What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-01-29 compared with 2025-01-29 · 352 added, 239 removed, 562 unchanged (51% of the section changed)

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Consolidated Statements of Operations for the Years Ended October 31, 2025 and 2024

Consolidated Statement of Changes In Stockholders’ Equity (Deficit) for the Years Ended October 31, 2024 and 2023

Consolidated Statement of Changes In Stockholders’ Deficit for the Years Ended October 31, 2025 and 2024

Consolidated Statements of Cash flows for the Years Ended October 31, 2025 and 2024

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We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

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Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Recognition of and presentation of other income

As discussed in Note 15, the Company recognized other income of $751,000 during the year ended October 31, 2024.

Such amount included (i) the write-off of advances from former officer of $221,000;

(ii) a gain related to the termination of a supply agreement of $168,000;

and (iii) commission income of $87,000 not related to the Company’s revenue producing business.

We identified the recognition of other income as a critical audit matter because of the significance of the account balances and the significant management estimates involved in evaluating the appropriateness of the recognition and presentation other income.

The auditing for this transaction required a high degree of audit judgement including evaluating the reasonableness of the significant judgements made by management in determining the appropriate accounting and financial statement presentation.

The primary audit procedures we performed to address this critical audit matter included the following, amongst others:

Obtaining and examining related documents supporting the extinguishment of the previously recorded liabilities, and ascertaining the liability extinguishment criteria had been met in accordance with relevant accounting standards.

Obtaining independent legal assessments of the appropriateness of certain of the debt extinguishments recorded during the period.

Obtaining the client’s evaluation of the appropriateness of financial statement presentation of these items as other income outside of loss from operations, including a determination that such items did not result from the Company’s principal revenue activities during the period.

A critical audit matter is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved especially challenging, subjective, or complex judgments.

We determined that there were no critical audit matters.

We have served as the Company’s auditor since 2023.

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Property and equipment, net

Security deposits

LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT

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Accounts payable and accrued expenses

Advances payable to former officer

Finance lease obligations

Convertible promissory note, net of debt discount of $ 7,000 and $ 45,000

Obligation to repurchase shares

Deferred revenue

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Interest expense

Change in Commitment Fee Shortfall Obligation

Change in obligation to repurchase shares

Inducement expense to convert Notes in payable

Impairment of non-marketable securities in a related entity

Gain on sale of assets

Net loss per common share - basic and diluted

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Zeo ScientifiX, Inc.

CONSOLIDATED CHANGES TO STOCKHOLDERS’ EQUITY (DEFICIT)

CONSOLIDATED CHANGES TO STOCKHOLDERS’ DEFICIT

For the Years Ended October 31, 2025 and 2024

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Sale of common stock

Fair value of equity instruments issued for compensation:

Fair value of vested shares issued

Fair value of vested options and warrants issued

Issuance of Common stock and Warrants as commitment fee for SPA 23 Note

Discount on warrants issued with convertible debt

Stock issued in satisfaction of Commitment Fee Shortfall Obligation

Cancellation of shares repurchased in connection with litigation

Return of former executive’s shares and warrants

Balance October 31, 2023

Sale of common stock

Reverse split round-up adjustment

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Balance October 31, 2024

Sale of common stock

Inducement expense to convert Notes payable

Conversion of Notes payable

Acquisition of BioLumina

Exercise of warrants

Fair value of equity instruments issued for compensation:

Fair value of vested shares issued

Fair value of vested options issued

Fair value of vested warrants issued

Balance October 31, 2025

The accompanying notes are an integral part of these consolidated financial statements.

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Depreciation and amortization expense

Amortization of OID and commitment fee discount – Promissory notes

Amortization of debt discount – Promissory notes

Bad debt expense

Change in Commitment Fee Shortfall Obligation

Gain from sale of assets

Change in obligation to repurchase shares

Inducement expense to convert Notes

Write-off of advances payable to former officer

Reserve of non-marketable securities – related party

Write-off of receivables from officers and other receivable

Write-off of fixed assets

Stock-based compensation

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Purchase of fixed assets

Proceeds from sale of assets

Investment in non-marketable equity securities related party

Net cash provided by (used in) investing activities

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of Promissory notes

Proceeds from exercise of warrants

Shares repurchased in connection with litigation

Payments on finance leases

Repayments of Promissory notes

Proceeds from sale of common stock

Net cash (used in) provided by financing activities

Increase (decrease) in cash

Net cash provided by financing activities

Decrease in cash

Cash at beginning of period

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Exchange of shares for payables

Warrants issued in connection with convertible notes

Finance lease assigned to buyer in connection with asset sale

OID discount on proceeds received from Promissory Note

Common stock issued as commitment fee for Promissory Note

Common stock issued in satisfaction of Commitment Fee Shortfall Obligation

Finance lease obligations

Stock issued Purchase of BioLumina assets

Conversion of notes payable and accrued interest for equity

Royalty payable in connection with purchase of BioLumina assets

Obligation to repurchase shares in connection with purchase of BioLumina assets

The accompanying notes are an integral part of these consolidated financial statements.

Zeo ScientifiX, Inc.

(Formerly Organicell Regenerative Medicine, Inc.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Zeo ScientifiX, Inc.

(“ZEO” or the “Company”) (f/k/a Organicell Regenerative Medicine, Inc.) was incorporated on August 9, 2011 in the State of Nevada under the name Bespoke Tricycles Inc.

(“ZEO” or the “Company”) was incorporated on August 9, 2011 in the State of Nevada under the name Bespoke Tricycles Inc.

(changed to Biotech Products Services and Research, Inc.

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The Company is a clinical-stage biopharmaceutical company principally focusing on the development of innovative biological therapeutics for the treatment of degenerative diseases and regenerative medicine.

The Company’s proprietary products, including Zofin™, are derived from perinatal sources and manufactured to retain the naturally occurring extracellular vesicles, proteins and cell secreted nanoparticles and Patient Pure X™ (“PPX™”), an autologous biologic containing a nanoparticle fraction that is precipitated from a patient’s own peripheral blood (“RAAM Products”).

Our RAAM Products and related services are principally used in the health care industry administered through doctors and clinics (“Providers”).

For the years ended October 31, 2024 and 2023, the Company principally operated through General Surgical of Florida, Inc., a Florida corporation and wholly owned subsidiary, which was formed to sell the Company’s therapeutic products to Providers.

The Company has recently developed and begun to distribute additional products that incorporate its proprietary ingredients for products to be used in topical aesthetic applications and is actively exploring further development of additional products to be used in other topical aesthetic applications.

In connection with the state of Florida’s new “stem cell therapy” law, effective July 1, 2025 (“SB 1768”)., the Company has begun to pursue clinical research and commercial sales strategies that are compliant with SB 1768.

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.

ZEO 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’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”).

In addition to the Company’s efforts to now supply products that are compliant with SB 1768, the Company has recently developed and begun to distribute additional products that incorporate its proprietary ingredients for products to be used in topical aesthetic applications and is actively exploring further development of additional products to be used in other topical aesthetic applications.

Effective November 28, 2023, we implemented a one-for-200 reverse stock split (the “Reverse Split”).

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Balances in accounts are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $ 250,000 per institution.

At October 31, 2024, the Company held in one financial institutions a total of $ 47,000 of cash balances in excess of FDIC insurance coverage limits.

At October 31, 2025, the Company did no t have cash balances in one financial institution in excess of FDIC insurance coverage limits.

Major Customer

During the year ended October 31, 2024, the Company sold products and services totaling approximately $ 661,000 ( 14.3 % ) to a large distributor and the distributor’s customers and approximately $ 556,000 ( 12.0 % ) to another large distributor and the distributor’s customers.

During the year ended October 31, 2023, the Company sold products and services totaling approximately $ 1,301,000 ( 28.5 % ) to a large distributor and the distributor’s customers, approximately $ 459,000 ( 10.1 % ) to another large distributor and the distributor’s customers and approximately $ 460,000 ( 10.1 % ) to an individual medical practice.

During the year ended October 31, 2025, the Company sold products and services totaling approximately $ 741,000 ( 14.3 % ) to a large medical practice group, approximately $ 597,000 ( 11.5 % ) to a large distributor and medical practice group and approximately $ 568,000 ( 10.9 % ) to another large distributor and medical practice group.

During the year ended October 31, 2024, the Company sold products and services totaling approximately $ 661,000 ( 14.3 % ) to a large distributor and medical practice group and approximately $ 556,000 ( 12.0 % ) to another large distributor and medical practice group.

As of October 31, 2025, the Company had accounts receivable from one customer.

As of October 31, 2024, the Company had accounts receivable from three customers which comprised 60 % , 17 % and 12 % of its gross accounts receivable, respectively.

As of October 31, 2023, the Company had accounts receivable from one customer which comprised 50 % .

There were no other customers that accounted for more than 10 % of accounts receivable at October 31, 2025 or 2024.

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The Company has contracts with more than one supplier of the tissue raw material used in manufacturing of its products.

During the fiscal year ended October 31, 2025, the Company purchased the tissue raw material used in manufacturing of its products from one supplier in the amount of $120,000 ( 72 % of total raw material purcahses and $ 45,000 ( 28 % of total raw material purchases.

During the fiscal year ended October 31, 2024, the Company purchased the tissue raw material used in manufacturing of its products from one supplier in the amount of $ 135,000 .

