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6-K 1 zk2533879.htm 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 6-K
 
Report of Foreign Private Issuer
 
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
 
For the month of January 2026
 
Commission File Number: 001-39481
 
PainReform Ltd.
(Translation of registrant’s name into English)
 
65 Yigal Alon St., Tel Aviv 6744316
Israel
(Address of principal executive offices)
 
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
 
Form 20-F ☒       Form 40-F ☐
 
This Form 6-K is incorporated by reference into the Company’s Registration Statements on Form S-8 (Registration No. 333-257968 and 333-265902) and the Company’s Registration Statements on Form F-3 (Registration No. 333-282264, 333-254982, 333-276485, 333-277594, 333-283655 and 333-286941), to be a part thereof from the date on which this report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished. .



Reference is made to the Report of Foreign Private Issuer on Form 6-K furnished by PainReform Ltd (the “Company”) to the U.S. Securities Exchange Commission on July 10, 2025 (the “Prior 6-K”).
 
In connection with the acquisition by the Company of 7,331,378 shares of preferred stock of LayerBio Inc. (“LayerBio”), which at closing will constitute 51% of the issued and outstanding share capital of LayerBio on a fully diluted basis, pursuant a Preferred Stock Purchase Agreement (the “Purchase Agreement”) dated July 8, 2025, as disclosed in the Prior 6-K (the “Acquisition”), the Company is filing with this Report of Foreign Private Issuer on Form 6-K (this “Form 6-K”) (i) the unaudited pro forma condensed combined financial information of the Company updated to reflect the effect of the Acquisition as if it had occurred on January 1, 2024 and on June 30, 2025, as Exhibit 99.1, (ii) the audited financial information of LayerBio for the years ended December 31, 2024 and 2023 as Exhibit 99.2. and (iii) the unaudited condensed financial information of LayerBio for the six months ended June 30, 2025 as Exhibit 99.3.
 
The unaudited pro forma condensed combined financial information does not necessarily reflect what the Company’s results of operations, balance sheets or cash flows would have been during the periods presented had the Acquisition been completed in prior periods and does not necessarily indicate what the Company’s results of operations, balance sheets, cash flows or costs and expenses will be in the future.



Exhibit Index
 
Exhibit
No.
 
Description
 
 
 




 


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
Date: January 7, 2026
PAINREFORM LTD.
 
 
 
 
 
 
By:
/s/ Ehud Geller
 
 
 
Ehud Geller
 
 
 
Executive Chairman of the Board and Interim Chief Executive Officer
 
 
EX-23.1 2 exhibit_23-1.htm EXHIBIT 23.1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITOR
 
We consent to the incorporation by reference in the registration statements of PainReform Ltd. on Form S-8 (File No. 333-257968 and File No. 333-265902) and F-3 (File No. 333-282264, File No. 333-254982, File No. 333-276485, File No. 333-277594, File No. 333-283655 and File No. 333-286941) of our report dated August 5, 2025, with respect to the financial statements of LayerBio Inc. as of and for the years ended December 31, 2024 and 2023 included in this Report of Foreign Private Issuer on Form 6-K.
 
/s/ Kesselman & Kesselman
Certified Public Accountants (Isr.)
A member of PricewaterhouseCoopers International Limited
 
Tel-Aviv, Israel
January 7, 2026


Kesselman & Kesselman, 146 Derech Menachem Begin St. Tel-Aviv 6492103, Israel,
P.O Box 7187 Tel-Aviv 6107120, Telephone: +972 -3- 7954555, Fax:+972 -3- 7954556, www.pwc.com/il

Kesselman & Kesselman is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity


 
EX-99.1 3 exhibit_99-1.htm EXHIBIT 99.1
Exhibit 99.1
 
Painreform Ltd.
 
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
 
Introduction
 
On July 10, 2025, PainReform Ltd. (the “Company”) entered into a Preferred Stock Purchase Agreement (the “Purchase Agreement”) with LayerBio, Inc. (“LayerBio”) to acquire 7,331,378 preferred shares of LayerBio, representing approximately 51 percent of LayerBio’s issued and outstanding share capital on a fully diluted basis (the “Acquisition”). The Acquisition was completed on August 13, 2025, and LayerBio became a majority-owned subsidiary of the Company. At closing, the Company paid cash consideration of $600 (net of a $50 bridge loan previously extended to LayerBio in June 2025). Under the Purchase Agreement, the Company may invest up to an additional $2.4 million in four separate tranches contingent upon the achievement of specified clinical milestones related to LayerBio’s planned Phase II trial.

Following an evaluation performed in accordance with ASC 805 (Business Combinations) and Regulation S-X, the Company determined that the transaction qualifies as a business acquisition. Based on the significance tests performed under Rule 3-05 of Regulation S-X (including the investment, asset and income tests), the Acquisition was determined to be less than 50 percent significant to the Company. Accordingly, the Company is presenting the financial statements of LayerBio for the years ended December 31, 2024 and December 31, 2023, and for the six-month and three-month periods ended June 30, 2025, together with the unaudited pro forma condensed combined financial information which has been prepared in accordance with Article 11 of Regulation S-X (as revised by Release 33-10786).

The unaudited pro forma information has been prepared as amended by the final rule, Release 33-10786, “Amendments to Financial Disclosures about Acquired and Disposed Businesses”, solely for illustrative purposes and is not necessarily indicative of the results that would have been attained had the Acquisition occurred on the assumed dates, nor is it intended to project future results of the combined company. The pro forma information has been prepared based on the Company’s initial allocation of the purchase price to the assets acquired and liabilities assumed as of the Acquisition date, together with management’s estimates and assumptions regarding the effects of the Acquisition and the related financing. The Company has not assumed any cost-saving synergies or incremental revenue enhancements in preparing the pro forma information. The pro forma information should be read together with the historical financial statements of the Company and LayerBio and the accompanying footnotes.
 
Basis of Presentation of the Unaudited Pro Forma Condensed Combined Financial Information
 
The following unaudited pro forma condensed combined financial information has been prepared to illustrate the estimated effects of the acquisition of LayerBioby PainReform as if the transaction had been completed on specific assumed dates. The unaudited pro forma condensed combined balance sheet as of June 30, 2025 has been prepared as if the Acquisition had been consummated on that date. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024 and for the six-month period ended June 30, 2025 have been prepared as if the Acquisition had been completed on January 1, 2024.

This information should be read together with the following:

• The historical audited financial statements of the Company as of and for the year ended December 31, 2024, and the related notes, included in the Company's Annual Report on Form 20-F for the fiscal year ended December 31,2024;

• The historical unaudited financial statements of the Company as for the six months ended June 30, 2025, and the related notes, included in the Company's Quarterly Report on Form 6-k for the quarter ended June 30, 2025 and June 30, 2024;

• The historical audited financial statements of LayerBio as of and for the fiscal year ended December 31, 2024, and the related notes; and

• The historical unaudited financial statements of LayerBio as of and for the six months ended June 30, 2025, and the related notes.

The unaudited pro forma condensed combined financial information has been derived from the historical financial statements of the Company and LayerBio and incorporates pro forma adjustments that are (i) directly attributable to the Acquisition, and (ii) factually supportable. These adjustments include, but are not limited to, the preliminary allocation of the purchase price in accordance with ASC 805 (Business Combinations), the remeasurement of assets acquired and liabilities assumed at fair value, conforming accounting policies of LayerBio to those of the Company, elimination of intercompany balances, and estimated incremental financing costs as a result of the Acquisition.

