FUNI 10-K & 10-Q changes, risk factors and insider trading

As a result of recurring net losses and insufficient cash reserves, our independent certified public accountant has added a paragraph to its report on our financial statements for the year ended September 30, 20242025 questioningraising substantial doubt about our ability to continue as a going concern. Our ability to continue as a going concern is dependent upon our ability to raise additional capital and to achieve sustainable revenues and profitable operations. Since inception, we have raised funds primarily through the sale of equity securities and convertible notes. We will need additional funds to commercially launch and then operate our business. No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we are able to obtain additional financing, it may contain undue restrictions on our operations or cause substantial dilution for our stockholders. If we are unable to obtain additional funds, our ability to carry out and implement our planned business objectives and strategies will be significantly delayed, limited or may not occur. We cannot guarantee that we will ever generate revenue and become profitable. Even if we achieve profitability, given the competitive and evolving nature of the industry in which we operate, we may not be able to sustain or increase profitability and our failure to do so would adversely affect our business, including our ability to raise additional funds.

Although we were incorporated in 2010, we were previously in the business of operating a service-oriented independent testing laboratory, data analytics and media firm focused on developing cannabis and hemp markets. We sold the assets of this business in 2024, and recently positioned our business to develop and sell aan bioreactoraccelerator device for the production of functional mushrooms. As such we have a limited operating history upon which to evaluate our commercial prospects. Our historical results are not indicative of our future results in the new line of business. Our limited operating history makes it difficult for potential investors to evaluate our prospective operations and business prospects. Investors should consider our future prospects in light of the risks and uncertainties of early-stage companies operating in a competitive environment. We may encounter unanticipated problems as we continue to refine our business model and may be forced to make significant changes to be successful in the marketplace.

We plan to continue the development of the Hypha Micropearl bioreactoraccelerator over the next twelve months with the goal of commercializing the device by the end of calendar year 2025.2026. Accordingly, we will continue to incur additional substantial development costs and other expenses to commercialize our products. We cannot reasonably estimate the actual amounts necessary to execute our business strategy and successfully launch our business. Further we cannot estimate the costs involved in the development, manufacture and commercialization of any future products. In addition, other unanticipated costs may arise. We will require additional financing to execute our business plan. As a result, until we can generate substantial revenues from our products, we expect to finance our cash needs though equity offerings, debt financings or other capital sources.

Our success depends on our ability to acquire and retain customers in a cost-effective manner through marketing efforts and exposure to our products. In order to create and expand our customer base, we will need to appeal to and acquire customers who have not historically consumed functional mushrooms or used aan bioreactoraccelerator device to grow these mushrooms. We plan to make a significant investment related to to customer acquisition and expect to continue to spend significant amounts to acquire additional customers. Our advertising efforts will will consist primarily of email marketing, online advertisements and promotions, digital marketing and social media. These efforts are expensive expensive and may not result in the cost-effective acquisition of customers. We cannot assure you that the net profit from new customers we acquire will ultimately exceed the cost of acquiring those customers through enhancements to the customer experience on our website, mobile-optimized mobile-optimized websites and mobile operations. If we fail to deliver a quality shopping experience, or if consumers do not perceive the products we offer to be of high value and quality, we may not be able to acquire new customers. If we are unable to acquire new customers who purchase products in numbers sufficient to grow our business, we may not be able to generate the scale necessary to drive beneficial network effects with our suppliers or efficiencies in our logistics network, our net revenue may decrease, and our business, financial condition and operating results may be materially adversely affected.

The Company may not be successful in developing the Hypha Micropearl bioreactoraccelerator and introducing any new and improved models of the device.

We plan to continue the design, development and testing of the Hypha Micropearl bioreactoraccelerator over the next twelve months. If the bioreactoraccelerator performs as expected, of which there can be no assurance, we will introduce it into the marketplace. The introduction of the initial Hypha Micropearl bioreactoraccelerator will require substantial expenditures for advertising and marketing to gain marketplace recognition. Further, after the introduction and sale of the initial Hypha Micropearl bioreactor,accelerator, the ability to develop new and improved devices will be important important to our long-term success. The ability to develop new and improved devices, will depend upon, among other things, whether we can develop and fund technological innovations and successfully anticipate consumer needs and preferences. There is no guarantee that we will be successful in developing products necessary to compete effectively in the functional mushroom industry or that we will be successful successful in advertising, marketing and selling the bioreactoraccelerator or any new products.

Macroeconomic trends, including increases in inflation and rising interest rates, may adversely impact our business, financial condition and results of operations. Inflation in the United States has recently declineddeclined, andbut it is expecteduncertain tothat it will remain at its current reduced level in the near-term. However, rising inflation in the future could have an adverse impact on our operating expenses and any potential borrowings under credit facilities. There is no guarantee we will be able to mitigate the impact of rising inflation. The Federal Reserve has started reducing reducing interest rates with the decline in inflation but there is no assurance that rates will continue to decline throughout our fiscal year year ending September 30, 2025. If interest rates remain high, we cannot assure you that our access to capital and other sources of funding will not become constrained, which could adversely affect the availability and terms of any desired borrowings. Such future constraints could increase our borrowing costs, which would make it more difficult or expensive to obtain financing, which could slow or deter future growth.

Our business depends on consumer discretionary spending, and our results are highly dependent on U.S. consumer confidence and the health of the U.S. economy. Consumer spending may be affected by many factors outside of the Company’s control, including general economic conditions; consumer disposable income; consumer confidence and perception of economic conditionsconditions, in part as a result of the trade policies of the U.S. government; the threat or outbreak of war, terrorism or public unrest (including, without limitation, the conflicts in Ukraine and the Middle East) which may cause supply chain disruptions, increase fuel costs and transportation costs, and create general economic instability; wage and unemployment levels; consumer debt and inflationary pressures; the costs of basic necessities and other goods; effects of weather and natural disasters caused by climate change or otherwise; and epidemics, contagious disease outbreaks, and other public health concerns including the COVID-19 pandemic. Adverse economic changes in any of the regions in which we sell our products could reduce consumer confidence and could negatively affect net revenue and have a material adverse effect on our operating results.

We may choose to rely upon manufacturers based in outside the United States, including China, and their operations are subject to risks associated with business operations in those countries.countries as well as trade policies of the U.S. government. Any disruption in the ability of these manufacturers to supply us with our products on a timely basis could have a material adverse effect on our business, results of operations or financial condition.

Our current plan is to manufacture the Hypha Micropearl bioreactoraccelerator outside the United States to reduce manufacturing costs. Although we have have not yet identified a manufacturer for our products, nor have we entered into an arrangement with any entity in a foreign country to manufacture our products, we may decide to manufacture the bioreactoraccelerator in mainland China.China or another foreign country. The Chinese government or any foreign government in a country where we choose to manufacture our products may intervene or influence the operations of a business located in that country, especially China, or the industry in which a business operates at any time, which could result in a material change to the operations of any manufacturer in such country. In addition, the trade policies of the U.S. government, in particular, and the tariffs imposed on goods manufactured in China and other foreign countries, may cause the cost to manufacture in a foreign country and ship our products to customers in the Unites States to be cost prohibitive. Foreign countries where we choose to manufacture may be subject to political instability and dramatic changes in economic policies. For example, policies of the Chinese government can have significant effects on the economic conditions of China and industries within China. The Chinese government hashad confirmedintended that economic development willwould follow the model of a market economy. Under this direction, we believehad anticipated that China willwould continue to strengthen its economic and trading relationships with foreign countries and business development in China willwould follow market forces. WhileGiven wethe current believeuncertainty thatof thisthe trendglobal willtrading continue,markets, we cannot assure you that this will be the case. Changes in policies, regulations, rules, and the enforcement of laws by a foreign government may produce quick shifts in policy with little advance notice that could adversely affect our interests by interfering with the operations of manufacturers and/or suppliers we choose to rely upon. Although the Chinese government has been pursuing economic reform policies for more than two decades, we cannot assure you that the government will continue to pursue such policies or that such policies may not be significantly altered, especially in the event of a change in leadership, social or political disruption, or other circumstances affecting China’s political, economic, and social environment.environment or in response to U.S. trade policies.

We may rely on a limited number of suppliers, or in some cases, a single supplier, for some of the components of our Hypha Micropearl bioreactor,accelerator, such as the cartridges, and may not be able to find replacements or immediately transition to alternative suppliers

We intend to source components, such as the cartridges, for the Hypha Micropearl bioreactoraccelerator from third parties. Our failure to maintain continued supply of such components, or supply that meets quality control requirements, particularly in the case of sole suppliers, would seriously harm our business, financial condition, and results of operations. In the event of any adverse developments with these vendors, our product supply may be interrupted, and obtaining substitute components could be difficult or require us to re-design our products. If the supply of components we receive from suppliers does not meet quality control standards, we may not be able to use the components, or if we use them not knowing that they are of inadequate quality, it may prevent our products from working properly or at all.

Although we do not believe there are any other companies developing aan bioreactoraccelerator device to produce functional mushrooms in the home, we do believe that there is ongoing research into the medical properties and applications of various mushroom species for personal care and pharmaceuticals which continues to promote the development of new functional mushroom-based products. For instance, in August 2023, Four Sigmatic, a wellness products manufacturing company, launched organic mushroom complex capsules in Calm, Focus, and Memory varieties. These capsules contain lion’s mane mushroom extract, vitamin B12, and L-theanine. Mushroom Perfecti, a company focused on the production of mushroom based products from mycelium, is producing a line of nutritional supplements, Nature’s Rise, a manufacturer of organic mushroom products, launched Lion’s Mane organic powder extract on Amazon in October 2022 and Lifeway Foods, Inc., a US supplier of Kefir and fermented probiotic products, launched a new line of adaptogenic medical mushrooms beverages at the Winter Fancy Food Show in Las Vegas in February 2022. In August 2023 Applied Food Sciences Inc. (“AFS”), one of the leaders in supplying functional and organic ingredients, announced its equity investment and partnership with KAAPA Biotech, a Finland based company. This partnership would help AFS expand its botanical portfolio by adding Nordic grown medical mushroom extracts that could be used in food, beverages and supplements. These companies represent the availability of alternative sources of functional mushrooms offered to consumers.

Further, advancements in biotechnology and mycology have enabled researchers to explore novel cultivation techniques, optimize growing conditions, thereby enhancing the production of bioactive compounds in mushrooms. In May 2023, Optimi Health Corp., a Canadian-based company, opened a new mushroom research and development facility. The new facility consists of two 10,000-square-feet10,000-square-foot facilities with ten growing rooms producing approximately 2,000 kilograms of dried psilocybin mushrooms a month. Thus, the global functional mushroom market share is anticipated to exhibit a promising growth rate in a competitive marketplace.

If we are unable to protect our brand, including our trademarks, our business can be materially and adversely effected.affected.

Our success is dependent in part on our ability to protect our brand and the trademarks we use to sell our products. We are currently using the trademark Micropearls with respect to our bioreactoraccelerator device and intend to introduce this product into the marketplace with this trademark. trademark. Although we have not registered this trademark, our use and claim to the name protects us from third parties using it for similar products, although third parties may still infringe our trademark. Any infringement of our trademark by third parties can lead to consumer confusion and any unauthorized use of a similar mark can make it challenging for consumers to distinguish between our brand and the infringing party. This confusion can erode the trust and loyalty that our customers may develop over time. Further, if an infringing party utilizes our brand’s trademark to sell subpar or counterfeit products, the quality associated with our brand can suffer. Consumers who encounter these inferior offerings may associate the negative experience with our brand, resulting in a tarnished reputation. It will be crucial for us to maintain control over our trademark to protect the positive association customers have with our brand. Trademark infringement infringement can lead to lost business opportunities, as unauthorized parties may exploit our brand’s reputation and market presence for their gain. Such loss of opportunities can have long-lasting effects on our brand’s growth and profitability.

Our common stock is currently eligible for quotation on the OTCQB and OTCBB,OTCQB, however trading to date has been limited. If activity in the market for shares of our common stock does not increase, purchasers of our shares or those who receive shares upon conversion of our Series D Preferred Stock or exercise of warrants may find it difficult to sell their shares. We currently do not meet the initial listing criteria for any registered securities exchange, including the Nasdaq Stock Market. The OTCQB and OTCBB areis often characterized by low trading volume and significant price fluctuations. These and other factors may further impair our stockholders’ ability to sell their shares when they want to and/or could depress our stock price. As a result, stockholders may find it difficult to dispose of, or obtain accurate quotations of the price, of our securities because smaller quantities of shares could be bought and sold, transactions could be delayed and security analyst and news coverage of our Company may be limited. These factors could result in lower prices and larger spreads in the bid and ask prices for our shares of common stock.

We have outstanding shares of preferred stock with rights and preferences superior to those of our Series D Preferred Stock and common stock.

The issued and outstanding shares of Series A Convertible Preferred Stock and Series B Preferred Stock grant the holders of such preferred stock liquidation and dividend rights that are superior to those held by the holders of our Series D Preferred Stock and our common stock.

Hypha Labs, Inc. (formerly Digipath, Inc.) was incorporated in Nevada on October 5, 2010. Until February 20, 2024, the Company was a service-oriented independent testing laboratory, data analytics and media firm focused on the developing cannabis and hemp markets, and supported the cannabis industry’s best practices for reliable testing, cannabis education and training. Our mission was to provide pharmaceutical-grade analysis and testing to the cannabis industry, under ISO-17025:2017 guidelines, to ensure consumers and patients knew exactly what was in the cannabis they ingest and to help maximize the quality of our clients’ products through research, development, and standardization. Hypha Labs had been operating a cannabis-testing lab in Nevada since 2015.

Hypha Products Inc., a wholly owned subsidiary of the Company was formed on April 18, 2024, to engage in the research, development and commercialization of aan bioreactor,accelerator, the Hypha Micropearl bioreactor,accelerator, a home appliance designed to accelerate the production of nutritionally beneficial mushrooms for human consumption. The Company’s easy-to-use device, together with its replacement cartridges, safely and effectively produces enriched mycelium of functional mushrooms, or Micropearls, in just eight days. These Micropearls contain active mushroom ingredients that offer a way to harness the medicinal properties of fungi in a concentrated easy to handle tasteless and odorless form. These Micropearls can be incorporated into various food and beverages without altering the flavor.

DuringThe Company had no revenues during the years ended September 30, 20242025 andor 2023,September 30, 2024, during which all revenues are classified as part of Net income from discontinued operations in the accompanying consolidated statement of operations.

The Company accounts for equity instruments issued to employees in accordance with the provisions of ASC 718 - Stock Compensation (ASC 718) and Equity-Based Payments to Non-employees pursuant to ASC 2018-07 (ASC 2018-07). All transactions in which the consideration provided in exchange for the purchase of goods or services consists of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date of the fair value of the equity instrument issued is the earlier of the date on which the counterparty’s performance is complete or the date at which a commitment for performance by the counterparty to earn the equity instruments is reached because of sufficiently large disincentives for nonperformance.non-performance.