During the fiscal year ended October 31, 2023, the Company purchased the tissue raw material used in manufacturing of its products from two suppliers, of which each accounted for approximately $ 113,100 and $ 86,900 or 57.0 % and 43.0 % , respectively, of the total amount of tissue raw material purchased during that period.

The Company’s supply agreements are non-exclusive and the Company does not believe it has any exposure based on the availability of raw materials and/or products from other suppliers.

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The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity instruments.

At October 31, 2024, the Company had 3,522,527 common shares issuable upon the exercise of options and warrants (vested and unvested), 185,000 unvested restricted stock and $ 725,000 of convertible debt securities that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the year ended October 31, 2024.

At October 31, 2023, the Company had 2,571,656 common shares issuable upon the exercise of warrants (vested and unvested) and 100,000 unvested restricted stock that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the year ended October 31, 2023.

At October 31, 2025, the Company had 4,265,444 common shares issuable upon the exercise of options and warrants (vested and unvested), 212,500 unissued restricted stock ( 178,333 unvested), $ 250,000 of convertible debt securities (convertible into a maximum of 41,667 shares) and $ 100,000 of future obligations in connection with the purchase of the BioLumina assets that may be settled through the issuance of common stock (convertible into a maximum of 40,000 shares) that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the year ended October 31, 2025.

At October 31, 2024, the Company had 3,522,527 common shares issuable upon the exercise of options and warrants (vested and unvested), 185,000 unvested and unissued restricted stock and $ 725,000 of convertible debt securities (convertible into a maximum of 120,834 shares) that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the nine months ended October 31, 2024.

Stock-Based Compensation

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The research and development costs primarily relate to the filing and approval of IND applications and the performance of clinical trials.

In come Taxes

The Company files a consolidated tax return that includes all of its subsidiaries.

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The Company evaluates its hierarchy disclosures each quarter.

The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, accounts payable and other payables, approximate their fair values because of the short maturity of these instruments.

The carrying values of convertible notes approximate their fair values because interest rates on these obligations are based on prevailing market interest rates.

Operating Lease Obligations

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The Company has established a capitalization threshold of $15,000 in determining whether any future operating leases will be capitalized.

Segment Information

Under ASC 280, Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance.

The Company has one component.

Therefore, the Company’s Chief Executive Officer, who is also the CODM, makes decisions and manages the Company’s operations as a single operating segment for the manufacture and distribution of its products.

Subsequent Events

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Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements.

We are currently evaluating the provisions of this guidance and assessing the potential impact on our financial statement disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosure, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss.

The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures.

The Company will adopt ASU 2023-07 beginning November 1, 2024.

The Company does not believe the impact of the new guidance and related codification improvements had a material impact to its financial position, results of operations and cash flows.

The Company is currently evaluating the provisions of this guidance and assessing the potential impact on its financial statement disclosures.

We have reviewed all accounting pronouncements recently issued by the FASB and the SEC.

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The 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 has had limited revenues since its inception.

The Company incurred net losses of $ 5,521,000 for the year ended October 31, 2025 and used $ 718,000 of cash from operating activities during that period.

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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.

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Manufacturing equipment

accumulated depreciation and amortization

accumulated depreciation

Total property and equipment, net

During February 2024, in connection with the expiration of the lease for certain lab equipment originally valued at $ 240,000 , the Company exercised its buyout option for the equipment for a total cost of $ 1 (see Note 7).

Effective, August 7, 2023, the Company sold its Basalt laboratory facility (“Sale”) to a non-affiliated third-party purchaser (“Purchaser”).

The transaction included the assignment of lease for the premises and the lease for certain laboratory equipment and the sale of all leasehold improvements associated with the Basalt laboratory and inventory.

In connection with the Sale, the Company recorded a gain of $ 341,000 , net of transaction fees of approximately $ 11,000 , during the year ended October 31, 2023.

Depreciation expense totaled $ 73,000 and $ 74,000 for the years ended October 31, 2024 and 2023, respectively.

Amortization expense totaled $ 0 and 380,000 for the years ended October 31, 2024 and 2023, respectively.

NOTE 6 – EQUITY IN NON-MARKETABLE SECURITIES OF AFFILIATED ENTITY

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Equity in non-marketable securities

During the year ended October 31, 2023, the Company invested $100,000 in cash (representing a 10% equity interest at the time of the investment) in the non-marketable equity securities of Exotropin LLC, a privately held skin-care formulator (“Exotropin”) in an effort to accelerate the Company’s development of expertise with respect to the skincare industry and the potential supply of the Company’s products in future topical formulations.

The Company evaluated its ownership, contractual and other interests in this entity and determined the Company does not have a variable interest in this entity and therefore it is not required to be consolidated in the Company’s consolidated financial statements, as the Company is not the primary beneficiary and does not have the power to direct activities that most significantly impact the entities’ economic performance.

The Company’s maximum loss exposure is limited to the carrying value of this investment.

At the time of the investment, both Greyt Ventures, LLC (“ Greyt ”), a principal shareholder of the Company and Skycrest Holdings, LLC, (“ Skycrest ”) a former principal shareholder of the Company, each owned a 20% interest in Exotropin.

During the year ended October 31, 2024, pursuant to a capital call notice received from Exotropin LLC, a privately held skin-care formulator (“Exotropin”), the Company invested an additional $45,000 in cash (representing its 8.96% equity interest at the time of the capital call).

During November 2024, the Company received a capital call notice from Exotropin, in which the Company’s pro-rata share was $126,000 (“November Capital Call”).

The Company elected not to participate in the November Capital Call and as a result, its interest in Exotropin has been reduced to approximately 5.6%.

There have been no further capital calls.

Both Greyt Ventures, LLC (“Greyt”), a principal shareholder of the Company and Skycrest Holdings, LLC, (“Skycrest”) a former principal shareholder of the Company, each own a 17.93% interest in Exotropin.

In addition, Mr.

Robert Smoley, a consultant and advisor to the Company was also the Chief Operating Officer of Exotropin (until November 2024).

The equity interests of the Company, Greyt and Skycrest in Exotropin were later reduced to 8.96%, 17.93% and 17.93%, respectively, as a result of additional sales of equity interests in Exotropin to outside parties.

In addition, the Company’s CMO was granted an option to acquire up to 200,000 membership interests in Exotropin, of which 100,000 vested immediately and the remaining 100,000 will vest based on future sales of Exotropin attributed to the CMO.

The option price is $20,000 for the 200,000 membership interests.

During the year ended October 31, 2024, pursuant to a capital call notice received from Exotropin, the Company invested an additional $45,000 in cash (representing its 8.96% equity interest at the time of the capital call).

As of October 31, 2025 and 2024, the Company has recorded total reserves against the carrying value of its investment of Exotropin of $ 145,000 and $ 145,000 respectively, based on the limited financial history of Exotropin to date to ascertain the fair value of Exotropin and the Company’s limited rights to control future dilution to the Company’s interests and the timing of available distributions, if any, of Exotropin.

As such, at October 31, 2025 and 2024, the carrying value of the Company’s investments in equity securities without readily determinable fair values totaled $0.

During November 2024, the Company received a capital call notice from Exotropin, in which the Company’s pro-rata share was $126,000 (“November Capital Call”).

The Company has yet committed to participating in the November Capital Call.

If the Company does not elect to participate, its interest in Exotropin would be reduced to approximately 5.6% based on all other members fulling participating in the November Capital Call.

The Company’s maximum loss exposure is limited to the carrying value of this investment.

Sales Representative Agreement

During November 2023, the Company and Exotropin entered into a Sales Representative Agreement (“Sales Agreement”) in connection with the Company’s efforts to expand the use of its proprietary products for a variety of topical use applications.

In connection with the Sales Agreement, the Company will receive commissions on the net sales value of Exotropin products that are sold to pre-approved retailers, wholesale distributors, private label customers and direct to consumer customers which were introduced to Exotropin by the Company of 10%, 5%, 10% and 15%, respectively.

In addition, under the terms of the Sales Agreement, the Company and Exotropin also agreed to co-develop a new product offering for the treatment of hair loss to be sold through physicians (“Collaboration”).

Under the terms of the Collaboration, the Company will be responsible for the sales and marketing of the products and the parties will share equally in the net profits from the sales of the products after reimbursement of all direct cash costs incurred by either party in connection with the development, supply and sale of the products.

As of October 31, 2024, $ 87,000 of commissions were earned under the Sales Agreement (see Note 15).

In November 2023, the Company entered into a Sales Representative Agreement (the “Sales Agreement”) with Exotropin to support the commercialization of its proprietary topical products.

Under the Sales Agreement, the Company is entitled to receive commissions on the net sales value of Exotropin products sold to pre-approved customers introduced by the Company, including retailers (10%), wholesale distributors (5%), private label customers (10%), and direct-to-consumer customers (15%).

In connection with the Sales Agreement, the Company and Exotropin co-developed a topical product for the treatment of hair loss, branded as “ZEO HAIR GROW™ Powered By Exotropin™,” which launched in November 2024 (the “Collaboration”).

Under the terms of the Collaboration, the Company is responsible for sales and marketing, and the parties agreed to share equally in the net profits from product sales, after reimbursement of direct cash costs incurred by either party.

On August 15, 2025, the Company provided Exotropin with formal notice of termination of the Sales Agreement for cause (see Note 14).

