Lantern Pharma（LTRN）提交截至2026年3月31日的第一季度10-Q報告

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UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

 

FORM
10-Q

 

(Mark
One)

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

 

For
the quarterly period ended March 31, 2026

 

OR

 

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

 

Lantern
Pharma Inc.

(Exact
name of registrant as specified in its charter)

 

 
 Delaware
  
 001-39318
  
 46-3973463

 
 (State
 or Other Jurisdiction
  
 (Commission
  
 (IRS
 Employer

 
 of
 Incorporation)
  
 File
 Number)
  
 Identification
 No.)

 
 

 
 1920
 McKinney Avenue, 7th Floor Dallas, Texas
  
 75201

 
 (Address
 of Principal Executive Offices)
  
 (Zip
 Code)

 
 

(972)
277-1136

(Registrant’s
telephone number, including area code)

 

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

 

 
 Title
 of each class
  
 Trading
 Symbol
  
 Name
 of each exchange on which registered

 
 Common
 Stock, $0.0001 par value
  
 LTRN
  
 The
 Nasdaq Stock Market

 
 

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

 

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

 

Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

 
 Large
 accelerated filer
 ☐
  
 Accelerated
 filer
 ☐
  

 
 Non-accelerated
 filer
 ☒
  
 Smaller
 reporting company
 ☒
  

 
 Emerging
 growth company
 ☐
  
  
  
  

 
 

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

 

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

 

As
of May 12, 2026 the registrant had 11,304,697 shares of common stock, $0.0001 par value per share outstanding.

 

 

 

  

  

 

 

Table
of Contents

 

 
  
  
 Page

 
  
  
  

 
  
 Forward Looking Statements
 ii

 
  
  
  

 
 PART I – FINANCIAL INFORMATION
  

 
  
  
  

 
 Item
 1.
 Financial Statements.
 1

 
  
 Condensed Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025
 1

 
  
 Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025 (unaudited)
 2

 
  
 Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2026 and 2025 (unaudited)
 3

 
  
 Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2026 and 2025 (unaudited)
 4

 
  
 Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025 (unaudited)
 5

 
  
 Notes to Condensed Consolidated Financial Statements (unaudited)
 6

 
 Item
 2.
 Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 17

 
 Item
 3.
 Quantitative and Qualitative Disclosures About Market Risk.
 23

 
 Item
 4.
 Controls and Procedures.
 23

 
  
  
  

 
 PART II – OTHER INFORMATION
  

 
  
  
  

 
 Item
 1A.
 Risk Factors.
 24

 
 Item
 6.
 Exhibits.
 24

 
 Signatures
 
 25

 
 

 i

  

 

 

FORWARD-LOOKING
STATEMENTS

 

This
Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. We make such forward-looking
statements pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act, Section 21E of the Securities
Exchange Act of 1934, as amended, and other federal securities laws. All statements, other than statements of historical fact, contained
in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future preclinical study activities, future clinical
trial activities, future research activities, future financial position, projected costs, prospects, plans and objectives of management,
are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “could,”
“estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,”
“potential,” “predict,” “project,” “target,” “model”, “objective”,
“aim,” “upcoming”, “should,” ‘will” “would,” or the negative of these words
or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain
these words. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject
to risks and uncertainties.

 

The
forward-looking statements in this Quarterly Report on Form 10-Q include, among other things, statements relating to:

 

 
  
 ●
 the
 existence of substantial doubt regarding our ability to continue as a going concern in the absence of obtaining substantial additional
 funding;

 
  
  
  

 
  
 ●
 our
 ability to secure sufficient funding and alternative sources of funding to support our existing and proposed preclinical studies
 and clinical trials;

 
  
  
  

 
  
 ●
 the
 potential advantages of our RADR® platform in identifying drug candidates and patient populations that are likely
 to respond to a drug candidate;

 
  
  
  

 
  
 ●
 our
 strategic plans to advance the development of any of our drug candidates;

 
  
  
  

 
  
 ●
 our
 strategic plans to expand the number of data points that our RADR® platform can access and analyze;

 
  
  
  

 
  
 ●
 our strategic plans to advance our withZeta.ai platform

 
  
  
  

 
  
 ●
 our
 research and development efforts of our internal drug discovery and development programs and antibody drug conjugate (ADC) development
 program and the utilization of our RADR® platform to streamline the drug development process;

 
  
  
  

