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Item 2. Management’s Discussion and Analysis

2025-12-11 compared with 2025-06-13 · 88 added, 126 removed, 68 unchanged (76% of the section changed)

10 unchanged sentences

identifying words.

We have based these forward-looking statements

on our current expectations and projections about future events.

We have based these forward-looking statements on

our current expectations and projections about future events.

Although we believe that the expectations underlying our forward-looking

21 unchanged sentences

distribution channels, including third parties.

We have two different technologies in the research and development stage;

the CardioMap®

heart monitoring and screening device, and the Save a Life choking rescue device.

To date, none of our product candidates have received

regulatory clearance or approval for commercial sale.

We plan to license, improve, and develop our products

and identify and select distribution channels.

We intend to establish agreements with distributors to get products to market quickly and

undertake and engage in direct marketing efforts as we move closer to regulatory approvals.

We will determine the most effective distribution

method for each unique product we include in our portfolio.

We will engage third-party research and development firms that specialize

in creating products to assist us in developing our own products, and we will apply for trademarks and patents once we have developed

proprietary products.

We have two different technologies in research and development stage;

the CardioMap heart

monitoring and screening device, and the Save-A-Life choking rescue device.

To date, none of our product candidates have received regulatory

clearance or approval for commercial sale.

Upon receiving adequate funding, we plan to license

and develop our products and identify other product potentials we can develop or acquire.

We will then engage third-party research and

development firms that specialize in creating products to assist us, and we will apply for trademarks and patents at appropriate product

development advances.

Recent Funding

Accredited Investor

$100,000 Promissory Note

On August 14, 2024, we entered into a $300,000

promissory note (the “Note”) with an accredited investor.

The $300,000 was received on August 22, 2024.

The Note has a one-year

maturity, becoming due on August 22, 2025, and bears interest at the rate of 18% per annum.

In addition, we issued the investor a warrant

to purchase 300,000 shares of our common stock at $0.10 per share that expires August 14, 2029, with a fair value of $13,343.

30, 2025, $300,000 in principal and $38,315 in accrued interest remained outstanding.

On October 3, 2025, we entered into a $100,000 promissory

note with an effective date of October 1, 2025, with Peter D’Arruda, an accredited investor.

The $100,000 was received October 3,

The note has a one-year maturity, becoming due on September 30, 2026, and bears interest at the rate of 18% per annum.

we issued the investor an immediately exercisable warrant to purchase 100,000 shares of our common stock at $0.10 per share that expires

September 30, 2030.

Mast Hill Fund L.P.

August 27, 2025 Securities Purchase Agreement

On August 27, 2025, we received net proceeds of $190,500

pursuant to a Securities Purchase Agreement with Mast Hill.

See Note 5 of Notes to Condensed Consolidated Financial Statements for additional

November 13, 2025 Securities Purchase Agreement

On November 13, 2025, we

entered into the first tranche of the November 13, 2025, Securities Purchase Agreement with Mast Hill and received net proceeds of $437,500.

See Note 10 of Notes to Condensed Consolidated Financial Statements for additional information.

Going Concern

See Note 1 of Notes to Condensed Consolidated Financial Statements.

Significant Accounting Policies and Use of

During the nine months ended April 30, 2025, there

Significant Accounting Policies and Use of Estimates

During the three months ended October 31, 2025, there

were no significant changes to our significant accounting policies and estimates as described in Note 2.

2 unchanged sentences

of our Annual Report on Form 10-K for the year ended July 31, 2025, which was filed with the

SEC on November 13, 2024.

SEC on October 29, 2025.

Results of Operations

We do not currently sell or market any products

and did not have any revenue in the three or nine month periods ended April 30, 2025 or 2024.

We will commence actively marketing products

after the products and drugs in development have been FDA cleared or approved, but there can be no assurance that we will be successful

We do not currently sell or market any products and

we did not have any revenue in the three-month periods ended October 31, 2025 or 2024.

We will commence actively marketing products after

the products and drugs in development have been FDA cleared or approved, however, there can be no assurance that we will be successful

in obtaining FDA clearance or approval for our products.

Three Months Ended April 30,

Research and development expense

Stock-based compensation

General and administrative expense

Loss from operations

Change in fair value of investment in common stock

Interest expense

Other income (expense), net

Deemed dividend - warrants

Net loss attributable to common stockholders

Basic net loss per share attributable to common stockholders

Diluted net loss per share attributable to common stockholders

Nine Months Ended April 30,

Research and development expense

Stock-based compensation

General and administrative expense

Three Months Ended

General and administrative

Loss from operations

Gain on sale of assets

Change in fair value of investment in common stock

Loss from change in fair value of Oragenics, Inc.

Interest expense

Financing costs

Change in fair value of derivative liability

Other income, net

Net income (loss)

$ (1,018,906 )

Deemed dividend - warrants

Net income (loss) attributable to common shareholders

$ (1,490,775 )

$ (13,323,609 )

Basic net income (loss) per share attributable to common stockholders

Diluted net income (loss) per share attributable to common stockholders

Research and Development Expense

Our Research and development expense includes

expenses related to our current projects, including, clinical research, design and manufacturing, formulation, regulatory and consultants.

We are not currently working on any projects and,

therefore, we did not have any Research and development expense in the three or nine months ended April 30, 2025.

Stock-Based Compensation

The decreases in Stock-based compensation for

the three and nine months ended April 30, 2025 compared to the same periods of 2024 were due to no options granted in the three and nine

month periods ended April 30, 2025 and fewer unvested awards outstanding.

