▸ Alzheimer’s disease drug development has historically had a high rate of failure, and we may not be successful in developing an effective therapy for this indication.· ● 1 ▸ Because laromestrocel is currently our primary development asset, any material setback in its development would have a disproportionate impact on our Company.· ● 1 ▸ Even if we complete clinical development, regulatory approval may be delayed, limited, or subject to burdensome conditions, which could materially affect our commercial prospects.· ● 1 ▸ group Minimum Bid Price Requirement· ● 1 ▸ On March 10, 2026, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of the Series A· ● 1 ▸ Our CMC readiness and ability to manufacture laromestrocel for commercialization and any future product candidates for clinical or commercialization may require significant additional investment, be delayed or be unsuccessful.· ● 1 ▸ Our potency assay strategy may not be accepted by regulatory authorities or may require further development which could delay or prevent approval· ● 1 ▸ Our reliance on third-party manufacturers and technology transfer activities introduces additional CMC and regulatory risk.· ● 1 ▸ Regulatory inspections of our facilities or those of our third-party manufacturers could result in findings that delay or prevent approval.· ● 1 ▸ The Company intends to monitor the closing bid price of the Class A common stock and assess its available options to regain compliance with the Minimum Bid Price Requirement, if necessary, and continue listing on The Nasdaq Capital Market. There can· ● 1 ▸ We are substantially dependent on the successful development, regulatory approval and commercialization of laromestrocel, and we cannot assure you that we will obtain regulatory approval or successfully commercialize this investigational therapy.· ● 1 ▸ We cannot market and sell our investigational product candidates in the U.S. or in other countries if we fail to obtain the necessary regulatory approvals, which are subject to significant uncertainty and may be delayed or never obtained.· ● 1 ▸ We may be required to implement employee furloughs or other workforce reductions, which could adversely affect our business, financial condition, and results of operations.· ● 1 ▸ We may not be successful in our efforts to identify or discover additional investigational product candidates in the future.· ● 1 ▸ Final marketing approval of our product candidates by the FDA or other regulatory authorities for commercial use may be delayed, limited, or denied, any of which could adversely affect our ability to generate operating revenues.● · 1 ▸ Healthcare reform in the U.S. and other countries may materially and adversely affect us.● · 1 ▸ Holders of our Class B common stock exert considerable control over the direction of our business and their ownership of our Class B common stock can prevent other stockholders from influencing significant decisions.● · 1 ▸ If marketing approval for our product candidates is delayed, limited, or denied, our ability to market products, and our ability to generate product sales, could be adversely affected.● · 1 ▸ If we decide to use third-party manufacturers in the future, they will likely be dependent upon their own third-party suppliers, making us vulnerable to supply shortages and price fluctuations, which could harm our business.● · 1 ▸ If we engage in future acquisitions or strategic partnerships, this may increase our capital requirements, dilute our stockholders, cause us to incur debt or assume contingent liabilities, and subject us to other risks.● · 1 ▸ Our research and development activities could be affected or delayed as a result of possible restrictions on animal testing.● · 1 ▸ group Prescription Drug Pricing Reduction Act● · 1 ▸ The FDA or other comparable foreign regulatory authorities may require us to submit additional data such as long-term toxicology studies or may impose other requirements before permitting us to initiate or complete a clinical trial.● · 1 ▸ The successful commercialization of our current or future product candidates will depend on obtaining reimbursement from government and third-party payors, and price controls in foreign markets could adversely affect our future profitability.● · 1 ▸ There has been very little success in gaining FDA approval for an Alzheimer’s disease drug, and we have not had success to date in developing Alzheimer’s disease therapeutics.● · 1 ▸ We cannot market and sell our product candidates in the U.S. or in other countries if we fail to obtain the necessary regulatory approvals.● · 1 ▸ We may enter into arrangements with third-party collaborators to help us develop our product candidates and commercialize our products, and our ability to commercialize such products may be impaired or delayed if collaborations are unsuccessful.● · 1 ▸ We may expend our limited resources to pursue a particular product candidate or indication and fail to capitalize on other product candidates or indications that may be more profitable or for which there is a greater likelihood of success.● · 1 ▸ We may not be able to secure and maintain research institutions to conduct our clinical trials.● · 1 ▸ A variety of risks associated with marketing our investigational product candidates internationally could materially adversely affect our business.● ● 2 rw ▸ Adverse global conditions, including macroeconomic uncertainty, may negatively impact our financial results.● ● 2 ▸ Any additional fundraising efforts may divert our management from their day-to-day activities, which may adversely affect our ability to develop and commercialize our current or future investigational product candidates.● ● 2 rw ▸ Any of these results could have a material adverse effect on our business, financial condition, and results of operations.● ● 2 ▸ Changes in U.S. patent law, or laws in other countries, could diminish the value of patents in general, thereby impairing our ability to protect our investigationalproduct candidates.● ● 2 rw ▸ FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our securities.● ● 2 ▸ If all of the Company’s intellectual property has not been properly assigned to the Company, our business, financial condition, results of operation, and prospects could be adversely affected.● ● 2 ▸ If certain license agreements are terminated, our ability to continue clinical trials and commercially market products could be adversely affected.● ● 2 ▸ If our processing and storage facility or our clinical manufacturing facilities are damaged or destroyed, our business and prospects could be negatively affected.● ● 2 ▸ If securities or industry analysts do not publish research or reports, or if they publish negative, adverse, or misleading research or reports, regarding us, our business or our market, our Class A common stock price and trading volume could decline.● ● 2 ▸ If the potential of our investigational product candidates to treat diseases is not realized, the value of our technology and our development programs could be significantly reduced.● ● 2 rw ▸ If we are not able to recruit and retain qualified management and scientific personnel, we may fail in developing our technologies and investigational product candidates.● ● 2 rw ▸ If we are not able to successfully develop and commercialize our investigational product candidates and obtain the necessary regulatory approvals, we may not generate sufficient revenues to continue our business operations.● ● 2 rw ▸ If we fail to comply with environmental, health and safety laws and regulations, we could become subject to fines or penalties or incur costs that could have a material adverse effect on our business, financial condition, and results of operations.● ● 2 ▸ If we or our licensors do not obtain patent term extension for our investigationalproduct candidates and/or methods of their use, our business may be materially harmed.● ● 2 rw ▸ In order to successfully implement our plans and strategies, we will need to grow our organization, and we may experience difficulties in managing this growth.● ● 2 ▸ Intellectual property litigation may lead to unfavorable publicity that harms our reputation and causes the market price of our common shares to decline.● ● 2 ▸ Intellectual property rights do not necessarily address all potential threats to our competitive advantage.● ● 2 ▸ Mesenchymal stem cells are biological entities derived from human bone marrow and therefore have the potential for disease transmission and can pose risks to the recipient.● ● 2 ▸ Obtaining and maintaining regulatory approval of a product in one jurisdiction does not mean that we will be successful in obtaining or maintaining regulatory approval in other jurisdictions.● ● 2 ▸ Ongoing healthcare legislative and regulatory reform measures in the U.S. and other countries may have a material adverse effect on our business and results of operations.● ● 2 rw ▸ Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.● ● 2 ▸ Our business involves the use of hazardous materials that could expose us to environmental and other liability.● ● 2 ▸ Our employees, principal investigators, CROs and consultants may engage in misconduct or other improper activities, including non-compliance with regulatory standards and requirements and insider trading.● ● 2 ▸ Our industry is highly competitive and subject to significant or rapid technological change.● ● 2 ▸ Our investigational product candidates represent new classes of therapy that the marketplace may not understand or accept.● ● 2 rw ▸ Our product development programs are based on novel technologies and are inherently risky.● ● 2 ▸ Patent reform legislation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the enforcement or defense of our issued patents.● ● 2 ▸ Patent terms may be inadequate to protect our competitive position on our investigationalproduct candidates for an adequate amount of time.● ● 2 rw ▸ Provisions in our Certificate of Incorporation and Bylaws and Delaware law might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress the market price of our Class A common stock.● ● 2 ▸ Risks Related to Employee Matters, Managing Our Growth and Other Risks Related to Our Business● ● 2 ▸ group Risks Related to Intellectual Property● ● 2 ▸ group Risks Related to Our Class A Common Stock and the Securities Market● ● 2 ▸ group Risks Related to Our Dependence on Third Parties● ● 2 ▸ group Risks Related to Regulatory Approval and Other Government Regulations● ● 2 ▸ group Risks Related to our Business● ● 2 ▸ Risks Related to the Discovery, Development and Commercialization of Our Investigational Product Candidates● ● 2 rw ▸ Sales of our future products may involve a lengthy sales cycle.● ● 2 rw ▸ Should any of these events occur, it could significantly harm our business, results of operations and prospects.● ● 2 ▸ The FDA and other regulatory authorities actively enforce the laws and regulations prohibiting the promotion of off-label uses.● ● 2 ▸ The U.S. FDA and other comparable foreign regulatory authorities may not accept data from trials conducted in locations outside of their jurisdiction.● ● 2 rw ▸ The dual-class structure of our common stock may adversely affect the trading market for our Class A common stock.● ● 2 ▸ The increasing use of social media platforms presents new risks and challenges.● ● 2 ▸ The issuance of additional stock in connection with acquisitions or otherwise will dilute all other stockholdings.● ● 2 ▸ The price of our Class A common stock has been, and may continue to be, volatile, which could result in substantial or total losses for investors.● ● 2 ▸ The use of our investigational product candidates or future products in individuals may expose us to product liability claims, and we may not be able to obtain adequate product liability insurance coverage.● ● 2 rw ▸ There may not be sufficient liquidity in the market for our securities in order for investors to sell their shares.● ● 2 ▸ These and other risks associated with our international operations may materially adversely affect our ability to attain or maintain profitable operations.● ● 2 ▸ Third-party claims of intellectual property infringement may prevent or delay our product development efforts.● ● 2 ▸ Use of third-party manufacturers may increase the risk that we will not have adequate quantities of our investigational product candidates.● ● 2 rw ▸ We are an emerging growth company, and we cannot be certain if the reduced reporting requirements applicable to emerging growth companies will make our Class A common stock less attractive to investors.● ● 2 rw ▸ We face risks related to health epidemics, pandemics, and outbreaks.● ● 2 ▸ We face risks with respect to our contract development and manufacturing business.● ● 2 ▸ We have a history of losses and may not be able to achieve profitability going forward, and may not be able to raise additional capital necessary to continue as a going concern.● ● 2 ▸ We have a limited operating history and have no products approved for commercial sale, which may make it difficult for you to evaluate our current business and predict our future success and viability.● ● 2 ▸ We have been funded in part by government and non-profit association grant awards, which is not a guaranteed source of future funding.● ● 2 ▸ We have never commercialized an investigational product candidate before and may lack the necessary expertise, personnel and resources to successfully commercialize any products on our own or together with suitable collaborators.● ● 2 rw ▸ We have ongoing challenges with respect to our liquidity and access to capital.● ● 2 ▸ We may become involved in lawsuits to protect or enforce our patents or the patents of our collaborators or licensors, which could be expensive and time-consuming.● ● 2 rw ▸ We may face difficulties from changes to current regulations and future legislation, both in the U.S. as well as in other foreign jurisdictions where we may be operating.● ● 2 ▸ We may not be able to protect our intellectual property rights throughout the world.● ● 2 ▸ We rely on third parties to serve as local representatives in foreign jurisdictions where we perform our clinical trials.● ● 2 ▸ We will depend on third-party distributors in the future to market and sell our future products which will subject us to a number of risks.● ● 2 