 
  
 ●
 the
 initiation, timing, progress, and results of our preclinical studies or clinical trials for any of our drug candidates;

 
  
  
  

 
  
 ●
 our
 intention to leverage artificial intelligence, machine learning and biomarker data to streamline the drug development process and
 to identify patient populations that would likely respond to a drug candidate;

 
  
  
  

 
  
 ●
 our
 plans to discover and develop drug candidates and to maximize their commercial potential by advancing such drug candidates ourselves
 or in collaboration with others;

 
  
  
  

 
  
 ●
 our
 expectations regarding our ability to fund our operating expenses and capital expenditure requirements with our existing cash, cash
 equivalents and marketable securities;

 
  
  
  

 
  
 ●
 our
 estimates regarding the potential market opportunity for our drug candidates we or any of our collaborators may in the future develop;

 
  
  
  

 
  
 ●
 our
 anticipated growth strategies and our ability to manage the expansion of our business operations effectively;

 
  
  
  

 
  
 ●
 our
 expectations related to future expenses and expenditures;

 
  
  
  

 
  
 ●
 our
 ability to keep up with rapidly changing technologies and evolving industry standards, including our ability to achieve technological
 advances;

 
 

 ii

  

 

 

 
  
 ●
 our
 ability to source our needs for skilled labor in the fields of artificial intelligence, genomics, biology, oncology and drug development;
 and

 
  
  
  

 
  
 ●
 the
 impact of government laws and regulations on the development and commercialization of our drug candidates and ADC development program.

 
 

We
may not actually achieve the plans, intentions, or expectations disclosed in our forward-looking statements, and you should not place
undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions, and expectations
disclosed in the forward-looking statements we make. We have included important factors in the cautionary statements included in this
Quarterly Report on Form 10-Q and in the Risk Factors section of our Annual Report on Form 10-K (“2025 Form 10-K”), for the
year ended December 31, 2025 filed with the Securities and Exchange Commission, or the SEC, on March 30, 2026, and have identified other
factors such as the results of our clinical trials, and the impact of competition, that we believe could cause actual results or events
to differ materially from the forward-statements that we make. Furthermore, we operate in a competitive and rapidly changing environment.
New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could
have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q.

 

You
should read this Quarterly Report on Form 10-Q and the documents that we file with the SEC with the understanding that our actual future
results may be materially different from what we expect. These forward-looking statements are based on management’s current expectations.
These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors
that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. Factors that may cause actual results to differ materially from current expectations
include, among other things, those listed elsewhere in this Quarterly Report on Form 10-Q and those listed under the Risk Factors section
of our 2025 Form 10-K. You may access our 2025 Form 10-K under the investor SEC filings tab of our website at www.lanternpharma.com or
on the SEC’s website at www.sec.gov. Given these uncertainties, you should not rely on these forward-looking statements as predictions
of future events. The forward-looking statements contained in this Quarterly Report on Form 10-Q are made as of the date of this Quarterly
Report, and we do not assume any obligation to update any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by applicable law.

 

On May 13, 2026, we announced
plans to create an independent business entity composed of the AI platform, withZeta.ai, and related technologies and personnel under
the leadership of our CEO Mr. Panna Sharma. We intend to separate the withZeta.ai assets and technologies into an independent business
entity in order to access dedicated funding sources and potentially realize valuation multiples separate from our primary drug development
operations, which such entity we anticipate will become a newly listed company on a national stock exchange or market. However, there
can be no assurance that we will be successful in advancing and obtaining funding for the new entity and there can be no assurance that
any such entity will realize commercial success. Our withZeta.ai platform is in its early stage of commercial development and is subject
to all of the risks of a new start-up business activity.

 

In
addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These
statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such
information forms a reasonable basis for such statements, such information may be limited or incomplete. Our statements should not be
read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These
statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

 

Unless
the context requires otherwise, references to the “Company,” “Lantern,” “we,” “us,” and
“our” in this Quarterly Report on Form 10-Q refer to Lantern Pharma Inc., a Delaware corporation, and, where appropriate,
its wholly-owned subsidiaries.

 

 iii

  

 

 

PART
I – FINANCIAL INFORMATION

 

Item
1. Financial Statements.

 

Lantern
Pharma Inc. and Subsidiaries

Condensed
Consolidated Balance Sheets

 

 
   
 March 31, 2026  
 December 31, 2025 

 
   
 (Unaudited)  
   

 
 CURRENT ASSETS 
     
    

 
 Cash and cash equivalents 
 $4,917,796  
 $4,422,838 

 
 Marketable securities 
  1,405,057  
  5,696,386 

 
 Prepaid expenses & other current assets 
  734,407  
  683,948 

 
 Total current assets 
  7,057,260  
  10,803,172 

 
   
     
    

 
 Property and equipment, net 
  28,022  
  31,875 

 
 Operating lease right-of-use assets 
  56,868  
  75,595 

 
 Deferred offering costs 
  54,827  
  88,431 

 
 Other assets 
  26,090  
  36,738 

 
   
     
    

 
 TOTAL ASSETS 
 $7,223,067  
 $11,035,811 

 
   
     
    

 
 CURRENT LIABILITIES 
     
    

 
 Accounts payable and accrued expenses 
 $3,718,290  
 $4,423,048 

 
 Operating lease liabilities, current 
  59,076  
  78,539 

 
 Total current liabilities 
  3,777,366  
  4,501,587 

 
   
     
    

 
 TOTAL LIABILITIES 
  3,777,366  
  4,501,587 

 
   
     
    

 
 COMMITMENTS AND CONTINGENCIES (NOTE 4) 
  -  
  - 

 
   
     
    

 
 STOCKHOLDERS’ EQUITY 
     
    

 
 Preferred Stock (1,000,000 authorized at March 31, 2026 and December 31, 2025; $.0001 par value) (Zero shares issued and outstanding at March 31, 2026 and December 31, 2025) 
  -  
  - 

 
 Common Stock (25,000,000 authorized at March 31, 2026 and December 31, 2025; $.0001 par value) (11,254,697 shares issued and outstanding at March 31, 2026 and December 31, 2025) 
  1,125  
  1,125 

 
 Additional paid-in capital 
  99,954,439  
  99,652,724 

 
 Accumulated other comprehensive (loss) income 
  (35,637) 
  25,430 

 
 Accumulated deficit 
  (96,474,226) 
  (93,145,055)

 
 Total stockholders’ equity 
  3,445,701  
  6,534,224 

 
   
     
    

 
 TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY 
 $7,223,067  
 $11,035,811 

 

 

See
accompanying Notes to Condensed Consolidated Financial Statements

 

 1

  

 

 

Lantern
Pharma Inc. and Subsidiaries

Condensed
Consolidated Statements of Operations (Unaudited)

 

 
   
 2026  
 2025 

   
 Three Months Ended
 March 31,
 

 
   
 2026  
 2025 

 
 Operating expenses: 
     
    

 
 General and administrative 
 $1,680,375  
 $1,510,077 

 
 Research and development 
  1,724,872  
  3,263,955 

 
 Total operating expenses 
  3,405,247  
  4,774,032 

 
 Loss from operations 
  (3,405,247) 
  (4,774,032)

 
 Interest income 
  42,160  
  149,790 

 
 Other income, net 
  33,916  
  87,459 

 
   
     
    

 
 NET LOSS 
 $(3,329,171) 
 $(4,536,783)

 
   
     
    

 
 Net loss per share of common shares, basic and diluted 
 $(0.30) 
 $(0.42)

 
 Weighted-average number of common shares outstanding, basic and diluted 
  11,253,030  
  10,784,725 

 

 

See
accompanying Notes to Condensed Consolidated Financial Statements

 

 2

  

 

 

Lantern
Pharma Inc. and Subsidiaries

Condensed
Consolidated Statements of Comprehensive Loss (Unaudited)

 

 
   
 2026  
 2025 

   
 Three Months Ended
 March 31,
 

 
   
 2026  
 2025 

 
   
    
   

 
 NET LOSS 
 $(3,329,171) 
 $(4,536,783)

 
   
     
    

 
 Other comprehensive loss 
     
    

 
 Unrealized loss on available-for-sale securities 
  (2,050) 
  (8,202)

 
 Unrealized loss on foreign currency translation 
  (59,017) 
  (14,054)

 
 Other comprehensive loss 
  (61,067) 
  (22,256)

 
 Comprehensive loss 
 $(3,390,238) 
 $(4,559,039)

 

 

See
accompanying Notes to Condensed Consolidated Financial Statements

 

 3

  

 

 