For the years ended October 31, 2025 and 2024, $ 61,000 and $ 87,000 , respectively, of commissions were earned under the Sales Agreement.

The commissions earned under the Sales Agreement are reflected in other income in the consolidated financial statements.

Joint Supply Agreement

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In connection with the Release, Exotropin retained the Moisturizer Prepayment made by the Company to Exotropin, and Exotropin was not obligated to deliver any of the Moisturizer to the Company, including portion of the Moisturizer to be provided in connection with the Moisturizer Prepayment (see Note 14).

NOTE 7 – LEASE OBLIGATIONS

Finance Lease Obligations:

During March 2019, the Company entered into a lease agreement for certain lab equipment in the amount of $ 240,000 (“Lease Agreement”).

NOTE 7 – FINANCE LEASE OBLIGATIONS

During April 2025, the Company entered into a lease agreement for certain lab equipment in the amount of $ 125,000 (“Lease Agreement”).

The Lease Agreement was accounted for as a finance lease obligation.

The annual interest rate charged in connection with the lease was 4.5 % .

The leased equipment is being depreciated over their estimated useful lives of 15 years.

The lease expired in February 2024.

Under the terms of Lease Agreement, the Company exercised its option to acquire all of the leased equipment for a nominal amount upon termination of the Lease Agreement.

During October 2021, the Company entered into a second lease agreement in the amount of $ 305,000 for certain lab equipment that was installed at the Company’s former Basalt lab location.

Under the terms of the lease agreement, the Company was required to make 60 equal monthly payments of $ 6,000 plus applicable sales taxes.

Under the terms of the lease agreement, the Company is required to make 60 equal monthly payments of $ 1,600 plus applicable sales taxes.

Under the lease agreement, the Company has the option to acquire all of the leased equipment for a nominal amount upon termination of the lease.

The lease agreement is being accounted for as a finance lease obligation.

The annual interest rate charged in connection with the lease is 2.7 % .

Lease payments and depreciation of the leased equipment began during May 2022, the date that the Basalt lab location became operational.

The leased equipment were being depreciated over their estimated useful lives of 15 years.

On August 7, 2023, in connection with the Company’s sale, transfer and assignment of its Basalt lab location, certain equipment under the second lease agreement that remained at that location were assigned to the purchaser resulting in the reduction of the Company’s remaining aggregate lease obligations by $ 213,000 , and reducing payments under the second lease agreement from $6,000 per month to $1,000 per month.

Lease payments and depreciation of the leased equipment began during June 2025, the date that the lease equipment was installed and became operational.

The leased equipment is included in Property and equipment and is being depreciated over their estimated useful lives of 15 years beginning from the date it became operational.

During June 2025, the Company entered into a lease agreement for certain lab equipment in the amount of $ 15,000 (“Lease Agreement”).

The Lease Agreement was accounted for as a finance lease obligation.

Under the terms of the lease agreement, the Company is required to make 36 equal monthly payments of $ 500 plus applicable sales taxes.

Under the lease agreement, the Company has the option to acquire all of the leased equipment for a nominal amount upon termination of the lease.

The annual interest rate charged in connection with the lease is 8.0 % .

Lease payments and depreciation of the leased equipment began during June 2025, the date that the lease equipment was installed and became operational.

The leased equipment is included in Property and Equipment and is being depreciated over it estimated useful life of 3 years beginning from the date it became operational.

As of October 31, 2025 and 2024, finance lease obligations were $ 110,000 and $ 13,000 , respectively, of which $ 33,000 and $ 5,000 were current, respectively.

The weighted average remaining term of the Company’s finance lease as of October 31, 2024 was 30 months.

The weighted average remaining term of the Company’s finance leases as of October 31, 2025 was 43.2 months.

The minimum lease payments pursuant to the finance lease are as follows:

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Present value of finance lease liabilities

The Company leases its administrative and research

facility on a month-to-month basis.

Rent expense was $ 20,000 and $ 20,000 during the years ended October 31, 2025 and 2024, respectively.

NOTE 8 – RELATED PARTY TRANSACTIONS

For the year ended October 31, 2024 and 2023, the Company sold a total of approximately $ 199,000 and $ 181,000 of product to a management services organization (“MSO”) that provides administrative services and contracts for medical supplies for several medical practices, of which Dr.

For the years ended October 31, 2025 and 2024, the Company sold a total of approximately $ 88,000 and $ 199,000 , respectively, of product to a management services organization (“MSO”) that provides administrative services and contracts for medical supplies for several medical practices, of which Dr.

George Shapiro, the Company’s Chief Medical Officer and a member of the board of directors has an indirect economic interest in the parent company that owns the MSO.

At October 31, 2023, advances payable to a former officer were $ 221,000 .

The advances are non-interest bearing and there were no formal arrangements regarding the repayment of the advances.

During the year ended October 31, 2024, the Company had determined that the statute of limitations had run for the ability of the affiliate to enforce a claim to collect the advances.

As a result, the Company wrote-off the full balance of the advances payable to an affiliate of a former executive of $ 221,000 .

During the year ended October 31, 2024, the Company wrote-off the full balance of the advances payable to an affiliate of a former executive of $ 221,000 .

The Company recorded the write-off as other income during the year ended October 31, 2024.

In connection with the sale of securities to an Investor (see Note 12), the Company entered into a supply agreement with an affiliate of the Investor to sell our products to such party and entered into a non-binding term sheet with another affiliate of the Investor pursuant to which such affiliate had the option until October 31, 2024 (subject to various conditions including the negotiation and execution of definitive agreements) to invest in a newly formed subsidiary through which ZEO intended to conduct clinical trials on its present and planned products.

The option was not exercised and has expired.

During the year ended October 31, 2023, the Company invested $ 100,000 in cash (representing a 10% equity interest at the time of the investment) in Exotropin (see Note 6).

At the time of the investment, both Greyt Ventures, LLC, a principal shareholder of the Company (“Greyt”) and Skycrest Holdings, LLC, a former principal shareholder of the Company (“Skycrest”), each owned a 20% interest in Exotropin.

During the year ended October 31, 2024, pursuant to a capital call notice received from Exotropin LLC, a privately held skin-care formulator (“Exotropin”), the Company invested an additional $ 45,000 in cash (representing its 8.96% equity interest at the time of the capital call).

During November 2024, the Company received a capital call notice from Exotropin, in which the Company’s pro-rata share was $126,000 (“November Capital Call”).

The Company elected not to participate in the November Capital Call and as a result, its interest in Exotropin has been reduced to approximately 5.6%.

In addition, Mr.

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The option price is $20,000 for the 200,000 membership interests.

During November 2024, the Company received a capital call notice from Exotropin, in which the Company’s pro-rata share was $126,000 (“November Capital Call”).

The Company has yet committed to participating in the November Capital Call.

If the Company does not elect to participate, its interest in Exotropin would be reduced to approximately 5.6% based on all other members fulling participating in the November Capital Call.

NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

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Other professional fees payable

Accrued IRS penalty

Interest payable

Royalty payable

Accrued commissions payable

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Total Accounts Payable and Accrued Expenses

During February 2024, the Internal Revenue Service (“IRS”) notified the Company that the Company’s appeal for full abatement of penalties and interest ($ 92,000 as of February 2024) associated with delinquent filed returns for the tax years ended 2012 – 2015 was granted.

The Company recorded the abatement as other income for the year ended October 31, 2024.

NOTE 10 – NOTES PAYABLE

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Total Notes Payable

Promissory Note – SPA 23

On March 6, 2023, the Company entered into another Securities Purchase Agreement (“SPA 23”) with the Purchaser, pursuant to which we sold a promissory note in the principal amount of $ 530,000 (“Note”) to the Purchaser in a private transaction for a purchase price of $519,400 (giving effect to original issue discount of $10,600).

In connection with the sale of the Note, the Company also paid the Purchaser’s legal fees and due diligence costs of $ 15,000 , resulting in net proceeds to the Company of $ 504,400 , which were used for working capital and other general corporate purposes.

The Note bears interest at the rate of 12 % per annum.

The Note matured on September 6, 2023 and was paid in full.

Pursuant to the terms of the SPA 23, the Company paid a commitment fee to the Purchaser (“Commitment Fee”) in the form of 75,000 shares of the Company’s common stock (“Commitment Fee Shares”) and issued the Purchaser a Warrant exercisable for a five-year period to purchase up to 50,000 shares of our common stock at a price of $ 12.00 per share (“Warrant Shares”).

Upon the closing, the Company recorded a discount of the Promissory Note in the amount of $ 308,000 , consisting of the original issue discount of $ 10,600 , transaction fees of $ 15,000 , the fair value of the Commitment Fee Shares of $ 169,500 and the fair value of the Warrant Shares of $ 113,000 .

For the year ended October 31, 2023, $ 308,000 of the total discounts recorded in connection with the issuance of the Note have been amortized.

Pursuant to the terms of the SPA 23, the Company granted certain piggyback registration rights under the Securities Act with respect to the Conversion Shares, the Warrant Shares and the Commitment Fee Shares.

Convertible Promissory Notes

During the period August 2023 through September 2023, the Company sold 2.9 Units (“Units”) to 4 investors in a private offering at a purchase price of $ 250,000 per Unit for an aggregate purchase price of $ 725,000 .