The pro forma adjustments do not assume any cost-saving synergies, incremental revenue enhancements, or restructuring benefits that may arise in the future. The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the results of operations or financial position that would have been achieved had the Acquisition been completed on the assumed dates, nor is it intended to project future results of the combined company. The pro forma information has not been audited or reviewed by independent auditors and should not be relied upon as if it were audited financial information.

 
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS of June 30, 2025
(USD In thousands)
 
   
Painreform
(Historical)
    
LayerBio
(Historical)
    
Transaction Accounting Adjustments
   Notes
 
Pro Forma Combined
  
ASSETS
                          
CURRENT ASSETS
                          
Cash and cash equivalents
    
3,479
      
70
      
-
        
3,549
  
Restricted Cash
    
15
      
-
                
15
  
Other receivables
    
415
      
6
      
-
        
421
  
Total current assets
    
3,909
      
76
      
-
        
3,985
  
NON-CURRENT ASSETS
                                  
Intangible assets, net
    
7,119
      
-
      
872
   4
    
7,991
  
Property and equipment, net
    
26
      
8
      
-
        
34
  
Goodwill
    
-
      
-
      
185
   4
    
185
  
Bridge loan
    
50
      
-
      
(50
)
      
-
  
Right of use asset
    
58
      
-
      
-
        
58
  
Total non-current assets
    
7,253
      
8
      
1,007
        
8,268
  
                                   
TOTAL ASSETS
    
11,162
      
84
      
1,007
        
12,253
  
                                   
LIABILITIES AND SHAREHOLDERS’ EQUITY
                                  
CURRENT LIABILITIES
                                  
Trade and other payables
    
164
      
160
      
-
        
324
  
Employees and related liabilities
    
405
      
-
      
-
        
405
  
Lease liability
    
56
      
-
      
-
        
56
  
Short term Loan
    
-
      
50
      
(50
)
 4
    
-
  
Accrued expenses
    
1,831
      
-
      
-
        
1,831
  
Total current liabilities
    
2,456
      
210
      
(50
)
      
2,616
  
NON-CURRENT LIABILITIES
                                  
Provision for uncertain tax positions
    
263
      
-
      
-
        
263
  
                                   
Total non-current liabilities
    
263
      
-
      
-
        
263
  
TOTAL LIABILITIES
    
2,719
      
210
      
(50
)
      
2,879
  
SHAREHOLDERS’ EQUITY
                                  
Ordinary share
    
-
      
-
      
-
        
-
  
Additional paid-in capital
    
67,210
      
1,688
      
(1,688
)
 4    
67,210
  
Accumulated deficit
    
(58,767
)
    
(1,814
)
    
1,814
   4    
(58,767
)
                                   
TOTAL SHAREHOLDERS’ EQUITY
    
8,443
      
(126
)
    
(126
 )
     
8,443
  
                                   
Non-controlling interests
    
-
      
-
      
931
        
931
  
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
    
11,162
      
84
      
1,007
        
12,253
  

2
 
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Six Months Ended June 30, 2025
(USD In thousands, except share and per share amounts)
 
 
  
Painreform
(Historical)
    
LayerBio
(Historical)
    
Transaction Accounting Adjustments
    
Notes
    
Pro Forma Combined
  
Operating expenses:
                              
Amortization of intangible assets
    
(173
)
              
7
      
(173
)
Research and development expenses
    
(278
)
    
(4
)
                
(282
)
General and administrative expenses
    
(1,917
)
    
(40
)
                
(1,957
)
Operating loss
    
(2,368
)
    
(44
)
                
(2,412
)
Financial income, net
    
52
      
-
      
-
            
52
  
Loss before income tax
    
(2,316
)
    
(44
)
    
-
            
(2,360
)
Tax expense
    
(2
)
    
(1
)
    
-
            
(3
)
Loss after tax
    
(2,316
)
    
(45
)
    
-
            
(2,363
)
Net Loss attributed to non-controlling interest
    
-
      
-
      
20
    
5
      
20
  
Net loss attributed to the company
    
(2,316
)
    
(45
)
    
(42
)
          
(2,343
)
 
                                      
Net loss per ordinary share – basic and diluted
    
(1.09
)
                          
(1.10
)
Weighted average number of shares used in computing net loss per ordinary share, basic and diluted
    
2,123,535
                            
2,123,535
  

3

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the Year Ended December 31, 2024
(USD In thousands, except share and per share amounts)
 
 
  
Painreform
(Historical)
    
LayerBio
(Historical)
    
Transaction Accounting Adjustments
    
Notes
    
Pro Forma Combined
  
Operating expenses:
                              
Research and development expenses
    
(11,705
)
    
(25
)
        
7
      
(11,730
)
General and administrative expenses
    
(2,968
)
    
(261
)
                
(3,229
)
Operating loss
    
(14,673
)
    
(286
)
                
(14,959
)
Financial income (expenses), net
    
93
      
(38
)
    
-
            
55
  
Loss before income tax
    
(14,580
)
    
(324
)
    
-
            
(14,904
)
Tax expense
    
(8
)
    
(1
)
    
-
            
(9
)
Loss after tax
    
(14,588
)
    
(325
)
    
-
            
(14,913
)
Net income attributed to non-controlling interest
    
-
      
-
      
148
    
5
      
148
  
Net loss attributed to the company
    
(14,588
)
    
(325
)
    
148
            
(14,765
)
 
                                      
Net loss per ordinary share – basic and diluted
    
(32.16
)
                          
(32.55
)
Weighted average number of shares used in computing net loss per ordinary share, basic and diluted
    
453,544
                            
453,544
  

4

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
 
The following notes summarize the assumptions and adjustments reflected in the accompanying unaudited pro forma condensed combined financial information and provide additional information necessary to understand how the pro forma data were prepared. These notes should be read together with the Company’s and LayerBio’s historical financial statements referenced in the preceding sections. The pro forma adjustments are based on currently available information and on certain assumptions that management believes are reasonable under the circumstances. Actual results may differ materially from the pro forma amounts once the final purchase price allocation and integration activities are completed.
 
Note 1 — Description of the Business Combination
 
On July 10, 2025, PainReform Ltd. (the “Company”) entered into a Preferred Stock Purchase Agreement (the “Purchase Agreement”) with LayerBio, Inc. (“LayerBio”) to acquire 7,331,378 preferred shares of LayerBio, representing approximately 51 percent of LayerBio’s issued and outstanding share capital on a fully diluted basis (the “Acquisition”). The Acquisition was completed on August 13, 2025, and LayerBio became a majority-owned subsidiary of the Company. At closing, the Company paid cash consideration of $600 (net of a $50 bridge loan previously extended to LayerBio in June 2025). Under the Purchase Agreement, the Company may invest up to an additional $2.4 million in four separate tranches that are contingent upon the achievement of specified clinical milestones related to LayerBio’s planned Phase II trial. The Company evaluated the Acquisition in accordance with ASC 805 (Business Combinations) and determined that it meets the definition of a business acquisition. Accordingly, the Acquisition has been accounted for as a business combination using the acquisition method of accounting.

Note 2 — Basis of Presentation
 
The accompanying unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X (as amended by SEC Release 33-10786) to present the estimated pro forma effects of the acquisition of LayerBio, Inc. (the “Acquisition”) by PainReform Ltd. (the “Company”) as if the transaction had been completed on the assumed dates described in the preceding sections. The objective of this presentation is to provide investors with information about how the Acquisition might have affected the Company’s historical financial position and results of operations, assuming the Acquisition had occurred on those dates. It is not necessarily indicative of the results that would have been achieved had the Acquisition been completed on such dates, nor does it purport to project the future results of the combined company. The pro forma financial information is unaudited and has been prepared for illustrative purposes only.

The unaudited pro forma condensed combined balance sheet as of June 30, 2025 is based on the historical balance sheets of the Company and LayerBio and gives effect to the Acquisition as if it had been completed on that date. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024 and the six-month period ended June 30, 2025 combine the historical results of the Company and LayerBio and give effect to the Acquisition as if it had been completed on January 1, 2024.

The pro forma adjustments included in this presentation are (i) directly attributable to the Acquisition, and (ii) factually supportable based on available information. The adjustments reflect management’s preliminary allocation of the purchase price to the assets acquired and liabilities assumed at their estimated fair values in accordance with ASC 805 (Business Combinations). This preliminary allocation is subject to change as additional information becomes available and as valuations are finalized. Final determinations of fair values may differ materially from those assumed herein.

All intercompany balances and transactions between the Company and LayerBio have been eliminated in the pro forma presentation. The pro forma financial information does not include any anticipated cost-saving synergies, operational efficiencies, revenue enhancements, or integration costs that may result from the Acquisition after its completion.

The pro forma condensed combined financial information should be read together with the historical financial statements of the Company and LayerBio, and the accompanying notes thereto, which are included elsewhere in this filing. Because the pro forma information has been compiled solely for illustrative purposes, investors should not place undue reliance on these figures as if they represented actual historical results of the combined company.

5
 
Note 3 —Purchase Price Allocation
 
The total consideration transferred in connection with the Acquisition of LayerBio, Inc. has been allocated to the identifiable assets acquired and liabilities assumed based on management’s determination of their respective fair values as of August 13, 2025, in accordance with ASC 805 (Business Combinations). The allocation of the purchase price is summarized as follows:

 
  
Carrying Value
(In USD thousands)
  
Consideration :
      
Closing Cash consideration paid
    
550
  
Bridge loan
    
50
  
Noncontrolling interest
    
931
  
 
        
Total Consideration
    
1,531
  

       
Acquired net Assets :
        
Cash paid including bridge loan
    
620
  
Other assets
    
14
  
Intangible assets
    
872
  
Trade and other payables
    
(160
)
Total net Assets
    
1,346
  
Goodwill
    
185
  

The total purchase consideration includes the cash paid at closing and additional potential milestone-based investments that are contingent upon the achievement of specified development and clinical milestones. The cash presented in the combined balance sheet includes the cash that was transferred in the closing date.

The identifiable intangible assets recognized in the allocation include several categories of intangible assets, such as proprietary technologies, know-how, trade names, and other intellectual property and contractual rights. The fair values of these intangible assets were determined using an income-based approach that reflects management’s projections of future economic benefits and assumptions consistent with those a market participant would apply. The methodology considered the expected development and commercialization horizon, probability-adjusted outcomes, and a discount rate reflecting the risk profile of each asset class.

Goodwill represents the excess of the total consideration transferred over the fair value of the identifiable net assets acquired. The goodwill recognized reflects anticipated future economic benefits arising from expected synergies, assembled workforce, and other intangible elements that do not qualify for separate recognition under ASC 805.
 
6

Note 4 — Pro Forma Adjustments
 
Condensed Combined Balance Sheet as of June 30, 2025
 
The unaudited pro forma condensed combined financial information includes the following transaction accounting adjustments to reflect the Acquisition of LayerBio, Inc. as if it had occurred on the assumed dates. All adjustments are directly attributable to the Acquisition, factually supportable, and expected to have a continuing impact on the combined entity.

For balance sheet purposes, the following adjustments were made: recognition of identifiable intangible assets in the amount of $872, representing the estimated fair value of the intangible assets acquired; recognition of goodwill in the amount of $185, reflecting the excess of the total consideration transferred over the fair value of the identifiable net assets acquired; recognition of a non-controlling interest (“NCI”) of $931, representing the fair value of the ownership interest not acquired by the Company; and elimination of intercompany balances in the amount of $50, representing a bridge loan previously extended by the Company to LayerBio, which was settled upon the closing of the transaction.

The Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2024 and for the six month ended June 30, 2025
 
For statement of operations purposes, the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024, and for the six-month period ended June 30, 2025, have been prepared as if the Acquisition had been completed on January 1, 2024. Following the transaction, PainReform Ltd. holds 7,331,378 shares of LayerBio, representing approximately 54.45 percent of the 13,465,637 shares outstanding. Accordingly, the pro forma results include LayerBio’s results of operations and the allocation of the remaining portion to the non-controlling interest. Based on these ownership percentages, a non-controlling interest share of $20 was recognized for the six-month period ended June 30, 2025, and $148 for the year ended December 31, 2024, representing the minority shareholders’ proportionate share of LayerBio’s net loss during the respective periods.

Earnings per share (EPS) in the pro forma presentation were adjusted to reflect only the results attributable to the Company’s shareholders. The pro forma basic and diluted EPS are computed by dividing the net loss attributable to PainReform’s shareholders by the weighted-average number of ordinary shares outstanding during the respective periods. Because the Company reported a net loss for both periods presented, all potentially dilutive securities were considered anti-dilutive and therefore excluded from the diluted loss per share calculation. Accordingly, the reported pro forma loss per share represents the basic loss per ordinary share on a fully issued basis.

No additional adjustments were made for potential cost synergies, restructuring costs, or integration activities that may occur following the completion of the Acquisition. The pro forma adjustments described above are consistent with ASC 805 (Business Combinations), ASC 260 (Earnings per Share), and Article 11 of Regulation S-X.

Note 6 — Income Tax
 
The Company recognizes deferred tax liabilities in connection with the fair value adjustments and other items arising from the Acquisition in the amount of $253. The Company recognizes deferred tax assets in respect of tax losses carried forward and other temporary differences of the acquired subsidiary in the same amount. This is reflected on a net basis.

7
EX-99.2 4 exhibit_99-2.htm EXHIBIT 99.2
Exhibit 99.2
 
LAYERBIO INC.

FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2024

TABLE OF CONTENTS
 
 
Page
F-2
FINANCIAL STATEMENTS:
  
F-4
F-5
F-6
F-7
F-8


Report of Independent Auditors

To the board of directors of LayerBio, Inc.

Opinion

We have audited the accompanying financial statements of LayerBio, Inc. (the “Company”), which comprise the balance sheets as of December 31, 2024 and 2023, and the related statements of operations, of changes in shareholders’ deficit and of cash flows  for the years then ended, including the related notes (collectively referred to as the “financial statements”).

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, 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.

Basis for Opinion

We conducted our audit in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditors’ 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.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1.c. to the financial statements, the Company has incurred an accumulated deficit in the amount of $1.8 million as of December 31, 2024 and negative cash flows from operating activities and has stated that substantial doubt exists about the Company’s ability to continue as a going concern. Management's evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1.c. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

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 Kesselman & Kesselman is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity 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.
Kesselman & Kesselman, 146 Derech Menachem Begin St. Tel-Aviv 6492103, Israel,
P.O Box 7187 Tel-Aviv 6107120, Telephone: +972 -3- 7954555, Fax:+972 -3- 7954556, www.pwc.com/il

Kesselman & Kesselman is a member firm of PricewaterhouseCoopers International Limited, each member firm of which is a separate legal entity

F - 2

In 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 the financial statements are available to be issued.

Auditors’ 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 auditors’ 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 US 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.

In performing an audit in accordance with US 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.

We 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/ Kesselman & Kesselman
Certified Public Accountants (Isr.)
A member of PricewaterhouseCoopers International Limited
Tel-Aviv, Israel
August 5, 2025

F - 3
LAYERBIO INC.

 BALANCE SHEETS
(U.S. dollars in thousands, except share data)

A s s e t s
  
December 31
  
CURRENT ASSETS:
  
2024
    
2023
  
Cash and cash equivalents
    
71
      
358
  
      Other current assets
    
5
      
13
  
TOTAL CURRENT ASSETS
    
76
      
371
  
                 
NON-CURRENT ASSETS:
                
Property and equipment, net
    
11
      
18
  
TOTAL NON-CURRENT ASSETS
    
11
      
18
  
TOTAL ASSETS
    
87
      
389
  
                 
L i a b i l i t i e s and shareholders' deficit
                
CURRENT LIABILITIES:
                
Accounts payable
    
160
      
69
  
Accrued expenses and other payables
    
9
      
118
  
Convertible loans
    
-
      
478
  
                 
TOTAL CURRENT LIABILITIES
    
169
      
665
  
                 
NON-CURRENT LIABILITIES:
                
Simple Agreement for Future Equity (“SAFE”)
    
-
      
1,135
  
TOTAL NON-CURRENT LIABILITIES
    
-
      
1,135
  
TOTAL LIABILITIES
    
169
      
1,800
  
COMMITMENTS AND CONTINGENCIES
                
                 
SHAREHOLDERS' DEFICIT:
                
Ordinary Shares, $0.0001 par value: Authorized - as of December 31, 2024 and December 31, 2023, 10,000,000 shares; issued and outstanding as of December 31, 2024, and December 31, 2023, 6,134,259 and 5,140,000 shares, respectively
    
*
      
*
  
Additional paid-in capital
    
1,687
      
33
  
Accumulated deficit
    
(1,769
)
    
(1,444
)
TOTAL SHAREHOLDERS' DEFICIT
    
(82
)
    
(1,411
)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT
    
87
      
389
  

* Represents an amount less than one thousand U.S. dollars.
 
The accompanying notes are an integral part of the financial statements.

F - 4
 
LAYERBIO INC.

STATEMENTS OF OPERATIONS
(U.S. dollars in thousands)

   
Year ended December 31
  
   
2024
    
2023
  
             
OPERATING EXPENSES:
            
Research and development, net
    
25
      
176
  
General and administrative
    
261
      
720
  
TOTAL OPERATING EXPENSES
    
286
      
896
  
OPERATING LOSS
    
286
      
896
  
FINANCIAL EXPENSE, NET
    
38
      
18
  
LOSS BEFORE INCOME TAX
    
324
      
914
  
INCOME TAX EXPENSES
    
1
      
2
  
NET LOSS
    
325
      
916
  

The accompanying notes are an integral part of the financial statements.
F - 5

  LAYERBIO INC.
 
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
(U.S. dollars in thousands, except share data)


  
Ordinary shares
        

 
Number of shares issued
    
Amounts
    
Additional paid-in capital
    
Accumulated deficit
    
Total
  
BALANCE AT JANUARY 1, 2023
    
5,140,000
      
*
      
27
      
(528
)
    
(501
)
Net loss
                            
(916
)
    
(916
)
Share-based compensation
                    
6
              
6
  
BALANCE AT DECEMBER 31, 2023
    
5,140,000
      
*
      
33
      
(1,444
)
    
(1,411
)
Net loss
    
-
      
-
      
-
      
(325
)
    
(325
)
Conversion of convertible loans to ordinary shares
    
289,451
      
*
      
479
      
-
      
479
  
Conversion of SAFE to ordinary shares
    
704,808
      
*
      
1,170
      
-
      
1,170
  
Share-based compensation
    
-
      
-
      
5
      
-
      
5
  
BALANCE AT DECEMBER 31, 2024
    
6,134,259
      
*
      
1,687
      
(1,769
)
    
(82
)

* Represents an amount less than one thousand U.S. dollars.

The accompanying notes are an integral part of these financial statements.
F - 6

LAYERBIO INC.
 
STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)

   
Year ended December 31
  
   
2024
    
2023
  
CASH FLOWS FROM OPERATING ACTIVITIES:
    
(325
)
    
(916
)
Net loss
                
Adjustments required to reconcile net loss to net cash used in operating activities:
                
Depreciation
    
7
      
8
  
Share-based compensation
    
5
      
6
  
Finance expense, net
    
36
      
18
  
Changes in operating asset and liabilities:
                
Decrease in grant receivable
    
-
      
433
  
Decrease (increase) in other current assets
    
8
      
(10
)
Decrease in other non-current assets
    
-
      
187
  
Increase in accounts payable
    
91
      
51
  
Increase (decrease) in accrued expenses and other liabilities
    
(109
)
    
92
  
Net cash used in operating activities
    
(287
)
    
(131
 )
CASH FLOWS FROM INVESTING ACTIVITIES:
                
Net cash provided by (used in) investing activities
    
-
      
-
  
CASH FLOWS FROM FINANCING ACTIVITIES:
                
                 
Net cash provided by (used in) financing activities
    
-
      
-
  
DECREASE IN CASH, CASH EQUIVALENTS
    
(287
)
    
(131
)
CASH, CASH EQUIVALENTS AT BEGINNING OF THE YEAR
    
358
      
489
  
CASH, CASH EQUIVALENTS AT END OF THE YEAR
    
71
      
358
  
SUPPLEMENTARY INFORMATION ON INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS:
                
Conversion of Convertible Loans and SAFE to ordinary shares (Note 3)
    
1,649
      
-
  

The accompanying notes are an integral part of the financial statements.
F - 7

LAYERBIO INC.

NOTES TO THE FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share amounts) 

NOTE 1 - GENERAL
 

   a)
LayerBio Inc. (the "Company") is a privately held U.S. biotech company, incorporated in 2013 as a spin‑off from MIT, that specializes in innovative sustained‑release drug delivery technologies for ophthalmology. The Company’s proprietary OcuRing™ intraocular lens-based delivery platform provides controlled, bioerodible release of medications following cataract surgery.


  b)
PRMRP TTDA Award

In 2020, the Company received a Peer Reviewed Medical Research Program (PRMRP) Technology/Therapeutic Development Award (TTDA) from the U.S. Army Medical Research Acquisition Activity (USAMRAA). The award titled “Sustained-Release Technology for Prevention of Complications of Cataract Surgery in Diabetic Patients” provided $3,000 grant from July 1, 2020 to June 30, 2023 for specific research and development activities according to a pre-approved work plan with ongoing technical oversight and performance review by the award agency. These grants are free of royalties and are not redeemable.

The following table summarizes the grant recorded:
 
Year
  
Grants deduction from Research and development expenses
  
2020
  
$
343
  
2021
  
$
960
  
2022
  
$
1,459
  
2023
  
$
237
  


  c)
Liquidity

The Company is engaged in research and development activities and has not derived any income from its activities since inception. The Company has incurred an accumulated deficit in the amount of $1.8 million as of December 31, 2024 and negative cash flows from operating activities.

The Company expects to continue incurring losses, and negative cash flows from operations until its activities reach profitability. While management is actively exploring various financing, there can be no assurance that the Company will be successful in obtaining such financing. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date the financial statements are issued.

These financial statements do not include any adjustments that might results from the outcome of this uncertainty.
 
F - 8
 
LAYERBIO INC. 
NOTES TO THE FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)
 
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
 
a.
Basis of presentation of the financial statements

The financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”).
 
b.
Use of estimates in the preparation of financial statements

The preparation of the 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 and the reported amounts of revenues and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, the fair value of financial liabilities. The Company bases these estimates on historical and anticipated results, trends and various other assumptions that it believes are reasonable under the circumstances, including assumptions as to future events. Actual results may differ from those estimates.
 
c.
Functional currency


  1)
Functional and presentation currency

Items included in the financial statements of the Company are measured using the currency of the primary economic environment in which the Company operates (the “functional currency”). The U.S. dollar is the currency of the primary economic environment in which the operations of the Company are conducted. The financial statements are presented in U.S. dollars.


  2)
Transactions and balances

Transactions and balances originally denominated in U.S. dollars are presented at their original amounts. Balances in non-U.S. dollar currencies are translated into U.S. dollars using historical and current exchange rates for non-monetary and monetary balances, respectively. For non-U.S. dollar transactions and other items in the statements of income (indicated below), the following exchange rates are used: (i) for transactions – exchange rates at transaction dates or average exchange rates; and (ii) for other items (derived from non-monetary balance sheet items such as depreciation and amortization) – historical exchange rates. Currency transaction gains and losses are presented in financial income, net, as appropriate.

d.
Cash and cash equivalents

The Company considers as cash equivalents all short-term, highly liquid investments, which include short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash.
 
F - 9

LAYERBIO INC.
 
NOTES TO THE FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)
 
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

e.
Fair value measurement

The Company measures fair value and discloses fair value measurements for financial assets and liabilities. Fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The accounting standard establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2: Observable inputs that are based on inputs not quoted on active markets but corroborated by market data.

Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

f.
Property and equipment


  1)
Property and equipment are stated at cost, net of accumulated depreciation and amortization.


  2)
The Company’s property and equipment are depreciated using the straight-line method, which approximates the pattern of usage, over the term of the estimated useful life, as follows:

 
Years
   
Laboratory equipment
5

d.
Leases:

The Company determines if an arrangement is a lease at inception and recognize in accordance with ASC Topic 842, “Leases”. Operating leases are included in operating lease right-of-use (“ROU”) assets, accrued expenses and other liabilities and long-term operating lease liabilities in the Company’s balance sheets.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term.

The Company uses incremental borrowing rates based on the information available at commencement date in determining the present value of lease payments.
 
F - 10

LAYERBIO INC.
 
NOTES TO THE FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)
 
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)
As of December 31, 2023 and 2024, the Company did not have any lease agreement with periods exceeding 12 months. The Company elected the practical expedient of the short-term lease recognition exemption for all leases with a term shorter than 12 months.

e.
Financial Liabilities at fair value through profit or loss

The convertible loans and Simple Agreements for Future Equity (“SAFE”) are convertible into a variable number of ordinary shares and are classified as financial liabilities. The Company elected to account for the convertible loans and SAFE under the fair value option in accordance with ASC 825, “Financial Instruments.” Under the fair value option, changes in fair value are recorded in earnings except for fair value adjustments related to instrument specific credit risk, which are recorded as financial expenses in the statement of operations.

As of December 31, 2024, al convertible loans and SAFE were converted into ordinary shares.

f.
Share-based compensation

The Company grants share options  to its employees and non-employees in consideration for services rendered.

The Company accounts for Share-Based Compensation awards classified as equity awards, including share-based option awards using grant-date fair value. The Company recognizes the value of the award as an expense over the requisite service period.

The Company calculates the fair value of stock-based option awards on the date of grant using the Black-Scholes option pricing model. The option-pricing model requires a number of assumptions, of which the most significant are the expected share price volatility and the expected option term. The computation of expected volatility is based on the historical volatility of other comparable publicly-traded companies. The expected option term is calculated using the simplified method, as the Company has concluded that its historical share option exercise experience does not provide a reasonable basis to estimate expected option terms. The interest rate for periods within the expected term of an award is based on the U.S. Treasury yield curve in effect at the time of grant. The Company’s expected dividend rate is zero because the Company does not currently pay cash dividends on its shares and does not anticipate doing so in the foreseeable future.

The Company elected to recognize compensation costs for awards granted to employees and directors conditioned only on continued service that have a graded vesting schedule using the accelerated method based on the multiple-option award approach. The Company has elected to account for forfeitures as they occur.

g.
Research and development expenses

Research and development expenses include costs directly attributable to the conduct of research and development programs, including the cost of salaries, share-based compensation expenses, payroll taxes and other employee benefits, lab expenses, consumable equipment and consulting fees. All costs associated with research and development are expensed as incurred.
F - 11

LAYERBIO INC.
 
NOTES TO THE FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)
 
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

h.
Income taxes
 

   1)
Deferred taxes
 
Deferred income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is recognized to the extent that it is more likely than not that the deferred taxes will not be realized in the foreseeable future.

As of December 31, 2024 and 2023, the Company had full valuation allowance on its deferred tax asset.


  2)
Uncertainty in income taxes
 
The Company follows a two-step approach in recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the available evidence indicates that it is more likely than not that the position will be sustained based on technical merits. If this threshold is met, the second step is to measure the tax position as the largest amount that has more than a 50% likelihood of being realized upon ultimate settlement.

i.
Government grants

The Company receives royalty-free grants, which represents participation in approved programs for research and development. These amounts are recognized on the accrual basis as a reduction of research and development costs as such costs are incurred.

F - 12

LAYERBIO INC.

NOTES TO THE  FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

j.
Newly issued and recently adopted accounting pronouncements:

Recently issued accounting pronouncements, not yet adopted


1)
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis. The Company is currently evaluating this guidance to determine the impact it may have on its financial statements.


2)
In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating this guidance to determine the impact it may have on its financial statements.

F - 13

LAYERBIO INC.

NOTES TO THE FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)

NOTE 3 – CONVERTIBLE NOTES AND SAFE AGREEMENTS


 a.
Between 2013 through 2015, the Company entered into Convertible Loan Agreement (the “CLA”) with several investors pursuant to a Note Purchase Agreement dated July 20, 2014, as subsequently amended. The total amount of convertible loans received during 2013, 2014 and 2015 was $50 and $225 and $35, respectively (together - the "Convertible Loans"). The maturity date of the Convertible Loan initially was until December 31, 2015 and subsequently extended to February 5, 2025.

According to the CLA, the Convertible Loans bear annual interest of 6% and the shall be converted into the Company's most senior class of shares at the occurrence of certain events, such as an IPO or an additional financing round, in which case the Shareholders' Convertible Loans shall be converted into shares of the Company of the same class and series (with the same rights' preferences and privileges) as shall be issued in the qualified financing round. The number of shares calculated by 20% discount of the future equity financing price.

As of December 31, 2023, the Company applied a probability assessment of the occurrence of any of the specified conversions and determined that the fair value of the Convertible Loans is $480.

The Company remeasurement expenses related to the Convertible Loan for the year ended December 31, 2024 were $2, compared to $19 of remeasurement expenses for the year ended December 31, 2023, which were included as part of the financial expenses in the Company's statements of operations. During the years ended December 31, 2024, and December 31, 2023, the Company did not recognize any instrument specific credit risk fair value adjustment.

On May 20, 2024, the Company and the Convertible Loan holders entered into conversion agreement. According to the agreement, the amount of loan received and accrued interest shall be converted into the Company’s ordinary shares at a price per share of $1.66. Upon conversion, the Company issued 289,451 shares.

On October 18, 2018, the Company Simple Agreements for Future Equity ("SAFE") with several investors ("the Lenders") in total amount of $1,170,000. As part of the agreement, the Lenders have the right to receive shares of the Company’s capital stock in the event of certain triggering events, including equity financing, liquidity events, or dissolution of the Company. In which the Company issues at a fixed pre-money valuation, the Company will automatically issue to the lenders a number of Safe Preferred Stock calculated by the lower of company valuation of $20,000,000 or 85% of the equity financing.

Under the terms of the SAFE, the investment does not accrue interest and does not have a maturity date.

The Company remeasurement expenses related to the SAFE for the year ended December 31, 2024 were $35, compared to $1 of remeasurement income for the year ended December 31, 2023, which were included as part of the financial expenses in the Company's statements of operation. During the years ended December 31, 2024, and December 31, 2023, the Company did not recognize any instrument specific credit risk fair value adjustment.

On May 20, 2024, the SAFE was converted into the Company’s ordinary shares at a price per share of $1.66. Upon conversion, the Company issued 704,808 shares.

F - 14

LAYERBIO INC.

NOTES TO THE FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts) 

NOTE 3 – CONVERTIBLE NOTES AND SAFE AGREEMENTS


 b.
Fair Value Measurements

The carrying amounts of cash and cash equivalents, other current assets, trade payables, other payables approximate their fair values due to the short-term maturities of such instruments.

As of December 31, 2023, the Company classified the measures the fair value of SAFE instrument and Convertible Loans as Level 3.

The fair value of the SAFE instruments measured using a scenario analysis approach, incorporating probability-weighted outcomes. The primary assumptions used in the valuation included: Probability for Equity Financing or Merger: 85%–87%, Probability of Liquidation or Default: 13%–15% and USD Risk-Free Interest Rate: 5%–6.

As of December 31, 2024, the Company did not have any instrument measures at fair value.

The following is a roll-forward of the fair value of the liabilities classified under level 3:

   
SAFEs
    
Convertible Loan
  
Fair value as of December 31, 2022
    
1,136
      
459
  
Changes in Fair Value
    
(1
)
    
19
  
Fair value as of December 31, 2023
    
1,135
      
478
  
                 
Conversion into ordinary shares
    
(1,170
)
    
(480
)
Changes in Fair Value
    
35
      
2
  
Fair value as of December 31, 2024
    
-
      
-
  

F - 15

LAYERBIO INC.

NOTES TO THE FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts) 

NOTE 4 - SHARE CAPITAL


   1)
Rights of the Company’s ordinary shares

Each ordinary share is entitled to one vote. The holder of an ordinary shares is also entitled to receive dividends whenever funds are legally available, when and if declared by the Board of Directors.

A holder of an ordinary share also has the right to receive upon liquidation of the Company, a sum equal to the nominal value of such share, and if a surplus per share remains, to receive such surplus, subject to the rights conferred on any class of shares which may be issued in the future. Since its inception, the Company has not declared any dividends.


  2)
Share capital:
 

 a.
In May 2024 the Company issued 994,259 ordinary shares pursuant to the conversion of CLAs and SAFE as described in Note 3.
 
NOTE 5 - SHARE-BASED COMPENSATION


   1)
Share-based compensation plan

On September 18, 2014, the Company’s Board of Directors approved the 2014 Stock Incentive Plan of LayerBio, Inc. making 1,000,000 shares of common stock available for issuance as stock options, restricted stock, and other stock-based awards as defined in the Plan.


  2)
Options grants

On March 27, 2023, 30,000 options to purchase ordinary shares were granted to a consultant with an exercise price of $0.13 per share. The options will vest over four years in 48 equal monthly installments starting on March 27, 2023. The fair value of the options at the date of grant was $3.

There were no options grants during the year ended December 31, 2024.

The fair value of each option granted was estimated at the date of grant using the Black-Scholes option-pricing model, using the following assumptions:

   
Year
ended December 31, 2023
  
Share price
  
$
0.13
  
Exercise price
  
$
0.13
  
Dividend yield
    
-
  
Expected volatility 
    
76.57
%
Risk-free interest rate 
    
3.58
%
Expected life - in years 
    
5.99
  

F - 16

LAYERBIO INC.

NOTES TO THE FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts) 

NOTE 5 - SHARE-BASED COMPENSATION (continued)

   
2024
    
2023
  
   
Number of options
    
Weighted average exercise price
    
Number of options
    
Weighted average exercise price
  
Outstanding at beginning of the year
    
560,566
    
$
0.11
      
548,066
    
$
0.10
  
Granted
    
-
      
-
      
30,000
      
0.13
  
Exercised
    
-
      
-
      
-
      
-
  
Forfeited
    
(68,125
)
    
0.13
      
-
      
-
  
Expired
    
(136,875
)
    
0.11
      
(17,500
)
    
0.10
  
Outstanding at end of the year
    
355,566
    
$
0.12
      
560,566
    
$
0.11
  
Exercisable at end of the year
    
342,441
    
$
0.12
      
410,044
    
$
0.11
  

The following table illustrates the effect of share-based compensation on the statements of operations:

   
Year ended December 31, 2024
    
Year ended December 31, 2023
  
Research and development expenses
    
4
      
4
  
General and administrative expenses
    
1
      
2
  
     
5
      
6
  

NOTE 6 - INCOME TAX
 

 a)
Corporate tax rate

The Company is taxed separately under the U.S. tax laws at a tax rate of 29% (federal and state tax).


b)
Losses for tax purposes carried forward to future years

The balance of carryforward losses of LayerBio Inc. as of December 31, 2024 and 2023 are approximately $1,201 and $847, respectively.


c)
Tax assessments

The Company have tax assessments that are considered to be final through tax year 2019.

F - 17

LAYERBIO INC.

NOTES TO THE FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)


 d)
Deferred income taxes:
 
   
December 31,
  
Deferred tax assets:
  
2024
    
2023
  
Net operating loss carry forward
    
344
      
241
  
Property, plant and equipment
    
38
      
14
  
 Net deferred tax assets before valuation allowance
   
382
      
255
  
Valuation allowance
    
(382
)
    
(255
)
Net deferred tax assets
    
-
      
-
  



In assessing the likelihood of realizing deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not 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 and carry forward losses become deductible. Based on the taxable loss in the Israel and in the United States, management believes it was more likely than not that the deferred tax assets will not be realized.
 

 e)
Reconciliation of theoretical tax expenses to actual expenses:

The primary difference between the statutory tax rate of the Company and the effective rate results virtually from the changes in valuation allowance in respect of carry forward tax losses and research and development expenses due to the uncertainty of the realization of such tax benefits.
 

 f)
Uncertain tax positions

As of December 31, 2024 and 2023, the Company did not have a provision for uncertain tax positions as existing uncertain tax positions.
 
F - 18

LAYERBIO INC.
 
NOTES TO THE FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)

NOTE 7- ADDITIONAL INFORMATION TO PROFIT OR LOSS ITEMS

        
Year ended December 31,
  
       
2024
    
2023
  
   
 
            
a.
  
Research and development expenses:
            
   
 
            
   
Salaries and related expenses
    
14
      
376
  
   
Share-based compensation
    
4
      
4
  
   
Depreciation
    
7
      
8
  
   
Material and production
    
-
      
14
  
   
Other
    
-
      
11
  
   
Less – government grants
    
-
      
(237
)
   
 
    
25
      
176
  
   
 
                
b.
  
General and administrative expenses:
                
   
 
                
   
Salaries and related expenses
    
166
      
224
  
   
Share-based compensation
    
1
      
2
  
   
Rent and related
    
39
      
41
  
   
Legal and accounting
    
22
      
272
  
   
Patent cost
    
14
      
147
  
   
Other
    
19
      
34
  
   
 
    
261
      
720
  

F - 19

LAYERBIO INC.
 
NOTES TO THE FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)

NOTE 8 – RELATED PARTIES

      Related parties include the controlling shareholder also serves as the CEO.

   
As of
December 31,
  
   
2024
    
2023
  
 
            
Accrued expenses and other payables
    
6
      
13
  
 
    
6
      
13
  

Balances with related parties:
 
Transactions with related parties:
 
   
Year ended
December 31,
  
   
2024
    
2023
  
 
            
Payroll and related expenses
    
176
      
375
  
 
    
176
      
375
  

NOTE 9 - SUBSEQUENT EVENTS

The Company evaluates events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to identify matters that require additional disclosure. For its financial statements as of December 31, 2024, and for the year then ended, the Company evaluated subsequent events through July 31, 2025, the date that the financial statements were issued.

On July 10, 2025, the Company and PainReform Ltd. (the “PainReform”) entered into a Preferred Stock Purchase Agreement (the “Purchase Agreement”) for the purchase of 7,331,378 shares of preferred stock (“Preferred Shares”) of the Company, which at closing will constitute 51% of the issued and outstanding share capital of the Company on a fully diluted basis.

Under the terms of the Purchase Agreement, at closing date, PainReform shall pay to the Company an initial amount of $600 (less $50,000 for a bridge loan), with a remaining aggregate amount of $2,400 to be paid in four tranches conditioned on the achievement of certain development milestones related to a planned Phase II clinical trial that the Company plans on conducting. During 2025, The Company received from PainReform a bridge loan in the total amount of $50. he agreement is subject to additional terms to be finalized before the closing date, which, as of the date of this report, has not yet occurred.

F - 20
EX-99.3 5 exhibit_99-3.htm EXHIBIT 99.3
Exhibit 99.3
 
LAYERBIO INC.

CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2025
 
TABLE OF CONTENTS
 
 
Page
FINANCIAL STATEMENTS:
  
F-2
F-3
F-4
F-6
F-7



LAYERBIO INC.

CONDENSED BALANCE SHEETS
(U.S. dollars in thousands, except share data)

A s s e t s
  
As of
June 30
    
As of December 31,
  
CURRENT ASSETS:
  
2025
    
2024
  
Cash and cash equivalents
    
70
      
71
  
      Other current assets
    
6
      
5
  
TOTAL CURRENT ASSETS
    
76
      
76
  
                 
NON-CURRENT ASSETS:
                
Property and equipment, net
    
8
      
11
  
TOTAL NON-CURRENT ASSETS
    
8
      
11
  
TOTAL ASSETS
    
84
      
87
  
                 
L i a b i l i t i e s and shareholders' deficit
                
CURRENT LIABILITIES:
                
Accounts payable
    
160
      
160
  
Accrued expenses and other payables
    
-
      
9
  
Short-term loan from others
    
50
      
-
  
                 
TOTAL CURRENT LIABILITIES
    
210
      
169
  
TOTAL LIABILITIES
    
210
      
169
  
                 
SHAREHOLDERS' DEFICIT:
                
Ordinary Shares, $0.0001 par value: Authorized - as of June 30, 2025 and December 31, 2024, 10,000,000 shares; issued and outstanding as of June 30, 2025 and December 31, 2024, 6,134,259 shares
    
*
      
*
  
Additional paid-in capital
    
1,688
      
1,687
  
Accumulated deficit
    
(1,814
)
    
(1,769
)
TOTAL SHAREHOLDERS' DEFICIT
    
(126
)
    
(82
)
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT
    
84
      
87
  

* Represents an amount less than one thousand U.S. dollars.

The accompanying notes are an integral part of the financial statements.
F - 2

LAYERBIO INC.

CONDENSED STATEMENTS OF OPERATIONS
(U.S. dollars in thousands)

   
6 months ended
June 30,
    
3 months ended
June 30,
  
   
2025
    
2024
    
2025
    
2024
  
                         
OPERATING EXPENSES:
                        
Research and development
    
4
      
5
      
2
       -  
General and administrative
    
40
      
142
      
5
      
61
  
OPERATING LOSS
    
44
      
147
      
7
      
61
  
FINANCIAL EXPENSE, NET
    
*
      
37
      
*
      
37
  
LOSS BEFORE INCOME TAX
    
44
      
184
      
7
      
98
  
INCOME TAX EXPENSES
    
1
      
1
      
1
      
-
  
NET LOSS
    
45
      
185
      
8
      
98
  

* Represents an amount less than one thousand U.S. dollars.

The accompanying notes are an integral part of the financial statements.
F - 3

LAYERBIO INC.
 
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
(U.S. dollars in thousands, except share data)

   
Ordinary shares
        
   
Number of shares issued
    
Amounts
    
Additional paid-in capital
    
Accumulated deficit
    
Total
  
BALANCE AT JANUARY 1, 2025
    
6,134,259
      
*
      
1,687
      
(1,769
)
    
(82
)
Net loss
    
-
      
-
      
-
      
(45
)
    
(45
)
Share-based compensation
    
-
      
-
      
1
      
-
      
1
  
BALANCE AT JUNE 30, 2025
    
6,134,259
      
*
      
1,688
      
(1,814
)
    
(126
)

   
Ordinary shares
        
   
Number of shares issued
    
Amounts
    
Additional paid-in capital
    
Accumulated deficit
    
Total
  
BALANCE AT March 31, 2025
    
6,134,259
      
*
      
1,688
      
(1,806
)
    
(118
)
Net loss
    
-
      
-
      
-
      
(8
)
    
(8
)
Share-based compensation
    
-
      
-
      
*
      
-
      
*
  
BALANCE AT JUNE 30, 2025
    
6,134,259
      
*
      
1,688
      
(1,814
)
    
(126
)

* Represents an amount less than one thousand U.S. dollars.

The accompanying notes are an integral part of these financial statements
F - 4

LAYERBIO INC.
 
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
(U.S. dollars in thousands, except share data)

   
Ordinary shares
        
   
Number of shares issued
    
Amounts
    
Additional paid-in capital
    
Accumulated deficit
    
Total
  
BALANCE AT JANUARY 1, 2024
    
5,140,000
      
*
      
33
      
(1,444
)
    
(1,411
)
Net loss
    
-
      
-
      
-
      
(185
)
    
(185
)
Conversion of convertible loans to ordinary shares
    
289,451
      
*
      
479
      
-
      
479
  
Conversion of SAFE to ordinary shares
    
704,808
      
*
      
1,170
      
-
      
1,170
  
Share-based compensation
            
-
      
2
      
-
      
2
  
BALANCE AT JUNE 30, 2024
    
6,134,259
      
*
      
1,684
      
(1,629
)
    
55
  


 
Ordinary shares
        
   
Number of shares issued
    
Amounts
    
Additional paid-in capital
    
Accumulated deficit
    
Total
  
BALANCE AT March 31, 2024
    
5,140,000
      
*
      
34
      
(1,531
)
    
(1,497
)
Net loss
    
-
      
-
      
-
      
(98
)
    
(98
)
Conversion of convertible loans to ordinary shares
    
289,451
      
*
      
479
      
-
      
479
  
Conversion of SAFE to ordinary shares
    
704,808
      
*
      
1,170
      
-
      
1,170
  
Share-based compensation
            
-
      
1
      
-
      
1
  
BALANCE AT JUNE 30, 2024
    
6,134,259
      
*
      
1,684
      
(1,629
)
    
55
  

* Represents an amount less than one thousand U.S. dollars.

The accompanying notes are an integral part of these financial statements.
F - 5

LAYERBIO INC.
 
CONDENSED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)

   
6 months ended
June 30,
  
   
2025
    
2024
  
CASH FLOWS FROM OPERATING ACTIVITIES:
            
Net loss
    
(45
)
    
(185
)
Adjustments required to reconcile net loss to net cash used in operating activities:
                
Depreciation
    
3
      
4
  
Share-based compensation
    
1
      
2
  
Finance expense, net
    
-
      
36
  
Changes in operating assets and liabilities:
                
increase in other current assets
    
(1
)
    
(2
)
Increase in accounts payable
    
-
      
94
  
Decrease in accrued expenses and other liabilities
    
(9
)
    
(114
)
Net cash used in operating activities
    
(51
)
    
(165
)
CASH FLOWS FROM INVESTING ACTIVITIES:
                
Net cash provided by (used in) investing activities
    
-
      
-
  
CASH FLOWS FROM FINANCING ACTIVITIES:
                
Loan received
    
50
      
-
  
Net cash provided by financing activities
    
50
      
-
  
DECREASE IN CASH, CASH EQUIVALENTS
    
(1
)
    
(165
)
CASH, CASH EQUIVALENTS AT BEGINNING OF THE YEAR
    
71
      
358
  
CASH, CASH EQUIVALENTS AT END OF THE YEAR
    
70
      
193
  
SUPPLEMENTARY INFORMATION ON INVESTING AND FINANCING ACTIVITIES NOT INVOLVING CASH FLOWS:
                
Conversion of Convertible Loans and SAFE to ordinary shares (Note 3)
    
-
      
1,649
  

The accompanying notes are an integral part of the financial statements.
F - 6

LAYERBIO INC.

NOTES TO THE INTERIM CONDENSED FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share amounts) 

NOTE 1 - GENERAL
 

  a)
LayerBio Inc. (the "Company") is a privately held U.S. biotech company, incorporated in 2013 as a spin‑off from MIT, that specializes in innovative sustained‑release drug delivery technologies for ophthalmology. The Company’s proprietary OcuRing™ intraocular lens-based delivery platform provides controlled, bioerodible release of medications following cataract surgery.


  b)
Liquidity

The Company is engaged in research and development activities and has not derived any income from its activities since inception. The Company has incurred an accumulated deficit in the amount of $1.8 million as of June 30, 2025 and negative cash flows from operating activities.

The Company expects to continue incurring losses, and negative cash flows from operations until its activities reach profitability. While management is actively exploring various financing, there can be no assurance that the Company will be successful in obtaining such financing. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date the financial statements are issued.

These financial statements do not include any adjustments that might results from the outcome of this uncertainty.
 
F - 7

LAYERBIO INC. 
NOTES TO THE FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)
 
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
 

   a.
Basis of presentation of the financial statements

These unaudited condensed financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") for interim financial statements. Accordingly, they do not include all of the information and notes required by U.S. GAAP for annual financial statements. In the opinion of management, these unaudited condensed financial statements reflect all adjustments, which include normal recurring adjustments, necessary for a fair statement of the Company’s financial position as of June 30, 2025, the consolidated results of operations and statements of changes in shareholders' equity for the six-month periods ended June 30, 2025 and 2024, and cash flows for the six-month periods ended June 30, 2025 and 2024.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025.

These unaudited condensed financial statements should be read in conjunction with the audited financial statements of the Company as of and for the year ended December 31, 2024.
 

  b.
Newly issued and recently adopted accounting pronouncements:

    Recently issued accounting pronouncements, not yet adopted


1)
In December 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”. This guidance is intended to enhance the transparency and decision-usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to disclosure regarding rate reconciliation and income taxes paid both in the U.S. and in foreign jurisdictions. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024 on a prospective basis. The Company is currently evaluating this guidance to determine the impact it may have on its financial statements.
 

 2)
In November 2024, the FASB issued ASU 2024-03 “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses”, which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating this guidance to determine the impact it may have on its financial statements.
 
F - 8

LAYERBIO INC.
 
NOTES TO THE FINANCIAL STATEMENTS
(U.S. dollars in thousands, except share and per share amounts)

NOTE 3 – SUBSEQUENT EVENTS

The Company evaluates events or transactions that occur after the balance sheet date but prior to the issuance of the financial statements to identify matters that require additional disclosure. For its financial statements as of June 30, 2025, and for the six months then ended, the Company evaluated subsequent events through October 9, 2025, the date that the financial statements were issued.

On July 10, 2025, the Company and PainReform Ltd. (the “PainReform”) entered into a Preferred Stock Purchase Agreement (the “Purchase Agreement”) for the purchase of 7,331,378 shares of preferred stock (“Preferred Shares”) of the Company, which at closing will constitute 51% of the issued and outstanding share capital of the Company on a fully diluted basis.

Under the terms of the Purchase Agreement, at closing date, PainReform shall pay to the Company an initial amount of $600 (less $50,000 for a bridge loan), with a remaining aggregate amount of $2,400 to be paid in four tranches conditioned on the achievement of certain development milestones related to a planned Phase II clinical trial that the Company plans on conducting. In June 2025, the Company received from PainReform a bridge loan in the total amount of $50 to be return at the completion of the transaction. The loan bears an annual interest rate of 8%. The transaction was completed on August 13 2025 and the Company received $600 net of a $50 bridge loan.

F - 9