Lantern
Pharma Inc. and Subsidiaries

Condensed
Consolidated Statements of Stockholders’ Equity (Unaudited)

 

 
   
 of Shares  
 Amount  
 Shares  
 Amount  
 Capital  
 Income (Loss)  
 Deficit  
 Equity 

   
 Preferred
 Stock
 Number
  
 Preferred
 Stock
  
 Common
 Stock
 Number of
  
 Common
 Stock
  
 Additional
 Paid-in-
  
 Accumulated
 Other
 Comprehensive
  
 Accumulated  
 Total
 Stockholders’
 

 
   
 of Shares  
 Amount  
 Shares  
 Amount  
 Capital  
 Income (Loss)  
 Deficit  
 Equity 

 
  

 
 Balance, December 31, 2024 
        -  
 $       -  
  10,784,725  
 $1,078  
 $97,058,323  
 $153,990  
 $(76,025,617) 
 $21,187,774 

 
 Stock-based compensation 
  -  
  -  
  -  
  -  
  147,750  
  -  
  -  
  147,750 

 
 Net loss 
  -  
  -  
  -  
  -  
  -  
  -  
  (4,536,783) 
  (4,536,783)

 
 Other comprehensive loss 
  -  
  -  
  -  
  -  
  -  
  (22,256) 
  -  
  (22,256)

 
 Balance, March 31, 2025 
  -  
 $-  
  10,784,725  
 $1,078  
 $97,206,073  
 $131,734  
 $(80,562,400) 
 $16,776,485 

 
   
     
     
     
     
     
     
     
    

 
 Balance, December 31, 2025 
  -  
 $-  
  11,254,697  
 $1,125  
 $99,652,724  
 $25,430  
 $(93,145,055) 
 $6,534,224 

 
 Balance 
  -  
 $-  
  11,254,697  
 $1,125  
 $99,652,724  
 $25,430  
 $(93,145,055) 
 $6,534,224 

 Vesting of restricted common stock issued for services 
  -  
  -  
  -  
  -  
  38,800  
  -  
  -  
  38,800 

 
 Stock-based compensation 
  -  
  -  
  -  
  -  
  262,915  
  -  
  -  
  262,915 

 
 Net loss 
  -  
  -  
  -  
  -  
  -  
  -  
  (3,329,171) 
  (3,329,171)

 
 Other comprehensive loss 
  -  
  -  
  -  
  -  
  -  
  (61,067) 
  -  
  (61,067)

 
 Balance, March 31, 2026 
  -  
 $-  
  11,254,697  
 $1,125  
 $99,954,439  
 $(35,637) 
 $(96,474,226) 
 $3,445,701 

 
 Balance 
  -  
 $-  
  11,254,697  
 $1,125  
 $99,954,439  
 $(35,637) 
 $(96,474,226) 
 $3,445,701 

 

See
accompanying Notes to Condensed Consolidated Financial Statements

 

 4

  

 

 

Lantern
Pharma Inc. and Subsidiaries

Condensed
Consolidated Statements of Cash Flows (Unaudited)

 

 
   
 2026  
 2025 

   
 Three Months Ended
 March 31,
 

 
   
 2026  
 2025 

 
 CASH FLOWS FROM OPERATING ACTIVITIES 
     
    

 
 Net loss 
 $(3,329,171) 
 $(4,536,783)

 
 Adjustments to reconcile net loss to cash used in operating activities: 
     
    

 
 Depreciation and amortization 
  3,853  
  4,574 

 
 Non-cash lease adjustments 
  18,727  
  47,789 

 
 Vesting of restricted common stock issued for services 
  38,800  
  - 

 
 Stock-based compensation 
  262,915  
  147,750 

 
 Write-off of deferred offering costs 
  33,604  
  - 

 
 Accretion of discounts on available for sale debt securities, net 
  (20,172) 
  (71,373)

 
 Foreign currency remeasurement gain 
  (77,286) 
  (17,278)

 
 Realized gain on redemptions of available for sale debt securities 
  -  
  (10,368)

 
 Realized loss on redemption of equity securities 
  -  
  142,248 

 
 Unrealized loss (gain) on equity securities 
  59,451  
  (151,264)

 
 Changes in assets and liabilities: 
     
    

 
 Prepaid expenses and other current assets 
  (49,508) 
  133,375 

 
 Accounts payable and accrued expenses 
  (705,025) 
  (15,554)

