Zeo ScientifiX, Inc. (0001557376) (Filer)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

 10-KT

☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: _____________

☒ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from: November 1, 2025 to June 30, 2026

Commission file number: 000-55008

ZEO SCIENTIFIX, INC.

(Exact name of registrant as specified in its charter)

3321 College Avenue, Suite 246

Davie, Florida 33314

(Address of principal executive offices)

(888) 963-7881

(Issuer’s telephone number)

Securities registered under Section 12(b) of the Act:

Securities registered under Section 12(g) of the Act:

Common Stock, $0.001 par value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐   No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐   No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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.

Yes ☒   No ☐

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 (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “non-accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐   No ☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $7,129,000 based on the closing price of $2.05 per share of common stock and 3,477,784 shares of common stock of the Registrant held by non-affiliates on April 30, 2025, the last business day of the Registrant’s most recently completed second fiscal quarter.

As of October 12, 2026, there were 7,837,441 shares of common stock, $0.001 par value per share, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE: None

TABLE OF CONTENTS

i

FORWARD LOOKING STATEMENTS

This Transition Report on Form 10-K (this “Transition Report”) and certain information incorporated herein by reference contain forward-looking statements and information within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This information includes assumptions made by, and information currently available to management, including statements regarding future economic performance and financial condition, liquidity and capital resources, acceptance of our products by the market, and management’s plans and objectives. In addition, certain statements included in this and our future filings with the Securities and Exchange Commission (the “SEC”), in press releases, and in oral and written statements made by us or with our approval, which are not statements of historical fact, are forward-looking statements. Words such as “may,” “could,” “should,” “would,” “believe,” “expect,” “expectation,” “anticipate,” “estimate,” “intend,” “seeks,” “plan,” “project,” “continue,” “predict,” “will,” “should,” and other words or expressions of similar meaning are intended by us to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements are found at various places throughout this Transition Report and in the documents incorporated herein by reference. These statements are based on our current expectations about future events or results and information that is currently available to us, involve assumptions, risks, and uncertainties, and speak only as of the date on which such statements are made.

Forward-looking statements include, but are not limited to, the following:

Actual results and outcomes may differ materially from those expressed or implied in these forward-looking statements. Factors that may cause such a difference include, but are not limited to, those discussed in Part I, Item 1A. Risk Factors, below. Except as expressly required by the federal securities laws, we undertake no obligation to update any such factors, or to publicly announce the results of, or changes to any of the forward-looking statements contained herein to reflect future events, developments, changed circumstances, or for any other reason.

Various trademarks, service marks, trade names and logos of the Company appear in this Transition Report and are the property of Zeo. Other trademarks, service marks or trade names appearing in this Transition Report are the property of their respective holders. Solely for convenience, trademarks, service marks, trade names and logos referred to in this Transition Report may appear without the ^®, ™ and ℠ symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trademarks, trade names, service marks and logos.

Unless otherwise noted, as used in this Transition Report, the terms “Zeo,” the “Company,” “we,” “our” and “us” refer to Zeo ScientifiX, Inc., a Nevada corporation, and its subsidiaries consolidated as a combined entity.

ii

PART I

Item 1. 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.

Effective September 10, 2026, the Company changed its fiscal year end from October 31 to June 30. As a result of this change, the Company is presenting this Transition Report on Form 10-K for the eight-month transition period from November 1, 2025 through June 30, 2026.

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”).

Effective July 1, 2025, the State of Florida enacted SB 1768, which authorizes licensed physicians to administer certain stem cell therapies that have not been approved by the U.S. Food and Drug Administration (“FDA”) for use in the treatment of orthopedic conditions, wound care and pain management, provided specified statutory requirements are met. Among other requirements, the Florida law establishes standards relating to the sourcing and manufacture of stem cell products, requires specified patient informed consent and disclosures that the therapies have not been approved by the FDA, and prohibits the use of stem cells derived from aborted fetuses or embryos.

Since Florida’s enactment of SB 1768, additional states have enacted legislation expanding access to certain stem cell and regenerative medicine therapies that have not been approved by the FDA. In 2026, Tennessee enacted HB 2246/SB 2586, Public Chapter 1016, which authorizes physicians to perform certain non-FDA-approved stem cell or regenerative medicine therapies when the treatment or procedure is within the physician’s scope of practice, subject to specified requirements. The principal operative provisions of the Tennessee law became effective July 1, 2026. Georgia also enacted HB 1275, Act 453, establishing requirements for the use of certain human stem cell therapies that have not been approved by the FDA, effective July 1, 2026. SB 1768, HB 2246/SB 2586, Public Chapter 1016 and HB 1275, Act 453 are sometimes referred to herein collectively, as the “New Stem Cell Laws.”

Other states, including Texas, Mississippi, North Carolina, Nevada and Utah, have enacted laws addressing or expanding patient access to certain stem cell or regenerative medicine therapies. The scope and requirements of these state laws vary, and additional states may enact similar legislation in the future.

The Company believes the enactment of these laws represents an emerging state-level regulatory framework that could expand physician and patient access to regenerative medicine therapies. Although the Company’s initial commercialization efforts have focused principally on Florida following the enactment of SB 1768, the enactment of legislation in Tennessee and Georgia provides the Company with additional potential markets in which it may seek to commercialize qualifying products, subject to the requirements of the applicable state laws and federal laws and regulations.

The Company believes that the expansion of state laws permitting access to certain non-FDA-approved stem cell and regenerative medicine therapies could increase demand from (i) patients who have historically traveled outside the United States to obtain certain regenerative medicine treatments, (ii) physicians and patients seeking access to regenerative medicine therapies not otherwise generally available under traditional treatment pathways, and (iii) physicians and healthcare practices seeking to incorporate regenerative medicine therapies into their practices.

1

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

While prioritizing the anticipated growth of the stem cell market in the United States, ZEO continues to advance its research programs, including clinical studies, product development, and ongoing quality and compliance initiatives. The Company recently launched two IRB-approved clinical studies 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” and “Open-Label Prospective Clinical Trial to Evaluate the Safety and Efficacy of Intracavernosal Plasma Precipitate Fraction (PPX) Plus Shockwave Therapy Versus Shockwave Therapy Alone in Adults with Erectile Dysfunction Using Real World Data to Monitor Patient Outcomes”. These studies have already begun enrollment and are expected to enroll up to 350 patients and 200 patients, respectively.

In addition to the Company’s efforts to develop, manufacture and market products that are compliant with the newly enacted state stem cell laws, 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.

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

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”).

The Company has undertaken a comprehensive review of the federal and state regulatory frameworks applicable to its operations, including the processing, manufacturing, sale, and distribution of human cells, tissues, and cellular and tissue-based products (“HCT/Ps”). In connection with these efforts, the Company has obtained a written legal opinion from experienced FDA regulatory counsel supporting the Company’s position that its applicable operations and products comply with Florida law, including the state’s recently enacted legislation SB 1768 governing certain stem cell therapies and products.

While the FDA has articulated regulatory positions and enforcement policies concerning certain HCT/Ps, including products that the FDA considers subject to federal premarket approval requirements, the Company believes, based in part on the advice of its regulatory counsel, that its qualifying activities are conducted in accordance with applicable Florida statutory requirements. The Company recognizes that compliance with Florida law does not, by itself, establish compliance with federal law or preclude the FDA from exercising its regulatory or enforcement authority. Nevertheless, the Company believes that Florida’s statutory framework provides a legally supportable basis for certain of its operations within the state, subject to the requirements and limitations of that framework.

2

The Company intends to continue operating in accordance with its understanding of applicable federal and state requirements and, where appropriate, to vigorously defend its legal and regulatory positions against any adverse interpretation or enforcement action. Although the Company cannot assure that the FDA or other regulatory authorities will agree with its interpretations, it believes that its proactive regulatory compliance initiatives, supported by specialized legal counsel, position it to address evolving regulatory requirements.

In parallel, the Company continues to pursue initiatives designed to diversify its revenue opportunities and reduce its exposure to regulatory uncertainty, including supporting clinical research and development, evaluating international markets, and developing additional products and technologies that may be subject to different regulatory classifications or approval pathways. The Company believes these initiatives, together with its existing manufacturing infrastructure and technical capabilities, support its long-term strategy of participating in the expanding regenerative medicine industry.

Other Developments During the Eight Month Transition Period Ended June 30, 2026

Sale Of Exotropin Interests

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, LLC (“Exotropin” and, 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 Exotropin’s Limited Liability Company Agreement (as amended to date, the “LLC Agreement”) relating to the Membership Units (collectively, the “Membership Interests”).

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 and (iv) the Company returned all remaining inventory of Exotropin held by the Company 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, that certain August 2024 Sales Representative Agreement (“Sales Agreement”) between the Company and Exotropin was terminated and was of no further force or effect. The Agreement provided terms regarding non-solicitation and each party provided mutual general releases.

Strategic Partnership with Cytora and Made Scientific

On January 7, 2026, the Company announced that it had entered into a comprehensive strategic partnership with Cytora Therapeutics Ltd. (“Cytora”), a clinical-stage biotechnology company based in Israel developing allogeneic stem cell therapies and Made Scientific, Inc. (“Made Scientific”), a leading U.S.-based cell therapy contract development and manufacturing organization (“CDMO”), seeking to advance and commercialize Cytora’s novel allogeneic, off- the- shelf, human oral mucosal stem cell therapy in the United States. The partnership objectives will be the commercialization of the Cytora novel therapeutic through available avenues that have opened up under SB 1768, Tennessee’s HB 2246/SB 2586, Public Chapter 1016, and Georgia’s HB 1275, Act 453, for the treatment of wound care, pain, and orthopedic conditions and the parallel commencement of U.S. FDA Phase 2b clinical trials for the therapeutic towards the goal of obtaining an approved FDA license. Effective June 10, 2026, the parties executed various definitive agreements associated with the collaboration.

3

Under this multi-party collaboration, Cytora will provide the right to manufacture Cytora’s product, while continuing clinical and regulatory development, Made Scientific will serve as the exclusive U.S. manufacturing partner, cGMP manufacture, and quality control release testing of starting tissue-derived cell banks and final drug product from its state-of-the-art Princeton, New Jersey facility, and Zeo will serve as the exclusive U.S. commercial partner, providing market access, distribution infrastructure, and clinical site management.

Serephon LLC

On May 12, 2026, Ian Bothwell, the Company’s Chief Executive Officer and Chief Financial Officer, Dr. George Shapiro, the Company’s Chief Medical Officer, Greyt Ventures LLC, a principal shareholder of the Company and the Company formed Serephon LLC (“Serephon”), a Delaware limited liability company. Serephon intends to act 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.

In connection with the Serephon business, the Company agreed to supply biologic products to Serephon and/or Serephon’s 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).

Private Offering – Common Stock and Warrants

From November 2025 to June 2026, the Company sold 8.2 Units to fifteen investors for an aggregate purchase price of $2,050,000 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 512,500 shares of common stock and 512,500 warrants to purchase shares of common stock.

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

Corporate Information

The Company was incorporated in the state of Nevada on August 9, 2011. Effective February 20, 2024, the Company assumed its current name of “Zeo ScientifiX, Inc.”

Our executive offices are located at 3321 College Avenue, Suite 246, Davie, Florida and our telephone number is (888) 963-7881. Our corporate website is www.zeoscientifix.com. Information appearing on our website is not part of this Transition Report.

Industry Overview

The regenerative medicine industry represents a rapidly expanding segment of the biotechnology and healthcare markets, encompassing cellular therapies, tissue engineering, gene therapies, and other advanced biological technologies intended to repair, replace, or regenerate damaged or diseased human cells, tissues, and organs.

According to Grand View Research, the United States regenerative medicine market was valued at approximately $16.81 billion in 2023 and is projected to reach approximately $49.32 billion by 2030, representing a compound annual growth rate of approximately 16.72%. This projected growth is driven by increasing investment in regenerative medicine research, technological advancements, the prevalence of chronic and degenerative diseases, and continued development of innovative therapeutic applications.

4

Within this broader market, cellular therapies represent an important area of scientific and commercial development. Grand View Research projects that the U.S. cell therapy market will reach approximately $10.34 billion by 2030, reflecting a compound annual growth rate of approximately 21.18%

The Company believes that advances in cellular technologies, extracellular vesicle research, manufacturing processes, and quality-control methodologies may create additional opportunities for businesses possessing specialized regenerative medicine manufacturing and laboratory capabilities.

The Company seeks to participate in these developments through its existing biological product manufacturing capabilities, laboratory infrastructure, and relationships with licensed healthcare professionals.

Although the Company believes the regenerative medicine industry presents significant long-term opportunities, many emerging cellular and extracellular vesicle applications remain subject to ongoing scientific investigation and regulatory oversight. The Company’s ability to capitalize on these opportunities will depend upon regulatory developments, product safety and efficacy, market acceptance, capital resources, competitive conditions, and other factors.

Current Business Strategy

Our current business strategy is to achieve the following goals and milestones:

5

6

Regenerative Medicine - Market Overview

The regenerative medicine industry represents one of the most rapidly evolving sectors of healthcare and biotechnology, driven by advances in cellular therapies, stem cell technologies, extracellular vesicles, including exosomes, tissue engineering, and other innovative biological applications. This growth coincides with a fundamental evolution in healthcare, as increasing emphasis is placed on transitioning from the traditional reactive model of treating illness and disease (“sick care”) toward a more proactive, preventive, and wellness-oriented approach focused on healthy aging, longevity, and extending healthspan—the number of years individuals live in good health. This shift is further supported by significant demographic trends, including an aging global population and increasing life expectancy. According to the U.S. Census Bureau, approximately 61.2 million Americans were aged 65 or older in 2024, representing approximately 18% of the U.S. population, with that number projected by the Population Reference Bureau to reach approximately 82 million by 2050. Similar demographic trends are occurring worldwide, creating increasing demand for innovative healthcare solutions addressing age-related conditions and quality of life. According to Grand View Research, the U.S. regenerative medicine market was valued at approximately $16.81 billion in 2023 and is projected to reach $49.32 billion by 2030, representing a compound annual growth rate of approximately 16.72%. According to Precedence Research, the global regenerative medicine market, which includes cell therapy, gene therapy, tissue engineering and related biologics, was valued at approximately $43.77 billion in 2025 and is projected to reach approximately $234.85 billion by 2035, representing a compound annual growth rate (“CAGR”) of 18.29% from 2026 through 2035. North America continues to represent the largest regional market with the United States representing a significant portion of this activity.

These demographic and market trends, coupled with continued scientific advances, increasing investment in biotechnology, and evolving state regulatory frameworks, including Florida’s 2025 legislation and Tennessee’s and Georgia’s 2026 legislation addressing certain stem cell therapies, may create substantial long-term opportunities for companies operating in the regenerative medicine sector. With the Company’s its established manufacturing infrastructure, specialized laboratory capabilities, and relationships with licensed healthcare professionals, The Company believes it is strategically positioned to participate in the continued expansion of regenerative medicine and the broader evolution toward preventive, personalized, and longevity-focused healthcare. The Company’s ability to capitalize on these opportunities remains subject to applicable federal and state regulatory requirements, scientific and clinical developments, market acceptance, capital resources, and other commercial considerations. Industry market projections encompass therapeutic categories beyond the Company’s current operations and should not be interpreted as representing its directly addressable market or anticipated revenues.

7

Also, according to the Centers for Disease Control (the “CDC”), “Medical Tourism” (a term commonly used to describe people traveling outside their home country for medical treatment) is a worldwide, multibillion-dollar phenomenon that is expected to grow substantially in the next 5–10 years. Studies have estimated that hundreds of thousands of medical tourists travel from the United States annually and that patients pursue medical care abroad for a variety of reasons, including a desire to receive a procedure or therapy not available in their country of residence. Common categories of procedures that US travelers pursue during medical tourism trips include orthopedic surgery, cosmetic surgery, cardiology (cardiac surgery), oncologic care, and dentistry. Common destinations include Thailand, Mexico, Singapore, India, Malaysia, Cuba, Brazil, Argentina, and Costa Rica.

The Company operates at the intersection of the biopharmaceutical, regenerative medicine and cell therapy sectors, with a focus on the development, manufacturing and commercialization of regenerative biologic products and related technologies. The Company believes that continued growth in these sectors will be supported by several factors, including increased life expectancy and an aging population, the rising prevalence of chronic and degenerative conditions, advancements in cellular and biologic technologies, expanding clinical research and therapeutic applications, and growing interest in personalized and regenerative medicine.

Additionally, evolving regulatory frameworks, including recently enacted state legislation addressing certain regenerative therapies, may create additional opportunities for the development and commercialization of qualifying products and treatments, subject to applicable federal and state requirements. The Company believes these developments, together with continued investment in research, manufacturing capabilities and clinical development, provide a favorable long-term environment for growth in the regenerative medicine industry.

State Laws Expanding Access to Stem Cell and Regenerative Medicine Therapies

The regulatory landscape for regenerative medicine continues to evolve, with an increasing number of states enacting legislation designed to expand patient access to innovative stem cell and regenerative medicine therapies while establishing standards for patient safety, product quality, and physician oversight. Effective July 1, 2025, Florida enacted Senate Bill 1768, establishing a statutory framework permitting licensed physicians to administer certain stem cell therapies that have not received FDA approval for specified orthopedic conditions, wound care, and pain management, subject to applicable statutory requirements. This legislative development has been followed by similar initiatives in other states, including Tennessee and Georgia, both of which enacted legislation in 2026, with principal provisions becoming effective July 1, 2026. Other states, including Texas, Mississippi, North Carolina, Nevada, and Utah, have also adopted legislation addressing access to certain stem cell or regenerative medicine therapies, although the scope and requirements of these laws vary.

The Company believes these developments reflect growing recognition of the potential of regenerative medicine and represent an emerging commercial opportunity for qualified manufacturers and healthcare providers. The Company believes its established manufacturing infrastructure, quality management systems, specialized laboratory capabilities, and relationships with licensed physicians position the Company to participate in and benefit from these expanding state-level opportunities. Having initially focused its commercialization efforts principally in Florida, the Company intends to evaluate expansion into additional states, including Tennessee and Georgia, where applicable laws may permit the use of qualifying products. The Company believes that continued adoption of these legislative frameworks could expand its physician customer base, increase product demand, generate additional revenue opportunities, and accelerate the adoption of regenerative medicine technologies. Furthermore, broader physician utilization of qualifying products may provide opportunities to collect real-world safety and patient outcome data, subject to applicable legal requirements and patient authorizations. Such data could complement the Company’s existing research and development initiatives, support the evaluation of potential therapeutic applications, and inform the design of future clinical studies, although such data would not replace clinical testing or FDA approvals where required.

Expanding Commercial Opportunities Under Evolving State Regulatory Frameworks

The Company believes that the continued evolution of state regulatory frameworks represents a significant opportunity to accelerate its growth, expand its market presence, and advance its long-term strategic objectives. Historically, regulatory uncertainty surrounding the commercialization of certain biologic products, together with the substantial costs and extended timelines associated with clinical development and FDA approval, has presented challenges to industry growth, physician adoption, patient access, and investment in regenerative medicine technologies. The enactment of legislation in Florida and other states, including Tennessee and Georgia, represents a potentially transformative development for the Company’s commercial strategy, providing new opportunities to expand the distribution of qualifying stem cell and regenerative medicine products, strengthen relationships with licensed physicians and healthcare institutions, and broaden its geographic reach. The Company intends to leverage its established manufacturing infrastructure, specialized laboratory capabilities, quality management systems, and physician relationships to pursue these emerging opportunities through expanded product distribution, physician education, strategic

8

partnerships, and additional manufacturing and logistical capabilities where commercially appropriate. Importantly, the Company believes that increased physician adoption of qualifying products may also create opportunities to collect valuable real-world safety and patient outcome data, subject to applicable legal requirements, which could complement its ongoing research initiatives, support the evaluation of potential therapeutic applications, and contribute to the design and advancement of future FDA-regulated clinical programs. The Company further believes that these developments, together with increasing consumer interest in regenerative medicine, healthy aging, and personalized healthcare, may enhance its ability to attract strategic partners, pursue additional funding opportunities, diversify its revenue streams, and strengthen its competitive position within the rapidly expanding regenerative medicine industry. Management believes that the Company is well positioned to capitalize on these emerging market opportunities and that successful execution of its business strategy could provide a meaningful foundation for sustained revenue growth and long-term shareholder value creation. These opportunities remain subject to compliance with applicable federal and state laws, including FDA requirements, and there can be no assurance that the Company will successfully commercialize additional products, obtain necessary regulatory authorizations, or achieve its anticipated growth objectives.

Marketing and Sales

The Company markets its RAAM products and services to a growing network of licensed healthcare providers through an established sales and distribution platform consisting of an in-house and contracted sales team of approximately nine professionals, supplemented by a network of independent distributors and strategic relationships. As demand for regenerative medicine products continues to evolve and new market opportunities emerge, the Company intends to strategically expand its sales organization, strengthen its independent distribution network, and broaden its geographic reach, subject to available working capital and market conditions. A key component of the Company’s commercial strategy is its commitment to physician education, professional development, and long-term provider relationships. To support these objectives, the Company has developed and implemented educational masterclasses, clinical workshops, and professional training programs designed to provide healthcare professionals with access to emerging scientific research, advances in regenerative and anti-aging medicine, and information regarding the appropriate use of qualifying products and technologies. These initiatives are intended to enhance physician engagement, support informed clinical decision-making, strengthen customer relationships, and position the Company as a trusted resource within the regenerative medicine community. The Company believes that its integrated approach to sales, distribution, physician education, and professional collaboration provides a scalable platform to support market expansion, increase product awareness, and drive sustainable long-term revenue growth, subject to applicable regulatory requirements and the Company’s ability to execute its business strategy.

Raw Materials and Sources of Supply

The Company sources raw materials, biological materials, and other essential supplies used in its regenerative, anti-aging, and aesthetic medicine (“RAAM”) research, product development, and manufacturing operations from unaffiliated third-party suppliers and specialized laboratories. These relationships support the Company’s ability to manufacture and develop its placental-derived and other regenerative medicine products while maintaining its established quality control and manufacturing standards. The Company seeks to maintain reliable supplier relationships and evaluate alternative sources of supply to support operational continuity, product quality, and anticipated business growth. As the Company expands its manufacturing capabilities and product portfolio, it intends to further strengthen and diversify its supply chain to enhance operating efficiencies, support production scalability, and reduce dependence on individual suppliers. Although disruptions in the availability of certain raw materials or changes in supplier relationships could affect production schedules, costs, or the Company’s ability to fulfill customer orders, management believes that its supply chain strategy and established manufacturing infrastructure provide a foundation to support the Company’s current operations and anticipated expansion.

