Key Points from the Report

• Filing: This is an Amendment No. 1 to the Form 10-K for the fiscal year ended December 31, 2025, filed to include information previously omitted and update disclosures relevant to shareholders.
• Fiscal Year Ended: December 31, 2025.
• Trading Symbol: CLRB, listed on Nasdaq Capital Market.
• Shares Outstanding: As of April 29, 2026, there are 4,240,129 shares of common stock outstanding.
• Public Float: As of June 30, 2025, the aggregate market value of voting and non-voting common equity held by non-affiliates was \$12,846,737.
• Auditor: Deloitte & Touche LLP, Morristown, New Jersey.
• Regulatory Status: Non-accelerated filer, smaller reporting company, not an emerging growth company, not a shell company.
• Restatement: Includes fees related to the restatement of annual financial statements for fiscal year 2024.
• Insider Trading Policy: Newly adopted and filed as Exhibit 19.1.
• Clawback Policy: Filed as Exhibit 97, reflecting compliance with incentive-based compensation recovery rules.
• Equity Compensation: Details on outstanding options and future issuances under equity plans.

Important Shareholder Information & Potential Price Sensitivities

• Restatement of Financials:
  The Company’s audit fees for 2024 include costs related to the restatement of its annual financial statements. Restatements can affect investor confidence and may be price sensitive, especially if they reflect prior errors or changes in accounting treatments.
• Insider Trading Policy & Clawback Policy:
  Adoption and filing of these policies signal enhanced corporate governance and regulatory compliance. The Clawback Policy specifically addresses recovery of incentive-based compensation from executives in the event of restatements due to material errors, aligning the company with updated SEC requirements. Such steps may positively affect market perception regarding transparency and management accountability.
• Changes in Share Count:
  The amendment updates the number of shares outstanding to 4,240,129 as of April 29, 2026. Material changes in share count can impact valuation, dilution, and trading dynamics.
• Equity Compensation Plan Details:
  The company reports 211,642 options and rights outstanding under stockholder-approved plans, and 100,651 shares reserved for future issuance. Only 525 options exist under plans not approved by stockholders. Future issuances and option exercises may affect share supply and potential dilution.
• Related Party Transactions:
  Since January 1, 2024, the company did not engage in transactions exceeding \$120,000 involving insiders, except for a private offering in September 2023 involving major shareholders. Such offerings can affect share price if they lead to new share issuances or strategic alignment.
• Auditor Change:
  Exhibit 16.1 highlights a letter regarding a change in certifying accountant, which can have implications for investor confidence depending on circumstances.

Detailed Analysis of Corporate Governance and Regulatory Compliance

• Board Nominee Process: No material changes since the last proxy statement. Shareholders may recommend nominees via established procedures.
• Code of Ethics: The company’s Code of Ethics is available online, with amendments or waivers to be disclosed as required by Nasdaq and SEC rules.
• Insider Trading Policy: The policy governs all transactions by company insiders and is designed to ensure compliance with laws and exchange standards.
• Clawback Policy: Filed to comply with SEC’s incentive compensation recovery requirements after restatements.
• Director Independence & Related Transactions: No written policy for related party transactions; such matters are reviewed by the Audit Committee or Board. No material related party transactions occurred since January 1, 2024, except for a notable private offering.

Equity Compensation and Shareholder Dilution

These figures reflect the potential for future dilution, which investors should monitor, especially in the context of incentive plans and executive compensation.

Audit Fees and Restatement Impact

Audit fees are higher for 2025, reflecting the restatement of prior year financials. The material restatement may have implications for investor trust and can be price sensitive.

Exhibit Index – New Governance and Compensation Policies

• Insider Trading Policy: Exhibit 19.1
• Clawback Policy: Exhibit 97
• Stock Incentive Plans (2021, amended): Exhibits 10.18, 10.19, 10.20
• Consent of Independent Registered Public Accounting Firm: Exhibit 23.1
• Certification of CEO/CFO: Exhibits 31.1, 31.2, 31.4, and 32.1

These exhibits reflect important governance measures and compliance steps, which may influence shareholder confidence and regulatory standing.

Potential Share Price Movers

• Restatement of Financials: Material restatement can affect investor confidence and may lead to share price volatility.
• Adoption of Clawback and Insider Trading Policies: Improved governance and compliance may positively influence share price.
• Changes in share count and potential dilution: Updates on shares outstanding and equity compensation plans can impact valuation and trading dynamics.
• Auditor Change: Depending on reason, may influence market perception.