Each Unit consists of (a) a $ 250,000 in principal amount 8 % Convertible Promissory Note due September 30, 2026 (“Convertible Promissory Note ” );

Each Unit consists of (a) a $ 250,000 in principal amount 8 % Convertible Promissory Note due September 30, 2026 (“Note ” );

and (b) 7,813 common stock purchase warrants (the “Warrants”), each entitling the holder to purchase one share of common stock, $ 0.001 par value (“Shares”) at an exercise price of $ 20.00 for a period of five years from the date of issuance.

Interest on the Convertible Promissory Notes are payable annually and together with the principal amount on the Maturity Date.

The Convertible Promissory Notes may be prepaid by the Company, in whole, but not in part, at any time prior to the Maturity Date, subject to payment of a premium of 10%, provided that the Company gives the holders fifteen (15) business notice prior to prepayment, during which period, Investors may elect to convert the Notes and accrued but unpaid interest thereon into Shares at a conversion price equal to 80% of the average of the daily VWAP of the Shares (as defined in the Note) for twenty consecutive ( 20 ) trading days ending on the date the Company gives the holders of the Convertible Promissory Notes notice of prepayment.

Holders of the Convertible Promissory Notes will have the right, at any time during the period commencing on April 1, 2024 and ending on the earliest to occur of the Maturity Date, the date of a Prepayment or the date of an automatic conversion, to convert the Convertible Promissory Note in whole, but not in part, and accrued interest thereon into Shares at a conversion price equal to 80% of the average of the daily VWAP of the Shares (as defined in the Convertible Promissory Note) for twenty consecutive (20) trading days ending on the date the investor gives the Company a notice of conversion, subject to a minimum conversion price of $ 6.00 per Share.

In addition, the Convertible Promissory Notes and accrued but unpaid interest thereon will automatically convert into Shares in the event that prior to the Maturity Date, the Company consummates a “Qualified Financing” or a “Qualified Sale” (as defined in the Convertible Promissory Note) at a conversion price equal to 80% of the offering price of Shares sold in the Qualified Financing or 80% of the purchase price per Share to be received by stockholders following consummation of a Qualified Sale.

Interest on the Notes are payable annually and together with the principal amount on the Maturity Date.

The Notes may be prepaid by the Company, in whole, but not in part, at any time prior to the Maturity Date, subject to payment of a premium of 10%, provided that the Company gives the holders fifteen (15) business notice prior to prepayment, during which period, Investors may elect to convert the Notes and accrued but unpaid interest thereon into Shares at a conversion price equal to 80% of the average of the daily VWAP of the Shares (as defined in the Note) for twenty consecutive (20) trading days ending on the date the Company gives the holders of the Notes notice of prepayment.

Holders of the Notes (“Holders”) will have the right, at any time during the period commencing on April 1, 2024 and ending on the earliest to occur of the Maturity Date, the date of a Prepayment or the date of an automatic conversion, to convert the Note in whole, but not in part, and accrued interest thereon into Shares at a conversion price equal to 80% of the average of the daily VWAP of the Shares (as defined in the Note) for twenty consecutive ( 20 ) trading days ending on the date the investor gives the Company a notice of conversion, subject to a minimum conversion price of $ 6.00 per Share.

In addition, the Notes and accrued but unpaid interest thereon will automatically convert into Shares in the event that prior to the Maturity Date, the Company consummates a “Qualified Financing” or a “Qualified Sale” (as defined in the Note) at a conversion price equal to 80% of the offering price of Shares sold in the Qualified Financing or 80% of the purchase price per Share to be received by stockholders following consummation of a Qualified Sale.

The balance of the notes payable was $ 725,000 at October 31, 2024.

On October 3, 2025, the Company offered each Holder of the Notes the opportunity to convert their Note on October 10, 2025 (including accrued interest outstanding) at a conversion price equal to $ 3.00 per share (“Conversion Offer”).

The Holders of a total of $ 475,000 principal amount of Notes (including $39,000 of accrued interest as of October 10, 2025) agreed to accept the Conversion Offer and accordingly received an aggregate total of 171,347 shares of common stock of the Company.

In connection with the conversion of the Notes, the Company recorded an inducement expense of $ 136,000 representing the fair value of the additional shares that were issued in the conversion (t he trading price of the Company’s common stock on the date of conversion was $1.59 per share) over the amount of shares convertible pursuant to the original terms of the Notes.

As of October 31, 2025, the remaining outstanding Notes of $ 250,000 are convertible into a maximum of 41,667 shares.

The fair value of the Warrants issued was $ 80,000 .

The Company has recorded a discount of the Promissory Note in the amount of $72,000, representing the allocable fair market value of the Note and the warrants.

The Company recorded a discount of the Note in the amount of $72,000 at issuance, representing the allocable fair market value of the Note and the Warrants.

The discount is being amortized over the term of Note.

For the years ended October 31, 2024 and 2023, $ 23,000 and $ 4,000 of the discounts recorded in connection with the issuance of the Note have been amortized, resulting to unamortized debt discount of $ 45,000 and $ 68,000 as of October 31, 2024 and 2023, respectively.

During the year ended October 31, 2024, the Company has paid $ 64,000 of interest on the Convertible Promissory Notes.

For the years ended October 31, 2025 and 2024, $ 39,000 (including $15,000 of unamortized discounts associated with the converted Notes outstanding as of October 10, 2025) and $ 23,000 , respectively, of the discounts recorded in connection with the issuance of the Note have been amortized, resulting to unamortized debt discount of $ 7,000 and $ 45,000 as of October 31, 2024 and 2023, respectively.

During the year ended October 31, 2025 and October 31, 2024, the Company has paid $ 20,000 and $ 64,000 respectively, of interest on the Notes.

The securities were offered and sold in a private offering exempt from the registration requirements of the Securities Act, pursuant to the exemptions from registration afforded by Rule 506(b) of Regulation D under the Securities Act.

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The Company’s board of directors is authorized, without stockholders’ approval, within any limitations prescribed by law and the Company’s Articles of Incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock.

Series C Preferred Shares

On August 17, 2022, the Company filed a Certificate of Designation for a newly created Series C Non-Convertible Preferred Stock consisting of 100 shares, $ 0.001 par value of authorized but unissued preferred stock of the Company (“Series C Preferred Shares”).

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On December 17, 2024, the Company filed an Amendment (the “Amendment”) to the Certificate of Designation of our Series C Preferred Shares.

During December 2024, Skycrest requested that it be allowed to transfer the 50 shares of Series C Preferred Shares of the Company it holds to Ian T.

Bothwell, the Company’s Chief Executive Officer and Chief Financial Officer (“Transfer”).

In December 2024, the Board of Directors of the Company approved the Transfer and the Transfer was completed.

The Series C Preferred Shares vote together with shares of our common stock as a single class on all matters presented to a vote of stockholders and represent 51% of the voting control of the Company, except as required by law.

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All share and per share amounts have been retroactively adjusted to reflect the split as if it occurred at the earliest period presented.

Issuances of Common Stock - Sales:

On July 8, 2024, the Company completed a $500,000 private financing (“Financing”) with a single accredited investor (“Investor”).

In the Financing, the Company sold and issued to the Investor 250,000 shares of common stock (“Shares”) and warrants to purchase an additional 83,333 Shares (the “Warrants”) (see Note 13).

In connection with the Financing, the Company agreed to provide the Investor certain piggy-back registration rights under the Securities Act of 1933, as amended (“Securities Act”) with respect to the Shares purchased and the Shares underlying the Warrants purchased.

The proceeds are being used for working capital purposes.

Issuances of Common Stock – Stock Based Compensation:

On December 1, 2022, the Company granted 750 shares of common stock to an employee as provided for in the employment agreement valued at $ 6.00 per share, the closing price of the common stock of the Company on the grant date.

The Company recorded $ 4,500 of stock-based compensation expense based on the grant date fair value of these shares during the year ended October 31, 2023.

On December 29, 2022, the Company agreed to issue 25,000 shares of common stock to a service provider in exchange for the provider providing discounts of 10% on all services provided retroactive to August 2022.

The common stock granted was valued at $ 100,000 based on the closing price of the common stock of the Company on the date of the agreement of $ 4.00 per share.

The Company recorded $ 100,000 of stock-based compensation expense based on the grant date fair value of these shares during the year ended October 31, 2023.

On April 1, 2024, pursuant to the Company’s 2021 Incentive Stock Plan (“Incentive Plan”), the Company’s Board of Directors (“Board”) awarded 125,000 and 62,500 shares of Zeo common stock to Jerry Glauser and Leatham Stern or their nominees, respectively (“Stock Grants”), both members of the Board, valued at $ 2.00 per share, the closing price of the common stock of the Company on the grant date.

The Stock Grants vest in full as of the date of the grant.

The Company recorded a total of $ 375,000 of stock-based compensation expense during the year ended October 31, 2024, in connection with the Stock Grants.

Issuances of Common Stock – Exchange of balances due on accounts payable for stock:

Effective January 31, 2024, the Company and a legal firm performing services to the Company agreed to exchange $ 20,000 of legal fees payable due to the legal firm for 20,000 shares of newly issued common stock valued at $ 20,000 , representing a 20% discount to the closing price of the common stock of the Company on the date the arrangement was agreed to by both the Company and the legal firm.

The shares were issued to the legal firm in April 2024.

Equity Line Of Credit Commitment:

Pursuant to the Purchase Agreement dated as of September 1, 2022 (“Agreement”), by and between the Company and Tysadco Partners, LLC (“Tysadco”), to provide the Company with a $ 10,000,000 equity line of credit facility (“ELOC”), on December 2, 2022, the Company submitted a put request to Tysadco to purchase 22,282 registered shares at a purchase price of $4.49, for a total of $100,000 (“Put Request”).

On December 5, 2022, Tysadco funded the Put Request and the Company issued 22,282 shares to Tysadco.

The proceeds from the share sale were used for working capital and general corporate purposes.

On February 23, 2024, pursuant to the Purchase Agreement, the Company provided Tysadco formal notice that it was terminating the Agreement and the ELOC.

Grant of Unvested Restricted Common Stock:

In September 2021, the Company adopted the 2021 Equity Incentive Plan (“2021 Plan”).

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As of October 31, 2025, a total of 1,595,482 Awards (net of 1,243,647 Awards redeposited for future issuance) that have been awarded under the 2021 Plan remain issued and outstanding.

As of October 31, 2023, a total of 1,111,250 Awards (net of 676,500 Awards redeposited for future issuance) had been awarded under the 2021 Plan and were issued and outstanding.

As of October 31, 2024, a total of 1,386,288 Awards (net of 1,211,500 Awards redeposited for future issuance) that have been awarded under the 2021 Plan were issued and outstanding.

Sale Of Common Stock

On July 8, 2024, the Company completed a $500,000 private financing (“Financing”) with a single accredited investor (“Investor”).

In the Financing, the Company sold and issued to the Investor 250,000 shares of common stock (“Shares”) and warrants to purchase an additional 83,333 Shares (the “Warrants”) (see Note 13).

The proceeds are being used for working capital purposes.

On July 25, 2025, ZEO entered into a subscription agreement with a single accredited investor (the “Investor”).

Pursuant to which the Investor agreed to purchase 250,000 shares of our common stock (the “Shares”) in a private transaction for an aggregate purchase price of $1,000,000 (the “Purchase Price”).

The Shares will be issued and sold and the Purchase Price paid in ten (10) equal monthly installments commencing on August 1, 2025 and ending on May 1, 2026.

The August 1, 2025, September 1, 2025 and October 1, 2025 installment payments in the aggregate amount of $300,000 were made in accordance with the subscription agreement and the Company issued the investor an aggregate of 75,000 Shares.

The Investor has not made the November 2025, December 2025 and January 2026 installment payments.

As of October 31, 2025, the investor has yet to purchase the remaining 175,000 shares under the agreement.

The proceeds from the issuance of those shares will be recorded upon receipt and issuance of the shares.

Restricted Stock Awards

2024 Issuances

The shares were issued to the legal firm in April 2024.

Effective April 1, 2024, the Company

entered into sales distribution agreement with a sales and marketing company (“Salesco”).

Salesco will be entitled to

receive commissions on sales of the Company’s products to customers introduced by Salesco in the form of cash and common stock

of the Company based on sales milestones.

In connection with the agreement, the Company agreed to pay Salesco a monthly advance of

for the first 6 months, provided however, that the last 2 monthly retainers are subject to Salesco achieving a certain minimum

amount in sales during the applicable month.

The monthly retainers are to be repaid from commissions earned by Salesco on sales of

the Company’s products that are generated through Salesco.

In addition, Salesco was granted 30,000

shares of the Company’s common stock which vests over 2

years, quarterly, except the quarterly vesting period will “cliff vest” upon the Company receiving $ 300,000

in cumulative sales from customers introduced by Salesco.

The agreement may be terminated by the Company upon the six-month

anniversary of the agreement.

grant of shares were valued at $2.00 per share, the closing price of the common stock of the Company on the effective date of the

The Company will amortize $ 60,000

of stock-based compensation expense over the 2 -year

vesting terms.

The Company recorded $ 8,000 and $ 18,000

of stock-based compensation expense during the years ended October 31, 2025 and 2024, respectively.

During April 2024 thru August 2024, in consideration for agreeing to serve on the Company’s medical advisory board, the Board approved the issuance to a total of twenty individuals an aggregate of 155,000 shares of unregistered common stock valued at ranges between $ 1.04 per share and $ 2.75 per share, the closing price of the common stock of the Company on the respective grant dates.

The shares vest annually over the three-year period from the date of grant.

The Company will amortize $ 271,000 of stock-based compensation expense over a three-year vesting period.

The Company recorded $ 82,000 and $ 57,000 of stock-based compensation expense during the years ended October 31, 2025 and 2024, respectively.

On April 1, 2024, pursuant to the Company’s 2021 Incentive Stock Plan (“Incentive Plan”), the Company’s Board of Directors (“Board”) awarded 125,000 and 62,500 shares of the Company’s common stock to Jerry Glauser and Leatham Stern or their nominees, respectively (“Stock Grants”), both members of the Board, valued at $2.00 per share, the closing price of the common stock of the Company on the grant date.

The Stock Grants vest in full as of the date of the grant.

The Company recorded a total of $375,000 of stock-based compensation expense during the year ended October 31, 2024, in connection with the Stock Grants.

2025 Issuances

Effective February 1, 2025, in connection with an agreement with an independent sales representative (“Representative”), the Company agreed to grant the Representative 40,000 shares of the Company’s common stock which shall vest quarterly over a 2-year period beginning with the first month subsequent to the monthly period that the Representative has generated a cumulative amount of sales for the Company in excess of $500,000 (“Sales Milestone”).

Upon a termination of the Agreement for cause or the failure of the Representative to achieve the Sales Milestone during the 1 st year of the Agreement, all unvested shares as of such time shall be forfeited (except in the case of a sale of the Company).

In addition, the Representative will be entitled to receive commissions on sales of the Company’s products to customers introduced by the Representative in the form of cash and common stock of the Company based on sales milestones.

The agreement may be terminated by the Company at any time upon 30 days written notice for failure of Representative to meet sales targets, to be solely determined by the Company.

The fair value of the shares as of the date of grant was $ 104,000 .

The Company will amortize $ 104,000 of stock-based compensation expense over the vesting term of the agreement beginning once the Representative has achieved the minimum Sales Milestone.

As Consultant has not met Sales Milestone, there was no expense recognized during the period.

On May 8, 2025, the Company entered into an agreement with a non-affiliated consultant (the “Consultant”) to advise the Company on strategic communication investor relation programs (“Consulting Agreement”).

In connection with the Consultant Agreement, the Company granted the Consultant 100,000 shares of common stock (“Shares”) and warrants to purchase an additional 500,000 shares of common stock (the “Warrants”).

50,000 of the Shares vested upon execution of the Consulting Agreement and the remaining 50% will vest on the six-month anniversary of the Consulting Agreement.

The fair value of the Shares as of the date of grant was $286,000.

The Company will amortize the $286,000 of stock-based compensation expense over the term of the Consulting Agreement.

The Company amortized $143,000 of expense for the year ended October 31, 2025.

The Warrants vest in five equal tranches of 100,000 shares, at various exercise prices ranging between $3.50 - $10.00 per share, and are exercisable on the terms provided in the Consulting Agreement.

Once vested, the Warrants are exercisable for a period of ninety (90) days from the date they become exercisable.

The Company valued the warrants on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions:

(1) risk free interest rate 4.00%, (2) term of 3 years, (3) expected stock volatility of 143%, and (4) expected dividend rate of 0%.

The grant date fair value of the warrants granted was $ 1,428,000 .

The Company will amortize $ 1,428,000 of stock-based compensation based on the vesting of the Warrants.

Effective May 23, 2025, in connection with an agreement with a second consultant (“Second Consultant”), the Company agreed to grant the Second Consultant 40,000 shares of the Company’s common stock which shall vest quarterly over a 2-year period commencing on the date that sales obtained by the Company from customers introduced by Second Consultant exceed $400,000 (“Milestone”) and provided that the Milestone is achieved by December 31, 2025.

Upon termination of the agreement for any reason, any unvested stock shall be forfeited.

In addition, the Second Consultant will be entitled to receive commissions on sales of the Company’s products to customers introduced by the Representative in the form of cash and common stock of the Company based on sales milestones.

The agreement may be terminated by the Company at any time by either party upon 30 days written notice.

The fair value of the shares as of the date of grant was $ 82,000 .

The Company will amortize $ 82,000 of stock-based compensation prorata over the vesting period once the Consultant has achieved minimum Sales Milestone.

On June 25, 2025, in connection with the Acquisition (see Note 16), the Company issued 30,000 restricted shares of the Company’s common stock valued at $ 58,000 .

A summary of unvested restricted stock activity for the years ended October 31, 2025 and 2024 are presented below:

Schedule of non vested share activity

Weighted-Average

Grant Date Value

Non-vested Shares at October 31, 2023

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Non-vested Shares at October 31, 2025

Effective April 1, 2024, the Company entered into sales distribution agreement with a sales and marketing company (“Salesco”).

Salesco will be entitled to receive commissions on sales of the Company’s products to customers introduced by Salesco in the form of cash and common stock of the Company based on sales milestones.

In connection with the agreement, the Company agreed to pay Salesco a monthly advance of $ 15,000 for the first 6 months, provided however, that the last 2 monthly retainers are subject to Salesco achieving a certain minimum amount in sales during the applicable month.

The monthly retainers are to be repaid from commissions earned by Salesco on sales of the Company’s products that are generated through Salesco.