 
 Operating lease liabilities 
  (19,463) 
  (48,726)

 
 Other assets 
  10,648  
  - 

 
 Net cash flows used in operating activities 
  (3,772,627) 
  (4,375,610)

 
   
     
    

 
 INVESTING ACTIVITIES 
     
    

 
 Purchase of property and equipment 
  -  
  (1,159)

 
 Purchases of marketable securities 
  -  
  (4,983,854)

 
 Redemptions of marketable securities 
  4,250,000  
  8,224,344 

 
 Net cash flows provided by investing activities 
  4,250,000  
  3,239,331 

 
   
     
   

 
 Effect of foreign exchange rates on cash 
  17,585  
  2,802 

 
   
     
    

 
 CHANGE IN CASH AND CASH EQUIVALENTS FOR THE PERIOD 
  494,958  
  (1,133,477)

 
   
     
    

 
 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 
  4,422,838  
  7,511,079 

 
   
     
    

 
 CASH AND CASH EQUIVALENTS, END OF PERIOD 
 $4,917,796  
 $6,377,602 

 
 Non-cash investing and financing activities: 
     
    

 
 Deferred offering costs in accounts payable and accrued expenses 
 $10,000  
 $- 

 

 

See
accompanying Notes to Condensed Consolidated Financial Statements

 

 5

  

 

 

NOTES
TO FINANCIAL STATEMENTS

 

Note
1. Organization, Principal Activities, and Basis of Presentation

 

Lantern
Pharma Inc., and Subsidiaries (the “Company”) is an artificial intelligence (A.I.) focused company dedicated to developing
cancer therapies and transforming the cost, pace, and timeline of oncology drug discovery and development. The Company’s development
portfolio includes three clinical stage oncology focused product candidates and consists of small molecule drug candidates that others
have tried, but failed, to develop into an approved commercialized drug, as well as new compounds that it is developing with the assistance
of its A.I. platform and its biomarker driven approach. The Company’s A.I. platform, known as RADR®, uses big data
analytics (combining molecular data, drug efficacy data, data from historical studies, data from scientific literature, phenotypic data
from trials and publications, and mechanistic pathway data) and machine learning. The Company’s data-driven, genomically-targeted
and biomarker-driven approach allows it to pursue a transformational drug development strategy that identifies, rescues or develops,
and advances potential small molecule drug candidates.

 

Lantern
Pharma Inc. was incorporated under the laws of the state of Texas on November 7, 2013, and thereafter reincorporated in the state of
Delaware on January 15, 2020. The Company’s principal operations are located in Texas. The Company formed a wholly owned subsidiary,
Lantern Pharma Limited, in the United Kingdom in July 2017, and dissolved this subsidiary in November 2025. In September 2021, the Company
formed a wholly owned subsidiary, Lantern Pharma Australia Pty Ltd, in Australia. In January 2023, the Company formed a wholly owned
U.S. subsidiary, Starlight Therapeutics Inc. (“Starlight”), to continue with advancing the development of drug candidate
LP-184’s central nervous system (CNS) and brain cancer indications.

 

Since
inception, the Company has devoted substantially all its activity to advancing research and development, including efforts in connection
with preclinical studies, clinical trials and development of its RADR® platform. This now includes three lead drug candidates
and an Antibody Drug Conjugate (ADC) program directed towards 11 disclosed therapeutic targets:

 

 
  
 ●
 LP-300
 (Tavocept), which we are advancing in a Phase 2 clinical trial, the Harmonic™ trial, focused on never smokers with advanced
 non-small cell lung cancer;

 
  
  
  

 
  
 ●
 LP-184,
 which has potential for treatment of solid tumors including breast, bladder, lung and pancreatic cancers, and glioblastoma and other
 CNS cancers. We have completed enrollment in a Phase 1a clinical trial for LP-184. Following the formation of Starlight, the Company
 now refers to the molecule LP-184, as it is developed in CNS indications, as “STAR-001”;

 
  
  
  

 
  
 ●
 LP-284,
 the stereoisomer (enantiomer) of LP-184, is in a Phase 1 clinical trial, and has shown promising in-vitro and in vivo
 anticancer activity in multiple hematological cancers, which are distinct from the indications targeted by LP-184; and

 
  
  
  

 
  
 ●
 Our
 ADC program is focused on developing highly specific ADCs with highly potent drug payloads.