Basic and diluted net loss per share

General and Administrative Expense

General and administrative expense includes expenses

related to salaries and benefits for employees, business development and investor relations, insurance expense, costs related to maintaining

compliance as a public company, and legal and professional fees.

The net decreases in General and

administrative expense were due to the following:

April 30, 2025

compared to three months ended

April 30, 2025

compared to nine months ended

April 30, 2024

related to salaries and related benefits for employees in finance, accounting, sales, administrative, and research and development activities,

as well as stock-based compensation, costs related to maintaining compliance as a public company, and legal and professional fees.

The change in General and administrative expense was

due to the following:

Three months ended October 31, 2025 compared to three months ended October 31, 2024

Increase (decrease) in:

Public company expense

Stock-based compensation

Business development and investor relations

Insurance expense

Legal and professional fees

Public company expense

The decreases in wages and business development

and investor relations were due to fewer employees and lower activity throughout the company.

The decrease in legal and professional fees

was due to lower legal fees incurred.

Gain on Sale of Asset

The gain on sale of asset in fiscal 2024 relates

to our one-time sale of our drug candidates for the treatment of mild traumatic brain injury (“mTBI”), also known as concussion,

and for the treatment of Niemann Pick Disease Type C (“NPC”), as well as our proprietary powder formulation and its nasal

delivery device to Oragenics in December 2023.

Bad debt expense

The decrease in public company expense was due to

lower securities filing activity.

The decrease in wages was due to a voluntary decrease in executive salaries.

The decrease in stock-based

compensation was due to no stock-based compensation in the first quarter of fiscal 2026 due to no equity awards being granted and no unrecognized

stock-based compensation.

The decreases were offset by an increase in business development and investor relations expense primarily related

to our agreement with NeuRX Health, Inc.

and associated investor relations outreach.

See Note 3 of Notes to Condensed Consolidated Financial

Loss from Change in Fair Value of Oragenics,

Loss from change in fair value of Oragenics, Inc.

common stock in the prior year period relates to the value of the common stock of Oragenics that was held by us as an investment.

shares were sold during fiscal 2025.

Interest Expense

Interest expense includes interest on debt outstanding,

as well as the amortization of beneficial conversion feature, debt discount and debt issuance costs.

Certain information regarding debt

outstanding was as follows:

Three Months Ended April 30,

Nine Months Ended April 30,

as well as the amortization of debt discount and debt issuance costs.

Certain information regarding debt outstanding was as follows:

Three Months Ended October 31,

Weighted average debt outstanding

Weighted average interest rate

The decreases in interest expense in the three

and nine month periods ended April 30, 2025, compared to the same periods of 2024 were due to lower amortization of beneficial conversion

feature, debt discount and debt issuance costs, partially offset by higher average debt outstanding and higher average interest rates.

Liquidity and Capital Resources

See Recent Funding above for a discussion of our

recent debt and equity financings.

See Recent Funding above for a discussion of our recent financings.

The following table sets forth the primary sources and uses of cash:

Nine Months Ended April 30,

Three Months Ended October 31,

Net cash used in operating activities

$ (1,151,575 )

Net cash provided by investing activities

Net cash provided by financing activities

3 unchanged sentences

various factors, including general market and other economic conditions, interest rates, the perception of our potential future earnings

and cash distributions, any unwillingness on the part of lenders to make loans to us and any deterioration in the financial position of

lenders that might make them unable to meet their obligations to us.

If these conditions continue and we cannot raise funds through a

public or private debt financing, or an equity offering, our ability to grow our business may be negatively affected.

In such case, we

have suspended research and development activities until market conditions improve.

and cash distributions, any unwillingness on the part of lenders to make loans to us, and any deterioration in the financial position

of lenders that might make them unable to meet their obligations to us.

If these conditions continue and we cannot raise funds through

a public or private debt financing, or an equity offering, our ability to grow our business may be negatively affected.

In such case,

we would suspend research and development activities until market conditions improve.

The following notes payable were outstanding:

April 30, 2025

July 31, 2024

Unsecured convertible note issued to LGH due July

31, 2025, with a set interest amount of $84,000 through July 7, 2023, then an interest rate of 8.0% per annum of outstanding

principal and convertible at $0.072 per share

Unsecured promissory notes issued to officers and directors due

July 31, 2025, with an interest rate of 8.0% per annum and convertible at $0.12 per share

Accredited investor unsecured promissory note due July 31,

2025, with an interest rate of 10% per annum and convertible into 30,000 shares of Oragenics common stock held by us

Mast Hill secured convertible promissory note due June 13, 2025, with an

interest rate of 10% per annum and convertible at $0.072 per share and secured by 1,154,545 shares of Oragenics Preferred Stock

Accredited investor unsecured promissory

note due August 22, 2025, with an interest rate of 18% per annum

Unamortized debt discount and closing costs

Inflation did not have a material impact on our

business and results of operations during the periods being reported on.

Convertible notes payable, officers and directors

Notes payable

Unamortized debt discount

Notes payable, net

Convertible notes payable

Unamortized debt discount

Convertible notes payable, net

Total notes payable

Unamortized debt discount

Total notes payable outstanding, net

Inflation did not have a material impact on our business

or results of operations during the periods reported.

Off Balance Sheet Arrangements

We do not have any material off balance sheet

arrangements.

We do not have any material off balance sheet arrangements.

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company and are not required to provide

information under this item.

We are a smaller reporting company and are not required to provide information

under this item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis