Form 10-Q Zeo ScientifiX, Inc. For: Apr 30
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
For the quarterly period ended
OR
For the transition period from ____________ to ____________
Commission file number:
(Exact Name of Registrant as Specified in Its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) | |
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| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files.)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “accelerated filer”, “large accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☐ | Accelerated Filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
As of June 12, 2026, there were shares of common stock, $0.001 par value per share, issued and outstanding.
ZEO SCIENTIFIX, INC.
TABLE OF CONTENTS
i
Unless stated otherwise, the words “we,” “us,” “our,” the “Company” or “ZEO” in this Quarterly Report on Form 10-Q (this “Report”) refer to Zeo ScientifiX, Inc., a Nevada corporation, and its subsidiaries.
Cautionary Note Regarding Forward- Looking Statements
The statements contained in this Report that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. Statements using words such as “may,” “could,” “should,” “expect,” “plan,” “project,” “strategy,” “forecast,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” or similar expressions help identify forward-looking statements.
The forward-looking statements contained in this Report are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this Report are not guarantees of future performance, and management cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will in fact occur. The Company’s actual results may differ materially from those anticipated, estimated, projected or expected by management.
All forward-looking statements speak only as of the date of this Report. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise.
ii
Part I – FINANCIAL INFORMATION
| Item 1. | Financial Statements |
Zeo ScientifiX, Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts rounded to the nearest thousand except share amounts)
| April 30, 2026 (Unaudited) |
October 31, 2025 |
|||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net of allowance for bad debts | ||||||||
| Prepaid expenses | ||||||||
| Inventories | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Security deposit | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Finance lease obligations | ||||||||
| Convertible promissory note, net of debt discount of $ |
||||||||
| Obligation to repurchase shares | ||||||||
| Deferred revenue | ||||||||
| Total Current Liabilities | ||||||||
| Long term finance lease obligations | ||||||||
| Total Liabilities | ||||||||
| Commitments and contingencies | ||||||||
| Shares Subject To Possible Redemption | ||||||||
| Series C Preferred Stock, $ par value, shares authorized; and shares issued and outstanding, respectively | ||||||||
| Stockholders’ Equity (Deficit) | ||||||||
| Common stock, $ par value, shares authorized; and shares issued and outstanding, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( |
) | ( |
) | ||||
| Total Stockholders’ Equity (Deficit) | ( |
) | ||||||
| TOTAL LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
1
Zeo ScientifiX, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Amounts rounded to the nearest thousand except share amounts)
(Unaudited)
| Three Months Ended April 30, |
Six Months Ended April 30, |
|||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenues (includes sales to related parties of approximately $ |
$ | $ | $ | $ | ||||||||||||
| Cost of revenues | ||||||||||||||||
| Gross profit | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Loss from operations | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other income (expense) | ||||||||||||||||
| Gain on sale of Exotropin interests | ||||||||||||||||
| Interest expense | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Change in obligation to repurchase shares | ( |
) | ||||||||||||||
| Other income | ||||||||||||||||
| Net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Net loss per common share - basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| Weighted average number of common shares outstanding - basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
Zeo ScientifiX, Inc
CONDENSED CONSOLIDATED CHANGES TO STOCKHOLDERS’ EQUITY (DEFICIT)
For the Three Months and Six Months Ended April 30, 2026 and 2025
(Amounts rounded to the nearest thousand except share amounts)
(Unaudited)
Three Months Ended April 30,
| Additional | Total Stockholders’ |
|||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Paid In | Accumulated | Equity | |||||||||||||||||
| Shares | Par Value | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance February 1, 2025 | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
| Fair value of equity instruments issued for compensation: | ||||||||||||||||||||
| Fair value of shares issued as compensation | - | |||||||||||||||||||
| Fair value of options issued | - | |||||||||||||||||||
| Fair value of warrants issued | - | |||||||||||||||||||
| Net loss | - | ( |
) | ( |
) | |||||||||||||||
| Balance April 30, 2025 | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
| Balance February 1, 2026 | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
| Sale of common stock | ||||||||||||||||||||
| Fair value of equity instruments issued for compensation: | ||||||||||||||||||||
| Fair value of shares issued as compensation | ||||||||||||||||||||
| Fair value of options issued | - | |||||||||||||||||||
| Net loss | - | ( |
) | ( |
) | |||||||||||||||
| Balance April 30, 2026 | $ | $ | $ | ( |
) | $ | ||||||||||||||
Six Months Ended April 30,
| Additional | Total Stockholders’ |
|||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Paid In | Accumulated | Equity | |||||||||||||||||
| Shares | Par Value | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance October 31, 2024 | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
| Fair value of equity instruments issued for compensation: | ||||||||||||||||||||
| Fair value of shares issued as compensation | - | |||||||||||||||||||
| Fair value of options issued | - | |||||||||||||||||||
| Fair value of warrants issued | - | |||||||||||||||||||
| Net loss | - | ( |
) | ( |
) | |||||||||||||||
