Form 8-K/A

8-K/A — Glucotrack, Inc.

Accession: 0001493152-26-040600

Filed: 2026-08-28

Period: 2026-07-09

CIK: 0001506983

SIC: 3841 (SURGICAL & MEDICAL INSTRUMENTS & APPARATUS)

Item: Completion of Acquisition or Disposition of Assets

Item: Financial Statements and Exhibits

Documents

8-K/A — form8ka.htm (Primary)

EX-23.1 (ex23-1.htm)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

EX-99.3 (ex99-3.htm)

EX-99.4 (ex99-4.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A

8-K/A (Primary)

Filename: form8ka.htm · Sequence: 1

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0001506983

2026-07-09

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K/A

Amendment

No. 1

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 9, 2026

GLUCOTRACK,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-41141

98-0668934

(State

or Other Jurisdiction

(Commission

(IRS

Employer

Incorporation)

File

Number)

Identification

No.)

301

Rte. 17 North, Ste. 800, Rutherford, NJ

07070

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (201) 842-7715

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions (see General Instruction A.2. below):

☒

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

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

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, par value $0.001 per share

GCTK

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §

230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

Emerging

growth company ☐

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. ☐

Explanatory

Note

This

Amendment No. 1 (this “Amendment”) to the Current Report on Form 8-K originally filed by Glucotrack, Inc., a Delaware corporation

(the “Company”), with the U.S. Securities and Exchange Commission (the “SEC”) on July 15, 2026 (the “Original

Report”), is being filed solely to provide the financial statements and pro forma financial information required by Item 9.01 of

Form 8-K in connection with the reverse merger transaction previously reported under Item 2.01 (Completion of Acquisition or Disposition

of Assets) in the Original Report.

This

Amendment does not reflect any events occurring after the filing of the Original Report and does

not amend or update any disclosures contained therein, except as expressly provided herein.

Item

2.01. Completion of Acquisition or Disposition of Assets.

The

disclosure set forth under Item 2.01 in the Company’s Original Report is incorporated herein by reference.

Item

9.01 Financial Statements and Exhibits.

(a)

Financial Statements of Businesses or Funds Acquired

● Unaudited

condensed financial information of

Lokahi Therapeutics Inc. (“Lokahi”) as of June 30, 2026, and for the six

months ended June

30, 2026 and 2025, and the related notes, which are included as Exhibit 99.1 hereto and incorporated

herein by reference; and

● Audited financial statements of Lokahi for the years ended December 31, 2025, and December

31, 2024, and the related notes, which are included as Exhibit 99.2 hereto and incorporated

herein by reference.

The

financial information in the section to be titled “Management’s Discussion and Analysis of Financial Condition and Results

of Operations of Lokahi Therapeutics Inc.” is included as Exhibit 99.3 hereto and incorporated herein by reference.

(b)

Pro Forma Financial Information

● The

unaudited pro forma combined balance sheets of the Company and Lokahi as of June 30, 2026

have been prepared to reflect the effects of the merger as if it occurred on June 30, 2026.

The unaudited pro forma combined statements of operations for the Company and Lokahi for

the year ended December 31, 2025, and the six months ended June 30, 2026, assume the merger

closed on January 1 of the respective year, which are included as Exhibit 99.4

hereto and incorporated herein by reference.

(d)

Exhibits

Exhibit

No.

Description

23.1

Consent of Kreit & Chiu CPA LLP, Independent Registered Public Accounting Firm.

99.1

Unaudited

condensed financial information as of June 30, 2026, and for the six months ended June 30, 2026 and 2025

99.2

Audited

financial statements for the years ended December 31, 2025 and December 31, 2024

99.3

Management’s

Discussion and Analysis of Financial Condition and Results of Operations of Lokahi Therapeutics Inc. for the six months June 30,

2026

99.4

Unaudited

proforma consolidated financial information

104

Cover

Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURE

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Glucotrack,

Inc.

Date:

August 28, 2026

By:

/s/

Erik Emerson

Name:

Erik

Emerson

Title:

Chief

Executive Officer

EX-23.1

Filename: ex23-1.htm · Sequence: 2

Exhibit 23.1

Consent

of Independent Registered Public Accounting Firm

consent to the incorporation by reference in the Registration Statements of Glucotrack, Inc. on Form S-8 (Nos. 333-281627 and 333-290076),

Form S-3 (Nos. 333-282297 and 333-292695) and Form S-1 (No. 333-290587) of our report dated August 14, 2026, with respect to our audit

of the financial statements of Lokahi Therapeutics Inc. (the “Company”) as of December 31, 2025, and 2024 and for each of

the years then ended. Our report includes a paragraph describing the existence of substantial doubt about the Company’s ability

to continue as a going concern.

also consent to the reference to our firm under the heading “Experts” in such Registration Statements.

/s/

Kreit & Chiu CPA LLP

New

York, NY

August

28, 2026

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

Independent

Accountant’s Review Report

the Board of Directors and Stockholders of Lokahi Therapeutics Inc

have reviewed the accompanying unaudited condensed financial information of Lokahi Therapeutics Inc., which comprise the unaudited condensed

balance sheets as of June 30, 2026, and December 31, 2025, and the related unaudited condensed statements of operations, changes in stockholders’

equity (deficit), and cash flows for the six months ended June 30, 2026, and 2025, and the related notes to the unaudited condensed financial

information. A review includes primarily applying analytical procedures to management’s financial data and making inquiries of

company management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding

the financial statements as a whole. Accordingly, we do not express such an opinion.

Management’s

Responsibility for the Financial Statements

Management

is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally

accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the

preparation and fair presentation of financial statements that are free from material misstatement whether due to fraud or error.

Accountant’s

Responsibility

Our

responsibility is to conduct the review in accordance with Statements on Standards for Accounting and Review Services promulgated by

the Accounting and Review Services Committee of the AICPA. Those standards require us to perform procedures to obtain limited assurance

as a basis for reporting whether we are aware of any material modifications that should be made to the unaudited condensed financial

information for them to be in accordance with accounting principles generally accepted in the United States of America. We believe that

the results of our procedures provide a reasonable basis for our conclusion.

are required to be independent of Lokahi Therapeutics Inc., and to meet our other ethical responsibilities, in accordance with the relevant

ethical requirements related to our review.

Accountant’s

Conclusion

Based

on our review, we are not aware of any material modifications that should be made to the accompanying unaudited condensed financial information

in order for them to be in accordance with accounting principles generally accepted in the United States of America.

Emphasis

of Matter - Going Concern

The

accompanying financial information has been prepared assuming that the Company will continue as a going concern. As discussed in Note

2 to the financial information, the Company has suffered recurring losses from operations and negative cash flows from operations which

raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also

described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/

Kreit & Chiu CPA LLP

Kreit

& Chiu CPA LLP

New

York, New York

August

28, 2026

Lokahi

Therapeutics, Inc.

Unaudited

Condensed Balance Sheets

June 30,

December 31,

2026

2025

Assets

Current assets:

Cash & Cash Equivalents

$ 53,186

$ 1,492,054

Short Term Investments

2,000,000

Prepaid Expenses

2,235,997

2,298,705

Other Current Assets

98,500

Total current assets

2,289,183

5,889,259

Long-term portion of prepaid expenses

75,485

Operating Lease ROU Asset, net

156,162

187,395

Property and Equipment, net

51,929

51,626

Total assets

$ 2,497,274

$ 6,203,765

Liabilities and shareholders’ equity

Current liabilities:

Accounts payable and accrued expenses

$ 2,436,147

$ 247,885

Accrued Interest

1,140,350

Notes payable - related party

500,100

Notes payable, net

5,000,000

Operating Lease Liability

59,523

39,578

Total current liabilities

9,136,120

287,463

Long-term liabilities

Long-Term Portion of Operating Lease Liability

101,873

129,454

Total liabilities

$ 9,237,993

$ 416,917

Commitments and contingencies

Shareholders’ equity:

Common stock, par value $0.01, 100,000,000 shares authorized; 1,000,000 issued and outstanding as of June 30, 2026 and December 31, 2025

1,000

Additional paid-in capital

2,057,513

6,486,993

Accumulated Deficit

(8,799,232 )

(701,145 )

Total shareholders’ equity (deficit)

(6,740,719 )

5,786,849

Total liabilities and shareholders’ equity

$ 2,497,274

$ 6,203,765

The

accompanying notes are an integral part of these unaudited condensed financial statements.

