What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-03-12 compared with 2025-12-11 · 100 added, 51 removed, 105 unchanged (59% of the section changed)

32 unchanged sentences

discussed in this report may not occur, and actual results could differ materially from those anticipated or implied in the forward-looking

Our business model is to develop or acquire unique

medical-related products, engage third parties to develop and manufacture such products and then distribute the products through various

distribution channels, including third parties.

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.

Our business model is to develop or acquire

unique medical-related products, engage third parties to develop and manufacture such products and then distribute the products

through various distribution channels, including third parties.

We have two different technologies in the research and development

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

5 unchanged sentences

$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,

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.

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

promissory note with an effective date of October 1, 2025, with Peter D’Arruda, a non-affiliated accredited investor.

$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.

Mast Hill Fund L.P.

7 unchanged sentences

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

December 31, 2025 Securities Purchase Agreement

On December 31, 2025, we

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

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

Going Concern

1 unchanged sentence

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.

Summary of Significant Accounting

Policies included in Part II, Item 8.

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

SEC on October 29, 2025.

Other than as described in Note 1 of Notes to Condensed

Consolidated Financial Statements, during the six months ended January 31, 2026, there were no significant changes to our significant

accounting policies and estimates as described in Note 2.

Summary of Significant Accounting Policies included in Part II, Item

of our Annual Report on Form 10-K for the year ended July 31, 2025, which was filed with the SEC on October 29, 2025.

Results of Operations

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.

We provide maintenance and

related services for a commercial facility pursuant to our Maintenance Agreement with Mast Hill Fund, L.P.

beginning November 13, 2025

and ending on the first business day of February 2034.

In exchange, Mast Hill pays us service fees which currently total $245,000 per

We do not currently sell or market any products.

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, however, that we will be successful in obtaining FDA clearance or approval

for our products.

Three Months Ended

General and administrative

General and administrative expense

Loss from operations

Interest expense

Financing costs

Change in fair value of derivative liabilities

Other expense, net

Net loss and comprehensive loss

$ (3,601,623 )

$ (3,381,497 )

Basic net loss per share

Diluted loss per share

Not meaningful

Six Months Ended

General and administrative expense

Loss from operations

Loss from change in fair value of Oragenics, Inc.

1 unchanged sentence

Financing costs

Change in fair value of derivative liability

Other income, net

Change in fair value of derivative liabilities

Other expense, net

Net loss and comprehensive loss

$ (4,085,070 )

Basic and diluted net loss per share

$ (1,239,032 )

$ (2,846,038 )

Basic net loss per share

Diluted loss per share

Not meaningful

General and Administrative Expense

2 unchanged sentences

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

The changes in General and administrative expense

were due to the following:

January 31, 2026 compared to

three months ended

January 31, 2025

January 31, 2026 compared to

six months ended

January 31, 2025

Increase (decrease) in:

3 unchanged sentences

Legal and professional fees

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.

The decrease in public company expense for the six

months ended January 31, 2026 was due to lower securities filing activity.

The increase in wages for the three months ended January 31,

2026 was due to wages paid to our officers.

The decrease in wages for the six months ended January 31, 2026, was due to a voluntary decrease

in executive salaries.

The decreases in stock-based compensation were due to no stock-based compensation in the three and six months of

fiscal 2026 due to no equity awards being granted and no unrecognized stock-based compensation.

The decreases were offset by increases

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 Statements.

Interest Expense

2 unchanged sentences

Certain information regarding debt outstanding was as follows:

Three Months Ended October 31,

Three Months Ended January 31,

Six Months Ended January 31,

Weighted average debt outstanding

Weighted average interest rate

Loss from Change in Fair Value of Oragenics,

Loss from change in fair value of Oragenics, Inc.

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

shares were sold during fiscal 2025.

Financing Costs

Financing costs in the fiscal 2026 periods included

the following:

Six Months Ended January 31, 2026

Balance at July 31, 2025

August 27, 2025 Mast Hill Securities Purchase Agreement

Balance at October 31, 2025

November 13, 2025 Mast Hill Maintenance SPA Convertible Promissory Note

November 13, 2025 Mast Hill SPA Tranche

December 31, 2025 Mast Hill SPA Tranche

Balance at January 31, 2026

Change in Fair Value of Derivative Liability

Change in fair value of derivative liabilities in the

fiscal 2026 periods relates to the value of the variable conversion feature embedded in our August 27, 2025 SPA and November 13, 2025

SPA with Mast Hill.

See Notes 4 and 5 of Notes to Condensed Consolidated Financial Statements for additional information.

Liquidity and Capital Resources

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

See Recent Funding above for a discussion of our recent

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

Three Months Ended October 31,

Six Months Ended January 31,

Net cash used in operating activities

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Inflation did not have a material impact on our business

or results of operations during the periods reported.

and results of operations during the periods being reported on.

Off Balance Sheet Arrangements

4 unchanged sentences

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