| Balance April 30, 2025 | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
| Balance October 31, 2025 | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
| Sale of common stock | ||||||||||||||||||||
| Fair value of equity instruments issued for compensation: | ||||||||||||||||||||
| Fair value of shares issued as compensation | ||||||||||||||||||||
| Fair value of options issued | - | |||||||||||||||||||
| Fair value of warrants issued | - | |||||||||||||||||||
| Net loss | - | ( |
) | ( |
) | |||||||||||||||
| Balance April 30, 2026 | $ | $ | $ | ( |
) | $ | ||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Zeo ScientifiX, Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts rounded to the nearest thousand except share amounts)
(Unaudited)
| Six months ended April 30, |
||||||||
|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization expense | ||||||||
| Amortization of OID and commitment fee discount – Promissory notes | ||||||||
| Stock-based compensation | ||||||||
| Gain on sale of Exotropin interests | ( |
) | ||||||
| Change in obligation to repurchase shares | ( |
) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net of allowance for bad debts | ( |
) | ||||||
| Other receivable | ||||||||
| Prepaid expenses | ( |
) | ||||||
| Inventories | ( |
) | ( |
) | ||||
| Accounts payable and accrued expenses | ||||||||
| Security deposits | ( |
) | ||||||
| Deferred revenue | ( |
) | ||||||
| Net cash used in operating activities | ( |
) | ( |
) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Purchase of fixed assets | ( |
) | ||||||
| Proceeds from sale of Exotropin interests | ||||||||
| Net cash provided by financing activities | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from sale of common stock | ||||||||
| Payments on finance leases | ( |
) | ( |
) | ||||
| Net cash provided by (used in) financing activities | ( |
) | ||||||
| Increase (decrease) in cash | ( |
) | ||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Cash paid for taxes | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||||||||
| Reduction in royalty payable through transfer of inventory | $ | |||||||
| Reduction in liability from sale of Exotropin interests | $ | |||||||
| Finance lease obligations | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Zeo ScientifiX, Inc.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE MONTHS AND SIX MONTHS PERIODS ENDED APRIL 30, 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”), and the addition of several other states that are enacting similar legislation, the Company has begun to pursue clinical research and commercial sales strategies that are compliant with these new legislative measures. 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 newly enacted state stem cell legislation, 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 April 30, 2026, the results of its operations for the three months and six months ended April 30, 2026 and 2025 and the cash flows for the six months ended April 30, 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.
5
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 $
Major Customer
During the six months ended April 30, 2026, the Company sold products and services totaling approximately $
During the six months ended April 30, 2025, the Company sold products and services totaling approximately $
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.
6
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 April 30, 2026, the Company had common shares issuable upon the exercise of options and warrants (vested and unvested), unissued shares of restricted stock, $ of convertible debt securities (convertible into a maximum of 41,667 shares) and $ 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 20,000 shares) that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the three months ended April 30, 2026.
At April 30, 2025, the Company had common shares issuable upon the exercise of options and warrants (vested and unvested), unissued restricted stock and $ of convertible debt securities that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the six months ended April 30, 2025.
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 $
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.
7
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.
8
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 $
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.
9
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.
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.
NOTE 4 – INVENTORIES
| April 30, 2026 |
October 31, 2025 |
|||||||
| Raw materials and supplies | $ | $ | ||||||
| Finished goods | ||||||||
| Total inventories | $ | $ | ||||||
NOTE 5 – PROPERTY AND EQUIPMENT
| April 30, 2026 |
October 31, 2025 |
|||||||
| Finance lease equipment | $ | $ | ||||||
| Manufacturing equipment | ||||||||
| Less: accumulated depreciation | ( |
) | ( |
) | ||||
| Total property and equipment, net | $ | $ | ||||||
Depreciation expense totaled $
Depreciation expense totaled $
NOTE 6 – EQUITY IN NON-MARKETABLE SECURITIES OF AFFILIATED ENTITY
| April 30, 2026 |
October 31, 2025 |
|||||||
| Equity in non-marketable securities | $ | |||||||
| Reserve on carrying value of investment in non-marketable securities | $ | ( |
) | |||||
| Equity in non-marketable securities | $ | |||||||
As of October 31, 2025, the Company invested $
10
On March 31, 2026 (“Execution Date”) the Company, Greyt Ventures, LLC (“Greyt”), a principal shareholder of the Company and Skycrest Holdings, LLC, a former principal shareholder of the Company (“Skycrest” and, together with the Company and Greyt, each a “Seller” and collectively “Sellers”), AML Group Holdings, LLC, a Florida limited liability company (“AML”) BRM Holdings LLC a Delaware limited liability company (“BRM”), B4U2 LLC a Delaware limited liability company (“B4U2”), and GFourz Holdings LLC an Illinois limited liability company (“Gfourz” and, together with AML, BRM, and B4U2 each a “Purchaser” and collectively “Purchasers”), and Exotropin (Exotropin together with Purchasers and Sellers, each a “Party” and collectively the “Parties”) entered into a purchase and sales agreement (“Agreement”) whereby each Seller agreed to sell to Purchasers, and Purchasers agreed to purchase from each Seller, all of such Seller’s Membership Units in Exotropin, including, without limitation, the corresponding rights, powers, benefits, and privileges relating thereto or arising therefrom, and the obligations thereunder, pursuant to
