Odyssey Health, Inc. 10-Q

Item 1. Financial Statements Odyssey Health, Inc. and Subsidiaries Condensed Consolidated Balance Sheets (Unaudited) October 31, July 31, 2025 2025 Assets Current assets: Cash $ 25,586 $ 19,084 Prepaid expenses and other current assets, net 118,036 30,639 Total current assets 143,622 49,723 Total assets $ 143,622 $ 49,723 Liabilities and Stockholders' Deficit Current liabilities: Accounts payable and accrued wages $ 1,688,642 $ 1,615,357 Accounts payable and accrued wages, officers 1,890,751 1,858,443 Accrued interest 395,775 421,440 Asset purchase liability 1,125,026 1,125,026 Convertible notes payable, officers and directors 100,000 100,000 Notes payable, net 394,222 299,488 Convertible notes payable, net 1,479,239 1,584,667 Derivative liability, at fair value 225,155 – Total current liabilities 7,298,810 7,004,421 Commitments and contingencies – – Stockholders' deficit: Preferred stock, $ 0.001 par value, 100,000,000 shares authorized, no shares issued or outstanding – – Common stock, $ 0.001 par value, 500,000,000 shares authorized, 99,853,763 and 96,709,763 shares issued and outstanding as of October 31, 2025 and July 31, 2025, respectively 99,854 96,710 Additional paid-in capital 55,974,242 55,694,429 Accumulated deficit ( 63,229,284 ) ( 62,745,837 ) Total stockholders' deficit ( 7,155,188 ) ( 6,954,698 ) Total liabilities and stockholders' deficit $ 143,622 $ 49,723 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 3 Odyssey Health, Inc. and Subsidiaries Condensed Consolidated Statements of Operations (Unaudited) For the Three Months Ended October 31, 2025 2024 General and administrative $ 303,190 $ 579,427 Loss from operations ( 303,190 ) ( 579,427 ) Loss from change in fair value of Oragenics, Inc. common stock – ( 370,698 ) Interest expense ( 95,336 ) ( 68,781 ) Financing costs ( 507,368 ) – Change in fair value of derivative liability 422,419 – Other income, net 28 – Net loss and comprehensive loss $ ( 483,447 ) $ ( 1,018,906 ) Basic net loss per share $ ( 0.00 ) $ ( 0.01 ) Diluted net loss per share $ ( 0.00 ) $ ( 0.01 ) Shares used for basic net loss per share 106,036,632 104,709,763 Shares used for diluted net loss per share 106,036,632 104,709,763 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 4 Odyssey Health, Inc. and Subsidiaries Condensed Consolidated Statements of Changes in Stockholders’ Deficit (Unaudited) Common Stock Additional Paid-In Accumulated Total Shareholders’ Shares Dollars Capital Deficit (Deficit) Balances, July 31, 2025 96,709,763 $ 96,710 $ 55,694,429 $ ( 62,745,837 ) $ ( 6,954,698 ) Common stock issued for conversion of accrued interest and fees 1,144,000 1,144 81,224 – 82,368 Common stock issued for conversion of outstanding principal 2,000,000 2,000 142,000 – 144,000 Warrants issued in debt financing – – 56,589 – 56,589 Net loss – – – ( 483,447 ) ( 483,447 ) Balances, October 31, 2025 99,853,763 $ 99,854 $ 55,974,242 $ ( 63,229,284 ) $ ( 7,155,188 ) Common Stock Additional Paid-In Accumulated Total Shareholders’ Shares Dollars Capital Deficit (Deficit) Balances, July 31, 2024 96,709,763 $ 96,710 $ 55,572,687 $ ( 61,003,146 ) $ ( 5,333,749 ) Stock-based compensation – – 60,487 – 60,487 Warrants issued in debt financing – – 13,343 – 13,343 Net loss – – – ( 1,018,906 ) ( 1,018,906 ) Balances, October 31, 2024 96,709,763 $ 96,710 $ 55,646,517 $ ( 62,022,052 ) $ ( 6,278,825 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 5 Odyssey Health, Inc. and Subsidiaries Condensed Consolidated Statements of Cash Flows (Unaudited) For the Three Months Ended October 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 483,447 ) $ ( 1,018,906 ) Adjustments to reconcile net loss to net cash flows used in operating activities: Stock-based compensation – 60,487 Financing costs 507,368 – Allowance for research and development rebate due – 22,625 Change in fair value of derivative liability ( 422,419 ) – Amortization of debt discount and closing costs 39,601 19,801 Loss from change in fair value of Oragenics, Inc. common stock – 370,698 Financing costs paid with issuance of common stock 1,750 – Changes in operating assets and liabilities: Increase in prepaid expenses and other current assets ( 87,397 ) ( 96,736 ) Increase in accounts payable and accrued wages 73,285 181,743 Increase in accounts payable and accrued wages, officers 32,308 163,495 Increase in accrued interest 54,953 48,279 Net cash used in operating activities ( 283,998 ) ( 248,514 ) Cash flows from financing activities: Net proceeds from notes payable 290,500 300,000 Net cash provided by financing activities 290,500 300,000 Net increase in cash and cash equivalents 6,502 51,486 Cash and cash equivalents: Beginning of period 19,084 2,379 End of period $ 25,586 $ 53,865 Supplemental disclosure of cash