Lokahi

Therapeutics, Inc

Unaudited

Condensed Statements of Operations

For the six months ended

June 30,

2026

2025

Operating expenses:

Research and development expenses

$ 1,860,886

$ 651,784

General and administrative expenses

4,097,726

2,376,488

Total operating expenses

5,958,612

3,028,272

Loss from operations

(5,958,612 )

(3,028,272 )

Other income (expense)

Interest income

21,757

15,250

Interest expense

(2,161,232 )

(61,086 )

Change in fair value of warrant liability

9,518

Total other income (expense)

(2,139,475 )

(36,318 )

Net loss

$ (8,098,087 )

$ (3,064,590 )

The

accompanying notes are an integral part of these unaudited condensed financial statements.

Lokahi

Therapeutics, Inc

Unaudited

Condensed Statements of Changes in Shareholders’ Equity (Deficit)

Number of

Amount

Additional

Paid-in

Capital

Net Parent Investment

Accumulated Deficit

Total

Balance at December 31, 2025

1,000,000

$ 1,000

$ 6,486,993

$ (701,145 )

$ 5,786,849

Net loss for the period ended March 31, 2026

(2,208,640 )

Stock compensation expense

114,166

Balance at March 31, 2026

1,000,000

$ 1,000

$ 6,081,259

$ (2,909,785 )

$ 3,692,374

Net loss for the period ended June 30, 2026

(5,889,447 )

Stock compensation expense

105,210

Distribution to APUS in connection with settlement

(4,648,856 )

Balance at June 30, 2026

1,000,000

$ 1,000

$ 2,057,513

$ (8,799,232 )

$ (6,740,719 )

Balance at December 31, 2024

$ (1,358,121 )

Net loss for the period ended March 31, 2025

(402,397 )

Balance at March 31, 2025

$ (1,760,518 )

Stock-based compensation - stock options

192,053

Stock-based compensation – common stock grants

1,700,000

Conversion of convertible debt - related party

499,222

Issuance of Representative Warrants in connection with IPO

139,388

Issuance of common stock in IPO (net of $1,599,060 in offering costs and warrant

liability)

11,629,727

Net loss

(2,662,193 )

Balance at June 30, 2025

9,737,679

The

accompanying notes are an integral part of these unaudited condensed financial statements.

Lokahi

Therapeutics, Inc

Unaudited

Condensed Statements of Cash Flows

For the six months ended

June 30,

2026

2025

Cash flows from operating activities:

Net loss

$ (8,098,087 )

$ (3,064,590 )

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

Stock based compensation attributable to parent equity awards

219,376

Depreciation & Amortization expense

40,324

232

Interest expense

1,206,233

21,253

Accretion on notes payable

955,000

39,832

Stock based compensation – option grants

1,700,000

Stock based compensation – warrants

192,053

Change in fair value of warrant liability

(9,518

)

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

(127,945 )

(1,788,619 )

Accounts payable and accrued expenses

2,188,262

(472,052 )

Operating lease liability

(7,636 )

Net cash used in operating activities

$ (3,624,474 )

$ (3,381,409 )

Cash flows from investing activities:

Redemption of short term investments

2,000,000

Purchases of PP&E

(9,394 )

(13,369 )

Proceeds from notes receivable

(750,000 )

Net cash provided by investing activities

$ 1,240,606 )

$ (13,369 )

Cash flows from financing activities:

Cash proceeds from issuance of common stock in connection with IPO

11,953,046

Proceeds from notes payable

5,970,000

250,000

Payment of debt issuance costs

(925,000 )

Repayment of notes payable

(1,100,000 )

Payment in connection with settlement

(3,000,000 )

Cash advances from related parties

17,400

Cash advances to related parties

(93,800 )

Net cash provided by financing activities

$ 945,000

$ 12,126,646

Net increase (decrease) in cash, cash equivalents

(1,438,868 )

8,731,868

Cash and cash equivalents, beginning of period

1,492,054

3,455

Cash and cash equivalents, end of period

$ 53,186

$ 8,735,323

Supplemental disclosure of cash flow information:

Cash paid for interest

$ 100,000

$ -

Cash paid for taxes

$ -

Non-cash investing and financing activities:

Original issue discount withheld from notes payable proceeds

$ 30,000

$ -

Conversion of convertible debt - related party

$ -

$ 386,676

Conversion of accrued interest expense for convertible debt - related party

$ -

$ 112,546

Issuance of Representative Warrants in connection with IPO

$ -

$ 139,388

The

accompanying notes are an integral part of these unaudited condensed financial statements.

Lokahi

Therapeutics, Inc

Notes

to the Unaudited Condensed Financial Statements

DESCRIPTION OF BUSINESS

Business

Description

Lokahi

Therapeutics, Inc. (“Lokahi” or the “Company”) is a development-stage biopharmaceutical company incorporated

in the State of Delaware as a C-Corporation. The Company is focused on the development of Apitox, a purified honeybee venom-based drug

for the treatment of acute pain and inflammation associated with knee osteoarthritis. The Company is a subsidiary of Apimeds Pharmaceuticals

US, Inc. (“APUS” or the “Parent”), a Delaware C-Corporation and SEC registrant.

The

accompanying financial statements present the standalone financial position, results of operations, changes in stockholders’ equity

and cash flows of the Company. They do not include the accounts of the Parent or any of the Parent’s other subsidiaries.

The

Company has not yet generated revenue from its biopharmaceutical operations and is subject to the risks and uncertainties common to development-stage

companies in the biotechnology industry. The success of the Company is dependent on obtaining the necessary regulatory approvals for

its product candidate. It is not possible to predict the outcome of future research and development activities.

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis

of Presentation

The

Company has prepared these unaudited condensed financial statements in accordance with accounting principles generally accepted in the

United States of America (“U.S. GAAP”) as found in the Accounting Standards Codification (“ASC”) and Accounting

Standards Updates (“ASU”) promulgated by the Financial Accounting Standards Board (“FASB”). Except as disclosed

herein, there have been no material changes in the information disclosed in the Notes to the Financial Statements included

in the audited financial statements for the year ended December 31, 2025. Accordingly, the unaudited condensed financial statements

and related disclosures herein should be read in conjunction with the audited financial statements for the year ended December 31, 2025.

permitted under the SEC requirements for interim reporting, certain footnotes or other financial information have been condensed or omitted.

These financial statements include all normal and recurring adjustments that are considered necessary for the fair presentation of results

for the interim periods presented. Revenues, expenses, assets and liabilities can vary during each quarter of the year. Therefore, the

results and trends in these interim financial statements may not be representative of those for the full year.

Standalone

Presentation

The

accompanying unaudited condensed financial statements include only the accounts of the Company. The Company has no subsidiaries and,

accordingly, no consolidation is presented. Balances and transactions between the Company and the Parent are not eliminated and are presented

as related party balances and transactions. Stock-based compensation expense attributable to awards granted by the Parent to employees

of the Company is recognized in these financial statements with a corresponding capital contribution from the Parent.

Liquidity

The

accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization

of assets and the satisfaction of liabilities in the normal course of business. As of June 30, 2026, the Company had an accumulated deficit

of $8,799,232. For the six months ended June 30, 2026, the Company incurred a net loss of $8,098,087 and used cash in operating activities

of $3,624,474 and expects to continue to incur substantial losses in the future. As of June 30, 2026, the Company had cash and cash equivalents

of $53,186. The Company has no committed source of additional financing and has historically relied on loans and advances from the Parent

and other related parties and on short-term promissory notes to fund its operations. There can be no assurance that the Company will

be able to obtain additional financing on terms acceptable to it or at all. These conditions raise substantial doubt about the Company’s

ability to continue as a going concern. These financial statements do not contain any adjustments that might result from the outcome

of this uncertainty.

Use

of Estimates

The

preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgements 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 expenses during the reporting period. Significant estimates and assumptions made in the accompanying

unaudited condensed financial statements include, but are not limited to, the determination of prepaid clinical development costs, accrued

clinical development and manufacturing costs, stock-based compensation, and the incremental borrowing rate used to measure the Company’s

operating lease liability. Actual results could differ from those estimates, and such differences could be material to the financial

statements.