The closing of the purchase and sale of the Membership Interests, including payment of the Allocated Purchase Price took place on April 7, 2026 (“Closing”). At the Closing, (i) each Seller delivered to the Purchasers an Assignment of its Membership Interests (ii) Purchasers paid the Allocated Purchase Price to each Seller by wire transfer, (iii) Exotropin delivered to the Company a dismissal notice dismissing its pending lawsuit against the Company with prejudice and with each party agreeing to bear its own fees and costs (see Note 13) and (iv) the Company returned all remaining inventory of Exotropin held by Seller as of the date of the Agreement. In addition, under the terms of the Agreement, effective as of the Closing, and without any further action of the Company or Exotropin, the Sales Representative Agreement (“Sales Agreement”) between the Company and Exotropin was terminated and was of no further force or effect and the Company and none of the provisions of the Sales Agreement survive termination of the Sales Agreement. The Agreement also provided for other terms regarding non solicitation and each party provided general mutual releases. During the three months and six months ended April 30, 2026, the Company recorded a gain of $
For the three months and six months ended April 30, 2026,
NOTE 7 – FINANCE LEASE OBLIGATIONS
During April 2025, the Company entered into a lease agreement for certain lab equipment in the amount of $
During June 2025, the Company entered into a lease agreement for certain lab equipment in the amount of $
As of April 30, 2026, $
11
NOTE 8 – RELATED PARTY TRANSACTIONS
For the three months ended April 30, 2026 and 2025 and the six months ended April 30, 2026 and 2025, the Company sold a total of approximately $
For the three months and six months ended April 30, 2025, $
NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES
| April 30, 2026 |
October 31, 2025 |
|||||||
| Accrued payroll related liabilities | $ | $ | ||||||
| Lab equipment and supplies payables | ||||||||
| Clinical trial and research payables | ||||||||
| Legal fees payable | ||||||||
| Other professional fees payable | ||||||||
| Interest payable | ||||||||
| Royalty payable | ||||||||
| Accrued commissions payable | ||||||||
| Construction payables | ||||||||
| Other payables and accrued expenses | ||||||||
| Total Accounts Payable and Accrued Expenses | $ | $ | ||||||
NOTE 10 – NOTES PAYABLE
| April 30, 2026 |
October 31, 2025 |
|||||||
| Convertible Promissory Note | $ | $ | ||||||
| Unamortized discount | ( |
) | ( |
) | ||||
| Total Notes Payable | $ | $ | ||||||
Convertible Promissory Notes
The Convertible Promissory Note is due
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) days 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 (
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 $
12
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 $
At April 30, 2026, the unamortized debt discount recorded in connection with the issuance of the Convertible Promissory Note was $
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 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 shares to shares. On June 10, 2026, the Company’s board of directors approved an increase in the number of shares of the Company’s common stock reserved for issuance under the Company’s 2021 Plan from shares to 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 April 30, 2026, a total of Awards (net of Awards redeposited for future issuance) have been awarded under the 2021 Plan and remain issued and outstanding. There are remaining shares that available for issuance under the 2021 Plan.
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
13
As of October 31, 2025, shares have been sold for an aggregate of $
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.
Private Offering – Common Stock and Warrants
From November 2025 to April 2026, the Company sold Units to fifteen investors for an aggregate purchase price of $
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.
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 restricted shares of common stock of the Company, 5,000 shares which vested and were issued on the agreement date and 5,000 Shares which vested on the 90th day after the agreement date. The 10,000 grant of shares were valued at $ per share, the closing price of the common stock of the Company on the effective date of the grant. The Company will amortize $ of stock-based compensation expense in accordance with the vesting periods. The Company recorded a total of $ and $ of stock-based compensation expense based on the grant date fair value of these shares during the three and six months ended April 30, 2026, respectively.
On December 23, 2025, in consideration for his performance, the Company awarded an employee of the Company, a bonus in the form of a restricted stock grant under the Company’s 2021 Plan of 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 25,000 grant of shares were valued at $ per share, the closing price of the common stock of the Company on the effective date of the grant. The Company will amortize $ of stock-based compensation in accordance with the vesting periods. The Company recorded a total of $ and $ of stock-based compensation expense based on the grant date fair value of these shares during the three and six months ended April 30, 2026, respectively.
On January 14, 2026, pursuant to the Company’s 2021 Plan, the Company’s Compensation Committee (“Comp Board”) awarded shares of the Company’s common stock to Ian Bothwell, the Company’s Chief Executive Officer and 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 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 grant of shares were valued at $ per share, the closing price of the common stock of the Company on the effective date of the grant. The Company will amortize $ of stock-based compensation expense over the one-year vesting term. The Company recorded $ and $ of stock-based compensation expense during the three and six months ended April 30, 2026, respectively. The shares have not yet vested but have been issued as of April 30, 2026.
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In connection with Dr. Kisiday’s Employment Agreement, Dr. Kisiday was granted 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 50,000 grant of shares were valued at $ per share, the closing price of the common stock of the Company on the effective date of the Employment Agreement. The Company will amortize $ of stock-based compensation expense over the two-year vesting term. Effective March 23, 2026, Dr. Kisiday’s employment was terminated and the stock grant was forfeited.
During the period February 2026 to April 2026, in consideration for agreeing to join the Company’s medical advisory board or as a consultant, the Company issued to ten individuals an aggregate of shares of unregistered common stock valued between $ and $ per share, the closing price of the common stock of the Company on the respective grant dates. 10,000 of the shares vested immediately and the remaining 157,500 shares vest over periods up to a maximum of 3 years. The Company will record $342,000 of stock-based compensation expense based on the grant date fair value of these shares over the respective vesting terms. The Company recorded a total of $ of stock-based compensation expense based on the grant date fair value of these shares during the three and six months ended April 30, 2026.
During the six months ended April 30, 2026, shares that were granted in 2024 vested, of which $ of stock based compensation expense was recognized during the six months ended April 30, 2026. The shares have not yet been issued as of April 30, 2026. In addition, 125,000 shares granted prior October 31, 2025 were forfeited due to termination and/or failure to satisfy service performance conditions of the respective agreements.
A summary of unvested restricted stock activity for the six months ended April 30, 2026 are presented below:
| Number of Non-vested Shares |
Fair Value | Weighted- Average Grant Date Value |
||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-vested Shares at October 31, 2025 | $ | $ | ||||||||||
| Shares Granted | $ | $ | ||||||||||
| Vested | ) | $ | ) | $ | ||||||||
| Expired/Forfeited | ) | $ | ) | $ | ||||||||
| Non-vested Shares at April 30, 2026 | $ | $ | ||||||||||
There was approximately $ of unamortized compensation associated with unvested stock grants outstanding as of April 30, 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 six months ended April 30, 2026 is presented below:
| Number of Shares |
Weighted- average Exercise Price |
Remaining Contractual Term (years) |
Aggregate Intrinsic Value |
|||||||||||||
| Outstanding at October 31, 2025 | $ | $ | ||||||||||||||
| Granted | $ | $ | ||||||||||||||
| Exercised | $ | - | $ | |||||||||||||
| Expired/Forfeited | ) | $ | $ | |||||||||||||
| Outstanding at April 30, 2026 | $ | $ | ||||||||||||||
| Exercisable at April 30, 2026 | $ | $ | ||||||||||||||
15
During the six months ended April 30, 2026, under its Incentive Plan, the Board approved the granting of options to certain employees to purchase shares of its common stock. The options vest annually over 3 years, expire five years from the date of grant and had an aggregate fair value of $ at the date of grant.
The Company valued the options using a Black-Scholes option pricing model with the following assumptions:
| Exercise prices | $ | |||
| Expected dividends | ||||
| Expected volatility | % | |||
| Risk free interest rate | % | |||
| Expected term of options | years |
Options totaling that were previously issued to employees that are no longer employed by the Company as of April 30, 2026, were forfeited.
During the three months ended April 30, 2026 and 2025, the Company amortized $ and $, respectively, of stock compensation costs associated with options vesting during the period.
During the six months ended April 30, 2026 and 2025, the Company amortized $ and $, respectively, of stock compensation costs associated with options vesting during the period.
There was approximately $ of unamortized compensation associated with options outstanding as of April 30, 2026 that will be amortized over their respective remaining service periods.
Warrants:
A summary of the Company’s warrant activity for the six months ended April 30, 2025 is presented below:
| Number of Shares |
Weighted- average Exercise Price |
Remaining Contractual Term (years) |
Aggregate Intrinsic Value |
|||||||||||||
| Outstanding at October 31, 2025 | $ | $ | ||||||||||||||
| Granted | $ | $ | ||||||||||||||
| Exercised | $ | - | $ | |||||||||||||
| Expired/Forfeited | $ | - | $ | |||||||||||||
| Outstanding at April 30, 2026 | $ | $ | ||||||||||||||
| Exercisable at April 30, 2026 | $ | $ | ||||||||||||||
As described in Note 11, from November 2025 to April 2026, the Company sold Units to fifteen investors for an aggregate purchase price of $
16
During the three months ended April 30, 2026 and 2025, the Company amortized $ and $, respectively, of stock compensation costs associated with warrants vesting during the period.
During the six months ended April 30, 2026 and 2025, the Company amortized $ and $, respectively, of stock compensation costs associated with warrants vesting during the period.
Included in the table above is approximately $ of unamortized compensation associated with
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 April 30, 2026 and October 31, 2025 are reflected in the Company’s balance sheet as deferred revenues and were comprised of the following:
| April 30, 2026 |
October 31, 2025 |
|||||||
| Advances On Future Purchases Of Inventory | $ | $ | ||||||
| Sales To Customers Not Yet Delivered | ||||||||
| Total Deferred Revenue | $ | $ | ||||||
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 $
Dr. Kisiday’s employment with the Company was “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.
On March 21, 2026, as provided for under the Employment Agreement, the Company provided Dr. Kisiday with notice that his employment was being terminated effective March 23, 2026. As a result of Dr. Kisiday’s termination, the stock grant was forfeited in full effective March 23, 2026.
17
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 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. As of April 30, 2026 and October 31, 2025, outstanding advances were $
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”). Plaintiffs are seeking preliminary and permanent injunctive relief and compensatory damages. The litigation stems from a previous arrangement whereby Plaintiffs and the Company had sought to jointly pursue a proposed clinical trial (“Venture”) based on Plaintiffs agreeing to provide the necessary funding for the Venture (“Funding Obligations”). After a prolonged unsuccessful effort to secure the Funding Obligations, the Plaintiffs unilaterally elected to terminate further efforts to pursue the Venture.
The case was removed to the United States District Court for the Western District of Arkansas, Fayetteville Division, Case No. 5:26-cv-05055. On March 30, 2026, the Company filed a Motion to Transfer Venue pursuant to 28 U.S.C. § 1404(a), seeking transfer of the action to the United States District Court for the Southern District of Florida, Fort Lauderdale Division. The motion is now fully briefed and the parties await a ruling from the Court. We are unable to express an opinion as to the possible outcome of this matter. The Company’s disputes all allegations and intends to vigorously pursue all available legal remedies.
Dr. Golub
The Company’s employment agreement with 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 $
18
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. The Company filed counterclaims on November 17, 2025. On January 7, 2026, Exotropin filed a First Amended Complaint. On April 6, 2026, the parties filed a Joint Notice of Settlement with the Court. On April 13, 2026, the parties filed a Joint Stipulation of Dismissal With Prejudice, dismissing the action and all claims, counterclaims, and defenses asserted therein with prejudice, with each party bearing its own attorneys’ fees, costs, and expenses.
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 filed 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 for expectancy/consequential losses, equitable relief, and fees. On May 27, 2026, BioXtek filed a Motion to Dismiss the Amended Complaint. No hearing has been set on the Motion to Dismiss. The Company intends to oppose the Motion to Dismiss. Mediation has been scheduled for June 11, 2026. 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 – 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 and six months ended April 30, 2026 and 2025.
19
| Three Months Ended April 30, |
Six Months Ended April 30, |
|||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue | $ | $ | $ | |||||||||||||
| Cost of goods sold | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Salaries & consulting fees | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Professional fees | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Commissions | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Marketing | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Stock based compensation | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Lab expenses | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Research & development | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Insurance | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Office expenses & other | ( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other income (expenses), net | ( |
) | ||||||||||||||
| Gain on sale of Exotropin interests | ||||||||||||||||
| Net loss | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
NOTE 15 – SUBSEQUENT EVENTS
Sale of Units
During May 2026 and June 2026, the Company sold an additional Units to two investors for an aggregate purchase price of $
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.
Related Party
On May 12, 2026, Greyt, Dr. Shapiro, Mr. Bothwell and the Company formed Serephon LLC (“Serephon”), a Delaware limited liability company. The Serephon operating agreement provides for Serephon to seek to (a) own and operate clinics providing regenerative and longevity-related clinical services through licensed physicians and other appropriately credentialed clinical personnel in jurisdictions where it is permitted by applicable law and licensed to do so; and (b) operate in other jurisdictions as a management services organization providing non-clinical administrative, operational, advisory, technology, marketing, management, equipment, procurement, and other lawful support services to physician-owned medical practices and other lawful healthcare-adjacent businesses, while not engaging in the practice of medicine. The Board of Directors determined that the Company had no intention of engaging in the clinical services being offered by Serephon other than described below.
In connection with the Serephon business, the Company will agree to supply biologic products to Serephon and/or Serephon’s owned and participating clinics, in exchange for an initial fifty percent (50%) Class A limited liability company membership interest (48 units) in Serephon, with the remaining Class A limited liability company membership interests owned equally by Greyt (16 units), Dr. Shapiro (16 Units) and Mr. Bothwell (16 Units).
20
Equity Awards
On June 10, 2026, the Company awarded the following options to purchase shares of our common stock (“Options”) under the 2021 Plan:
(a) The Company awarded Options under the 2021 Plan for 625,000 shares of common stock, to each of Greyt Ventures LLC, a principal stockholder and consultant to the Company, Ian Bothwell, the Company’s Chief Executive Officer and Chief Financial Officer and a member of the board of directors, and George Shapiro, the Company’s Chief Medical Officer and a member of the board of directors. The Options are fully vested as of the award date, are exercisable on a “cashless basis” for a period of ten (10) years from the award date at an exercise price of $1.67 per share, and are subject to the other terms and conditions of the 2021 Plan.
(b) The Company awarded Options under the 2021 Plan for 625,000 shares of common stock to each of Greyt Ventures LLC, Ian Bothwell and George Shapiro (“Incentive Options”). The Incentive Options vest in full upon the achievement of certain performance milestones, are exercisable on a “cashless basis” during the period commencing on the date they vest and ending ten (10) years from the award date at an exercise price of $1.67 per share, and are subject to the other terms and conditions of the 2021 Plan. The Incentive Options are antidilutive for any future transaction that provides for the issuance of 10% or more of the Company’s common stock outstanding on a fully diluted basis.
