Starton Holdings: Securities offering (amended)

Cover page 2 changes

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As filed with the Securities and Exchange Commission on July 13 , October 28, 2026 .

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Subject to Completion, Dated July 13, October 28, 2026

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Financial statements 1 change

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TCE means T -cell engager.

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Prospectus summary 8 changes

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Our lead development programs, STAR -LLD , are continuous delivery systems of the generic form of Revlimid (lenalidomide), which is a prescription medicine owned by Bristol Myers Squibb that is currently used to treat adults with multiple myeloma (MM), mantle cell and other lymphomas. With STAR -LLD , we are seeking to develop a subcutaneous and an oral controlled release formulation in parallel to improve the probability of success. We are pursuing multiple indications in multiple myeloma and chronic lymphocytic leukemia (CLL), lymphoma, in combinations with CAR -T therapies and T -cell engagers (TCE) such as bispecific and trispecific antibodies, and potentially expanding in other cancers, including B -cell lymphomas, chronic lymphocytic leukemia (CLL), and solid tumors.

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STAR -LLD-SC is a patented formulation of lenalidomide which was used to complete a Phase 1b clinical program and currently is being used in a Phase 2a study for RRMM. STAR -LLD-SC is also expected to be used in the Starton supported Investigator Initiated Trials (IIT) with CAR -T . cell therapies and T -cell engagers (TCE) such as bispecific and trispecific antibodies. Studies are being planned currently in both MM and lymphoma at major academic centers and community centers in the United States. These programs are currently underway in terms of protocol generation and contract negotiations. The first trial, being conducted by the Gabrail Cancer and Research Center in Canton Ohio, will assess dose -finding , safety and a preliminary evaluation of potential efficacy of STAR -LLD in combination with Pfizer s Elrexfio (elranatamab -bcmm ) in relapsed or refractory multiple myeloma. Pfizer has agreed to collaborate on this Phase 1 trial, by providing elranatamab for the trial and updated guidelines on the optimal management of potential elranatamab side effects and dose titration. Starton will be provided all results of this study for use to support the Company IND in Phase 2.

Oral controlled -release drug delivery provides a mechanism to modulate drug release over time, maintaining therapeutic concentrations while minimizing peaks and troughs associated with conventional immediate -release formulations. By delivering medication at a predetermined rate, controlled -release systems enhance drug exposure consistency, improve pharmacokinetic profiles and therapeutic index, and can reduce dose frequency, which supports adherence in chronic therapy settings. These technologies also help mitigate dose -related adverse effects by avoiding high peak plasma levels and may improve gastrointestinal tolerability for drugs prone to irritation. Additionally, controlled -release platforms can target specific regions of the GI tract, optimize absorption windows, and enable therapeutic use of compounds with short half -lives or narrow therapeutic indices. Collectively, oral controlled -release dosage forms play a critical role in modern pharmaceutical development, offering patient -centric benefits and often improving therapeutic outcomes and safety. Oral controlled release has been used across multiple products and its technology is well understood. We have internally developed an OCR formulation to deliver lenalidomide that is currently awaiting regulatory approval to initiate a human healthy volunteer bioavailability study. and we also have engaged Bend Biosciences, a contract development manufacturing organization who specializes in the development and manufacturing of OCR products, to assist in the further development of our OCR formulation for lenalidomide.

STAR -LLD-OCR is a formulation of lenalidomide using sustained oral release technology which will emulate the subcutaneous low -dose blood levels observed in the current clinical trials. Formulations of STAR -LLD-OCR are currently being tested in vitro and have entered a we completed an initial human healthy volunteer research and development study in Q1/2026 and are currently awaiting regulatory approval to initiate a human healthy volunteer bioavailability study. Once the optimal blood levels are obtained, we expect to use the OCR formulation in a Phase 2b RRMM in Q2/2027 in high -risk patients supplanting the subcutaneous formulation and for the CLL lymphoma program.

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Enhancement of CAR -T and T -Cell therapies for MM and lymphoma. Chimeric antigen receptor T -cell ( CAR -T ) therapy has revolutionized treatment for relapsed / refractory hematologic malignancies, offering unprecedented response rates in late -line disease. Despite these advances, in patients with lymphoma 40 60% relapse within 12 months of infusion, and post -CAR -T progression is associated with poor survival, typically 6 9 months. Data from MM CAR -T therapies indicates failure of 45% and 24% at 12 months with major difference between Ide -cel and Cilta -cel . These patients represent a rapidly expanding population with limited standardized treatment options.

Starton is planning to provide funding for several Investigator Initiated Trials (IIT) studies using STAR -LLD-SC at certain major academic centers and community centers in the United States in lymphoma and multiple myeloma. These studies are currently planned to examine lymphoma patients who have progressed following CAR -T therapy to recover the function of the CAR -T cells and lead to an objective response, as well as RRMM patients in combination with CAR -T for the first 30 -days after the infusion to improve the biochemical response to treatment over CAR -T alone. These studies will provide insight into the mechanisms and success rate of STAR -LLD-SC in each population, and will form the basis provide support for a an Investigational New Drug Application (NDA) (IND) for the enhancement and success of the combination in patient outcomes. Assuming the studies are successful, we will plan to run a Phase 2 registration trial for each indication. Assuming our NDAs are accepted, which we cannot guarantee, we intend to commercialize STAR -LLD-SC in combination with CAR -T cell therapies and T -cell engagers in lymphoma and multiple myeloma, currently estimated in 2030 and 2031.

Starton intends to hold a future scientific Key Opinion Leader (KOL) meeting to discuss the potential uses of STAR -LLD-SC with other therapies.

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Expand Continuous Delivery Platform. We have identified a pipeline of product candidates for formulation and development using a continuous delivery system. We believe each product will have the opportunity to address a significant unmet medical need in its therapeutic area by achieving a new indication, enhance efficacy, and/or reduce side effects. The candidates were identified by our algorithm and screened to ensure technological fit to our platform. As we advance, we intend to continue to prioritize and develop each of these transdermal patch candidates. Product candidates have been selected based on their level of potential for improvement in both efficacy and tolerability as well as fit with the delivery platform including, half -life , molecule size, dose size and specific characteristics of the molecule. Candidates are only disclosed following proof of concept studies that allow us to file for provisional patent protection.

The offering 2 changes

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32,723,596 32,727,001 shares of common stock as of the date hereof, including shares of common stock issuable in the future, if at all, upon the exchange of an equal number of Exchangeable Shares of Exchangeco (as such terms are defined below).

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37,723,596 37,727,001 shares of common stock (or approximately 38,473,596 38,477,001 if the underwriters over -allotment option to purchase additional shares of common stock from us is exercised in full).

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Risk factors 15 changes

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We incurred a net loss of $15.4 million and $9.5 million for the years year ended March 31, 2026, and 2025, respectively. a net loss of $3.4 million for the three months ended June 30, 2026. We had a working capital deficit of $6.4 $9.1 million as of June 30, 2026 and $5.9 $6.4 million in the years ended as of March 31, 2026. and 2025, respectively. Net cash used in operating activities was $8.6 $2.1 million and $8.3 $1.6 million in for the years three months ended March 31, June 30, 2026 and 2025, respectively. Additionally, we had an accumulated deficit of $89.2 $92.6 million and $73.8 $89.2 million as of June 30, 2026 and March 31, 2026, and 2025, respectively. We expect to continue to incur net losses and expect significant cash outflows for the foreseeable future. These conditions raise substantial doubt about our ability to continue as a going concern for the one year period from the date the financial statements are issued. Furthermore, our independent registered public accounting firm s report included an explanatory paragraph that there was substantial doubt about our ability to continue as a going concern.

We identified a material weakness in our internal control over financial reporting relating to the preparation and review of our financial statements. If the remediation of this material weaknesses weakness is not effective, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal controls, we may not be able to accurately or timely report our financial condition or results of operations, which may adversely affect our business.

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Based on our current operating plan, we believe that the net proceeds from this offering, together with our existing cash, will be sufficient to fund our operations through 2026, 2027, including funding our working capital needs and a Phase 2 study for STAR -LLD in MM and a Phase 1 study in CLL. We have based these estimates on assumptions that may prove to be wrong, and we could use our capital resources sooner than we currently expect. Our operating plans and other demands for our cash resources may change as a result of many factors currently unknown to us, and we may need to seek additional funds sooner than planned.

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Our future success depends, to a substantial degree, upon the continued service of the key members of our management team. These include Pedro Lichtinger Waisman, Chairman and CEO, Scott Kahn, Saleem Elmasri, Chief Financial Officer, Jamie James Oliver, Chief Medical Officer, Rod Hartwig, Vice President Research and Development and Manufacturing, and Shannon Wisniewski, Executive Director of Business Development and Program Management. The loss of the services of key members of our management team, or their inability to perform services on our behalf, could have a material adverse effect on our business, financial condition, prospects, and results of operations. Our success also depends, to a large extent, upon the contributions of the staff within our lab facility operated by a related party. We compete for qualified personnel against other biotechnology companies that may offer more favorable employment or contract opportunities. If we are not able to attract and retain the necessary personnel to accomplish our business objectives, we could experience constraints that would adversely affect our ability to support our research and development programs. Although we believe that we have been successful in attracting and retaining skilled personnel in all areas of our business, we cannot provide assurance that we can continue to attract, train and retain such personnel. Any failure in this regard could limit our ability to develop new products. We do not have key person insurance on any of our key employees or consultants.

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Failures of or delays in clinical trials are common and have many causes, and such failures or delays could result in increased costs to us and could prevent or delay our ability to obtain regulatory approval and commence product sales for new products. We may also find it difficult to enroll patients in our clinical trials, which could delay or prevent development of our product candidates. Moreover, we can also find unexpected or unforeseen or unexpected side effects that can delay or make the product unviable.

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Existing management has significant stock ownership in the Company representing approximately 24.7% 25.5% of the issued and outstanding shares of common stock prior to this offering and approximately 20.5% 21.7% of the issued and outstanding shares of common stock following the consummation of this offering (or approximately 20.0% if the underwriters over -allotment option to purchase additional shares of common stock from us is exercised in full). As a result of such ownership concentration, these individuals will have significant influence over the management and affairs of the Company and its business. It will also exert considerable, ongoing influence over matters subject to stockholder approval, including the election of directors and significant corporate transactions, such as a merger, sale of assets or other business combination or sale of the Company. This concentration of ownership may have the effect of delaying, deferring, or preventing a change in control, impeding a merger, consolidation, takeover or other business combination involving us, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of the Company, even if such a transaction would benefit other stockholders.

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We are an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act and are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, only two years of audited financial statements in addition to any required unaudited interim financial statements with correspondingly reduced Management s Discussion and Analysis of Financial Condition and Results of Operations disclosure, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Act of 2002, or the Sarbanes -Oxley Act, reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements, exemptions from the requirements of holding non -binding advisory votes on executive compensation and seeking stockholder approval of any golden parachute payments not previously approved and not being required to adopt certain accounting standards until those standards would otherwise apply to private companies. We could be an emerging growth company until the last day of the fiscal year following the fifth anniversary of this offering, although circumstances could cause us to lose that status earlier, including if we become a large accelerated filer (in which case we will cease to be an emerging growth company as of the date we become a large accelerated filer, which, generally, would occur if, at the end of a fiscal year, among other things, the market value of our common stock that is held by non -affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter), if we have total annual gross revenue of $1.235 billion or more during any fiscal year (in which cases we would no longer be an emerging growth company as of March 31 of such fiscal year), or if we issue more than $1.0 billion in non -convertible debt during any three year period before that time (in which case we would cease to be an emerging growth company immediately). Even after we no longer qualify as an emerging growth company, we may still qualify as a smaller reporting company, which would allow us to take advantage of many of the same exemptions from disclosure requirements including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Act and reduced disclosure obligations regarding executive compensation in this prospectus and our periodic reports and proxy statements. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

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Sales of a substantial number of shares of our common stock in the public market or the perception that these sales might occur could significantly reduce the market price of our common stock and impair our ability to raise adequate capital through the sale of additional equity or equity -linked securities. After this offering, we will have 37,703,469 37,727,001 outstanding shares of our common stock, based on the number of shares outstanding as of March 31, June 30, 2026, assuming no exercise of the underwriters over -allotment option sold in this offering and no exercise of outstanding options. Of these shares, the 5,000,000 shares of common stock sold in this offering by us, plus any shares sold upon exercise of the underwriters over -allotment option, plus approximately 13.8 million shares of common stock held by non -affiliates , will be freely tradeable, without restriction, in the public market immediately following this offering, unless they are purchased by one of our affiliates.