In addition, Salesco was granted 30,000 shares of the Company’s common stock which vests over 2 years, quarterly, except the quarterly vesting period will “cliff vest” upon the Company receiving $ 300,000 in cumulative sales from customers introduced by Salesco.

The agreement may be terminated by the Company upon the six-month anniversary of the agreement.

The 30,000 grant of shares were valued at $2.00 per share, the closing price of the common stock of the Company on the effective date of the agreement.

The Company will amortize $ 60,000 of stock-based compensation expense over the 2 -year vesting terms.

The Company recorded $ 18,000 of stock-based compensation expense during the year ended October 31, 2024, respectively.

The shares vest annually over the three-year period from the date of grant.

The Company will amortize $ 271,000 of stock-based compensation expense over a three-year vesting period.

The Company recorded a total of $ 233,000 of stock-based compensation expense based on the grant date fair value of these shares during the year ended October 31, 2025, respectively.

There was approximately $ 257,000 of unamortized compensation associated with unvested stock grants outstanding as of October 31, 2024 that will be amortized over their respective remaining service periods.

The Company recorded a total of $ 74,000 of stock-based compensation expense based on the grant date fair value of these shares during the year ended October 31, 2024, respectively.

There was approximately $ 308,000

of unamortized compensation associated with unvested stock grants outstanding as of October 31, 2025 that will be amortized over

their respective remaining service periods.

NOTE 13 – STOCK OPTIONS AND WARRANTS

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Exercisable at October 31, 2025

During the year ended October 31, 2023, the Board approved the granting of options to purchase 665,000 shares of its common stock to Dr.

Leider, former Chief Executive Officer of the Company, Dr.

Golub, former Chief Operating Officer of the Company and Ms.

Swartz, Chief Product Officer of the Company in accordance with their employment agreements.

The options are exercisable until the fifth anniversary date of the date of issuance and had an aggregate fair value of $ 1,580,000 .

The options vest between one-year and three-year periods.

During the year ended October 31, 2024, under its Incentive Plan, the Board approved the granting of options to certain employees, officers and directors to purchase 622,538 shares of its common stock.

The options vest over various periods ranging from 6 months to 3 years, expire five to ten years from the date of grant and had an aggregate fair value of $ 1,438,000 at the date of grant.

The Company valued the options using a Black-Scholes option pricing model with the following assumptions:

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Risk free interest rate

4.20 % - 4.34

Expected term of options

During the year ended October 31, 2023, in connection with the resignation of the Company’s former Chief Executive Officer, Chief Operating Officer and a director, previously granted options in the aggregate of 305,000 were forfeited.

The options vest over various periods ranging from 6 months to 3 years, expire five to ten years from the date of grant and had an aggregate fair value of $ 1,438,000 at the date of grant.

During the year ended October 31, 2024, all options issued to Dr.

Leider, the former Chief Executive Officer, that were not vested amounting to 190,000 at the time of the expiration of his employment agreement on May 31, 2024, were forfeited.

In addition, all options issued to Dr.

Leider and Dr.

Howard Golub, the former Chief Science Officer, and an employee, that were vested amounting to 95,000 , 250,000 , and 20,000 , respectively, at the time of the expiration of their employment agreements, were not exercised by August 31, 2024 as required under the Incentive Plan, and as a result expired.

During the year ended October 31, 2025, under its Incentive Plan, the Board approved the granting of options to certain employees to purchase 11,341 shares of its common stock.

The options vest annually over 3 years, expire five years from the date of grant and had an aggregate fair value of $ 39,000 at the date of grant.

The Company valued the options using a Black-Scholes option pricing model with the following assumptions:

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Exercise prices

Expected dividends

Expected volatility

Risk free interest rate

Expected term of options

During the year ended October 31, 2025, the Board approved the granting of options to purchase an aggregate of 65,000 shares of its common stock to Dr.

Everts, Chief Science and Technology Officer of the Company and Mr.

Ron Borsheim, Chief Sales Officer of the Company in accordance with their employment agreements.

The options are exercisable until the fifth anniversary date of the date of issuance and had an aggregate fair value of $ 177,125 .

The options vest over a five-year periods.

The Company valued the options using a Black-Scholes option pricing model with the following assumptions:

Schedule of option pricing model assumptions

Exercise prices

2.50 - $ 3.08

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Expected term of options

During the year ended October 31, 2024, all options issued to Dr.

Leider, the former Chief Executive Officer, that were not vested amounting to 190,000 at the time of the expiration of his employment agreement on May 31, 2024, were forfeited.

In addition, all options issued to Dr.

Leider and Dr.

Howard Golub, the former Chief Science Officer, an employee, that were vested amounting to 95,000 , 250,000 , and 20,000 , respectively, at the time of the expiration of their employment agreements, were not exercised by August 31, 2024 as required under the Incentive Plan, and as a result expired.

During the year ended October 31, 2024 and 2023, the Company amortized $ 953,000 and $ 622,000 , respectively, of stock compensation costs associated with options issued.

There was approximately $ 1,284,000 of unamortized compensation associated with options outstanding as of October 31, 2024 that will be amortized over their respective remaining service periods.

On May 8, 2025, under its Incentive Plan, the Board approved the granting of options to certain employees, officers and directors to purchase 165,000 shares of its common stock.

153,000 of the options vest immediately and 12,000 of the options vest over a 4-month period, expire five years from the date of grant and had an aggregate fair value of $ 472,000 at the date of grant.

The Company valued the options using a Black-Scholes option pricing model with the following assumptions:

Schedule of option pricing model

Exercise prices

Expected dividends

Expected volatility

Risk free interest rate

Expected term of options

Options totaling 32,147 that were previously issued to certain employees that were no longer employed by the Company as of October 31, 2025, were forfeited.

During the years ended October 31, 2025 and 2024, the Company amortized $ 1,523,000 and $ 953,000 , respectively, of stock compensation costs associated with options vesting during the period.

There was approximately $ 383,000

of unamortized compensation associated with options outstanding as of October 31, 2025 that will be amortized over their respective

remaining service periods.

A summary of the Company’s warrant activity for the years ended October 31, 2025 and 2024 are presented below:

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2024 Warrants

As described in Note 10, in connection with the issuance of the SPA 23 on March 6, 2023, the Company issued the Purchaser’s 50,000 commitment Warrant Shares exercisable for a five-year period at a price of $ 12.00 per share.

The Company valued the warrants on the dates of the grant using the Black-Scholes option pricing model with the following weighted average assumptions:

(1) risk free interest rate 3.98 % , (2) term of 5 years, (3) expected stock volatility of 169 % , and (4) expected dividend rate of 0 % .

All of the warrants vested immediately.

The grant date fair value of the warrants issued was $ 113,000 .

The Company recorded $ 113,000 as a loan discount which was amortized over the term of the SPA 23.

As described in Note 10, during the period August 2023 through September 2023, the Company sold 2.9 Units (“Units”) to 4 investors in a private offering at a purchase price of $250,000 per Unit for an aggregate purchase price of $ 725,000 .

Each Unit consists of (a) a $ 250,000 in principal amount 8 % Convertible Promissory Note due September 30, 2026 (the “Note”);

and (b) 7,813 common stock purchase warrants (the “Warrants”) (an aggregate of 22,656 warrants issued), each entitling the holder to purchase one share of common stock, $ 0.001 par value (“Shares”) at an exercise price of $ 20.00 for a period of five years from the date of issuance.

2024 Warrants

On July 8, 2024, in connection with the Financing (see Note 12), the Company issued the Investor a cashless warrant to purchase an aggregate of 83,333 shares of common stock.

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The Company will amortize $ 185,000 of stock-based compensation expense over the term of the consulting agreement.

During the year ended October 31, 2024 and 2023, the Company amortized $ 2,450,000 and $ 2,134,000 , respectively, of stock compensation costs associated with warrants issued.

2025 Warrants

In connection with the Consulting Agreement discussed in Note 12, during May 2025, the Company granted the Consultant warrants to purchase 500,000 shares of its common stock (the “Warrants”).

The Warrants vest in five equal tranches of 100,000 shares, at various exercise prices ranging between $3.50 - $10.00 per share, and are exercisable based upon meeting certain conditions provided in the Consulting Agreement.

Once vested, the Warrants are exercisable for a period of ninety (90) days from the date they become exercisable.

The Company valued the warrants on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions:

(1) risk free interest rate 4.00%, (2) term of 3 years, (3) expected stock volatility of 143%, and (4) expected dividend rate of 0%.

The grant date fair value of the warrants granted was $1,428,000.

The Company will begin to amortize the $1,428,000 when management estimates the vesting the conditions are probable of being achieved.

On May 8, 2025, the Company awarded warrants to purchase 55,000 shares of our common stock to Greyt Ventures, LLC, a principal shareholder of the Company in consideration of consulting services rendered to the Company.

The warrants are fully vested as of the award date and are exercisable for a period of five ( 5 ) years from the award date at an exercise price of $ 2.86 per share.

The Company valued the options using a Black-Scholes option pricing model with the following assumptions:

Schedule of Black-Scholes option pricing model

Exercise prices

Expected dividends

Expected volatility

Risk free interest rate

Expected term of options

On July 25, 2025, the Company received notice from a holder of warrants to exercise 21,277 warrants to purchase 21,277 shares of common stock of the Company for a total exercise price of $50,000 ($2.35 per share).