 
 

The
Company’s fiscal year ends on December 31 of each calendar year. The accompanying interim condensed consolidated financial statements
are unaudited and have been prepared on substantially the same basis as the Company’s annual consolidated financial statements
for the fiscal year ended December 31, 2025. In the opinion of the Company’s management, these interim condensed consolidated financial
statements reflect all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of the
Company’s financial position, results of operations and cash flows for the periods presented. The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the condensed consolidated financial statements and the reported amounts of expenses during the reporting
periods. Actual results could differ from these estimates.

 

 6

  

 

 

The
December 31, 2025 year-end condensed consolidated balance sheet data in the accompanying interim condensed consolidated financial statements
was derived from audited consolidated financial statements. These condensed consolidated financial statements and notes do not include
all disclosures required by GAAP and should be read in conjunction with the Company’s audited consolidated financial statements
as of and for the year ended December 31, 2025 and the notes thereto included in the Company’s Annual Report on Form 10-K, dated
March 30, 2026, on file with the Securities and Exchange Commission.

 

The
results of operations and cash flows for the interim periods included in these condensed consolidated financial statements are not necessarily
indicative of the results to be expected for any future period or the entire fiscal year.

 

Any
reference in these notes to applicable guidance refers to Accounting Standards Codification (“ASC”) and Accounting Standards
Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). To date, the Company has operated its business
as one segment. The Company’s condensed consolidated financial statements include the accounts of the Company and its wholly owned
subsidiaries, Lantern Pharma Limited (for the quarter ended March 31, 2025), Lantern Pharma Australia Pty Ltd. and Starlight Therapeutics
Inc. All intercompany balances and transactions have been eliminated in consolidation.

 

Note
2. Liquidity and Going Concern

 

The
Company incurred a net loss of approximately $3,329,000 and $4,537,000 during the three months ended March 31, 2026 and 2025, respectively.
As of March 31, 2026, the Company had working capital of approximately $3,280,000.

 

The
Company plans to pursue periodic capital raises and also plans to apply for grant funding in the future to assist in supporting its capital
needs. In July 2025, the Company entered into an ATM Sales Agreement (“ATM”), with ThinkEquity LLC (“ThinkEquity”),
as sales agent, pursuant to which the Company may offer and sell shares of its common stock from time to time, in “at-the-market”
offerings to or through its sales agent.

 

As described in Note 10, on May 12, 2026, the Company entered into a securities
purchase agreement (the “Purchase Agreement”) with institutional investors, pursuant to which the Company agreed to issue
and sell to such investors in a registered direct offering (i) 1,454,175 shares common stock of the Company, at an offering price of $2.06
per share, and (ii) pre-funded warrants to purchase up to 681,748 shares of common stock (the “Pre-Funded Warrants”) in lieu
of the Common Shares, at an offering price of $2.0599 (such registered direct offering, the “Offering”). The Offering closed
on May 14, 2026, and the Company received gross proceeds of approximately $4.4 million from the Offering, before deducting Offering expenses
payable by the Company, including the fees of the placement agent for the Offering. In addition, in a concurrent private placement, the
Company agreed to issue to such investors warrants to purchase up to 2,135,923 shares of common stock, at an exercise price of $2.27 per
share. We may also explore the possibility of additional manners of offering our equity securities
and entering into commercial credit facilities as an additional source of liquidity.

 

We
believe that our cash, cash equivalents, and marketable securities on hand as of the date of this report, including the net proceeds
from the Offering of shares of common stock and Pre-Funded Warrants, will enable us to fund our operating expenses and capital expenditure requirements until approximately the
middle of the first quarter of 2027. We will need substantial additional capital to fund our operations beyond that time period, and
if we are unable to raise capital when needed, we could be forced to delay, reduce or eliminate our drug development programs or
commercialization efforts.

 

The
Company’s ability to continue as a going concern is highly contingent on the ability to raise additional capital for ongoing research
and development and clinical trials as the Company expects to continue incurring losses for the foreseeable future. The financial statements
in this report have been prepared assuming that the Company will continue as a going concern, and do not include any adjustments that
may be necessary should the Company be unable to continue as a going concern. The Company has incurred, and it anticipates it will continue
to incur, losses and generate negative operating cash flows and as such will require substantial additional funding in the near future
to continue its research and development activities. These factors raise substantial doubt about the Company’s ability to continue
as a going concern in the absence of obtaining substantial additional funding. While the Company plans to pursue periodic capital raises,
including additional potential sales under the ATM, no assurance can be given that sufficient funding will be available when needed to
allow the Company to continue as a going concern.