Customers

The Company, including Serephon, serves a growing and increasingly diversified network of licensed healthcare professionals, medical practices, clinics, and healthcare organizations engaged in regenerative, anti-aging, and aesthetic medicine (“RAAM”). Our customer relationships extend across multiple medical specialties and geographic markets, reflecting increasing interest in regenerative medicine technologies and their potential applications in clinical practice. The Company believes that the breadth and diversity of its customer base, together with its expanding domestic and international distribution relationships, provide a strong foundation for continued market penetration and long-term revenue growth. Our commercial strategy emphasizes establishing enduring relationships with healthcare providers through consistent product quality, reliable manufacturing and distribution capabilities, professional education, and ongoing scientific and technical support. As the regenerative medicine industry continues to evolve and additional geographic markets become accessible, the Company intends to expand its relationships with physicians, medical institutions, and distribution partners, further strengthening its commercial presence. Management believes that its expanding customer network, combined with its specialized manufacturing capabilities and commitment to physician engagement, positions the Company to capitalize on emerging opportunities and support the continued growth of its RAAM business. The Company does not believe its business is operationally dependent upon any single customer relationship, although individual customers may account for significant portions of revenue during particular reporting periods.

9

Intellectual Property

The table below sets forth a summary of our intellectual property rights.

10

11

12

13

14

15

The Company recognizes that the development, ownership, protection, and commercialization of intellectual property are integral to its long-term growth strategy and competitive positioning within the regenerative medicine and biotechnology industries. The Company’s intellectual property strategy encompasses three principal categories: (i) Company-developed intellectual property, including proprietary technologies, inventions, discoveries, manufacturing processes, methodologies, and other innovations developed internally through its research, development, and operational activities; (ii) licensed intellectual property, consisting of technologies, patents, proprietary processes, and other intellectual property developed by third parties for which the Company may acquire commercial rights through licensing agreements, acquisitions, or strategic partnerships; and (iii) jointly developed intellectual property, arising from research collaborations, joint development arrangements, and strategic relationships with scientists, academic institutions, research organizations, and commercial partners, with ownership and commercialization rights established through applicable contractual agreements.

Pursuant to agreements with its employees and consultants, the Company maintains contractual provisions designed to secure ownership of intellectual property and proprietary work product developed in connection with employment or work performed as a consultant relating to the Company’s existing or contemplated business activities, including applicable rights to patents, copyrights, trade secrets, and other intellectual property, subject to contractual exceptions and applicable law. Certain agreements also provide for the Company’s use of pre-existing intellectual property incorporated into Company-developed technologies through specified licensing arrangements. The Company believes that its ability to develop, acquire, protect, and commercialize intellectual property across these three categories provides an important foundation for innovation, strategic collaborations, potential licensing revenues, and long-term enterprise value creation. As the Company continues to expand its research and development initiatives, advanced cellular and extracellular vesicle technologies, and strategic relationships, it intends to pursue appropriate intellectual property protection measures, including patent applications, confidentiality agreements, invention assignments, licensing arrangements, and other contractual safeguards. The Company’s ability to obtain, maintain, enforce, and commercialize intellectual property rights remains subject to applicable laws, contractual limitations, regulatory requirements, and the inherent risks associated with developing emerging biotechnology products.

Competition

The regenerative medicine, biologics, and aesthetics industries in which the Company operates are dynamic, rapidly evolving, and characterized by continued scientific innovation, technological advancements, expanding market opportunities, and evolving regulatory frameworks. The Company competes with businesses engaged in the development, manufacturing, distribution, and commercialization of regenerative medicine products, cellular and tissue-based technologies, biologics, wound care solutions, and aesthetic products, as well as providers of conventional medical treatments and alternative therapeutic approaches. The Company believes that its integrated operating platform, advanced manufacturing infrastructure, specialized scientific capabilities, strategic location within a major research university, established physician relationships, commitment to quality assurance, and emphasis on professional education provide meaningful competitive strengths in this evolving marketplace. Principal competitive factors include product quality and consistency, safety, clinical evidence, manufacturing capabilities, regulatory compliance, physician acceptance, pricing, product availability, distribution efficiency, intellectual property, and the ability to provide comprehensive scientific, technical, and educational support to healthcare professionals.

A cornerstone of the Company’s competitive positioning is its biotechnology and manufacturing facility located on the campus of Nova Southeastern University (“NSU”), Florida’s largest private research university and an institution holding the “Carnegie R1” designation, the highest classification for research activity. The Company’s facility is situated within NSU’s approximately $100 million Center for Collaborative Research, a sophisticated research environment designed to support scientific discovery, technological innovation, and interdisciplinary collaboration. The Company’s dedicated facility incorporates ISO Class 7 cleanroom capabilities, specialized laboratory infrastructure, and manufacturing operations supported by established quality management systems and processes designed to meet applicable current Good Manufacturing Practice (“cGMP”) standards. The Company maintains an FDA-registered establishment and possesses specialized capabilities in cellular processing, extracellular vesicle characterization and analysis, microbiological testing, sterility assessment, and other analytical and quality-control procedures.

16

In addition to its own substantial investment in manufacturing and laboratory infrastructure, the Company benefits from access to NSU’s extensive array of sophisticated scientific instrumentation, specialized laboratory equipment, and advanced research resources. This access enables the Company to leverage capabilities beyond those maintained within its own facilities, potentially reducing the need for duplicative capital expenditures while supporting advanced analytical testing, research initiatives, product development, and scientific collaboration. Management further believes that the Company’s physical presence within a nationally recognized R1 research university represents a competitive advantage independent of its access to laboratory equipment and research infrastructure. Operating within this academic research environment provides opportunities to engage with scientific expertise, foster interdisciplinary collaborations, attract specialized scientific talent, and pursue relationships with researchers, clinicians, and academic institutions. The Company believes that the combination of its dedicated manufacturing infrastructure, access to NSU’s broader scientific resources, and strategic location within a major research university provides a distinctive competitive position that may be difficult for certain competitors to replicate. Management believes these advantages support the Company’s ability to pursue innovative regenerative medicine technologies, expand its scientific capabilities, and develop strategic relationships that may contribute to long-term commercial growth.

The Company also considers its regulatory history and commitment to quality assurance to be important elements of its competitive positioning. Since its inception, the Company has not received an FDA Warning Letter, a distinction management considers noteworthy within an industry that has experienced FDA scrutiny and enforcement activity involving certain stem cell, human cellular and tissue-based, and extracellular vesicle products. The Company believes that its investment in quality management systems, standardized manufacturing procedures, specialized laboratory testing, and ongoing regulatory compliance initiatives strengthens its ability to establish and maintain relationships with physicians, healthcare institutions, distributors, and strategic partners. Management views its regulatory history and operational discipline as important components of the Company’s commitment to product quality and long-term commercial development. The absence of an FDA Warning Letter, however, does not constitute FDA approval or a determination of regulatory compliance by the FDA and does not preclude future regulatory inquiries, inspections, or enforcement actions.

The Company believes that the healthcare industry’s increasing emphasis on preventive medicine, personalized healthcare, healthy aging, wellness, and longevity, together with continued advances in cellular and extracellular vesicle technologies, may contribute to growing demand for innovative regenerative medicine products and services. This broader evolution toward more personalized and proactive approaches to healthcare presents potential opportunities for companies engaged in developing and manufacturing advanced biological technologies. While third-party reimbursement remains an important consideration in the healthcare industry, many regenerative medicine therapies are currently offered through a cash-pay model. The Company’s near-term commercialization strategy for certain qualifying products is principally focused on the private-pay healthcare market, providing opportunities to establish direct relationships with physicians and healthcare practices without depending upon third-party reimbursement as a prerequisite for commercialization. The Company believes that increasing physician and patient awareness, expanding scientific research, and the development of additional clinical evidence may support broader market acceptance over time. Such evidence may be generated through FDA-authorized clinical trials, permitted research activities, and, where appropriate, the collection of real-world safety and patient outcome data, subject to applicable legal and regulatory requirements.

The Company further believes that the emergence of new state regulatory frameworks represents a potentially significant catalyst for industry expansion and additional commercial opportunities. Beginning with Florida’s enactment of Senate Bill 1768, effective July 1, 2025, and followed by legislation enacted in Tennessee and Georgia in 2026, with principal provisions becoming effective July 1, 2026, states have established frameworks addressing physician access to certain stem cell and regenerative medicine therapies that have not received FDA approval. Other states, including Texas, Mississippi, North Carolina, Nevada, and Utah, have adopted measures addressing access to certain regenerative medicine therapies, although the scope and requirements of these laws vary. The Company believes these legislative developments may contribute to increased physician participation, greater patient awareness, geographic market expansion, and additional demand for qualifying regenerative medicine products. Although these developments may encourage additional competitors to enter the market, management believes that the Company’s existing manufacturing infrastructure, established distribution relationships, operational experience, and investment in scientific capabilities provide a foundation from which to pursue these emerging commercial opportunities. The Company intends to evaluate opportunities to expand its geographic presence and physician relationships in states where applicable regulatory frameworks may permit the commercialization of qualifying products.

The Company’s competitive strategy is centered on differentiating the Company through the integration of advanced manufacturing, quality management, innovative product development, physician education, and strategic scientific collaborations. Unlike businesses whose operations are principally limited to product distribution, the Company’s operating model combines manufacturing, laboratory testing, product development, quality assurance, and commercial distribution capabilities within an integrated platform. Management believes this approach provides opportunities to exercise greater oversight over product quality, strengthen customer relationships, respond to evolving market requirements, and pursue the development of differentiated biological technologies. The Company also intends to leverage its scientific and manufacturing capabilities to pursue proprietary and licensed technologies, including emerging cellular and extracellular vesicle applications, through internal development initiatives and collaborations with scientists, research institutions, and commercial partners.

17

As the regenerative medicine industry continues to mature, the Company intends to strengthen its competitive position through continued investment in research and development, expansion of its physician and distribution networks, advancement of proprietary and licensed intellectual property, and pursuit of strategic partnerships and commercialization opportunities. Management believes that the combination of the Company’s established operational infrastructure, regulatory history, specialized scientific capabilities, location within NSU’s R1 research environment, expanding commercial relationships, and commitment to innovation positions the Company to compete effectively and pursue opportunities for sustainable revenue growth and long-term shareholder value creation. Nevertheless, the Company’s ability to realize these opportunities will depend upon competitive conditions, market acceptance, clinical evidence, available capital, regulatory requirements, and successful execution of its business strategy. State legislation does not constitute FDA approval of the Company’s products or supersede applicable federal law, and there can be no assurance that the Company’s products will qualify under any particular state regulatory framework or that regulatory authorities will agree with the Company’s interpretation of applicable requirements.

Federal Regulatory Environment and Competition

The regulatory framework governing human cells, tissues, and cellular and tissue-based products (“HCT/Ps”) plays an important role in shaping the regenerative medicine industry, influencing product development, manufacturing standards, commercialization strategies, and competitive opportunities. The Company believes that the continued evolution of federal regulatory requirements, together with increasing scientific understanding of regenerative medicine technologies, may contribute to the development of a more clearly defined and sustainable marketplace. Management believes that companies possessing established manufacturing infrastructure, specialized scientific capabilities, comprehensive quality management systems, and the resources necessary to adapt to evolving regulatory requirements may be better positioned to compete as the industry continues to mature.

The FDA regulates HCT/Ps under a framework that distinguishes products eligible for regulation solely under Section 361 of the Public Health Service Act and 21 C.F.R. Part 1271 from products subject to additional regulation as drugs, devices, and/or biological products. The applicable regulatory pathway depends on several factors, including a product’s composition, degree of processing, intended use, and other relevant characteristics. Products requiring additional regulatory authorization may be subject to investigational new drug application (“IND”) requirements for clinical investigation and FDA approval or licensure, including through a biologics license application (“BLA”), before commercial marketing. Following the conclusion of the FDA’s enforcement discretion period for certain regenerative medicine products in May 2021, regulatory classification and compliance have remained important considerations for manufacturers and distributors operating within this industry.

The Company views its investment in advanced manufacturing capabilities, specialized laboratory infrastructure, quality assurance systems, and scientific expertise as important components of its strategy for operating within this evolving regulatory environment. The Company’s biotechnology and manufacturing facility at Nova Southeastern University’s Center for Collaborative Research, together with its ISO Class 7 cleanroom capabilities, analytical testing resources, and established quality management procedures, provides an operational foundation for pursuing product development, manufacturing, and commercialization opportunities under applicable regulatory frameworks. Management believes that these capabilities may enhance the Company’s ability to evaluate new technologies, support scientific research, maintain product quality and consistency, and adapt its operations as regulatory requirements and commercial opportunities evolve.

The Company has also sought guidance from experienced FDA regulatory counsel regarding its operations and the applicability of federal and state regulatory requirements to certain of its products and commercial activities. In particular, the Company has obtained a written legal opinion addressing its operations under Florida’s regulatory framework governing certain qualifying stem cell therapies. Management believes that this legal analysis, together with its ongoing compliance initiatives, supports the Company’s approach to pursuing opportunities under applicable state laws. Such legal opinions do not constitute FDA approval, authorization, or a binding determination by federal regulatory authorities, and the Company recognizes that state legislation does not supersede applicable federal requirements. The Company has not obtained an FDA ruling or determination confirming the regulatory classification or compliance status of all products it manufactures or distributes. Accordingly, although the Company believes it has identified regulatory basis for its current activities, there can be no assurance that the FDA will agree with its interpretations or will not determine that one or more products require additional authorization.

18

The Company believes that the increasing emphasis on scientific validation, product quality, regulatory compliance, and manufacturing consistency may create opportunities for established industry participants with the infrastructure and expertise necessary to support these requirements. Companies pursuing FDA approval or licensure for products regulated as drugs or biological products may be required to undertake substantial research and development programs, including preclinical studies, clinical trials, and regulatory submissions. Although these activities can require significant capital investment and extended development timelines, successful regulatory authorization may provide opportunities for broader commercialization, greater physician acceptance, approved therapeutic indications, and potential access to third-party reimbursement. The Company believes that its manufacturing capabilities, scientific resources, and relationships with researchers and healthcare professionals may provide a foundation for evaluating participation in such development programs, whether independently or through strategic collaborations.

As part of its long-term strategy, the Company continues to pursue a diversified approach to product development and commercialization designed to capitalize on emerging opportunities while adapting to changes in the regulatory environment. These initiatives include supporting scientific and clinical research, evaluating FDA-authorized development pathways where appropriate, exploring international commercialization opportunities, and expanding its portfolio into product categories and applications governed by different regulatory requirements. The Company’s development initiatives include products incorporating certain proprietary ingredients for topical, aesthetic, and other potential applications, subject to applicable regulatory classifications and requirements. Management believes that the continued diversification of its product portfolio, together with investments in proprietary technologies, strategic scientific collaborations, and advanced manufacturing capabilities, may broaden the Company’s addressable markets and provide additional avenues for future revenue generation.

The Company believes that its integrated operating platform, regulatory diligence, scientific capabilities, and diversified commercialization strategy provide a foundation for pursuing sustainable growth as the regenerative medicine industry evolves. While changes in federal regulatory interpretations, enforcement priorities, or product classifications could affect the Company’s operations or require additional regulatory authorizations, management intends to continue evaluating applicable requirements, strengthening its compliance capabilities, and pursuing opportunities that align with its scientific expertise, manufacturing infrastructure, and long-term business objectives.

Clinical Development as a Competitive Strategy

The Company views clinical research, scientific validation, and the advancement of innovative regenerative medicine technologies as important components of its long-term growth strategy and competitive differentiation. The Company intends to pursue a multifaceted approach to clinical development and commercialization, combining opportunities available under existing regulatory frameworks with the evaluation of FDA-authorized clinical development pathways for selected products and therapeutic applications. Management believes this approach may enable the Company to capitalize on near-term commercial opportunities while building the scientific foundation necessary to support broader market acceptance, product differentiation, and long-term enterprise value creation.

For selected regenerative medicine products and indications, the Company intends to evaluate and, where commercially appropriate, pursue clinical development programs designed to support potential FDA approval or licensure. Successful completion of such programs could provide meaningful competitive advantages, including increased acceptance among physicians, hospitals, and other healthcare institutions; stronger clinical evidence supporting product safety and efficacy; greater differentiation from products that have not received FDA approval; and potential opportunities for coverage and reimbursement through governmental and private third-party payors. The Company believes that its specialized manufacturing infrastructure, analytical capabilities, scientific expertise, and relationships with researchers and healthcare professionals may provide a foundation for pursuing these initiatives independently or through strategic collaborations, licensing arrangements, and other development partnerships.

Concurrently, the Company intends to pursue commercial opportunities for qualifying products under applicable federal and state regulatory frameworks, including opportunities within the private-pay healthcare market. Management believes that this approach may allow the Company to develop its commercial operations and expand physician relationships while evaluating longer-term clinical development opportunities. Where appropriate and legally permissible, the Company also intends to support the collection and evaluation of real-world safety and patient outcome data, which may contribute to scientific understanding, inform future research priorities, and help identify promising applications for further clinical investigation. Such data would not necessarily satisfy the evidentiary requirements for FDA approval or licensure.

19

The Company believes that integrating scientific research, clinical development, strategic collaborations, and commercialization activities within a coordinated business strategy may provide a competitive advantage as the regenerative medicine industry continues to evolve. By pursuing multiple development and commercialization pathways, the Company seeks to diversify its product portfolio, expand its potential addressable markets, strengthen relationships with healthcare providers and research institutions, and position itself to participate in emerging therapeutic opportunities. Management believes this strategy, supported by the Company’s manufacturing infrastructure and access to scientific resources within Nova Southeastern University’s research environment, provides a foundation for innovation, potential future revenue growth, and long-term shareholder value creation.

The successful development, regulatory authorization, and commercialization of regenerative medicine products remain subject to scientific, clinical, financial, and regulatory uncertainties. There can be no assurance that any clinical development program will result in FDA approval or licensure, that the Company will obtain sufficient resources to complete such programs, or that its commercialization strategies will achieve their intended objectives. In addition, applicable federal and state regulatory requirements may change or be interpreted differently by regulatory authorities, potentially affecting the Company’s ability to develop, manufacture, distribute, or commercialize certain products.

Products and Competitive Landscape

The Company operates within a broad and evolving marketplace encompassing regenerative medicine, cellular and tissue-based technologies, biologics, advanced wound care, orthopedic and sports medicine applications, pain management, and aesthetic products. Management believes that continued advances in biotechnology, increasing scientific interest in regenerative medicine, and growing demand for personalized healthcare, healthy aging, and longevity-related solutions may create meaningful opportunities for companies capable of developing, manufacturing, and commercializing differentiated biological products. The Company’s strategy is to leverage its established manufacturing infrastructure, specialized scientific capabilities, quality management systems, and physician relationships to compete across multiple product categories while progressively expanding its portfolio through proprietary product development, intellectual property licensing, and strategic scientific collaborations.

The regenerative medicine marketplace encompasses a diverse range of allogeneic and autologous products, conventional therapeutic alternatives, and emerging biological technologies. Allogeneic products include materials derived from human perinatal tissues, including placental tissue, amniotic tissue and fluid, umbilical cord tissue, Wharton’s jelly, cord blood, and other human tissue sources. Products within these categories differ substantially in their source materials, manufacturing and processing methodologies, biological composition, intended applications, regulatory classifications, pricing, and supporting scientific evidence. Management believes that product quality and consistency, manufacturing sophistication, biological characterization, analytical testing, and the availability of reliable scientific information are increasingly important factors influencing physician acceptance and competitive differentiation. The Company’s capabilities in cellular processing, extracellular vesicle characterization, microbiological testing, sterility assessment, and other analytical procedures support its strategy of providing products manufactured under established quality management processes.

In addition to its existing product offerings, the Company believes that emerging advances in cellular engineering, extracellular vesicle technologies, biologically active proteins, growth factors, and other regenerative medicine platforms may create opportunities for the development of next-generation biological products. Management is evaluating technologies and potential commercial relationships involving advanced cellular systems, engineered extracellular vesicles, and innovative approaches to the delivery of biologically active substances. These initiatives may include technologies designed to enhance the functional characteristics of cellular products, develop differentiated extracellular vesicle formulations, and support the investigation of new therapeutic applications. The Company intends to pursue such opportunities through internal research and development, licensing arrangements, acquisitions, and collaborations with scientists, academic institutions, and biotechnology companies, as appropriate. Management believes that integrating emerging scientific technologies with the Company’s existing manufacturing and analytical infrastructure may provide a foundation for future product differentiation, intellectual property development, and expansion into additional markets. These technologies remain subject to scientific validation, applicable regulatory requirements, and the successful completion of any necessary development and commercialization activities.

20

The regenerative medicine marketplace also includes autologous products and procedures involving a patient’s own blood, bone marrow, adipose tissue, and other biological materials. These approaches include platelet-rich plasma, bone marrow-derived preparations, and other physician-administered procedures. Although autologous and allogeneic technologies may address overlapping areas of clinical interest, they differ in their sourcing, processing, manufacturing, distribution, and operational requirements. Management believes that the Company’s allogeneic manufacturing capabilities provide opportunities to offer physicians standardized, premanufactured biological products, where legally permitted, potentially reducing certain logistical complexities associated with patient-specific collection and processing. The regulatory classification of any autologous or allogeneic product depends upon its characteristics, processing, intended use, and other applicable criteria, and autologous status alone does not exempt a product or procedure from FDA regulation.

The Company also views the expanding market for aesthetic, wellness, and topical products as a complementary opportunity for commercial diversification and product innovation. This market includes serums, creams, and other formulations incorporating peptides, proteins, growth factors, and additional biologically derived or bioactive ingredients. Through the development of products incorporating certain proprietary ingredients, the Company intends to pursue opportunities within selected topical and aesthetic product categories. Management believes that these initiatives may enable the Company to leverage its scientific expertise, formulation capabilities, and existing commercial relationships to address additional market segments and broaden its potential customer base. The regulatory requirements applicable to these products vary depending upon their composition, labeling, intended use, and marketing claims, and certain products or claims may require FDA authorization before commercialization.

The Company’s competitive landscape includes biotechnology companies, manufacturers, tissue processors, distributors, healthcare technology providers, and suppliers of conventional therapeutic alternatives. Companies with which the Company has historically competed in certain segments of the regenerative medicine and allogeneic biologics markets include Kimera Labs, Frontier Biologics, Platinum Biologics, Benev Company Inc., Exocel Bio, Re-gen Active Lab, Neobiosis, MiMedx Group, Inc., Invitrx Therapeutics, Signature Biologics, Direct Biologics, and Vitti Labs LLC, together with numerous distributors marketing products manufactured or supplied by third parties. The Company also competes with tissue banks and suppliers of blood, bone, and soft tissue products, companies offering autologous regenerative medicine technologies, and manufacturers of conventional pharmaceutical, wound care, orthopedic, and aesthetic products. These market participants vary significantly in their operating models, financial resources, product portfolios, regulatory status, scientific capabilities, and commercialization strategies. The identification of these companies reflects historical competitive activity in relevant market segments and does not necessarily indicate that each currently offers products directly comparable to those of the Company.

Management believes that the Company’s competitive positioning is strengthened by its integrated operating model, which combines manufacturing, laboratory testing, quality assurance, product development, and commercial distribution capabilities within a coordinated biotechnology platform. As described elsewhere in this report, the Company’s facility at Nova Southeastern University’s Center for Collaborative Research provides specialized manufacturing and analytical capabilities, while its location within an R1 research university environment and access to certain advanced scientific resources provide additional opportunities for research and collaboration. Management believes that this combination of operational infrastructure, scientific expertise, and commercial capabilities differentiates the Company from certain market participants whose activities are principally limited to third-party product distribution. The Company also considers its emphasis on regulatory compliance, manufacturing quality, and scientific support to be important components of its competitive strategy.

The FDA has undertaken enforcement activities involving certain manufacturers and distributors of regenerative medicine products that the agency believes have been marketed or distributed in violation of applicable federal requirements. Since its inception, the Company has not received an FDA Warning Letter, which management considers a noteworthy aspect of the Company’s regulatory history. The Company intends to continue emphasizing quality management, laboratory testing, regulatory diligence, and scientific support in its operations and commercial relationships. The absence of an FDA Warning Letter does not constitute FDA approval, authorization, or a determination that the Company’s products or activities comply with all applicable federal requirements, and does not preclude future regulatory inquiries or enforcement actions.

The regenerative medicine and biotechnology markets encompass a diverse range of competitors with varying business models, technological capabilities, manufacturing infrastructure, product portfolios, and commercialization strategies. The Company believes that its integrated operating platform, specialized scientific expertise, advanced manufacturing capabilities, established physician relationships, and commitment to product quality and innovation provide meaningful opportunities for competitive differentiation. The Company intends to strengthen its market position by leveraging these capabilities, expanding its product portfolio, pursuing strategic scientific collaborations, and developing innovative technologies designed to address emerging opportunities within the regenerative medicine and biotechnology industries.

21

Looking forward, the Company’s competitive strategy is focused on expanding beyond its existing regenerative medicine product portfolio toward a broader biotechnology platform incorporating advanced cellular technologies, engineered extracellular vesicles, proprietary biological formulations, and potentially licensed or acquired intellectual property. Management believes that continued innovation in these areas, together with the Company’s established manufacturing infrastructure and scientific relationships, may create opportunities to develop differentiated products, pursue additional therapeutic and commercial applications, and establish new sources of revenue. The Company intends to evaluate these opportunities through a combination of internal development, scientific collaborations, strategic partnerships, and licensing arrangements, while continuing to strengthen its existing manufacturing and commercial operations.

Management believes that the combination of the Company’s existing commercial activities, specialized manufacturing infrastructure, scientific capabilities, established physician relationships, and expanding technology development strategy provides a foundation for long-term growth and competitive differentiation. The Company’s ability to capitalize on these opportunities will depend upon scientific progress, successful product development, market acceptance, available capital, competitive conditions, intellectual property rights, and applicable regulatory requirements. There can be no assurance that technologies under evaluation will be successfully developed, acquired, licensed, approved, or commercialized, or that the Company’s strategic initiatives will result in increased revenues or profitability.

Aesthetics

The aesthetics and regenerative skincare markets represent an important component of the Company’s strategy to expand its biotechnology platform, diversify its product portfolio, and pursue additional commercial opportunities. These markets encompass products and procedures intended for skin rejuvenation, healthy aging, hair restoration, and other cosmetic applications. Products include advanced topical formulations, serums, creams, peptides, growth factors, biologically derived ingredients, aesthetic devices, and medical aesthetic procedures. Management believes that continued advances in biotechnology, increasing interest in scientifically developed skincare products, and growing demand for innovative aesthetic solutions may create opportunities for companies capable of combining scientific expertise, product development, and established commercial distribution capabilities.

The Company intends to leverage its existing scientific expertise, manufacturing infrastructure, quality management systems, and established physician relationships to expand its presence in the biotechnology-driven aesthetics market. Management believes that its experience in cellular technologies, extracellular vesicle characterization, biological processing, and analytical testing provides a foundation for evaluating and commercializing differentiated aesthetic products. These initiatives include products incorporating proprietary ingredients, and potential strategic relationships with biotechnology companies developing advanced skincare formulations and biologically active ingredients.

As part of its broader commercialization strategy, the Company is actively pursuing strategic licensing, distribution, and commercialization arrangements with established biotechnology companies possessing proprietary technologies and existing product portfolios. These initiatives include advanced discussions regarding potential exclusive United States commercialization rights to existing and future products developed by third-party biotechnology companies, including products incorporating innovative cellular technologies, biologically derived ingredients, and advanced aesthetic formulations. Management believes that such arrangements, if successfully completed, could provide opportunities to expand the Company’s commercial portfolio, accelerate its entry into complementary markets, and establish a continuing pipeline of additional products as new technologies are developed.

The Company’s strategy emphasizes the integration of innovative technologies developed by third parties with the Company’s existing scientific capabilities, manufacturing infrastructure, and commercial distribution network. Management believes that this approach may enable the Company to broaden its product offerings while leveraging established relationships with physicians, healthcare practices, aesthetic professionals, and other commercial partners. In addition to introducing existing products into the United States market, the Company intends to evaluate opportunities for collaborative product development, additional licensing arrangements, and the commercialization of future biotechnology-derived products.

The aesthetics market encompasses a diverse range of companies offering products with varying formulations, technologies, scientific support, pricing structures, and distribution models. The Company intends to compete through an emphasis on product quality, scientific innovation, differentiated formulations, professional education, and established relationships with healthcare providers and distribution partners. Management believes that its integrated operating platform, combined with potential access to innovative products and technologies through strategic commercial relationships, may support its ability to establish and expand a presence in selected segments of the professional aesthetics and advanced skincare markets.

22

The Company’s expansion into aesthetics is intended to complement its existing regenerative medicine operations and advance its broader strategy of developing a diversified biotechnology manufacturing and commercialization platform. Through internal product development, proprietary formulations, strategic licensing arrangements, and commercial partnerships, the Company seeks to broaden its product portfolio, expand its addressable markets, and develop additional potential sources of revenue. Management believes that combining its established operating capabilities with access to emerging biotechnology-derived products may provide a foundation for continued commercial development and long-term growth.

There can be no assurance that any proposed licensing and commercialization arrangement will be completed or that existing or future products will achieve market acceptance or generate anticipated revenues. The development, manufacture, marketing, distribution, and sale of aesthetic products remain subject to applicable federal and state regulatory requirements, including requirements relating to product composition, labeling, intended use, safety, and marketing claims.

Market Demand

The Company believes that the regenerative medicine, biotechnology, and advanced aesthetics markets present meaningful opportunities for continued expansion, driven by a convergence of demographic trends, scientific innovation, evolving healthcare preferences, and developments in the regulatory environment. An aging population, increasing emphasis on healthy aging and longevity, growing interest in maintaining physical activity and quality of life, and continued advances in cellular and biological technologies are contributing to interest in innovative healthcare products and treatment alternatives. Management believes these trends may support increased demand for regenerative medicine products, advanced biological technologies, and scientifically developed aesthetic solutions.

The Company’s commercial strategy is aligned with several evolving trends in healthcare, including increased interest in personalized medicine, preventative health, healthy aging, orthopedic and sports medicine applications, wound care, and biotechnology-driven aesthetic products. As patients and healthcare providers evaluate emerging approaches to health and wellness, management believes that demand may increase for products supported by reliable manufacturing processes, appropriate quality controls, scientific characterization, and credible clinical evidence. The Company believes that its integrated operating platform, which combines specialized manufacturing infrastructure, laboratory testing, scientific expertise, product development capabilities, and established physician relationships, positions the Company to pursue opportunities arising from these developments.

Management also believes that the evolving state legislative environment may create additional commercial opportunities for certain regenerative medicine products and services. Several states, including Florida, Tennessee, and Georgia, have enacted legislation addressing access to specified regenerative medicine or stem cell-related therapies under defined circumstances and subject to applicable statutory requirements. These developments may contribute to increased awareness among physicians and patients, encourage the establishment of additional treatment facilities, and support the development of new commercial channels for qualifying products. The Company intends to evaluate opportunities within these jurisdictions while maintaining its focus on applicable federal and state regulatory requirements. State legislation does not supersede federal law or eliminate any applicable FDA requirements.

The Company further believes that advances in biotechnology may contribute to the development of additional markets beyond traditional regenerative medicine applications. Emerging technologies involving cellular engineering, extracellular vesicles, biologically active proteins, growth factors, and advanced biological delivery systems are generating scientific and commercial interest across multiple fields. The Company intends to evaluate these opportunities through internal research and development, scientific collaborations, strategic licensing arrangements, and potential acquisitions of complementary technologies. Management believes that the Company’s manufacturing capabilities, analytical infrastructure, and relationships with scientists and biotechnology developers may provide a foundation for evaluating and potentially commercializing differentiated products as scientific evidence develops and applicable regulatory requirements are satisfied.

The growing intersection of biotechnology, regenerative medicine, and aesthetics represents an additional area of potential market demand. Increasing consumer interest in skin health, rejuvenation, healthy aging, and scientifically developed skincare formulations may create opportunities for innovative products incorporating peptides, growth factors, and other biologically derived ingredients. The Company intends to pursue these opportunities through its existing product development initiatives and potential strategic commercialization arrangements involving advanced aesthetic technologies and products. Management believes that the combination of biotechnology-based product innovation and established professional distribution channels may provide opportunities to expand the Company’s addressable markets and diversify its potential revenue sources.

23

Management believes that the Company’s established relationships with physicians, healthcare practices, and other medical professionals provide an important foundation for identifying and responding to evolving market demand. The Company’s commercial strategy emphasizes physician education, product quality, scientific support, and the development of long-term relationships with healthcare providers. Through its existing distribution network and planned commercial initiatives, The Company intends to pursue opportunities to expand physician adoption, introduce additional products, and support the development of new commercial channels, where permitted by applicable law. The Company also believes that continued investment in manufacturing capabilities, quality management, and product innovation may support its ability to respond to changing market requirements.

Although management believes these demographic, scientific, legislative, and commercial developments may create favorable opportunities, the timing, extent, and sustainability of market demand remain subject to significant uncertainty. Market adoption will depend upon numerous factors, including the availability and quality of clinical evidence, demonstrated product safety and effectiveness where applicable, regulatory developments, physician and patient acceptance, pricing, reimbursement availability, competing products and technologies, and the Company’s ability to develop, manufacture, distribute, and commercialize its products successfully. Certain regenerative medicine technologies remain investigational or are subject to regulatory restrictions, and increased scientific or consumer interest does not necessarily translate into lawful commercial availability or sustained market demand. There can be no assurance that anticipated market opportunities will develop as expected or result in increased revenues or profitability for the Company.

Government Regulation

General

The Company operates in a highly regulated industry and is subject to federal and state laws and regulations governing the development, processing, manufacturing, testing, labeling, marketing, distribution, and commercialization of human cellular and tissue-based products, biological products, and certain other healthcare-related products and technologies. These requirements are administered principally by the United States Food and Drug Administration (“FDA”), together with other federal and state regulatory authorities.

The Company’s regulatory strategy emphasizes manufacturing quality, scientific development, regulatory diligence, and the evaluation of commercial opportunities within applicable federal and state regulatory frameworks. The Company maintains specialized laboratory and manufacturing infrastructure, including controlled manufacturing environments, analytical testing capabilities, and quality management systems designed to support its current operations and potential future product development initiatives.

The Company continues to evaluate evolving regulatory requirements and legislative developments that may affect the commercialization of regenerative medicine products and emerging biotechnology applications. Management believes that its existing scientific capabilities, manufacturing infrastructure, and regulatory experience provide a foundation for adapting to developments in this evolving regulatory environment.

FDA Regulation of Human Cellular and Tissue-Based Products

The FDA regulates human cells, tissues, and cellular and tissue-based products (“HCT/Ps”) under the Public Health Service Act (“PHS Act”), the Federal Food, Drug, and Cosmetic Act (“FD&C Act”), and applicable regulations, including 21 C.F.R. Part 1271.

Certain HCT/Ps that satisfy all applicable criteria under 21 C.F.R. § 1271.10(a) are regulated solely under Section 361 of the PHS Act and generally are not required to obtain FDA premarket approval. These criteria include requirements relating to minimal manipulation, homologous use, combination with other articles, and the role of living-cell metabolic activity in the product’s primary function. Qualifying products remain subject to applicable regulatory requirements, including establishment registration and listing, donor eligibility, current good tissue practices, recordkeeping, and other requirements intended to prevent the introduction, transmission, and spread of communicable diseases.

HCT/Ps that do not qualify for regulation solely under Section 361 may be regulated as drugs, biological products, or medical devices under Section 351 of the PHS Act and/or the FD&C Act. Depending upon their regulatory classification, such products generally require applicable FDA authorization, clearance, or approval before they may be lawfully marketed in the United States.

24

The regulatory classification of a product depends upon its specific characteristics, processing methods, intended use, labeling, and other relevant factors. The Company recognizes that FDA establishment registration does not constitute FDA approval of any particular product or a determination that a product qualifies for regulation solely under Section 361.

The FDA has undertaken enforcement actions involving certain regenerative medicine products that the agency considers to be marketed without required authorization or otherwise in violation of applicable federal requirements. The FDA’s period of enforcement discretion concerning certain HCT/P premarket approval requirements ended in May 2021, and the agency continues to exercise regulatory oversight of this sector.

The Company intends to continue evaluating its product portfolio, manufacturing activities, and commercialization strategies in consultation with qualified regulatory professionals and legal counsel to address applicable federal requirements and developments in FDA policy and enforcement.

Biological Product Development and FDA Approval Pathways

Certain products and technologies that the Company currently evaluates or may pursue in the future could require FDA authorization through the investigational new drug (“IND”) and biologics license application (“BLA”) processes.

The development of biological products generally involves preclinical research, analytical and manufacturing development, clinical investigations conducted under applicable regulatory requirements, and the submission of evidence supporting product safety, purity, and potency. Clinical studies ordinarily require an effective IND and applicable institutional review board oversight before initiation. Commercial marketing of products requiring a BLA generally cannot commence until the FDA approves the application.

The FDA may provide expedited development and review programs for certain qualifying products, including regenerative medicine advanced therapy (“RMAT”) designation and other programs established under applicable federal law. Eligibility for such programs depends upon product-specific statutory and regulatory criteria and does not eliminate applicable approval requirements.

The Company views the development of scientifically differentiated biological products and the evaluation of appropriate regulatory pathways as potential components of its long-term biotechnology strategy. These initiatives may involve internal research and development, scientific collaborations, licensing arrangements, and the evaluation of advanced cellular technologies, extracellular vesicle-based platforms, and other biological delivery systems.

The successful development and commercialization of products requiring FDA authorization may involve substantial expenditures, extensive testing, clinical investigations, and significant development timelines. There can be no assurance that any product under development will receive the necessary regulatory authorization or achieve commercial success.

Manufacturing, Quality Systems, and Regulatory Compliance

The Company maintains manufacturing and laboratory operations at its facility located within Nova Southeastern University’s Center for Collaborative Research in South Florida. Its infrastructure includes specialized cellular processing capabilities, controlled manufacturing environments, analytical testing equipment, and quality management systems.

ZEO operates an FDA-registered establishment and maintains manufacturing and quality control procedures intended to address applicable regulatory requirements. Depending upon the nature and regulatory classification of the products manufactured or processed, these requirements may include current good tissue practices (“cGTP”), current good manufacturing practices (“cGMP”), donor eligibility requirements, product testing, labeling, recordkeeping, adverse event reporting, and other applicable standards.

The Company utilizes quality assurance procedures and analytical capabilities intended to support product consistency, traceability, and manufacturing controls. Its laboratory capabilities include microbiological testing, sterility assessment, cellular analysis, and extracellular vesicle characterization, among other functions.

25

FDA-registered establishments and regulated manufacturing facilities may be subject to inspection and regulatory oversight. The FDA and other authorities may identify deficiencies, request corrective actions, impose restrictions, or pursue enforcement measures when they determine that applicable requirements have not been satisfied.

Management considers manufacturing quality, analytical testing, documentation, and regulatory diligence important components of the Company’s operating strategy and commercial relationships. The Company intends to continue investing in its manufacturing capabilities, quality management systems, and scientific infrastructure as appropriate to support its existing operations and potential future product development activities.

State Regulatory Developments and Commercial Opportunities

In addition to federal regulation, the Company operates within an evolving state legislative and regulatory environment affecting regenerative medicine and certain physician-administered biological products.

The Company believes that recent state legislative developments may create additional opportunities for qualifying regenerative medicine products and services, subject to compliance with applicable federal and state requirements.

Florida enacted legislation effective July 1, 2025, establishing a framework under which licensed physicians may provide certain stem cell therapies for specified applications, including orthopedic conditions, wound care, and pain management, subject to statutory conditions and patient safeguards. Other states, including Tennessee and Georgia, have enacted legislation addressing aspects of regenerative medicine or stem cell-related treatments.

These legislative developments may contribute to increased physician and patient awareness, the development of specialized treatment practices, and additional demand for qualifying products and related services.

The Company has consulted with regulatory legal counsel regarding its operations under Florida’s legislative framework and intends to continue evaluating applicable requirements as state laws and implementing regulations evolve.

Management believes that the Company’s established physician relationships, manufacturing infrastructure, scientific capabilities, and quality management systems may support its ability to pursue commercial opportunities arising from these developments. The Company intends to evaluate opportunities in additional jurisdictions as appropriate, taking into consideration the specific requirements and limitations of each state’s laws.

State legislation does not supersede federal law or eliminate applicable FDA requirements. Products that require FDA approval or other federal authorization remain subject to those requirements notwithstanding any state law addressing physician administration or patient access. The availability and scope of commercial opportunities under state legislation may also be affected by regulatory interpretations, enforcement actions, judicial decisions, and future legislative changes.

Regulation of Aesthetic and Other Commercial Products

The Company also develops, evaluates, and markets certain products and technologies intended for aesthetic, topical, wellness, and related commercial applications.

The regulatory classification of these products depends upon their composition, intended use, labeling, marketing claims, and other applicable factors. Products marketed as cosmetics are subject to applicable requirements under the FD&C Act and the Modernization of Cosmetics Regulation Act of 2022 (“MoCRA”), including relevant requirements relating to product safety, labeling, facility registration, product listing, adverse event reporting, and manufacturing practices, as applicable.

26

Products intended to diagnose, treat, cure, mitigate, or prevent disease, or to affect the structure or function of the body, may be regulated as drugs, biological products, or medical devices rather than solely as cosmetics.

The Company intends to pursue opportunities involving advanced aesthetic formulations, biologically derived ingredients, and other biotechnology-based commercial products while evaluating the regulatory requirements applicable to each product category.

Healthcare Fraud, Abuse, and Other Applicable Regulations

The Company’s commercial relationships with physicians, healthcare providers, distributors, and other third parties are subject to various federal and state laws governing healthcare fraud, abuse, marketing, and commercial conduct.

These laws may include the federal Anti-Kickback Statute, the federal False Claims Act, applicable state anti-kickback and patient-brokering statutes, and other laws regulating financial arrangements, referrals, marketing activities, and relationships with healthcare professionals.

The federal Anti-Kickback Statute generally prohibits certain remuneration intended to induce or reward referrals or other business involving items or services reimbursable under federal healthcare programs. State laws may impose additional restrictions, including requirements that apply to arrangements involving privately insured or self-paying patients.

The Company intends to maintain policies and procedures addressing its commercial relationships, sales practices, marketing activities, and other operations subject to applicable healthcare laws. Violations of these laws could result in civil or criminal penalties, exclusion from government healthcare programs, contractual consequences, or other regulatory actions.

Regulatory Outlook

Management believes that continued scientific advancement, evolving regulatory frameworks, and developments in state legislation may create opportunities for companies with established manufacturing infrastructure, scientific expertise, and the ability to adapt to changing regulatory requirements.

The Company’s strategy is to pursue commercial opportunities within applicable regulatory frameworks while continuing to evaluate scientific innovations, product development initiatives, and strategic relationships that may support the expansion of its biotechnology platform.

The regulatory environment governing regenerative medicine and emerging biological technologies remains subject to change. Future legislation, FDA guidance, enforcement policies, judicial decisions, or changes in regulatory interpretation could affect the Company’s operations, product portfolio, commercialization activities, and financial performance.

There can be no assurance that existing regulatory frameworks will remain unchanged, that contemplated commercial opportunities will be available on anticipated terms, or that the Company will obtain any regulatory authorizations required for future products.

Environmental Laws

Our laboratory facilities process or directly handled biomedical materials whereby we receive and/or generate wastes that are required to be disposed. We contract with third parties for the transport, treatment, and disposal of the waste that we obtain and at all times plan on being compliant with applicable laws and regulations promulgated by the Resource Conservation and Recovery Act, the U.S. Environmental Protection Agency and similar state agencies.

Employees

As of June 30, 2026, we had 33 full-time employees and no part-time employees. We also engaged 5 other consultants that assisted with various regulatory, marketing, administrative and research activities. The Company also engages various independent sales representatives. There are no collective bargaining agreements.

27

Item 1A. Risk Factors.

This Transition Report contains certain statements relating to future events or the future financial performance of our Company. Prospective investors are cautioned that such statements are only predictions and involve risks and uncertainties, and that actual events or results may differ materially. In evaluating such statements, prospective investors should specifically consider the various factors identified in this Transition Report, including the matters set forth below, which could cause actual results to differ materially from those indicated by such forward-looking statements.

If any of the following or other risks materialize, the Company’s business, financial condition, and results of operations could be materially adversely affected which, in turn, could adversely impact the value of our securities. In such a case, investors in our securities could lose all or part of their investment.

Prospective investors should consider carefully whether an investment in the Company is suitable for them in light of the information contained in this Transition Report and the financial resources available to them. The risks described below do not purport to be all the risks to which the Company could be exposed. This section is a summary of certain risks and is not set out in any particular order of priority. They are the risks that we presently believe are material to the operations of the Company. Additional risks of which we are not presently aware or which we presently deem immaterial may also impair the Company’s business, financial condition or results of operations.

Risks Related to Our Business

We have incurred significant losses, have limited cash on hand and there is substantial doubt as to our ability to continue as a going concern.

