Zeo ScientifiX, Inc.

Previous 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”).

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. The Company also manufactures Patient Pure X™ (“PPX™”), a proprietary autologous biologic containing a nanoparticle fraction that is precipitated from a patient’s own peripheral blood. The Company’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 state of Florida enacted a new “stem cell therapy” law, effective July 1, 2025 (“SB 1768”). The legislation authorizes licensed physicians to administer non-FDA-approved stem cell and other human tissue-derived therapies for orthopedic, wound care, and pain management indications. It mandates compliance with cGMP and prohibits the use of stem cells derived from aborted fetuses, promoting ethically sourced materials such as adult stem cells and umbilical cord blood. SB 1768 also requires informed patient consent and disclosure that treatments are not FDA-approved.

Current wording

The state of Florida enacted a new “stem cell therapy” law, effective July 1, 2025 (“SB 1768”). The legislation authorizes licensed physicians to administer non-FDA-approved stem cell and other human tissue-derived therapies for orthopedic, wound care, and pain management indications. It mandates compliance with cGMP and prohibits the use of stem cells derived from aborted fetuses, promoting ethically sourced materials such as adult stem cells and umbilical cord blood. SB 1768 also requires informed patient consent and disclosure that treatments are not FDA-approved. Since the enactment of SB 1768, several other states have announced intentions to enact similar legislation as SB 1768.

Previous wording

Zeo expects that SB 1768 will create substantial new demand for current and future stem cell therapy products by: (i) meeting existing physician and patient interest in regenerative therapies, (ii) increasing awareness of the availability and potential efficacy of stem cell therapy treatments, and (iii) attracting medical tourists who previously sought stem cell therapy treatments abroad but can now access comparable procedures in Florida under higher regulatory standards and at lower cost. Accordingly, the Company has begun to pursue clinical research and commercial sales strategies that are compliant with SB 1768.

Current wording

The Company expects that SB 1768 and other approved legislation that is expected in other states, will create substantial new demand for current and future stem cell therapy products by: (i) meeting existing physician and patient interest in regenerative therapies, (ii) increasing awareness of the availability and potential efficacy of stem cell therapy treatments, and (iii) attracting medical tourists who previously sought stem cell therapy treatments abroad but can now access comparable procedures in Florida under higher regulatory standards and at lower cost. Accordingly, the Company has begun to pursue clinical research and commercial sales strategies that are compliant with SB 1768 and the several other states that have announced intentions to enact similar legislation as SB 1768.

Previous wording

By enabling physicians to adopt Zeo’s products for approved indications in Florida, the Company anticipates significant revenue growth and faster advancement of its clinical trial objectives at reduced cost. ZEO expects to further distinguish itself through leadership in research, quality, safety, and regulatory compliance for biologics. The new law also allows Zeo to collect real-world safety and outcome data from providers—data that previously could only be obtained through FDA Investigational New Drug (IND) applications or Institutional Review Board (IRB)-approved studies. Access to this data is expected to lower risks associated with the Company’s future FDA submissions for product approvals.

Current wording

By enabling physicians to adopt Zeo’s products for approved indications in Florida, the Company anticipates significant revenue growth and faster advancement of its clinical trial objectives at reduced cost. The Company expects to further distinguish itself through leadership in research, quality, safety, and regulatory compliance for biologics. The new law also allows the Company to collect real-world safety and outcome data from providers—data that previously could only be obtained through FDA Investigational New Drug (IND) applications or Institutional Review Board (IRB)-approved studies. Access to this data is expected to lower risks associated with the Company’s future FDA submissions for product approvals, while at the same time providing physicians currently considering the use of the Company’s products with needed evidenced based data.

Previous wording

ZEO operates an extracellular vesicle processing laboratory in Davie, Florida for the purpose of performing research and development and the manufacturing and processing of the anti-aging and cellular therapy derived products that we sell and distribute to our customers.

Current wording

The Company operates an extracellular vesicle processing laboratory in Davie, Florida for the purpose of performing research and development and the manufacturing and processing of the anti-aging and cellular therapy derived products that we sell and distribute to our customers.

Previous wording

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

Current wording

Three months ended April 30, 2026, as compared to three months ended April 30, 2025

Previous 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.

Current wording

Revenues. Our revenues for the three months ended April 30, 2026 were $2,581,000, as compared to revenues of $1,149,000 for the three months ended April 30, 2025. The increase in revenues for the three months ended April 30, 2026 of $1,432,000 or 124.6%, was due primarily to overall increases in revenues associated with its allogenic biologic products during the three months ended April 30, 2026, as compared to the three months ended April 30, 2025.

Previous wording

The revenues and percentage of overall unit sales derived from the Company’s higher concentration allogenic aesthetic biologic product offerings, lower concentration allogenic aesthetic biologic product offerings and its PPX™ service platform for the three months ended January 31, 2026, as compared to the three months ended January 31, 2025 are presented below:

Current wording

The revenues and percentage of overall unit sales derived from the Company’s allogenic biologic product offerings, its PPX™ service platform and other services for the three months ended April 30, 2026, as compared to the three months ended April 30, 2025 are presented below:

Previous 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.

Current wording

The increase in the overall unit sales associated with the Company’s higher concentration allogenic biologic product offerings and lower concentration allogenic biologic product offerings 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 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.