flow information: Cash paid for interest $ 783 $ 705 Supplemental disclosure of non-cash information: Common stock issued for conversion of outstanding principal $ 144,000 $ – Common stock issued for conversion of accrued interest 80,618 – Warrants issued in debt financing 56,589 13,343 Original issue discount on debt and closing costs on notes payable 29,500 – Debt discount recognized on notes payable associated with derivative liability 140,206 – The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 6 Odyssey Health, Inc. and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited) Note 1. Basis of Presentation and Nature of Operations Basis of Presentation The accompanying condensed consolidated financial information of Odyssey Health, Inc. and our wholly-owned subsidiaries Odyssey Medical Devices, Inc. and Odyssey Group International Australia, Pty Ltd is unaudited and has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated. Such information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the condensed consolidated financial position, results of operations and cash flows for the interim periods. The consolidated financial information as of July 31, 2025 is derived from our Annual Report on Form 10-K for the year ended July 31, 2025. The condensed consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in our 2025 Annual Report on Form 10-K filed with the SEC on October 29, 2025. The condensed consolidated results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. Significant Accounting Policies Other than as described below, our significant accounting policies have not changed during the three months ended October 31, 2025 from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2025. Accounting for Derivative Liability We have a derivative liability related to outstanding debt with a variable conversion feature that was issued in August 2025. We accounted for the fair value of the derivative liability utilizing a Black-Scholes pricing model upon inception and mark it to fair value using the Black-Scholes pricing model as of the end of each reporting period with the change in fair value being accounted for in the Condensed Consolidated Statements of Operations in the period incurred. See also Notes 4 and 5. Reclassification Stock-based compensation was reclassified in the prior period financial statements to be a component of General and administrative expense in order to conform with the current period presentation. There was no effect on the reported Net loss for the period. Nature of Operations Our corporate mission is to create or acquire distinct assets, intellectual property, and technologies with an emphasis on acquisition targets that have superior clinical utility and serve an unmet medical need. Our business model is to develop or acquire medical-related products, engage third parties to help develop such products, complete clinical trials, and manufacture products according to FDA regulations. We have two different technologies in development; the CardioMap heart monitoring and screening device and the Save-A-Life choking rescue device. We intend to acquire other technologies and assets and plan to be a trans-disciplinary product development company involved in the discovery, development and commercialization of products and technologies that may be applied over various medical markets. We plan to license, improve and/or develop our products and identify and select distribution channels. We intend to establish agreements with distributors to get products to market quickly as well as to undertake and engage in our own direct marketing efforts. We will determine the most effective method of distribution for each unique product that we include in our portfolio. We will engage third-party research and development firms who specialize in the creation of our products to assist us in the development of our own products, and we will apply for trademarks and patents once we have developed proprietary products. 7 We are not currently selling or marketing any products, as our products are in development, and Food and Drug Administration (“FDA”) clearance or approval to market our products will be required to sell in the United States. In addition, we would require additional European Union or country specific clearance or approvals to sell internationally. Going Concern We did not recognize any revenues for the year ended July 31, 2025, or the three months ended October 31, 2025, and we had an accumulated deficit of $ 63,229,284 as of October 31, 2025. For the foreseeable future, we expect to experience continuing operating losses and negative cash flows from operations. As of October 31, 2025, we had current liabilities of $ 7,298,810 , current assets of $ 143,622 , and a working capital deficit of $ 7,155,188 . At October 31, 2025, we did not have sufficient working capital to meet our operating expenses through the end of the second quarter of fiscal 2026. The operating deficit and negative working capital at October 31, 2025 indicate substantial doubt about our ability to continue as a going concern. Our continued existence depends on the success of our efforts to raise additional capital necessary to meet our obligations as they come due and to obtain sufficient capital to execute our business plan. We may obtain capital primarily through issuances of debt or equity or entering into collaborative arrangements with corporate partners. There can be no assurance that we will be successful in completing additional financing or collaboration transactions or, if financing is available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we may be required to scale down or perhaps even cease operations. The issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments. Our financial statements do not include adjustments that might result from the outcome of this uncertainty. We are continually adjusting our business plan to reflect our current liquidity expectations. If we are unable to raise additional capital, secure additional debt financing, secure additional equity financing, secure a strategic partner, reduce our operating expenditures, or seek bankruptcy protection, we will adjust our business plan. Given our recurring losses, negative cash flow, and accumulated deficit, there is substantial doubt about our ability to continue as a going concern. Note 2. New Accounting Pronouncements ASU 2023-09 In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which enhances the transparency of income tax disclosures by expanding annual disclosure requirements related to the rate reconciliation and income taxes paid. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The amendments should be applied on a prospective basis. Retrospective application is permitted. We are currently evaluating this ASU to determine its impact on our disclosures and do not expect the amendments to have a material effect on our financial statements. ASU 2024-03 In November 2024, the FASB issued ASU 2024-03, Comprehensive Income (Topic 220): Disaggregation of Income Statement Expense , related to the disaggregation of certain income statement expenses. The amendments in this update require public entities to disclose incremental information related to purchases of inventory, team member compensation and depreciation, which will provide investors the ability to better understand entity expenses and make their own judgements about entity performance. The amendments in this update are effective for fiscal years beginning after December 15, 2026. We plan to adopt this pronouncement and make the necessary updates to our disclosures for the year ending July 31, 2027, and, aside from these disclosure changes, we do not expect the amendments to have a material effect on our financial statements. 8 Note 3. Commitments and Contingencies Master Technology and Sub-License Agreement On October 14, 2025, we entered into a Master Technology and Sub-license Agreement (the “Agreement”) with NeuRX Health, Inc. (“NeuRX”). Pursuant to the Agreement, we entered into a sub-licensing agreement for exclusive, worldwide rights to BreastCheck®, a non-invasive test for breast abnormalities. The Agreement, anticipated to close in January 2026, is subject to finalization of certain terms and closing conditions. Terms include worldwide license to the technology, a royalty agreement, sublicense agreement and material transfer agreement. Cash consideration will be paid to NeuRX every time we make a draw on our Mast Hill equity line of credit. The amount to be paid to NeuRX will equal 30% of the net cash proceeds received from draws under the equity line of credit calculated after satisfaction of payment obligations to certain debt holders throughout the life of the equity line of credit. Upon closing of the Agreement, we will be responsible for all manufacturing, distribution, marketing and sales of BreastCheck®. Note 4. Fair Value The fair value of financial assets and liabilities are determined utilizing a three-level framework as follows: Level 1 – Observable inputs, such as unadjusted quoted prices in active markets, for substantially identical assets and liabilities. Level 2 – Observable inputs other than quoted prices within Level 1 for similar assets and liabilities. These include quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. If the asset or liability has a specified or contractual term, the input must be observable for substantially the full term of the asset or liability. Level 3 – Unobservable inputs that are supported by little or no market activity, generally requiring a significant amount of judgment by management. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Further, although we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. We did not have any transfers of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2, or Level 3 during the three months ended October 31, 2025, or the year ended July 31, 2025. No changes were made to our valuation techniques during the quarter ended October 31, 2025. We did not have any financial instruments carried at fair value at July 31, 2025. Financial instruments carried at fair value at October 31, 2025 included the following: Schedule of fair value of financial instruments October 31, 2025 Level 1 Level 2 Level 3 Total Derivative liability $ – $ – $ 225,155 $ 225,155 Derivative Liability The fair value of the derivative liability as of August 27, 2025 (inception) and October 31, 2025, was determined using the Black-Scholes pricing model utilizing the following inputs: Schedule of assumptions August 27, 2025 October 31, 2025 Expected stock price volatility 228.72 % 251.16 % Risk free interest rate 3.83 % 3.75 % Expected life of options (years) 1.0 0.83 Expected dividend yield 0.00 % 0.00 % Exercise price $ 0.0244 $ 0.0578 Stock price $ 0.0820 $ 0.0743 See also Note 5. 9 Fair Value of Current Assets and Liabilities The carrying values of Cash, Accounts payable and accrued wages, Accounts payable and accrued wages - officers, and Notes payable approximate their fair value due to their short maturities. Contingent Liability At October 31, 2025 and July 31, 2025, we had contingent consideration related to the acquisition of intellectual property, know-how and patents for an anti-choking, life-saving medical device in fiscal 2019. According to the agreement, we will make a one-time cash payment totaling $ 250,000 upon FDA clearance of the device. The fair value of the contingent consideration is reviewed quarterly and determined based on the current status of the project (Level 3). We determined the value was zero at both periods since it is not yet probable that we will file for FDA clearance. Note 5. Debt Our debt instruments consist of Convertible notes payable, officers and directors, Notes payable, and Convertible notes payable. All of our debt instruments are unsecured. Key terms of our various debt instruments are as follows: LGH Investments, LLC On September 15, 2025, and effective July 31, 2025, we entered into Amendment No. 10 to the Convertible Promissory Note pursuant to the Securities Purchase Agreement dated April 5, 2021, with LGH Investments, LLC (“LGH”) (the “Note”) which extended the maturity date of the Note to January 31, 2026. On October 6, 2025, LGH converted $ 144,000 of their outstanding Note into 2,000,000 shares of our common stock at $0.072 per share. At October 31, 2025, we had $ 891,000 of principal and $ 276,756 of accrued interest outstanding pursuant to the Note. Accredited Investor Promissory Notes $300,000 Promissory Note On August 14, 2024, we entered into a $ 300,000 promissory note (the “Note”) with Peter D’Arruda, 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 an immediately exercisable 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 . On August 14, 2025, this Note was amended to extend the maturity date to January 31, 2026. At October 31, 2025, $ 300,000 in principal and $ 65,539 in accrued interest remained outstanding. $100,000 Promissory Note 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, 2025. The note has a one-year maturity, becoming due on September 30, 2026 , and bears interest at the rate of 18 % per annum. In addition, 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 . At October 31, 2025, $ 100,000 in principal and $ 1,529 in accrued interest remained outstanding. 10 $50,000 Promissory Note On February 13, 2024, we entered into a six-month promissory note for $ 50,000 , with Jonathan Lutz, an accredited investor, with an interest rate of 10 % per annum, due August 11, 2024, and convertible into 20,000 shares of Oragenics, Inc. common stock currently held by us at the investor’s option. In June 2024, this note was amended to provide for settlement of the note by issuing the accredited investor 30,000 shares of Oragenics common stock when the Oragenics preferred stock held by us is converted into Oragenics common stock. At October 31, 2025, $ 50,000 in principal and $ 8,580 in accrued interest remained outstanding and the due date was January 31, 2026. Mast Hill Fund L.P. Our unsecured debt instruments with Mast Hill have priority over our other unsecured debt in payment and performance. Our debt instruments with Mast Hill also have terms that restrict (a) distributions on our common stock, (b) stock repurchases, (c) the sale of any significant portion of our