The Company incurred net losses of $5,038,000, $5,521,000 and $4,705,000 for the eight months ended June 30, 2026, and the years ended October 31, 2025 and 2024, respectively. In addition, the Company had accumulated deficits of $72,808,000 and $67,734,000 at June 30, 2026 and October 31, 2025, respectively, accumulated stockholders equity (deficit) of $583,000 and $(1,423,000) at June 30, 2026 and October 31, 2025, respectively, and had working capital (deficit) of $65,000 and $(1,915,000) at June 30, 2026 and October 31, 2025, respectively. In their report for the transition period ended June 30, 2026, our auditors have expressed that there is substantial doubt as to our ability to continue as a going concern. We have incurred operating losses since our formation and expect to incur substantial losses and negative operating cash flows for the foreseeable future and may never become profitable. We also expect to continue to incur significant operating and capital expenditures for the next several years and anticipate that our expenses will increase substantially in the foreseeable future. We also expect to experience negative cash flow for the foreseeable future as we fund our operating losses and capital expenditures. As a result, we will need to generate significant revenues in order to achieve and maintain profitability. We may not be able to generate these revenues or achieve profitability in the future. Our failure to achieve or maintain profitability could negatively impact the value of our common stock.

We have a relatively limited operating history in our current business upon which investors can evaluate our future prospects.

Our current business operations, including our laboratory and processing facility have only been operating since May 2019. Moreover, our prioritizing stem cell therapy products as permitted under the New Stem Cell Laws, has only recently commenced. Therefore, we have a relatively short operating history upon which an evaluation of our current business plan or performance and prospects can be made. The business and prospects of the Company must be considered in the light of the potential problems, delays, uncertainties and complications encountered in connection with a relatively new established business. The risks include, but are not limited to, the possibility that we will not be able to develop or identify functional and scalable products and services, or that although functional and scalable, our products and services will not be economical to market; that our competitors hold proprietary rights that preclude us from marketing such products; that our competitors market a superior or equivalent product; that we are not able to upgrade and enhance our technologies and products to accommodate new features and expanded service offerings; or the failure to receive necessary regulatory clearances for our products. To successfully introduce and market our products at a profit, we must establish brand name recognition and competitive advantages for our products. There are no assurances that the Company can successfully address these challenges. If it is unsuccessful, the Company and its business, financial condition and operating results could be materially and adversely affected.

28

Given our relatively short operating history, management has little basis on which to forecast future demand for our products from our existing customer base, much less new customers. The current and future expense levels of the Company are based largely on estimates of planned operations and future revenues rather than experience. It is difficult to accurately forecast future revenues because the business of the Company is new, and its market has not been developed. If the forecasts for the Company prove incorrect, the business, operating results and financial condition of the Company will be materially and adversely affected. Moreover, the Company may be unable to adjust its spending in a timely manner to compensate for any unanticipated reduction in revenue. As a result, any significant reduction in revenues would immediately and adversely affect the business, financial condition and operating results of the Company.

Our strategy to commercialize stem cell and regenerative medicine products under recently enacted state laws may not be successful and remains subject to federal regulatory risk.

The New Stem Cell Laws have been recently enacted which authorizes licensed physicians to administer non-FDA-approved stem cell and other human tissue-derived therapies, subject to compliance with cGMP and the other regulations related to the New Stem Cell Laws. Zeo expects that the New Stem Cell Laws will create substantial new demand for its current and future stem cell therapy products and accordingly has elected to prioritize development of these products, either directly or through collaborations, such as its strategic partnership with Cytora and Made Scientific. Moreover, as the stem cell therapies permitted under the New Stem Cell Laws are not FDA approved, there can be no assurance that the FDA may seek to halt their use. In light of all of the above, Zeo’s efforts with respect to the development, manufacture and marketing of stem cell products and its collaboration with Cytora and Made ScientifiX with respect thereto will be successful and generate significant revenues and profits. In such event, our operating results and financial condition may be adversely affected.

We depend upon our officers and key personnel, the loss of which could seriously harm our business.

Our operating performance is substantially dependent on the continued services of our executive officers and key employees. The unexpected loss of the services of any of our executive officers and key employees could have a material adverse effect on our business, operations, financial condition and operating results, as well as the value of our common stock.

We may not be able to compete successfully with current and future competitors.

We have many potential competitors in the regenerative medicine industry. We will compete, in our current and proposed businesses, with other established companies, most of which have greater marketing and financial resources and experience than we do. We cannot guarantee that we will be able to penetrate our intended markets and be able to compete profitably, if at all. In addition to established competitors, there are moderate obstacles for competitors to enter this market, but they are not insurmountable if they have the financial resources and intellectual team. Effective competition could result in price reductions, reduced margins or have other negative implications, any of which could adversely affect our business and chances for success. Competition is likely to increase significantly as new companies enter the market and current competitors expand their services. Many of these potential competitors are likely to enjoy substantial competitive advantages, including, but not limited to, larger staffs, greater name recognition, larger and established customer bases and substantially greater financial, marketing, technical and other resources. To be competitive, we must respond promptly and effectively to industry dynamics, evolving standards and competitors’ innovations by continuing to enhance our services and sales and marketing channels. Any pricing pressures, reduced margins or loss of market share resulting from increased competition, or our failure to compete effectively, could fatally damage our business and chances for success.

29

If we do not continually update our products and/or services, they may become obsolete and we may not be able to compete with other companies.

We cannot assure you that we will be able to keep pace with technological advances, or that our current suppliers will be able to keep pace with technological advances and as such, our products and/or services may become obsolete. We cannot assure you that competitors will not develop related or similar services and offer them before we do, or do so more successfully, or that they will not develop services and products more effective than any that we and/or our suppliers have or are intending to develop. In addition, although we may be able to identify new suppliers that can provide more effective services and products to be more competitive, we may not be able to arrange satisfactory arrangements in a timely manner, if at all. If that happens, our business, prospects, results of operations and financial condition will be materially adversely affected.

We enter into supply arrangements for the raw materials and/or products we sell, which make us vulnerable to the ability of such suppliers to remain current and innovative in their product offerings, to timely process and supply the products we desire to purchase, and to remain compliant with the current and changing regulatory environment. If our raw material and/or product suppliers are not successful in managing these responsibilities, it will have an adverse effect on our operations and profitability.

Our current supply arrangements for the raw materials to manufacture the products we sell or plan to sell and our third-party supply arrangements for the supply of products manufactured by other parties we sell provide for the supply and pricing for those products. There can be no assurance that our suppliers will continue to produce the products that we currently purchase under our existing arrangements, that our suppliers will be able to comply with the required FDA or other applicable regulations for the manufacturing of such products, that our suppliers will continue to develop technology associated with their manufactured products to remain competitive with other companies, or that our suppliers will remain a going concern in the future. If any of our suppliers were to cause a disruption in our ability to obtain products as desired and expected and/or we are not provided advance notice of such potential disruption, we may not be able to timely identify and replace our current suppliers, if at all, and as a result, we may not be able to provide products to our customers, which will have an adverse impact to our operations.

In the event of default under our outstanding indebtedness, or we are unable to pay other obligations and accounts payable when due, our creditors may file a creditors petition or force us into involuntary bankruptcy which may have an adverse impact on our business.

The Company had working capital (deficit) of $65,000 and $(1,915,000) at June 30, 2026 and October 31, 2025, respectively. 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 additional sources of working capital through operations or debt and/or equity financings are realized. Management anticipates that the Company will remain dependent, for the near future, on additional investment capital to fund ongoing operating expenses. The Company does not have significant fixed and/or intangible assets to pledge for the purpose of borrowing additional capital. In addition, the Company relies on short term supply agreements to obtain the supply of raw materials used in manufacturing the products it currently sells and distributes to its customers. The Company’s current market capitalization and common stock liquidity will hinder its ability to raise equity proceeds to implement its business plan and could adversely affect the value of our securities, including the common stock.

30

We have borrowed and may be required to borrow funds in the future.

If the Company incurs indebtedness, a portion of its cash flow will have to be dedicated to the payment of principal and interest on such indebtedness. Typical loan agreements also might contain restrictive covenants, which may impair the Company’s operating flexibility. Such loan agreements would also provide for default under certain circumstances, such as failure to meet certain financial covenants. A default under a loan agreement could result in the loan becoming immediately due and payable and, if unpaid, a judgment in favor of such lender which would be senior to the rights of the Company’s stockholders. A judgment creditor would have the right to foreclose on any of the Company’s assets resulting in a material adverse effect on the Company’s business, operating results or financial condition.

Currently the Company has limited assets which could be used as collateral in obtaining future borrowings. Because of the Company’s inability to provide lenders with collateral and a limited history of successful operations, the Company may not be successful in its efforts to obtain additional funds though borrowings and as a result may not be able to fund required costs of operations.

Our growth depends on external sources of capital, which may not be available on favorable terms or at all.

Our access to capital will depend upon a number of factors over which we have little or no control, including general market conditions, government regulations and the market’s perception of our current and potential future earnings. If general economic instability or downturn leads to an inability to borrow at attractive rates or at all, our ability to obtain capital to finance working capital requirements could be negatively impacted.

If we are unable to obtain capital on terms and conditions that we find acceptable, we likely will have to scale back our business operations. In addition, our ability to refinance all or any debt we may incur in the future, on acceptable terms or at all, is subject to all of the above factors, and will also be affected by our future financial position, results of operations and cash flows, which additional factors are also subject to significant uncertainties, and therefore we may be unable to refinance any debt we may incur in the future, as it matures, on acceptable terms or at all. All of these events would have a material adverse effect on our business, financial condition, liquidity and results of operations.

Failure to establish or enhance our brand recognition could have a material adverse effect on our business and results of operations.

We believe we will need to expend significant time, effort and resources to enhance the recognition of our brands. We believe developing our brand will be important to our sales and marketing efforts. If we fail to establish or enhance the recognition of our brands, it could have a material adverse effect on our ability to sell our products and adversely affect our business and results of operations. If we fail to develop a positive public image and reputation, our business with our existing customers could decline and we may fail to develop additional business, which could adversely affect our results of operations.

Defects in the products we sell or failures in quality control related to our distribution of products could impair our ability to sell our products or could result in product liability claims, litigation and other significant events involving substantial costs.

Detection of any significant defects in our products that we sell or failure in our quality control procedures or the quality control procedures of our suppliers may result in, among other things, delay in time-to-market, loss of sales and market acceptance of our products, diversion of development resources, injury to our reputation and restrictions imposed by governmental agencies. The costs we may incur in correcting any product defects may be substantial and we may not be able to identify adequate remedies, if required. Additionally, errors, defects or other performance problems could result in financial or other damages to our customers, which could result in litigation. Product liability litigation, even if we prevail and/or our suppliers, would be time consuming and costly to defend, and if we and/or our product suppliers do not prevail, could result in the imposition of a damages award. We presently maintain product liability insurance and we are named insured on our suppliers’ insurance policy; however, it may not be adequate to cover any claims.

31

Our ability to become profitable and continue as a going concern will be dependent on our ability to attract, employ and retain highly skilled individuals to serve our clients.

The nature of our business requires that we employ skilled persons to perform highly skilled and specialized tasks for our Company. Our failure to retain such personnel could have a material adverse effect on our ability to offer services to clientele and could potentially have a negative effect on our business. There is no guarantee that skilled persons will be available and willing to work for us in the future, nor is there any guarantee that we could afford to retain them if they are available at a future time.

We may not be able to manage our growth effectively.

We must continually implement and improve our products and/or services, operations, operating procedures and quality controls on a timely basis, as well as expand, train, motivate and manage our work force in order to accommodate anticipated growth and compete effectively in our market segment. Successful implementation of our strategy also requires that we establish and manage a competent, dedicated work force and employ additional key employees in corporate management, product development, client service and sales. We can give no assurance that our personnel, systems, procedures and controls will be adequate to support our existing and future operations. If we fail to implement and improve these operations, there could be a material, adverse effect on our business, operating results and financial condition.

If we make any acquisitions or enter into a merger or similar transaction, our business may be negatively impacted.

We have no present plans for any specific acquisition. However, in the event that we make acquisitions in the future, we could have difficulty integrating the acquired companies’ personnel and operations with our own. In addition, the key personnel of the acquired business may not be willing to work for us. We cannot predict the effect expansion may have on our core business. Regardless of whether we are successful in making an acquisition, the negotiations could disrupt our ongoing business, distract our management and employees and increase our expenses. In addition to the risks described above, acquisitions, mergers and other similar transactions are accompanied by a number of inherent risks, including, without limitation, the following:

Our business could be severely impaired if and to the extent that we are unable to succeed in addressing any of these risks or other problems encountered in connection with these acquisitions, many of which cannot be presently identified, these risks and problems could disrupt our ongoing business, distract our management and employees, increase our expenses and adversely affect our results of operations.

32

There might be unanticipated obstacles to the execution of our business plans.

The Company’s business plans may change significantly. The Company’s potential business endeavors are capital intensive. Management believes that the Company’s chosen activities and strategies are achievable in light of current economic and legal conditions with the skills, background, and knowledge of the Company’s principals and advisors. Management reserves the right to make significant modifications to the Company’s stated strategies depending on future events.

We may engage in transactions that present conflicts of interest.

The Company’s officers and directors may enter into agreements with the Company from time to time which may not be equivalent to similar transactions entered into with an independent third party. A conflict of interest arises whenever a person has an interest on both sides of a transaction. While we believe that it will take prudent steps to ensure that all transactions between the Company and any officer or director is fair, reasonable, and no more than the amount it would otherwise pay to a third party in an “arms-length” transaction, there can be no assurance that any transaction will meet these requirements in every instance.

Our operating results may fluctuate significantly as a result of a variety of factors, many of which are outside of our control.

We are subject to the following factors, among others, that may negatively affect our operating results:

We have based our current and future expense levels largely on our investment plans and estimates of future events, although certain of our expense levels are, to a large extent, fixed. We may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. Accordingly, any significant shortfall in revenue relative to our planned expenditures would have an immediate adverse effect on our business, results of operations and financial condition. Further, as a strategic response to changes in the competitive environment, we may from time to time make certain pricing, service or marketing decisions that could have a material and adverse effect on our business, results of operations and financial condition. Due to the foregoing factors, our revenue and operating results are and will remain difficult to forecast.

33

Adverse global economic conditions could have a negative effect on our business, results of operations and financial condition and liquidity.

A general slowdown in the global economy, including a recession, or in a particular region or industry, an increase in trade tensions with U.S. trading partners, the imposition of tariffs, inflation or a tightening of the credit markets could negatively impact our business, financial condition and liquidity. Adverse global economic conditions have from time to time caused or exacerbated significant slowdowns in the industries and markets in which we operate, which have adversely affected our business and results of operations. Macroeconomic weakness and uncertainty also make it more difficult for us to accurately forecast revenue, gross margin and expenses, and may make it more difficult to raise or refinance debt.

Worldwide economic and social instability could adversely affect our revenue, financial condition, or results of operations.

Generally, worldwide economic conditions remain uncertain, particularly due to the effects of the current U.S. policy of imposing tariffs, the conflicts between Russia and Ukraine, between Israel and Hamas, and with Iran, disruptions in the banking system and financial markets, increased inflation and rising interest rates. The general economic and capital market conditions, both in the U.S. and worldwide, have been volatile in the past and at times have adversely affected the Company’s access to capital and increased the cost of capital. The capital and credit markets may not be available to support future capital raising activity on favorable terms. If economic conditions decline, the Company’s future cost of equity or debt capital and access to the capital markets could be adversely affected. Our vendors may experience financial difficulties or be unable to borrow money to fund their operations, which may adversely impact their ability to purchase our products or to pay for our products on a timely basis, if at all. In addition, adverse economic conditions, such as supply chain disruptions and labor shortages and persistent inflation, have affected, and may continue to adversely affect our suppliers’ ability to provide our manufacturers with materials and components, which may negatively impact our business. These economic conditions make it more difficult for us to accurately forecast and plan our future business activities.

We are in a highly competitive and evolving field and face competition from more established developers and manufacturers of regenerative medicine therapeutics, as well as new market entrants.

Our business is in a very competitive and evolving field. Competition from other tissue processors, medical device companies and from research and academic institutions is intense, expected to increase, subject to rapid change, and could be significantly affected by new product introductions. The presence of this competition in our market may lead to pricing pressure, which would make it more difficult to sell our products at a price that will make us profitable or prevent us from selling our products at all. Our success will depend on our ability and/or the ability of our suppliers to perfect and protect their intellectual property rights related to their technologies as well as to develop new technologies and new applications for our technologies. Our failure to compete effectively would have a material and adverse effect on our business, results of operations and financial condition.

Rapid technological change could cause our products to become obsolete.

The technologies underlying the products we sell and intend to sell are subject to rapid and profound technological change. Competition intensifies as technical advances in each field are made and become more widely known. We can give no assurance that our suppliers will be able to develop services, products, or processes with significant advantages over the competing products, services, and processes. Any such occurrence could have a material and adverse effect on our business, results of operations and financial condition.

Our products are dependent on the availability of sufficient quantities of stem cell and tissue donors, and any disruption in supply could adversely affect our business.

The success of the therapeutic products we sell depends upon, among other factors, the availability of sufficient quantities of stem cells and tissue from human donors. The availability of donated materials could be adversely impacted by regulatory changes, public opinion of the donor process as well as our and our suppliers’ reputations in the industry. Any disruption in the supply of donated stem cells and human tissue could restrict our growth and could have a material adverse impact on our business and financial condition. We cannot be sure that the supply of stem cells and/or human tissue will continue to be available at current levels or will be sufficient to meet our future needs.

34

Certain products we offer are derived from human tissue and therefore have the potential for disease transmission.

The utilization of human tissue creates the potential for transmission of communicable disease, including, but not limited to, HIV, viral hepatitis, syphilis and other viral, fungal or bacterial pathogens. Our suppliers are required to comply with federal and state regulations intended to prevent communicable disease transmission.

Although we believe that our suppliers maintain strict quality controls over the procurement and processing of the human tissue used to make the products we sell, there is no assurance that these quality controls are or will continue to be adequate. In addition, negative publicity concerning disease transmission from other companies improperly processed donated tissue could have a negative impact on the demand for our products.

In order to grow revenues from certain of our products, we must expand our relationships with distributors and independent sales representatives.

We derive significant revenues through our relationships with distributors and independent sales representatives. If such relationships were terminated for any reason, it could materially and adversely affect our ability to generate revenues and profits. We intend to obtain the assistance of additional distributors and independent sales representatives to continue our sales growth with respect to certain of our products. We may not be able to find additional distributors and independent sales representatives who will agree to market and/or distribute those products on commercially reasonable terms, if at all. In addition, adding new distributors and independent sales representatives require additional administrative and accounting efforts for which the Company may not have sufficient resources to manage effectively. If we are unable to establish new distribution and independent sales representative relationships or renew current distribution and sales agency agreements on commercially acceptable terms or manage the growth effectively, our business, financial condition and results of operations could be materially and adversely affected.

We continue to invest significant capital in expanding our internal sales force, and there can be no assurance that these efforts will result in increases in sales.

We are engaged in a major initiative to build and further expand our internal sales and marketing capabilities to increase our level of sales. As a result, we continue to invest in a direct sales force for certain of our products to allow us to reach new customers. These expenses impact our operating results, and there can be no assurance that we will be successful in expanding the sales of our products.

Our revenues may need to depend on adequate reimbursement from public and private insurers and health systems.

Currently, a significant number of public and private insurers and health systems do not provide reimbursement for our products. Our success and extent of our growth depends on the extent to which reimbursement for the costs of our products and related treatments will be available from third party payers, such as public and private insurers and health systems. Government and other third-party payers attempt to contain healthcare costs by limiting both coverage and the level of reimbursement of new products. Therefore, significant uncertainty usually exists as to the reimbursement status of new healthcare products. If we are not successful in obtaining adequate reimbursement for our products from these third-party payers, the market’s acceptance of our products could be adversely affected. Inadequate reimbursement levels also likely would create downward price pressure on our products. Even if we do succeed in obtaining widespread reimbursement for our products, future changes in reimbursement policies could have a negative impact on our business, financial condition and results of operations.

35

To be commercially successful, we must convince physicians that our products are compliant with regulations, safe and effective alternatives to existing treatments and that our products should be used in their procedures.

We believe physicians will only adopt our products if they determine, based on experience, clinical data and published peer reviewed journal articles, that the use of our products in a particular procedure is a favorable alternative to conventional methods. Physicians may be slow to change their medical treatment practices for the following reasons, among others:

In addition, we believe recommendations for and support of our products by influential physicians are essential for market acceptance and adoption. If we do not receive this support or if we are unable to demonstrate favorable long-term clinical data, physicians and hospitals may not use our products, which would significantly reduce our ability to achieve expected revenue and would prevent us from sustaining profitability.

We will need to expand our organization and managing growth may be more difficult than expected.

Managing our growth may be more difficult than we expect. We anticipate that a period of significant expansion will be required to penetrate and service the market for our existing and anticipated future products and to continue to develop new products. This expansion will place a significant strain on management, operational and financial resources. To manage the expected growth of our operations and personnel, we must both modify our existing operational and financial systems, procedures and controls and implement new systems, procedures and controls. We must also expand our finance, administrative, and operations staff. Management may be unable to hire, train, retain, motivate and manage necessary personnel or to identify, manage and exploit existing and potential strategic relationships and market opportunities.

We may be unable to obtain or maintain adequate product liability insurance.

Our business exposes us to the risk of product liability claims that are inherent in the manufacturing, processing and marketing of human tissue products. We may be subject to such claims if the products we sell cause, or appear to have caused, an injury. Claims may be made by patients, healthcare providers or others selling our products. We currently maintain product liability insurance that contain limits of coverage for the insured. Defending a lawsuit, regardless of merit, could be costly, divert management attention and result in adverse publicity, which could result in the withdrawal of, or reduced acceptance of, our products in the market. There can be no assurance that adequate insurance will be available in the event of a lawsuit, if at all. A product liability claim could result in significant costs and significant harm to our business.

36

We may implement a product recall or voluntary market withdrawal, which could significantly increase our costs, damage our reputation and disrupt our business.

The manufacturing, marketing and processing of the tissue products we sell or intend to sell involve an inherent risk that they do not meet applicable quality standards and requirements. In that event, there may be recall or market withdrawal required by a regulatory authority. A recall or market withdrawal of one of our products would be costly and would divert management resources. A recall or withdrawal of one of the products we sell, or a similar product processed, also could impair sales of our products as a result of confusion concerning the scope of the recall or withdrawal, or as a result of the damage to our reputation for quality and safety.

Significant disruptions of information technology systems or breaches of information security could adversely affect our business.

