Zeo ScientifiX, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

Zeo ScientifiX, Inc.

CONSOLIDATED CHANGES TO STOCKHOLDERS’ DEFICIT

For the Three Months Ended January 31, 2025 and 2026

(Amounts rounded to the nearest thousand except share amounts)

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

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS PERIODS ENDED JANUARY 31, 2026 AND 2025 (UNAUDITED)

NOTE 1 –ORGANIZATION AND DESCRIPTION OF BUSINESS

Zeo ScientifiX, Inc. (“ZEO” or the “Company”) was incorporated on August 9, 2011 in the State of Nevada under the name Bespoke Tricycles Inc. (changed to Biotech Products Services and Research, Inc. during September 2015 and to Organicell Regenerative Medicine, Inc., effective June 20, 2018). Effective February 20, 2024, we further amended our Articles of Incorporation to assume our current name, Zeo ScientifiX, Inc.

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. In connection with the state of Florida’s new “stem cell therapy” law, effective July 1, 2025 (“SB 1768”)., the Company has begun to pursue clinical research and commercial sales strategies that are compliant with SB 1768. 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”).

In addition to the Company’s efforts to now supply 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.

NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited and include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. In the opinion of management, the condensed unaudited consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position as of January 31, 2026, the results of its operations for the three months ended January 31, 2026 and 2025 and the cash flows for the three months ended January 31, 2026 and 2025. Results of operations for the fiscal periods presented herein are not necessarily indicative of fiscal year-end results.

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to the rules and regulations of the Securities Exchange Commission, although we believe that the disclosures made are adequate to make the information not misleading. These unaudited consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended October 31, 2025 filed with the Securities and Exchange Commission.

All amounts presented have been rounded to the nearest thousand except share amounts, share prices and earnings per share.

Concentrations of Risk

Credit Risk

The balance sheet items that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. Balances in accounts are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $250,000 per institution. At January 31, 2026, the Company had $321,000 of cash balances in one financial institution in excess of FDIC insurance coverage limits and $109,000 of cash balances in another financial institution in excess of FDIC insurance coverage limits.

Major Customer

During the three months ended January 31, 2026, the Company sold products and services totaling approximately $237,000 (16.4%) to a large medical practice group and distributor and approximately $169,000 (11.7%) to another large medical practice group and distributor.

During the three months ended January 31, 2025, the Company sold products and services totaling approximately $108,000 (11.5%) to a large distributor and $106,000 (11.3%) to another large distributor.

The Company’s sales agreements are non-exclusive and the Company does not believe it has any exposure based on the customers of its products.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States 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 during the year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

Those estimates and assumptions include estimates for credit loss reserves for accounts receivable, assumptions used in valuing inventories at net realizable value, impairment testing of recorded long-term assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in valuing equity instruments issued for services, and assumptions used in the determination of the Company’s liquidity.

Revenue Recognition

The Company follows the guidance of the Financial Accounting Standards Board (“FASB’) Accounting Standards Update (“ASU”) Topic 606 “Revenue from Contracts with Customers” which requires the Company to recognize revenue in amounts that reflect the prorata completion of the performance obligations of the Company required under the contracts.

The Company recognizes revenue only when it transfers control of a promised good or service to a customer in an amount that reflects the consideration it expects to receive in exchange for the good or service. Our performance obligations are satisfied and control is transferred at a point-in-time, which is typically when the transfer and title to the product sold has taken place and there is evidence of our customer’s satisfactory acceptance of the product shipment or delivery except in those instances when the customer has made prior arrangements with the Company to store the product purchased by the customer at the Company’s facilities that is to be delivered at a later date to be designated by the customer. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue on the Company’s consolidated balance sheet.

Net Income (Loss) Per Common Share

Basic income (loss) per common share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of fully vested common shares outstanding during the period. Diluted earnings per share are calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of fully vested shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity instruments.

At January 31, 2026, the Company had 4,525,444 common shares issuable upon the exercise of options and warrants (vested and unvested),240,000 unissued restricted stock (205,833 unvested), $250,000 of convertible debt securities (convertible into a maximum of 41,667 shares) and $100,000 of future obligations in connection with the purchase of the BioLumina assets that may be settled through the issuance of common stock (convertible into a maximum of 40,000 shares) that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the three months ended January 31, 2026.