The proceeds were received, and the shares were issued on July 30, 2025.

During the year ended October 31, 2025 and 2024, the Company amortized $ 2,937,000 and $ 2,450,000 , respectively, of stock compensation costs associated with warrants issued during the period.

There was approximately $ 1,270,000 of unamortized compensation associated with warrants outstanding as of October 31, 2025 that will be amortized over their respective remaining service periods.

There was approximately $ 3,005,000 of unamortized compensation associated with warrants outstanding as of October 31, 2024 that will be amortized over their respective remaining service periods.

All stock compensation expense is classified under general and administrative expenses in the consolidated statements of operations.

NOTE 14 – COMMITMENTS AND CONTINGENCIES

Joint Venture with BioXtek, LLC

On February 4, 2025, the Company entered into a Binding Memorandum of Understanding (“Binding MOU”) with BioXtek, LLC, a Florida limited liability company (“BioXtek”) setting forth the terms of a joint development, manufacturing, marketing and funding arrangement to be entered into by the Company and BioXtek in various phases (“Joint Venture”).

The Joint Venture contemplates, among other matters:

The Company relocating its current operations located at Nova Southeastern University in Davie, Florida, to sublet space at the BioXtek Facility in Pompano Beach, Florida expected to be completed by May 31.

2025, which will include administrative, laboratory (research and development) and clean room (tissue processing) space, as well as shared common area space;

The Company and BioXtek establishing a jointly-owned (50/50) special purpose entity (the “SPE”), to pursue the development and commercialization of agreed upon products including membrane patches that are used primarily in the wound care and surgical markets (“Membrane Products”), and conduct and complete required clinical trials and/or studies for mutually agreed upon indications and products with the goal of the SPE obtaining FDA approval in the form of a BLA license or other designated license required by the FDA to permit the SPE to commercialize the product(s) (the “SPE Business”).

The Company and BioXtek have agreed to use their respective commercially reasonable efforts to secure funding for the SPE Business.

In addition, under the terms of the Joint Venture, the SPE will become the exclusive distributor (subject to certain agreed upon exceptions for current customers of BioXtek) of the Membrane Products;

In addition, as a result of the Joint Venture, the parties intend to seek operating efficiencies as a result of overlap in their respective operations, including administrative, laboratory and research personnel and research and manufacturing assets used in connection with the SPE Business and their respective individual businesses;

The Company and BioXtek failed to execute and deliver the required series of definitive agreements documenting the Joint Venture, including the mutual agreement to modify certain terms as set forth in the Binding MOU with respect to the Company relocating its operations to BioXtek’s Pompano Beach, Florida manufacturing facility and the structure of how the parties will collaborate in future clinical trials and the sale of products that were intended to be sold pursuant to the Joint Venture (see Legal Matters below).

Employment Agreements

Everts, Ph.D.

Effective February 7, 2025, Dr.

Everts, Ph.D.

Everts”) was appointed the Company’s Chief Scientific and Technology Officer.

Everts’ employment agreement provides for a base salary of $ 220,000 for the first year and $ 235,000 per annum for each subsequent year it is in effect, subject to adjustment of up to $15,000, in the event certain compensation under a consulting agreement which Dr.

Everts is party to with a non-affiliated third party is not paid.

In connection with the employment agreement, Dr.

Everts was granted an option under the 2021 Plan to purchase 25,000 shares of our common stock at a price of $3.05 per share (fair market value on the date of grant) (“Everts Option”).

The Everts Option vests 50% on the one-year anniversary of the effective date of the employment agreement and 50% on the second anniversary, contingent upon Dr.

Everts’ continued employment with the Company and to the extent vested, expires five years from the date of grant.

Everts’ employment with the Company is “At Will” meaning that his employment with the Company and his employment agreement may be terminated by the Company at any time, for any reason or for no reason at all and with or without “Cause” (as defined in the Agreement).

Notwithstanding the foregoing, if at any time after the first ninety (90) days of the term, the Company terminates Dr.

Everts’ employment without Cause or Dr.

Everts terminates his employment with the Company for “Good Reason” (as defined in the Agreement), Dr.

Everts will be entitled to receive an amount equal to one quarter (1/4) month’s salary for each successive three (3) months of employment completed as severance.

On July 18, 2025, Dr.

Everts resigned his position with the Company effective August 1, 2025.

As a result of Dr.

Everts resignation, the Everts Option was forfeited effective August 1, 2025.

Purchase Commitments

During July 2025, the Company entered into an exclusive supply agreement (“Supply Agreement”) with a third-party contract manufacturer (“CDMO”) in connection with the manufacturing and processing of certain biological products (“CDMO Products”) that the Company intends to sell to third party medical providers.

Under the terms of the Supply Agreement, the Company paid an initial deposit of $225,000 on August 1, 2025 and is required to pay an additional $225,000 deposit upon confirmation that the CDMO has initiated cGMP processing of the CDMO Products.

Under the terms of the Supply Agreement, the deposits will be applied against the actual CDMO Products that are released to the Company.

The Company has agreed to make a minimum of 8 purchase orders within specified periods based on satisfactory release of prior productions of the CDMO Products (“Minimum Purchase Orders”).

In connection with each purchase order, the Company is required to have minimum deposits paid to the CDMO equal to 50% of the value of the purchase order.

The Supply Agreement may be extended by the Company based on submitting a minimum amount of additional purchase orders after the Minimum Purchase Orders have been released.

Skincare Agreement

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Deferred Revenue

During the year ended October 31, 2023, the Company received an advance payment of $500,000 in connection with a distribution agreement entered into between the Company and a third party (“Purchaser”) which was to be applied against future invoices for product inventory to be delivered over time which amount was recorded as deferred revenue.

As of October 31, 2023, $101,000 of product inventory was invoiced and delivered reducing the deferred revenue amount to $399,000.

During the period November 1, 2023 thru July 29, 2024, $399,000 of product inventory was invoiced and delivered, reducing the deferred revenue balance to $0.

On August 5, 2024, the Purchaser prepaid an amount of $375,000 to the Company which is to be applied against future invoices for specific product inventory to be delivered over time which amount was initially recorded as deferred revenue.

As of October 31, 2024, $132,000 of product inventory was invoiced and delivered reducing the deferred revenue amount to $ 243,000 .

During July 2024, the Company received an advance payment of $500,000 in connection with a distribution agreement entered into between the Company and an affiliate of the Investor (see Note 11) which was to be applied against future invoices for product inventory to be delivered over time which amount was recorded as deferred revenue.

As of October 31, 2024, $135,000 of product inventory was invoiced and delivered reducing the deferred revenue amount to $ 365,000 .

Amounts received by the Company for products that have yet to be delivered to the customers as of October 31, 2025 and October 31, 2024 are reflected in the Company’s balance sheet as deferred revenues and were comprised of the following:

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Legal Matters

On June 17, 2021, the Company received a subpoena dated June 14, 2021, from the Atlanta Regional Office of the SEC requiring the production of certain documents and communications in connection with the treatment and results of various COVID-19 patients, as discussed in the Company’s Current Reports on Form 8-K filed with the SEC during the period from May 27, 2020 through May 11, 2021.

The Company fully cooperated with the SEC’s investigation.

On November 25, 2024, the SEC notified the Company that it had concluded its investigation and does not intend to recommend an enforcement action by the Commission against the Company.

Daniel Pepock and Tracy Yourke

The Company terminated the employment agreements with the former Sales Executives Daniel Pepock (“Pepock”) and Tracy Yourke (“Yourke”) effective June 30, 2022.

On August 22, 2022, Mr.

Yourke and the Company agreed to a material settlement term sheet (“Settlement”) which provided for the resolution and full settlement and release of all claims among the parties and for the Company to buy back all of the shares of common stock of the Company issued to and owned by Mr.

Pepock and Ms.

Yourke at the time of the Settlement (represented by Mr.

Pepock and Ms.

Yourke to be in excess of 124,000 shares) in exchange for a payment by the Company of $ 500,000 (“Purchase Price”).

In addition, the Company agreed to release Mr.

Pepock and Ms.

Yourke from their non-compete restrictions upon transfer of the shares to the Company.

Effective October 13, 2022, the parties executed a Confidential Settlement Agreement and Mutual General Release memorializing the terms of the Settlement.

Under the terms of the Settlement, the Company agreed to repurchase 124,000 shares of common stock for $ 500,000 .

On January 31, 2023, 124,000 shares were transferred to the Company and the Company paid the Purchase Price.

The shares received by the Company were immediately cancelled and returned to the Company’s treasury of authorized and unissued shares on February 3, 2023.

Albert Mitrani and Dr.

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As part of the settlement, Albert Mitrani and Dr.

Maria Ines Mitrani returned to the Company 682,161 and 481,831 shares of the Company’s common stock held by them respectively and the parties exchanged mutual releases.

Maria Ines Mitrani returned to the Company an aggregate of 1,164,742 shares of the Company’s common stock held by them respectively and the parties exchanged mutual releases.

Effective August 5, 2024, the Company entered into a settlement agreement with a prior consultant of the Company, pursuant to which it resolved various claims that had been brought by the Company against the consultants.

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The shares were returned to the Company in October 2024 and were redeposited back into the Company’s treasury of authorized and unissued shares.

Leider and Golub

The Company’s employment agreements with Dr.

Harry Leider, its former Chief Executive Officer and Dr.

