Zeo ScientifiX, Inc.

Previous wording

We are a clinical-stage biopharmaceutical company principally focusing on the development of innovative biological therapeutics for the treatment of degenerative diseases and regenerative medicine. The Company’s proprietary products, including Zofin™, are derived from perinatal sources and manufactured to retain the naturally occurring extracellular vesicles, proteins and cell secreted nanoparticles and Patient Pure X™ (“PPX™”), an autologous biologic containing a nanoparticle fraction that is precipitated from a patient’s own peripheral blood (“RAAM Products”). Our RAAM Products and related services are principally used in the health care industry administered through doctors and clinics (“Providers”).

Current wording

We are a clinical-stage biopharmaceutical company principally focusing on the development of innovative biological therapeutics for the treatment of degenerative diseases and regenerative medicine.

Previous wording

The Company is a clinical-stage biopharmaceutical company principally focusing on the development of innovative biological therapeutics for the treatment of degenerative diseases and regenerative medicine. The Company’s proprietary products, including Zofin™, are derived from perinatal sources and manufactured to retain the naturally occurring extracellular vesicles, proteins and cell secreted nanoparticles and Patient Pure X™ (“PPX™”), an autologous biologic containing a nanoparticle fraction that is precipitated from a patient’s own peripheral blood (“RAAM Products”). Our RAAM Products and related services are principally used in the health care industry administered through doctors and clinics (“Providers”).

Current wording

The Company has a portfolio of proprietary products derived from ethically sourced birth tissue, including mesenchymal stem cells, stem cell and amniotic fluid derived exosomes and Whartons Jelly matrix. The Company’s principal product is Zofin™, a product derived from amniotic fluid and manufactured to retain the naturally occurring extracellular vesicles, proteins and cell secreted nanoparticles. ZEO also manufactures Patient Pure X™ (“PPX™”), a proprietary autologous biologic containing a nanoparticle fraction that is precipitated from a patient’s own peripheral blood. ZEO’s products are all manufactured in FDA-registered, cGMP-compliant laboratory facilities. Our portfolio of products (“RAAM Products”) and related services are principally used in the health care industry administered through doctors and clinics (“Providers”).

Previous wording

The Company has recently developed and begun to distribute additional products that incorporate its proprietary ingredients for products to be used in topical aesthetic applications and is actively exploring further development of additional products to be used in other topical aesthetic applications.

Current wording

In addition to the Company’s efforts to develop, manufacture and market products that are compliant with SB 1768, the Company has recently developed and begun to distribute additional products that incorporate its proprietary ingredients for products to be used in topical aesthetic applications and is actively exploring further development of additional products to be used in other topical aesthetic applications.

Previous wording

To date, the Company has obtained certain Investigational New Drug (“IND”), emergency IND (“eIND”) approvals from the FDA, including applicable Institutional Review Board (“IRB”) approvals which authorized the Company to commence clinical trials or treatments in connection with the use of Zofin™ and PPX™ and related treatment protocols. The Company is pursuing efforts to complete its already approved clinical studies as well as obtaining approval to commence additional studies for other specific indications it has identified that the use of its products will provide more favorable and desired health related benefits for patients seeking alternative treatment options than are currently available. The ability of the Company to succeed in these efforts is subject to among other things, the Company having sufficient available working capital to fund the substantial costs of completing clinical trials, which the Company currently does not have, and ultimately, obtaining approval from the FDA.

Current wording

To date, the Company has obtained certain Investigational New Drug (“IND”), emergency IND (“eIND”) approvals from the FDA, including applicable Institutional Review Board (“IRB”) approvals which authorized the Company to commence clinical trials or treatments in connection with the use of Zofin™ and related treatment protocols. The Company is pursuing efforts to complete its already approved clinical studies as well as obtaining approval to commence additional studies for other specific indications it has identified that the use of its products will provide more favorable and desired health related benefits for patients seeking alternative treatment options than are currently available. The ability of the Company to succeed in these efforts is subject to among other things, the Company having sufficient available working capital to fund the substantial costs of completing clinical trials, which the Company currently does not have, and ultimately, obtaining approval from the FDA.