Our directors, executive officers and holders of more than 5.0% or more of our outstanding shares of common stock or securities convertible into or exchangeable for shares of our common stock have entered into lock -up agreements with the Representative pursuant to which they may not, with limited exceptions, for a period of 180 days from the date of this prospectus, offer, sell or otherwise transfer or dispose of any of our securities, without the prior written consent of the Representative. Sales of these shares, or perceptions that they will be sold, could cause the trading price of our common stock to decline. After the lock -up agreements expire, up to an additional approximately 18.2 million shares of common stock will be eligible for sale in the public market, which will be held by directors, executive officers and other affiliates and will be subject to volume limitations under Rule 144 under the Securities Act of 1933, as amended (the Securities Act), in each case based on shares of common stock outstanding as of March 31, June 30, 2026, and without giving effect to any potential purchases by such persons in this offering.

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the exclusive right of our board of directors unless the board of directors grants such right to the stockholders, to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

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a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

the required approval of at least 66 -2 /3% of the shares entitled to vote to adopt, amend or repeal our amended and restated bylaws or repeal amend the provisions of our certificate of incorporation regarding the number, election and removal term of directors;

an exclusive forum provision providing that the Court of Chancery of the State of Delaware will be the exclusive forum for certain actions and proceedings, and that the Court of Chancery and the federal district court for the District of Delaware will have concurrent jurisdiction over actions arising under the Securities Act;

the requirement that a special meeting of stockholders may be called only by the board of directors or by the Secretary following receipt of written demands from stockholders of record holding at least 20% of the voting power of our outstanding shares, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors; and advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders meeting, which may discourage or deter a potential acquiror from conducting a solicitation of proxies to elect the acquiror s own slate of directors or otherwise attempting to obtain control of us.

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Our certificate of incorporation and bylaws provide that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a claim of breach of fiduciary duty, any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our certificate of incorporation or our bylaws, or any action asserting a claim against us that is governed by the internal affairs doctrine; provided that, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction; and provided further that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state or federal court sitting in the State of Delaware. Nothing in our certificate of incorporation and bylaws precludes stockholders that assert claims under the Exchange Act from bringing such claims in state or federal court, subject to applicable law. Our certificate of incorporation also provides that the federal district courts Court of Chancery of the United States State of America will be Delaware and the exclusive forum federal district court for resolving any complaint asserting a cause the District of Delaware will have concurrent jurisdiction over any action arising under the Securities Act. The exclusive forum provision will be applicable to the fullest extent permitted by applicable law, subject to certain exceptions. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. It should be noted, however, that there is uncertainty as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

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Use of proceeds 5 changes

We estimate that the net proceeds to us from the sale of shares of our common stock in this offering will be approximately $27,500,000, $26,925,000, based upon the assumed initial public offering price of $6.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. If the underwriters over -allotment option to purchase additional shares of common stock from us is exercised in full, we estimate that the net proceeds to us would be approximately $31,500,000, $31,065,000, after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use the majority of the net proceeds from the offering to support product development activities for our leading drug delivery candidates, including conducting clinical development and managing our regulatory affairs for our product candidates; and for working capital and other general corporate purposes, including payment of certain outstanding trade payables and amounts due and owing to related parties.

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approximately $6.7 million to fund several IIT studies at certain major academic centers of STAR -LLD-SC in combinations with CAR -T cell therapies and bispecific antibodies in RRMM and lymphoma;

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the balance of approximately $8.2 $7.6 million to fund at least fifteen months of working capital and other general corporate purposes.

Each $1.00 increase or decrease in the assumed initial public offering price of $6.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease the net proceeds that we receive from this offering by approximately $5.0 $4.6 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions payable by us. Similarly, each increase or decrease of 1.0 million in the number of shares of common stock offered by us would increase or decrease the net proceeds that we receive from this offering by approximately $6.0 $5.5 million, assuming the assumed initial public offering price remains the same and after deducting the estimated underwriting discounts and commissions payable by us.

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Based on our current plans, we believe that the net proceeds from this offering, together with our existing cash, will be sufficient to fund our operations through 2026. 2027.

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Dividend policy 1 change

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32,723,596 32,727,001 shares of our common stock, including 9,935,196 shares of our common stock issuable in the future, if at all, upon the exchange of an equal number of Exchangeable Shares;

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Capitalization 14 changes

The following table sets forth our cash as well as our capitalization, as of March 31, June 30, 2026 as follows:

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As of March 31, 2026

The pro forma information set forth in the table below is illustrative only and will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table together with our consolidated financial statements and related notes, and the sections titled Selected Consolidated Summary Financial and Other Data and Management s Discussion and Analysis of Financial Condition and Results of Operations that are included elsewhere in this prospectus.

As of June 30 , 2026

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Common stock, $0.001 par value, 200,000,000 shares authorized (32,362,606 (32,727,001 issued and outstanding actual and 37,362,606 37,727,001 pro forma) (4 )

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(1) The actual capitalization data represents the historical capitalization data of Starton Holdings, Inc. as of March 31, June 30, 2026 which includes the effects of our Reorganization in November 2025 whereby all shares of Starton Therapeutics, Inc. were exchanged for an equal number of shares in Starton Holdings, Inc. and our post -Reorganization 1 -for-3 reverse stock split on December 9, 2025.

(2) The offering adjustments data represents the capitalization data of Starton Holdings, Inc. and reflects the issuance and sale by us of 5,000,000 shares of our common stock in this offering, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, at an assumed initial public offering price of $6.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, the reclassification of deferred offering costs as a reduction to the proceeds for the initial public offering and the payment of $317,157 $500,000 in accrued offering expenses. incurred by the Company as of March 31, 2026.

(3) The pro forma as adjusted data represents the capitalization data of Starton Holdings, Inc. and reflects the adjustments described in footnote (2) to this table. Each $1.00 increase or decrease in the assumed initial public offering price of $6.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the amount of our pro forma cash, additional paid -in capital, total stockholders equity (deficit), and total capitalization by $4.7 $4.6 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions payable by us. An increase or decrease of 1.0 million shares in the number of shares offered by us would increase or decrease, as applicable, the amount of our pro forma as adjusted cash, additional paid -in capital, total stockholders equity (deficit), and total capitalization by $5.6 $5.5 million, assuming the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions payable by us.

(4) Includes 32,362,606 shares of common stock issued and outstanding as of June 30, 2026 per the Company s interim financial statements, plus 364,395 shares issuable pursuant to outstanding common stock subscriptions and shares to be issued for services as of the date of this prospectus.

If the underwriters over -allotment option to purchase additional shares of common stock from us were exercised in full, pro forma cash, additional paid -in capital, total stockholders equity (deficit), total capitalization, and shares outstanding as of March 31, June 30, 2026 would be $33,852,204, $118,279,143, $29,024,082, $62,876,286, $32,428,049, $117,213,178, $24,596,547, $57,024,596, and 38,112,606, 38,477,001, respectively.

The number of shares of common stock that will be outstanding after this offering, after giving effect to the issuance of outstanding common stock subscriptions, is based on 37,362,606 37,727,001 shares of common stock outstanding as of March 31, June 30, 2026; however, it excludes the following:

7,488,778 shares of common stock issuable upon the exercise of outstanding stock options as of March 31, June 30, 2026, issued under our 2025 Omnibus Equity Incentive the Plan;

844,555 shares of common stock reserved for issuance pursuant to future awards under our Omnibus Equity Incentive the Plan; and

287,500 250,000 shares of common stock (or 287,500 shares if the underwriters exercise their over -allotment option in full) that may be issued upon the exercise by of the underwriters of their warrants. and

Dilution 14 changes

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Our March 31, June 30, 2026 historical financial statements reflect the corporate reorganization described in Reorganization included elsewhere in this prospectus and our December 2025 1 -for-3 reverse stock split. Net tangible book deficit per share is determined by dividing our total assets, less our net intangible assets and our total liabilities by the number of shares of our common stock outstanding. Our historical net tangible book deficit as of March 31, June 30, 2026 was $3.1 $5.3 million, or $0.09 $(0.17) per share. Our pro forma net tangible book value as of March 31, June 30, 2026 was $24.5 $21.6 million (calculated as the historical net tangible book deficit as of March 31, June 30, 2026 plus the gross proceeds from the sale of the offering of $30.0 million, net, less the cash underwriting discount of $2.1 million, the non -accountable expense allowance of $0.3 million, the accountable expense reimbursement of approximately $0.2 million and payment of offering expenses of $0.3 approximately $0.5 million), or $0.53 $0.47 per share, based on the total number of shares of our common stock outstanding as of March 31, June 30, 2026 after giving effect to the issuance of common stock subscriptions at the time of the offering, the representative underwriters warrants, common stock issuance upon exercise of the 2025 Omnibus Equity Incentive Plan and common stock reserved for issuance of future rewards awards under the Omnibus Equity Incentive Plan. The table illustrates the calculation of our pro forma net tangible book value per share as of March 31, June 30, 2026:

Historical net tangible book deficit as of March 31, June 30, 2026

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Common stock outstanding prior to this offering as of March 31, June 30, 2026

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Common stock included in the Underwriter Underwriters Warrants

Common stock issuable upon exercise of 2025 Omnibus Equity Incentive the Plan

Common stock reserved for issuance of future rewards awards under the Omnibus Equity Incentive Plan

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Pro forma net tangible book value per share as of March 31, June 30, 2026

After giving effect to the sale by us of 5,000,000 shares of our common stock in this offering at the assumed initial public offering price of per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us, our pro forma net tangible book value as of March 31, June 30, 2026 would have been $24.5 $21.6 million, or $0.53 $0.47 per share. This represents an immediate increase in pro forma net tangible book value of $0.62 $0.64 per share to our existing stockholders and an immediate dilution in pro forma net tangible book value of $5.47 $5.53 per share to investors purchasing shares of our common stock in this offering at the assumed initial public offering price. The following table illustrates this dilution:

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Historical net tangible book deficit per share as of March 31, June 30, 2026 (0.09 (0.09 (0.17 (0.17

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Pro forma net tangible book value per share as of March 31, June 30, 2026

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If the underwriters over -allotment option to purchase additional shares of our common stock from us is exercised in full, the pro forma net tangible book value per share of our common stock, as adjusted to give effect to this offering, would be $0.61 $0.55 per share, and the dilution in pro forma net tangible book value per share to new investors purchasing shares of our common stock in this offering would be $5.39 $5.45 per share.

The following table presents, as of March 31, June 30, 2026, on a pro forma basis as described above and after giving effect to the sale of shares of common stock by us in this offering at an assumed initial public offering price of $6.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, the differences between the existing stockholders and the new investors purchasing shares of our common stock in this offering with respect to the number of shares purchased from us, the total consideration paid or to be paid to us, which includes net proceeds received from the issuance of shares of our common stock and the average price per share paid or to be paid to us at the assumed initial public offering price of $6.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:

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Each $1.00 increase or decrease in the assumed initial public offering price of $6.00 per share, which is the midpoint of the estimated offering price range set forth on the cover page of this prospectus, would increase or decrease, as applicable, the total consideration paid by new investors and total consideration paid by all stockholders by approximately $5.0 million, assuming that the number of shares of our common stock offered by us, as set forth on the cover page of this prospectus, remains the same. and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 1.0 million in the number of shares of our common stock offered by us would increase or decrease the total consideration paid by new investors and total consideration paid by all stockholders by approximately $6.0 million, assuming the assumed initial public offering price remains the same. and after deducting the estimated underwriting discounts and commissions payable by us.

Except as otherwise indicated, the above discussion and tables assume no exercise of the underwriters over -allotment option to purchase additional shares of our common stock from us. If the underwriters over -allotment option to purchase additional shares of our common stock were exercised in full, our existing stockholders would own 81% 85% and our new investors would own 19% 15% of the total number of shares of our common stock outstanding upon completion of this offering.