At January 31, 2025, the Company had 3,528,243 common shares issuable upon the exercise of options and warrants (vested and unvested),185,000 unvested restricted stock and $725,000 of convertible debt securities that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the three months ended January 31, 2025.

Stock-Based Compensation

All stock-based payments are recognized in the financial statements based on their fair values.

The Company periodically issues stock options and stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718,Compensation-Stock Compensation whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services.

The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.

Research and Development Costs

Research and development costs consist of direct and indirect costs associated with the development of the Company’s technologies. These costs are expensed as incurred. Our research and development expenses were approximately $19,000 and $6,000 for the three months ended January 31, 2026 and 2025, respectively. The research and development costs primarily relate to the filing and approval of IND and IRB applications and the performance of clinical trials.

Fair Value of Financial Instruments

The Company includes fair value information in the notes to financial statements when the fair value of its financial instruments is different from the book value. When the book value approximates fair value, no additional disclosure is made.

The Company follows FASB ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities and convertible debt. The estimated fair value of cash, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments.

The Company follows the provisions of ASC 820 with respect to its financial instruments. As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement.

Level one — Quoted market prices in active markets for identical assets or liabilities;

Level two — Inputs other than level one inputs that are either directly or indirectly observable such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level three — Unobservable inputs that are supported by little or no market activity and developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter.

The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, accounts payable and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of convertible notes approximate their fair values because interest rates on these obligations are based on prevailing market interest rates.

Recently Issued Accounting Pronouncements

In November 2024, FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation and amortization expense for each caption on the income statement where such expenses are included. The update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on its financial statement disclosures.

We have reviewed all accounting pronouncements recently issued by the FASB and the SEC. The authoritative pronouncements that we have already adopted did not have a material effect on our financial condition, results of operations, cash flows or reporting thereof, and except as otherwise noted above, we do not believe that any of the authoritative pronouncements that we have not yet adopted will have a material effect upon our financial condition, results of operations, cash flows or reporting thereof.

NOTE 3 –GOING CONCERN

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.

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.

As a result of the above, the Company’s efforts to establish a stabilized source of sufficient revenues to cover operating costs has yet to be achieved and ultimately may prove to be unsuccessful unless (a) the Company’s ability to process, sell and distribute the products currently being produced or developed in the future are not restricted; and/or (b) additional sources of working capital through operations or debt and/or equity financings are realized. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management anticipates that the Company will remain dependent, for the near future, on additional investment capital to fund ongoing operating expenses and research and development costs related to development of new products and to perform required clinical studies in connection with the sale of its products. The Company does not have any assets to pledge for the purpose of borrowing additional capital. In addition, the Company relies on its ability to produce and sell products it manufactures that are subject to changing technology and regulations that it currently sells and distributes to its customers. The Company’s current market capitalization, common stock liquidity and available authorized shares may hinder its ability to raise equity proceeds. The Company anticipates that future sources of funding, if any, will therefore be costly and dilutive, if available at all.

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.

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.

If revenues do not increase and stabilize, if the Company’s ability to process, sell and/or distribute the products currently being produced or developed in the future are restricted, and/or if additional funds cannot otherwise be raised, the Company might be required to seek other alternatives which could include the sale of assets, closure of operations and/or protection under the U.S. bankruptcy laws.

The independent auditor’s report dated January 29, 2026 included in our Annual Report on Form 10-K for the year ended October 31, 2025 included an explanatory paragraph as to the Company’s ability to continue as a going concern. As of January 31, 2026, based on the factors described above, the Company concluded that there was substantial doubt about its ability to continue to operate as a going concern for the 12 months following the issuance of these financial statements.

NOTE 4 –INVENTORIES

NOTE 5 –PROPERTY AND EQUIPMENT

Depreciation expense totaled $19,000 and $18,000 for the three months ended January 31, 2026 and 2025, respectively.

NOTE 6 –EQUITY IN NON-MARKETABLE SECURITIES OF AFFILIATED ENTITY

As of January 31, 2026 and October 31, 2025, the Company invested $145,000 in the non-marketable equity securities of Exotropin (“Exotropin”), a privately-held skin-care formulator in an effort to accelerate the Company’s development of expertise with respect to the skincare industry and the potential supply of the Company’s products in future formulations.

As of January 31, 2026 and October 31, 2025, the Company has recorded total reserves against the carrying value of its investment of Exotropin of $145,000, based on the limited financial history of Exotropin to date and the lack of any information to ascertain the fair value of Exotropin.

As of January 31, 2026 and October 31, 2025, the Company’s interest in Exotropin was approximately 5.6%. Both Greyt Ventures, LLC (“Greyt”), a principal shareholder of the Company and Skycrest Holdings, LLC, (“Skycrest”) a former principal shareholder of the Company, each own a 17.93% interest in Exotropin. In addition, the Company’s CMO was granted an option to acquire up to 200,000 membership interests in Exotropin, of which 100,000 vested immediately and the remaining 100,000 will vest based on future sales of Exotropin attributed to the CMO. The option price is $20,000 for the 200,000 membership interests.

Sales Representative Agreement

In November 2023, the Company entered into a Sales Representative Agreement (the “Sales Agreement”) with Exotropin to support the commercialization of its proprietary topical products. Under the Sales Agreement, the Company is entitled to receive commissions on the net sales value of Exotropin products sold to pre-approved customers introduced by the Company, including retailers (10%), wholesale distributors (5%), private label customers (10%), and direct-to-consumer customers (15%).

In connection with the Sales Agreement, the Company and Exotropin co-developed a topical product for the treatment of hair loss, branded as “ZEO HAIR GROW™ Powered By Exotropin™,” which launched in November 2024 (the “Collaboration”). Under the terms of the Collaboration, the Company is responsible for sales and marketing, and the parties agreed to share equally in the net profits from product sales, after reimbursement of direct cash costs incurred by either party.

On August 15, 2025, the Company provided Exotropin with formal notice of termination of the Sales Agreement for cause (see Note 13).

For the three months ended January 31, 2026 and 2025, $0 and $19,000, respectively, of commissions were earned under the Sales Agreement. The commissions earned under the Sales Agreement are reflected in other income in the unaudited consolidated financial statements.

NOTE 7 –FINANCE LEASE OBLIGATIONS

During April 2025, the Company entered into a lease agreement for certain lab equipment in the amount of $125,000 (“Lease Agreement”). The Lease Agreement was accounted for as a finance lease obligation. Under the terms of the lease agreement, the Company is required to make 60 equal monthly payments of $1,600 plus applicable sales taxes. Under the lease agreement, the Company has the option to acquire all of the leased equipment for a nominal amount upon termination of the lease. The annual interest rate charged in connection with the lease is 2.7%. Lease payments and depreciation of the leased equipment began during June 2025, the date that the lease equipment was installed and became operational. The leased equipment is being depreciated over their estimated useful lives of 15 years beginning from the date it became operational.

During June 2025, the Company entered into a lease agreement for certain lab equipment in the amount of $15,000 (“Lease Agreement”). The Lease Agreement was accounted for as a finance lease obligation. Under the terms of the lease agreement, the Company is required to make 36 equal monthly payments of $500 plus applicable sales taxes. Under the lease agreement, the Company has the option to acquire all of the leased equipment for a nominal amount upon termination of the lease. The annual interest rate charged in connection with the lease is 8.0%. Lease payments and depreciation of the leased equipment began during June 2025, the date that the lease equipment was installed and became operational. The leased equipment is being depreciated over it estimated useful life of 3 years beginning from the date it became operational.

As of January 31, 2026, $104,000 was due under finance lease obligations lease through 2030, of which $36,000 is current.

NOTE 8 –RELATED PARTY TRANSACTIONS

For the three months ended January 31, 2026 and 2025, the Company sold a total of approximately $2,000, and $32,000, respectively, of product to a management services organization (“MSO”) that provides administrative services and contracts for medical supplies for several medical practices, of which Dr. George Shapiro, the Company’s Chief Medical Officer and a member of the board of directors has an indirect economic interest in the parent company that owns the MSO.

NOTE 9 –ACCOUNTS PAYABLE AND ACCRUED EXPENSES

NOTE 10 –CONVERTIBLE PROMISSORY NOTES

The Convertible Promissory Note is due September 30, 2026. Interest on the Convertible Promissory Note is 8.0% payable annually and together with the principal amount on the maturity date.

