SL Science Holding Ltd

SLBTSEC EDGAR
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SL Science Holding Limited_2026-06-30 http://fasb.org/srt/2026#DirectorMember 560759740 560759740 http://fasb.org/srt/2026#DirectorMember 0.33 http://fasb.org/us-gaap/2026#UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember 0.33 0.33 http://fasb.org/us-gaap/2026#RelatedPartyMember 2719661 Table of Contents ​
Exhibit 99.1 INDEX TO FINANCIAL STATEMENTS UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS OF SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025 F-2 Unaudited Interim Consolidated Statements of Operations and Comprehensive (Loss) Income for the six months ended June 30, 2026 and 2025 F-3 Unaudited Interim Consolidated Statements of Changes in Shareholders' Equity for the six months ended June 30, 2026 and 2025 F-4 Unaudited Interim Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 F-5 Notes to Unaudited Interim Consolidated Financial Statements F-6
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AS OF JUNE 30, 2026 AND DECEMBER 31, 2025 ​
* The shares amounts are presented on a retroactive basis, due to group reorganization (see Note 1 and 9). The accompanying notes are an integral part of these unaudited interim consolidated financial statements. ​
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) ​ ​
* Shares related information and additional paid-in capital are retrospectively restated for effect of recapitalization completed on June 12, 2026. The accompanying notes are an integral part of these unaudited interim consolidated financial statements. ​
SL Science Holding Limited Unaudited Interim Consolidated Statement of Changes in Shareholders' Equity For the Six months ended June 30, 2026 and 2025 ​
*The shares amounts are presented on a retroactive basis, due to group reorganization (see Note 1 and 9). The accompanying notes are an integral part of these unaudited interim consolidated financial statements. ​
SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025 ​
​ ​ ​ ​ For the Six Months ​ ​ ​ ​ Ended June 30, ​ ​ ​ ​ Note ​ ​ ​ 2026 ​ ​ ​ 2025 CASH FLOWS FROM OPERATING ACTIVITIES ​ ​ ​ ​ ​ ​ Net loss ​ ​ ​ $ ( 2,162,205 ) ​ $ ( 1,602,089 ) Adjustments to reconcile net loss to net cash used in operating activities ​ ​ ​ ​ ​ ​ Depreciation expenses ​ 5 ​ 84,838 ​ 5,937 Lease expenses ​ 6 ​ - ​ 76,627 ​ ​ ​ ​ ​ ​ ​ ​ ​ Changes in operating assets and liabilities ​ ​ ​ ​ ​ ​ Inventories ​ ​ ​ ( 73,267 ) ​ 650,498 Prepaid expenses and other current assets ​ ​ ​ 175,773 ​ 195,674 Accrued expenses and other liabilities ​ ​ ​ ( 117,022 ) ​ 167,346 Deferred tax liabilities ​ ​ ​ - ​ ( 4,390 ) Amount due to an affiliate ​ ​ ​ ​ - ​ ​ 444,477 Operating lease liabilities ​ ​ ​ ( 396 ) ​ ( 68,237 ) Tax refund ​ ​ ​ 597 ​ - Net cash (used in) operating activities ​ ​ ​ ( 2,091,682 ) ​ ( 134,157 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM INVESTING ACTIVITIES ​ ​ ​ ​ ​ ​ Acquisition of plant and equipment ​ 5 ​ - ​ ( 317,676 ) Net cash (used in) investing activities ​ ​ ​ - ​ ( 317,676 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM FINANCING ACTIVITIES ​ ​ ​ ​ ​ ​ Proceeds from Director ​ ​ ​ ​ 1,600,000 ​ ​ - Proceeds from reverse recapitalization ​ ​ ​ ​ 155,574 ​ ​ - Proceeds from PIPE units ​ ​ ​ ​ 7,800,000 ​ ​ - Payment of offering cost related to reverse recapitalization ​ ​ ​ ​ ( 404,273 ) ​ ​ ( 614,373 ) Net cash provided by (used in) financing activities ​ ​ ​ 9,151,301 ​ ( 614,373 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Effect of change in exchange rate ​ ​ ​ ( 11,543 ) ​ 473,972 ​ ​ ​ ​ ​ ​ ​ ​ ​ NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS ​ ​ ​ 7,048,076 ​ ( 592,234 ) Cash and cash equivalents, beginning of year ​ ​ ​ 1,258,616 ​ 4,137,526 Cash and cash equivalents, end of year ​ ​ ​ $ 8,306,692 ​ $ 3,545,292 ​ ​ ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL CASH FLOW INFORMATION: ​ ​ ​ ​ ​ ​ Income taxes paid ​ ​ ​ $ - ​ $ - Interest paid ​ ​ ​ $ - ​ $ - ​ ​ ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTMENT AND FINANCIAL ACTIVITIES INFORMATION: ​ ​ ​ ​ ​ ​ Addition to operating lease right-of-use assets and lease liabilities ​ ​ ​ $ - ​ $ 344,702 Reclassification of deferred offering costs to additional paid-in capital upon business combination ​ ​ ​ $ 1,333,410 ​ $ - Assets acquired from reverse recapitalization ​ ​ ​ $ 242,501 ​ $ - Liabilities assumed from reverse recapitalization (settled by working capital loan) ​ ​ ​ $ 1,001,134 ​ $ -
​ The accompanying notes are an integral part of these unaudited interim consolidated financial statements. ​ ​
Table of Contents ​ SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS SIX MONTHS ENDED JUNE 30, 2026 AND 2025
1. ORGANIZATION SL Science Holding Limited (the "Company"or"SL Science") was incorporated in the Cayman Islands as an exempted company limited by shares on March 18, 2025, and wholly-owned by SL BIO Ltd., a Cayman Islands exempted company limited by shares ("SL Bio"). The Company has not commenced any operations since its formation. The Company was incorporated solely for the purpose of completing the transactions contemplated by the Business Combination Agreement and Plan of Reorganization, dated May 9, 2025 (as may be further amended, supplemented, or otherwise modified from time to time, the "Business Combination Agreement"). The parties to the Business Combination Agreement include (i) the Company, (ii) Horizon Space Acquisition II Corp., a Cayman Islands exempted company limited by shares ("HSPT"), (iii) CW Mega Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of the Company ("Merger Sub I"), (iv) WW Century Limited, a Cayman Islands exempted company limited by shares and a wholly-owned subsidiary of the Company ("Merger Sub II"), and (v) SL Bio, pursuant to which, among other things, (i) Merger Sub I will merge with and into HSPT, with HSPT as the surviving entity and a wholly-owned subsidiary of the Company (the "First Merger"), and (ii) following the First Merger, Merger Sub II will merge with and into SL Bio, with SL Bio as the surviving entity and a wholly-owned subsidiary of the Company (the "Second Merger," and together with the First Merger and the other transactions contemplated by the Business Combination Agreement, the "Business Combination"). On June 12, 2026, Merger Sub I merged with and into HSPT, with HSPT continuing as the surviving company and becoming a wholly owned subsidiary of the Company. Each issued and outstanding ordinary share of HSPT (other than redeeming and dissenting shares) was automatically cancelled and converted into the right to receive one Company's ordinary share. In connection with the First Merger, 3,502,404 HSPT ordinary shares were redeemed and cancelled, while the remaining non-redeeming shares were converted into Company's ordinary shares. On the same day, Merger Sub II merged with and into SL Bio, with SL Bio continuing as the surviving company and becoming a wholly owned subsidiary of the Company. Each issued and outstanding ordinary share of SL Bio was automatically cancelled and converted into the right to receive newly issued Company's ordinary shares based on the exchange ratio set forth in the Business Combination Agreement. In aggregate, 556,800,000 Company's ordinary shares were issued to SL Bio shareholders. Upon completion of the Second Merger, the authorized share capital of SL Bio was reclassified to $ 500,000 divided into 500,000,000 shares of par value of $ 0.001 each. Following the effective time of the First Merger and Second Merger, the Company's has authorized shares of 4,950,000,000 , ordinary shares of par value $ 0.00001 each and 50,000,000 preferred shares of par value $ 0.00001 each. The issued and outstanding ordinary shares of the Company was 559,979,740 ordinary shares of par value $ 0.00001 each as of June 12, 2026. As a result of Business Combination, SL Bio and HSPT each became wholly owned subsidiaries of the Company following the merger. The Company and its subsidiaries are collectively referred as the "Group". In addition, in connection with the Business Combination, on March 24, 2026, the Company entered into subscription agreements with certain investors for PIPE Financing of 780,000 units at $ 10.00 per unit for aggregate gross proceeds of $ 7,800,000 . Each unit consists of one Company's ordinary share and one preferred share, with each preferred share convertible into one -third of one Company's ordinary share six months following the closing of Business Combination. As a result, as of June 12, 2026, The Company's issued and outstanding preferred shares and ordinary shares was 780,000 preferred shares of par value $ 0.00001 each and 560,759,740 ordinary shares of par value $ 0.00001 each respectively. ​ F-6
Table of Contents ​ SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS SIX MONTHS ENDED JUNE 30, 2026 AND 2025
1. ORGANIZATION (cont.) The transaction was accounted for as a reverse recapitalization with SL Science being the accounting acquirer and HSPT as the acquired company for accounting purposes. SL Bio was determined to be the accounting acquirer since SL Bio's shareholders prior to the Business Combination had the greatest voting interest in the combined entity, SL Bio and its subsidiary comprised the ongoing operations, had the go-forward senior management, and the SL Bio shareholders were to control the board of directors and have a majority of the voting power of SL Science. Accordingly, for accounting purposes, the financial statements after the closing of the Business Combination represent a continuation of the financial statements of SL Bio, with the Business Combination treated as the equivalent of issuing shares for the net assets of HSPT, accompanied by a recapitalization. The net assets of HSPT are stated at historical cost, with no goodwill or other intangible assets recorded. Additionally, the shares and corresponding capital amounts and losses per share, prior to the Business Combination have been retrospectively restated base on shares reflecting the exchange ratio established in Business Combination Agreement. On June 15, 2026, the Ordinary Shares of the Company began trading on the NASDAQ under the symbol "SLBT". As of the date of this unaudited interim consolidated financial statements, the Company has direct and indirect interests in the following subsidiaries: ​ ​
​ ​ ​ ​ ​ ​ ​ ​ % of ​ ​ ​ ​ Date of ​ Place of ​ ​ ​ Equity ​ Principal Name of Entity ​ ​ ​ Incorporation ​ ​ ​ Incorporation ​ ​ ​ Shareholders ​ ​ ​ Ownership ​ ​ ​ Activities SL Bio Limited ​ March 18, 2024 ​ Cayman ​ SL Science ​ 100 % ​ Holding SL Bio Co., Ltd ("SL Bio Taiwan") ​ July 21, 2022 ​ the Republic of China ("ROC"or"Taiwan") ​ SL Bio ​ 100 % ​ research, development and sales of exosome products Horizon Space Acquisition II Corp ​ March 21, 2023 ​ Cayman ​ SL Science ​ 100 % ​ Inactive
​ Liquidity As of June 30, 2026, the Group had approximately $ 8.3 million of cash and cash equivalents and working capital of approximately $ 6.7 million. The Group has recurring net losses and negative cash flows from operations for the six months ended June 30, 2026, which may raise concerns regarding its ability to meet short-term obligations. The Group will continue incur net losses and negative cash flows from operating activities for the foreseeable future as the Group will need additional funds for the research and development of CD-19 Armed-T products and GDT cell therapy products. The Group's operating results for future periods are subject to numerous uncertainties and it is uncertain if the Group will be able to generate net income for the foreseeable future. The Group has developed plans to alleviate these unfavorable conditions, included improving its profitability, and obtaining debt financing and loans from existing shareholders for additional funding to meet its operating needs. The management believe that the above financing could provide sufficient fundings for the Group to meet the obligations as they become due for at least twelve months from the date of this unaudited interim consolidated financial statement. ​
Table of Contents ​ SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS SIX MONTHS ENDED JUNE 30, 2026 AND 2025
Table of Contents ​ SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS SIX MONTHS ENDED JUNE 30, 2026 AND 2025
Table of Contents ​ SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS SIX MONTHS ENDED JUNE 30, 2026 AND 2025
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Risk and uncertainties Generally, the industry in which the Group operates subjects the Group to a number of risks and uncertainties that can affect its operating results and financial condition. Such factors include, but are not limited to: · the timing, costs and results of clinical trials and other development activities versus expectations; · the ability to manufacture products successfully; competition from products sold or being developed by other companies; · the price of, and demand for products once approved; and · the ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products. The global economy has also been materially negatively affected by the outbreak of a widespread health epidemic, such as COVID-19, avia flu or Africa swine flu and there is continued severe uncertainty about the duration and intensity of its impacts. The global growth forecast is uncertain, which may seriously affect our business. While the potential economic impact brought by, and the duration of the outbreak and its new variants may be difficult to assess or predict, a widespread pandemic could result in significant disruption of general economy that could materially negatively affect our business. Fair Value of Financial Instruments The Group has adopted Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 820, Fair Value Measurements , which defines fair value, establishes a framework for measuring fair value in U.S. GAAP, and expands disclosures about fair value measurements. ASC 820 establishes a three-level valuation hierarchy of valuation techniques based on observable and unobservable input, which may be used to measure fair value and include the following: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Input other than Level 1 that is observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other input that is observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable input that is supported by little or no market activity and that is significant to the fair value of the assets or liabilities. Our cash and cash equivalents are classified within level 1 of the fair value hierarchy because they are valued using quoted market price. The carrying amounts of the other financial assets and liabilities, which consist of accounts receivable, restricted cash, other current assets and other liabilities approximate their fair values due to the short-term nature of these instruments. Cash and cash equivalents Cash and cash equivalents included cash on hand placed with banks, which are unrestricted as to withdrawal and use and with an original maturity of three months or less. Deposits in banks in Taiwan are only insured by Central Deposit Insurance Corporation, a government agency, up to NTD 3 million ($91,500), and are consequently exposed to risk of loss. The Group believes the probability of a bank failure, causing loss to the Group, is remote. ​ F-10
Table of Contents ​ SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS SIX MONTHS ENDED JUNE 30, 2026 AND 2025
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Expected credit loss Allowance The Group adopted ASC 326, Financial Instruments - Credit Losses, which requires to create an impairment model that is based on expected losses. The Group's accounts receivable, prepaid expenses and other current assets are within the scope of ASC 326. Accounts receivables are recognized and carried at the original invoice amounts less the expected credit loss. The Group has a policy of reserving for uncollectible accounts based on our best estimate of the amount of probable expected credit losses in the existing accounts receivable. The Group performs ongoing credit evaluations of the customers and maintains an allowance for potential bad debts if required. Other current assets are recognized and carried at the initial amount when occurred less an allowance for any uncollectible amount. To estimate expected credit losses, the Group has identified the relevant risk characteristics of its counterparty and the related receivables and other current assets which include size, type of the products the Group provides, or a combination of these characteristics. Receivables with similar risk characteristics have been grouped into pools. For each pool, the Group considers the past collection experience, current economic conditions, future economic conditions (external data and macroeconomic factors) and changes in the Group's customer collection trends. Other key factors that influence the expected credit loss analysis include customer demographics, payment terms offered in the normal course of business to customers, and industry-specific factors that could impact the Group's receivables. Additionally, external data and macroeconomic factors are also considered. This is assessed annually based on the Group's specific facts and circumstances. No significant impact of changes in the assumptions since adoption. The Group has assessed its receivable including credit term and corresponding all its receivables in June 2026. Upon such credit terms, no bad debt expense was incurred during the six months ended June 30, 2026 and 2025, respectively. The Group recognized nil expected credit loss allowance for prepaid expenses and other current assets as of June 30, 2026 and December 31, 2025. Inventories Inventories are stated at the lower of cost and net realizable value, with cost determined by the weighted average method. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Write-down of potentially obsolete or slow-moving inventories is recorded as cost of revenue based on management's assumptions about future demand and market conditions. No write-downs were recorded for inventories during the six months ended June 30, 2026 and 2025. Plant and Equipment Plant and equipment are stated at historical cost less accumulated depreciation and impairment losses, if any. Depreciation is computed on a straight-line basis with no salvage value over the estimated useful lives of the assets as follows: ​ ​
Leasehold improvement ​ ​ ​ Over the shorter of lease term of the estimated useful lives of the assets Machinery and equipment ​ 5 years Office equipment ​ 5 years
​ The cost and accumulated depreciation of plant and equipment disposed of or sold are removed from the balance sheets and resulting gains and losses are recognized in the statements of operations, if any. ​ F-11
Table of Contents ​ SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS SIX MONTHS ENDED JUNE 30, 2026 AND 2025
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Impairment of Long-Lived Assets In accordance with the ASC 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets , long-lived assets, such as plant and equipment, operating lease right-of-use assets and purchased intangible assets subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable, or it is reasonably possible that these assets could become impaired as a result of technological or other industrial changes. The determination of recoverability of assets to be held and used is made by comparing the carrying amount of an asset to future undiscounted cash flows to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less cost to sell. There is no impairment of long-lived assets recorded for the six months ended June 30, 2026 and 2025. Lease The Group accounts for leases in accordance with ASC 842, Leases , which requires lessees to recognize leases on the balance sheet and disclose key information about leasing arrangements. For the leases with the term within 12 months, the Group applies the recognition requirements of ASC 842 to short-term leases. The Group determines if a contract contains a lease based on whether it has the right to obtain substantially all of the economic benefits from the use of an identified asset which the Group does not own and whether it has the right to direct the use of an identified asset in exchange for consideration. ROU assets represent the Group's right to use an underlying asset for the lease term, and lease liabilities represent the Group's obligation to make lease payments arising from the lease. ROU assets are initially recognized as the amount of the lease liability, adjusted for lease incentives received. Lease liabilities are recognized at the present value of the future lease payments at the lease commencement date. The interest rate used to determine the present value of the future lease payments is the Group's incremental borrowing rate ("IBR"), because the interest rate implicit in most of the Group's leases is not readily determinable. The IBR is a hypothetical rate based on the Group's understanding of what its credit rating would be to borrow and resulting interest the Group would pay to borrow an amount equal to the lease payments in a similar economic environment over the lease term on a collateralized basis. Lease payments may be fixed or variable, however, only fixed payments or in-substance fixed payments are included in the measurement of lease liabilities. Variable lease payments are recognized in operating expenses in the period in which the obligation for those payments are incurred. The Group recognized no impairment of ROU assets as of June 30, 2026 and December 31, 2025. Statutory reserve Pursuant to the laws applicable to Taiwan, Taiwanese entities must make appropriations from after-tax profit to the non-distributable "statutory reserve". Subject to certain cumulative limits, the "statutory reserve" requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 100% of the authorized capital (as determined under accounting principles generally accepted in Taiwan ("Taiwan GAAP") at each year-end). As SL Bio Taiwan had accumulated deficit under Taiwan GAAP during the reporting periods, no appropriations to the statutory reserve was required. ​ F-12
Table of Contents ​ SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS SIX MONTHS ENDED JUNE 30, 2026 AND 2025
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Revenue Recognition The Group recognizes revenue when its customer obtains control of promised goods or receives services provided in an amount that reflects the consideration which the Group expects to receive in exchange for those goods and services. To determine revenue recognition for the arrangements that the Group determines are within the scope of ASC 606, Revenue from Contracts with Customers, the Group performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Group's revenue from contracts with customers is derived from product revenue principally from the sales of products directly to its customers and presents revenue net of VAT. Revenue for the six months ended June 30, 2026 consists of the following: ​
​ Revenue for the six months ended June 30, 2025 consists of the following: ​
​ Product revenue recognition - point of time The performance obligations are considered to be met and revenue is recognized when the customer obtains control of the goods. Revenue is recognized at that point of time. The customers pick up the goods directly from the Group's premise, and the Group has satisfied the contracts' performance obligations when the goods have been picked up and the acceptance document has been signed by the customers. The Group does not offer sales rebate to its customers. Any discount will be net of the revenue at the point of time. The Group does not provide its customers with the right of return (except for product quality issue). The customer is required to perform product's quality check immediately upon delivery of the products and reports to the Group within a few days if there is quality issue. Other revenue Other revenue represents net amount of exchange difference and interest income recognized for the six months ended June 30, 2026 and 2025. Cost of revenue Cost of revenue consists primarily of purchased costs of products for sales and other costs directly related to the sales of products. ​ F-13
Table of Contents ​ SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS SIX MONTHS ENDED JUNE 30, 2026 AND 2025
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) General and administrative expenses The Group expenses general and administrative expenses as incurred. The Group recorded $ 1,489,663 and $ 1,281,786 of general and administrative expenses for the six months ended June 30, 2026 and 2025, respectively. Research and development Research and development costs are expensed as incurred in accordance with ASC 730, Research and Development . The Group incurs research and development costs in the pursuit of new products and improving the formulation of existing products. Examples of research costs include staff costs, costs for laboratory research, studies, surveys, and other activities aimed at acquiring new knowledge. CD-19 Armed-T therapy On June 20, 2024, the Group entered into a licensed patent and know-how transfer agreement with SL Link (the "Patent Transfer Agreement") to transfer the licensed patent and know-how of CD-19 Armed-T products (the "CD-19 Project"). The licensed patent is related to the research and development of Bi-Specific antibodies for use in producing armed immune cells technology for application in cancer and the relevant know-how (the "CD-19 Patent"). The CD-19 Patent is initially licensed by CytoArm Co., Ltd. ("CytoArm"), a privately-owned company incorporated in Taiwan which engaged in biomedical research business, to SL Link in March 2023. Mr. Wang indirectly owns approximately 12.5 % of CytoArm through SL Link on date of transaction, June 30, 2026 and December 31, 2025. According to the Patent Transfer Agreement, SL Link transferred the cooperation rights with CytoArm and the results generated from the CD-19 Project to the Group, for $ 949,771 , which is equivalent to the amount that SL Link paid for the research and development of the CD-19 Project. The Group also agreed to bear the future research and development of the CD-19 Project. CytoArm agreed SL Link to transfer the CD-19 Patent to the Group and will not charge additional costs to the Group. On November 20, 2024, CytoArm, the Group and SL Link entered into a supplementary agreement to confirm the transfer of the CD-19 Project from SL Link to the Group and clarified the transfer of the rights, obligations and financial arrangements between the parties. Under the original license agreement with CytoArm and the supplementary agreement, the Group continues to hold a perpetual, irrevocable, royalty-bearing, exclusive license to manufacture, use, import, offer to sell, and sell the CD-19 Armed-T products. The total consideration of the CD-19 Armed-T Licensed Patent is NTD 142,000,000 including VAT (or $ 4,373,600 ). During the six months ended June 30, 2026 and 2025, the Group did no t pay any research and development expenses to CytoArm. As of June 30, 2026 and December 31, 2025, $ 277,200 was paid to CytoArm in accordance with the agreements. The Group will pay the remaining consideration of NTD 133,000,000 ($ 4,096,400 ) to CytoArm for further research and development of this technology and for the application to a variety blood cancer drugs and products when certain conditions and milestones are satisfied and completed by CytoArm. ​ F-14
Table of Contents ​ SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS SIX MONTHS ENDED JUNE 30, 2026 AND 2025
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) The Group is also obligated to pay a royalty of 15 % of the sales of the CD-19 Armed-T products generated from CD-19 Armed-T Licensed Patent to CytoArm on a quarterly basis, and patent application fees (if any), patent maintenance fees, and project development fees, as well as expenses, costs, taxes, and fees incurred during the term of the agreement. As of June 30, 2026 and December 31, 2025, there have been no patent application fees, patent maintenance fees, or project development fees payable or reimbursable by the Group under the CytoArm license agreement. As of June 30, 2026, the Group has not yet obtained FDA clearance or approval for any of the product candidates, nor has it completed Phase I, II, or III clinical trials, or submitted an IND application to FDA. Gamma Delta T cell culture technology on Pancreatic and Brain Cancer Treatment On December 27, 2024, the Group entered into two global non-exclusive license agreements for Gamma Delta T Immune Cells ("GDT Cells") with Ji Yan BioMedical Co., Ltd. ("JY BioMed"), a company registered in Taiwan, for "Human-Derived Immune Cell γδT Cell Pharmaceutical - Clinical-Grade Manufacturing Technology" and the related proprietary expertise and technical data, with the capability for clinical application development in pancreatic and brain cancers treatments (collectively referred as the "GDT Cells License Agreements"). On April 8, 2025, the Group amended and restated its agreement with JY BioMed to, among other things, combine the two prior agreements into a single agreement, grant the Group exclusive licenses for pancreatic and brain cancer treatment, and adjust the total consideration (the "A&R GDT Cells Licenses Agreement"). Dr. Shen Hsieh-Tsung, Ethan ("Mr. Shen"), the Group Chief Technical Officer ("CTO"), has served as JY BioMed's Chief Executive Officer until August 1, 2025 and has served as the Chairman of JY BioMed since December 1, 2025, and holds approximately 76.0 % and 76.0 % equity stake on the date of transaction, December 31, 2025 and June 30, 2026, respectively. According to the A&R GDT Cells Licenses Agreement, the Group is granted global exclusive right to use, implement, reproduce, and modify JY BioMed's proprietary technology and technical data for the development, manufacturing, offering for sale, selling, and use of the products derived and developed from JY BioMed's GDT Cells technology for pancreatic and brain cancer treatments ("GDT Cells Licenses"). The term of licensed period of the GDT Cells Licenses are 20 years after the GDT cell therapy products are launched, unless terminated by either party with thirty days ' written notice if there is a mutual recognition of significant delays or impossibility of completion, a material breach not corrected within thirty days , certain financial or organizational changes causing damage, delayed payments constituting a material breach, false reporting by SL Bio, or an unrectifiable material breach. Upon the entering of the GDT Cells License Agreements in December 2024, the Group paid $ 1 million including VAT to JY BioMed for the initial research and development costs and material costs of the GDT cell therapy products for pancreatic and brain cancer treatment. The Group will also bear the future research and development costs of GDT cell therapy products thereafter. The total consideration of the A&R GDT Cells Licenses Agreement is $ 38 million including VAT and the Group is obligated to pay a royalty of 7 % and 10 % of the sales of the GDT cell therapy products for pancreatic and brain cancer treatment generated from GDT Cells Licenses, respectively. ​ F-15
Table of Contents ​ SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS SIX MONTHS ENDED JUNE 30, 2026 AND 2025
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) During the six months period ended June 30, 2026 and 2025, the Group paid $ nil and $ 448,571 to JY BioMed for research and development expenses for GDT Cell Licenses. As of June 30, 2026, $ 1 million including VAT was paid to JY BioMed in according to the A&R GDT Cells Licenses Agreement. The Group will pay the remaining consideration of $ 37 million to JY BioMed for as milestone payments for further research and development of this technology and for the application to a pancreatic and brain cancer drugs and products when certain conditions and milestones are satisfied and completed by JY BioMed. On December 11, 2025 the Group entered into an agreement with HeXun Biosciences Co., Ltd ("HeXun") for the preparation of IRB specimens and the drafting of quality documentation relating to GDT cell therapy products with total consideration of $ 825,000 {"IRB Agreement"}. During the six months ended June 30, 2026, the conditions and milestones are satisfied and completed by HeXun. Accordingly, the Group recognized $ 825,000 as research and development expenses for the six months ended June 30, 2026. Upon the completion of IRB Agreement, on March 2, 2026, the Group entered into an agreement with HeXun with respect to the clinical trial batch and special approval batch manufacturing and application document for the GDT cell therapy product, the Group is obligated to pay a total consideration of $ 474,000 when certain conditions and milestones are satisfied and completed by HeXun. During the six months ended June 30, 2026, the Group had paid $ 213,300 under the agreement. The remaining $ 260,700 is contractually committed and will be payable in future upon the achievement of specified milestones set out in the agreement. As of June 30, 2026, the Group has not yet obtained FDA clearance or approval for any of the GDT product candidates, nor has it completed Phase I, II, or III clinical trials, or submitted an IND application to FDA. During the six months ended June 30, 2026 and 2025, the Group incurred $ 1,168,071 and $ 699,771 , respectively, for the research and development expenses of the new product pipeline. As of June 30, 2026 and December 31, 2025, the Group has not capitalized any research and development expenses. Income Taxes Income taxes are accounted for under the asset and liability method in accordance with ASC 740, Income Taxes . Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity's financial statements or tax returns. Deferred tax assets and liabilities are determined based on the temporary difference between the financial reporting and tax bases of assets and liabilities, and net operating loss and tax credit carryforwards using enacted tax rates that will be in effect for the period in which the differences are expected to reverse. The Group records a valuation allowance against the amount of deferred tax assets that it determines is not more likely than not of being realized. The effect on deferred taxes of a change in tax rates is recognized in income in the period that includes the enactment date. The Group recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Group records interest related to unrecognized tax benefits and penalties, if any, within income tax expenses. Retirement and other post-retirement benefits Contributions to retirement schemes which are defined contribution plans are charged to the statement of operations as and when the related employee service is provided. Full time employees of the Group in Taiwan participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care benefits are provided to employees. Taiwanese labor regulations require that the Group to make contributions to the government for these benefits based on certain percentages of the employees' salaries, up to a maximum amount specified by the government. The Group has no legal obligation for the benefits beyond the contributions made. Total amounts of such employee benefit expenses, which were expensed as incurred, were approximately $ 10,073 and $ 6,349 for the six months ended June 30, 2026 and 2025, respectively. F-16
Table of Contents ​ SL SCIENCE HOLDING LIMITED AND SUBSIDIARIES NOTES TO UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS SIX MONTHS ENDED JUNE 30, 2026 AND 2025
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.) Translation of foreign currency Our reporting currency is U.S. Dollars ("US$"). We determine the functional currency of each of our international subsidiaries and their operating divisions based on the primary currency in which they operate. Accordingly, the unaudited interim consolidated financial statements of the Group are translated at the following exchange rates: assets and liabilities - current rate on balance sheet date; shareholders' equity - historical rate; income and expenses - average rate during the year. The resulting translation adjustment is reflected in the accumulated other comprehensive income (loss). Transactions denominated in other than the functional currencies are recorded at the rate of exchange in effect when the transaction occurs. Gains or losses, resulting from the application of different foreign exchange rates when cash in foreign currency is converted into the entities' functional currency, or when foreign currency receivable and payable are settled, are credited or charged to income in the period of conversion or settlement. At year-end, the balances of foreign currency monetary assets and liabilities are recorded based on prevailing exchange rates and any resulting gains or losses are included in the statements of operations and comprehensive income (loss). Translation of amounts from NTD into US$ has been made at the following exchange rates for the respective year: ​ ​
​ ​ For the Six Months ​ ​ Ended June 30, ​ ​ ​ ​ 2026 ​ ​ ​ 2025 Years ended NTD: US$1 exchange rate 31.89 29.11 Annual average NTD: US$1 exchange rate 31.62 31.88
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