Current wording

Cost of Revenues. Our cost of revenues for the three months ended April 30, 2026 were $526,000, as compared to cost of revenues of $256,000 for the three months ended April 30, 2025. The increase in the cost of revenues for the three months ended April 30, 2026 of $270,000 or 105.6%, from the three months ended April 30, 2025, was due to the increase in the overall unit sales associated with its allogenic biologic products during the three months ended April 30, 2026, as compared to the three months ended April 30, 2025

Previous 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.

Current wording

Gross Profit. Our gross profit for the three months ended April 30, 2026 was $2,055,000 (79.6% of revenues), as compared to gross profit of $893,000 (77.7% of revenues) for the three months ended April 30, 2025. The increase in gross profit during the three months ended April 30, 2026 of $1,162,000 (130.1%) was the result of increases in sales of its allogenic biologic products and the resulting gross margins received from sales of its allogenic biologic products during the three months ended April 30, 2026, as compared to the three months ended April 30, 2025.

Previous 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.

Current wording

General and Administrative Expenses. General and administrative expenses for the three months ended April 30, 2026 were $2,567,000, as compared to $2,287,000 for the three months ended April 30, 2025, an increase of $280,000 or 12.3%. The increase in the general and administrative expenses for the three months ended April 30, 2026, from the three months ended April 30, 2025, was primarily the result of increased (i) payroll related expenses of approximately $123,000; (ii) marketing related costs of approximately $165,000; (iii) commissions of approximately $188,000; (iv) laboratory related costs of approximately $165,000; and (v) professional fees of approximately $158,000 during the three months ended April 30, 2026, as compared to the three months ended April 30, 2025, partially offset from decreased stock-based compensation costs to advisors, consultants and administrative staff totaling approximately $506,000 during the three months ended April 30, 2026, as compared to the three months ended April 30, 2025.

Previous 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.

Current wording

Other income. Other income for the three months ended April 30, 2026 was $395,000, as compared to other income of $24,000 for the three months ended April 30, 2025. The increase in other income was principally due to the gain on the sale of Exotropin interests of $390,000 that occurred during the three months ended April 30, 2026, partially offset from the reduction in commissions received from sales of Exotropin products of $19,000 during the three months ended April 30, 2026, as compared to the three months ended April 30, 2025.

Previous wording

Other expense for the three months ended January 31, 2026 was $10,000, as compared to other expense of $22,000 for the three months ended January 31, 2025. The decrease in other expense was principally the result of reduced interest costs and amortization of loan discounts on Notes payable resulting from the conversion of $475,000 of Notes payable during October 2025.

Current wording

Other expense for the six months ended April 30, 2026 was $20,000, as compared to other expense of $43,000 for the six months ended April 30, 2025. The decrease in other expense of $23,000 was principally the result of reduced interest costs and amortization of loan discounts on Notes payable resulting from the conversion of $475,000 of Notes payable during October 2025.

Previous 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.

Current wording

During the six months ended April 30, 2026, the Company used cash in operating activities of $609,000, as compared to $78,000 of cash used in operating activities for the six months ended April 30, 2025, an increase in cash used of $531,000. 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 $1,192,000 and decreases in cash provided from changes in operating assets and liabilities of $767,000, partially offset from an increase in gross profit of $1,428,000 the for the six months ended April 30, 2026 as compared to the six months ended April 30, 2025.

Previous 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.

Current wording

The increase in cash provided from changes in operating assets and liabilities was due to increases in accounts receivable, prepaid expenses and inventories, partially offset from increases in deferred revenues for the six months ended April 30, 2026 as compared to the six months ended April 30, 2025.

Previous 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.

Current wording

During the six months ended April 30, 2026, the Company had cash provided by investing activities of $298,000 compared to $0 for the six months ended April 30, 2025. The increase in cash provided by investing activities was primarily due to the increase in proceeds received on the sale of Exotropin interests of $376,000 partially offset from payments made in connection with the Company’s purchase of laboratory equipment of $78,000 during the six months ended April 30, 2026.

Previous 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.

Current wording

During the six months ended April 30, 2025, the Company had cash provided by financing activities of $1,936,000 as compared to cash used in financing activities of $37,000 for the six months ended April 30, 2024. The increase in cash provided by financing activities of $1,973,000 was due to the increase in proceeds received from the sale of common stock of $1,950,000 and reductions in payments on finance leases of $23,000 during the six months ended April 30, 2026 compared to the six months ended April 30, 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. 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:

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 six months ended April 30, 2026 and through the date of this Quarterly Report, the Company completed the following private sales of its securities:

Previous wording

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.

Current wording

From November 2025 to April 2026, the Company sold 7.4 Units to fifteen investors for an aggregate purchase price of $1,850,000 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 462,500 shares of common stock and 462,500 warrants to purchase shares of common stock.

Previous wording

During February 2026, the Company sold and additional 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.

Current wording

During May 2026 and June 2026, the Company sold and additional 0.8 Units to two investors for an aggregate purchase price of $200,000. In connection with the sale of the Units, the Company issued 50,000 shares of common stock and 50,000 warrants to purchase shares of common stock.

Previous wording

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 of 1933, as amended.

Current wording

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

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 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.

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 $997,000 for the six months ended April 30, 2026 and used $609,000 of cash from operating activities during that period. In addition, the Company had an accumulated deficit of $68,731,000 at April 30, 2026 and stockholders’ equity of $712,000 at April 30, 2026. The Company had working capital of $155,000 at April 30, 2026.

Previous wording

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.

Current wording

As of April 30, 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. In addition, the Company’s independent registered public accounting firm, in its report on the Company’s October 31, 2025 financial statements, has expressed substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its strategies. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.