Other income,expense, on a net basis, for the year ended September 30, 20242025 was $470,631,$100,493, compared to other expenseincome of $244,267$470,631 during the year ended September 30, 2023,2024, ana increasedecrease of $714,898.$571,124. Other expense during the year ended September 30, 2025 consisted of $106,143 of interest expense, loss on debt extinguishment of $32,347 and other expense of $20,003 offset by the recovery of previously written off receivables of $58,000. Other income during the year ended September 30, 2024 consisted of $201,769 of interest expense and loss on extinguishment of debt of $956,494 offset by the recovery of previously written off receivables of $66,000 and a gain on the sale of subsidiary net assets of $1,548,998. Other expense during the year ended September 30, 2023 consisted of $364,267 of interest expense and other expense of $55,000 offset by the recovery of previously written off receivables of $175,000.

As of September 30, 2024,2025, the Company had current assets of $410,190,$320,531, comprisingcomprised of cash of $91,166,$38,118, prepaids and other current assets of $289,024, $26,560, and deferred offering costs of $30,000.$255,853. The Company’s current liabilities as of September 30, 20242025 were $1,393,660,$2,512,387, consisting of $86,348 $472,551 of accounts payable, $166,989$263,026 of accrued expenses, $25,923$130,462 of accrued expenses – related parties, current maturities of lease liabilities of $36,428, and the current maturities of$26,838, convertible notes payable net of $1,078,235.discounts of $1,303,832 and notes payable net of discounts of $315,678.

Net Cash (Used in) FinancingOperating Activities

During the year ended September 30, 2024,2025, net cash used in financingoperating activities was $1,291,749,$379,975, compared to net cash used in financingoperating activities of $161,020$1,033,875 for the same period ended September 30, 2023,2024, including cash usedprovided inby financingoperating activities from discontinued operations of of $15,784$0 for the year ended September 30, 20242025 compared to cash usedprovided inby financingoperating activities from discontinued operations of $60,920$358,576 for for the year ended September 30, 2023.2024. The currentdecrease periodin consistedcash used in operating activities was primarily attributable to our increase in net loss, offset by non-cash stock-based compensation expense of $595,965$1,850,160 ofalong repaymentswith ondecreases notesin payable,prepaids $650,000and ofother repaymentscurrent onassets, convertible notesaccounts payable and $30,000accrued in payments of deferred offering costs, compared to $100,000 of repayments on notes payable and the repurchase of Series C Preferred stock in the comparative period in the prior year.expenses.

We are also a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates is less than $700 million and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. As a smaller reporting company, we may rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited financial statements in our Exchange Act reports and have reduced disclosure obligations regarding executive compensation. \

Over the next 12 months, the Company plans to continue product design and development of its Micropearl bioreactor,accelerator, with the goal of commercializing the bioreactoraccelerator device by the end of calendar year 2025.2026. Initially, the Company will produce a limited number of bioreactorsaccelerators at its headquarters headquarters for testing purposes, both with mycologists and experts in the functional mushroom industry. Based on the success of this testing, the Company will then seek to enter into an arrangement with a contract manufacturer to begin commercial production of the bioreactoraccelerator units. units. The Company’s goal is to be in the position to market the Micropearl bioreactoraccelerator for commercial sale by the endlatter part of calendar year 2025, 2026, although there can be no assurance it will achieve its goal in this time period, or at all.

The Company is still in the product design and development phase for the Micropearl bioreactor.accelerator. It anticipates finalizing product design and development in the next few months, with the goal of moving into beta testing of the device by the end of the second calendar quarter 2025,2026, and then into production for commercial sale sometime atbefore the end of calendar year 2025.2026. There can be no assurance the Company will will be able to meet the timeline proposed.