assets, and (d) certain advances and loans (all as defined within the Mast Hill debt agreement) without the Mast Hill's written consent. Details of our debt instruments with Mast Hill are listed below: August 27, 2025 Securities Purchase Agreement On August 27, 2025, we entered into a Securities Purchase Agreement (the “2025 SPA”) with Mast Hill Fund L.P. (“Mast Hill”). Pursuant to the 2025 SPA, we sold Mast Hill (i) a $ 220,000 face value, one-year, 10 % per annum Promissory Note (the “Note”) convertible into shares of our common stock at 85% of the lowest volume-weighted average price of our common stock during the ten trading days immediately preceding the respective conversion date, and (ii) a five-year warrant that is immediately exercisable entitling Mast Hill to acquire 1,000,000 shares of our common stock at $0.10 per share. If the market price of our common stock is greater than the exercise price, Mast Hill may elect to receive warrant shares pursuant to a cashless exercise. Any principal or interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) 16% per annum or (ii) the maximum rate permitted by law, from the due date thereof until the same is paid. Net proceeds after original discount of $ 22,000 , fees and expenses was $ 190,500 . Due to the variability of the conversion feature, it is valued separately from the underlying debt as an embedded conversion feature, which is a derivative liability. Using the Black-Scholes pricing model, we determined the fair value of the derivative liability to be $ 647,574 at inception. The fair value of the derivative liability in excess of the available face value of the note, net of all discounts from other sources, was recorded as a day one financing cost totaling $ 507,368 . The derivative liability was revalued at October 31, 2025 with an estimated fair value of $ 225,155 . Accordingly, a gain on change in fair value of derivative liability in the amount of $ 422,419 was recorded on our Condensed Consolidated Statements of Operations for the quarter ended October 31, 2025. See also Note 4. At October 31, 2025, there was $ 220,000 of principal, $ 3,858 of accrued interest, and warrants exercisable for 1,000,000 shares of our common stock outstanding pursuant to the 2025 SPA. December 13, 2022 Securities Purchase Agreement Pursuant to the Securities Purchase Agreement with Mast Hill dated December 13, 2022 (the “2022 SPA”), on August 29, 2025, Mast Hill converted $ 80,618 of interest and $ 1,750 in fees for a total of $ 82,368 into 1,144,000 shares of our common stock at a price of $0.072 per share. On October 9, 2025, we entered into Amendment No. 6 to the 2022 SPA, extending the maturity date for the full amount outstanding to April 30, 2026. At October 31, 2025, there was $ 499,667 of principal, $ 8,638 of accrued interest, and warrants exercisable for 14,666,667 shares of our common stock outstanding pursuant to the 2022 SPA. Directors and Officers Promissory Notes At October 31, 2025, we had $ 100,000 of principal and $ 30,875 of accrued interest related to these Promissory Notes outstanding and the due date was January 31, 2026. 11 Notes Payable Summary The following notes payable were outstanding: Schedule of notes payable outstanding October 31, July 31, 2025 2025 Convertible notes payable, officers and directors $ 100,000 $ 100,000 Notes payable 400,000 300,000 Unamortized debt discount ( 5,778 ) ( 512 ) Notes payable, net 394,222 299,488 Convertible notes payable 1,660,667 1,584,667 Unamortized debt discount ( 181,428 ) – Convertible notes payable, net 1,479,239 1,584,667 Total notes payable 2,160,667 1,984,667 Unamortized debt discount ( 187,206 ) ( 512 ) Total notes payable outstanding, net $ 1,973,461 $ 1,984,155 Note 6. Stock-Based Compensation 2021 Omnibus Stock Incentive Plan At October 31, 2025, 17,625,000 shares of our common stock were reserved for issuance pursuant to the 2021 Plan and 2,500,000 shares remained available for future awards. Stock Options and Restricted Stock Units There was no restricted stock unit activity during the three months ended October 31, 2025. Stock option activity during the three months ended October 31, 2025 was as follows: Schedule of stock option activity Number of Options Weighted Average Exercise Price Options outstanding at July 31, 2025 17,250,000 $ 0.16 Options cancelled ( 2,400,000 ) 0.13 Options outstanding at October 31, 2025 14,850,000 0.17 12 Warrants Warrant activity during the first quarter of fiscal 2026 was as follows: Schedule of warrant activity Number of Warrants Weighted Average Exercise Price Warrants outstanding at July 31, 2025 21,475,274 $ 0.25 Warrants issued 1,100,000 0.10 Warrants outstanding at October 31, 2025 22,575,274 0.25 Unrecognized Stock-Based Compensation Costs At October 31, 2025, we