Howard Golub, its former Chief Science Officer (“Employment Agreements”) had an initial term that ended May 31, 2024.

The Employment Agreements were not renewed and accordingly, the Employment Agreements expired and the employment of Drs.

Leider and Golub by the Company ended on May 31, 2024.

The Company’s employment agreement with Dr.

Harry Leider, its former Chief Executive Officer (“Leider Employment Agreement”) had an initial term that ended May 31, 2024.

The Leider Employment Agreement was not renewed and accordingly, the Employment Agreement expired and the employment of Dr.

Leider by the Company ended on May 31, 2024.

Effective August 12, 2024, the Company and Dr.

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Leider’s employment agreement.

On November 19, 2024, Howard Golub, M.D., (“Plaintiff”), filed a complaint in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida against the Company, alleging a breach of contract as a result of the Company’s failure to pay Plaintiff severance in the amount of $ 150,000 in connection with the non-renewal of the Plaintiff’s employment agreement with the Company.

The Company’s employment agreement Dr.

Howard Golub, its former Chief Science Officer (“Golub Employment Agreement”) had an initial term that ended May 31, 2024.

The Golub Employment Agreement was not renewed and accordingly, the Golub Employment Agreement expired and the employment of Dr.

Golub by the Company ended on May 31, 2024.

On November 19, 2024, Dr.

Golub (“Plaintiff”), filed a complaint in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida against the Company, alleging a breach of contract as a result of the Company’s failure to pay Plaintiff severance in the amount of $150,000 in connection with the non-renewal of Golub Employment Agreement.

Plaintiff is demanding judgment in the amount of $ 150,000 plus interest and attorney’s fees.

The Company is currently exploring its legal options and intends to vigorously defend against the lawsuit.

On August 15, 2025, the Company terminated the Sales Agreement for cause.

Exotropin filed a complaint (case No.

CACE-25-013178, in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida) against the Company for declaratory judgment on August 29, 2025, concerning the parties’ June 19, 2024, Amended and Restated Sales Representative Agreement, seeking declarations related to termination and the survival/enforceability of certain restrictive and other clauses.

On November 6, 2025, the Company moved to dismiss Exotropin’s complaint and to strike the jury demand pursuant to the agreement’s jury waiver.

The Company filed counterclaims on November 17, 2025, alleging, among other things, unjust enrichment tied to diverted sales, tortious interference with business relationships, and seeking imposition of a constructive trust, as well as recovery of attorneys’ fees and costs, with rights reserved to amend and supplement.

On January 7, 2026, Exotropin filed a First Amended Complaint adding claims for breach of contract and breach of fiduciary duty and seeking injunctive and monetary relief.

Pleadings and motion practice remain in progress.

Discovery is ongoing;

no depositions have been taken to date.

The Company denies Exotropin’s allegations and disputes Exotropin’s entitlement to any relief.

The Company continues to evaluate its legal options and intends to protect its rights under the Sales Agreement.

In June 2025, BioXtek sought to terminate the Binding MOU and the Joint Venture for alleged breaches by the Company, which the Company contested.

As the Company and BioXtek were not able to amicably resolve the dispute, on December 17, 2025, the Company commenced an action against BioXtek (case No.

CACE-25-019364, in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida) and an amended complaint on January 5, 2026, asserting claims for breach of contract and implied covenant, fraudulent inducement, violation of the Florida Deceptive Unfair Trade Practices Act, equitable accounting, and declaratory judgment.

The Company seeks damages expectancy/consequential losses, equitable relief, and fees.

The Clerk of the Court issued a Summons for BioXtek, but BioXtek has not been served with the Summons and Amended Complaint.

Therefore, BioXtek’s response to the Amended Complaint is not yet due.

The case is pending.

The Company continues to evaluate its legal options and intends to protect its rights under the Binding MOU and the Joint Venture.

In addition to the foregoing, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.

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Proceeds from insurance claim

NOTE 16 – ACQUISITION OF BIOLUMINA ASSETS

On June 25, 2025 (“Closing Date”), the Company entered into a stock purchase agreement with BioLumina, LLC (“BIO”), a Delaware limited liability company, and all of its members (each a “Member” and collectively “Members”), whereby the Company acquired all of the outstanding membership interests of BIO (“Acquisition”) held by the Members for a total purchase price of $ 200,000 (“Purchase Price”).

The assets of BIO at the time of the Acquisition consisted primarily of finished goods inventory valued at $200,000 (“Inventory”) of which $23,000 was on hand and the remaining $177,000 (reflected as prepaid expenses in the unaudited balance sheet at July 31, 2025) is to be delivered by October 31, 2025, certain intellectual property consisting of various trademarks applications that have been submitted and are pending review and approval, and certain software platforms used to process product sales orders.

At the time of the Acquisition, BIO’s historical cumulative sales were less than $50,000.

The Company treated the purchase of BIO as an acquisition of assets.

The Company did not assign any value to the intellectual property.

Inventory was valued at the lower of replacement cost or the portion of the Purchase Price allocated towards inventory.

The Purchase Price is to be paid as follows:

A $25,000 cash payment (the “Cash Purchase Price”), paid on the Closing Date to the Members pro rata ;

30,000 restricted shares of the Company’s common stock valued at $ 75,000 (the “Zeo Shares”) issued on the Closing Date, to the Members, pro rata ;

with respect to which the Members will be accorded (1) piggyback registration rights under the Securities Act of 1933, as amended and (2) a right to put their Zeo Shares back to the Company on the first anniversary of Closing (the “True Up Date”) at a price of $2.50 per share ($75,000 in the aggregate);

A royalty, payable to the Members, pro rata , equal to 10% of the gross cash proceeds (excluding shipping, handling, returns and credits) received by the Company from the sale of BIO’s Inventory acquired at closing (the “Product”) during the first year following the Closing Date, up to a maximum of $100,000 (the “Royalty”) which Royalty will be payable to the Members, pro rata , within 5 business days of the True-Up Date.

In the event the Royalty amount as of the True-Up Date is less than $100,000 (a “Shortfall”), then the Company agrees to pay the Members, pro rata , a cash payment in the amount of the Shortfall within 90 days after the True-Up Date.

In addition, the Members shall have the option, to apply their pro rata share of the Royalty (inclusive of any Shortfall), to the purchase of additional restricted shares of the Company’s common stock at purchase price equal to 75% of the average closing trading price of the common stock for the 5 trading days immediately prior to the True-Up Date, provided however that in no event shall the purchase price be lower than $2.50 per Share.

In connection with the Acquisition, the Company recorded an obligation of $16,500 representing the difference in the fair value of the ZEO Shares on the Closing Date ($58,500) and the amount that the Company has agreed to provide in the event of a Shortfall.

At October 31, 2025, the Company recorded an additional obligation of $ 2,000 to reflect the loss in the fair value of the ZEO Shares from the Closing Date.

NOTE 17 – SEGMENT INFORMATION

The Company operates and manages its business as one reportable and operating segment.

The measure of segment assets is reported on the balance sheet as total assets.

The Company’s Chief Executive Officer, who is also the CODM reviews financial information presented and decides how to allocate resources based on net income (loss).

Net income (loss) is used for evaluating financial performance.

Significant segment expenses include research and development, salaries, insurance, and stock-based compensation.

Operating expenses include all remaining costs necessary to operate our business, which primarily include external professional services and other administrative expenses.

The following table presents the significant segment expenses and other segment items regularly reviewed by our CODM for the years ended October 31, 2025 and 2024.

Schedule of significant segment expenses

Cost of goods sold

Salaries & consulting fees

Professional fees

Stock based compensation

Research & development

Office expenses & other

Other income (expenses), net

NOTE 18 – SUBSEQUENT EVENTS

Series C Preferred Shares

During December 2024, Skycrest requested that it be allowed to transfer the 50 shares of Series C Preferred Shares of the Company it holds to Ian T.

Bothwell, the Company’s Interim Chief Executive Officer and Chief Financial Officer (“Transfer”).

In December 2024, the Board of Directors of the Company approved the Transfer and the Transfer was completed.

Private Offering – Common Stock and Warrants

From November 2025 to January 2026, the Company sold 4.8 Units to 8 investors for an aggregate purchase price of $ 1,200,000 in a private transaction pursuant to the exemption from registration afforded by Section 4(a)(2) of Rule 506(b) of Regulation D under the Securities Act of 1933, as amended.

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 300,000 shares of common stock and 300,000 warrants to purchase shares of common stock.

Common Stock and Warrant Awards

On January 14, 2026, pursuant to the Company’s 2021 Incentive Stock Plan (“Incentive Plan”), the Company’s Compensation Committee (“Comp Board”) awarded 175,000 shares of Zeo common stock to Ian Bothwell, the Company’s Chief Executive Officer and 175,000 shares of the Company’s common stock to Dr.

George Shapiro, the Company’s Chief Medical Officer.

In addition, pursuant to the Incentive Plan, the Comp Committee approved the granting of options to certain employees to purchase 42,500 shares of its common stock.

The options exercise price is $ 2.66 per share, the trading price of the Company’s common stock on the date of the grant, vest on the one-year anniversary of the grant, and expire five years from the date of grant.

The Comp Board also approved the grant of 175,000 shares of common stock of the Company to Greyt Ventures LLC, a principal shareholder of the Company in consideration of consulting services rendered to the Company.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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-K

Item 8. Financial Statements and Supplementary Data