MD&A 37 changes

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We are a clinical -stage biotechnology company focused on improving standard -of -care therapies for people with cancer through application of our proprietary platform of delivery technology systems. We use continuous delivery of FDA -approved , active ingredients in an attempt to develop and bring products to market in either new indications or with enhanced outcomes in existing indications. In collaboration with our consulting company, McKinsey & Company, we evaluated over 80,000 potential applications to identify those applications where we believed our continuous delivery platform would bring the most benefit to patients. Based on the results of that evaluation, we are focused initially on the treatment of hematologic malignancies (blood cancers).

Our lead programs, STAR -LLD , are continuous delivery systems of the generic form of Revlimid (lenalidomide), which is a prescription medicine owned by Bristol Myers Squibb that is currently used to treat adults with MM and certain lymphomas. With STAR -LLD , we are seeking to develop both a subcutaneous and an oral controlled release formulation in parallel to improve the probability of success. We are pursuing multiple indications in multiple myeloma and chronic lymphocytic leukemia, and potentially expanding in other cancers, including B cell lymphomas and solid tumors as well as in combination with CAR -T therapies and bispecific antibodies.

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Immunomodulatory drugs (IMiDs) are the mainstay of early treatment in a number of hematologic malignancies with a potential market of approximately $12 billion as of 2020. We believe our proprietary continuous delivery platform can potentially increase efficacy of approved drugs, make them more tolerable, and expand their potential use; however, we have not obtained regulatory approvals for our product candidates and there can be no assurances that we will obtain regulatory approval in the time frame we anticipate or ever. Our strategic platforms aim to provide a controlled, sustained release. The use of the continuous delivery of lenalidomide allows for lower peaks and higher troughs which provide therapeutic blood levels for the entirety of the dosing interval whereas once -daily oral dosing is associated with sub -therapeutic blood levels of lenalidomide during each day s dosing.

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Comparison of the Three Months Ended June 30, 2026 and 2025

For the Three Months

Research and development

Research and development related party

General and administrative

General and administrative related party

Total operating expenses

Other income (expense):

Interest income (expense), net

Interest expense related party

Gain (loss) from change in fair value of warrant liability

Other income (expenses), net

Total other (expense) income, net

Net loss per common share basic and diluted

Weighted average common shares basic and diluted (1)

Other comprehensive loss:

Foreign currency translation adjustments

General and Administrative Expense

General and administrative expenses were $1.6 million for the three months ended June 30, 2026, as compared to $1.7 million for the three months ended June 30, 2025. The decrease of $0.1 million, or 5.5%, is primarily due to lower stock -based compensation expense, partially offset by increased professional fees for services and facilities and other expenses.

27 unchanged paragraphs

The primary focus of our research and development efforts has been on the continued testing and development of our lenalidomide program. Research and development expenses were $8.1 $7.5 million for the year ended March 31, 2026, consisting of approximately $4.2 million for our lenalidomide program, $2.2 million for stock based compensation and $1.7 million for other research and development expenses that are not delineated and operating expenses associated with research and development. This compares to expenditures of $7.6 million for the year ended March 31, 2025, consisting of $4.0 million for our lenalidomide program, $1.6 million for stock based stock-based compensation and $2.0 million for other research and development expenses. The increase of $0.5 million, or 7.4%, was primarily due to increased stock based compensation.

$1.7 million for other research and development expenses that are not delineated and operating expenses associated with research and development. This compares to expenditures of $7.6 million for the year ended March 31, 2025, consisting of $4.0 million for our lenalidomide program, $1.6 million for stock based compensation and $2.0 million for other research and development expenses. The decrease of $0.1 million, or 0.9%, was primarily due to decreased other research and development expenses.

3 unchanged paragraphs

We have historically sourced our liquidity requirements primarily with cash flow from financing activities, such as equity issuances. To date, we have raised gross proceeds of approximately $54 million from the issuance of common stock. As of March 31, 2026 and June 30, 2026, we had cash of approximately $1.8 million and $1.4 million, respectively.

4 unchanged paragraphs

Net (decrease) in cash

Net Cash Used in Operating Activities

Net cash used in operating activities for the three months ended June 30, 2026 increased by $0.5 million compared to the same period in the prior year. The increase was primarily due to unfavorable changes in accounts payable and accounts payable related party, partially offset by a lower net loss and non -cash charges related to amortization of debt discount on the Bridge Notes.

Net Cash Provided by Financing Activities

Net cash provided by financing activities for the three months ended June 30, 2026 was $0.8 million higher than the prior -year period due to $1.9 million in proceeds from the issuance of promissory notes, partially offset by payments of deferred offering costs, versus $0.9 million in proceeds from common stock subscriptions in the prior -year period.

Net cash (used in) operating activities

Net cash (used in) investing activities

Net cash provided by financing activities

15 unchanged paragraphs

On April 2, 2024, we executed an engagement letter with Titan Advisory Services LLC ( Titan Advisory ), a firm owned and managed by Saleem Elmasri, the Company s Chief Financial Officer, whereby Titan Advisory will provide provided various services, including: developing a go -public strategy, successfully listing on Nasdaq and conducting an Initial Public Offering, assisting with investor relations, investor materials, and shareholder communications as needed, and business development collaboration efforts. We are were obligated to pay Titan Advisory a fee of $9,500 per month, which amount is was payable in common stock, valued at $5.58 (after giving effect to the December 2025 1 -for-3 reverse stock split). We recognize The engagement letter was terminated in connection with Mr. Elmasri s appointment as Chief Financial Officer of Starton. As of the date of this obligation prospectus, 68,938 shares of common stock have been issued to and 15,244 shares are to be issued to Titan Advisory for services rendered under this engagement. The shares to be issued are recognized as common stock to be issued on the consolidated balance sheet.

10 unchanged paragraphs

Balance at June 30, 2026

Common stock subscriptions issued

Common stock to be issued for services

9 unchanged paragraphs

Business 5 changes

1 unchanged paragraph

Our lead programs, STAR -LLD , are a continuous delivery system of the generic form of Revlimid (lenalidomide), which is a prescription medicine owned by Bristol Myers Squibb that is currently used to treat adults with MM and certain lymphomas. With STAR -LLD , we are seeking to develop both a subcutaneous and an oral controlled release formulation in parallel to improve the probability of success. We are pursuing multiple indications in multiple myeloma and chronic lymphocytic leukemia, and potentially expanding in other cancers, including B -cell lymphomas and solid tumors, as well as in combination with CAR -T therapies and bispecific antibodies. However, we have not obtained regulatory approvals for our lead program or other programs, and there can be no assurances that we will obtain regulatory approval in the time frame we anticipate or ever.

38 unchanged paragraphs

In MM, a Phase 2a study is underway in second -line or greater relapsed/refractory MM patients age 18 years or older receiving treatment with a triplet regimen containing a proteasome inhibitor, dexamethasone, and lenalidomide continuous infusion is planned. This study will evaluate four (4) cohorts of six (6) patients each (3 (2 cohorts of different STAR -LLD-SC doses of 300 g/h (7.2 mg/day), 500 g/h (12 mg/day), or 600 g/h (14.4 mg/day) and 1 cohort of Revlimid 25 mg a day) for determining the optimal and minimal effective dose based on signals of safety and efficacy necessary to select the recommended phase 3 dose for the pivotal registration studies. We received comments from the FDA requesting a data summary of the Phase 1b data, which had already been provided to the agency a year prior at the End of Phase 1 (EOP1) meeting, as well as several changes to the protocol, which included eliminating the use of Maximum Tolerated Dose (MTD) in favor of optimized dose selection, optimal sample sizes for cohorts, creatinine clearance limits, eliminating the low dose cohort, clarifying drug formulation, and clarifying the pharmacodynamic assessments, all of which were made or addressed and there are no outstanding FDA comments on the protocol at this time. As of March 31, 2026, one patient has been dosed. The study is open for enrollment, and data from the Phase 1b cohort patients on individual and group endpoints has been provided to the FDA, but no formal analysis has been completed at this early timepoint. An expansion group of up to forty -five (45) sixty (60) patients may be treated at the RP2D. These signals will be evaluated/compared by daily dose and include 1) adverse events associated with the treatment, 2) the objective response rate categorized by complete response, very good partial response, partial response, duration of response, and progression free survival. We anticipate an equivalent or better efficacy response and enhanced tolerability compared to the Revlimid comparator cohort with the triplet.

26 unchanged paragraphs

The table above lists the adverse events which occurred in more than 2 patients and those which were drug related. All six (6) patients experienced adverse events of special interest, including fatigue; diarrhea; injection site erythema and injection site reaction/erythema/injection site rash; bone pain, injection site rash, myalgia, systemic rashb; rash; and anemia, iron deficiency anemia, injection site bruising, injection site irritation, injection site pain, muscular weakness, neck pain, and pyrexia.

56 unchanged paragraphs

Starton is actively planning to fund support several IIT studies at certain major academic centers in the United States in lymphoma and multiple myeloma in patients who have progressed following CAR -T therapy with lymphoma and in RRMM patients in combination with CAR -T for the first 30 -days after the infusion to improve the biochemical response to treatment over CAR -T alone. These programs are currently underway in terms of protocol generation and contract negotiations with the investigative sites. These studies, which are expected to start at the end of Q2/2026, Q2/2027, will provide insight into the mechanisms and success rate of STAR LLD -SC in each population. They will form The basis of the Phase 1 requirements Company plans to use these studies as support for a an Investigational New Drug (IND) application (NDA) for the enhancement and success of the combination in patient outcomes. We believe if the studies are successful that we will request the FDA allow us to perform a phase two registration trial based on accelerated approval in one of the two indications and will follow with the second approval subsequent to the initial NDA.

12 unchanged paragraphs

Our four (4) pending international patent applications that are awaiting nationalization include: (1) PCT Application No. PCT/IB2024/060778 for Molecular Solid Suspensions for Transdermal Drug Delivery; (2) PCT Application No. PCT/US2025/010176 for Solid State Active Pharmaceutical Compositions for Transdermal Drug Delivery; (3) PCT Application No. PCT/US2026/010545 for Non -Aqueous Stable Solutions for Subcutaneous Drug Delivery; and (4) PCT Application No. PCT/US2026/012289 for Controlled Release Delivery of Low Water Solubility Compounds Via Oral Administration.

7 unchanged paragraphs

Management 10 changes

1 unchanged paragraph

The following table sets forth information regarding our executive officers and directors, including their ages as of March 31, June 30, 2026:

9 unchanged paragraphs

Scott L. Kahn has been our Chief Financial Officer since October 2022. Mr. Kahn has more than 35 years of finance and accounting experience in diverse organizations from start -ups to Fortune 500 companies. Prior to Starton, from 2006 to 2021, Mr. Kahn served as CFO and Vice President at Diopsys, Inc, a medical device company, where he was responsible for overseeing accounting, finance, human resources and investor relations. Following Diopsys, Mr. Kahn was Chief Financial Officer for Milestone Scientific, Inc. and had consulting engagements with Aquestive Therapeutics as Corporate Controller and Phibro Animal Health as Regional Controller. Mr. Kahn received a B.A. in Accounting from Franklin and Marshall College and an M.B.A. in International Business from Rutgers University. He is a Certified Public Accountant licensed in the State of New York and a Chartered Global Management Accountant.

Saleem Elmasri has been our Chief Financial Officer since September 2026. Since September 2020, he has served as Managing Partner at Titan Advisory, a boutique advisory firm focused on providing collaborative and customized financial operations and CFO services to early -stage companies. In his capacity at Titan, since November 2025, Mr. Elmasri has served as chief financial officer for both Drugs Made In America Acquisition Corp. and Drugs Made In America Acquisition II Corp and since January 2023, as chief financial officer for Jupiter Neurosciences Inc. He previously served as a director of Liberty Star Uranium & Metals Corp. from August 2023 to December 2025, where he served on the nominating, compensation, and audit committees. Mr. Elmasri also served as a director of Trans American Aquaculture, Inc. from March 2024 to December 2024, where he was chair of the audit committee. He also served as chief financial officer for Bright Green Corporation from February 2022 to December 2024. From September 2020 to April 2021, Mr. Elmasri was a consultant to DLA LLC, a professional services firm providing clients internal audit, accounting advisory, and corporate finance services. Mr. Elmasri is a CPA and seasoned business professional with 20 years of experience in accounting, financial and management consulting. Mr. Elmasri began his career at PwC and worked on several of the firm s Fortune 500 clients, primarily focused on the Life Sciences and Pharmaceutical industry. Mr. Elmasri received B.S. degrees in Accounting and Finance from Rutgers University.