We rely to a large extent upon sophisticated information technology systems to operate our business. In the ordinary course of business, we collect, store and transmit large amounts of confidential information (including, but not limited to, personal information and intellectual property). We also have outsourced significant elements of our operations to third parties, including significant elements of our information technology infrastructure and, as a result, we are managing many independent vendor relationships with third parties who may or could have access to our confidential information. The size and complexity of our information technology and information security systems, and those of our third-party vendors with whom we contract (and the large amounts of confidential information that is present on them), make such systems potentially vulnerable to service interruptions or to security breaches from inadvertent or intentional actions by our employees or vendors, or from malicious attacks by third parties. Such attacks are of ever-increasing levels of sophistication and are made by groups and individuals with a wide range of motives (including, but not limited to, industrial espionage and market manipulation) and expertise. While we have invested significantly in the protection of data and information technology, there can be no assurance that our efforts will prevent service interruptions or security breaches. Although we may obtain cyber-insurance coverage that may cover certain events described above, this insurance is subject to deductibles and coverage limitations and we may not be able to maintain this insurance. Also, it is possible that claims could exceed the limits of our coverage. Any interruption or breach in our systems could adversely affect our business operations and/or result in the loss of critical or sensitive confidential information or intellectual property, and could result in financial, legal, business and reputational harm to us or allow third parties to gain material, inside information that they use to trade in our securities.

New lines of business or new products and services may subject us to additional risks.

From time to time, we may implement or may acquire new lines of business or offer new products, such as our stem cell therapeutics and products and services within existing lines of business. There are risks and uncertainties associated with these efforts, particularly in instances where the markets are not fully developed or are evolving. In developing and marketing new lines of business and new products and services, we may invest significant time and resources. External factors, such as regulatory compliance obligations, competitive alternatives, and shifting market preferences, may also impact the successful implementation of a new line of business or a new product or service. Failure to successfully manage these risks in the development and implementation of new lines of business or new products or services could have a material adverse effect on our business, results of operations and financial condition.

Our investment in and relationship with Serephon involves operational, regulatory, related-party and financial-reporting risks, and we may not realize the anticipated benefits of Serephon’s clinic operations.

We own 50% of Serephon, a recently formed Delaware LLC established to provide management, administrative, product-supply and other nonclinical services to independently owned practices. The remaining 50% is owned equally by Ian Bothwell, the Company’s Chief Executive Officer, Dr. George Shapiro, the Company’s Chief Medical Officer and Serephon’s Medical Director and Greyt Ventures LLC, a principal shareholder of the Company. Our Board of Directors approved the formation and ownership structure of Serephon, and Serephon’s Board of Directors approved the compensation payable to its three individual members. Nevertheless, these relationships may create actual or perceived conflicts of interest regarding the allocation of business opportunities, product pricing, compensation, capital contributions, distributions, future equity issuances and other transactions between us, Serephon and the individual members.

37

We serve as the manager of Serephon and have determined that Serephon is a variable interest entity for which we are the primary beneficiary. Accordingly, we consolidate Serephon’s assets, liabilities, revenues, expenses and cash flows in our consolidated financial statements, with the portion attributable to the other members presented as a noncontrolling interest. Although we currently own 50% of Serephon, future issuances of Serephon equity may disproportionately dilute our ownership until our ownership percentage equals that of the other members. Such dilution could increase the portion of Serephon’s results attributable to noncontrolling interests, reduce our participation in Serephon’s future economic benefits and require us to reconsider whether we continue to be Serephon’s primary beneficiary. If we cease to have the power to direct the activities that most significantly affect Serephon’s economic performance or no longer have an economic interest that could potentially be significant, we may be required to deconsolidate Serephon. Deconsolidation could materially affect our reported assets, liabilities, revenues, expenses and results of operations.

Serephon expects to purchase products from us and resell those products to physicians or use them in providing treatments to patients at prices that include a premium over Serephon’s acquisition cost. Although we believe this represents a customary commercial margin for products, professional services, clinical infrastructure, handling, compliance, overhead and operating risk, the arrangement involves related parties and may be subject to heightened scrutiny.

We must appropriately eliminate intercompany product sales, related balances and unrealized profits in preparing our consolidated financial statements. We and Serephon must also maintain support for the commercial reasonableness of the transfer prices and the prices charged to physicians and patients. If these prices are alleged to be excessive, misleading, unfair to Serephon or its minority members, or inconsistent with applicable law, we could face regulatory inquiries, litigation, fiduciary claims, reputational harm or required changes to the arrangement.

Serephon is a recently formed enterprise and may experience operating losses, negative cash flow, difficulty attracting qualified personnel, slower-than-anticipated patient demand, adverse patient outcomes, product liability claims, professional liability claims, cybersecurity or privacy incidents, and higher-than-expected compliance and operating costs. Because Serephon is consolidated with us, its losses and liabilities may adversely affect our consolidated financial condition and results of operations even though 50% of its equity is owned by other members. We may also determine that additional financial or operational support is necessary, and there can be no assurance that the other members will contribute proportionately or that we will recover any additional investment.

In addition, the products purchased from us and used or resold by Serephon are subject to federal and state laws governing biologic products, human cells, tissues and cellular and tissue-based products, drugs, medical practice, advertising, informed consent and product claims. Changes in law, adverse regulatory interpretations, restrictions on particular products or treatment protocols, or a determination that Serephon’s activities require additional approvals or licenses could delay, restrict or prevent its operations.

For these reasons, there can be no assurance that Serephon will operate successfully, remain in compliance with applicable laws, continue to be consolidated by us, generate material product sales for us or provide the anticipated strategic or financial benefits.

Our operation of medical clinics by Serephon may be subject to differing state licensing and corporate-practice requirements.

State laws governing the operation of medical practices vary materially. Depending on those laws, Serephon intends to provide management, administrative, product-supply and other nonclinical services to independently owned practices. Certain states, including Florida, permit mixed physician and nonphysician ownership under specified circumstances, while other states restrict nonphysician ownership or control of medical practices.

Regulators could disagree with Serephon’s interpretation of applicable licensing, management or compensation requirements or determine that Serephon improperly influenced clinical decisions, exercised de facto control over a professional entity, or participated in impermissible fee splitting, patient brokering or remuneration for referrals. Compliance may require licenses, state-specific entities, qualified owners or changes to Serephon’s ownership, governance or operations. These requirements could delay expansion, increase costs, limit our control, reduce our anticipated revenues or profit participation, or change the accounting treatment of a clinic.

38

Risks Related to Our Intellectual Property

If we are unable to adequately protect our intellectual property, our ability to compete in the market will be harmed.

Our commercial success will depend in part on patents and other intellectual property protection. To date we have applied for several patent applications and plan to file for additional patents with respect to our products and we intend to defend our patents and other intellectual property against third party challenges. However, there can be no assurance that any patents applied for will be issued, that scope of protection afforded by any patents issued will be as broad as claimed or if challenged, patents may be found to be invalid or unenforceable. Moreover, there can be no assurance that we will have the financial resources to protect our intellectual property.

There can be no assurances of protection for proprietary rights or reliance on trade secrets.

In certain cases, the Company may rely on trade secrets to protect intellectual property, proprietary technology and processes, which the Company has acquired, developed or may develop in the future. There can be no assurances that secrecy obligations will be honored or that others will not independently develop similar or superior products or technology. The protection of intellectual property and/or proprietary technology through claims of trade secret status has been the subject of increasing claims and litigation by various companies both in order to protect proprietary rights as well as for competitive reasons even where proprietary claims are unsubstantiated. The prosecution of proprietary claims or the defense of such claims is costly and uncertain given the uncertainty and rapid development of the principles of law pertaining to this area. The Company, in common with other firms, may also be subject to claims by other parties with regard to the use of intellectual property, technology information and data, which may be deemed proprietary to others.

Our suppliers’ ability to protect their intellectual property and proprietary technology through patents and other means is uncertain and may be inadequate, which could have a material and adverse effect on us.

We depend significantly on our suppliers’ ability to protect their proprietary rights to the technologies used in the products we purchase from them and resell. Traditional legal means afford only limited protection and may not adequately protect their rights or permit them to gain or keep any competitive advantage. To the extent that they are unable to protect their intellectual property against infringement by others or by claims of infringement by such suppliers, our business could be materially adversely affected.

We may be subject to damages resulting from claims that we, our employees, or our independent contractors have wrongfully used or disclosed alleged trade secrets of others.

Some of our employees were previously employed at other medical device or tissue companies. We may also hire additional employees who are currently employed at other medical device or tissue companies, including our competitors. Additionally, consultants or other independent agents with which we may contract may be or have been in a contractual arrangement with one or more of our competitors. Although no claims against us are currently pending, we may be subject to claims that these employees or independent contractors have used or disclosed any party’s trade secrets or other proprietary information. Litigation may be necessary to defend against these claims. Even if we are successful in defending against these claims, litigation could result in substantial costs and be a distraction to management. If we fail to defend such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. A loss of key personnel or their work product could hamper or prevent our ability to market existing or new products, which could severely harm our business.

If we are unable to protect our patents and trademarks from infringement, our business prospects may be harmed.

We currently have applied for various patents and received registered trademarks for our suite of biologic products offered in the United States. Although we may take steps to monitor the possible infringement or misuse of our patents and trademarks once they are obtained, it is possible that third parties may infringe, dilute or otherwise violate our intellectual property rights. Any unauthorized use of our intellectual property could harm our reputation or commercial interests. In addition, our enforcement against third-party infringers or violators may be unduly expensive and time-consuming, and any remedy obtained may constitute insufficient redress relative to the damages we may suffer. Our business may be materially adversely affected in the event we are unable to protect our intellectual property.

39

Risks Related to Regulatory Approval of Our Products and Other Government Regulations

Our business is subject to continuing regulatory compliance by the FDA and other authorities, which is costly and our failure to comply could result in negative effects on our business.

The FDA has specific regulations governing our tissue-based products, or HCT/Ps. The FDA has broad post-market and regulatory and enforcement powers. The FDA’s regulation of HCT/Ps includes requirements for registration and listing of products, donor screening and testing, processing and distribution (“Current Good Tissue Practices”), labeling, record keeping and adverse-reaction reporting, and inspection and enforcement.

Biologics and medical devices are subject to even more stringent regulation by the FDA. Even if pre-market clearance or approval is obtained, the approval or clearance may place substantial restrictions on the indications for which the product may be marketed or to whom it may be marketed, may require warnings to accompany the product or impose additional restrictions on the sale and/or use of the product. In addition, regulatory approval is subject to continuing compliance with regulatory standards, including the FDA’s quality system regulations.

If we fail to comply with the FDA regulations regarding our tissue products or medical devices, the FDA could take enforcement action, including, without limitation, any of the following sanctions and the manufacture of our products or processing of our tissue could be delayed or terminated:

It is likely that the FDA’s regulation of HCT/Ps will continue to evolve in the future. Complying with any such new regulatory requirements may entail significant time delays and expense, which could have a material adverse effect on our business. The AATB has issued operating standards for tissue banking. Compliance with these standards is a requirement in order to become an accredited tissue bank. In addition, some states have their own tissue banking regulations.

In November 2017, the FDA released two final guidance documents in an effort to implement a “comprehensive policy framework” for existing laws and regulations governing regenerative medicine products, including human cells, tissues, and cellular and tissue-based products (“HCT/Ps”). These guidance documents build upon the previous regulatory framework for these products, which was completed in 2005. The Comprehensive regenerative medicine policy framework intends to spur innovation, efficient access to potentially transformative products, while ensuring safety and efficacy.

The framework builds upon the FDA’s existing risk-based regulatory approach to more clearly describe what products are regulated as drugs, devices, and/or biological products. Further, two of the guidance documents propose an efficient, science-based process for helping to ensure the safety and effectiveness of these therapies, while supporting development in this area. The suite of guidance documents also defines a risk-based framework for how the FDA intends to focus its enforcement actions against those products that raise potential significant safety concerns. This modern framework is intended to balance the agency’s commitment to safety with mechanisms to drive further advances in regenerative medicine so innovators can bring new, effective therapies to patients as quickly and safely as possible. The policy also delivers on important provisions of the Act.

40

The FDA guidance with regard to 351 HCT/Ps requiring premarket approval became effective in May 2021. The guidance states that, in order to “give manufacturers time to determine if they need to submit an IND or marketing application in light of this guidance,” the FDA intends to exercise enforcement discretion (i.e., the agency may permit marketing without an approved marketing application) if the HCT/P “is intended for autologous use and its use does not raise reported safety concerns or potential significant safety concerns.” As of the date of this Transition Report, we are not aware of whether any further extension of effectiveness and enforcement of these regulations is or will be issued by the FDA.

The Company has obtained a written legal opinion addressing its operations under Florida’s regulatory framework governing certain qualifying stem cell therapies. Management believes that this legal analysis, together with its ongoing compliance initiatives, supports the Company’s approach to pursuing opportunities under applicable state laws. Such legal opinions do not constitute FDA approval, authorization, or a binding determination by federal regulatory authorities, and the Company recognizes that state legislation does not supersede applicable federal requirements. The Company has not obtained an FDA ruling or determination confirming the regulatory classification or compliance status of all products it manufactures or distributes. Accordingly, although the Company believes it has identified regulatory basis for its current activities, there can be no assurance that the FDA will agree with its interpretations or will not determine that one or more products require additional authorization. The Company intends to vigorously defend against any adverse interpretation by any regulatory authority regarding the classification and/or use of our products that may be deemed as falling to meet the required regulatory guidelines, if any.

In addition, procurement of certain human organs and tissue for transplantation is subject to the restrictions of the National Organ Transplant Act (“NOTA”), which prohibits the transfer of certain human organs, including skin and related tissue for valuable consideration, but permits the reasonable payment associated with the removal, transportation, implantation, processing, preservation, quality control and storage of human tissue and skin. We reimburse tissue banks, hospitals and physicians for their services associated with the recovery, storage and transportation of donated human tissue. Although we have independent third party appraisals that confirm that reasonableness of the service fees we pay, if we were to be found to have violated NOTA’s prohibition on the sale or transfer of human tissue for valuable consideration, we would potentially be subject to criminal enforcement sanctions, which could materially and adversely affect our results of operations.

Our stem cell and regenerative medicine therapeutic products are subject to applicable federal regulation and, to the extent the Company seeks to market or distribute qualifying products pursuant to state laws expanding access to such therapies, the requirements of the applicable state laws and regulations, including laws enacted in Florida, Tennessee and Georgia. Such state laws vary in their scope and requirements and do not supersede applicable federal laws or regulations or constitute FDA approval of the Company’s products.

To the extent our products do not qualify for regulation as human cells, tissues and cellular and tissue-based products under Section 361 of the Public Health Service Act, this could result in removal of the applicable products from the market, would make the introduction of new tissue products more expensive and significantly delay the expansion of our tissue product offerings and subject us to additional post-market regulatory requirements.

The products we offer are derived from human tissue. The FDA has specific regulations governing human cells, tissues and cellular and tissue-based products, or HCT/Ps. An HCT/P is a product containing or consisting of human cells or tissue intended for transplantation into a human patient. HCT/Ps that meet the criteria for regulation solely under Section 361 of the Public Health Service Act (so-called “361 HCT/Ps”) are not subject to any premarket clearance or approval requirements and are subject to less stringent post-market regulatory requirements.

If a product is deemed not to be a 361 HCT/P, FDA regulations will require premarket clearance or approval requirements that will involve significant time and cost investments by the Company. Further, there can be no assurance that the FDA will not, at some future point, change its position on current or future products’ 361 HCT/P status, and any regulatory reclassification could have adverse consequences for us and make it more difficult or expensive for us to conduct our business by requiring premarket clearance or approval and compliance with additional post-market regulatory requirements with respect to those products. Moreover, increased regulatory scrutiny within the industry in which we operate could lead to increased regulation of HCT/Ps, including 361 HCT/Ps. We also cannot assure you that the FDA will not impose more stringent definitions with respect to products that qualify as 361 HCT/Ps.

41

In November 2017, the FDA issued guidance documents to clarify the FDA’s interpretation of the risk-based criteria manufacturers used to determine which manufactured tissue products are subject to the FDA’s premarket review and in order to be lawfully marketed in the United States, require an FDA-approved BLA.

The FDA guidance with regard to allowing manufacturers for certain products that are subject to the FDA’s premarket review under the existing regulations but are not currently meeting these requirements became effective in May 2021.

The Company has obtained a written legal opinion addressing its operations under Florida’s regulatory framework governing certain qualifying stem cell therapies. Management believes that this legal analysis, together with its ongoing compliance initiatives, supports the Company’s approach to pursuing opportunities under applicable state laws. Such legal opinions do not constitute FDA approval, authorization, or a binding determination by federal regulatory authorities, and the Company recognizes that state legislation does not supersede applicable federal requirements. The Company has not obtained an FDA ruling or determination confirming the regulatory classification or compliance status of all products it manufactures or distributes. Accordingly, although the Company believes it has identified regulatory basis for its current activities, there can be no assurance that the FDA will agree with its interpretations or will not determine that one or more products require additional authorization. The Company intends to vigorously defend against any adverse interpretation by any regulatory authority regarding the classification and/or use of our products that may be deemed as falling to meet the required regulatory guidelines, if any. If we are unable to successfully challenge any such determination, our business, results of operations and financial condition may be significantly harmed.

Our ability to commence and complete clinical studies and other research and development objectives that are required by the FDA, will require that we be properly funded to assure that we can commence and proceed with the required research activities promptly and that the results are favorable.

The Company is pursuing efforts to commence and complete 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 timely and sufficient available working capital to fund the substantial costs of completing clinical trials, and ultimately the approval from the FDA.

We and our sales representatives, whether employees or independent contractors, must comply with various federal and state anti-kickback, self-referral, false claims and similar laws, any breach of which could cause a material adverse effect on our business, financial condition and results of operations.

Our relationships with physicians, hospitals and other healthcare providers are subject to scrutiny under various federal anti-kickback, self-referral, false claims and similar laws, often referred to collectively as healthcare fraud and abuse laws. Healthcare fraud and abuse laws are complex, and even minor, inadvertent violations can give rise to claims that the relevant law has been violated. Possible sanctions for violation of these fraud and abuse laws include monetary fines, civil and criminal penalties, exclusion from federal and state healthcare programs, including Medicare, Medicaid, Veterans Administration health programs, workers’ compensation programs and TRICARE (the healthcare system administered by or on behalf of the U.S. Department of Defense for uniformed services beneficiaries, including active duty and their dependents, retirees and their dependents), and forfeiture of amounts collected in violation of such prohibitions. Certain states have similar fraud and abuse laws, imposing substantial penalties for violations. Any Government investigation or a finding of a violation of these laws would likely result in a material adverse effect on the market price of our common stock, as well as our business, financial condition and results of operations.

42

Anti-kickback laws and regulations prohibit any knowing and willful offer, payment, solicitation or receipt of any form of remuneration in return for the referral of an individual or the ordering or recommending of the use of a product or service for which payment may be made by Medicare, Medicaid or other Government-sponsored healthcare programs. We will enter into consulting agreements, speaker agreements, research agreements and product development agreements with physicians, including some who may order our products or make decisions to use them. In addition, some of these physicians own our stock, which they purchased in arm’s length transactions on terms identical to those offered to non-physicians, or received stock awards from us as consideration for services performed by them. While these transactions were structured with the intention of complying with all applicable laws, including state anti-referral laws and other applicable anti-kickback laws, it is possible that regulatory or enforcement agencies or courts may in the future view these transactions as prohibited arrangements that must be restructured or for which we would be subject to other significant civil or criminal penalties. As discussed above, we have incorporated the AdvaMed code principles into our relationships with healthcare professionals under our consulting agreements, and our policies regarding payment of travel and lodging expenses, research and educational grant procedures and sponsorship of third-party conferences. In addition, we have conducted training sessions on these principles. However, there can be no assurance that regulatory or enforcement authorities will view these arrangements as being in compliance with applicable laws or that one or more of our employees or agents will not disregard the rules we have established. Because our strategy relies on the involvement of physicians who consult with us on the design of our products, perform clinical research on our behalf or educate the market about the efficacy and uses of our products, we could be materially impacted if regulatory or enforcement agencies or courts interpret our financial relationships with physicians who refer or order our products to be in violation of applicable laws and determine that we would be unable to achieve compliance with such applicable laws. This could harm our reputation and the reputations of the physicians we engage to provide services on our behalf. In addition, the cost of noncompliance with these laws could be substantial since we could be subject to monetary fines and civil or criminal penalties, and we could also be excluded from federally funded healthcare programs, including Medicare and Medicaid, for non-compliance.

The Federal False Claims Act (“FCA”) imposes civil liability on any person or entity that submits, or causes the submission of, a false or fraudulent claim to the U.S. Government. Damages under the FCA can be significant and consist of the imposition of fines and penalties. The FCA also allows a private individual or entity with knowledge of past or present fraud against the Federal Government to sue on behalf of the Government to recover the civil penalties and treble damages. The U.S. Department of Justice (“DOJ”) on behalf of the Government has previously alleged that the marketing and promotional practices of pharmaceutical and medical device manufacturers, including the off-label promotion of products or the payment of prohibited kickbacks to doctors, violated the FCA, resulting in the submission of improper claims to federal and state healthcare entitlement programs such as Medicaid. In certain cases, manufacturers have entered into criminal and civil settlements with the federal government under which they entered into plea agreements, paid substantial monetary amounts and entered into corporate integrity agreements that require, among other things, substantial reporting and remedial actions going forward.

The scope and enforcement of all of these laws is uncertain and subject to rapid change, especially in light of the lack of applicable precedent and regulations. There can be no assurance that federal or state regulatory or enforcement authorities will not investigate or challenge our current or future activities under these laws. Any investigation or challenge could have a material adverse effect on our business, financial condition and results of operations. Any state or federal regulatory or enforcement review of us, regardless of the outcome, would be costly and time consuming. Additionally, we cannot predict the impact of any changes in these laws, whether these changes are retroactive or will have effect on a going-forward basis only.

We face significant uncertainty in the industry due to government healthcare reform.

There have been and continue to be proposals by the federal government and state governments to reform the healthcare system in the United States. There are many programs and requirements for which the details have not yet been fully established or the consequences are not fully understood. These proposals may affect aspects of our business. We also cannot predict what further reform proposals, if any, will be adopted, when they will be adopted, or what impact they may have on us.

43

Risks Related to our Status as a Public Company

We are subject to the periodic reporting requirements of the Exchange Act that requires us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.

We are required to file periodic reports with the SEC pursuant to the Exchange Act and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm has to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel has to review and assist in the preparation of such reports. The incurrence of such costs is an expense to our operations, may increase as the Company grows and therefore have a negative effect on our ability to meet our overhead requirements and earn a profit. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if an active trading market for our common stock ever develops or is sustained, could drop significantly.

Our internal controls are inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rule 13a-15(f) under the Exchange Act, internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

Our Chief Executive Officer and Chief Financial Officer noted the following material weaknesses that have caused management to conclude that, as of June 30, 2026, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level in that:

44

We have taken and are continuing to take additional steps to remedy these material weaknesses. However, in doing so, we have incurred and expect to incur additional expenses and diversion of management’s time in order to do so, which may adversely affect our business, results of operations and financial condition. Further effective internal controls, particularly those related to receipts and expenditures as well as disclosures, are necessary for us to produce reliable financial reports and are important to help prevent financial fraud. There can be no assurance that our remedial measures will be sufficient to address the material weaknesses or that our internal control over financial reporting will not be subject to additional material weaknesses in the future If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.

45

Risks Relating to Ownership of Our Common Stock

Two of our stockholders control 51% of the combined voting power of our capital stock regardless of the number of shares of common stock outstanding and accordingly, have the ability to control the election of our directors and the outcome of matters submitted to our stockholders.

Two of our stockholders, Ian T. Bothwell (“Bothwell”), our Chief Executive Officer and Chief Financial Officer and Greyt Ventures LLC (“Greyt”) hold our Series C Preferred Shares, which accord them 51% of the combined voting power of our capital stock, regardless of the number of shares of common stock outstanding. Accordingly, Bothwell and Greyt have the ability to control the election of our directors and influence the outcome of issues submitted to our stockholders. As a consequence, it will be difficult, if not impossible for the other stockholders to remove our management. The voting control of the Company by Bothwell and Greyt could also deter unsolicited takeovers, including transactions in which stockholders might otherwise receive a premium for their shares over then current market prices.

Our articles of incorporation allow for our board to create a new series of preferred stock without further approval by our stockholders, which could adversely affect the rights of the holders of our common stock.

Our Board of Directors has the authority to fix and determine the relative rights and preferences of preferred stock. Our Board of Directors have the authority to issue up to 10,000,000 shares of our preferred stock terms of which may be determined by the Board without further stockholder approval. As a result, our Board of Directors could authorize the issuance of a new series of preferred stock (in addition to the Series C Preferred Shares) that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock. In addition, our Board of Directors could authorize the issuance of a new series of preferred stock, subject to the consent of the holders of the Series C Preferred Shares that has even greater voting power than the Series C Preferred Shares, to our common stock or that is convertible into our common stock, which could decrease the relative voting power of our common stock or result in dilution to our existing stockholders. Although we have no present intention to issue any new additional shares of preferred stock or to create any additional series of preferred stock, we may issue such shares in the future.

You may experience dilution of your ownership interests because of the future issuance of additional shares of common stock.

In the future, we may issue additional authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our shareholders. We may also issue additional shares of our securities that are convertible into or exercisable for common stock, as the case may be, in connection with hiring or retaining employees, future acquisitions, future sales of its securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of common stock may create downward pressure on the value of our securities. There can be no assurance that we will not be required to issue additional shares of common stock, warrants or other convertible securities in the future in conjunction with any capital raising efforts, including at a price (or exercise prices) below the price at which our shares may be valued or are trading in a public market.

Offers or availability for sale of a substantial number of shares of our common stock may cause the price of our common stock to decline.

If our stockholders sell substantial amounts of their shares of our common stock, or shares of our common stock underlying any outstanding securities held by them, in the public market under Rule 144 or upon registration of such shares pursuant to an effective registration statement, it could create a circumstance commonly referred to as an “overhang” and in anticipation of which the market price of our common stock could fall. The existence of an overhang, whether or not sales have occurred or are occurring, also could make more difficult our ability to raise additional financing through the sale of equity or equity-related securities in the future at a time and price that we deem reasonable or appropriate.

46

There can be no assurances that an active trading market will develop for our common stock, or if developed, be maintained.

The average trading volume in our stock has been historically low, with little or no trading at all on some days. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations of the price of, our common stock. Accordingly, investors must assume they may have to bear the economic risk of an investment in our common stock for an indefinite period of time. There can be no assurance that a more active market for the common stock will develop, or if one should develop, there is no assurance that it will be maintained. This severely limits the liquidity of our common stock, and would likely have a material adverse effect on the market price of our common stock and on our ability to raise additional capital.

Our common stock is subject to the “penny stock” rules of the SEC and the trading market in the securities is limited, which makes transactions in the stock cumbersome and may reduce the value of an investment in the stock.

The SEC has adopted Rule 15g-9 which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

In order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form sets forth:

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of common stock and cause a decline in the market value of stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

47

Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may also limit a stockholder’s ability to buy and sell our common stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our common stock and have an adverse effect on the market for shares of our common stock.

The price of our common stock may become volatile, which could lead to losses by investors and costly securities litigation.

The trading price of our common stock is likely to be highly volatile and could fluctuate in response to factors such as:

The stock market is subject to significant price and volume fluctuations. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been initiated against the company. Litigation initiated against us, whether or not successful, could result in substantial costs and diversion of our management’s attention and resources, which could harm our business and financial condition.

If securities analysts do not initiate coverage or continue to cover our common stock or publish unfavorable research or reports about our business, this may have a negative impact on the market price of our common stock.

The trading market for the common stock will depend on the research and reports that securities analysts publish about our business and the Company. We do not have any control over these analysts. There is no guarantee that securities analysts will cover the common stock. If securities analysts do not cover the common stock, the lack of research coverage may adversely affect its market price. If we are covered by securities analysts, and our stock is the subject of an unfavorable report, our stock price and trading volume would likely decline. If one or more of these analysts ceases to cover the Company or fails to publish regular reports on the Company, we could lose visibility in the financial markets, which could cause our stock price or trading volume to decline.

48

We have agreed to indemnify our officers and directors against lawsuits to the fullest extent of the law.

The Company is a Nevada corporation. Nevada law permits the indemnification of officers and directors against expenses incurred in successfully defending against a claim. Nevada law also authorizes Nevada corporations to indemnify their officers and directors against expenses and liabilities incurred because of their being or having been an officer or director. Our organizational documents provide for this indemnification to the fullest extent permitted by law.

Although we currently maintain directors and officers insurance coverage, there is no guarantee that such coverage or that any future insurance coverage we elect to maintain would protect us from any damages or loss claims filed against us.

We do not anticipate dividends to be paid on our common stock, and investors may lose the entire amount of their investment.

Cash dividends have never been declared or paid on the common stock, and we do not anticipate such a declaration or payment for the foreseeable future. We expect to use future earnings, if any, to fund business growth. Therefore, stockholders will not receive any funds absent a sale of their shares. We cannot assure stockholders of a positive return on their investment when they sell their shares, nor can we assure that stockholders will not lose the entire amount of their investment.

The “market overhang” from options, warrants and convertible securities could adversely impact the market price of our shares.

The “market overhang” from options, warrants and convertible securities could adversely impact the market price of our shares as a result of the dilution which would result if such securities were exercised for or converted into shares.

49

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 1C. Cybersecurity.

In the normal course of business, we may collect and store personal information and other sensitive information, including proprietary and confidential business information, trade secrets, intellectual property, patient information, sensitive third-party information and employee information. To protect this information, our existing cybersecurity policies require continuous monitoring and detection programs, network security precautions, encryption of critical data and in-depth security assessments of vendors. We maintain various protections designed to safeguard against cyberattacks, including firewalls and virus detection software. We have established and regularly test our disaster recovery plan, and we protect against business interruption by backing up our major systems. In addition, we periodically scan our environment for any vulnerabilities, perform penetration testing and engage third parties to assess the effectiveness of our data security practices. Our information technology (“IT”) team is responsible for these ongoing monitoring and detection activities.

The governance of our cybersecurity risks involves active and informed participation from our management team, our IT team and our board of directors. This oversight includes briefings by our IT team on the nature of the risks we face and the steps we are taking to mitigate these risks, as well as immediately reporting any significant cybersecurity incident that occurs to management and the board of directors.

We have not experienced a cybersecurity incident that had a material impact on our business strategy, results of operations, or financial condition. We continue to monitor potential cybersecurity threats and incorporate findings into our risk management strategies.

Item 2. Properties.

The Company’s administrative, research, processing and sales and distribution activities are currently housed in approximately 1,730 square feet of space at the Nova Southeastern University (“NSU”) Center for Collaborative Research, 3321 College Avenue, Davie, Florida 33314. This space is currently licensed from NSU on a month-to-month basis for an annual base license fee of approximately $20,230. The Company is currently in discussions with NSU to lease additional laboratory, manufacturing, research, processing, distribution and office facilities space at NSU under a long-term lease agreement.

The Company believes that its existing facilities, together with the additional space it is seeking to lease, will be suitable for its current operations and anticipated near-term growth.

Item 3. Legal Proceedings.

In addition to matters previously reported in our periodic filings with the SEC, 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.

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 June 30, 2026, the Court granted the Company’s Motion to Transfer Venue pursuant to 28 U.S.C. § 1404(a), and the case was transferred to the United States District Court for the Southern District of Florida, Fort Lauderdale Division, where it was docketed as Case No. 0:26-cv-62090-AHS. In August 2026, the Company filed a Motion for Judgment on the Pleadings pursuant to Federal Rule of Civil Procedure 12(c), seeking dismissal of all counts of the Complaint with prejudice. Plaintiffs filed a response in opposition and the Company will file a reply. Discovery is proceeding. Both sides have exchanged initial disclosures and document productions, and the Company has served written discovery on Plaintiffs. 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.

50

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 the Golub Employment Agreement. In June 2026, the parties entered into an agreement settling the matter and the action was 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.

BioXtek

On February 4, 2025, the Company entered into a Binding Memorandum of Understanding (“Binding MOU”) with BioXtek, LLC, a Florida limited liability company (“BioXtek”) setting forth the terms of a joint development, manufacturing, marketing and funding arrangement to be entered into by the Company and BioXtek in various phases (“Joint Venture”). In June 2025, BioXtek sought to terminate a Binding MOU between BioXtek and the Company and related Joint Venture with the Company for alleged breaches by the Company with respect to both the Binding MOU and the Joint Venture. The Company contested BioXtek’s allegations. 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. Mediation was conducted on June 11, 2026, but did not resolve the dispute. The parties are engaged in written discovery. On August 5, 2026, the case was transferred to the Complex Business Litigation Division (Division 07) before Judge David A. Haimes. On August 14, 2026, BioXtek served its initial disclosures. On August 20, 2026, the Court entered a Uniform Trial Order setting the case for trial during the period of January 3, 2028, through March 24, 2028, with a calendar call on December 15, 2027.

BioXtek filed its Answer and Affirmative Defenses to Amended Complaint and Counterclaims on September 21, 2026. BioXtek’s affirmative defenses allege, inter alia, prior material breach, fraudulent concealment, failure of conditions precedent, unenforceability of agreements to agree, valid contractual termination, waiver and estoppel, speculative damages, independent tort doctrine, and lack of FDUTPA standing. BioXtek’s counterclaims allege breach of contract, unjust enrichment, declaratory judgment, fraudulent inducement, negligent misrepresentation, and account stated. The Company intends to respond to BioXtek’s affirmative defenses and counterclaims and vigorously defend against the counterclaims.

Item 4. Mine Safety Disclosures.

Not applicable.

51

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our common stock is traded on the OTCQB tier of the over-the-counter market operated by OTC Markets Group, Inc. under the symbol “ZEOX.” The trading market for our common stock is limited and sporadic. We can provide no assurance that our shares of common stock will continue to be traded on the over-the counter market or another national securities exchange, or if traded, that any public market for our common stock will be active and sustained.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.

Common Stock

As of October 12, 2026, 7,837,441 shares of our common stock were outstanding.

Holders of Our Common Stock

As of October 5, 2026, we had approximately 224 holders of record of our common stock. One of these holders is CEDE and Company which is the mechanism used for brokerage firms to hold securities in book entry form on behalf of their clients and as of October 5, 2026, they held approximately 2,938,000 shares of common stock for these stockholders (based on the last report provided to us, the Company had approximately 3,900 non-objecting beneficial stockholders).

52

Transfer Agent

The transfer agent for our common stock is Securities Transfer Corporation, 2901 Dallas Pkwy Suite 380, Plano, TX 75093.

Dividend Policy

We have never paid or declared dividends on our securities. The payment of cash dividends, if any, in the future is within the discretion of our board of directors and will depend upon our earnings, our capital requirements, financial condition and other relevant factors. We do not expect to pay dividends for the foreseeable future, and intend to retain future earnings, if any, towards the use in our business and growth strategies.

Securities Authorized for Issuance under Equity Compensation Plans

Recent Sales of Unregistered Securities

From November 2025 to June 2026, the Company sold 8.2 Units to fifteen investors for an aggregate purchase price of $2,050,000 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 512,500 shares of common stock and 512,500 warrants to purchase shares of common stock.

The above securities were offered and sold to the investors in accordance with the exemption from registration afforded by Section 4(a)(2) of and/or Rule 506(b) of Regulation D under the Securities Act of 1933, as amended.

Item 6. [Reserved]

53

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion together with our consolidated financial statements and the related notes included elsewhere in this report. This discussion contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ materially from those we currently anticipate as a result of many factors, including the factors we describe under Item 1A. Risk Factors and elsewhere in this report.

Results of Operations

Eight month transition period ended June 30, 2026 as compared to eight months ended June 30, 2025

Revenues. Our revenues for the eight months ended June 30, 2026 were $5,868,000, as compared to revenues of $3,098,000 for the eight months ended June 30, 2025. The increase in revenues for the eight months ended June 30, 2026 of $2,770,000 or 89.4%, was due primarily to overall increases in revenues associated with its allogenic biologic products during the eight months ended June 30, 2026, as compared to the eight months ended June 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 eight months ended June 30, 2026, as compared to the eight months ended June 30, 2025 are presented below:

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 to the recent enactment of state laws permitting access to certain non-FDA-approved stem cell and regenerative medicine therapies combined with 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.

54

Cost of Revenues. Our cost of revenues for the eight months ended June 30, 2026 were $1,128,000, as compared to cost of revenues of $566,000 for the eight months ended June 30, 2024. The increase in the cost of revenues for the eight months ended June 30, 2026 of $562,000 or 99.3%, from the eight months ended June 30, 2025, was due to the increase in overall sales of approximately 89.4% during the eight months ended June 30, 2026, compared with the eight months ended June 30, 2025.

Gross Profit. Our gross profit for the eight months ended June 30, 2026 was $4,740,000 (80.8% of revenues), compared to gross profit of $2,532,000 (81.7% of revenues) for the eight months ended June 30, 2025. The increase in gross profit during the eight months ended June 30, 2026 of $2,208,000 (87.2%) was the result of increases in the gross margins received from sales of allogenic aesthetic biologic products.

General and Administrative Expenses. General and administrative expenses for the eight months ended June 30, 2026 were $10,165,000, as compared to $6,793,000 for the eight months ended June 30, 2025, an increase of $3,372,000 or 49.6%. The increase in the general and administrative expenses for the eight months ended June 30, 2026, from the eight months ended June 30, 2025, was primarily the result of (a) increased stock-based compensation costs to advisors, consultants and administrative staff totaling approximately $1,644,000, (b) increased laboratory related costs of approximately $233,000, (c) increased professional fees of approximately $279,000, (d) increased commissions and travel costs of approximately $437,000, (e) increased marketing related costs of approximately $382,000, (f) increased administrative and office related costs of $112,000 and (g) increased payroll related costs of approximately $278,000 during the eight months ended June 30, 2026, as compared to the eight months ended June 30, 2025.

The increase in stock-based compensation costs of $1,644,000 during the eight months ended June 30, 2026, as compared to the eight months ended June 30, 2025 was principally the result of increased amortization of costs from shares and options issued to executives and advisors and options issued to employees and outside directors.

Excluding the stock-based compensation costs increases noted above, the SG&A expense increases of $1,728,000 (52.7%) during the eight months ended June 30, 2026, as compared to the eight months ended June 30, 2025 was principally the result of the growth of the Company operations in an effort to meet and increase the demand for the Company’s products, including hiring of additional staff, increasing levels of product inventory and expanding its market commercialization efforts, which ultimately brought an increase in sales of approximately $2,770,000 (89.4%) for the eight months ended June 30, 2026 as compared to June 30, 2025. The increases in costs associated with this growth included increases in commissions paid on the Company sales, additional costs associated with the hiring of additional staff, principally laboratory, sales and marketing related, increases in marketing costs associated with attending more industry conferences, conducting more educational forums and expanding the Company’s digital presence. In addition, the Company incurred additional legal fees in connection with corporate and ongoing litigation during the eight months ended June 30, 2026 as compared to the eight months ended June 30, 2025.

Other income.

The increase in other income was principally due to the gain on the sale of Exotropin interests of $390,000 that occurred during the eight months ended June 30, 2026, partially offset from the reduction in commissions received from sales of Exotropin products of $45,000 during the eight months ended June 30, 2025, as compared to the eight months ended June 30, 2025.

Other expense for the eight months ended June 30, 2026 was $30,000, as compared to other expense of $62,000 for the eight months ended June 30, 2025. The decrease in other expenses of $32,000 was principally the result of the reduction in the change in obligation to repurchase shares of $2,000 and reduced interest costs and amortization of loan discounts on Notes payable of $30,000 resulting from the conversion of $475,000 of Notes payable during October 2025.

55

Fiscal year ended October 31, 2025 as compared to fiscal year ended October 31, 2024

Revenues. Our revenues for the year ended October 31, 2025 were $5,199,000, as compared to revenues of $4,620,000 for the year ended October 31, 2024. The increase in revenues for the year ended October 31, 2025 of $579,000 or 12.5%, was due to increases in revenues associated with its PPX™ service platform during the year ended October 31, 2025, compared with the year ended October 31, 2024, partially offset by decreases in revenues from the Company’s allogenic aesthetic biologic products sold during the year ended October 31, 2025, as compared with the year ended October 31, 2024.

The revenues and percentage of overall unit sales derived from the Company’s higher concentration allogenic aesthetic biologic product offerings, lower concentration allogenic aesthetic biologic product offerings and its PPX™ service platform for the year ended October 31, 2025, as compared to the year ended October 31, 2024 are presented below:

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

The Company attributes the net decrease in revenues from higher and lower concentration allogenic aesthetic biologic products sold during the year ended October 31, 2025, compared to the year ended October 31, 2024 due to additional product competition in the marketplace which attracted greater demand for the Company’s lower priced allogenic aesthetic biologic product offerings and lower demand for the Company’s higher priced allogenic aesthetic biologic product offerings during the year ended October 31, 2025, compared with the year ended October 31, 2024.

Cost of Revenues. Our cost of revenues for the year ended October 31, 2025 were $931,000, as compared to cost of revenues of $844,000 for the year ended October 31, 2024. The increase in the cost of revenues for the year ended October 31, 2025 of $87,000 or 10.3%, from the year ended October 31, 2024, was due to the increase of approximately $157,000 of cost of revenues associated with its PPX™ service platform during the year ended October 31, 2025, compared with the year ended October 31, 2024, partially offset by a decrease of approximately $70,000 in the costs of revenues for its allogenic aesthetic biologic products sold for the year ended October 31, 2025, as compared to the year ended October 31, 2024.

Gross Profit. Our gross profit for the year ended October 31, 2025 was $4,268,000 (82.0% of revenues), compared to gross profit of $3,776,000 (81.7% of revenues) for the year ended October 31, 2024. The increase in gross profit during the year ended October 31, 2025 of $492,000 (13.0%) was the result of increases in the gross margins received from sales of its PPX™ service platform, partially offset from reduced gross margins received from the sale of its allogenic aesthetic biologic products.

56

In addition, the percentage of the Company’s revenues associated with its PPX™ service platform, which has a higher cost of revenues as compared to the Company’s allogenic aesthetic biologic product offerings, increased to 29.4% of revenues for the year ended October 31, 2025, as compared with 13.3% of revenues for the year ended October 31, 2024. The percentage of the Company’s revenues associated with its allogenic aesthetic biologic product decreased to 68.6% of revenues for the year ended October 31, 2025, as compared with 81.9% of revenues for the year ended October 31, 2024.

General and Administrative Expenses. General and administrative expenses for the year ended October 31, 2025 were $9,654,000, as compared to $9,095,000 for the year ended October 31, 2024, an increase of $559,000 or 6.1%. The increase in the general and administrative expenses for the year ended October 31, 2025, from the year ended October 31, 2024, was primarily the result of (a) increased stock-based compensation costs to advisors, consultants and administrative staff totaling approximately $839,000, (b) increased laboratory related costs of approximately $179,000 increased lab expenses and (c) increased professional fees of approximately $78,000 during the year ended October 31, 2025, as compared to the year ended October 31, 2024, partially offset from (1) decreased commissions and travel costs of approximately $212,000, decreased marketing related costs of approximately $110,000, decreased administrative and office related costs of $73,000 and reduced research and development costs of approximately $63,000 during the year ended October 31, 2025, as compared to the year ended October 31, 2024.

The increase in stock-based compensation costs during the year ended October 31, 2025, as compared to the year ended October 31, 2024 was principally the result of increased amortization of costs from shares and options issued to executives and advisors and options issued to employees and outside directors.

The decrease in commissions during the year ended October 31, 2025, as compared to the year ended October 31, 2024 was principally the result of a larger percentage of sales that were generated from house accounts with much lower commission costs than paid to distributors and/or independent sales representatives.

Other income. Other income for the year ended October 31, 2025 was $101,000, as compared to other income of $751,000 for the year ended October 31, 2024. The decrease in other income of $650,000 was principally due to (a) a reduction in non-recurring income in connection with the write-off of advances payable to an affiliate of a former executive of $221,000 resulting from the inability of the affiliate to enforce a claim to collect the advances as the period of statute of limitations had run, (b) the reduction settlements of the Amended Skincare Agreement of $168,000, (c) the reduction in settlement income from insurance claims of $89,000, (d) the reduction in commissions received from sales of Exotropin products of $26,000 and (e) reductions in income from the settlement of liabilities of approximately $156,000, partially offset from increases in other income of $10,000 during the year ended October 31, 2025, as compared to the year ended October 31, 2024.

Other expense for the year ended October 31, 2025 was $236,000, as compared to other expense of $137,000 for the year ended October 31, 2024. The increase in other expense of $99,000 during the year ended October 31, 2025, compared to the year ended October 31, 2024, was principally the result of increased interest costs associated with amortization of loan discounts on Notes payable, increased inducement costs associated with the conversion of Notes payable of $136,000 and increased costs of $2,000 associated with changes in the fair value in the obligation to repurchase shares during the year ended October 31, 2025 as compared to the year ended October 31, 2024, partially offset from reduced reserves against the carrying value of the Company’s investments in equity securities of $45,000 during the year ended October 31, 2025 as compared to the year ended October 31, 2024.

57

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:

During the eight months ended June 30, 2026, the Company used cash in operating activities of $383,000, compared to $456,000 for the eight months ended June 30, 2025, a decrease in cash used of $73,000. The decrease in cash used was primarily the result of an increase in gross profit of $2,208,000 for the eight months ended June 30, 2026 compared to the eight months ended June 30, 2025, partially offset from decreases in cash provided from changes in operating assets and liabilities of $396,000 and the increase in general and administrative expenses after adjusting for non-cash related activities of $1,740,000 for the eight months ended June 30, 2026 compared to the eight months ended June 30, 2025.