(c) The Company awarded Options under the 2021 Plan for 80,000 shares of common stock to Chuck Bretz a non-executive director of the Company and an aggregate of 77,500 shares of common stock to certain other Company employees and a consultant. The Options are fully vested as of the grant date, are exercisable for a period of five (5) years from the award date at an exercise price of $1.67 per share, and are subject to the other terms and conditions of the 2021 Plan.
21
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
Business Overview
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 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”).
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.
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.
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.
While prioritizing the anticipated growth of Florida’s stem cell market, Zeo continues to advance its research programs, including clinical studies, product development, and ongoing quality and compliance initiatives. The Company recently launched an IRB-approved clinical study titled “Open-Label Prospective Longitudinal Clinical Trial to Evaluate the Safety and Potential Efficacy of PPX™ in Patients Suffering from Musculoskeletal Joint Pathologies Using Real-World Data to Monitor Patient Outcomes.” The study will enroll up to 350 patients, with five clinics already participating and seven patients enrolled to date.
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.
22
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.
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.
Current FDA guidance requires 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”).
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.
The following discussion of the Company’s results of operations and liquidity and capital resources should be read in conjunction with our condensed unaudited financial statements and related notes thereto appearing in “Item 1. Financial Statements” of Part I of this Report.
Results of Operations
Three months ended April 30, 2026, as compared to three months ended April 30, 2025
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.
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:
| Three Months Ended April 30, 2026 |
Three Months Ended April 30, 2025 |
Change In Revenues & Percentage Of Overall Revenues |
Inc (Dec) In Units Sold |
|||||||||||||||||||||||||
| Higher Concentration Allogenic Biologics | $ | 1,415,000 | 54.8 | % | $ | 334,000 | 29.1 | % | $ | 1,081,000 | 94.1 | % | 352.4 | % | ||||||||||||||
| Lower Concentration Allogenic Biologics | $ | 745,000 | 28.9 | % | $ | 472,000 | 41.1 | % | $ | 273,000 | 23.8 | % | 51.6 | % | ||||||||||||||
| $ | 2,160,000 | 83.7 | % | $ | 806,000 | 70.1 | % | $ | 1,354,000 | 117.8 | % | |||||||||||||||||
| PPX™ | $ | 287,000 | 11.1 | % | $ | 280,000 | 24.4 | % | $ | 7,000 | 0.6 | % | ||||||||||||||||
| Other | $ | 134,000 | 5.2 | % | $ | 63,000 | 5.5 | % | $ | 71,000 | 6.2 | % | ||||||||||||||||
| Total | $ | 2,581,000 | 100.0 | % | $ | 1,149,000 | 100.0 | % | $ | 1,432,000 | 124.6 | % | ||||||||||||||||
23
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.
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
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.
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.
The decrease in stock-based compensation costs during the three months ended April 30, 2026, as compared to the three months ended April 30, 2025 was principally the result of decreased amortization of costs from shares and options issued to executives and advisors and options issued to employees and outside directors.
The increase in payroll, marketing, and laboratory related costs was principally related to the Company’s efforts to meet and increase the demand for the Company’s products, including hiring of additional staff and increasing levels of product inventory and market commercialization efforts during the three months ended April 30, 2026, as compared to the three months ended April 30, 2025. The increased commissions during the three months ended April 30, 2026, as compared to the three months ended April 30, 2025, was principally the result of the increase in the overall revenues during the three months ended April 30, 2026, as compared to the three months ended April 30, 2025. The increase in professional fees during the three months ended April 30, 2026, as compared to the three months ended April 30, 2025, was principally the result of additional litigation costs incurred during the three months ended April 30, 2026, as compared to the three months ended April 30, 2025.
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.
Other expense for the three months ended April 30, 2026 was $28,000, as compared to other expense of $21,000 for the three months ended April 30, 2025. The increase in other expense of $7,000 was principally the result of the change in obligation to repurchase shares of $17,000, partially offset by reduced interest costs and amortization of loan discounts on Notes payable of $10,000 resulting from the conversion of $475,000 of Notes payable during October 2025.
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Six months ended April 30, 2026, as compared to six months ended April 30, 2025
Revenues. Our revenues for the six months ended April 30, 2026 were $4,027,000, as compared to revenues of $2,239,000 for the six months ended April 30, 2025. The increase in revenues for the six months ended April 30, 2026 of $1,788,000 or 79.9%, was due primarily to overall increases in revenues associated with its allogenic biologic products during the six months ended April 30, 2026, as compared to the six months ended April 30, 2025.
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 six months ended April 30, 2026, as compared to the six months ended April 30, 2025 are presented below:
| Sir Months Ended April 30, 2026 |
Sir Months Ended April 30, 2025 |
Change In Revenues & Percentage Of Overall Revenues |
Inc (Dec) In Units Sold |
|||||||||||||||||||||||||
| Higher Concentration Allogenic Biologics | $ | 2,126,000 | 52.8 | % | $ | 875,000 | 39.1 | % | $ | 1,251,000 | 55.9 | % | 236.8 | % | ||||||||||||||
| Lower Concentration Allogenic Biologics | $ | 1,144,000 | 28.4 | % | $ | 737,000 | 32.9 | % | $ | 407,000 | 18.2 | % | 58.6 | % | ||||||||||||||
| $ | 3,270,000 | 81.2 | % | $ | 1,612,000 | 72.0 | % | $ | 1,658,000 | 74.1 | % | |||||||||||||||||
| PPX™ | $ | 548,000 | 13.6 | % | $ | 513,000 | 22.9 | % | $ | 35,000 | 1.6 | % | ||||||||||||||||
| Other | $ | 209,000 | 5.2 | % | $ | 114,000 | 5.1 | % | $ | 95,000 | 4.2 | % | ||||||||||||||||
| Total | $ | 4,027,000 | 100.0 | % | $ | 2,239,000 | 100.0 | % | $ | 1,788,000 | 79.9 | % | ||||||||||||||||
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.
Cost of Revenues. Our cost of revenues for the six months ended April 30, 2026 were $807,000, as compared to cost of revenues of $447,000 for the six months ended April 30, 2025. The increase in the cost of revenues for the six months ended April 30, 2026 of $360,000 or 80.5%, from the six months ended April 30, 2025, was due to the increase in the overall unit sales associated with its allogenic biologic products during the six months ended April 30, 2026, as compared to the six months ended April 30, 2025
Gross Profit. Our gross profit for the six months ended April 30, 2026 was $3,220,000 (80.0% of revenues), as compared to gross profit of $1,792,000 (80.4% of revenues) for the six months ended April 30, 2025. The increase in gross profit during the six months ended April 30, 2026 of $1,428,000 (79.7%) was due to the increase in the overall unit sales associated with its allogenic biologic products during the six months ended April 30, 2026, as compared to the six months ended April 30, 2025
General and Administrative Expenses. General and administrative expenses for the six months ended April 30, 2026 were $4,610,000, as compared to $4,439,000 for the six months ended April 30, 2025, an increase of $171,000 or 3.9%. The increase in the general and administrative expenses for the six months ended April 30, 2026, from the six months ended April 30, 2025, was primarily the result of increased (i) payroll related expenses of approximately $137,000; (ii) marketing related costs of approximately $228,000; (iii) commissions of approximately $287,000; (iv) laboratory related costs of approximately $332,000; and (v) professional fees of approximately $172,000 during the six months ended April 30, 2026, as compared to the six months ended April 30, 2025, partially offset from decreased stock-based compensation costs to advisors, consultants and administrative staff totaling approximately $1,005,000 during the six months ended April 30, 2026, as compared to the six months ended April 30, 2025.
The decrease in stock-based compensation costs during the six months ended April 30, 2026, as compared to the six months ended April 30, 2025 was principally the result of decreased amortization of costs from shares and options issued to executives and advisors and options issued to employees and outside directors.
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The increase in payroll, marketing, and laboratory related costs was principally related to the Company’s efforts to meet and increase the demand for the Company’s products, including hiring of additional staff and increasing levels of product inventory and market commercialization efforts during the six months ended April 30, 2026, as compared to the six months ended April 30, 2025. The increased commissions during the six months ended April 30, 2026, as compared to the six months ended April 30, 2025, was principally the result of the increase in the overall revenues during the six months ended April 30, 2026, as compared to the six months ended April 30, 2025. The increase in professional fees during the six months ended April 30, 2026, as compared to the six months ended April 30, 2025, was principally the result of additional litigation costs incurred during the six months ended April 30, 2026, as compared to the six months ended April 30, 2025.
Other income. Other income for the six months ended April 30, 2026 was $413,000, as compared to other income of $56,000 for the six 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 six months ended April 30, 2026, partially offset from the reduction in commissions received from sales of Exotropin products of $51,000 during the six months ended April 30, 2026, as compared to the six months ended April 30, 2025.
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.
Liquidity and Capital Resources
Cash and Cash Equivalents
The following table summarizes the sources and uses of cash for the periods stated. The Company held no cash equivalents for any of the periods presented:
| For the Six Months Ended April 30, |
||||||||
| 2026 | 2025 | |||||||
| Cash, beginning of period | $ | 221,000 | $ | 657,000 | ||||
| Net cash used in operating activities | (609,000 | ) | (78,000 | ) | ||||
| Net cash provided by investing activities | 298,000 | - | ||||||
| Net cash provided by (used in) financing activities | 1,936,000 | (37,000 | ) | |||||
| Cash, end of period | $ | 1,846,000 | $ | 542,000 | ||||
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.
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.
26
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.
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.
Capital Resources
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:
On November 1, 2025, pursuant to a subscription agreement (“Subscription Agreement”) with a single accredited investor (the “Investor”), the Investor purchased 25,000 shares for a purchase price of $100,000.
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.
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.
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.
Going Concern Consideration
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.
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.
27
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.
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.
Off-Balance Sheet Arrangements
Our liquidity is not dependent on the use of off-balance sheet financing arrangements (as that term is defined in Item 303(a) (4) (ii) of Regulation S-K) and as of April 30, 2026 and through the date of this report, we had no such arrangements.
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Recently Issued Financial Accounting Standards
See Note 2 to our unaudited condensed consolidated financial statements included in this report for a discussion of recent accounting pronouncements.
Critical Accounting Policies
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”.
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk. |
Not applicable.
| Item 4. | Controls and Procedures. |
Evaluation of Disclosure Controls and Procedures
Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized and reported in accordance with the rules of the Securities and Exchange Commission (“SEC”). Disclosure controls are also designed with the objective of ensuring that such information is accumulated appropriately and communicated to management, including the chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosures.
Our Chief Executive Officer and Chief Financial Officer (our principal executive, financial and accounting officer) evaluated the effectiveness of our “disclosure controls and procedures” (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) as of April 30, 2026, the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that our disclosure controls are not effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. See the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2025, for a description of the Company’s material weaknesses in internal control over financial reporting.
Changes in Internal Controls over Financial Reporting
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended April 30, 2026, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
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Part II – OTHER INFORMATION
| Item 1. | Legal Proceedings. |
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”). Plaintiffs are seeking preliminary and permanent injunctive relief and compensatory damages. The litigation stems from a previous arrangement whereby Plaintiffs and the Company had sought to jointly pursue a proposed clinical trial (“Venture”) based on Plaintiffs agreeing to provide the necessary funding for the Venture (“Funding Obligations”). After a prolonged unsuccessful effort to secure the Funding Obligations, the Plaintiffs unilaterally elected to terminate further efforts to pursue the Venture.
The case was removed to the United States District Court for the Western District of Arkansas, Fayetteville Division, Case No. 5:26-cv-05055. On March 30, 2026, the Company filed a Motion to Transfer Venue pursuant to 28 U.S.C. § 1404(a), seeking transfer of the action to the United States District Court for the Southern District of Florida, Fort Lauderdale Division. The motion is now fully briefed and the parties await a ruling from the Court. We are unable to express an opinion as to the possible outcome of this matter. The Company’s disputes all allegations and intends to vigorously pursue all available legal remedies.
Dr. Golub
The Company’s employment agreement with 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. During June 2026, the parties entered into an agreement settling the matter and the action will be dismissed with prejudice.
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. The Company filed counterclaims on November 17, 2025. On January 7, 2026, Exotropin filed a First Amended Complaint. On April 6, 2026, the parties filed a Joint Notice of Settlement with the Court. On April 13, 2026, the parties filed a Joint Stipulation of Dismissal With Prejudice, dismissing the action and all claims, counterclaims, and defenses asserted therein with prejudice, with each party bearing its own attorneys’ fees, costs, and expenses.
30
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 filed 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 for expectancy/consequential losses, equitable relief, and fees. On May 27, 2026, BioXtek filed a Motion to Dismiss the Amended Complaint. No hearing has been set on the Motion to Dismiss. The Company intends to oppose the Motion to Dismiss. Mediation has been scheduled for June 11, 2026. The Company continues to evaluate its legal options and intends to protect its rights under the Binding MOU and the Joint Venture.
In addition to the above and to matters which have been resolved as reported in previous periodic reports filed under the Securities Exchange Act of 1934, as amended, 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.
| Item 1A. | Risk Factors. |
As a “smaller reporting company” we are not required to disclose information under this Item.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
On November 1, 2025, pursuant to a subscription agreement (“Subscription Agreement”) with a single accredited investor (the “Investor”), the Investor purchased 25,000 shares for a purchase price of $100,000.
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.
During May 2026 and June 2026, the Company sold 0.8 Units to two investors in a private offering commenced in November 2025 (“Private Offering”), for an aggregate purchase price of $200,000. Each Unit sold in the Private Offering 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 50,000 shares of common stock and 50,000 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 and/or Rule 506(b) of Regulation D under the Securities Act of 1933, as amended.
| Item 3. | Defaults upon Senior Securities |
None.
| Item 4. | Mine Safety Disclosures |
Not applicable.
| Item 5. | Other Information. |
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| Item 6. | Exhibits. |
| Exhibit No: | Description: | |
|---|---|---|
| 31.1* | Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer and Chief Financial Officer (filed herewith) | |
| 32.1* | Section 1350 Certification of Chief Executive Officer and Chief Financial Officer (filed herewith) | |
| 101.INS ** | XBRL Instance Document | |
| 101.SCH** | XBRL Taxonomy Extension Schema Document | |
| 101.CAL** | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.LAB** | XBRL Taxonomy Extension Labels Linkbase Document | |
| 101.DEF** | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.PRE** | XBRL Taxonomy Extension Presentation Linkbase Document |
| * | Filed herewith. |
| ** | Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections. |
32
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ZEO SCIENTIFIX, INC. | ||
| By: | /s/ Ian T. Bothwell | |
| Ian T. Bothwell | ||
| Chief Executive Officer and Chief Financial Officer | ||
| (Principal Executive, Financial and Accounting Officer) | ||
| June 15, 2026 | ||
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ATTACHMENTS / EXHIBITS
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