Fair

Value Measurement

The

fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would

have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction

between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company

seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable

inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is

used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and

liabilities:

Level

1 —

Quoted

prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions

for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level

2 —

Observable

inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities

and quoted prices for identical assets or liabilities in markets that are not active.

Level

3 —

Unobservable

inputs based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability.

some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In

those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input

that is significant to the fair value measurement.

financial asset or liability classification within the hierarchy is determined based on the lowest level input that is significant to

the fair value measurement. The carrying value of cash, cash equivalents and short-term investments approximates fair value as these

assets all represent cash or cash-equivalent instruments. As of June 30, 2026 and December 31, 2025, the Company had no assets or liabilities

that were measured at fair value on a recurring basis.

Concentrations

of Credit Risk

Financial

instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in financial institutions which,

at times, may exceed the federal depository insurance corporation limit of $250,000. As of June 30, 2026, the Company has not experienced

losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Segment

Information

accordance with ASC 280, Segment Reporting, the Company operates as a single operating segment. The Company’s chief operating decision

maker (“CODM”), who is the Chief Executive Officer, reviews the Company’s financial information on an entity-wide basis

for purposes of making operating decisions, allocating resources, and evaluating financial performance. The CODM assesses performance

primarily through the analysis of operating expenses, with key categories including research and development and general and administrative

expenses. Financial information provided to and utilized by the CODM is consistent with the Company’s U.S. GAAP financial statements.

As of June 30, 2026, the Company has not generated any revenue.

Cash

and Cash Equivalents

The

Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash

equivalents. As of June 30, 2026 and December 31, 2025, the Company had no cash equivalents.

Patent

Costs

All

patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty

about the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses in the accompanying statements

of operations.

Leases

The

Company accounts for a contract as a lease when it has the right to direct the use of the asset for a period of time while obtaining

substantially all of the asset’s economic benefits. The Company determines the initial classification and measurement of its right-of-use

assets (“ROU”) and lease liabilities at the lease commencement date and thereafter if modified. ROU assets and liabilities

are to be represented on the balance sheet at the present value of future minimum lease payments to be made over the lease term. The

Company has elected as an accounting policy not to apply the recognition requirements in ASC 842, Leases (“ASC 842”)

to short-term leases. Short-term leases are leases that have a term of 12 months or less and do not include an option to purchase the

underlying asset that the Company is reasonably certain to exercise. The Company recognizes the lease payments for short-term leases

on a straight-line basis over the lease term. As of June 30, 2026, and December 31, 2025, the Company has recognized a lease which qualifies

to be classified in accordance with ASC 842.

Property

and Equipment, net

Property

and equipment, net is stated at cost (less) accumulated depreciation. These assets are depreciated over their estimated useful lives

of three to seven years using the straight-line method.

The

Company adheres to ASC 360 “Property, Plant, and Equipment” and periodically evaluates whether current facts or circumstances

indicate that the carrying value of its depreciable assets to be held and used may not be recoverable. If such circumstances are determined

to exist, an estimate of undiscounted future cash flows produced by the long-lived assets, or the appropriate grouping of assets, is

compared to the carrying value to determine whether impairment exists. If an asset is determined to be impaired, the loss is measured

based on the difference between the asset’s fair value and its carrying value. For long-lived assets, the estimate of fair value

is based on various valuation techniques, including a discounted value of estimated future cash flows. The Company reports an asset to

be disposed of at the lower of its carrying value or its fair value less costs to sell. As of June 30, 2026, no impairment has been

recognized.

Parties

The

Company follows ASC 850, “Related Party Disclosures” for the identification of related parties and disclosure of related

party transactions.

General

and Administrative

General

and administrative expenses consist primarily of management personnel costs, professional service fees, and other general overhead and

facility costs, including rent and insurance, which relate to the Company’s general and administrative functions.

Research

and Development

Research

and development expenses consist primarily of consulting, regulatory and manufacturing related costs, third-party license fees and external

costs of vendors engaged to conduct preclinical development activities. These costs are expensed as incurred and non-refundable prepayments

for goods or services that will be used or rendered for future research and development activities are deferred and capitalized in prepaid

expenses and other current assets.

The

Company enters into arrangements with contract research organizations in connection with pre-clinical and clinical trials. Such arrangements

often provide for payment prior to commencing the project or based upon predetermined milestones throughout the period during which services

are expected to be performed. As part of the process of preparing the Company’s financial statements, management is required to

estimate prepaid and accrued clinical trial expenses. The date on which services commence, the level of services performed on or before

a given date, and the cost of such services are often determined based on subjective judgments informed by the facts and circumstances

known to management from the terms of the contract and the Company’s ongoing monitoring of service performance. The Company makes

these judgments based upon the facts and circumstances known to management based on the terms of the contract and the Company’s

ongoing monitoring of service performance.

line with the guidance suggested under ASC 450, Contingencies and ASC 730, Research and Development, all research and development

costs will be expensed as incurred. Development and regulatory milestone payments are accounted for by estimating the probability of

milestone achievement.

Stock

Based Compensation

The

Company accounts for share-based compensation in accordance with the fair value recognition provision of FASB ASC 718, Compensation

— Stock Compensation (“ASC 718”), which prescribes accounting and reporting standards for all share-based payment

transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares,

options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees,

including grants of employee stock options, are recognized as compensation expense in the unaudited condensed financial statements based

on the estimated grant date fair values. That expense is recognized over the period during which an employee is required to provide services

in exchange for the award, known as the requisite service period (usually the vesting period). The Company accounts for forfeitures as

they occur. The Company classifies share-based compensation expense in its statements of operations in the same manner in which the award

recipient’s cash compensation costs are classified.

The

fair value of each employee and non-employee stock option grant is estimated on the date of grant using the Black-Scholes option-pricing

model. The Company is a public company but has limited company-specific historical and implied volatility information. Therefore, it

estimates its expected stock volatility based on implied volatility. The expected term of the Company’s stock options for employees

has been determined utilizing the “simplified” method for awards. The risk-free interest rate is determined by reference

to the U.S. Treasury yield curve. Expected dividend yield is zero based on the fact that the Company has never paid cash dividends and

does not expect to pay any cash dividends in the foreseeable future.

Income

Taxes

The

Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities

for the expected future tax consequences attributable to differences between carrying amounts of assets and liabilities for financial

reporting purposes and the amounts used for income tax reporting purposes and for operating loss and tax credit carryforwards. Changes

in deferred tax assets and liabilities are recorded in the provision for income taxes.

The

Company’s deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which these

temporary differences are expected to be recovered or settled. A valuation allowance is recorded to reduce deferred tax assets if it

is determined that it is more likely than not that all or a portion of the deferred tax asset will not be realized. The Company considers

many factors when assessing the likelihood of future realization of deferred tax assets, including recent earnings results, expectations

of future taxable income, carryforward periods available and other relevant factors. The Company records changes in the required valuation

allowance in the period that the determination is made.

The

Company assesses its income tax position and records tax benefits for all years subject to examination based upon management’s

evaluation of the facts, circumstances and information available as of the reporting date. For those tax positions where it is more likely

than not that a tax benefit will be sustained, the Company records the largest amount of tax benefit with a greater than 50% likelihood

of being realized upon ultimate settlement with a taxing authority having full knowledge of all relevant information. For those income

tax positions where it is not more likely than not that a tax benefit will be sustained, the Company does not recognize a tax benefit

in the financial statements. The Company records interest and penalties related to uncertain tax positions, if applicable, as a component

of income tax expense.

Recently

Issued Accounting Pronouncements

The

Company considers the applicability and impact of all Accounting Standard Updates (ASUs). ASUs not discussed in these unaudited condensed

financial statements were assessed and determined to be either not applicable or are expected to have minimal impact on the financial

statements.

November 2024, the FASB issued Accounting Standards Update No. 2024-03, Disaggregation of Income Statement Expenses. This guidance

will require additional disclosures and disaggregation of certain costs and expenses presented on the face of the income statement. The

amendments are effective for annual reporting periods beginning after December 15, 2026 and interim reporting period beginning after

December 15, 2027 with early adoption permitted. The Company is currently evaluating the impact of this new guidance to our financial

statements.

LICENSE AGREEMENTS

August 2, 2021, the Company entered into a business agreement with Apimeds Korea. Under the agreement, the Company received the right

to continue any clinical trial and acquire the permits and approval necessary from the U.S. Food and Drug Administration. The Company

will pay Apimeds Korea a royalty of 5% of the earnings before interest and taxes, delivered from the sale or license of Apitox less any

credits and charges, however, the royalty terms shall not apply when shares of the Company are transferred or sold through merger, acquisition,

or share transfer agreement to a third party.

October 12, 2021, the Company entered into an exclusive patent license agreement with Apimeds Korea, a shareholder of the Parent. Under

the agreement, the Company was granted the exclusive right and license under the licensed patents to make and sell the licensed products

in the United States of America.

The

agreement commenced on the effective date and shall remain in force for each licensed product on a licensed-product-by-licensed-product

basis for rights and obligations concerning the licensed patent, until the expiration of the last to expire valid claim of a licensed

patent. The total consideration exchanged for the exclusive license agreement was $1.

PREPAID EXPENSE AND OTHER ASSETS

of June 30, 2026, and December 31, 2025, the prepaid expense and other assets balance consists of the following:

June 30,

December 31,

2026

2025

Prepaid clinical development costs

$ 2,010,744

$ 2,022,466

Other prepaid assets and receivables

41,258

60,989

Prepaid insurance

183,995

290,735

(Less) Long term portion of prepaid insurance

(75,485 )

Total Prepaid Expenses

2,235,997

2,298,705

ACCOUNTS PAYABLE AND ACCRUED EXPENSE

Accounts

payable and accrued expenses consist of balances owed to vendors, as well as others, such as the taxing authority and employees.

of June 30, 2026, and December 31, 2025, the accounts payable and accrued expense balances consist of the following:

June 30,

December 31,

2026

2025

Accounts payable

$ 1,133,539

$ 26,819

Accrued development costs

398,842

118,168

Accrued manufacturing costs

232,748

Accrued compensation and benefits

204,758

39,406

Accrued offering costs

280,000

Accrued expenses - other

186,260

63,491

Total Accounts payable and accrued expenses

2,436,147

247,885

DEBT

Party Notes Payable

of June 30, 2026, the Company had outstanding $500,100 consisting of $250,100 unsecured promissory notes payable to Inscobee Inc., a

stockholder of the Parent company, comprising amounts originally advanced in 2024 and a $250,000 note dated March 21, 2025,

payable to Apimeds Korea a wholly owned subsidiary of Inscobee. All notes bear interest at 5% per annum and mature on December 31, 2026.

The related party notes were assumed by the Company in connection with the settlement agreement executed April 24, 2026. As of June 30,

2026 and June 30, 2025, these related party notes remain outstanding with accrued interest totaling $40,350 and $15,452 respectively.

2026

Promissory Note

March 30, 2026, the Company issued a secured promissory note (the “2026 Promissory Note”) to the Keren Eliyahu Charitable

Trust in the principal amount of $1,000,000. The Company received proceeds of $995,000, net of $5,000 of original issue discount withheld

at funding. The note is repayable in the amount of $1,100,000 (representing 110% of principal) on May 15, 2026, and is collateralized

by a certificate of deposit classified as a short-term investment on the balance sheet. The note is recorded as a current liability on

the balance sheet and the Company recorded $80,000 in accretion expense relating to original issuance discount and issuance costs.

The

2026 Promissory Note was repaid in full during the six months ended June 30, 2026.

2026

Secured Promissory Notes

May and June 2026, the Company issued additional secured promissory notes to the Keren Eliyahu Charitable Trust in an aggregate principal

amount of $5,000,000. Each note bears a non-compounding return in excess of the principal amount, and the aggregate amount due under

these notes as of June 30, 2026 was $6,100,000. The notes are recorded as current liabilities of the Company. As of June 30, 2026, $5,000,000

of principal is presented in notes payable, net, and $1,100,000 of interest payable is presented in accrued interest on

the accompanying balance sheet. For the six months ended June 30, 2026, the Company recognized $2,015,000 of interest expense,

including $875,000 of accretion of original issue discount and debt issuance costs associated with these notes

Included

in the notes described above is a $1,000,000 note (“Note One”) issued on May 6, 2026 in connection with the repayment

of the 2026 Promissory Note, which bears a non-compounding return equal to 120% of the principal amount, and a $2,000,000 note (“Note

Two”) issued on May 12, 2026, which bears a non-compounding return equal to 125% of the principal amount. Note One was originally

scheduled to mature on July 5, 2026 and was subsequently amended to mature on June 11, 2026, which is also the maturity date of Note

Two. As of June 30, 2026 and the period thereafter the Company has made a number of maturity extension payments in connection with

the aggregate repayment amount disclosed above, extending the aggregate maturity date to September 30, 2026.

RELATED PARTY TRANSACTIONS

The

Settlement Agreement

April 24, 2026 (the “Effective Date”), the Company entered into a Confidential Settlement and Mutual Release Agreement (“The

Settlement Agreement”) by and among the Company, the Parent, MindWave, a wholly owned subsidiary of the Parent, Erik Emerson, individually

and in his capacity as Bio Business Representative under the Merger Agreement (“Emerson”), Inscobee, and Apimeds Inc. (“Apimeds

Korea”), a wholly owned subsidiary of Inscobee. The Settlement Agreement resolves, without litigation, disputes that arose among

the parties following the Merger consummated on December 1, 2025, pursuant to the merger agreement, dated December 1, 2025, by and between

APUS, Apimeds Merger Sub, Inc., Mindwave, the Company, and Emerson (the “Merger Agreement”), including disputes regarding

the validity of certain stockholder consents and related support and voting agreements.

Under

the Settlement Agreement, the Company irrevocably and unconditionally agreed to transfer to the Parent, or its designee, a working

capital contribution of $4,000,000 (the “Working Capital Contribution”), later amended to $3,000,000 along with the

forgiveness or assumption of the assets or liabilities defined herein. The Company also agreed to forgive, release and discharge all

amounts previously advanced by the Company to the Parent or its subsidiaries, including (i) $750,000 advanced on or about February

2, 2026, together with any interest, penalties or equity that may be due to the Company (ii) the related party notes and their

respective interest in aggregate principal balance of $500,100 and accrued interest balance of 34,117 (iii) balances due from APUS in the amount of $364,639.14.

connection with the Settlement Agreement, the Parent agreed to (i) assign to the Company the Prevail CRO credit facility, having an aggregate

value of approximately $2,200,000, to support continued development of the Apitox program, and (ii) assign to the Company the rights

under the related license agreement, with the Company retaining all rights relating to the Apitox program, including intellectual property,

regulatory materials, development data, manufacturing information and other associated program assets. In addition, within five business

days following fulfillment of the Working Capital Contribution, the Parent is required to distribute 51% of the common stock of the Company

as directed by Emerson, with the remaining 49% retained by the Parent. The Company’s board composition and management appointments

are determined solely by the Company, and Emerson continues as the Company’s Chief Executive Officer and President.

The

Company further irrevocably waived certain covenants and rights under the Merger Agreement and under an amended and restated side letter

agreement dated December 1, 2025, including rights to allocations of financing proceeds raised by the Parent and the right to be repaid

a $50,000 diligence fee. The Settlement Agreement also provides for mutual releases among the parties of all claims arising from facts,

acts, omissions, circumstances, events or transactions occurring before its execution, subject to customary carve-outs, which releases

become effective only upon payment by the Company of the Working Capital Contribution. In connection with the Settlement Agreement, the

Company assumed the Related Party Notes payable to Inscobee described above, together with accrued interest thereon.

The

Company’s related party balances consist of unsecured promissory

notes payable to related parties, and accrued interest on those notes. Amounts due from the Parent arise from expenses paid by one entity

on behalf of the other and from cash transfers between the entities. These balances are unsecured, non-interest bearing and due on demand.

Related party balances were as follows:

June 30,

December 31,

2026

2025

Due from Parent (APUS)

$ -

$ 98,500

Related party notes payable - short term

500,100

Accrued interest - related party notes

40,350

COMMITMENTS AND CONTINGENCIES

License

Agreement

August 2, 2021, APUS entered into a business agreement with Apimeds Korea. Under the agreement, the APUS received the right to continue

any clinical trial and acquire the permits and approval necessary from the U.S. Food and Drug Administration. APUS assigned its rights

and obligations under this agreement to Lokahi. The Company will pay Apimeds Korea a royalty of 5% of the earnings before interest and

taxes, delivered from the sale or license of LT-100 less any credits and charges, however, the royalty terms shall not apply when shares

of the Company are transferred or sold through merger, acquisition, or share transfer agreement to a third party. On October 12, 2021,

APUS entered into an exclusive patent license agreement with Apimeds Korea, a shareholder of APUS. Under the agreement, the Company was

granted the exclusive right and license under the licensed patents to make and sell the licensed products in the United States of America.