The increase in cash provided from changes in operating assets and liabilities was due to decreases in accounts receivable, increases in accounts payable and accrued expenses and accrued liabilities, partially offset by decreases in deferred revenues and increases in inventories during the eight months ended June 30, 2026 as compared to the eight months ended June 30, 2025.

During the eight months ended June 30, 2026, the Company had cash provided by investing activities of $298,000 compared to cash used in investing activities of $23,000 for the eight months ended June 30, 2025, an increase in cash provided by investing activities of $321,000. 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 increases in payments made in connection with the Company’s purchase of laboratory equipment of $55,000 during the eight months ended June 30, 2026 as compared to the eight months ended June 30, 2025.

During the eight months ended June 30, 2026, the Company had cash provided by financing activities of $2,129,000 compared to cash used in financing activities of $36,000 for the eight months ended June 30, 2025. The increase in cash provided by financing activities of $2,165,000 was due to the increase in proceeds received from the sale of common stock of $2,150,000 and reductions in payments on finance leases of $15,000 during the six months ended June 30, 2026 compared to the six months ended June 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 fiscal eight months ended June 30, 2026 and through the date of this Transition Report, the Company completed the following private sales of its securities:

In connection with a subscription agreement with a single accredited investor (the “Investor”) during November 2025, the Investor purchased 25,000 shares of our common stock for a purchase price of $100,000 in a private transaction.

58

In November 2025, the Company also commenced a private offering of up to 20 units (“Nov 25 Units”) at a purchase price of $250,000 per Nov 25 Unit for an aggregate purchase price of $5,000,000 (“Offering”). Each Nov 25 Unit consists of (a) 62,500 shares of common stock, $0.001 par value of the Company and (b) 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.

From November 2025 to June 2026, the Company sold 8.2 Units to 15 investors for an aggregate purchase price of $2,050,000 in the Offering. In connection with the sale of the Nov 25 Units in the Offering, the Company issued 512,500 shares of common stock and 512,500 warrants to purchase shares of common stock.

The proceeds from the sale of the shares to the Investor and the Nov 25 Units are being used for working capital purposes.

Going Concern Consideration

The 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 a net loss of $5,074,000 for the eight months ended June 30, 2026 and used $383,000 of cash from operating activities during that period. In addition, the Company had an accumulated deficit at June 30, 2026.

The Company operates in an evolving regulatory environment governing regenerative biologics and human cells, tissues and cellular and tissue-based products (“HCT/Ps”). Certain products regulated by the United States Food and Drug Administration (“FDA”) as biological products under Section 351 of the Public Health Service Act require an approved biologics license application (“BLA”) before being marketed. In addition, certain states, including Florida, Tennessee and Georgia, have enacted legislation permitting the use of certain regenerative therapies under specified conditions, subject to applicable federal and state requirements. The Company believes its current operations are consistent with applicable regulatory requirements; however, it has not sought formal determinations from regulatory authorities regarding the classification or compliance status of its products and related activities. Accordingly, there can be no assurance that the FDA or other regulatory authorities will not adopt a different interpretation or challenge the Company’s compliance in the future, which could affect its ability to manufacture, distribute or sell certain products.

Management’s plans to address the Company’s operating and liquidity requirements include increasing revenues from existing operations, expanding domestic and international sales, developing additional products and commercial opportunities, and continuing its clinical research and development programs. The Company also expects to remain dependent on additional working capital through debt or equity financing to support its operations, product development and clinical studies. Its ability to obtain such financing may be affected by prevailing market conditions, the liquidity and market value of its common stock, available authorized shares and its limited assets available to secure borrowings. There can be no assurance that sufficient financing will be available on acceptable terms, or that the Company’s operating and commercialization strategies will achieve the anticipated results.

The Company’s ability to continue its operations is dependent upon successfully implementing its business and financing strategies, generating sufficient revenues to meet its operating obligations, and maintaining the ability to manufacture and commercialize its products in accordance with applicable regulatory requirements. If these objectives are not achieved, the Company may be required to reduce or defer expenditures, modify its operating plans, seek additional financing or pursue other strategic alternatives.

Based on the foregoing conditions and uncertainties, management has concluded that substantial doubt exists regarding the Company’s ability to continue as a going concern for the twelve months following the issuance of these consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments to the carrying amounts or classification of assets and liabilities that might be necessary if the Company is unable to continue as a going concern.

59

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 June 30, 2026 and through the date of this report, we had no such arrangements.

Recently Issued Financial Accounting Standards

See Note 2 to our audited consolidated financial statements included in this report for a discussion of recent accounting pronouncements.

Critical Accounting Policies

Our audited 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 this report, “Summary of Significant Accounting Policies”.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

60

Item 8. Financial Statements and Supplementary Data.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Zeo ScientifiX, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Zeo ScientifiX, Inc. (the “Company”) as of June 30, 2026 and October 31, 2025, the consolidated statements of operations, changes in stockholders’ equity (deficit) and cash flows for the eight-month transition period ended June 30, 2026 and the years ended October 31, 2025 and 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2026 and October 31, 2025, and the results of its operations and its cash flows for the eight-month transition period ended June 30, 2026 and the years ended October 31, 2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 3, during the eight-month transition period ended June 30, 2026 the Company incurred significant losses and utilized cash in operations and had an accumulated deficit as of that date. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

F-2

Accounting for the issuance of incentive stock options and share-based compensation liability

As discussed in Note 14, the Company’s Board of Directors granted incentive stock options to purchase an aggregate of 1,875,000 shares of common stock to certain Company Officers and Directors and Shareholders (the “Incentive Options”). The Incentive Options contain market and performance conditions, as well as an antidilution provision. The antidilution provision indexes the Incentive Options to a factor in addition to the Company’s share price that is not a market, performance, or service condition, Management has classified the Incentive Options as share-based compensation liability to be remeasured using a Monte Carlo simulation model at fair value at the end of each reporting period until settlement.

We have identified the accounting for the issuance of the incentive stock options and the Company’s estimate of the share-based compensation liability as a critical audit matter due to the complexity of the accounting and that the assumptions utilized in the estimation of the share-based compensation liability required specialized skills and knowledge, and a high degree of auditor judgment.

The primary procedures we performed to address this critical audit matter included the following;

Evaluation of consolidation of Serephon LLC

As described in Note 8 to the financial statements, the Company owns a 50% equity interest in Serephon LLC (“Serephon”), and is responsible for managing its operations. Management evaluated whether the Company is required to consolidate Serephon in accordance with FASB ASC Topic 810, Consolidations.

The determination of whether the Company has a controlling interest in Serephon required significant judgment in evaluating the Company’s ownership interest, its authority over the entity’s operating and financial activities, and the substantive decision-making rights of the other equity holders. This assessment involved the application of complex accounting guidance under ASC 810, including the evaluation of whether Serephon is a variable interest entity and, if applicable, whether the Company is its primary beneficiary.

We identified this matter as a critical audit matter because of the significant judgment required to evaluate the applicable consolidation guidance and the potential effect of the determination on the Company’s consolidated financial statements.

The primary procedures we performed to address this critical audit matter included the following:

F-3

We have served as the Company’s auditor since 2023.

/s/ Weinberg & Company P.A.

Weinberg & Company P.A.

Los Angeles, CA

October 13, 2026

F-4

Zeo ScientifiX, Inc.

CONSOLIDATED BALANCE SHEETS
As of June 30, 2026 and October 31, 2025

(Amounts rounded to the nearest thousand except share amounts)

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

F-5

Zeo ScientifiX, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS
For the Eight Months Ended June 30, 2026 and the Years Ended October 31, 2025 and 2024

(Amounts rounded to the nearest thousand except share amounts)

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

F-6

Zeo ScientifiX, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

For the Eight Months Ended June 30, 2026 and For the Years Ended October 31, 2025 and 2024

(Amounts rounded to the nearest thousand except share amounts)

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

F-7

Zeo ScientifiX, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Eight Months Ended June 30, 2026 and the Years Ended October 31, 2025 and 2024

(Amounts rounded to the nearest thousand except share amounts)

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

F-8

Zeo ScientifiX, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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”), Tennessee’s enacted HB 2246/SB 2586, Public Chapter 1016 became effective July 1, 2026 and Georgia’s enacted HB 1275, Act 453, effective July 1, 2026, the Company has implemented clinical research and commercial sales strategies that are compliant with the newly enacted state stem cell laws. 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 the newly enacted state stem cell laws, 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.

Effective November 28, 2023, we implemented a one-for-200 reverse stock split (the “Reverse Split”). The par value of the Company’s common stock was unchanged at $0.001 per share after the Reverse Split. As a result, on the effective date of the Reverse Split, the stated capital on the Company’s balance sheet attributable to the Company’s common stock was reduced proportionately based on the Reverse Split ratio of one-for-200 and the additional paid-in capital account was credited with the amount by which the stated capital was reduced. All share and per share amounts referenced herein give effect to the Reverse Split as of the earliest period presented.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Change in Fiscal Year

Effective September 10, 2026, the Company changed its fiscal year end from October 31 to June 30. As a result of this change, the Company is presenting audited consolidated financial statements for the eight-month transition period from November 1, 2025 through June 30, 2026.

The consolidated balance sheets are presented as of June 30, 2026 and October 31, 2025. The consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows are presented for the eight-month transition period ended June 30, 2026 and for the fiscal years ended October 31, 2025 and 2024.

Certain unaudited financial information for the eight-month period ended June 30, 2025 is presented for comparative purposes (see Note 20). The unaudited comparative information has been prepared on the same basis as the Company’s audited consolidated financial statements and, in the opinion of management, includes all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the Company’s results of operations for such period.

As a result of the change in fiscal year end, the Company’s results for the eight-month transition period ended June 30, 2026 are not directly comparable to the results for the fiscal years ended October 31, 2025 and 2024.

F-9

Basis of Presentation

The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and variable interest entities (“VIEs”) for which the Company is the primary beneficiary. The Company is considered the primary beneficiary of a VIE when it has both the power to direct the activities of the VIE that most significantly impact its economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. All significant intercompany accounts and transactions of consolidated VIEs have been eliminated in consolidation.

Concentrations of Risk

Credit Risk

The balance sheet items that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. Balances in accounts are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $250,000 per institution. At June 30, 2026, the Company had $930,000 of cash balances in one financial institution in excess of FDIC insurance coverage limits and $499,000 of cash balances in another financial institution in excess of FDIC insurance coverage limits.

Major Customer

During the eight months ended June 30, 2026, the Company sold products and services totaling approximately $638,000 (10.9%) to a large distributor and medical practice group and approximately $598,000 (10.2%) to another large distributor and medical practice group.

During the year ended October 31, 2025, the Company sold products and services totaling approximately $741,000 (14.3%) to a large medical practice group, approximately $597,000 (11.5%) to a large distributor and medical practice group and approximately $568,000 (10.9%) to another large distributor and medical practice group.

During the year ended October 31, 2024, the Company sold products and services totaling approximately $661,000 (14.3%) to a large distributor and medical practice group and approximately $556,000 (12.0%) to another large distributor and medical practice group.

As of June 30, 2026, the Company had accounts receivable from one customer which comprised 94% of its gross accounts receivable. As of October 31, 2025, the Company had accounts receivable from one customer which comprised 100% of its gross accounts receivable. There were no other customers that accounted for more than 10% of accounts receivable at June 30, 2026 or October 31, 2025.

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.

Major Supplier

The Company has contracts with more than one supplier of the tissue raw material used in manufacturing of its products.

During the eight months ended June 30, 2026, the Company purchased the tissue raw material used in manufacturing of its products from one supplier in the amount of $104,000 (61% of total raw material purchases) and $66,000 (39% of total raw material purchases).

During the fiscal year ended October 31, 2025, the Company purchased the tissue raw material used in manufacturing of its products from one supplier in the amount of $120,000 (72% of total raw material purchases) and $45,000 (28% of total raw material purchases).

During the fiscal year ended October 31, 2024, the Company purchased the tissue raw material used in manufacturing of its products from one supplier in the amount of $135,000.

The Company’s supply agreements are non-exclusive and the Company does not believe it has any exposure based on the availability of raw materials and/or products from other suppliers.

F-10

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 share-based compensation liability and equity instruments issued for services, and assumptions used in the determination of the Company’s liquidity.

Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents.

Accounts Receivable

Accounts receivable are recorded at net realizable value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to pay their obligation. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions.

Most of the Company’s sales do not provide for installment payments and amounts are typically due upon invoicing. However, for those customers that are granted payment terms, the policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company are exhausted, the determination for charging off uncollectible receivables is made. Management determined that no allowance for bad debts was necessary at June 30, 2026 and October 31, 2025.

Inventory

Inventory is stated at the lower of cost or net realizable value using the average cost method. The Company provides a reserve for potential excess, dated or obsolete inventories based on an analysis of forecasted demand compared to quantities on hand and any firm purchase orders, as well as product shelf life. At June 30, 2026 and October 31, 2025, the Company determined that no reserves were required in connection with our inventory.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives of property and equipment range from 3 to 15 years. Upon sale or retirement, the cost and related accumulated depreciation and amortization are eliminated from their respective accounts, and the resulting gain or loss is included in results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred.

F-11

Leasehold Improvements

Leasehold improvements in excess of $1,000 that are made in connection with leases having a term of more than 12 months are capitalized by the Company and amortized over the shorter of the useful life of the asset or the remaining lease periods and renewals that are deemed to be reasonably certain at the date the leasehold improvements are purchased. Costs associated with leasehold improvements that do not exceed $1,000 are expensed as incurred.

Revenue Recognition

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

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

Net Income (Loss) Per Common Share

Basic income (loss) per common share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of fully vested common shares outstanding during the period. Diluted earnings per share is 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 period. 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 June 30, 2026, the Company had 8,207,357 common shares issuable upon the exercise of options and warrants (vested and unvested), 290,000 unissued restricted stock (178,333 unvested), $250,000 of convertible debt securities (convertible into a maximum of 41,667 shares) and $50,000 of future obligations in connection with the purchase of the BioLumina assets that may be settled through the issuance of common stock (convertible into a maximum of 20,000 shares) that were not included in the computation of diluted loss per share because their inclusion is anti-dilutive for the eight months ended June 30, 2026.

At October 31, 2025, the Company had 4,265,444 common shares issuable upon the exercise of options and warrants (vested and unvested), 212,500 unissued restricted stock (178,333 unvested), $250,000 of convertible debt securities (convertible into a maximum of 41,667 shares) and $100,000 of future obligations in connection with the purchase of the BioLumina assets that may be settled through the issuance of common stock (convertible into a maximum of 40,000 shares) that were not included in the computation of diluted loss per share because their inclusion is anti-dilutive for the year ended October 31, 2025.

At October 31, 2024, the Company had 3,522,527 common shares issuable upon the exercise of options and warrants (vested and unvested), 185,000 unvested and unissued restricted stock and $725,000 of convertible debt securities (convertible into a maximum of 120,834 shares) that were not included in the computation of diluted loss per share because their inclusion is anti-dilutive for the nine months ended October 31, 2024.

F-12

Stock-Based Compensation

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

The Company accounts for stock-based awards granted to employees, nonemployee directors, and consultants in accordance with ASC 718, “Compensation—Stock Compensation.” Stock-based awards are measured at fair value, and compensation expense is recognized over the applicable requisite service period. The Company accounts for forfeitures as they occur.

Restricted Stock Awards. The fair value of restricted stock awards is measured based on the closing market price of the Company’s common stock on the grant date. Compensation expense is recognized over the vesting period.

Service-Based Stock Options. The fair value of stock options subject solely to service-based vesting conditions is measured on the grant date using the Black-Scholes option-pricing model. Compensation expense is recognized on a straight-line basis over the vesting period.

Stock Options with Market or Performance Conditions. The fair value and derived service period of stock options containing a market condition are estimated on the grant date using a Monte Carlo simulation model. For awards that vest upon the first to occur of a market condition or a performance condition, compensation expense is recognized over the derived service period. If the performance condition becomes probable of achievement and its associated implicit service period is shorter than the derived service period, any unrecognized compensation expense is recognized prospectively over the revised requisite service period. If either condition is achieved before the end of the requisite service period, any unrecognized compensation expense is recognized immediately.

Liability-Classified Stock Options. Stock options indexed to a factor in addition to the Company’s share price that is not a market, performance, or service condition are classified as liabilities. Liability-classified awards are measured at fair value on the grant date and remeasured at the end of each reporting period until settlement. During the requisite service period, compensation expense is recognized based on changes in the fair value of the award, adjusted for the portion of the requisite service rendered through each reporting period. If the award vests before completion of the requisite service period, any unrecognized compensation expense based on the then-current fair value is recognized immediately. After vesting or completion of the requisite service period, subsequent changes in fair value are recognized in compensation expense until settlement.

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 $65,000, $100,000 and $164,000 for the eight months ended June 30, 2026 and the years ended October 31, 2025 and 2024, respectively. The research and development costs primarily relate to the filing and approval of IND applications and the performance of clinical trials.

Income Taxes

The Company files a consolidated tax return that includes all of its subsidiaries.

Provisions for income taxes are based on taxes payable or refundable for the current year taxable income for federal and state income tax reporting purposes and deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss carryforwards. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of the operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some or all of the deferred tax assets will not be realized.

F-13

The Company accounts for uncertain tax positions in accordance with FASB Topic 740 – Income Taxes. This pronouncement prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. The interpretation also provides guidance on recognition, derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

For the eight months ended June 30, 2026 and the years ended October 31, 2025 and 2024 the Company incurred operating losses, and therefore, there was not any income tax expense amount recorded during those periods. There is a full valuation allowance established for the tax benefit associated with the net losses for the eight months ended June 30, 2026 and the years ended October 31, 2025 and 2024.

Fair Value of Financial Instruments

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

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

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

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

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

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

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

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

The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, accounts payable and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of convertible notes approximate their fair values because interest rates on these obligations are based on prevailing market interest rates. The estimated fair value of the share-based compensation liability is determined using Level 3 inputs.

F-14

Operating Lease Obligations

Under the provisions of Accounting Standards Update (ASU) No. 2016-02 (Topic 842) (“ASC 842”), the Company recognizes a right of use (“ROU”) asset and corresponding lease liability for all operating and financing leases upon commencement of the lease.

The Company’s policy is to treat operating leases that have a term of one year or less at lease commencement date and do not include a purchase option that is reasonably certain of exercise, consistent with the lease recognition approach as previously outlined under ASC 840. In addition, month to month leases which do not involve additional financial commitments on the part of the Company are also treated consistent with the lease recognition approach as previously outlined under ASC 840. The Company has established a capitalization threshold of $15,000 in determining whether any future operating leases will be capitalized.

Subsequent Events

The Company has evaluated subsequent events that occurred after June 30, 2026 through the financial statement issuance date for subsequent event disclosure or recording.

Recently Issued Accounting Pronouncements

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

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

NOTE 3 – GOING CONCERN

The 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 a net loss of $5,074,000 for the eight months ended June 30, 2026 and used $383,000 of cash from operating activities during that period. In addition, the Company had an accumulated deficit at June 30, 2026.

The Company operates in an evolving regulatory environment governing regenerative biologics and human cells, tissues and cellular and tissue-based products (“HCT/Ps”). Certain products regulated by the United States Food and Drug Administration (“FDA”) as biological products under Section 351 of the Public Health Service Act require an approved biologics license application (“BLA”) before being marketed. In addition, certain states, including Florida, Tennessee and Georgia, have enacted legislation permitting the use of certain regenerative therapies under specified conditions, subject to applicable federal and state requirements. The Company believes its current operations are consistent with applicable regulatory requirements; however, it has not sought formal determinations from regulatory authorities regarding the classification or compliance status of its products and related activities. Accordingly, there can be no assurance that the FDA or other regulatory authorities will not adopt a different interpretation or challenge the Company’s compliance in the future, which could affect its ability to manufacture, distribute or sell certain products.

F-15

Management’s plans to address the Company’s operating and liquidity requirements include increasing revenues from existing operations, expanding domestic and international sales, developing additional products and commercial opportunities, and continuing its clinical research and development programs. The Company also expects to remain dependent on additional working capital through debt or equity financing to support its operations, product development and clinical studies. Its ability to obtain such financing may be affected by prevailing market conditions, the liquidity and market value of its common stock, available authorized shares and its limited assets available to secure borrowings. There can be no assurance that sufficient financing will be available on acceptable terms, or that the Company’s operating and commercialization strategies will achieve the anticipated results.

The Company’s ability to continue its operations is dependent upon successfully implementing its business and financing strategies, generating sufficient revenues to meet its operating obligations, and maintaining the ability to manufacture and commercialize its products in accordance with applicable regulatory requirements. If these objectives are not achieved, the Company may be required to reduce or defer expenditures, modify its operating plans, seek additional financing or pursue other strategic alternatives.

Based on the foregoing conditions and uncertainties, management has concluded that substantial doubt exists regarding the Company’s ability to continue as a going concern for the twelve months following the issuance of these consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments to the carrying amounts or classification of assets and liabilities that might be necessary if the Company is unable to continue as a going concern.

NOTE 4 – INVENTORIES

NOTE 5 – PROPERTY AND EQUIPMENT

Depreciation expense totaled $52,000, $73,000 and $74,000 for the eight months ended June 30, 2026 and the years ended October 31, 2025 and 2024, respectively.

F-16

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

As of October 31, 2025, the Company had invested $145,000 in the non-marketable equity securities of Exotropin (“Exotropin”), a privately-held skin-care formulator in an effort to accelerate the Company’s development of expertise with respect to the skincare industry and the potential supply of the Company’s products in future formulations. As of October 31, 2025, the Company had recorded total reserves against the carrying value of its investment in Exotropin of $145,000, based on the limited financial history of Exotropin to date and the lack of any information to ascertain the fair value of Exotropin.

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 Exotropin’s Limited Liability Company Agreement (as amended to date, the “LLC Agreement”) relating to the Membership Units (collectively, the “Membership Interests”), for the aggregate cash consideration of $2,788,000 (the “Purchase Price”). The Parties agreed to allocate the Purchase Price as follows: $376,000 to the Company in respect of the Company’s Membership Interests; $1,206,000 to Greyt in respect of Greyt’s Membership Interests; and $1,206,000 to Skycrest in respect of Skycrest’s Membership Interests (the foregoing amounts allocated to each of the Sellers, an “Allocated Purchase Price”).

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 15) 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 mutual general releases. During the eight months ended June 30, 2026, the Company recorded a gain of $390,000 from the sale of its Exotropin interests comprised of the proceeds of $376,000 received from the sale of its interests in Exotropin and the reduction of previously recorded liabilities of $14,000.

For the eight months ended June 30, 2026 and the years ended October 31, 2025 and 2024, $0, $61,000 and $87,000 of commissions, respectively, were paid to the Company in connection with the Sales Agreement. The commissions earned under the Sales Agreement are reflected in other income in the consolidated financial statements.

F-17

NOTE 7 – FINANCE LEASE OBLIGATIONS

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

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

As of June 30, 2026 and October 31, 2025, finance lease obligations were $89,000 and $110,000, respectively, of which $30,000 and $33,000 were current, respectively.

The weighted average remaining term of the Company’s finance leases as of June 30, 2026 was 36.2 months. The minimum lease payments pursuant to the finance lease are as follows:

Other Leases

During the eight months ended June 30, 2026 and the years ended October 31, 2025 and 2024, the Company leased its administrative and research facility on a month-to-month basis. Rent expense was $13,000, $20,000 and $20,000 during the eight months ended June 30, 2026 and the years ended October 31, 2025 and 2024, respectively (see Note 21).

F-18

NOTE 8 – VARIABLE INTEREST ENTITY WITH RELATED PARTY

Investment in Serephon

On May 12, 2026, Greyt Ventures LLC (“Greyt”), a principal shareholder of the Company, Dr. George Shapiro, the Company’s Chief Medical Officer, Mr. Ian Bothwell, the Company’s Chief Executive Officer, and the Company formed Serephon LLC (“Serephon”), a Delaware limited liability company. Serephon intends to act 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 agreed to supply biologic products to Serephon and/or Serephon’s 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).

Pursuant to Serephon’s governing agreements, in connection with future issuances of equity interests, the Company may be subject to disproportionate dilution until its ownership interest is equal to the ownership interest of each of the other members.

Effective May 12, 2026, Serephon approved annual compensation of $150,000 for each of Ian T. Bothwell, Dr. George Shapiro and Greyt Ventures LLC for services provided to Serephon. Upon Serephon achieving cumulative revenues in excess of $2.5 million, the annual compensation payable to each party will increase to $250,000. Such compensation will accrue until Serephon has sufficient cash flow to make payments, as determined by the Manager. Any accrued and unpaid compensation remains an obligation of Serephon. As of June 30, 2026, aggregate compensation of $53,000 related to these agreements was accrued for services provided during the period.

The Company evaluated its interest in Serephon and its relationships with the other members in accordance with ASC 810, Consolidation, including the related-party provisions thereof. Based upon the structure and purpose of Serephon, the Company’s significant economic interest in Serephon, the relationships among the members, and the Company’s involvement in the activities that most significantly affect Serephon’s economic performance, the Company determined that Serephon is a variable interest entity and that the Company is its primary beneficiary. Accordingly, the Company consolidates Serephon in its consolidated financial statements.

The interests in Serephon not owned by the Company are presented as noncontrolling interests in the Company’s consolidated financial statements. Net income or loss attributable to the noncontrolling interests is separately presented in the consolidated statements of operations. All significant intercompany balances and transactions between the Company and Serephon are eliminated in consolidation.

Serephon’s operations are subject to state-specific laws governing clinic ownership, licensure and the practice of medicine. If applicable regulations require that licensure or structural changes are needed, Serephon may seek clinic licensure, modify its ownership or operating arrangements, or operate as an MSO supporting a physician-owned clinical entity, any of which could impact revenues, increase costs or delay operations.

During the period ended June 30, 2026, Serephon recognized revenues of $431,000 and had a net profit of $72,000, included in the accompanying consolidated statements of operations. As of June 30, 2026, Serephon had total assets of $134,000 and total liabilities of $62,000. The Company has not provided financial support to Serephon that it was not contractually required to provide and has no contractual obligation to provide additional financial support to Serephon.

F-19

NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

NOTE 10 – NOTES PAYABLE

Convertible Promissory Notes

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

The Convertible Promissory Note may be prepaid by the Company, in whole, but not in part, at any time prior to the Maturity Date, subject to payment of a premium of 10%, provided that the Company gives the holder fifteen (15) business days 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 (20) consecutive trading days ending on the date the Company gives the holder of the Convertible Promissory Note notice of prepayment.

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

F-20

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.

As of November 1, 2024, the balance of the Convertible notes was $725,000. On October 3, 2025, the Company offered each Holder of the Notes the opportunity to convert their Note on October 10, 2025 (including accrued interest outstanding) at a conversion price equal to $3.00 per share (“Conversion Offer”). The Holders of a total of $475,000 principal amount of Notes (plus $39,000 of accrued interest as of October 10, 2025) agreed to accept the Conversion Offer and accordingly received an aggregate total of 171,347 shares of common stock of the Company. In connection with the conversion of the Notes, the Company recorded an inducement expense of $136,000 representing the fair value of the additional shares that were issued in the conversion (the trading price of the Company’s common stock on the date of conversion was $1.59 per share) over the amount of shares convertible pursuant to the original terms of the Notes.

In connection with the issuance of the Convertible Promissory Notes, the Company recorded a discount in the amount of $72,000. The discount is being amortized over the term of Convertible Promissory Notes. For the eight months ended June 30, 2026 and the year ended October 31, 2025, $5,000, $39,000 (including $15,000 of unamortized discounts associated with the converted Notes outstanding as of October 10, 2025), respectively, of the discounts recorded in connection with the issuance of the Note have been amortized, resulting to unamortized debt discount of $2,000 and $7,000 as of June 30, 2026 and October 31, 2025, respectively. As of June 30, 2026, the remaining outstanding Notes of $250,000 are convertible into a maximum of 41,667 shares (see Note 21).

During the eight months ended June 30, 2026 and the years ended October 31, 2025 and 2024, the Company has paid $0, $20,000 and $64,000 respectively, of interest on the Notes.

The securities were offered and sold in a private offering exempt from the registration requirements of the Securities Act, pursuant to the exemptions from registration afforded by Rule 506(b) of Regulation D under the Securities Act.

NOTE 11 – INCOME TAXES

The Company files a consolidated federal income tax return that includes all of its subsidiaries. For the eight months ended June 30, 2026 and the years ended October 31, 2025 and 2024, the Company incurred operating losses, and therefore, there was not any current income tax expense amount recorded during those periods.

The consolidated provision for income taxes for the eight months ended June 30, 2026 and the years ended October 31, 2025 and 2024 consists of the following:

F-21

Effective tax rates differ from the federal statutory rate of 21% for 2026, 2025 and 2024 applied to income before income taxes. A reconciliation of the U.S. federal statutory tax amount to the Company’s effective tax amount is as follows:

The Company had a federal net operating loss carryover of $21,459,000 as of June 30, 2026, of which 98% is available to offset future taxable income indefinitely. The Company had state net operating loss carryovers of $10,405,000 of which $7,982,000, carryover indefinitely and the balance expires in varying amounts through 2041.

The tax effects of temporary differences and carry-forwards that give rise to deferred tax assets and liabilities for the Company were as follows:

FASB ASC 740 requires a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. At June 30, 2026 and October 31, 2025, the net deferred tax asset was offset by a full valuation allowance.

Pursuant to Code Sec. 382 of the Internal Revenue Code (“the Code”), the utilization of net operating loss carryforwards may be limited as a result of a cumulative change in stock ownership of more than 50% over a three-year period. The Company may be subject to such limitation.

F-22

IRS Penalties

As of October 31, 2023, the Company had accrued $86,000 of accrued tax penalties and interest on the balance sheet in connection with penalties and interest assessed by the Internal Revenue Service (“IRS”) for delinquent income tax returns for the periods since inception through the tax year ended October 31, 2016 that were not filed until December 2017 (“Delinquent Filed Returns”). The Company filed a “Request for Collection Due Process Equivalent Hearing” (“Request”) in September 2021 seeking an abatement of the penalties and interest. A hearing was held on June 28, 2022 and during February 2024, the IRS notified the Company that the Company’s appeal for full abatement of penalties and interest ($92,000 as of February 2024) associated with the Delinquent Filed Returns was granted. The Company recorded the abatement as other income for the year ended October 31, 2024.

NOTE 12 – CAPITAL STOCK

Preferred Stock

The Company is authorized to issue 10,000,000 shares of $0.001 par value preferred stock in one or more designated series, each of which shall be so designated as to distinguish the shares of each series of preferred stock from the shares of all other series and classes. The Company’s board of directors is authorized, without stockholders’ approval, within any limitations prescribed by law and the Company’s Articles of Incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock.

Series C Preferred Shares

On August 17, 2022, the Company filed a Certificate of Designation for a newly created Series C Non-Convertible Preferred Stock consisting of 100 shares, $0.001 par value of authorized but unissued preferred stock of the Company (“Series C Preferred Shares”). The Company initially issued each of Skycrest and Greyt, 50 shares of the Series C Preferred Shares in connection with a “change in control” transaction” consummated in August 2022. On December 17, 2024, the Company filed an Amendment (the “Amendment”) to the Certificate of Designation of our Series C Preferred Shares.

During December 2024, Skycrest requested that it be allowed to transfer the 50 shares of Series C Preferred Shares of the Company it holds to Ian T. Bothwell, the Company’s Chief Executive Officer and Chief Financial Officer (“Transfer”). In December 2024, the Board of Directors of the Company approved the Transfer and the Transfer was completed.

The Series C Preferred Shares vote together with shares of our common stock as a single class on all matters presented to a vote of stockholders and represent 51% of the voting control of the Company, except as required by law. The Series C Preferred Shares are not convertible into common stock, do not have any dividend rights and do have a nominal liquidation preference. The Series C Preferred Shares also have certain protective provisions, such as requiring the vote of a majority of Series C Preferred Shares to change or amend their rights, powers, privileges, limitations and restrictions, including the assignment of interests and redemption provisions.

Common Stock

On November 7, 2023, the Company filed a certificate of amendment to its Articles of Incorporation to effect a reverse split of our issued and outstanding common stock on a one-for-two-hundred basis. The reverse stock split was effective with FINRA on November 28, 2023 (the “Reverse Split”). The par value of the Company’s common stock was unchanged at $0.001 per share after the Reverse Split. All share and per share amounts have been retroactively adjusted to reflect the split as if it occurred at the earliest period presented.

F-23

Sale Of Common Stock

On July 8, 2024, the Company completed a $500,000 private financing (“Financing”) with a single accredited investor (“Investor”). In the Financing, the Company sold and issued to the Investor 250,000 shares of common stock (“Shares”) and warrants to purchase an additional 83,333 Shares (the “Warrants”) (see Note 13). In connection with the Financing, the Company agreed to provide the Investor certain piggy-back registration rights under the Securities Act of 1933, as amended (“Securities Act”) with respect to the Shares purchased and the Shares underlying the Warrants purchased. The proceeds are being used for working capital purposes.

On July 25, 2025, ZEO entered into a subscription agreement (“Subscription Agreement”) with a single accredited investor (the “Investor”) pursuant to which the Investor agreed to purchase 250,000 shares of our common stock (the “Shares”) in a private transaction for an aggregate purchase price of $1,000,000 (the “Purchase Price”). The Shares were to be issued and sold and the Purchase Price paid in ten (10) equal monthly installments commencing on August 1, 2025 and ending on May 1, 2026. As of October 31, 2025, 75,000 shares have been sold for an aggregate of $300,000 in accordance with the Subscription Agreement. On November 1, 2025, an additional 25,000 shares were sold for $100,000 in accordance with the Subscription Agreement. On February 10, 2026, the Subscription Agreement was amended whereby the total number of Shares to be purchased under the Subscription Agreement was reduced to 100,000 Shares and no further shares are issuable. As of June 30, 2026, a total of 100,000 shares have been sold for an aggregate amount of $400,000 pursuant to the Subscription Agreement.

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 June 2026, the Company sold 8.2 Units to fifteen investors for an aggregate purchase price of $2,050,000 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 512,500 shares of common stock and 512,500 warrants to purchase shares of common stock.

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

Issuance of Equity Instruments for Services

2021 Plan

In September 2021, the Company adopted the 2021 Equity Incentive Plan (“2021 Plan”). The 2021 Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, and Performance Shares (an “Award”) to any person who is an employee or director of, or consultant to the Company. The maximum aggregate number of shares that may be issued pursuant to all Awards was 1,250,000 shares. On June 6, 2023, the Company’s board of directors and stockholders holding a majority of the Company’s voting power, approved an increase in the number of shares of the Company’s common stock reserved for issuance under the Company’s 2021 Plan from 1,250,000 shares to 2,500,000 shares. On June 10, 2026, 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 2,500,000 shares to 7,500,000 shares.

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

F-24

As of June 30, 2026, a total of 5,962,395 Awards (net of 1,379,524 Awards redeposited for future issuance) that have been awarded under the 2021 Plan remain issued and outstanding. As of October 31, 2025, a total of 1,595,482 Awards (net of 1,243,647 Awards redeposited for future issuance) that have been awarded under the 2021 Plan remain issued and outstanding.

Restricted Stock Awards

Fiscal Year October 31, 2024 Issuances

Effective January 31, 2024, the Company and a legal firm performing services to the Company agreed to exchange $20,000 of legal fees payable due to the legal firm for 20,000 shares of newly issued common stock valued at $20,000, representing a 20% discount to the closing price of the common stock of the Company on the date the arrangement was agreed to by both the Company and the legal firm. The shares were issued to the legal firm in April 2024.

Effective April 1, 2024, the Company entered into sales distribution agreement with a sales and marketing company (“Salesco”). Salesco was entitled to receive commissions on sales of the Company’s products to customers introduced by Salesco in the form of cash and common stock of the Company based on sales milestones. In connection with the agreement, the Company agreed to pay Salesco a monthly advance of $15,000 for the first 6 months, provided however, that the last 2 monthly retainers were subject to Salesco achieving a certain minimum amount in sales during the applicable month. The monthly retainers were to be repaid from commissions earned by Salesco on sales of the Company’s products that are generated through Salesco. In addition, Salesco was granted 30,000 shares of the Company’s common stock which vests over 2 years, quarterly, except the quarterly vesting period will “cliff vest” upon the Company receiving $300,000 in cumulative sales from customers introduced by Salesco. The agreement may be terminated by the Company upon the six-month anniversary of the agreement. The 30,000 grant of shares was valued at $60,000 based on the closing price of the common stock of the Company on the effective date of the agreement of $2.00. The Company provided notice of termination of the agreement with Salesco during the eight months ended June 30, 2026. The Company recorded $8,000 and $18,000 of stock-based compensation expense during the years ended October 31, 2025 and 2024, respectively.

During April 2024 through August 2024, in consideration for agreeing to serve on the Company’s medical advisory board, the Board approved the issuance to a total of twenty individuals an aggregate of 155,000 shares of unregistered common stock valued at ranges between $1.04 per share and $2.75 per share, the closing price of the common stock of the Company on the respective grant dates. The shares vest annually over the three-year period from the date of grant. The Company will amortize $271,000 of stock-based compensation expense over a three-year vesting period. The Company recorded $34,000, $82,000 and $57,000 of stock-based compensation expense during the eight months ended June 30, 2026 and the years ended October 31, 2025 and 2024, respectively.

On April 1, 2024, pursuant to the Company’s 2021 Incentive Stock Plan (“Incentive Plan”), the Company’s Board of Directors (“Board”) awarded 125,000 and 62,500 shares of the Company’s common stock to Jerry Glauser and Leathem Stearn or their nominees, respectively (“Stock Grants”), both members of the Board, valued at $2.00 per share, the closing price of the common stock of the Company on the grant date. The Stock Grants vest in full as of the date of the grant. The Company recorded a total of $375,000 of stock-based compensation expense during the year ended October 31, 2024, in connection with the Stock Grants.

F-25

Fiscal Year October 31, 2025 Issuances

Effective February 1, 2025, in connection with an agreement with an independent sales representative (“Representative”), the Company agreed to grant the Representative 40,000 shares of the Company’s common stock which were to vest quarterly over a 2-year period beginning with the first month subsequent to the monthly period that the Representative generated a cumulative amount of sales for the Company in excess of $500,000 (“Sales Milestone”). In addition, the Representative will be entitled to receive commissions on sales of the Company’s products to customers introduced by the Representative in the form of cash and common stock of the Company based on sales milestones. The agreement may be terminated by the Company at any time upon 30 days written notice for failure of Representative to meet sales targets, to be solely determined by the Company. The fair value of the shares as of the date of grant was $104,000. The Company terminated the agreement during May 2026 without the Representative achieving the minimum Sales Milestone. As a result, the shares were forfeited and the Company did not record any expense in connection with the grant of shares.

On May 8, 2025, the Company entered into an agreement with a non-affiliated consultant (the “Consultant”) to advise the Company on strategic communication investor relation programs (“Consulting Agreement”). In connection with the Consultant Agreement, the Company granted the Consultant 100,000 shares of common stock (“Shares”) and warrants to purchase an additional 500,000 shares of common stock (the “Warrants”). 50,000 of the Shares with a fair value of $143,000 vested upon execution of the Consulting Agreement and the remaining 50% with a fair value of $143,000 will vest on the six-month anniversary of the Consulting Agreement. During the periods ended June 30, 2026 and the year ended October 31, 2025, the Company amortized $143,000 and $143,000, respectively, of expenses related to the fair value of the shares. The Warrants vest in five equal tranches of 100,000 shares, at various exercise prices ranging between $3.50 - $10.00 per share, and are exercisable on the terms provided in the Consulting Agreement. Once vested, the Warrants are exercisable for a period of ninety (90) days from the date they become exercisable. The Company valued the warrants on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 4.00%, (2) term of 3 years, (3) expected stock volatility of 143%, and (4) expected dividend rate of 0%. The grant date fair value of the warrants granted was $1,428,000. The Company will amortize $1,428,000 of stock-based compensation when management estimates the vesting the conditions are probable of being achieved.

Effective May 23, 2025, in connection with an agreement with a second consultant (“Second Consultant”), the Company agreed to grant the Second Consultant 40,000 shares of the Company’s common stock which shall vest quarterly over a 2-year period commencing on the date that sales obtained by the Company from customers introduced by Second Consultant exceed $400,000 (“Milestone”) and provided that the Milestone is achieved by December 31, 2025. Upon termination of the agreement for any reason, any unvested stock shall be forfeited. In addition, the Second Consultant will be entitled to receive commissions on sales of the Company’s products to customers introduced by the Second Consultant in the form of cash and common stock of the Company based on sales milestones. The agreement may be terminated at any time by either party upon 30 days written notice. The fair value of the shares as of the date of grant was $82,000. The Company will amortize $82,000 of stock-based compensation prorata over the vesting period once the Second Consultant has achieved minimum Sales Milestone. During May 2026, the Company and the Second Consultant amended the agreement whereby the Milestone was terminated without the Second Consultant achieving the Milestone and the shares were forfeited and the Company did not record any expense in connection with the grant of shares. As an inducement to enter into the amendment, the Company agreed to issue the Second Consultant 25,000 shares of common stock of the Company with a fair value of $___, if customer sales attributed to the Second Consultant exceeds $200,000 for 2 consecutive months during the months from May 2026 through December 2026.

On June 25, 2025, in connection with the Acquisition (see Note 18), the Company issued 30,000 restricted shares of the Company’s common stock valued at $58,000.

F-26

Eight Month June 30, 2026 Issuances

On December 1, 2025, the Company entered into a consulting agreement with a third party to provide certain market engagement and investor relations consulting services to the Company. Pursuant to the Consulting Agreement, the Company issued the consultant 10,000 restricted shares of common stock of the Company, 5,000 shares which vested and were issued on the agreement date and 5,000 Shares which vested on the 90^th day after the agreement date. The 10,000 grant of shares were valued at $2.05 per share, the closing price of the common stock of the Company on the effective date of the grant. The Company recorded a total of $21,000 of stock-based compensation expense based on the grant date fair value of these shares during the eight months ended June 30, 2026.

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 25,000 shares of the Company’s common stock, to vest as to 12,500 shares on the date of the grant and the remaining 12,500 shares on the first anniversary of the award date. The 25,000 grant of shares was valued at $2.66 per share, the closing price of the common stock of the Company on the effective date of the grant. The Company will amortize $66,000 of stock-based compensation in accordance with the vesting periods. The Company recorded a total of $50,000 of stock-based compensation expense based on the grant date fair value of these shares during the eight months ended June 30, 2026.

On January 14, 2026, pursuant to the Company’s 2021 Plan, the Company’s Compensation Committee (“Comp Board”) awarded 175,000 shares of the Company’s common stock to Ian Bothwell, the Company’s Chief Executive Officer and 175,000 shares of the Company’s common stock to Dr. George Shapiro, the Company’s Chief Medical Officer. The Comp Board also approved the grant of 175,000 shares of common stock of the Company to Greyt Ventures LLC, a principal shareholder of the Company in consideration of consulting services rendered to the Company. The 525,000 grant of shares was valued at $2.66 per share, the closing price of the common stock of the Company on the effective date of the grant. The Company will amortize $1,395,000 of stock-based compensation expense over the one-year vesting term. The Company recorded $799,000 of stock-based compensation expense during the eight months ended June 30, 2026. The shares have not yet vested but have been issued as of June 30, 2026.

Effective January 23, 2026, Dr. Kisiday was appointed the Company’s Chief Technology Officer and the Company entered into an employment agreement (“Employment Agreement”) with Dr. Kisiday. In connection with Dr. Kisiday’s Employment Agreement, Dr. Kisiday was granted 50,000 shares of common stock under the 2021 Plan. The stock grant vests as to 20,000 shares on the first anniversary of the of the Employment Agreement and 30,000 shares on the second anniversary of the Employment Agreement. The 50,000 grant of shares was valued at $2.74 per share, the closing price of the common stock of the Company on the effective date of the Employment Agreement. The Company will amortize $137,000 of stock-based compensation expense over the two-year vesting term. Effective March 23, 2026, Dr. Kisiday’s employment was terminated and the 50,000 stock grant was forfeited.

During the period February 2026 to June 2026, in consideration for agreeing to join the Company’s medical advisory board or as a consultant, the Company issued to twelve individuals an aggregate of 182,500 shares of unregistered common stock valued between $1.66 and $2.45 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 172,500 shares vest over periods up to a maximum of 3 years. The Company will record $367,000 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 $72,000 of stock-based compensation expense based on the grant date fair value of these shares during the eight months ended June 30, 2026.

During the eight months ended June 30, 2026, 20,833 and 50,000 shares that were granted in 2024 and 2025, respectively, vested, of which $34,000 and $143,000, respectively, of stock based compensation expense was recognized during the eight months ended June 30, 2026. The shares have not yet been issued as of June 30, 2026. In addition, 125,000 shares granted prior to October 31, 2025 were forfeited due to termination and/or failure to satisfy service or performance conditions of the respective agreements.

F-27

A summary of unvested restricted stock activity for the eight months ended June 30, 2026 and the years ended October 31, 2025 and 2024 are presented below: