What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-06-12 compared with 2026-03-12 · 96 added, 91 removed, 114 unchanged (62% 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

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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 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.

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 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

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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.

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.

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$190,500 pursuant to a Securities Purchase Agreement with Mast Hill.

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

See Note 5 of Notes to Condensed Consolidated Financial Statements

for additional information.

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.

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

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.

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

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

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See Note 1 of Notes to Condensed Consolidated Financial Statements.

Significant Accounting Policies and Use of Estimates

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

Significant Accounting Policies and Use of

Other than as described in Note 1 of Notes to

Condensed Consolidated Financial Statements, during the nine months ended April 30, 2026, there were no significant changes to our significant

accounting policies and estimates as described in Note 2.

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Results of Operations

We provide maintenance and

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

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

In exchange, Mast Hill pays us service fees which currently total approximately

$252,450 per year.

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.

The service fees are recorded as an offset to the Maintenance note

principal and accrued interest.

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

Three Months Ended

1 unchanged sentence

Loss from operations

Loss from change in fair value of Oragenics, Inc.

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

Change in fair value of derivative liability

Extinguishment of debt

Other income expense, net

Net income (loss) attributable to common shareholders

Basic net income (loss) and comprehensive income (loss) per share

Diluted net income (loss) and comprehensive income (loss) per share

Nine Months Ended

General and administrative expense

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Financing costs

Change in fair value of derivative liabilities

Change in fair value of derivative liability

Extinguishment of debt

Other expense, net

Net loss and comprehensive loss

Net loss attributable to common shareholders

$ (3,319,181 )

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$ (1,828,406 )

Basic net loss per share

Diluted loss per share

Basic net loss and comprehensive loss per share

Diluted net loss and comprehensive loss per share

Not meaningful

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

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

The net decreases in General and administrative

expense were due to the following:

April 30, 2026

April 30, 2025

Increase (decrease) in:

Public company expense

Stock-based compensation

Business development and investor relations

Insurance expense

Legal and professional fees

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.

Public company expense

Stock-based compensation

Bad debt expense

The decrease in public company expense for the

nine months ended April 30, 2026 was due to lower securities filing activity.

The increase in wages for the three months ended April 30,

2026 was due to full wages being paid to our officers.

The increase in wages for the nine months ended April 30, 2026 was offset by a

voluntary decrease in executive salaries in the first two quarters of Fiscal 2026.

The decreases in stock-based compensation were due

to no stock-based compensation in the three and nine months of fiscal 2026 due to no equity awards being granted and no unrecognized stock-based

compensation.

The increases in business development and investor relations expense primarily related to our agreement with NeuRX Health,

and associated investor relations outreach.

See Note 3 of Notes to Condensed Consolidated Financial Statements.

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.

Interest Expense

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Certain information regarding debt outstanding was as follows:

Three Months Ended January 31,

Six Months Ended January 31,

Three Months Ended April 30,

Nine Months Ended April 30,

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

Financing costs in fiscal 2026 included the following:

August 27, 2025 Mast Hill Securities Purchase Agreement

Balance at October 31, 2025

Total in three months ended October 31, 2025

November 13, 2025 Mast Hill Maintenance SPA Convertible Promissory Note

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December 31, 2025 Mast Hill SPA Tranche

Balance at January 31, 2026

Total in six months ended January 31, 2026

Total in nine months ended April 30, 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

Change in fair value of derivative liabilities

in the Fiscal 2026 periods relates to the value of the variable conversion features 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.

Gain on Extinguishment of Accounts Payable

Gain on extinguishment of accounts payable in

the Fiscal 2026 periods relates to a total of $85,369 of accounts payable and accrued wages that were forgiven by a total of five vendors.

Liquidity and Capital Resources

See Recent Funding above for a discussion of our recent

See Recent Funding above for a discussion of our

recent financings.

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

Six Months Ended January 31,

Nine Months Ended April 30,

Net cash used in operating activities

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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 would suspend 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

have suspended research and development activities until market conditions improve.

The following notes payable were outstanding:

Convertible notes payable, officers and directors

Notes payable, officers and directors

Notes payable

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Total notes payable outstanding, net

Inflation did not have a material impact on our business

and results of operations during the periods being reported on.

Inflation did not have a material impact on our

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

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