The Convertible Promissory Note may be prepaid by the Company, in whole, but not in part, at any time prior to the Maturity Date, subject to payment of a premium of 10%, provided that the Company gives the holder fifteen (15) business notice prior to prepayment, during which period, the investor may elect to convert the Note and accrued but unpaid interest thereon into Shares at a conversion price equal to 80% of the average of the daily VWAP of the Shares (as defined in the Note) for twenty consecutive (20) trading days ending on the date the Company gives the holder of the Convertible Promissory Note notice of prepayment.

The Holder of the Convertible Promissory Note will have the right, at any time during the period commencing on April 1, 2024 and ending on the earliest to occur of the Maturity Date, the date of a Prepayment or the date of an automatic conversion, to convert the Convertible Promissory Note in whole, but not in part, and accrued interest thereon into Shares at a conversion price equal to 80% of the average of the daily VWAP of the Shares (as defined in the Convertible Promissory Note) for twenty consecutive (20) trading days ending on the date the investor gives the Company a notice of conversion, subject to a minimum conversion price of $6.00 per Share.

In addition, the Convertible Promissory Note and accrued but unpaid interest thereon will automatically convert into Shares in the event that prior to the Maturity Date, the Company consummates a “Qualified Financing” or a “Qualified Sale” (as defined in the Convertible Promissory Note) at a conversion price equal to 80% of the offering price of Shares sold in the Qualified Financing or 80% of the purchase price per Share to be received by stockholders following consummation of a Qualified Sale.

In connection with the issuance of the Convertible Promissory Notes, the Company recorded a discount in the amount of $72,000. The discount is being amortized over the term of Convertible Promissory Notes. For the three months ended January 31, 2026 and 2025, $2,000 and $6,000, respectively, of the discounts recorded in connection with the issuance of the Convertible Promissory Notes have been amortized.

At January 31, 2026, the unamortized debt discount recorded in connection with the issuance of the Convertible Promissory Note was $5,000.

NOTE 11 –CAPITAL STOCK

Common Stock

2021 Plan

In September 2021, the Company adopted the 2021 Equity Incentive Plan (“2021 Plan”). The 2021 Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, and Performance Shares (an “Award”) to any person who is an employee or director of, or consultant to the Company. The maximum aggregate number of shares that may be issued pursuant to all Awards was 1,250,000 shares. On June 6, 2023, the Company’s board of directors and stockholders holding a majority of the Company’s voting power, approved an increase in the number of shares of the Company’s common stock reserved for issuance under the Company’s 2021 Plan from 1,250,000 shares to 2,500,000 shares.

The 2021 Plan is administered by (a) the board of the directors of the Company; or (b) a committee designated by the board, which Committee shall be constituted in such a manner as to satisfy the applicable laws and to permit such grants and related transactions under the Plan to be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed, such committee shall continue to serve in its designated capacity until otherwise directed by the board. The board of directors may at any time amend, suspend, or terminate the Plan; provided, however, that no such amendment shall be made without the approval of the Company’s shareholders to the extent such approval is required by applicable laws.

As of January 31, 2026, a total of 2,142,982 Awards (net of 1,283,647 Awards redeposited for future issuance) that have been awarded under the 2021 Plan remain issued and outstanding.

Sale Of Common Stock

On July 25, 2025, ZEO entered into a subscription agreement (“Subscription Agreement”) with a single accredited investor (the “Investor”). Pursuant to which the Investor agreed to purchase 250,000 shares of our common stock (the “Shares”) in a private transaction for an aggregate purchase price of $1,000,000 (the “Purchase Price”). The Shares were to be issued and sold and the Purchase Price paid in ten (10) equal monthly installments commencing on August 1, 2025 and ending on May 1, 2026. As of October 31, 2025, 75,000 shares have been sold for an aggregate of $300,000 in accordance with the Subscription Agreement. During the three months ended January 31, 2026, an additional 25,000 shares were sold for $100,000 in accordance with the Subscription Agreement. As of January 31, 2026, a total of 100,000 shares have been sold for an aggregate amount of $400,000 pursuant to the Subscription Agreement. On February 10, 2026, the Subscription Agreement was amended whereby the total number of Shares to be purchased under the Subscription Agreement was reduced to 100,000 Shares.

The Shares were offered and sold to the investor in accordance with the exemption from registration afforded by Section 4(a) (2) of the Securities Act of 1933, as amended (the “Securities Act”), as the investor provided the Company with appropriate representations as to the Investor’s investment intent and status as an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

Private Offering – Common Stock and Warrants

From November 2025 to January 2026, the Company sold 4.8 Units to eight investors for an aggregate purchase price of $1,200,000 in a private transaction. Each Unit consists of (i) 62,500 shares of common stock and (ii) warrants to purchase 62,500 shares of common stock of the Company at an exercise price of $4.00 until November 30, 2030. The warrants may be exercised on a cashless basis. In connection with the sale of the Units, the Company issued 300,000 shares of common stock and 300,000 warrants to purchase shares of common stock.

The above securities were offered and sold to the investors in accordance with the exemption from registration afforded by Section 4(a)(2) of Rule 506(b) of Regulation D under the Securities Act.

Restricted Stock Awards

On December 1, 2025, the Company entered into a consulting agreement with a third party to provide certain market engagement and investor relations consulting services to the Company. Pursuant to the Consulting Agreement, the Company issued the consultant 10,000 restricted shares of common stock of the Company, 5,000 shares of which vested on the agreement date and 5,000 Shares of which will vest on the 90 th day after the agreement date, provided that the consulting agreement is then in effect and no default thereunder by the consultant has occurred. The fair value of the shares as of the date of the grant were $21,000. The Company will amortize $21,000 of stock-based compensation expense in accordance with the vesting periods.

On December 23, 2025, in consideration for his performance, the Company award an employee of the Company, a bonus in the form of a restricted stock grant under the Company’s 2021 Plan of 25,000 shares of the Company’s common stock, to vest as to 12,500 shares on the date of the grant and the remaining 12,500 shares on the first anniversary of the award date. The fair value of the shares as of the date of the grant was $66,000. The Company will amortize $66,000 of stock-based compensation in accordance with the vesting periods.

On January 14, 2026, pursuant to the Company’s 2021 Plan, the Company’s Compensation Committee (“Comp Board”) awarded 175,000 shares of the Company’s common stock to Ian Bothwell, the Company’s Chief Executive Officer and 175,000 shares of the Company’s common stock to Dr. George Shapiro, the Company’s Chief Medical Officer. The Comp Board also approved the grant of 175,000 shares of common stock of the Company to Greyt Ventures LLC, a principal shareholder of the Company in consideration of consulting services rendered to the Company. The fair value of the shares as of the date of the grant was $1,395,000. The Company will amortize $1,395,000 of stock-based compensation expense over the one-year vesting term. The Company accounted for the issuance of the 525,000 shares in aggregate as of the grant date, although the shares will not be delivered until vested. As of January 31, 2026, none of the shares had yet vested.

In connection with Dr. Kisiday’s Employment Agreement, Dr. Kisiday was granted 50,000 shares of common stock under the 2021 Plan. The stock grant vests as to 20,000 shares on the first anniversary of the of the Employment Agreement and 30,000 shares on the second anniversary of the Employment Agreement. The fair value of the grant on the effective date of the Employment Agreement was $137,000. The Company will amortize $137,000 of stock-based compensation expense over the two-year vesting term.

A summary of unvested restricted stock activity for the three months ended January 31, 2026 are presented below:

The Company recorded a total of $192,000 of stock-based compensation expense based on the grant date fair value of these shares during the three months ended January 31, 2026. The Company recorded a total of $32,000 of stock-based compensation expense based on the grant date fair value of these shares during the three months ended January 31, 2025. There was approximately $1,754,000 of unamortized compensation associated with unvested stock grants outstanding as of January 31, 2026 that will be amortized over their respective remaining service periods.

NOTE 12 –STOCK OPTIONS AND WARRANTS

The Company has issued option securities under its Incentive Plan and warrants entitling the holder to purchase shares of its common stock at specified prices and for specified exercise periods.

Options:

A summary of the Company’s option activity for the three months ended January 31, 2026 is presented below:

Options totaling 40,000 that were previously issued to an employee that is no longer employed by the Company as of January 31, 2026, were forfeited.

During the three months ended January 31, 2026 and 2025, the Company amortized $185,000 and $249,000, respectively, of stock compensation costs associated with options vesting during the period.

There was approximately $82,000 of unamortized compensation associated with options outstanding as of January 31, 2026 that will be amortized over their respective remaining service periods.

Warrants:

A summary of the Company’s warrant activity for the nine months ended January 31, 2025 is presented below:

As described in Note 11, from November 2025 to January 2026, the Company sold 4.8 Units to 8 investors for an aggregate purchase price of $1,200,000 in a private transaction. Each Unit consists of (i) 62,500 shares of common stock; and (ii) warrants to purchase 62,500 shares of common stock of the Company at an exercise price of $4.00 until November 30, 2030. The warrants may be exercised on a cashless basis. In connection with the sale of the Units, the Company issued 300,000 shares of common stock and 300,000 warrants to purchase shares of common stock.

During the three months ended January 31, 2026 and 2025, the Company amortized $215,000 and $810,000, respectively, of stock compensation costs associated with warrants vesting during the period.

There was approximately $1,122,000 of unamortized compensation associated with warrants outstanding as of January 31, 2026 that will be amortized over their respective remaining service periods.

All stock compensation expense is classified under general and administrative expenses in the consolidated statements of operations.

NOTE 13 –COMMITMENTS AND CONTINGENCIES

Deferred Revenue

Amounts received by the Company for future purchases of inventory or for products that have yet to be delivered to the customers as of January 31, 2026 and October 31, 2025 are reflected in the Company’s balance sheet as deferred revenues and were comprised of the following:

Employment Agreement

Dr. John D. Kisiday, Ph.D.

Effective January 23, 2026, Dr. Kisiday was appointed the Company’s Chief Technology Officer. Dr. Kisiday’s employment agreement (“Employment Agreement”) provides for a base salary of $175,000 and a stock grant of 50,000 shares of common stock under our 2021 Incentive Plan. The stock grant vests as to 20,000 shares on the first anniversary of the of the Employment Agreement and 30,000 shares on the second anniversary of the Employment Agreement, contingent upon Dr. Kisiday’s continued employment with the Company. In addition, if Dr. Kisiday brings a commercially viable new product and/or business opportunity to the Company outside the existing scope of the Company’s current line of business, Dr. Kisiday will be entitled to receive additional compensation therefor.

Dr. Kisiday’s employment with the Company is “At Will” meaning that his employment with the Company and his Employment Agreement may be terminated by the Company at any time, for any reason or for no reason at all and with or without “Cause” (as defined in the Employment Agreement). Notwithstanding the foregoing, if at any time after the first ninety (90) days of the term, the Company terminates Dr. Kisiday’s employment without Cause or Dr. Kisiday terminates his employment with the Company for “Good Reason” (as defined in the Employment Agreement), Dr. Kisiday will be entitled to receive severance in an amount equal to one quarter (1/4) month’s salary for each successive three (3) months of employment completed.

Dr. Kisiday’s employment agreement contains customary confidentiality, non-competition and non-solicitation covenants.

Purchase Commitments

During July 2025, the Company entered into an exclusive supply agreement (“Supply Agreement”) with a third-party contract manufacturer (“CDMO”) in connection with the manufacturing and processing of certain biological products (“CDMO Products”) that the Company intends to sell to third party medical providers. Under the terms of the Supply Agreement, the Company prepaid $500,000. Under the terms of the Supply Agreement, the deposits will be applied against the actual CDMO Products that are released to the Company. The Company has agreed to make a minimum of 8 purchase orders within specified periods based on satisfactory release of prior productions of the CDMO Products (“Minimum Purchase Orders”). In connection with each purchase order, the Company is required to have minimum deposits paid to the CDMO equal to 50% of the value of the purchase order. The Supply Agreement may be extended by the Company based on submitting a minimum amount of additional purchase orders after the Minimum Purchase Orders have been released.

Legal Matters

Neurovive Holding Co., LLC

On January 26, 2026, Neurovive Holding Co., LLC (“Neurovive”), Paragon Medical Group, LLC (“Paragon”), and Dr. David Buechner (“Dr. Buechner,” and together with Neurovive and Paragon, “Plaintiffs”), filed a complaint in the Circuit Court of Benton County, Arkansas Civil Division against the Company asserting claims for breach of contract, breach of fiduciary duty, misappropriation of trade secrets, fraud, promissory estoppel, unjust enrichment and conversion (“Complaint”). The Company removed the state court case to the United States District Court for the Western District of Arkansas. Plaintiffs are seeking preliminary and permanent injunctive relief and compensatory damages in an unspecified amount. The litigation arises from a prior arrangement between Plaintiffs and the Company relating to a proposed clinical trial and associated funding obligations. The parties dispute the circumstances under which the arrangement was terminated. The Company’s disputes all allegations in the Complaint and intends to vigorously defend the action. At this early stage of the proceedings, the Company is unable to predict the ultimate outcome of the litigation.