 

Note
3. Summary of Significant Accounting Policies

 

Use
of Estimates and Assumptions

 

The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. The significant areas of estimation include determining research
and development accruals, the inputs in determining the fair value of equity-based awards and warrants issued, the inputs in determining
present value of lease payments, and determining the fair value of marketable securities. Actual results could differ from those estimates.

 

 7

  

 

 

Foreign
Currency

 

We
translate the financial statements of our Australian subsidiary, which has a functional currency of the Australian dollar, to U.S. dollars
using month-end exchange rates for assets and liabilities and average exchange rates for income and expenses. Translation gains and losses
are recorded in accumulated other comprehensive income (loss) as a component of stockholders’ equity. Gains and losses resulting
from foreign currency transactions that are denominated in currencies other than our functional currency (U.S. dollar) are included within
other income, net on the consolidated statements of operations.

 

Risks
and Uncertainties

 

The
Company operates in an industry that is subject to intense competition, government regulation and rapid technological change. Operations
are subject to significant risk and uncertainties including financial, operational, technological, regulatory, and other risks, including
the potential risk of business failure.

 

Our
marketable securities may be impacted by various risks related to interest rates, market conditions, stock market fluctuations and credit
risk. Our marketable securities that are debt securities have had and may in the future have their market value fluctuate due to rises
or falls in interest rates. While we believe our cash, cash equivalents and marketable securities do not contain excessive risk, we cannot
provide absolute assurance that in the future our investments will not be subject to adverse changes in market value. In addition, we
maintain significant amounts of cash and cash equivalents at one or more financial institutions that are federally insured. Interest
bearing and non-interest bearing accounts we hold at these banking institutions are guaranteed by the Federal Deposit Insurance Corporation
(“FDIC”) up to $250,000 per depositor, per FDIC-insured bank, per ownership category. From time to time, some of our cash
balances held at banking institutions may be in excess of FDIC coverage.

 

We
currently rely on foreign third-party manufacturers and service providers in connection with certain aspects of our clinical operations.
The U.S. government and persons involved in the Trump administration have made statements and taken certain actions that have led to,
and may continue to lead to, changes to U.S. and international trade policies. Although some previously imposed tariffs have recently
been struck down, potential new tariffs and the potential escalation of trade disputes with foreign countries could pose a significant
risk to our business and could result in higher operating expenses. U.S. policies on tariffs and international trade could also result
in fluctuations in interest rates, which could have a negative impact on general economic conditions, on the industry sector in which
we operate, and on our business.

 

Research
and Development

 

Research
and development costs are expensed as incurred. These expenses primarily consist of payroll, contractor expenses, research study expenses,
costs for manufacturing and supplies, clinical site costs and other costs for the conduct of clinical trials, costs for technical infrastructure
on the cloud for the purposes of developing the Company’s RADR® platform, and other costs for identifying, developing,
and testing drug candidates. Development costs incurred by third parties are expensed as the work is performed. Costs to acquire technologies,
including licenses, that are utilized in research and development and that have no alternative future use are expensed when incurred.

 

When
accruing clinical expenses, we estimate the time period over which services will be performed and the level of effort to be expended
in each period. If possible, we obtain information regarding unbilled services directly from our service providers. However, we may be
required to estimate the cost of these services based only on information available to us. If we underestimate or overestimate the cost
associated with a trial or service at a given point in time, adjustments to research and development expenses may be necessary in future
periods. Historically, our estimated accrued clinical expenses have generally approximated actual expense incurred.

 

Cash
and Cash Equivalents

 

The
Company considers money market funds and other highly liquid instruments with an original maturity of 3 months or less to be cash equivalents.
Cash equivalents at March 31, 2026 and December 31, 2025 were approximately $2,533,000 and $1,540,000, respectively, and are included
along with cash under the caption cash and cash equivalents on the Company’s condensed consolidated balance sheets.

 

 8

  

 

 

Prepaid
Expenses and Other Current Assets

 

Prepaid
expenses and other current assets as of March 31, 2026 totaled approximately $734,000 and included approximately $546,000 of upfront
payments for contractor fees, academic research studies and services, and subscriptions, approximately $156,000 of prepaid annual insurance
fees, and approximately $32,000 of receivables from dividends and tax incentives.

 

Prepaid
expenses and other current assets as of December 31, 2025 totaled approximately $684,000 and included approximately $360,000 of upfront
payments for contractor fees, academic research studies and services, and subscriptions, approximately $294,000 of prepaid annual insurance
fees, and approximately $30,000 of receivables from dividends and tax incentives.

 

Leases

 

The
Company determines whether an arrangement contains a lease at inception. Operating leases are included in operating lease right-of-use
(“ROU”) assets, current portion of operating lease liabilities, and net of current portion of operating lease liabilities
on our consolidated balance sheets. Lease ROU assets represent the Company’s right to use an underlying asset for the lease term
and lease liabilities represent an obligation to make lease payments arising from the lease. Lease ROU assets and lease liabilities are
recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. As the Company’s
leases do not provide an implicit rate, an incremental borrowing rate is used based on the information available at the commencement
date in determining the present value of lease payments. The Company does not include options to extend or terminate the lease term unless
it is reasonably certain that the Company will exercise any such options. Rent expense is recognized under the operating leases on a
straight-line basis. The Company does not recognize right-of-use assets or lease liabilities for short-term leases, which have a lease
term of twelve months or less, and instead will recognize lease payments as expense on a straight-line basis over the lease term.

 

Marketable
Securities

 

The
Company’s marketable securities at March 31, 2026 consist of mutual funds and common stock. The Company’s marketable securities
at December 31, 2025 consist of government and agency securities, mutual funds and common stock. We classify our marketable securities
as available-for-sale at the time of purchase and reevaluate such classification as of each balance sheet date. We may sell these securities
at any time for use in current operations even if they have not yet reached maturity. As a result, we classify our investments, including
securities with maturities beyond twelve months, as current assets in the accompanying condensed consolidated balance sheets.

 

 9

  

 

 

Available-for-sale
debt securities are recorded at fair value each reporting period. Unrealized gains and losses on available-for-sale debt securities are
excluded from earnings and recorded as a separate component within accumulated other comprehensive income (loss) on the condensed consolidated
balance sheets until realized. Interest is reported within interest income on the condensed consolidated statements of operations. We
evaluate our available-for-sale debt securities to assess whether the amortized cost basis is in excess of estimated fair value and determine
what amount of that difference, if any, is caused by expected credit losses. Allowance for credit losses are recognized as a charge in
other income, net on the condensed consolidated statements of operations, and any remaining unrealized losses are included in accumulated
other comprehensive income (loss) on the condensed consolidated balance sheets. The allowance for credit losses is zero at March 31,
2026 and December 31, 2025, and there were no credit losses recorded during the three months ended March 31, 2026 and 2025.

 

Equity
securities, which are composed of mutual funds and common stock, are recorded at fair value each reporting period, with changes in fair
value of these investments, as well as dividends earned, recorded within other income, net on the condensed consolidated statements of
operations.

 

We
determine realized gains and losses on the sale of marketable securities based on the specific identification method and record such
gains and losses within other income, net on the condensed consolidated statements of operations.

 

Deferred
Offering Costs

 

Deferred
offering costs consist of legal, accounting, underwriting, and other direct costs incurred in connection with the Company’s ATM
financing activities. These costs are capitalized as incurred and recognized as a reduction of additional paid-in capital in the consolidated
statements of stockholders’ equity when shares are issued. At March 31, 2026 and December 31, 2025, the Company had approximately
$55,000 and $88,000, respectively, of deferred offering costs related to the ATM. At March 31, 2026, stock issuances of up to $13,905,453
remained available under the ATM, subject to certain limits that may vary from time to time. If the Company terminates the ATM or deems
it probable that the full amount available will not be utilized, the related deferred offering costs will be expensed and recognized
in general and administrative expenses in the condensed consolidated statements of operations. During the three months ended March 31,
2026, the Company expensed approximately $33,000 of deferred offering costs.

 

Stock-based
Compensation

 

Stock-based
awards have been accounted for as required by ASC 718 Compensation - Stock Compensation. Under ASC 718, awards are valued at fair
value on the date of grant, and that fair value is recognized over the requisite service period. Forfeitures are accounted for as they
occur.

 

 10

  

 

 

New
Accounting Pronouncements Not Yet Adopted

 

In
November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic