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

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 SB 1768, has only recently commenced during 2025. 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.

Our current birth tissue supply arrangements for manufacturingthe 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.

The Company currently has $725,000$250,000 of 8% Notes, payable annually, which mature on September 30, 2026, unless converted into shares of our common stock by the holders of the Notes. The shares underlying the Notes are being registered by the registration statement of which this prospectus forms a part. There is no assurance that the Company will make all of the required payments when due or that in the alternative, the holders of the 8% Notes will convert them into shares of our common stock.

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.

Generally, worldwide economic conditions remain uncertain, particularly due to the effects of the conflictcurrent U.S. policy of imposing tariffs, the conflicts between Russia and Ukraine andUkraine, between Israel and Hamas, and potentially with Iran, disruptions in the banking system and financial markets, lingering threat of pandemics, 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 recent 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 well-establishedmore tissueestablished processorsdevelopers and medicalmanufacturers deviceof manufacturers,regenerative medicine therapeutics, as well as new market entrants.

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

The success of the human tissuetherapeutic 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 tissuematerials 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.

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

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 Interim Chief Executive Officer and Chief Financial Officer noted the following material weaknesses that have caused management to conclude that, as of October 31, 2024,2025, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level in that:

Two of our stockholders, Ian T. Bothwell (“Bothwell”), our Interim 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.

ZeoThe 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.

Revenues. Our revenues for the year ended October 31, 20242025 were $4,620,000,$5,199,000, as compared to revenues of $4,558,000$4,620,000 for the year ended October 31, 2023.2024. The increase in revenues for the year ended October 31, 20242025 of $62,000$579,000 or 1.4%,12.5%, was primarilydue theto resultincreases of an increase of approximately $474,000 ofin revenues associated with our recently launchedits PPX™ service platform during the year ended October 31, 2024,2025, compared with the year ended October 31, 2023 and an increase of approximately 7.9% (approximately $293,000) in the overall unit sales of our high concentration biologic products during the year ended October 31, 2024, compared with the year ended October 31, 2023, partially offset by a decrease of approximately 16.0% (approximately $705,000)decreases in therevenues average sales prices forfrom the highCompany’s concentrationallogenic aesthetic biologic products sold during the year ended October 31, 2024,2025, as compared with the year ended October 31, 2023.2024.

The revenues and percentage of theoverall Company’sunit revenuessales associatedderived with its recently launched PPX™ service platform, which has a lower gross margin percentage as compared tofrom the Company’s highhigher concentration allogenic aesthetic biologic product offerings, increasedlower toconcentration 13.3%allogenic ofaesthetic revenuesbiologic product offerings and its PPX™ service platform for the year ended October 31, 2024,2025, as compared to 3.1% of revenues for the year ended October 31, 2023.2024 are presented below:

General and Administrative Expenses. General and administrative expenses for the year ended October 31, 20242025 were $9,095,000,$9,654,000, as compared to $10,818,000$9,095,000 for the year ended October 31, 2023,2024, aan decreaseincrease of $1,723,000$559,000 or 15.9%.6.1%. The decreaseincrease in the general and administrative expenses for the year ended October 31, 2024,2025, from the year ended October 31, 2023,2024, was primarily the result of decreased(a) researchincreased stock-based compensation costs to advisors, consultants and developmentadministrative costsstaff oftotaling approximately $759,000,$839,000, decreased(b) increased laboratory related costs of approximately $567,000,$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 $490,000,$212,000, decreased marketing related costs of approximately $110,000, decreased administrative and office related costs of $177,000,$73,000 and reduced corporateresearch insuranceand development costs of $143,000 and decreased professional fees of approximately $701,000, which were partially offset by increased stock-based compensation costs to advisors, consultants and administrative staff totaling approximately $644,000 and increased payroll and consulting fees of approximately $579,000$63,000 during the year ended October 31, 2024,2025, as compared to the year ended October 31, 2023.2024.

Other income. Other income for the year ended October 31, 20242025 was $751,000,$101,000, as compared to other income of $331,000$751,000 for the year ended October 31, 2023.2024. The increasedecrease in other income of $420,000$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 settlementreduction settlements of the Amended Skincare Agreement of $168,000, the abatement of IRS penalties of $93,000,(c) the reduction in settlement ofincome from insurance claims of $89,000, (d) the increasesreduction in commissions received from sales of Exotropin products of $87,000,$26,000 theand increases(e) reductions in income from the settlement of liabilities of approximately $93,000$156,000, andpartially offset from increases in other income of $10,000 during the year ended October 31, 20242025, as compared to the year ended October 31, 2023, partially offset from the decrease in the gain from the sale of the Basalt Lab of approximately $341,000 which occurred in the year ended October 31, 2023.2024.

Other expense for the year ended October 31, 20242025 was $137,000,$236,000, as compared to other expense of $550,000$137,000 for the year ended October 31, 2023.2024. The decreaseincrease in other expense of $413,000$99,000 during the year ended October 31, 2024,2025, compared to the year ended October 31, 2023,2024, was principally the result of reducedincreased interest costs associated with amortization of loan discounts on Notes payable, increased inducement costs associated with the conversion of approximatelyNotes $326,000,payable reducedof IRS interest$136,000 and penaltiesincreased costs of approximately$2,000 $13,000,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 $55,000 and reduced costs associated with changes in the fair value of a commitment fee of $19,000 related to a January 2022 $600,000 debt financing,$45,000 during the year ended October 31, 20242025 as compared to the year ended October 31, 2023.2024.

During the year ended October 31, 2024,2025, the Company used cash in operating activities of $1,450,000,$718,000, compared to $2,197,000$1,450,000 for the year ended October 31, 2023,2024, a decrease in cash used of $747,000.$732,000. The decrease in cash used was primarily the result of aan increase in gross profit of $492,000, increases in cash provided from changes in operating assets and liabilities of $389,000 for the year ended October 31, 2025 compared to the year ended October 31, 2024, partially offset from the reduction in general and administrative expenses and other income (expense) after adjusting for non-cash related activities of $2,353,000$147,000 for the year ended October 31, 20242025 compared to the year ended October 31, 2023, partially offset by reductions in gross profit of $274,000 and reductions in cash provided from changes in operating assets and liabilities of $1,315,000 for the year ended October 31, 2024 compared to the year ended October 31, 2023.2024.

During the year ended October 31, 2024,2025, the Company had cash used in investing activities of $45,000 compared to cash provided by investing activities of $615,000$23,000 for the year ended October 31, 2023,2024, a decrease in cash provided by investing activities of $660,000. The decrease in cash provided by investing activities was due primarily due to reductions in proceeds received from the sale of the Company’s Basalt, Colorado lab facility of $741,000, partially offset from the decrease in cash used in investing activities of $22,000. The decrease in cash used by investing activities was primarily due to the decrease in investments infrom non-marketable securities of $55,000$45,000, andpartially offset from the increase in payments made in connection with the Company’s purchase of laboratory equipment of $26,000$23,000 during the year ended October 31, 20242025 as compared to the year ended October 31, 2023.2024.

During the year ended October 31, 2024,2025, the Company had cash provided by financing activities of $396,000$305,000 compared to cash usedprovided inby financing activities of $415,000$396,000 for the year ended October 31, 2023.2024. The decrease in cash usedprovided inby financing activities of $811,000$91,000 was due to a decrease in proceeds from the reductionsale of equity securities of $200,000 and increases in payments on finance leases of $22,000, partially offset from the increase in proceeds received from the exercise of warrants of $50,000 and a decrease in the amounts paid for shares repurchased in connection with litigation of $420,000, the reduction of payments on notes payable of $1,130,000 and reduction of payments on finance leases of approximately $91,000$80,000 during the year ended October 31, 20242025, as compared to the year ended October 31, 2023. The decrease in cash provided by financing activities was due to decreases in proceeds from the issuance of promissory notes of $1,230,000, partially offset from increases in proceeds from the private sale of equity securities of $400,000 during the year ended October 31, 2024 as compared to the year ended October 31, 2023.2024.

United States Food and Drug Administration (“FDA”) regulations which were announced in November 2017 and which became effective in May 2021 require that the sale of products that fall under Section 351 of the Public Health Services Act pertaining to marketing traditional biologics and human cells, tissues and cellular and tissue based products (“HCT/Ps”) can only be sold pursuant to an approved biologics license application (“BLA”). Notwithstanding the above, certain states, including Florida (SB 1768) have approved legislation that permits the use and sale of products that would otherwise be restricted under current FDA regulations. The Company has not obtained any opinion or ruling regarding the Company’s operations and whether the processing, sales and distribution of the products it currently produces would be subject to the FDA’s previously announced intended enforcement policies regarding HCT/P’s.

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. ZEOThe Company also manufactures Patient Pure X™ (“PPX™”), a proprietary autologous biologic containing a nanoparticle fraction that is precipitated from a patient’s own peripheral blood. ZEO’sThe Company’s products are all manufactured in FDA-registered, cGMP-compliant laboratory facilities. Our portfolio of products (“RAAM Products”) and related services are principally used in the health care industry administered through doctors and clinics (“Providers”).

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

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

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

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

Three months ended JanuaryApril 31,30, 2026, as compared to three months ended JanuaryApril 31,30, 2025

Revenues. Our revenues for the three months ended JanuaryApril 31,30, 2026 were $1,446,000,$2,581,000, as compared to revenues of $1,090,000$1,149,000 for the three months ended JanuaryApril 31,30, 2024.2025. The increase in revenues for the three months ended JanuaryApril 31,30, 2026 of $356,000$1,432,000 or 32.7%,124.6%, was due primarily to overall increases in revenues associated with its allogenic aesthetic biologic products and its PPX™ service platform during the three months ended JanuaryApril 31,30, 2026, as compared to the three months ended JanuaryApril 31,30, 2025.

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 and other services for the three months ended JanuaryApril 31,30, 2026, as compared to the three months ended JanuaryApril 31,30, 2025 are presented below:

The increase in the overall unit sales associated with the Company’s higher concentration allogenic aesthetic biologic product offerings, lower concentration allogenic aesthetic biologic product offerings and itslower PPX™concentration serviceallogenic platformbiologic product offerings was primarily due the Company’s continued sales and marketing efforts which included engaging additional sales representatives, conducting educational masterclasses, participation in industry related conferences and digital marketing aimed at increasing Company and product awareness.

Cost of Revenues. Our cost of revenues for the three months ended JanuaryApril 31,30, 2026 were $281,000,$526,000, as compared to cost of revenues of $191,000$256,000 for the three months ended JanuaryApril 31,30, 2025. The increase in the cost of revenues for the three months ended JanuaryApril 31,30, 2026 of $90,000$270,000 or 47.1%,105.6%, from the three months ended JanuaryApril 31,30, 2025, was due to the increase in the overall unit sales associated with its allogenic aesthetic biologic products and its PPX™ service platform during the three months ended JanuaryApril 31,30, 2026, as compared to the three months ended JanuaryApril 31,30, 2025 Gross Profit. Our gross profit for the three months ended April 30, 2026 was $2,055,000 (79.6% of revenues), as compared to gross profit of $893,000 (77.7% of revenues) for the three months ended April 30, 2025. The increase in gross profit during the three months ended April 30, 2026 of $1,162,000 (130.1%) was the result of increases in sales of its allogenic biologic products and the resulting gross margins received from sales of its allogenic biologic products during the three months ended April 30, 2026, as compared to the three months ended April 30, 2025.

General and Administrative Expenses. General and administrative expenses for the three months ended JanuaryApril 31,30, 2026 were $2,043,000,$2,567,000, as compared to $2,152,000$2,287,000 for the three months ended JanuaryApril 31,30, 2025, aan decreaseincrease of $109,000$280,000 or 5.1%.12.3%. The decreaseincrease in the general and administrative expenses for the three months ended JanuaryApril 31,30, 2026, from the three months ended JanuaryApril 31,30, 2025, was primarily the result of increased (i) payroll related expenses of approximately $123,000; (ii) marketing related costs of approximately $165,000; (iii) commissions of approximately $188,000; (iv) laboratory related costs of approximately $165,000; and (v) professional fees of approximately $158,000 during the three months ended April 30, 2026, as compared to the three months ended April 30, 2025, partially offset from decreased stock-based compensation costs to advisors, consultants and administrative staff totaling approximately $499,000$506,000 during the three months ended JanuaryApril 31,30, 2026, as compared to the three months ended JanuaryApril 31, 2025, partially offset from increased (i) laboratory related costs of approximately $165,000; (ii) commissions and travel costs of approximately $121,000; (iii) marketing related costs of approximately $41,000; (iv) administrative and office related costs of $21,000; (v) payroll related expenses of approximately $14,000; (vi) professional fees of approximately $14,000; and (vii) research and development costs of approximately $13,000 during the three months ended January 31, 2026, as compared to the three months ended January 31,30, 2025.

The decrease in stock-based compensation costs during the three months ended JanuaryApril 31,30, 2026, as compared to the three months ended JanuaryApril 31,30, 2025 was principally the result of decreased amortization of costs from shares and options issued to executives and advisors and options issued to employees and outside directors.

Other income. Other income for the three months ended JanuaryApril 31,30, 2026 was $36,000,$395,000, as compared to other income of $32,000$24,000 for the three months ended JanuaryApril 31,30, 2025. The increase in other income of was principally due to the changegain inon obligationthe to repurchase sharessale of $19,000Exotropin and other non-recurring incomeinterests of $17,000,$390,000 that occurred during the three months ended April 30, 2026, partially offset from the reduction in commissions received from sales of Exotropin products of $32,000$19,000 during the three months ended JanuaryApril 31,30, 2026, as compared to the three months ended JanuaryApril 31,30, 2025.

Other expense for the three months ended JanuaryApril 31,30, 2026 was $10,000,$28,000, as compared to other expense of $22,000$21,000 for the three months ended JanuaryApril 31,30, 2025. The decreaseincrease in other expense of $7,000 was principally the result of the change in obligation to repurchase shares of $17,000, partially offset by reduced interest costs and amortization of loan discounts on Notes payable of $10,000 resulting from the conversion of $475,000 of Notes payable during October 2025.

During the threesix months ended JanuaryApril 31,30, 2026, the Company used cash in operating activities of $471,000,$609,000, as compared to $65,000$78,000 of cash providedused byin operating activities for the threesix months ended JanuaryApril 31,30, 2025, an increase in cash used of $536,000.$531,000. The increase in cash used was primarily the result of increases in general and administrative expenses and other income (expense) after adjusting for non-cash related activities of $216,000$1,192,000 and decreases in cash provided from changes in operating assets and liabilities of $406,000,$767,000, partially offset from an increase in gross profit of $87,000$1,428,000 the for the threesix months ended JanuaryApril 31,30, 2026 as compared to the threesix months ended JanuaryApril 31,30, 2025.

The decreaseincrease in cash provided from changes in operating assets and liabilities was due to increases in accounts receivablereceivable, prepaid expenses and decreasesinventories, partially offset from increases in accountsdeferred payable and accrued expensesrevenues for the threesix months ended JanuaryApril 31,30, 2026 as compared to the threesix months ended JanuaryApril 31,30, 2025.

During the threesix months ended JanuaryApril 31,30, 2026, the Company had cash usedprovided inby investing activities of $14,000$298,000 compared to $0 for the threesix months ended JanuaryApril 31,30, 2025, an increase in cash used in investing activities of $14,000.2025. The increase in cash usedprovided by investing activities was primarily due to the increase in proceeds received on the sale of Exotropin interests of $376,000 partially offset from payments made in connection with the Company’s purchase of laboratory equipment of $14,000$78,000 during the threesix months ended JanuaryApril 31,30, 2026 as compared to the three months ended January 31, 2025.2026.

During the threesix months ended JanuaryApril 31,30, 2025, the Company had cash provided by financing activities of $1,294,000$1,936,000 as compared to cash used in financing activities of $2,000$37,000 for the threesix months ended JanuaryApril 31,30, 2024. The increase in cash provided by financing activities of $1,296,000$1,973,000 was due to the increase in proceeds received from the sale of common stock of $1,300,000$1,950,000 partiallyand offset from increasesreductions in payments on finance leases of $6,000$23,000 during the threesix months ended JanuaryApril 31,30, 2026 compared to the threesix months ended JanuaryApril 31,30, 2025.

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 threesix months ended JanuaryApril 31,30, 2026 and through the date of this Quarterly Report, the Company completed the following private sales of its securities:

From November 2025 to JanuaryApril 2026, the Company sold 4.87.4 Units to eightfifteen investors for an aggregate purchase price of $1,200,000$1,850,000 in a private transaction. Each Unit consists of (i) 62,500 shares of common stock and (ii) warrants to purchase 62,500 shares of common stock of the Company at an exercise price of $4.00 until November 30, 2030. The warrants may be exercised on a cashless basis. In connection with the sale of the Units, the Company issued 300,000462,500 shares of common stock and 300,000462,500 warrants to purchase shares of common stock.

During FebruaryMay 2026 and June 2026, the Company sold and additional 2.60.8 Units to eighttwo investors for an aggregate purchase price of $650,000.$200,000. In connection with the sale of the Units, the Company issued 162,50050,000 shares of common stock and 162,50050,000 warrants to purchase shares of common stock.

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

The unaudited accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company incurred net losses of $852,000$997,000 for the threesix months ended JanuaryApril 31,30, 2026 and used $471,000$609,000 of cash from operating activities during that period. In addition, the Company had an accumulated deficit of $68,731,000 at April 30, 2026 and a stockholders’ deficitequity of $68,586,000 and $383,000, respectively,$712,000 at JanuaryApril 31,30, 2026. The Company had a working capital deficit of $879,000$155,000 at JanuaryApril 31,30, 2026.

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 JanuaryApril 31,30, 2026 and through the date of this report, we had no such arrangements.