Our Hypha Micropearl bioreactor will be sold with replaceable cartridges which are delivered pre-sterilized to the home and ready to be inserted into the device. These cartridges are filled with powerful nutrient formulations which allow for the production of the Micropearls. The QR codes on the cartridges are scanned to the Hypha Labs app and inserted into the device and the Micropearls are produced and fully formed in eight days. After harvesting the Micropearls with a strainer, they are ready to be incorporated into a variety of foods. The cartridges help to minimize the risk of mold or yeast contamination and help improve the success of the at home mushroom growth. We believe that our innovative bioreactor technology will disrupt traditional methods of mushroom production and bring lab-quality nutrient ingredients into the home with convenience and efficiency We intend to continue the design, development and testing of the Hypha Micropearl bioreactor over the next nine months. Initially, we will produce a limited number of bioreactors at our headquarters for testing purposes, both with mycologists and experts in the functional mushroom industry. Upon completion of the design and successful testing of the Hypha Micropearl bioreactor, we will seek to enter into a manufacturing arrangement outside the United States to manufacture the Hypha Micropearl bioreactor for commercial sale. Our goal is to be in the position to market the Hypha Micropearl bioreactor by the latter part of calendar year 2026, although there can be no assurance we will achieve our goal in this time period, or at all.efficiency.

Results of Operations for the Three Months Ended MarchJune 31,30, 2026 and 2025:

The following table summarizes selected items from the statement of operations for the three months ended MarchJune 31,30, 2026 and 2025.

General and administrative expenses for the three months ended MarchJune 31,30, 2026 were $114,389,$66,419 compared to $95,467$81,683 during the three months ended June March 31,30, 2025, ana increasedecrease of $18,922,$15,264, or 20%. General and administrative expenses increased primarily due to increased marketing expenses.19%.

Professional fees for the three months ended MarchJune 31,30, 2026 were $306,004,$29,534, compared to $573,695$454,344 during the three months ended MarchJune 31,30, 2025, a decrease of $267,691,$424,810, or 47%.93%. Professional fees included non-cash, stock-based compensation of $0 and $389,063$313,059 during the three months ended MarchJune 31,30, 2026 and 2025, respectively. Professional fees decreased primarily due to the decrease in stock based compensation offsetand by increaseddecreased corporate consulting services and legal fees during the current period as we increasedevaluated our focus on developingdevelopment our new business in addition to expensing the remaining portion of the deferred offering costs.opportunities.

Other expense, on a net basis, for the three months ended MarchJune 31,30, 2026 was $100,721,$208,804, compared to other income,expense, on a net basis, of $27,340$25,996 during the three months ended MarchJune 31,30, 2025, a net increase in other expense of $128,061.$182,808. Other expense consisted of interest expense of $100,721 for the three months ended March 31, 2026 compared to interest expense of $22,660 offset by the gain on the recovery of previously written off receivables for the three months ended March 31, 2025. The increase in interestboth expenseperiods which increased in the three months ended MarchJune 31, 30, 2026 compared to the three months ended MarchJune 31,30, 2025 wasas a result of increased note payable and convertible note payable balances. In addition, the three months ended June 30, 2026, the Company incurred a loss on the change in fair value of derivative liabilities of $54,295.

Results of Operations for the SixNine Months Ended MarchJune 31,30, 2026 and 2025:

The following table summarizes selected items from the statement of operations for the Sixnine months ended MarchJune 31,30, 2026 and 2025.

General and administrative expenses for the sixnine months ended MarchJune 31,30, 2026 were $300,265,$366,684, compared to $1,150,578$1,172,261 during the sixnine months ended MarchJune 31,30, 2025, a decrease of $850,313,$805,577, or 74%.69%. General and administrative expenses included non-cash, stock-based compensation of $48,800 and $968,356 during the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively. General and administrative expenses decreased primarily due to the issuance of the Series C Preferred shares to our sole officer with a value in excess of the purchase price of $968,356 during the prior period which did not occur in the current period.period, offset increases in general corporate overhead as we evaluated development of our new business opportunities.

Professional fees for the sixnine months ended MarchJune 31,30, 2026 were $595,148,$624,682, compared to $823,848$1,338,192 during the six months ended MarchJune 31,30, 2025, a decrease of $228,700,$713,510, or 28%.53%. Professional fees included non-cash, stock-based compensation of $169,331 and $456,063$769,122 during the sixnine months ended MarchJune 31,30, 2026 and 2025, respectively. Professional fees decreased primarily due to the decrease in stock based compensation offsetand bya decrease increasein corporate consulting services and legal fees during the current period as we increasedevaluated our focus on developingdevelopment our new business opportunities, inoffset addition to expensingby the remainingwrite portionoff of theour deferred offering costs.

Other expense, on a net basis, for the sixnine months ended MarchJune 31,30, 2026 was $147,339,$356,143, compared to other expense, on a net basis of $7,037$33,033 during the sixnine months ended MarchJune 31,30, 2025, a net increase in other expense of $140,302.$323,110. Other expense consisted of interest expense of $147,339$301,848, and loss on the change in fair value of derivative liabilities of $54,295 for the sixnine months ended MarchJune 31,30, 2026 compared to interest expense of $45,034$71,030 and loss on the settlement of the escrow deposit of $20,003, offset by interest income of $8,000 and the recovery of previously written off receivables of $50,000 for the sixnine months ended March 31,June 30, 2025. The increase in interest expense in the six nine months ended MarchJune 31,30, 2026 compared to the sixnine months ended MarchJune 31,30, 2025 was a result of increased note payable and convertible note payable balances.

The following is a summary of the Company’s cash flows provided by (used in) operating, investing, and financing activities for the sixnine months ended MarchJune 31,30, 2026 and 2025:

During the sixnine months ended MarchJune 31,30, 2026, net cash used in operating activities was $200,902,$252,992, compared to net cash used in operating activities of $41,611$64,912 for the same period ended MarchJune 31,30, 2025. The increase in net cash used in operating activities was primarily attributable to our increase in net loss related to the development of our new business, after taking into account the non-cash expense related to the issuance of Series C Preferred shares to the sole officer in the sixnine months ended MarchJune 31,30, 2025.

During the sixnine months ended MarchJune 31,30, 2026, net cash used in investing activities was $0, compared to $1,730 used in investing activities for the same period ended MarchJune 31,30, 2025. The cash used in investing activities for the prior period related to the purchase of fixed assets.

Net Cash Provided by (Used in) Financing Activities

During the sixnine months ended MarchJune 31,30, 2026, net cash provided by financing activities was $244,984,$219,984, compared to net cash usedprovided inby financing activities activities of $26,732$122,668 for the same period ended MarchJune 31,30, 2025. Cash provided by financing activities for the sixnine months ended March 31,June 30, 2026 related to proceeds from notes payable of $102,500,$152,500, proceeds of $150,000$155,000 from convertible notes payable and net proceeds from the sale of Series D Preferred Shares of $57,484, offset by the repayment of $65,000$145,000 on notes payable. Cash provided by financing activities for the six nine months ended MarchJune 31,30, 2025 related to proceeds from notes payable of $65,600,$115,600, proceeds from convertible notes payable of $130,000, proceeds from purchase of Series C Preferred Shares of $100, offset by the payment of $92,432$123,032 in deferred offering costs.

As of MarchJune 31,30, 2026, our balance of cash on hand was $82,200,$5,110, and we had negative working capital of $1,338,365$1,577,350 and an accumulated deficit of $24,692,079$24,996,836 resulting from recurring losses. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Until the agreement to sell the assets of the Company’s lab testing business, management was actively pursuing new customers to increase revenues. In addition, the Company was seeking additional sources of capital to fund short term operations. The Company will seek to raise funds to complete the development and testing of its bioreactor over the next 6 to 12 months and to fund the initial launch of commercial sales of its bioreactor device. The Company intends to raise such funds through either the sale of equity or debt securities, including through a Regulation A offering. The Company is also currently evaluating future investments into potential acquisition targets. There can be no assurance that we will be successful in raising the necessary funds to achieve these objectives or that we will be able to continue our business without either a temporary interruption or a permanent cessation if such funds are not available. In addition, additional financing may result in substantial dilution to existing stockholders. These factors raise substantial doubt about the Company’s ability to continue as a going concern.