The agreement commenced on the effective date and shall remain in force for each licensed product on a licensed product-by-licensed-product

basis for rights and obligations concerning the licensed patent, until the expiration of the last to expire valid claim of a licensed

patent. The total consideration exchanged for the exclusive license agreement was $1 Lokahi entered into a sub license agreement with

APUS for the rights to sell the LT-100 in the United States of America.

Legal

Proceedings

connection with the merger consummated on December 1, 2025, Alto Opportunity Master Fund B (“Alto”) purchased a senior secured

convertible note from Apimeds Pharmaceuticals US, Inc. (“APUS”) in the principal amount of $10.9 million in a private placement

completed in connection with that transaction. The note is an obligation of APUS. Therefore, no amounts related to the note are reflected

in the accompanying financial statements.

August 2026, counsel to Alto contacted the Company’s legal counsel regarding settlement of the amounts owed by APUS under the note,

asserting that the Company may bear responsibility for those amounts on the basis that the Company was formerly a subsidiary of APUS.

Alto indicated that it intends to pursue litigation against APUS, the Company, certain of their respective current and former officers

and directors, and other parties. Alto has not identified the specific legal or factual basis for any claim against the Company, has

not asserted a specific amount sought from the Company, and has not commenced any legal proceedings against the Company as of the date

these financial statements were available to be issued.

The

Company is evaluating the matter with the assistance of legal counsel. Because no claim has been formally asserted against the Company

and no specifics have been provided, the Company is unable to determine whether a loss is probable or to estimate the amount or range

of any reasonably possible loss. Accordingly, no liability has been recorded with respect to this matter as of December 31, 2025, or

December 31, 2024. Should litigation be commenced and successfully prosecuted against the Company, an unfavorable outcome could have

a material adverse effect on the Company’s financial position, results of operations and cash flows.

Future

Commitments

During

the year ended December 31, 2025, the Company entered into an agreement to prepay its CRO, Prevail InfoWorks Inc, pertaining

to future clinical trial execution. The agreed upon prepayment amount is $3,268,906, of which $516,263 remains unfulfilled. As of

June 30, 2026, this agreement remains active and the Company continues to accumulate the prepaid balance discussed.

During

the year ended December 31,2025 the Company entered into an agreement with Piramal Pharma Solutions, Inc. to manufacture clinical trial

material for its lead Biopharmaceutical asset, Apitox. As of June 30, 2026, the Company remains engaged with Piramal Pharma Solutions

in connection with the manufacturing of LT-100, formerly known as Aptiox.

Indemnification

Agreements

The

Company has entered into indemnification agreements with its directors and officers. Under these agreements, the Company may be required

to indemnify its directors and officers against certain liabilities that may arise by reason of their status or service. The Company

has not incurred material costs related to these indemnification provisions and has not accrued any liabilities related to such obligations

as of June 30, 2026.

Operating

Lease

June 30,

December 31,

2026

2025

Right-of-use asset, net

$ 156,162

$ 187,395

Lease liability - current

59,523

39,578

Lease liability - non-current

101,873

129,454

Total lease liability

161,396

169,032

Future

Minimum Lease Payments

Year Ending December 31,

Amount

2026

35,645

2027

67,310

2028

69,330

Thereafter

Total undiscounted lease payments

172,285

Less: imputed interest

(10,889 )

Present value of lease liabilities

$ 161,396

Supplemental

Information

Six Months Ended

June 30, 2026

Cash paid for amounts included in lease liabilities

$ 11,882

Weighted-average remaining lease term (years)

2.9

Weighted-average discount rate

5.0 %

SHAREHOLDERS’ EQUITY

Common

Stock

of June 30, 2026, and December 31, 2025, the Company had 100,000,000 authorized shares of common stock, par value $0.001 per share.

The Company had 1,000,000 shares of common stock issued and outstanding as of June 30, 2026, and December 31, 2025, respectively, all

of which are held by the Parent. Each share of common stock is entitled to one vote.

10.

STOCK-BASED COMPENSATION

Stock

Options

The

Parent maintains the 2024 Equity Incentive Plan (the “Plan”), under which the Parent may grant stock options, restricted

stock units, and other equity awards to employees, directors, and consultants, including employees of the Company. As of June 30, 2026,

2,096,679 shares of the Parent’s common stock were authorized for issuance under the Plan, of which 1,096,679 shares were granted

in the form of stock options, and 1,000,000 shares were issued to executives in the form of common stock. The Plan currently maintains

0 shares available for issuance.

Certain

equity awards of the Parent have been granted to employees of the Company. Because there is no recharge arrangement (an agreement in

which the subsidiary reimburses the parent for the cost of stock-based awards granted to the subsidiary’s employees) between the

Parent and the Company, the expense associated with these awards is recognized in the Company’s statements of operations and is

offset by a corresponding capital contribution from the Parent recorded in additional paid-in capital. For the six months ended June

30, 2026, the Company recognized $219,376 of stock-based compensation expense related to these awards.

The

Company calculates stock-based compensation expense in accordance with ASC 718. The fair value of stock-based awards is amortized over

the vesting period of the award.

The

following represents a summary of options:

Number of Options

Weighted Average

Exercise

Price

Weighted- Average

Remaining

Contractual Term

(In Years)

Issued and outstanding, December 31, 2025

1,235,251

$ 2.82

8.71

Granted

Exercised

Forfeited/Expired

(250,025 )

$ 6.59

4.77

Issued and outstanding, June 30, 2026

985,226

$ 1.90

9.11

Exercisable, June 30, 2026

397,189

$ 1.87

9.03

Stock-Based

Compensation Expense

Six Months Ended

June 30, 2026

June 30, 2025

Research and development

$ 31,805

$ -

General and administrative

187,571

Total stock-based compensation

219,376

11.

INCOME TAXES

The

Company recorded no provision or benefit for income tax expense for the six months ended June 30, 2026 and June 30, 2025 respectfully.

For

all periods presented, the pretax losses incurred by the Company received no corresponding tax benefit because the Company concluded

that it is more likely than not that the Company will be unable to realize the value of any resulting deferred tax assets. The Company

will continue to assess its position in future periods to determine if it is appropriate to reduce a portion of its valuation allowance

in the future.

The

Company has no open tax audits with any tax authority as of June 30, 2026.

12.

SUBSEQUENT EVENTS

The

company’s management has evaluated subsequent events occurring after June 30, 2026, the date of our most recent balance sheet,

through the date our financial statements were issued.

The

Merger

July 14, 2026 (the “Closing Date”), Glucotrack, Inc., a Delaware corporation (the “Acquiror”), entered into an

Agreement and Plan of Merger (the “Merger Agreement”) with Glucotrack Merger Sub, Inc., a Nevada corporation, the Company,

Glucotrack Technologies Inc. (the “Operating Sub”), and Paul V. Goode, solely in his capacity as representative for the Operating

Sub. At the effective time of the merger, each share of the Company’s common stock issued and outstanding immediately prior to

the effective time was canceled and converted into the right to receive a portion of the merger consideration, consisting of shares of

the Acquiror’s common stock, par value $0.001 per share, such that the aggregate number of shares issued to all holders of the

Company’s existing common stock equaled 19.99% of the Acquiror’s common stock issued and outstanding as of the date of the

Merger Agreement, together with shares of the Acquiror’s Series A convertible preferred stock, par value $0.001 per share, such

that immediately following the effective time the holders of the Company’s existing common stock collectively held, on a fully

diluted and as-converted basis, 90.0% of the Acquiror’s total issued and outstanding equity securities. Any dilution attributable

to Bridge Shares and PIPE Shares, as those terms are defined in the Merger Agreement, is borne solely by that allocation, such that the

Acquiror’s existing stockholders will in no event hold less than 10.0% of the Acquiror’s total issued and outstanding equity

securities on a fully diluted basis immediately following the effective time.

The

merger consideration consisted of 1,311,200 shares of the Acquiror’s common stock and 785,334 shares of the Acquiror’s Series

A convertible preferred stock. Each share of Series A convertible preferred stock is convertible into 100 shares of the Acquiror’s

common stock automatically upon stockholder approval and approval of the Acquiror’s new listing application.

Acknowledgement of Transfer and Beneficial Ownership

In connection with the Settlement Agreement executed April 24th,

2026, Apimeds Pharmaceuticals US, Inc. (“APUS”), the former operating entity of the Biopharmaceutical Business, released

fifty one percent (51%) of its ownership position in the Company. The Company fulfilled all required obligations and payments outlined

in the Settlement Agreement (refer to Note 7) and, as of July 14, 2026, executed the Acknowledgement of Transfer and Beneficial Ownership

Agreement (“the equity release agreement”) in which APUS transferred the aforementioned ownership interest to the Company

or one of its guarantees.

EX-99.2

Filename: ex99-2.htm · Sequence: 4

Exhibit

99.2

INDEX

TO FINANCIAL STATEMENTS

Contents

Page

Report of Independent Registered Public Accounting Firm (Kreit and Chiu CPA LLP)

Balance Sheets December 31, 2025 and 2024

Statements of Operations for the Years Ended December 31, 2025 and 2024

Statements of Changes in Shareholders’ Equity (Deficit) for the Years Ended December 31, 2025, and 2024

Statements of Cash Flows for the Years Ended December 31, 2025 and 2024

6-7

Notes to Financial Statements

8-16

INDEPENDENT

AUDITOR’S REPORT

Members

of the Audit Committee

Lokahi

Therapeutics, Inc.

Opinion

have audited the financial statements of Lokahi Therapeutics, Inc. (the “Company”), which comprise the balance sheets as

of December 31, 2025 and 2024, and the related statements of operations, changes in shareholders’ equity (deficit), and cash flows

for the years then ended, and the related notes to the financial statements.

our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of Lokahi Therapeutics,

Inc. as of December 31, 2025, and 2024 and the results of its operations and its cash flows for the years then ended in accordance with

accounting principles generally accepted in the United States of America.

Emphasis

of Matter Regarding Going Concern

The

accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note

2 to the financial statements, the Company has suffered recurring losses from operations and negative cash flows from operations which

raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also

described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis

for Opinion

conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities

under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section

of our report. We are required to be independent of the Company and to meet our other ethical responsibilities, in accordance with the

relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate

to provide a basis for our audit opinion.

Responsibilities

of Management for the Financial Statements

Management

is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally

accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation

and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate,

that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial

statements are issued.

Auditor’s

Responsibilities for the Audit of the Financial Statements

Our

objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,

whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level

of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always

detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than

for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of

internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate,

they would influence the judgment made by a reasonable user based on the financial statements.

performing an audit in accordance with GAAS, we:

● Exercise

professional judgment and maintain professional skepticism throughout the audit.

● Identify

and assess the risks of material misstatement of the financial statements, whether due to

fraud or error, and design and perform audit procedures responsive to those risks. Such procedures

include examining, on a test basis, evidence regarding the amounts and disclosures in the

financial statements.

● Obtain

an understanding of internal control relevant to the audit in order to design audit procedures

that are appropriate in the circumstances, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control. Accordingly, no such opinion

is expressed.

● Evaluate

the appropriateness of accounting policies used and the reasonableness of significant accounting

estimates made by management, as well as evaluate the overall presentation of the financial

statements.

● Conclude

whether, in our judgment, there are conditions or events, considered in the aggregate, that

raise substantial doubt about the Company’s ability to continue as a going concern

for a reasonable period of time.

are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit,

significant audit findings, and certain internal control–related matters that we identified during the audit.

/s/

Kreit & Chiu CPA LLP

Kreit

& Chiu CPA LLP

Los

Angeles, California

August

14, 2026

Lokahi

Therapeutics Inc. (the former Biomedical Business of Apimeds Pharmaceuticals US, Inc.)

Balance

Sheets

December 31,

2025

2024

Assets

Current assets:

Cash & cash equivalents

$ 1,492,054

$ 3,455

Short term investments

2,000,000

Prepaid Expenses

2,298,705

9,602

Other Current Assets

98,500

Total current assets

5,889,259

13,057

Long-term portion of prepaid expenses

75,485

Operating Lease ROU Asset

187,395

Property and Equipment, net

51,626

Total assets

$ 6,203,765

$ 13,057

Liabilities and shareholders’ equity

Current liabilities:

Accounts payable and accrued expenses

$ 247,885

$ 591,191

Accrued interest- related party

106,643

Notes payable - related party

250,000

Operating Lease Liability

39,578

Other Current Liabilities

76,500

Total current liabilities

287,463

1,024,334

Long-term liabilities

Long-Term Portion of Operating Lease Liability

129,454

Long-term convertible notes payable - related party

346,844

Total liabilities

416,917

1,371,178

Commitments and contingencies

Shareholders’ equity:

Lokahi Therapeutics, Inc. common stock par value $0.01, 100,000,000 shares authorized;1,000,000 issued and outstanding as of December 31, 2025

1,000

Additional paid-in capital

6,486,993

Net Parent Investment

(1,358,121 )

Retained Earnings (Deficit)

(701,145 )

Total shareholders’ equity (deficit)

5,786,849

(1,358,121 )

Total liabilities and shareholders’ equity

$ 6,203,765

$ 13,057

The

accompanying notes are an integral part of these financial statements.

Lokahi

Therapeutics, Inc. (Former Biomedical Business of Apimeds Pharmaceuticals US, Inc.)

Statements of Operations

For the year ended December 31,

2025

2024

Operating expenses:

Research and development expenses

$ 1,632,416

$ -

General and administrative expenses

7,173,299

1,275,095

Total operating expenses

8,805,715

1,275,095

Loss from operations

(8,805,715 )

(1,275,095 )

Other income (expense)

Change in FV of warrant liability

22,377

Interest income

107,595

2,824

Interest expense

(71,565 )

(117,719 )

Total other income (expense)

58,407

(114,895 )

Net loss

$ (8,747,308 )

$ (1,389,990 )

The accompanying notes are an integral part of these financial statements.

Lokahi

Therapeutics, Inc (Former Biomedical Business of Apimeds Pharmaceuticals US, Inc).

Statement

of Changes in Shareholders Equity (Deficit)

Common

Stock

Additional

Number

Paid-in

Accumulated

Net

Parent

Amount

capital

Deficit

Investment

Total

Balance

at December 31, 2023

$ -

$ 31,869

31,869

Net

loss for the period ended December 31, 2024

(1,389,990 )

Balance

at December 31, 2024

(1,358,121 )

Stock-based

compensation - stock options January 1, 2025 through November 30, 2025

306,131

Stock-based

compensation – common stock grants

1,700,000

Conversion

of convertible debt - related party

499,222

Issuance

of Representative Warrants in connection with IPO

139,388

Issuance

of common stock in IPO (net of $1,599,060 in offering costs and warrant liability)

11,629,727

Reclassification

of warrant liability to equity

161,554

Issuance

of Advisory Warrants

898,300

Net

loss for the period ended January 1, 2025, through November 30, 2025

(8,046,163 )

Balance

November 30 2025

5,930,038

Capitalization

of Lokahi Therapeutics, Inc.

1,000,000

1,000

5,929,038

(5,930,038 )

party notes payable and accrued interest assumed by APUS in connection with the contribution of the BioBusiness

525,929

Stock-based

compensation contribution from parent

32,026

Net

Loss December 1, 2025 through December 31, 2025

(701,145 )

Balance

December 31, 2025

1,000,000

$ 1,000

$ 6,486,993

$ (701,145 )

$ -

$ 5,786,849

The accompanying notes are an integral part of these financial statements.

Lokahi

Therapeutics, Inc (Former Biomedical Business of Apimeds Pharmaceuticals US, Inc.)

Statements

of Cash Flows

For the years ended December 31

2025

2024

Cash flows from operating activities:

Net loss

$ (8,747,308 )

$ (1,389,990 )

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

Stock based compensation - Common Stock Grants

1,700,000

Stock based compensation - option grants

306,131

Stock based compensation - warrants

1,221,620

Stock based compensation - contribution from Parent

32,026

Change in fair value of warrant liability

(22,377 )

Depreciation expense

5,706

Interest expense

71,565

117,719

Changes in operating assets and liabilities:

Prepaid expenses and other current assets

(2,463,088 )

1,993

Accounts payable and accrued expenses

(343,306 )

536,752

Net cash used in operating activities

(8,239,031 )

(733,526 )

Cash flows from investing activities:

Purchase of short term investments

(2,000,000 )

Purchases of property and equipment

(57,333 )

Cash paid under operating lease

(18,363 )

Net cash provided by investing activities

(2,075,696 )

The accompanying notes are an integral part of these financial statements.

Lokahi

Therapeutics, Inc (Former Biomedical Business of Apimeds Pharmaceuticals US, Inc.).

Statements

of Cash Flows

(continued)

Cash flows from financing activities:

Cash proceeds from issuance of common stock in IPO

11,629,726

Proceeds from notes payable - related parties

250,100

250,000

Cash advances from related parties

17,300

76,500

Cash advances paid to related parties

(93,800 )

Net cash provided by financing activities

11,803,326

326,500

Net increase (decrease) in cash, cash equivalents

1,488,599

(407,026 )

Cash, cash equivalents, beginning of period

3,455

410,481

Cash, cash equivalents, and restricted cash, end of period

$ 1,492,054

$ 3,455

Supplemental disclosure of cash flow information:

Cash paid for interest

$ -

Cash paid for taxes

$ -

Non-cash investing and financing activities:

Related party notes and accrued interest assigned to Parent (non-cash)

525,929

The

accompanying notes are an integral part of these financial statements

Lokahi

Therapeutics, Inc (Former Biomedical Business of Apimeds Pharmaceuticals US, Inc.).

Notes

to Financial Statements

Note

1 DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION

Lokahi

Therapeutics, Inc, a Nevada Corporation, (“Lokahi” or the “Company”) is a clinical stage biopharmaceutical company

in the process of developing LT-100, an intradermally administered bee venom-based toxin. Our focus is primarily on developing innovative

therapies that address inflammation and pain management symptoms associated with knee OA and, to a lesser extent, MS. LT-100 is currently

marketed and sold by Apimeds Inc. (“Apimeds Korea”) in South Korea as “Apitoxin” for the treatment of OA. Lokahi

is not associated with the market, sale and revenues generated from Apitoxin in South Korea, and LT-100 has not yet been approved by

the FDA for any indication.

Lokahi

has established the ai² platform to support business development, opportunity evaluation, and talent development activities. The

platform is used to identify and assess therapeutic, biotechnology, medical device, and other healthcare-related opportunities that may

be considered for acquisition, licensing, strategic partnership, development, or other business initiatives.

Prior

to December 1, 2025, the Company operated as Apimeds Pharmaceuticals US, Inc. (“APUS”). On December 1, 2025, APUS completed

a merger (the “Merger”) with MindWave Innovations Inc. (“MindWave”), whereby MindWave became a wholly owned subsidiary

of APUS and the biomedical business of APUS was transferred to Lokahi, a newly formed wholly owned subsidiary.

These

financial statements present the financial position, results of operations and cash flows of Lokahi as a standalone entity. Any expenses

that relate to Lokahi have been specifically identified and recognized in the financial statements of Lokahi. The financial statements

as of and for the year ended December 31, 2024 are those of APUS which consist solely of the biomedical business transferred to Lokahi.

The

Company has not yet generated revenue from its biopharmaceutical operations and is subject to the risks and uncertainties common to development-stage

companies in the biotechnology industry.

Note

2 GOING CONCERN

The

accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization

of assets and the satisfaction of liabilities as they become due. Since inception, the Company has incurred recurring operating losses

and negative cash flows from operations. For the year ended December 31, 2025, the Company reported a net loss of $8,747,308 and

used cash in operations of $8,239,031. The Company has not generated revenue from its biomedical operations and expects to incur significant

development and manufacturing costs in association with continued development its lead asset LT-100. These conditions raise substantial

doubt about the Company’s ability to continue as a going concern. Management’s plans to mitigate these conditions include

seeking additional equity or debt financing; The Company may not be able to secure additional financing on terms that are acceptable,

or at all. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note

3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a)

Use of Estimates

The

preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the

reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements,

the reported amounts of revenues and expenses during the reporting period, the fair value of stock-based compensation awards, the fair

value of warrants, the valuation allowance on deferred tax assets, and the assessment of the Company’s ability to continue as a

going concern. Actual results could differ materially from those estimates.

(b)

Cash and Cash Equivalents

The

Company considers all highly liquid investments with an original maturity of three months or less at the date of acquisition to be cash

equivalents. Cash and cash equivalents consist primarily of amounts held in demand deposit accounts.

(c)

Short-term investments

The

Company short-term investments consist of a six-month certificate of deposit with a major bank maturing in the second quarter of 2026.

(d)

Fair Value Measurements

The

Company follows a three-level hierarchy for fair value measurements as follows:

Level

1 Quoted prices in active markets for identical assets or liabilities that the Company can access at the measurement date

Level 2 Observable inputs

other than quoted prices in Level 1

Level 3 Unobservable inputs

requiring management estimates

The

Company’s financial instruments consist primarily of Cash and Short-Term investments along with accounts and notes payable whose

carrying value approximates fair value due to the short-term nature of those instruments.

(e)

Stock-Based Compensation

The

Company accounts for stock-based compensation using the fair value of equity awards measured at the grant date and recognized as expense

over the requisite service period. The Company recognized compensation expense related to awards granted to its employees, consultants

and directors as a capital contribution.

(f)

Leases

The

Company classifies its leases as either operating or financing. For operating leases with terms greater than 12 months, at the commencement

date, the Company recognizes a right-of-use (“ROU”) asset and a corresponding lease liability. The lease liability is measured

at the present value of future lease payments, discounted using the Company’s incremental borrowing rate when the rate implicit

in the lease is not readily determinable. For finance leases, the Company will recognize an asset as property and equipment and a corresponding

liability.

(g)

Income Taxes

The

Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for the estimated

future tax effects of temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities.

A valuation allowance is established when it is more likely than not that some or all of the deferred tax assets will not be realized.

(h)

Concentration of Credit Risk

Financial

instruments that potentially subject the Company to concentration of credit risk consist primarily of cash deposits. Cash is maintained

at financial institutions in amounts that may exceed federally insured limits. The Company has not experienced any losses on such accounts.

Note

4 DEBT AND FINANCING ARRANGEMENTS

December 31, 2024, debt attributable to the BioBusiness consisted of convertible notes payable – related party of $346,844, net

of unamortized debt discount of $313,156, and promissory notes issued during 2024, with related accrued interest – related party

of $106,643. The notes were issued by APUS to Inscobee Inc. and Apimeds Korea, each a stockholder, and bear interest at 5% per annum;

following a December 2023 amendment, the convertible notes were convertible at $1.00 per share. Interest expense, including accretion

of debt discount of $79,954, was $117,719 for the year ended December 31, 2024. The convertible notes and related accrued interest converted

to equity prior to the contribution of the BioBusiness on December 1, 2025, and the remaining related party notes and accrued interest

were assigned to APUS at that date. Accordingly, none of these obligations were outstanding on a standalone basis at December 31, 2025.

Note

5 STOCKHOLDERS’ EQUITY

Authorized

Capital

of December 31, 2025, the Company’s authorized capital stock consisted of:

Class

Shares Authorized

Par Value

Common Stock

100,000,000

0.001

of December 31, 2025, all 1,000,000 shares of common stock issued and outstanding were held by APUS.

The

authorized Capital of APUS on December 31, 2024, represents the Company’s capital at that date.

Net

Parent Investment

Net

Parent Investment represents APUS’s historical net investment in the Company and, for periods prior to the Company’s capitalization

on December 1, 2025, is presented in lieu of common stock, additional paid-in capital and accumulated deficit in the accompanying standalone

financial statements. During those periods the Company operated as a business of APUS and did not maintain a separate capital structure,

and accordingly the components of parent equity attributable to the business are presented on a combined basis within Net Parent Investment.

Net Parent Investment was $31,869 as of December 31, 2023. Activity for the year ended December 31, 2024 consisted of a net loss of $(1,389,990),

resulting in a balance of $(1,358,121) as of December 31, 2024.

Net

Parent Investment includes the accumulated results of operations of the business, equity-classified financing transactions completed

by APUS on behalf of the business, and stock-based compensation recognized by the Company with a corresponding contribution from APUS.

Activity for the period from January 1, 2025 through November 30, 2025 consisted of the conversion of related party convertible notes

and accrued interest of $499,222; net proceeds from the initial public offering of $11,629,727; representative warrants of $139,388

and $161,554; advisory warrants of $898,300; stock-based compensation of $2,006,131; and a net loss of $(8,046,163), resulting in a balance

of $5,930,038 at November 30, 2025.

connection with the contribution of the BioBusiness to the Company on December 1, 2025, the Net Parent Investment balance of $5,930,038

was reclassified to common stock of $1,000 and additional paid-in capital of $5,929,038. Subsequent to that date, the Company’s

equity is presented as common stock, additional paid-in capital and accumulated deficit, and no further activity was recorded within

Net Parent Investment.

Transactions

between the Company and APUS reflected in Net Parent Investment and additional paid-in capital were generally settled other than in cash.

Related party notes payable and accrued interest of $525,929 were assigned to APUS at the contribution date as a non-cash capital contribution,

and intercompany balances due to and from APUS were assigned to APUS in connection with the contribution rather than settled in cash.

During the year ended December 31, 2025, the Company repaid $93,800 of related party cash advances, and a receivable from APUS of $98,500

remained outstanding at December 31, 2025.

Note

6 STOCK-BASED COMPENSATION

Equity

Incentive Plan

The

Company participates in the APUS 2024 Equity Incentive Plan (the “Plan”), under which the Company may grant stock options,

restricted stock units, and other equity awards to Company employees, directors, and consultants. As of December 31, 2025, 2,096,679

shares were authorized for issuance under the Plan, of which 1,096,679 shares were granted in the form of stock options, and 1,000,000

shares were issued to executives in the form of common stock. The Plan currently maintains 0 shares available for issuance.

Stock

Option Activity

Number of Options

Weighted Average

Exercise Price

Weighted-Average

Remaining

Contractual Term

(In Years)

Issued and outstanding, December 31, 2024

213,692

$ 7.33

4.45

Granted

1,096,679

$ 1.94

9.70

Exercised

Forfeited/Expired

Options maintained by Directors of APUS

(75,120 )

$ 2.26

9.71

Issued and outstanding, December 31, 2025

1,235,251

$ 2.82

8.71

Exercisable at December 31, 2025

428,312

$ 4.59

6.93

Company

Stock-Based Compensation Expense

Year Ended

12/31/2025

12/31/2024

Research and development

$ 468,329

$ -

General and administrative

1,569,828

Total stock-based compensation

$ 2,038,157

$ -

of December 31, 2025, total unrecognized compensation cost related to unvested awards was $ 967,792, which is expected to be recognized

over a weighted-average period of 2.56 years.

Parent

Awards to Company Employees

Certain

equity awards of APUS have been granted to employees who are now employees of the Company. Because there is no recharge arrangement (an

agreement under which the subsidiary reimburses the parent for the cost of stock-based awards granted to the subsidiary’s employees)

between APUS and the Company, the Company recognizes stock-based compensation expense associated with these awards in its statement of

operations over the requisite service period. Because APUS bears the cost of these awards and the Company is not required to reimburse

APUS, the Company reflects a corresponding capital contribution from APUS within equity (additional paid-in capital). Accordingly, the

stock-based compensation expense is recognized in full in the Company’s statement of operations, and the related capital contribution

is recognized in equity; the capital contribution does not reduce or offset the expense recognized in the statement of operations.

Note

7 LEASES

Operating

Lease

December 12, 2025, the Company entered into an operating lease for office space located in San Diego California, United States. The lease

has a term of 3 years, commencing on January 1, 2026, and expiring on December 31, 2028. The lease provides for monthly base rent of

$5,940.90, subject to annual escalation of 3%. The Company’s incremental borrowing rate used to discount the lease liability was

5%.

of December 31, 2025, the Company had made only the initial signing payment of $18,362. Remaining future lease payments had not yet commenced.

Balance

Sheet Classification

Operating

Lease

December 31, 2025

Right-of-use asset, net

$ 187,395

Lease liability — current

$ 39,578

Lease liability — non-current

129,454

Total lease liability

$ 169,032

Lease

Cost

Year Ended

12/31/2025

Operating lease cost

$ -

Short-term lease cost

Total lease cost

$ -

Future

Minimum Lease Payments

Year Ending December 31, 2025

Amount

2026

$ 47,527

2027

67,310

2028

69,330

Thereafter

Total undiscounted lease payments

184,167

Less: imputed interest

(15,135 )

Present value of lease liabilities

$ 169,032

Supplemental

Information

Year Ended

12/31/2025

Cash paid for amounts included in lease liabilities

$ -

Weighted-average remaining lease term (years)

2.9

Weighted-average discount rate

5.0 %

Note

8 RELATED PARTY AND INTERCOMPANY TRANSACTIONS

Party Transactions

March 21, 2025, APUS received $250,000 in loan proceeds from Inscobee Inc. (“Inscobee”), a majority stockholder of the APUS,

pursuant to an unsecured promissory note maturing on December 31, 2026. This Note was assumed by APUS upon effectiveness of the Merger

consummated December 1, 2025.

Note

9 INCOME TAXES

Income

Tax Expense (Benefit)

For

the year ended December 31, 2025, the Company will file a consolidated tax return with APUS. Both APUS and the Company recorded income

tax expense (benefit) of $0 for the year ended December 31, 2025, due to the net operating loss recorded by both entities.

Effective

Tax Rate Reconciliation

The

APUS adopted Accounting Standards Update (ASU) 2023-09, “Improvements to Income Tax Disclosures,” on a retrospective basis

within its annual reporting for the year ended December 31, 2025. The adoption of ASU 2023-09 resulted in enhanced disclosures related

to the effective tax-rate reconciliation, including additional disaggregation requirements prescribed by the standards.

During

2025, the APUS elected accelerated amortization under the transition provisions of the One Big Beautiful Bill Act for previously capitalized

domestic research and experimental expenditures. As a result of accelerating the deduction of the remaining $252,981 of capitalized costs,

the related deferred tax asset was fully reversed during the year.

For the years ended December 31,

2025

2024

U.S. Federal statutory tax rate

(140,961 )

21.0 %

(291,898 )

21.0 %

State and local income tax, net of federal income tax effect

New Jersey

(38,214 )

4.9 %

(62,529 )

4.5 %

Valuation allowance

38,214

-4.9 %

62,529

-4.5 %

Changes in valuation allowances

140,935

-19.9 %

278,165

-20.0 %

Nontaxable or nondeductible items

Accretion expense

16,790

-1.2 %

Other

0.0 %

172

0.0 %

Other Adjustments

Intangible true-up

(3,228 )

0.2 %

Income tax

0.0 %

Deferred

Tax Assets and Liabilities

Deferred

tax attributes arising prior to the December 1, 2025 Merger will remain with APUS. The following table shows the composition of the deferred

tax assets and liabilities reflected in the financial statements presented. The deferred tax assets and liabilities at December 31, 2025,

are those relating solely to Lokahi.

December 31,

2025

2024

Net operating loss carry forwards

$ 194,653

$ 741,321

Stock based compensation

151,750

Accruals

182,509

Capitalized research and development

66,117

Intangible assets

(824 )

Fixed Assets

(14,495 )

Right of use assets

(4,799 )

Total deferred tax assets

175,359

1,140,873

Valuation allowance

(175,359 )

(1,140,873 )

Net deferred tax assets

$ -

Lokahi

has cumulative federal net operating losses of $744,945 and state net operating losses of $744,495 which do not expire but are subject

to an 80% utilization against future taxable income.

assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of

the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future

taxable income during the periods in which those temporary differences become deductible. Deferred tax assets consist primarily of the

tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty

regarding its realizability.

The

Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the

statement of operations. As of December 31, 2025, the Company had no unrecognized tax benefits. There were no changes in the Company’s

unrecognized tax benefits during the years ended December 31, 2025 and 2024. The Company did not recognize any interest or penalties

during the 2025 fiscal year related to unrecognized tax benefits.

Note

10 COMMITMENTS AND CONTINGENCIES