Dr. Golub

The Company’s employment agreement Dr. Howard Golub, its former Chief Science Officer (“Golub Employment Agreement”) had an initial term that ended May 31, 2024. The Golub Employment Agreement was not renewed and accordingly, the Golub Employment Agreement expired and the employment of Dr. Golub by the Company ended on May 31, 2024.

On November 19, 2024, Dr. Golub (“Plaintiff”), filed a complaint in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida against the Company, alleging a breach of contract as a result of the Company’s failure to pay Plaintiff severance in the amount of $150,000 in connection with the non-renewal of Golub Employment Agreement. Plaintiff is demanding judgment in the amount of $150,000 plus interest and attorney’s fees. The Company is currently exploring its legal options and intends to vigorously defend against the lawsuit.

Exotropin

On August 15, 2025, the Company terminated the Sales Agreement for cause. Exotropin filed a complaint (case No. CACE-25-013178, in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida) against the Company for declaratory judgment on August 29, 2025, concerning the parties’ June 19, 2024, Amended and Restated Sales Representative Agreement, seeking declarations related to termination and the survival/enforceability of certain restrictive and other clauses. On November 6, 2025, the Company moved to dismiss Exotropin’s complaint and to strike the jury demand pursuant to the agreement’s jury waiver. The Company filed counterclaims on November 17, 2025, alleging, among other things, unjust enrichment tied to diverted sales, tortious interference with business relationships, and seeking imposition of a constructive trust, as well as recovery of attorneys’ fees and costs, with rights reserved to amend and supplement. On January 7, 2026, Exotropin filed a First Amended Complaint adding claims for breach of contract and breach of fiduciary duty and seeking injunctive and monetary relief. Pleadings and motion practice remain in progress. Discovery is ongoing; no depositions have been taken to date. The Company denies Exotropin’s allegations and disputes Exotropin’s entitlement to any relief. The Company continues to evaluate its legal options and intends to protect its rights under the Sales Agreement.

BioXtex

In June 2025, BioXtek sought to terminate the Binding MOU and the Joint Venture for alleged breaches by the Company, which the Company contested. As the Company and BioXtek were not able to amicably resolve the dispute, on December 17, 2025, the Company commenced an action against BioXtek (case No. CACE-25-019364, in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida) and an amended complaint on January 5, 2026, asserting claims for breach of contract and implied covenant, fraudulent inducement, violation of the Florida Deceptive Unfair Trade Practices Act, equitable accounting, and declaratory judgment. The Company seeks damages expectancy/consequential losses, equitable relief, and fees. The Clerk of the Court issued a Summons for BioXtek, but BioXtek has not been served with the Summons and Amended Complaint. Therefore, BioXtek’s response to the Amended Complaint is not yet due. The case is pending. The Company continues to evaluate its legal options and intends to protect its rights under the Binding MOU and the Joint Venture.

Other

In addition to the foregoing, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in any such matter may harm our business.

NOTE 14 –OTHER INCOME

NOTE 15 –SEGMENT INFORMATION

Under ASC 280, Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company operates and manages its business as one reportable and operating segment. The measure of segment assets is reported on the balance sheet as total assets.

The Company’s Chief Executive Officer, who is also the CODM reviews financial information presented and decides how to allocate resources based on net income (loss). Net income (loss) is used for evaluating financial performance.

Significant segment expenses include research and development, salaries, insurance, and stock-based compensation. Operating expenses include all remaining costs necessary to operate our business, which primarily include external professional services and other administrative expenses. The following table presents the significant segment expenses and other segment items regularly reviewed by our CODM for the three months ended January 31, 2026 and 2025.

NOTE 16 –SUBSEQUENT EVENTS

Private Offering – Common Stock and Warrants

During February 2026, the Company sold 2.6 Units to eight investors for an aggregate purchase price of $650,000. In connection with the sale of the Units, the Company issued 162,500 shares of common stock and 162,500 warrants to purchase shares of common stock.

The above securities were offered and sold to the investors in accordance with the exemption from registration afforded by Section 4(a)(2) of Rule 506(b) of Regulation D under the Securities Act.