Mr. Elmasri succeeded Scott L. Kahn, who served as the Company s Chief Financial Officer from October 2022 until his retirement effective September 7, 2026. Additional information regarding Mr. Kahn s separation from the Company is set forth under Executive Compensation Agreements with Named Executive Officers elsewhere in this prospectus.

15 unchanged paragraphs

Our board of directors has undertaken a review of the independence of each director and considered whether each director has a material relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Our board of directors determined that each of Eric Baum, Moses Dodo, Nitin Kaushal and Roy Waldron is an independent director as defined under the applicable rules and regulations of the SEC and the listing requirements and rules of Nasdaq. In making these determinations, our board of directors reviewed and discussed information provided by the directors and by us with regard to each director s business and personal activities and relationships as they may relate to us and our management, including the beneficial ownership of our common stock by each non -employee director and the transactions involving them described in the section titled Certain Relationships and Related Party Transactions and Director Independence.

63 unchanged paragraphs

In May 2026, the Company issued certain promissory notes in favor of Pedro Lichtinger and certain members of the Board of Directors of the Company, evidencing their loans to the Company in the principal amount of $500,000 and $160,000 in the aggregate, respectively. The outstanding principal balance of each of the notes bears interest at the rate of 12% per annum and requires monthly payments of interest only in arrears. The notes will become due and payable upon the consummation of this Offering. The notes also provide that the Company will issue to the holders a warrant to purchase shares of restricted common stock of the Company valued at 50% of the principal amount of such note and will be exercisable for a term of 3 years from the date of grant and have an exercise price per share equal to the initial public offering price plus 10%.

On September 4, 2025 (the Effective Date ), the Company and Pedro Lichtinger (CEO of the Company) (the Lender ) entered into a loan agreement, whereby the Lender agreed to loan the Company an aggregate of up to $2,000,000 to fund operations of the Company pursuant to a promissory note. The Lender advanced $1,000,000 (the First Tranche ) on the Effective Date. Further, the Lender made an additional advance to the Company in the amount of $1,000,000 (the Second Tranche ) on November 19, 2025 (the First Tranche and the Second Tranche, collectively, the Notes ). With respect to the First Tranche, this loan contains 12% interest per annum and requires monthly payments of interest only in arrears with respect to 85% of the first tranche ($850,000) (the Amortized Portion of the First Tranche ) on the first day of each month commencing October 1, 2025 and ending September 1, 2026. Thereafter, the Company will make principal and interest payments each month through September 1, 2028 in an amount necessary to amortize the Amortized Portion of the First Tranche over a 24 -month period. The First Tranche matures on September 1, 2028. Interest on the remaining 15% of the First Tranche is payable monthly until the maturity date of the First Tranche. With respect to the Second Tranche, this loan contains 12% interest per annum and requires monthly payments of interest only in arrears with respect to 85% of the Second Tranche ($850,000) (the Amortized Portion of the Second Tranche ) on the first day of each month commencing December 1, 2025 through November 1, 2026. Thereafter, the Company will make principal and interest payments each month through September 1, 2028 in an amount necessary to amortize the Amortized Portion of the Second Tranche over a 24 -month period. The Second Tranche matures on November 1, 2028. Interest on the remaining 15% of the Second Tranche is payable monthly until the maturity date of the Second Tranche. As of March 31, June 30, 2026, the Company had $2,000,000 of borrowings under the Notes. In connection with the First Tranche, the Company incurred debt issuance costs of $43,357 which will be amortized over the life of the First Tranche. In connection with the Second Tranche, the Company did not incur any incremental debt issuance costs. As of March 31, June 30, 2026, the recorded balance under of the loan, net of debt issuance costs, was $1,959,239. $1,963,131.

As of October 26, 2026, no payments toward principal have been made.

From May 12, 2026 through June 5, 2026, the Company issued unsecured promissory notes to fourteen lenders with aggregate principal of $1,925,000 (the Bridge Notes ). Pedro Lichtinger and certain members of the Board of Directors participated in the financing in the principal amounts of $500,000 and $160,000 in the aggregate, respectively. Substantially all of the Bridge Notes were issued to related parties. As of June 30, 2026, aggregate principal outstanding under the Bridge Notes was $1,925,000, of which $1,900,000 was held by related parties and $25,000 was held by a non -related party. After the debt discount, the recorded balance was $1,680,074 for the related -party notes and $22,106 for the non -related-party note. The Bridge Notes bear interest at 12% per annum and require monthly interest -only payments in arrears. The outstanding principal balance, together with all accrued and unpaid interest, becomes due and payable upon the earliest to occur of the closing of this Offering, a merger in which the Company is not the surviving entity, the sale of more than 50% of the Company s outstanding shares, the sale of substantially all of the Company s assets, or the liquidation or dissolution of the Company. In connection with the issuance of the Bridge Notes, the Company agreed to issue to each lender, upon consummation of this Offering, a warrant to purchase shares of the Company s common stock. The warrant obligation was recorded as a contingent warrant liability of $529,887 as of June 30, 2026.

From August 26, 2026 to October 21, 2026, the Company issued additional unsecured promissory notes with substantially identical terms to the Bridge Notes to four additional lenders with aggregate principal of $705,000 and to Pedro Lichtinger with principal of $200,000, for a total aggregate principal of $905,000. In connection with his note, Mr. Lichtinger will receive, upon consummation of this Offering, a warrant to purchase 15,152 shares of the Company s common stock.

Executive compensation 15 changes

2 unchanged paragraphs

Pedro Lichtinger Waisman, our Chairman and Chief Executive Officer;

James C. Oliver, our Chief Medical Officer; and

Scott L. Kahn, our former Chief Financial Officer.

5 unchanged paragraphs

(2) Scott L. Kahn retired as Chief Financial Officer of the Company effective September 7, 2026.

1 unchanged paragraph

The following table provides information regarding the Equity Incentive Plan awards for each named executive officer outstanding as of March 31, 2026 after giving effect to the December 9, 2025 1 -for-3 reverse stock split:

3 unchanged paragraphs

Former Chief Financial Officer

4 unchanged paragraphs

(5) These options vest quarterly in equal installments during the forty -eight months following the grant date.

(5) Vesting on these options was accelerated pursuant to the Separation Agreement and Release dated September 7, 2026 (the Separation Agreement ) entered into by the Company and Mr. Kahn in connection with his retirement as Chief Financial Officer effective as of September 7, 2026.

2 unchanged paragraphs

(8) Scott L. Kahn retired as Chief Financial Officer of the Company effective September 7, 2026.

1 unchanged paragraph

On May 13, 2025, the 2025 Starton Holdings, Inc. Omnibus Incentive Plan (the Plan ) was approved by the Company s stockholders and the Plan became effective upon our corporate reorganization, which was consummated on November 5, 2025. This summary of the Plan is qualified in its entirety by the actual 2025 Starton Holdings, Inc. Omnibus Incentive Plan, which will be filed as an exhibit to the registration statement of which this prospectus forms a part.

1 unchanged paragraph

The Plan permits the board of directors of the Company, or a committee or subcommittee thereof, to grant to eligible employees, non -employee directors and consultants of Holdings Starton and its subsidiaries non -statutory and incentive stock options, stock appreciation rights (SARs), restricted stock awards, restricted stock units (RSUs), deferred stock units, performance awards, non -employee director awards, and other stock -based awards. Subject to adjustment, the maximum number of shares of common stock to be authorized for issuance under the Plan is 8,333,333, of which 7,488,778 have been issued under our Plan, after giving effect to the Reorganization in November 2025 and 1 -for-3 reverse stock split in December 2025.

42 unchanged paragraphs

Subject to certain exceptions, the board has the authority to suspend or terminate the Plan or terminate any outstanding award agreement and the board has the authority to amend the Plan or amend or modify the terms of any outstanding award at any time and from time to time. No amendments to the Plan will be effective without approval of the Company s stockholders if: (a) stockholder approval of the amendment is then required pursuant to Section 422 of the Code, the rules of the primary stock exchange on which common stock the Company is then traded, applicable U.S. state and federal laws or regulations and the applicable laws of any foreign country or jurisdiction where awards are, or will be, granted under the Plan; or (b) such amendment would: (i) modify the re -pricing provisions of the Plan; (ii) increase the aggregate number of shares of common stock of the Company issued or issuable under the Plan; or (iii) reduce the minimum exercise price or grant price as set forth in the Plan. No termination, suspension or amendment of the Plan or an award agreement shall adversely affect any award previously granted under the Plan without the written consent of the participant holding such award.

Plan; (ii) increase the aggregate number of shares of common stock of the Company issued or issuable under the Plan; or (iii) reduce the minimum exercise price or grant price as set forth in the Plan. No termination, suspension or amendment of the Plan or an award agreement shall adversely affect any award previously granted under the Plan without the written consent of the participant holding such award.

3 unchanged paragraphs

Scott L. Kahn. On March 1, 2023, September 7, 2026, Mr. Kahn retired from the Company as its Chief Financial Officer. Effective September 7, 2026, Starton entered into an Executive Employment the Separation Agreement with Mr. Kahn pursuant to which governs Starton agreed to pay Mr. Kahn all accrued but unpaid salary and vacation days and bonuses and a lump sum payment in an amount equal to 12 months base salary as a severance payment, in each case payable upon the earlier of the closing of an initial public offering, closing of a private placement resulting in Starton raising at least $15 million or 12 months following the effective date of the Separation Agreement. In addition, Starton agreed to continue Mr. Kahn s participation in Starton s welfare benefit plans for 6 months and to vest all unvested stock options or other equity interests granted to Mr. Kahn by Starton as of the separation date and to extend the exercise period of all options until 90 days after the expiration of Mr. Kahn s lock -up agreement with Starton. Prior to Mr. Kahn s retirement, Mr. Kahn s employment agreement, dated March 1, 2023, governed the terms of his engagement employment as Chief Financial Officer. Mr. Kahn s employment agreement provided for an annual base salary is of $222,600 per year and that, upon consummation of this offering, Mr. Kahn will would be eligible to receive an annual cash bonus award in an amount of 40% of his base salary for the applicable calendar year based on achievement of targets and goals set by Starton s board of directors. Pursuant to his In addition, the employment agreement provided that, if Mr. Kahn s employment is was terminated by Starton without Cause or if Mr. Kahn resigns resigned for Good Reason (as such terms are defined in the employment agreement), he is would be entitled to a lump sum payment in an amount equal to 12 months base salary as a severance payment.

Saleem Elmasri. On September 8, 2026, Starton entered into an employment agreement (the Employment Agreement ) with Mr. Elmasri which governs the terms of his engagement as Chief Financial Officer. Mr. Elmasri s base salary is $430,000 per year and he will be eligible to receive an annual cash bonus with a target of 40% of his base salary based on achievement of targets and goals set by Starton s board of directors. In addition, in connection with the closing of this offering, Mr. Elmasri will be granted restricted stock units representing 0.60% of Starton s common stock outstanding as of the closing of this offering, which restricted stock units will be subject to vesting. Pursuant to the Employment Agreement, if Mr. Elmasri s employment is terminated by Starton without Cause or Mr. Elmasri resigns for Good Reason (as such terms are defined in the Employment Agreement), he is entitled to a lump sum payment in an amount equal to 6 months base salary as a severance payment and any unvested restricted stock units issued in connection with the Employment Agreement will accelerate and vest.