had no unrecognized stock-based compensation. Note 7. Common Stock Mast Hill Equity Purchase Agreement Pursuant to an Equity Purchase Agreement (the “Agreement”) dated July 29, 2025, we have the right, but not the obligation, to deliver Put Notices to Mast Hill Fund L.P. to purchase Put Shares of our common stock totaling up to $ 25 .0 million. During the quarter ended October 31, 2025, no Put Notices were delivered to Mast Hill under the Agreement. Mast Hill Conversion of Interest and Fees August 29, 2025, Mast Hill converted $ 80,618 of interest and $ 1,750 in fees for a total of $ 82,368 into 1,144,000 shares of our common stock at a price of $0.072 per share. See Note 5. Conversion of LGH Investments, LLC Convertible Note On October 6, 2025, LGH converted $ 144,000 of its outstanding convertible note into 2,000,000 shares of our common stock at a price of $0.072 per share. Following the conversion, there was $ 891,000 of principal and $ 276,756 of accrued interest outstanding. See Note 5. Note 8. Net Loss Per Share Basic and diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. Potentially dilutive common stock and common stock equivalents, including stock options, RSUs and warrants are excluded as they would be antidilutive. The following anti-dilutive securities were excluded from the calculations of diluted net loss per share: Schedule of anti-dilutive securities Three Months Ended October 31, 2025 2024 Options to purchase common stock 14,850,000 18,470,000 Shares issuable upon conversion of convertible notes and related accrued interest 28,242,226 25,589,326 Warrants to purchase common stock 22,575,274 21,475,274 Total potentially dilutive securities 65,667,500 65,534,600 13 Note 9. Related Party Transactions Accounts Payable and Accrued Wages, Officers Accounts payable and accrued wages, officers included the following: Schedule of related party payables October 31, 2025 July 31, 2025 Reimbursement of expenses: Joseph M. Redmond, CEO $ 11,787 $ 17,125 Christine Farrell, CFO 24,347 34,085 36,134 51,210 Accrued salary and bonus: Joseph M. Redmond, CEO 1,360,769 1,330,308 Christine Farrell, CFO 493,848 476,925 1,854,617 1,807,233 $ 1,890,751 $ 1,858,443 See Note 5 for a discussion of $ 25,000 Promissory Notes payable to each of two officers and two directors. Note 10. Subsequent Events Mast Hill Maintenance Agreement On November 13, 2025, we entered into a Maintenance Agreement with Mast Hill, pursuant to which we agreed to provide certain maintenance and related services for a commercial facility beginning November 13, 2025 and ending on the first business day of February 2034. In exchange, Mast Hill will pay us service fees (the “Fees”) which currently total approximately $245,000 per year. In connection with the Maintenance Agreement, we issued to Mast Hill a convertible promissory note in the amount of $2,262,000 which bears interest at 10% per annum and is due November 13, 2026 (the “Maintenance Note”) in exchange for the Fees to be received as described above. The Maintenance Note plus any accrued but unpaid interest is convertible at any time by Mast Hill into shares of our common stock at a price equal to 85% of the lowest volume weighted average price during the preceding 10 trading days. Pursuant to the terms of the Maintenance Note, we will remit any service fees received, less direct costs, to Mast Hill as payment on the Maintenance Note until it is paid in full or converted. Mast Hill Securities Purchase Agreement On November 13, 2025, we also entered into a Securities Purchase Agreement (the “SPA”) with Mast Hill. Pursuant to the terms of the SPA, we issued a promissory note with a maximum principal amount of up to $25,000,000 in multiple tranches (the “SPA Note”). Pursuant to the terms of the SPA, there is an original issue discount (“OID”) of 10% on each tranche. Accordingly, the maximum proceeds to us, when considering the 10% OID, is $22,250,000 less any related costs and fees. The SPA Note is convertible at any time by Mast Hill into shares of our common stock at 85% of the lowest volume weighted average price during the preceding 10 trading days. With each tranche, we will issue to Mast Hill common stock purchase warrants (“Warrants”) exercisable at $0.001 per share in an amount equal to 20% of the principal amount of the tranche divided by the lowest traded price of our common stock during the 10 trading days preceding each funding date. On November 13, 2025, we entered into the first tranche of the SPA consisting of $500,000 principal with an original discount of $50,000 and legal fees totaling $12,500 for net proceeds to us of $437,500. In conjunction with this tranche, we issued Warrants to Mast Hill immediately exercisable for 1,538,461 shares of our common stock at $0.001 per share. 14