | (614,373) |
Net cash provided by (used in) financing activities | | | | | 9,151,301 | | | (614,373) |
| | | | | | | | |
Effect of change in exchange rate | | | | | (11,543) | | | 473,972 |
| | | | | | | | |
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS | | | | | 7,048,076 | | | (592,234) |
Cash and cash equivalents, beginning of year | | | | | 1,258,616 | | | 4,137,526 |
Cash and cash equivalents, end of year | | | | $ | 8,306,692 | | $ | 3,545,292 |
| | | | | | | | |
SUPPLEMENTAL CASH FLOW INFORMATION: | | | | | | | | |
Income taxes paid | | | | $ | — | | $ | — |
Interest paid | | | | $ | — | | $ | — |
| | | | | | | | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTMENT AND FINANCIAL ACTIVITIES INFORMATION: | | | | | | | | |
Addition to operating lease right-of-use assets and lease liabilities | | | | $ | — | | $ | 344,702 |
Reclassification of deferred offering costs to additional paid-in capital upon business combination | | | | $ | 1,333,410 | | $ | — |
Assets acquired from reverse recapitalization | | | | $ | 242,501 | | $ | — |
Liabilities assumed from reverse recapitalization (settled by working capital loan) | | | | $ | 1,001,134 | | $ | — |