Related-party transactions 10 changes

5 unchanged paragraphs

On September 9, 2019, Starton entered into a research service agreement with Transdermal Research Pharma Laboratories LLC (the Lab ), whereby Starton agreed to sponsor research studies at the Lab in connection with certain transdermal patch technology. Fotios Plakogiannis, an owner and the managing director of the Lab, is also a principal stockholder of Starton and was a director of Starton until October 2025. The research service agreement has a 6 -year term with a termination date of September 9, 2025. The research service agreement provides for a monthly payment of $90,000 per month for six years commencing June 1, 2019, a portion of which has been deferred and remains due and owing as described in Deferred Consulting and Service Fees below. The research service agreement covers various research services, including research relating to other product candidates that Starton is not currently pursuing. On May 27, 2025, the Company and Transdermal Research Pharma Laboratories LLC executed a termination of research service agreement whereby the research the Company was sponsoring at the Lab was be terminated effective November 30, 2025. As of March 31, 2026, approximately $2.3 million of monthly fees under the research service agreement remain outstanding.

1 unchanged paragraph

On November 16, 2017, Starton entered into an assignment agreement with Alpha to Omega Pharmaceutical Consultants, Inc. ( AOPC ), whereby Starton issued 2,777,778 shares (after giving effect to the December 2025 1 -for-3 reverse stock split) of its common stock at $0.009 per share for AOPC s transdermal patch technology. Fotios Plakogiannis, the president of AOPC, is a principal stockholder of Starton. Pursuant to the assignment agreement, 1,666,667 shares (after giving effect to the December 2025 1 -for-3 reverse stock split) of Starton s common stock are to be issued to a designee of AOPC upon the Lab meeting certain milestones as to the feasibility of two potential transdermal delivery patches. On March 28, 2018, the assignment agreement was amended to change the designee to a former director and stockholder. In October 2018, in connection with the Lab achieving certain milestones for the feasibility of two potential transdermal delivery patches, Starton issued 555,556 1,666,667 shares (after giving effect to the December 2025 1 -for-3 reverse stock split) of its common stock to a designee of AOPC at $7.47 $2.49 per share, the fair value of the Company s common stock as of the date that milestones were achieved.

9 unchanged paragraphs

On October 1, 2018, the Company entered into a Consulting Agreement with Kiriakos Capital for Kiriakos Capital Ltd. to provide investor relations and financing consulting services. Kiriakos Perperidis is an owner and officer of Kiriakos Capital Ltd. and beneficially owns more than 5% of our outstanding shares of common stock. The Consulting Agreement provides for a cash consulting fee of $6,000 per month, $96,000 $84,000 of which has been deferred and remains due and owing as set forth in Deferred Consulting and Service Fees below.

Service Provider Agreement with Titan Advisory

On April 2, 2024, Starton entered into an engagement letter with Titan Advisory, a firm owned and managed by Saleem Elmasri, the Company s Chief Financial Officer, whereby Titan Advisory provided various services, including developing a go -public strategy, successfully listing on Nasdaq and conducting an Initial Public Offering, assisting with investor relations, investor materials, and shareholder communications as needed, and business development collaboration efforts. Starton was obligated to pay Titan Advisory a fee of $9,500 per month, which amount was payable in shares of common stock valued at $5.58 per share (after giving effect to the December 2025 1 -for-3 reverse stock split). The engagement letter was terminated in connection with Mr. Elmasri s engagement as Chief Financial Officer of Starton. As of the date of this prospectus, 68,938 shares of common stock have been issued to and 15,244 shares are to be issued to Titan Advisory for services rendered under this engagement.

2 unchanged paragraphs

In May 2026, the Company issued certain promissory notes in favor of Pedro Lichtinger and certain members of the Board of Directors of the Company, evidencing their loans to the Company in the principal amount of $500,000 and $160,000 in the aggregate, respectively. The outstanding principal balance of each of the notes bears interest at the rate of 12% per annum and requires monthly payments of interest only in arrears. The notes will become due and payable upon the consummation of this Offering. The notes also provide that the Company will issue to the holders a warrant to purchase shares of restricted common stock of the Company valued at 50% of the principal amount of such note and will be exercisable for a term of 3 years from the date of grant and have an exercise price per share equal to the initial public offering price plus 10%.

On September 4, 2025 (the Effective Date ), the Company and Pedro Lichtinger (CEO of the Company) (the Lender ) entered into a loan agreement, whereby the Lender agreed to loan the Company an aggregate of up to $2,000,000 to fund operations of the Company pursuant to a promissory note. The Lender advanced $1,000,000 (the First Tranche ) on the Effective Date. Further, the Lender made an additional advance to the Company in the amount of $1,000,000 (the Second Tranche ) on November 19, 2025 (the First Tranche and the Second Tranche, collectively, the Notes ). With respect to the First Tranche, this loan contains 12% interest per annum and requires monthly payments of interest only in arrears with respect to 85% of the first tranche ($850,000) (the Amortized Portion of the First Tranche ) on the first day of each month commencing October 1, 2025 and ending September 1, 2026. Thereafter, the Company will make principal and interest payments each month through September 1, 2028 in an amount necessary to amortize the Amortized Portion of the First Tranche over a 24 -month period. The First Tranche matures on September 1, 2028. Interest on the remaining 15% of the First Tranche is payable monthly until the maturity date of the First Tranche. With respect to the Second Tranche, this loan contains 12% interest per annum and requires monthly payments of interest only in arrears with respect to 85% of the Second Tranche ($850,000) (the Amortized Portion of the Second Tranche ) on the first day of each month commencing December 1, 2025 through November 1, 2026. Thereafter, the Company will make principal and interest payments each month through September 1, 2028 in an amount necessary to amortize the Amortized Portion of the Second Tranche over a 24 -month period. The Second Tranche matures on November 1, 2028. Interest on the remaining 15% of the Second Tranche is payable monthly until the maturity date of the Second Tranche. As of March 31, June 30, 2026, the Company had $2,000,000 of borrowings under the Notes. In connection with the First Tranche, the Company incurred debt issuance costs of $43,357 which will be amortized over the life of the First Tranche. In connection with the Second Tranche, the Company did not incur any incremental debt issuance costs. As of March 31, June 30, 2026, the recorded balance under of the loan, net of debt issuance costs, was $1,959,239. $1,963,131.

From May 12, 2026 through June 5, 2026, the Company issued the Bridge Notes to fourteen lenders with aggregate principal of $1,925,000. Pedro Lichtinger and certain members of the Board of Directors participated in the financing in the principal amounts of $500,000 and $160,000 in the aggregate, respectively. Substantially all of the Bridge Notes were issued to related parties. As of June 30, 2026, aggregate principal outstanding under the Bridge Notes was $1,925,000, of which $1,900,000 was held by related parties and $25,000 was held by a non -related party. After the debt discount, the recorded balance was $1,680,074 for the related -party notes and $22,106 for the non -related-party note. The Bridge Notes bear interest at 12% per annum and require monthly interest -only payments in arrears. The outstanding principal balance, together with all accrued and unpaid interest, becomes due and payable upon the earliest to occur of the closing of this Offering, a merger in which the Company is not the surviving entity, the sale of more than 50% of the Company s outstanding shares, the sale of substantially all of the Company s assets, or the liquidation or dissolution of the Company. In connection with the issuance of the Bridge Notes, the Company agreed to issue to each lender, upon consummation of this Offering, a warrant to purchase shares of the Company s common stock. The warrant obligation was recorded as a contingent warrant liability of $529,887 as of June 30, 2026.

1 unchanged paragraph

In order to preserve Starton s cash resources, certain of its officers and directors have periodically agreed to defer, without interest, certain outstanding consulting and service fees that remain due and owing as of March 31, October 26, 2026, and that are expected to be repaid following this offering, as follows:

10 unchanged paragraphs

(1) Fotios Plakogiannis is also a principal stockholder and was a former director of Starton until October 2025 .

4 unchanged paragraphs

Principal stockholders 15 changes

4 unchanged paragraphs

Our determination of beneficial ownership after this offering is based on 38,473,596 38,477,001 shares of our common stock outstanding after closing of the offering, after giving effect to the Reorganization in November 2025 and our December 9, 2025 1 -for-3 reverse stock split, and includes shares of our common stock issuable in the future, if at all, upon the exchange of an equal number of exchangeable shares of Exchangeco, and assumes the underwriters exercise their over -allotment option in full, resulting in 5,750,000 shares of common stock sold in the offering. Unless otherwise indicated, the business address of each such beneficial owner is c/o 215 College Road, Suite 300 Paramus, NJ 07652.

9 unchanged paragraphs

James C. Oliver (11) (12 )

All current Executive Officers and Directors as a group (7 pers ons) (13)

1 unchanged paragraph

(1) Includes 3,174,345 shares of common stock and 188,054 shares of common stock underlying options that have vested and are exercisable as of the date of this prospectus or will vest and become exercisable within 60 days after such date. Includes 7,576 shares of common stock issuable upon exercise of a warrant to be issued upon closing of this offering in connection with a promissory note dated June 5, 2026. Also includes 197,368 shares held of record by Alpha to Omega Pharmaceutical Consultants, Inc. As its managing partner, Mr. Plakogiannis may be deemed to share voting and investment power of the 197,368 shares held of record by Alpha to Omega Pharmaceutical Consultants, Inc.

1 unchanged paragraph

(3) The address of James Krueger is 66 Bannatyne Drive, Toronto, Ontario, Canada M2l 2P1. Includes 37,879 shares of common stock issuable upon exercise of a warrant to be issued upon closing of this offering in connection with a promissory note dated May 26, 2026.

1 unchanged paragraph

(10) Consists of 224,682 shares of common stock underlying options that have vested and are exercisable as of the date of this prospectus or will vest and become exercisable within 60 days after such date.

(5) Consists of 4,281,266 shares of common stock, 333,333 shares of common stock that will vest upon the closing of this offering and 1,368,306 shares of common stock underlying options that have vested and are exercisable as of the date of this prospectus or will vest and become exercisable within 60 days after such date. Includes 37,879 shares of common stock issuable upon exercise of a warrant to be issued upon closing of this offering in connection with a promissory note dated May 12, 2026, and an additional 15,152 shares of common stock issuable upon exercise of a warrant to be issued upon closing of this offering in connection with a promissory note issued in October 2026.

(6) Consists of 205,667 205,666 shares of common stock and 275,299 shares of common stock underlying options that have vested and are exercisable as of the date of this prospectus or will vest and become exercisable within 60 days after such date. Includes 1,894 shares of common stock issuable upon exercise of a warrant to be issued upon closing of this offering in connection with a promissory note dated May 20, 2026.

(7) Consists of 166,667 166,666 shares of common stock and 296,804 shares of common stock underlying options that have vested and are exercisable as of the date of this prospectus or will vest and become exercisable within 60 days after such date. Includes 1,894 shares of common stock issuable upon exercise of a warrant to be issued upon closing of this offering in connection with a promissory note dated June 1, 2026.

(8) Consists of 375,162 shares of common stock underlying options that have vested and are exercisable as of the date of this prospectus or will vest and become exercisable within 60 days after such date. Includes 758 shares of common stock issuable upon exercise of a warrant to be issued upon closing of this offering in connection with a promissory note dated June 1, 2026.

(9) Consists of 5,500 shares of common stock and 160,700 shares of common stock underlying options that have vested and are exercisable as of the date of this prospectus or will vest and become exercisable within 60 days after such date. Includes 7,576 shares of common stock issuable upon exercise of a warrant to be issued upon closing of this offering in connection with a promissory note dated May 21, 2026.

(10) Scott L. Kahn retired as Chief Financial Officer of the Company effective September 7, 2026. Consists of 374,236 shares of common stock underlying options that are fully vested and exercisable as of the date of this prospectus. All unvested stock options held by Mr. Kahn were accelerated in full pursuant to the Separation Agreement and Release entered into by the Company and Mr. Kahn in connection with his retirement. Pursuant to the Separation Agreement, the exercise period for all of Mr. Kahn s options has been extended until 90 days after the expiration of Mr. Kahn s lock -up agreement with the Company. Mr. Kahn s beneficial ownership is not included in the total for all current executive officers and directors as a group.

(11) Mr. Elmasri was appointed Chief Financial Officer of the Company effective September 8, 2026. Consists of 68,938 shares of common stock issued to and 15,244 shares of common stock to be issued to Titan Advisory, of which Mr. Elmasri is the sole owner and managing partner, for services rendered pursuant to the Titan Advisory engagement letter described under Certain Relationships and Related Transactions, and Director Independence. Mr. Elmasri may be deemed to have beneficial ownership of such shares. The shares reported above do not include restricted stock units to be granted to Mr. Elmasri upon the closing of this offering pursuant to his Employment Agreement, which restricted stock units will represent 0.60% of Starton s common stock outstanding as of the closing of this offering and will be subject to vesting.

(11) (12) Consists of 737,050 shares of common stock underlying options that have vested and are exercisable as of the date of this prospectus or will vest and become exercisable within 60 days after such date.

(13) Includes shares beneficially owned by all current executive officers and directors of the Company as of the date of this prospectus (7 persons). Does not include 374,236 shares beneficially owned by Scott L. Kahn, who retired as Chief Financial Officer effective September 7, 2026. See footnote (10) above.

Description of the securities 13 changes

31 unchanged paragraphs

For additional information regarding terms of our equity incentive plan, see the section titled Executive and Director Compensation Equity Incentive Plan.

8 unchanged paragraphs

Our certificate of incorporation will provide that a special meeting of stockholders may be called at any time by our board of directors, but such special meetings may not be called by the stockholders or any other person or persons.

Our certificate of incorporation provides that a special meeting of stockholders may be called only by our board of directors pursuant to a resolution adopted by a majority of the board, or by our Secretary following receipt of one or more written demands to call a special meeting from stockholders of record who own, in the aggregate, at least 20% of the voting power of our outstanding shares. Special meetings may not be called by any other person or persons.

3 unchanged paragraphs

Effective upon the consummation of this offering, our board of directors will be divided into three classes, divided as nearly as equal in number as possible. The directors in each class will serve for a three -year term, one class being elected each year by our stockholders, with staggered three -year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three -year terms. Because our stockholders do not have cumulative voting rights, our stockholders holding a majority of the shares of common stock outstanding will be able to elect all of our directors. Our certificate of incorporation will provide for the removal of any of our directors only for cause and requires a stockholder vote by the holders of at least a 66 2/3% of the voting power of the then outstanding voting stock. For more information on the classified board, see the section titled Management Board Composition. Furthermore, any vacancy on our board of directors, however occurring, including a vacancy resulting from an increase in the size of the board, may only be filled solely by a resolution of the board majority vote of directors unless the board of remaining directors determines that such vacancies shall be filled then in office, and not by the stockholders. This system of electing and removing directors and filling vacancies may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of us, because it generally makes it more difficult for stockholders to replace a majority of the directors.

Our certificate of incorporation and bylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the exclusive forum for the following types of actions or proceedings under Delaware statutory or common law: any derivative action or proceeding brought on our behalf; any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers or stockholders other employees to us or to our stockholders; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our certificate of incorporation or our bylaws (as either may be amended from time to time); or any action asserting a claim against us that is governed by the internal affairs doctrine. As a result, any action brought by any of our stockholders with regard to any of these matters will need to be filed in the Court of Chancery of the State of Delaware and cannot be filed in any other jurisdiction; provided that, the exclusive forum provision will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction; and provided further that, if and only if the Court of Chancery of the State of Delaware dismisses any such action for lack of subject matter jurisdiction, such action may be brought in another state or federal court sitting in the State of Delaware. Nothing in our certificate of incorporation and bylaws preclude stockholders that assert claims under the Exchange Act from bringing such claims in state or federal court, subject to applicable law. With respect to any action arising under the Securities Act, our certificate of incorporation provides that the Court of Chancery of the State of Delaware and the federal district court for the District of Delaware will have concurrent jurisdiction.

3 unchanged paragraphs

The amendment of any of the above provisions in of our certificate of incorporation except for regarding the provision making it possible for our board number, election and term of our directors to issue undesignated preferred stock, would require approval by a stockholder vote by the holders of at least a 66 2/3% of the voting power of the then outstanding voting stock. In addition, the adoption, amendment or repeal of our bylaws by our stockholders requires the approval of the holders of at least 66 2/3% of the voting power of the then outstanding voting stock.

7 unchanged paragraphs

Following the completion of this offering, based on the number shares of our common stock outstanding as of March 31, June 30, 2026, after giving effect to the 1 -for-3 reverse stock split of our common stock, and assuming the underwriters over -allotment option to purchase additional shares of common stock from us is exercised in full and assuming no exercise of outstanding options after such date, we will have a total of 38,453,469 38,477,001 shares of common stock outstanding.

Of those outstanding shares, approximately 13.1 17.5 million shares (inclusive of our issued and outstanding the shares of common stock sold in this offering), representing approximately 33% 45% of the issued and outstanding shares of common stock plus all of the shares following completion of common stock sold in this offering, will be freely tradeable, except that any shares purchased in this offering by our affiliates, as that term is defined in Rule 144 under the Securities Act, would only be able to be sold in compliance with the Rule 144 limitations described below.

The remaining outstanding shares of common stock, representing approximately 47% 55% of the issued and outstanding shares of common stock following completion of this offering, will be deemed restricted securities as defined in Rule 144 under the Securities Act and/or are subject to the terms of a lock -up agreement with the Representative for a period of one hundred eighty (180) days after the closing date of this offering. prospectus. Restricted securities may be sold in the public market only if they are registered or if they qualify for an exemption from registration under Rule 144 or Rule 701 under the Securities Act, which rules are summarized below. These shares have been issued by the Company to its officers and directors and/or to accredited investors and service providers in exempt private placements since the completion of the Company s corporate reorganization in November 2025. Of the foregoing, approximately 15 16 million shares of common stock held by our officers, directors and holders of 5.0% or more of the outstanding shares of our common stock as of the effective date of the registration statement of which this prospectus is a part, which represent approximately 38% 41% of the issued and outstanding shares of common stock, are subject to the terms of a lock -up agreement with the Representative for a period of one hundred eighty (180) days after the closing date of this offering. prospectus. See the section titled Underwriting for a description of the lock -up agreement.

In addition, the shares of common stock of Starton Holdings issuable upon exchange of the Exchangeable Shares have not been registered under the U.S. Securities Act and accordingly are considered restricted securities and may not be sold unless the sale is registered under the U.S. Securities Act or there is an available exemption from registration. Generally, so long as the holder is not an affiliate of Starton, Holdings, such shares may be resold in accordance with Rule 144 under the Securities Act beginning six months after the date of exchange of such Exchangeable Shares (so long as Starton Holdings is subject to the reporting requirements of the U.S. Exchange Act, and is current in such reports at the time of resale).

Starton Holdings expects to file a registration statement on any form then available to it promptly following the closing of this offering in order to register under the Securities Act the shares of common stock of Starton Holdings issuable upon exchange of the Exchangeable Shares and the shares of common stock issued in exempt private placements since the completion of the corporate reorganization in November 2025.

2 unchanged paragraphs

1% of the number of shares of our common stock then outstanding, which would equal approximately 313,187 323,626 shares based on the number of shares of our common stock outstanding as of March 31, June 30, 2026; or

6 unchanged paragraphs

In connection with this offering, we, our directors, our executive officers and holders of more than 5.0% or more of our other outstanding shares of common stock or securities convertible into or exchangeable for shares of our common stock outstanding upon the closing of this offering, have agreed, subject to certain limited exceptions, with the Representative not to directly or indirectly offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of or hedge any shares of our common stock or any options to purchase shares of our common stock, or any securities convertible into or exchangeable for shares of common stock during the period from the date of the lock -up agreement continuing through and including the date 180 days after the date of this prospectus, except with the prior written consent of the Representative, and certain other limited exceptions. These agreements are described in the section of this prospectus titled Underwriting.

Plan of distribution 12 changes

Dominari Securities LLC

We expect to enter into an underwriting agreement with Dominari Securities LLC Sentinel Brokers Company, Inc. to act as the representative (the Representative ) of the underwriters named below, with respect to the shares of common stock in this offering. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to each underwriter named below and each underwriter named below has severally and not jointly agreed to purchase from us, at the public offering price per share of common stock, less the underwriting discounts set forth on the cover page of this prospectus, the number of shares of common stock listed next to its name in the following table:

Sentinel Brokers Company, Inc.

3 unchanged paragraphs

We have granted to the underwriters an option, exercisable one or more times in whole or in part, not later than 45 days after the closing date of this offering, to purchase from us up to an additional 750,000 shares of our common stock (which equals 15% of the shares of common stock initially sold in this offering), at the initial public offering price set forth on the cover page of this prospectus, less the underwriting discounts and commissions to cover over -allotments , if any. To the extent that the underwriters exercise this option, each of the underwriters will become obligated, subject to conditions, to purchase approximately the same percentage of these additional shares of common stock as the number of shares of common stock to be purchased by it in the above table bears to the total number of shares of common stock offered by this prospectus. We will be obligated, pursuant to the option, to sell these additional shares of common stock to the underwriters to the extent the option is exercised. If any additional shares of common stock are purchased, the underwriters will offer the additional shares of common stock on the same terms as those on which the other shares of common stock are being offered hereunder. If this option is exercised in full, the total offering price to the public will be $34,500,000 and the total net proceeds, before expenses and after the credit to the underwriting commissions described below, to us will be approximately $31,500,000 $31,100,000 (based on an assumed initial offering price of $6.00 per share, which is the midpoint of the price range set forth on the cover of this prospectus).

12 unchanged paragraphs

We and our officers and directors, and the holders of 5.0% or more of the outstanding shares of our common stock as of the effective date of the registration statement of which this prospectus is a part, have agreed, subject to limited exceptions, for a period of one hundred eighty (180) days after the closing date of this offering, prospectus, not to (i) offer, sell, contract to sell, pledge, grant any option, right or warrant to purchase, purchase any option to sell, make any short sale, lend or otherwise dispose of, directly or indirectly any shares of our common stock or any securities convertible into or exchangeable for our common stock either owned as of the date of the underwriting agreement or thereafter acquired or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of our capital stock, in each case, without the prior written consent of the Representative. In addition, during the same period and subject to limited exceptions, we have agreed not to (a) file or cause to be filed any registration statement with the SEC relating to the offering of any shares of our capital stock or any securities convertible into or exercisable or exchangeable for shares of our capital stock or (b) complete any offering of debt securities. The Representative may, in its sole discretion and at any time or from time to time before the termination of the lock -up period, without notice, release all or any portion of the securities subject to lock -up agreements. Based on 38,473,596 38,477,001 shares of our common stock outstanding immediately after the closing of this offering, including 9,935,196 shares of our common stock issuable in the future, if at all, upon the exchange of an equal number of Exchangeable Shares, holders of approximately 45% of our issued and outstanding shares of common stock will be subject to the foregoing lock -up agreement.

69 unchanged paragraphs

The consolidated financial statements of Starton Holdings, Inc. (F/K/A Starton Therapeutics, Inc.) as of March 31, 2026 and 2025, the related statements of operations, changes in shareholders stockholders deficit and cash flows for the years ended March 31, 2026 and 2025 and the related notes appearing in this proxy statement prospectus have been audited by CBIZ CPAs P.C., an independent registered public accounting firm, as set forth in its report thereon (which contains an explanatory paragraph relating to substantial doubt about the ability of Starton Holdings, Inc. (F/K/A Starton Therapeutics, Inc.) to continue as a going concern as described in Note 1 to the financial statements), appearing elsewhere in this prospectus and registration statement, and are included in reliance upon such report given on the authority of such firm as an expert in accounting and auditing.

17 unchanged paragraphs

Report of Independent Registered Public Accounting Firm (PCAOB # 688)

Audited Unaudited Consolidated Financial Statements

Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and March 31, 2026 and 2025

Unaudited Consolidated Statements of Operations and Comprehensive Loss for the Years three months ended March 31, June 30, 2026 and 2025

Unaudited Consolidated Statements of Changes in Stockholders Deficit for the Years three months ended March 31, June 30, 2026 and 2025

Unaudited Consolidated Statements of Cash Flows for the Years Three months ended March 31, June 30, 2026 and 2025

Notes to the financial statements 75 changes

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

1 unchanged paragraph

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Starton Holdings, Inc. (the Company ) as of March 31, 2026 and 2025, the related consolidated statements of operations and comprehensive loss, changes in stockholders deficit and cash flows for the years ended March 31, 2026 and 2025, and the related notes (collectively referred to as the financial statements ). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026 and 2025, and the results of its operations and its cash flows for the years ended March 31, 2026 and 2025, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company s ability to continue as a going concern. Management s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on the Company s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ( PCAOB ) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company s auditor since 2020 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C. effective November 1, 2024).

STARTON HOLDINGS, INC. F/K/A STARTON THERAPEUTICS, INC.

CONSOLIDATED BALANCE SHEETS

Unaudited CONSOLIDATED Balance Sheets JUNE 30, 2026 AND MARCH 31, 2026 (Unaudited)

10 unchanged paragraphs

Management loans, net of issuance costs current

Management loans current

Promissory notes, net

Promissory notes related party, net

Contingent warrant liability

7 unchanged paragraphs

Management loans, net of issuance costs

Commitments and contingencies (Note 9) 10)

1 unchanged paragraph

Common stock, par value of $0.001, 200,000,000 shares authorized; 32,362,606 and 30,136,508 issued and outstanding as of June 30, 2026 and March 31, 2026 and 2025 respectively 1

7 unchanged paragraphs

STARTON HOLDINGS, INC. F/K/A STARTON THERAPEUTICS, INC.

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

STARTON HOLDINGS, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

For the Three Months

5 unchanged paragraphs

Other (expense) income:

Interest income, net

Other income (expense):

Interest income (expense), net

1 unchanged paragraph

Realized gain on sale of assets

Loss on write-off of patents

Gain (loss) from change in fair value of warrant liability

Other income (expenses), net

6 unchanged paragraphs

STARTON HOLDINGS, INC. F/K/A STARTON THERAPEUTICS, INC.

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

STARTON HOLDINGS, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

Balance at March 31, 2024 2026

2 unchanged paragraphs

Net proceeds from the issuance of Common stock

Common stock issued for services

Cash received for common stock subscriptions

Balance at June 30, 2026

3 unchanged paragraphs

Net proceeds from the issuance of Common stock

Common stock issued for services

1 unchanged paragraph

Balance at March 31, 2026

STARTON HOLDINGS, INC. F/K/A STARTON THERAPEUTICS, INC.

Balance at June 30, 2025

(1) Share amounts presented above, including the weighted average number of shares issued and outstanding and the resulting loss per share information have been retroactively adjusted in order to give effect to the Company s December 9, 2025 1 -for-3 reverse stock split (See Note 2).

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

STARTON HOLDINGS, INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE THREE MONTHS ENDED JUNE 30, 2026 AND 2025

3 unchanged paragraphs

Realized gain on the sale of asset

Common stock issued and to be issued for services

2 unchanged paragraphs

Amortization of debt discount

Change in fair value of contingent warrant liability

1 unchanged paragraph

Loss on write-off of patents

8 unchanged paragraphs

Purchases of property and equipment

3 unchanged paragraphs

Proceeds from management loans, net of debt issuance costs

1 unchanged paragraph

Repayment of management loans

Proceeds from promissory notes

Proceeds from promissory notes related party

3 unchanged paragraphs

Net (decrease) increase in cash

Cash at beginning of year period

Cash at end of period

1 unchanged paragraph

Cash paid for interest related party

Contingent warrant liability recognized as debt discount on promissory notes

1 unchanged paragraph

Common stock issued for services

Debt issuance costs included in accounts payable

1 unchanged paragraph

Issuance of common stock from subscriptions

STARTON HOLDINGS, INC. F/K/A STARTON THERAPEUTICS, INC.

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

STARTON HOLDINGS, INC.

Note 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 11 changes

Principles of Consolidation

The consolidated financial statements include the financial statements of Starton Holdings, Inc. and its wholly -owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.

At a special meeting of the Company s stockholders on November 24, 2025, the stockholders approved a proposal granting the Company s Board of Directors the discretion to effect a reverse stock split of the Company s issued and outstanding common stock at a ratio of 1 -for-3 (the Reverse Stock Split ). The Reverse Stock Split was completed on December 9, 2025. Share amounts presented within the consolidated financial statements, including the number of shares issued and outstanding, the weighted average number of shares outstanding and the resulting loss per share information, have been retroactively adjusted in order to give effect to the Reverse Stock Split. (See Note 10).

Basis of Presentation

The accompanying unaudited consolidated financial statements represent the accounts of Starton Holdings, Inc. and its wholly -owned subsidiaries. In the opinion of management, the unaudited consolidated financial statements reflect all adjustments (consisting only of normal and recurring accruals) considered necessary for the fair presentation of the unaudited consolidated financial statements and present fairly the results of operations, financial position and cash flows for the interim periods presented as required by Regulation S -X , Rule 10 -01 . The interim results for the three months ended June 30, 2026 and 2025 are not necessarily indicative of the results to be expected for the year ending March 31, 2027, or for any future interim periods.

1 unchanged paragraph

The financial statements are presented in US dollars, which is the Company s functional and reporting currency. Items included in the financial statements are measured using their functional currency, being the currency of the primary economic environment in which the entity operates. Where the functional currency of an entity is its local currency, balance sheet accounts are translated at the current exchange rate and income statement items are translated at the average exchange rate for the period. Gains and losses resulting from translation are accumulated in a separate component of stockholders deficit. Gains and losses on transactions denominated and settled in a foreign currency are reflected in the unaudited consolidated statements of operations and comprehensive loss. Net foreign currency gains (losses) included in operations were immaterial to the unaudited consolidated financial statements.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States ( U.S. GAAP ) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the reporting period. Actual results could differ from those estimates. Accounts requiring the use of significant estimates consist of valuation of Pike Therapeutics, deferred taxes, and stock -based compensation calculations, the fair value of the warrant liability associated with the Bridge Notes, and the estimated timing of the Company s initial public offering, which affects both the fair value measurement of the warrant liability and the period over which the related debt discount is amortized.

1 unchanged paragraph

Research and development expenditures are charged to the unaudited consolidated statement of operations in the period in which they are incurred.

1 unchanged paragraph

STARTON HOLDINGS, INC. F/K/A STARTON THERAPEUTICS, INC.

The Company accounts for equity -based payments in accordance with ASC 718 (Topic 718, Compensation -Stock Compensation ), which requires companies to measure the cost of employee and non -employee services received in exchange for the award of equity instruments based on the estimated fair value of the award at the date of grant. The expense is to be recognized over the period during which an employee is required to provide services in exchange for the award. The Company accounts for shares of common stock and stock options issued to employees and non -employees based on the fair value of the stock or the stock option at the date of grant.

STARTON HOLDINGS, INC.

Note 3: OUT-LICENSING AGREEMENT 3 changes

1 unchanged paragraph

During the years ended March 31, 2026 and 2025, there were no further transactions between the Company and Haisco.

During the three months ended June 30, 2026 and the fiscal year ended March 31, 2026 , there have been no further transactions between the Company and Haisco. Subsequent to June 30, 2026, the agreement was terminated. See Note 15.

STARTON HOLDINGS, INC.

Note 4: RELATED PARTY AGREEMENTS 5 changes

4 unchanged paragraphs

STARTON HOLDINGS, INC. F/K/A STARTON THERAPEUTICS, INC.

The Company applied the guidance provided in ASC 350 -30-25 (Topic 350, Intangibles Goodwill and Other Intangibles ) and ASC 730 (Topic 730, Research and Development ) to determine the initial recognition of an intangible asset upon the issuance of the 25 million shares of the Company s common stock. The intellectual property acquired as an intangible asset through the development of the transdermal patches by the Lab met the criteria noted in ASC 350 -30-25-1 through ASC 350 -30-25-2 due to the intellectual property being (i) acquired individually and (ii) the cost of the intellectual property acquired in the transaction was based on an agreed upon price between the parties and did not give rise to goodwill. The Company also determined the patch technology acquired has alternative future uses and should be accounted for under Topic 730. At the time of the transaction, the Company deemed the fair value of the intellectual property to be $25,000 based on the then -current price per share of the Company s common stock ($0.001 per share of common stock) share) see Note 7.

On September 9, 2019, the Company entered into a new assignment agreement with AOPC that replaced the original and amended assignment agreement, whereby the Company agreed to issue shares of the Company s common stock to the designee of AOPC upon the achievement of additional transdermal formulations. On December 18, 2019, the Company amended the new assignment agreement and agreed to issue shares of its common stock to a designee of AOPC for the development of additional transdermal formulations equal to a total value of $2 million per formulation. The shares will be issued at the fair value of the Company s common stock at the time the milestones are achieved. As of June 30, 2026, no milestones have been achieved.

The Company has also entered into consulting/service arrangements with certain of its officers and directors which amounted to $115,125 and $466,300 for the three months ended June 30, 2026 and 2025, respectively. For the three months ended June 30, 2026, $97,125 is included in research and development related party and $18,000 is included in general and administrative related party, in the accompanying unaudited consolidated statements of operations and comprehensive loss. For the three months ended June 30, 2025, $448,300 is included in research and development related party and $18,000 is included in general and administrative related party in the

STARTON HOLDINGS, INC.

Note 9: INTANGIBLE ASSETS, NET 11 changes

Balance at March 31, 2024

Amortization expense

Capitalization of intangibles

The following table summarizes the activity related to the Company s intangible assets net for the years year ended March 31, 2026 and three months ended June 30, 2026 and 2025:

4 unchanged paragraphs

Balance at March 31, 2026

Amortization expense

Capitalization of intangibles

Balance at June 30, 2026

3 unchanged paragraphs

Balance at March 31, 2025

Balance at June 30, 2026

1 unchanged paragraph

Approximately $43,157 $42,389 of patent costs are being amortized over the remaining 14.1 13.8 years. Future minimum amortization expense as of March 31, June 30, 2026 is approximately $2,302 for the remaining nine months of the fiscal year, approximately $3,069 yearly each of the next five years, is approximately $3,069 yearly and approximately $30,881 $27,811 thereafter. In addition, the Company wrote off $168,370 of patents for the year ended March 31, 2025.

Note 10: COMMITMENTS AND CONTINGENCIES 3 changes

1 unchanged paragraph

STARTON HOLDINGS, INC. F/K/A STARTON THERAPEUTICS, INC.

Under ASU 2016 -02 , the Company determined whether an arrangement was or contained a lease at its inception. The Company recognizes lease liabilities based on the present value of the minimum lease payments not yet paid, by using the lease term and discount rate determined at lease commencement. As the Company s lab and pilot manufacturing space lease does not provide an implicit rate, the Company used its incremental borrowing rate of 10.38% commensurate with the underlying lease terms to determine the present value of the lease payments.

STARTON HOLDINGS, INC.

Note 10: COMMITMENTS AND CONTINGENCIES (cont.) 11 changes

Under ASC 842, the Company determined whether an arrangement was or contained a lease at its inception. The Company recognizes lease liabilities based on the present value of the minimum lease payments not yet paid, by using the lease term and discount rate determined at lease commencement. As the Company s lab and pilot manufacturing space lease does not provide an implicit rate, the Company used its incremental borrowing rate of 10.38% commensurate with the underlying lease terms to determine the present value of the lease payments.

Total lease expense recognized was $289,740 $75,772 and $144,736 $78,173 during the years three months ended March 31, June 30, 2026 and 2025, respectively, and is included in research and development expense within the accompanying unaudited consolidated statements of operations.

The following table summarizes information related to the Company s lease as of June 30, 2026 and March 31, 2026: and 2025, respectively:

4 unchanged paragraphs

Year Ended March 31,

2 unchanged paragraphs

The weighted -average remaining lease term for operating leases was 3.8 and 4.8 4.1 years and the weighted -average discount rate was 1.9% 10.38% as of June 30, 2026 and March 31, 2026. and 2025, respectively.

The following table summarizes the future minimum lease payments required under the lease agreement as of March 31, June 30, 2026:

1 unchanged paragraph

Remainder of fiscal year 2027

4 unchanged paragraphs

STARTON HOLDINGS, INC. F/K/A STARTON THERAPEUTICS, INC.

Service Provider Agreements

On April 2, 2024, the Company executed an engagement letter with Titan Advisory Services LLC ( Titan Advisory ) whereby Titan Advisory will provide the Company with services including: developing a go -public strategy, successfully listing on NASDAQ and conducting an initial public offering (the Initial Public Offering ), assisting with investor relations, investor materials, and shareholder communications as needed, and business development collaboration efforts. The Company is obligated to pay Titan Advisory a fee of $9,500 per month which is payable in common stock and recognized in general and administrative expense in the unaudited consolidated statement of operations. The Company recognized this obligation as common stock to be issued on the unaudited consolidated balance sheets as of June 30, 2026. As of June 30, 2026 and March 31, 2026, there were 11,838 and 6,729 shares valued at $66,000 and $37,500, respectively, to be issued under the Titan Advisory arrangement.

STARTON HOLDINGS, INC.

Note 11: STOCKHOLDERS DEFICIT (cont.) 7 changes

Activity During the Year Ended March 31, 2025

The Company received an aggregate of $10,367,479 in proceeds on common stock subscriptions during the year ended March 31, 2025. Further, the Company issued an aggregate of 1,506,120 shares of common stock for additional common stock subscriptions of $8,404,163 during the year ended March 31, 2025. The Company also issued 88,441 shares of common stock for services totaling $493,506 during the year ended March 31, 2025.

Activity During the three months ended June 30, 2025

The Company received an aggregate of $948,000 in proceeds on common stock subscriptions during the three months ended June 30, 2025.

1 unchanged paragraph

Common stock subscriptions represent amounts received from investors pertaining to an executed subscription agreement whereby the investors are investor is awaiting the issuance of the common stock. As of June 30, 2026 and March 31, 2026, and 2025, there was aggregate cash received for common stock subscriptions of was $50,000 and $4,269,566, representing 7,538 and 765,163 shares. of common stock, respectively.

In connection with the issuance of the Bridge Notes described in Note 5, the Company is obligated, upon the closing of its planned initial public offering, to issue warrants to purchase shares of common stock to the holders of the Bridge Notes. The number of warrant shares issuable to each holder will equal 50% of the principal amount of the holder s note divided by the price per share at which shares of common stock are sold to the public in the initial public offering. The exercise price per warrant share will be equal to 110% of the initial public offering price, and the warrants will expire on the third anniversary of issuance. The warrant terms are subject to customary anti -dilution adjustments for stock splits, stock dividends, recapitalizations, reorganizations, and similar events.

The warrants will be evidenced by a separate warrant agreement to be executed at the closing of the initial public offering. As of June 30, 2026, no warrants have been issued.

Note 12: EQUITY-BASED AWARDS 9 changes

In connection with the Company s November 5, 2025 redomiciliation and reorganization, all outstanding stock option awards were converted from Canadian dollar denominated awards to U.S. dollar denominated awards using the applicable spot exchange rate on the redomiciliation date. The Company also translated the related unrecognized stock -based compensation associated with those awards into U.S. dollars as of that date. Following the redomiciliation, all remaining stock -based compensation expense associated with such awards has been recognized in U.S. dollars. During the three months ended June 30, 2026, the Company recorded an approximately $32,000 reduction to stock -based compensation expense related to an immaterial out -of -period adjustment.

1 unchanged paragraph

There were no stock options granted during the year ended March 31, 2026. The following table summarizes the stock options granted during the year ended March 31, 2025:

Quarterly over a three-year period

Officers, employees, and consultants

Quarterly over a four-year period

Total stock options grant ed durin g the ye ar ended Ma rch 31, 2025

STARTON HOLDINGS, INC. F/K/A STARTON THERAPEUTICS, INC.

On Effective April 13, 2018, the Effective Date ), the Company adopted the 2018 Omnibus Incentive Compensation Plan. As part of the November 2025 corporate reorganization, the Company adopted the 2025 Omnibus Incentive Plan (the Plan ) and all outstanding options issued under the 2018 Omnibus Incentive Compensation Plan were replaced with equivalent options under the Plan effective as of November 5, 2025. The Plan is intended to attract and retain highly qualified persons to serve as non -employee directors and to promote ownership by such non -employee directors of a greater proprietary interest in the Company, thereby aligning such non -employee directors interests more closely with the interests of the Company s stockholders. The Plan subsequent to its adoption, was amended to extend eligibility for awards to the Company s employees and consultants. The Plan commenced on November 5, 2025 (the Effective Date ) and shall remain in effect, subject to the right of the Board of Directors of the Company (the Board ) to amend or terminate the Plan at any time until the earlier of the tenth anniversary of the Effective Date. Subject to the terms of individual award agreements, in the event of a termination of continuous service (other than as a result of a change of control, as defined in the Plan), unvested stock options shall terminate and, with regard to vested stock options, the exercise period shall be the lesser of the original expiration date or three months from the date continuous service terminates.

STARTON HOLDINGS, INC.

Note 15: SUBSEQUENT EVENTS 126 changes

Subsequent to March 31, 2026, the Company entered into promissory note arrangements with certain investors to fund ongoing operations, for total proceeds of approximately $1.9 million. The notes bear interest at 12% per annum and require monthly interest only payments, with principal and accrued interest due upon the consummation of this Offering. In connection with these arrangements, the Company has agreed to issue warrants to the lenders upon the closing of the initial public offering, exercisable for shares of the Company s common stock at a price based on the public offering price plus 10%. The CEO and certain members of the Board of Directors, of the Company, participated in the financing in the amount of $500 thousand and $160 thousand in the aggregate, respectively.

5,000,000 Shares of Common Stock

Subsequent to June 30, 2026, the Company and Haisco Pharmaceutical Group Co., Ltd. mutually agreed to terminate the development and commercial license agreement originally entered into in February 2021 (see Note 3). Pursuant to the termination agreement, the parties released each other from any further obligations arising under the license agreement, and no additional consideration, compensation, or payments are due from either party. The termination did not result in the recognition of any gain, loss, asset, or liability by the Company.

From August 26, 2026 to October 21, 2026, the Company issued additional unsecured promissory notes with substantially identical terms to the Bridge Notes as described above in Note 5 to four additional lenders with aggregate principal of $705,000 and to the CEO with principal of $200,000, for a total aggregate principal of $905,000.

The Company has evaluated subsequent events from the balance sheet date through October 21, 2026, the date the financial statements were available to be issued.

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors of

1 unchanged paragraph

PRELIMINARY PROSPECTUS

Through and including , (the 25 th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

INFORMATION NOT REQUIRED IN PROSPECTUS

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Starton Holdings, Inc. (the Company ) as of March 31, 2026 and 2025, the related consolidated statements of operations and comprehensive loss, changes in stockholders deficit and cash flows for the years ended March 31, 2026 and 2025, and the related notes (collectively referred to as the financial statements ). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026 and 2025, and the results of its operations and its cash flows for the years ended March 31, 2026 and 2025, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company s ability to continue as a going concern. Management s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

These financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on the Company s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ( PCAOB ) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company s auditor since 2020 (such date takes into account the acquisition of the attest business of Marcum LLP by CBIZ CPAs P.C. effective November 1, 2024).

STARTON HOLDINGS, INC. F/K/A STARTON THERAPEUTICS, INC.

CONSOLIDATED BALANCE SHEETS

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

Intangible assets, net

Operating right-of-use lease asset

Investment in Pike Therapeutics

Deferred offering costs

LIABILITIES AND STOCKHOLDERS DEFICIT

Current liabilities:

Accounts payable related party

Management loans, net of issuance costs current

Accrued offering costs

Accrued expenses and other current liabilities

Accrued compensation

Common stock to be issued for services

Operating lease liability

Total current liabilities

Operating lease liability non-current portion

Management loans, net of issuance costs

Commitments and contingencies (Note 9)

Stockholders Deficit

Common stock, par value of $0.001, 200,000,000 shares authorized; 32,362,606 and 30,136,508 issued and outstanding as of March 31, 2026 and 2025 respectively 1

Common stock subscriptions

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated stockholders deficit

Total stockholders deficit

Total liabilities and stockholders deficit

(1) Share amounts presented above including the number of shares issued and outstanding, have been retroactively adjusted in order to give effect to the Company s December 9, 2025 1 -for-3 reverse stock split (See Note 2).

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

STARTON HOLDINGS, INC. F/K/A STARTON THERAPEUTICS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Research and development

Research and development related party

General and administrative

General and administrative related party

Total operating expenses

Other (expense) income:

Interest income, net

Interest expense related party

Realized gain on sale of assets

Loss on write-off of patents

Total other (expense) income, net

Net loss per common share basic and diluted

Weighted average common shares basic and diluted (1)

Other comprehensive loss:

Foreign currency translation adjustments

(1) Share amounts presented above, including the weighted average number of shares outstanding and the resulting loss per share information have been retroactively adjusted in order to give effect to the Company s December 9, 2025 1 -for-3 reverse stock split (See Note 2).

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

STARTON HOLDINGS, INC. F/K/A STARTON THERAPEUTICS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT

Balance at March 31, 2024

Foreign exchange translation adjustments

Stock-based compensation

Net proceeds from the issuance of Common stock

Common stock issued for services

Cash received for common stock subscriptions

Balance at March 31, 2025

Foreign exchange translation adjustments

Stock-based compensation

and 46 more changes in the filing

Note 10: STOCKHOLDERS DEFICIT 1 change

1 unchanged paragraph

As described in Note 1, effective November 6, 5, 2025, the Company completed a redomiciliation and reorganization whereby all outstanding shares of Starton Therapeutics Inc. became exchangeable on a 1-for-1 basis for shares of Starton Holdings, Inc., a newly formed entity that will become the registrant upon the closing of the Company s planned initial public offering. The redomiciliation and reorganization resulted in a retrospective adjustment to Common stock and Additional paid -in capital on amounts in the consolidated financial statements. As of March 31, 2024, $39,684,851 was reclassified from Common stock to Additional paid -in capital related to the redomiciliation and reorganization.

4 unchanged paragraphs

Recent Sales of Unregistered Securities 6 changes

3 unchanged paragraphs

From April 2024 through the date of this prospectus, the Company issued an aggregate of 68,938 shares of common stock, and agreed to issue an additional 15,244 shares, to Titan Advisory Services LLC for services rendered pursuant to an engagement letter, at a deemed value of $5.58 per share. In addition, in August 2026, the Company agreed to issue 10,000 shares of common stock to Kenneth Londoner for services rendered, at a deemed value of $5.58 per share. These issuances were effected pursuant to Section 4(a)(2) of the Securities Act.

1 unchanged paragraph

On August 6, 2025, we consummated a private placement solely to accredited investors pursuant to which we issued and sold an aggregate of 1,182,218 shares of our common stock at a price of $5.58 per share, for an aggregate purchase price of approximately $6.6 million.

1 unchanged paragraph

On August 6, 2025, we consummated a private placement solely to accredited investors pursuant to which we issued and sold an aggregate of 1,182,218 shares of our common stock at a price of $5.58 per share, for an aggregate purchase price of approximately $6.6 million.

On September 4, 2025 and November 19, 2025, the Company issued promissory notes to Pedro Lichtinger Waisman, the Company s Chairman and Chief Executive Officer, in the aggregate principal amount of $2,000,000, bearing interest at 12% per annum. The notes were issued pursuant to Section 4(a)(2) of the Securities Act.

3 unchanged paragraphs

On From May 12, 2026 in connection with the issuance of certain through June 5, 2026, we issued unsecured promissory notes to fourteen lenders with aggregate principal of $1,925,000, bearing interest at 12% per annum, to fund ongoing operations. In connection therewith, we agreed to issue warrants to such noteholders upon closing of this Offering exercisable for restricted shares of the Company s common stock at a price based on the initial public offering price plus 10%. Certain members of management and the Board of Directors participated in the financing.

and 1 more change in the filing

Exhibits 3 changes

20 unchanged paragraphs

2 unchanged paragraphs

11 unchanged paragraphs

and 3 more changes in the filing

Undertakings 3 changes

3 unchanged paragraphs

4 unchanged paragraphs

6 unchanged paragraphs

and 3 more changes in the filing