Previous wording

We have not obtained any opinion or ruling regarding the Company’s operations and whether the processing, sales and distribution of the products we currently produce would be subject to the FDA’s previously announced intended enforcement policies regarding HCT/P’s. However, we do not believe that our products fall within these guidelines and intend to vigorously defend against any adverse interpretation by the FDA on the classification of our products that may be deemed as falling under this defined regulation, if any. Notwithstanding the foregoing, we are undertaking efforts on an ongoing basis to mitigate any potential risks associated with an adverse ruling by the FDA and the subsequent limitations on our ability to continue to generate revenues from the sale of our products in the United States until the Company obtains the required licenses. The efforts include continuing with clinical trials, expanding sales internationally and developing new product offerings and/or designations of products that would not fall under these regulations.

Current wording

We have not obtained any opinion or ruling regarding the Company’s operations and whether the processing, sales and distribution of the products we currently supply and/or produce would be subject to the FDA’s previously announced intended enforcement policies regarding HCT/P’s or fall within SB 1768 that permits the use and sale of certain stem cell therapies and products that would otherwise be restricted under current FDA regulations. However, we believe that our products are compliant and fall within the respective guidelines and intend to vigorously defend against any adverse interpretation by the FDA and/or the state of Florida on the classification of our products that may be deemed as not being compliant under currently defined regulations, if any. Notwithstanding the foregoing, we are undertaking efforts on an ongoing basis to mitigate any potential risks associated with an adverse ruling by the FDA and the subsequent limitations on our ability to continue to generate revenues from the sale of our products in the United States until the Company obtains the required licenses. The efforts include continuing with clinical trials, expanding sales internationally and developing new product offerings and/or designations of products that would not fall under these regulations.

Previous wording

Three months ended July 31, 2025, as compared to three months ended July 31, 2024

Current wording

Three months endedJanuary 31*,** 2026,** as compared to three months endedJanuary 31,** 2025*

Previous wording

Revenues. Our revenues for the three months ended July 31, 2025 were $1,306,000, compared to revenues of $1,091,000 for the three months ended July 31, 2024. The increase in revenues during the three months ended July 31, 2025 of $215,000 or 19.7% from the three months ended July 31, 2024, was due to increases in revenues associated with its PPX™ service platform during the three months ended July 31, 2025, compared with the three months ended July 31, 2024, partially offset by decreases in revenues from the Company’s allogenic aesthetic biologic products sold during the three months ended July 31, 2025, compared with the three months ended July 31, 2024.

Current wording

Revenues. Our revenues for the three months ended January 31, 2026 were $1,446,000, as compared to revenues of $1,090,000 for the three months ended January 31, 2024. The increase in revenues for the three months ended January 31, 2026 of $356,000 or 32.7%, was due to overall increases in revenues associated with its allogenic aesthetic biologic products and its PPX™ service platform during the three months ended January 31, 2026, as compared to the three months ended January 31, 2025.

Previous wording

The increase in the overall unit sales associated with its PPX™ service platform was primarily due the Company’s continued sales and marketing efforts which included engaging additional sales representatives, participation in industry related conferences, sponsoring of educational webinars and from sales of PPX™ to the Company’s existing customers.

Current wording

The increase in the overall unit sales associated with the Company’s higher concentration allogenic aesthetic biologic product offerings, lower concentration allogenic aesthetic biologic product offerings and its PPX™ service platform was primarily due the Company’s continued sales and marketing efforts which included engaging additional sales representatives, conducting educational masterclasses, participation in industry related conferences and digital marketing aimed at increasing Company and product awareness.

Previous wording

Cost of Revenues. Our cost of revenues for the three months ended July 31, 2025 was $228,000, as compared to cost of revenues of $176,000 for the three months ended July 31, 2024. The increase in the cost of revenues for the three months ended July 31, 2025 of $52,000 or 29.9%, from the three months ended July 31, 2024, was due to the increase of approximately $57,000 of cost of revenues associated with its PPX™ service platform during the three months ended July 31, 2025, compared with the three months ended July 31, 2024, partially offset by a decrease of approximately $5,000 in the costs of revenues for its allogenic aesthetic biologic products sold for the three months ended July 31, 2025, as compared to the three months ended July 31, 2024.

Current wording

Cost of Revenues. Our cost of revenues for the three months ended January 31, 2026 were $281,000, as compared to cost of revenues of $191,000 for the three months ended January 31, 2025. The increase in the cost of revenues for the three months ended January 31, 2026 of $90,000 or 47.1%, from the three months ended January 31, 2025, was due to the increase in the overall unit sales associated with its allogenic aesthetic biologic products and its PPX™ service platform during the three months ended January 31, 2026, as compared to the three months ended January 31, 2025.

Previous wording

Gross Profit. Our gross profit for the three months ended July 31, 2025 was $1,078,000 (82.5% of revenues), as compared to gross profit of $915,000 (83.9% of revenues) for the three months ended July 31, 2024. The increase in gross profit during the three months ended July 31, 2025 of $163,000 (17.7%) was the result of increases in the gross margins received from sales of its PPX™ service platform, partially offset from reduced gross margins received from the sale of its allogenic aesthetic biologic products.

Current wording

Gross Profit. Our gross profit for the three months ended January 31, 2026 was $1,165,000 (80.6% of revenues), as compared to gross profit of $899,000 (82.5% of revenues) for the three months ended January 31, 2025. The increase in gross profit during the three months ended January 31, 2026 of $266,000 (29.6%) was the result of increases in the gross margins received from sales of its allogenic aesthetic biologic products and its PPX™ service platform during the three months ended January 31, 2026, as compared to the three months ended January 31, 2025.

Previous wording

General and Administrative Expenses. General and administrative expenses for the nine months ended July 31, 2025 were $7,588,000, as compared with $6,651,000 for the nine months ended July 31, 2024, an increase of $937,000 or 14.1%. The increase in the general and administrative expenses for the nine months ended July 31, 2025, from the nine months ended July 31, 2024, was primarily the result of 1) increased stock-based compensation costs to advisors, consultants and administrative staff totaling approximately $1,187,000, (2) increased laboratory related costs of approximately $57,000 and (3) increased professional fees of approximately $134,000 during the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024, which were partially offset by (a) decreased payroll and consulting fees of approximately $215,000 and (b) decreased commissions and travel costs of approximately $205,000 during the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024.

Current wording

General and Administrative Expenses. General and administrative expenses for the three months ended January 31, 2026 were $2,043,000, as compared to $2,152,000 for the three months ended January 31, 2025, a decrease of $109,000 or 5.1%. The decrease in the general and administrative expenses for the three months ended January 31, 2026, from the three months ended January 31, 2025, was primarily the result of decreased stock-based compensation costs to advisors, consultants and administrative staff totaling approximately $499,000 during the three months ended January 31, 2026, as compared to the three months ended January 31, 2025, partially offset from increased (i) laboratory related costs of approximately $165,000; (ii) commissions and travel costs of approximately $121,000; (iii) marketing related costs of approximately $41,000; (iv) administrative and office related costs of $21,000; (v) payroll related expenses of approximately $14,000; (vi) professional fees of approximately $14,000; and (vii) research and development costs of approximately $13,000 during the three months ended January 31, 2026, as compared to the three months ended January 31, 2025.

Previous wording

The decrease in commissions and travel costs during the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024, was principally the result of a larger percentage of sales that were generated from house accounts with much lower commission costs than paid to distributors and/or independent sales representatives. The decrease in payroll related expenses during the nine months ended July 31, 2025, from the nine months ended July 31, 2024, was principally the result of the non-renewal of certain executive employment contracts in May 2024.

Current wording

The increase in commissions during the three months ended January 31, 2026, as compared to the three months ended January 31, 2025 was principally the result of the increase in overall revenues during the three months ended January 31, 2026, as compared to the three months ended January 31, 2025, partially offset from a larger percentage of sales that were generated from house accounts with much lower commission costs than paid to distributors and/or independent sales representatives.

Previous wording

Other income. Other income for the three months ended July 31, 2025 was $22,000, as compared to other income of $224,000 for the three months ended July 31, 2024, a decrease of $202,000. The decrease in other income was principally due to a reduction in non-recurring income in connection with the write-off of advances payable to an affiliate of a former executive of $221,000 resulting from the inability of the affiliate to enforce a claim to collect the advances as the period of statute of limitations had run that occurred during the three months ended July 31, 2024, partially offset from the increase in commissions received from sales of Exotropin products of approximately $18,000 during the three months ended July 31, 2025 as compared to the three months ended July 31, 2024.

Current wording

Other income. Other income for the three months ended January 31, 2026 was $36,000, as compared to other income of $32,000 for the three months ended January 31, 2025. The increase in other income of was principally due to the change in obligation to repurchase shares of $19,000 and other non-recurring income of $17,000, partially offset from the reduction in commissions received from sales of Exotropin products of $32,000 during the three months ended January 31, 2026, as compared to the three months ended January 31, 2025.

Previous wording

During the nine months ended July 31, 2025, the Company had cash used in operating activities of $335,000, as compared to cash used in operating activities of $1,084,000 for the nine months ended July 31, 2024, a decrease in cash used of $749,000. The decrease in cash used was primarily the result of a reduction in general and administrative expenses and other income (expense) after adjusting for non-cash related activities of $4,000 and increases in cash provided from changes in operating assets and liabilities of $642,000 for the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024, partially offset by increases in gross profit of $113,000 for the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024.

Current wording

During the three months ended January 31, 2026, the Company used cash in operating activities of $471,000, as compared to $65,000 of cash provided by operating activities for the three months ended January 31, 2025, an increase in cash used of $536,000. The increase in cash used was primarily the result of increases in general and administrative expenses and other income (expense) after adjusting for non-cash related activities of $216,000 and decreases in cash provided from changes in operating assets and liabilities of $406,000, partially offset from an increase in gross profit of $87,000 the for the three months ended January 31, 2026 as compared to the three months ended January 31, 2025.

Previous wording

The increase in cash provided from changes in operating assets and liabilities was due to increases in accounts payable and accrued expenses and decreases in accounts receivable and prepaid expenses, partially offset from decreases in deferred revenues during the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024. The reduction in general and administrative expenses and other income (expense) after adjusting for non-cash related activities was the result of reduced operating expenses associated with payroll, consulting costs and commission expenses during the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024.

Current wording

The decrease in cash provided from changes in operating assets and liabilities was due to increases in accounts receivable and decreases in accounts payable and accrued expenses for the three months ended January 31, 2026 as compared to the three months ended January 31, 2025.

Previous wording

During the nine months ended July 31, 2025, the Company had cash used in investing activities of $23,000, compared to cash used in investing activities of $45,000 for the nine months ended July 31, 2024, a decrease in cash used from investing activities of $22,000. The decrease in cash used by investing activities was primarily due to the decrease in investments from non-marketable securities of $45,000, partially offset from the increase in payments made in connection with the Company’s purchase of laboratory equipment of $23,000 during the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024.

Current wording

During the three months ended January 31, 2026, the Company had cash used in investing activities of $14,000 compared to $0 for the three months ended January 31, 2025, an increase in cash used in investing activities of $14,000. The increase in cash used by investing activities was primarily due to the increase in payments made in connection with the Company’s purchase of laboratory equipment of $14,000 during the three months ended January 31, 2026 as compared to the three months ended January 31, 2025.

Previous wording

During the nine months ended July 31, 2025, the Company had provided by financing activities of $15,000, as compared to cash provided by financing activities of $478,000 for the nine months ended July 31, 2024. The decrease in cash provided by financing activities of $464,000 was due to the decrease in proceeds from the sale of equity securities of $500,000 and increases in payments on finance leases of $13,000 partially offset from the increase in proceeds received from the exercise of warrants of $50,000 during the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024.

Current wording

During the three months ended January 31, 2025, the Company had cash provided by financing activities of $1,294,000 as compared to cash used in financing activities of $2,000 for the three months ended January 31, 2024. The increase in cash provided by financing activities of $1,296,000 was due to the increase in proceeds received from the sale of common stock of $1,300,000 partially offset from increases in payments on finance leases of $6,000 during the three months ended January 31, 2026 compared to the three months ended January 31, 2025.

Previous wording

The Company has historically relied on the sale of debt or equity securities, the restructuring of debt obligations and/or the issuance and/or exchange of equity securities to meet the shortfall in cash to fund its operations.

Current wording

The Company has historically relied on the sale of debt or equity securities, the restructuring of debt obligations and/or the issuance and/or exchange of equity securities to meet the shortfall in cash to fund its operations. During the three months ended January 31, 2026 and through the date of this Quarterly Report, the Company completed the following private sales of its securities:

Previous wording

The unaudited accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has had limited revenues since its inception. The Company incurred net losses of $4,706,000 for the nine months ended July 31, 2025 and used $335,000 of cash in operating activities during that period. In addition, the Company had a stockholders’ deficit of $2,314,000 at July 31, 2025.

Current wording

The unaudited accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company incurred net losses of $852,000 for the three months ended January 31, 2026 and used $471,000 of cash from operating activities during that period. In addition, the Company had an accumulated deficit and a stockholders’ deficit of $68,586,000 and $383,000, respectively, at January 31, 2026. The Company had a working capital deficit of $879,000 at January 31, 2026.

Previous wording

United States Food and Drug Administration (“FDA”) regulations which were announced in November 2017 and which became effective in May 2021 require that the sale of products that fall under Section 351 of the Public Health Services Act pertaining to marketing traditional biologics and human cells, tissues and cellular and tissue based products (“HCT/Ps”) can only be sold pursuant to an approved biologics license application (“BLA”). The Company has not obtained any opinion or ruling regarding the Company’s operations and whether the processing, sales and distribution of the products it currently produces would be subject to the FDA’s previously announced intended enforcement policies regarding HCT/P’s.

Current wording

United States Food and Drug Administration (“FDA”) regulations which were announced in November 2017 and which became effective in May 2021 require that the sale of products that fall under Section 351 of the Public Health Services Act pertaining to marketing traditional biologics and human cells, tissues and cellular and tissue based products (“HCT/Ps”) can only be sold pursuant to an approved biologics license application (“BLA”). Notwithstanding the above, certain states, including Florida (SB 1768) have approved legislation that permits the use and sale of products that would otherwise be restricted under current FDA regulations. The Company has not obtained any opinion or ruling regarding the Company’s operations and whether the processing, sales and distribution of the products it currently produces would be subject to the FDA’s previously announced intended enforcement policies regarding HCT/P’s.

Previous wording

In view of the matters described in the preceding paragraphs, recoverability of the recorded asset amounts shown in the accompanying consolidated balance sheet assumes that (a) the Company is able to continue to produce products or obtain products under supply arrangements which are in compliance with current and future regulatory guidelines; (b) the Company will be able to establish a stabilized source of revenues, including efforts to expand sales internationally and the development of new product offerings and/or designations of products; (c) obligations to the Company’s creditors are not accelerated; (d) the Company’s operating expenses remain at current levels and/or the Company is successful in restructuring and/or deferring ongoing obligations; (e) the Company is able to continue its research and development activities, particularly in regards to remaining compliant with the FDA and ongoing safety and efficacy of its products; and/or (f) the Company obtains additional working capital to meet its contractual commitments and maintain the current level of Company operations through debt or equity sources.

Current wording

In view of the matters described in the preceding paragraphs, recoverability of the recorded asset amounts shown in the accompanying consolidated balance sheet assumes that (i) the Company is able to continue to produce products or obtain products under supply arrangements which are in compliance with current and future regulatory guidelines; (ii) the Company will be able to establish a stabilized source of revenues, including efforts to expand sales internationally and the development of new product offerings and/or designations of products; (iii) obligations to the Company’s creditors are not accelerated; (iv) the Company’s operating expenses remain at current levels and/or the Company is successful in restructuring and/or deferring ongoing obligations; (v) the Company is able to continue its research and development activities, particularly in regards to remaining compliant with the FDA and ongoing safety and efficacy of its products; and/or (vi) the Company obtains additional working capital to meet its contractual commitments and maintain the current level of Company operations through debt or equity sources.

Previous wording

There is no assurance that the products we currently produce will not be subject to the FDA’s previously announced intended enforcement policies regarding HCT/P’s and/or the Company will be able to complete its revenue growth strategy. There is no assurance that the Company’s research and development activities will be successful or that the Company will be able to timely fund the required costs of those activities. Without sufficient cash reserves, the Company’s ability to pursue growth objectives will be adversely impacted. Furthermore, despite significant effort since July 2015, the Company has thus far been unsuccessful in achieving a stabilized source of revenues.

Current wording

There is no assurance that the products we currently produce will not be subject to the FDA’s previously announced intended enforcement policies regarding HCT/P’s and/or the Company will be able to complete its revenue growth strategy. There is no assurance that the Company’s research and development activities will be successful or that the Company will be able to timely fund the required costs of those activities. Without sufficient cash reserves, the Company’s ability to pursue growth objectives will be adversely impacted. Furthermore, despite significant efforts since July 2015, the Company has thus far been unsuccessful in achieving a stabilized source of revenues.

Previous wording

Our unaudited consolidated financial statements reflect the selection and application of accounting policies which require us to make significant estimates and judgments. See Note 2 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024, “Summary of Significant Accounting Policies”.

Current wording

Our unaudited condensed consolidated financial statements reflect the selection and application of accounting policies which require us to make significant estimates and judgments. See Note 2 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025, “Summary of Significant Accounting Policies”.