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Item 9A. Controls and Procedures

2026-01-29 compared with 2025-01-29 · 258 added, 105 removed, 345 unchanged (51% of the section changed)

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Management’s Report on Internal Control Over Financial Reporting

Our management (currently Ian Bothwell, our Interim Chief Executive Officer and Chief Financial Officer) is responsible for establishing and maintaining adequate internal control over financial reporting.

Our management (currently Ian Bothwell, our Chief Executive Officer and Chief Financial Officer) is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act, as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

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Other Information.

(b) During the fiscal quarter ended October 31, 2024, none of our officers or directors, as defined in Rule

16a-1(f), informed us of the adoption, modification or termination of any “Rule 10b5-1 trading arrangement” or a “non-Rule

10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.

The Company has adopted insider trading

policies and procedures governing the purchase, sale and/or other dispositions of our securities by directors, officers, employees, and

the Company itself, that are reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards.

During the fiscal quarter ended October 31, 2024, the Company

has not adopted , modified or terminated any “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,”

as those terms are defined in Item 408 of Regulation S-K.

Directors, Executive Officers and Corporate Governance.

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Director or Officer Since:

Interim Chief Executive Officer Chief Financial Officer and Director

Chief Executive Officer Chief Financial Officer and Director

November 4, 2016

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February 7, 2019

Kisiday, Ph.D.

Chief Science Officer

January 23, 2026

Director – Chairman of the Board

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Bothwell previously served as a member of the board of directors of the Company from March 8, 2017 until his resignation in April 2018, when the Company executed a Plan and Agreement of Reorganization.

Bothwell serves as the Interim Chief Executive Officer (since June 1, 2024) and Chief Financial Officer of the Company (since November 4, 2016).

Bothwell has served as the Chief Executive Officer since December 24, 2025 and served as the Interim Chief Executive Officer from June 1, 2024 through December 23, 2024 and Chief Financial Officer of the Company since November 4, 2016.

In addition, he previously served as Interim Chief Executive Officer of the Company from November 22, 2022, until June 6, 2023.

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Shapiro is currently a cardiologist in private practice.

Chuck Bretz became a director of the Company and Vice Chairman of the Board on September 23, 2022.

Bretz has been a practicing attorney for the last 40 years in both the private and public sectors.

Kisiday, Ph.D.

, who joined the

Company as its Chief Science Officer in January 2023, has almost 30 years of experience in the development and translation of tissue-engineering

and regenerative-medicine therapies.

His work includes therapies based on cells, biomaterials, and drugs intended for orthopedic applications.

He has broad expertise in basic research, autologous cell-therapy development, multidisciplinary scientific collaboration, and the generation

and critical evaluation of high-quality scientific data.

From September 2022 until joining ZEO, Dr.

Kisiday served as an independent scientific

consultant, advising companies engaged in orthobiologics and biomaterials for delivery of drugs and/or cells.

Concurrently, Dr.

served as an Adjunct Professor in the Department of Chemical Engineering at the University of Wyoming where he taught courses in biomaterials

and biotransport, supervised research, and developed proposals for the use of microparticle scaffolds for cell and drug delivery.

2005 to September 2022, Dr.

Kisiday held faculty appointments in the Department of Clinical Sciences at Colorado State University, where

he advanced from Assistant Professor to Associate Professor with tenure.

His academic work focused on mesenchymal stromal cell and connective

tissue cell expansion and differentiation, orthobiologics, cartilage tissue engineering, and mechanobiology.

During his tenure, he oversaw

research programs, supervised research personnel, and produced peer -reviewed publications and conference presentations.

Kisiday received

in Biological Engineering from the Massachusetts Institute of Technology, an M.S.

in Mechanical Engineering from the University

of California, Berkeley, and a B.S.

in Engineering Sciences from Rutgers University.

Chuck Bretz became a director of

the Company and Vice Chairman of the Board on September 23, 2022 and subsequently became Chairman of the Board.

Bretz has been a practicing attorney for the last

40 years in both the private and public sectors.

Since 1999, Mr.

Bretz, has been a principal of the Joliet, Illinois law firm he founded, which is now known as Chuck Bretz & Associates, P.C.

The firm advises various businesses in multiple commercial and real estate matters.

Bretz is also currently actively involved in advising entrepreneurs across the country in structuring and negotiating business and real estate transactions.

Bretz, has been a principal of the Joliet, Illinois law firm

he founded, which is now known as Chuck Bretz & Associates, P.C.

The firm advises various businesses in multiple commercial and

real estate matters.

Bretz is also currently actively involved in advising entrepreneurs across the country in structuring

and negotiating business and real estate transactions.

Gurvinder Pal Singh joined our Board of Directors on September 23, 2022, has over 35 years of professional experience in business strategy, corporate finance and financial accounting covering varied areas such as mergers and acquisitions, statutory compliance, capital raising, budgeting and internal controls, audit, financial management, risk management, investor relations and tax planning.

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Executive officers, directors and greater than 10% stockholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that all filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with under Section 16 of the Exchange Act during the fiscal year ended October 31, 2024 and up through the date of this Annual Report, except that Mr.

Albert Mitrani and Dr.

Maria Ines Mitrani, former directors and executive officers of the Company have not filed Form 4 reports with respect to 682,161 and 481,831 of our common stock held by them, respectively, which was returned to the Company on November 14, 2023, in connection with the settlement of various claims the Company had against the Mitranis.

Based solely on our review of the copies of such

forms received by us, or written representations from certain reporting persons, we believe that all filing requirements applicable

to our officers, directors and greater than 10% beneficial owners were complied with under Section 16 of the Exchange Act

during the fiscal year ended October 31, 2025 and up through the date of this Annual Report except as follows:

4 for Skycrest Holdings, LLC, a former principal stockholder of the Company, reporting the

acquisition of shares of our common stock, which filings were due on June 11, 2025 and June

23, 2025, were filed on June 12, 2025 and June 24, 2025, respectively, due to administrative

Form 4 for Wendy Grey, a principal stockholder of the Company, reporting the acquisition

of shares of our common stock, which filing was due on May 12, 2025, was filed on May 16,

2025, due to an administrative oversight.

Rule 10b5-1 Trading Arrangements

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SUMMARY COMPENSATION TABLE

and Principal Position

Name and Principal Position

Incentive Plan

Consideration

Chief Executive Officer (1)

Total Actually

Chief Executive Officer and Chief Financial Officer (1)

Acting Chief Executive Officer (3)

Chief Science Officer and Executive Vice President (4)

Harry Leider, MD

Former Chief Executive Officer (2)

George Shapiro,

Medical Officer (5)

Chief Executive Officer (6)

Chief Medical Officer (3)

Peter Everts,

Chief Science Officer (4)

Ron Borsheim,

Chief Sales Officer - Aesthetics (5)

Bothwell has served as Chief Executive Officer since December 2025 and served as Interim Chief Executive officer from June 1, 2024 thru December 13, 2024 and Chief Financial Officer of the Company since November 4, 2016.

From November 22, 2022, through June 6, 2023, he served as Interim Chief Executive Officer.

During the year ended October 31, 2025, Mr.

Bothwell received an option to purchase 55,000 shares of common stock of the Company with an aggregate grant value of $157,300.

During the year ended October 31, 2024, Mr.

Bothwell received an option to purchase 125,000 shares of common stock of the Company with an aggregate grant value of $293,750, of which 83,333 options ($195,833) and 24,306 options ($59,487) vested for the years ended October 31, 2025 and 2024, respectively.

See Note 13 to the October 31, 2025 audited consolidated financial statements for a description of the assumptions used in determining the value of the options granted.

Leider served as Chief Executive Officer of the Company from June 6, 2023 until May 31, 2024.

During the year ended October 31, 2023, Dr.

Leider received an option to purchase 285,000 shares of common stock of the Company with an aggregate grant value of $684,000, of which 55,417 options ($133,000) and 39,583 options ($95,000) was vested for the years ended October 31, 2024 and 2023, respectively.

During the year ended October 31, 2024, 55,417 options ($133,000) to purchase shares of common stock of the Company awarded to Dr.

Leider during the year ended October 31, 2023 vested.

See Note 13 to the October 31, 2024 audited consolidated financial statements for a description of the assumptions used in determining the value of the options granted.

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Leider that were vested amounting to 95,000 at the time of the expiration of his employment agreement, were not exercised by August 31, 2024 as required under the Incentive Plan, and as a result expired.

Bothwell has served as Interim Chief Executive officer since June 1, 2024 and Chief Financial Officer of the Company since November 4, 2016.

From November 22, 2022, through June 6, 2023, he served as Interim Chief Executive Officer.

During the year ended October 31, 2024, Mr.

Bothwell received an option to purchase 125,000 shares of common stock of the Company with an aggregate grant value of $293,750, of which 24,306 options ($133,000) was vested for the year ended October 31, 2024.

See Note 13 to the October 31, 2024 audited consolidated financial statements for a description of the assumptions used in determining the value of the options granted.

Matthew Sinnreich served as Acting Chief Executive Officer and Chief Operating Officer of the Company from July 21, 2022 to September 23, 2022 and as Acting Chief Executive Officer and President from September 23, 2022 to November 22, 2022, when he resigned.

Sinnreich was also issued 120,000 shares of common stock of the Company in lieu of any cash salary during his first year of employment with an aggregate grant value of $823,200, of which 7,233 ($49,618) was vested for the year ended October 31, 2023.

In July 2023, Mr.

Sinnreich paid the Company $50,000 and returned to the Company all shares and options to purchase shares previously issued in connection with his employment agreement.

Golub served as Vice President and Chief Science Officer of the Company from June 6, 2023 until May 31, 2024.

During the year ended October 31, 2023, Dr.

Golub was issued a warrant to purchase 250,000 shares of common stock of the Company with an aggregate grant value of $600,000, of which 145,833 warrants ($350,000) and 104,167 warrants ($250,000) was vested for the years ended October 31, 2024 and 2023, respectively.

See Note 13 to the October 31, 2024 audited consolidated financial statements for a description of the assumptions used in determining the value of the options granted.

All options issued to Dr.

Golub that were vested amounting to 250,000 at the time of the expiration of his employment agreement, were not exercised by August 31, 2024 as required under the Incentive Plan, and as a result expired.

George Shapiro has served as the Chief Medical Officer of the Company since September 2018.

During the year ended October 31, 2025, Dr.

Shapiro received an option to purchase 125,000 shares of common stock of the Company with an aggregate grant value of $293,750, of which 24,306 options ($133,000) was vested for the year ended October 31, 2024.

Shapiro received an option to purchase 55,000 shares of common stock of the Company with an aggregate grant value of $157,300.

During the year ended October 31, 2024, Dr.

Shapiro received an option to purchase 125,000 shares of common stock of the Company with an aggregate grant value of $293,750, of which 83,333 options ($195,833) and 24,306 options ($59,487) vested for the years ended October 31, 2025 and 2024, respectively.

See Note 13 to the October 31, 2024 audited consolidated financial statements for a description of the assumptions used in determining the value of the options granted.

Albert Mitrani served as Chief Executive Officer from September 2019 until July 21, 2022 when he stepped down from that position and assumed the position of Executive Vice President of Sales.

Mitrani was terminated in May 2023.

Leider received benefits totaling approximately $7,199 and $4,383 during fiscal years ended October 31, 2024 and 2023, respectively.

Peter Everts served as Chief Science Officer of the Company from February 1, 2025 until August 1, 2025.

In connection with Dr.

Everts’ employment agreement, Dr.

Everts was issued a warrant to purchase 25,000 shares of common stock of the Company with an aggregate grant value of $77,125, of which 6,250 warrants ($19,281) of costs were amortized for the year ended October 31, 2025.

See Note 13 to the October 31, 2025 audited consolidated financial statements for a description of the assumptions used in determining the value of the options granted.

As a result of Dr.

Everts’ resignation, all options issued to Dr.

Everts in connection with his employment agreement, were forfeited.

Ron Borsheim served as Chief Sales Officer – Aesthetics of the Company from April 1 2025 until November 30, 2025.

In connection with Mr.

Borsheim’s employment agreement, Mr.

Borsheim was issued a warrant to purchase 40,000 shares of common stock of the Company with an aggregate grant value of $100,000, of which 11,667 warrants ($29,167) of costs were amortized for the year ended October 31, 2025.

See Note 13 to the October 31, 2025 audited consolidated financial statements for a description of the assumptions used in determining the value of the options granted.

As a result of Mr.

Borsheim’s termination, all options issued to Mr.

Borsheim in connection with his employment agreement, were forfeited.

Leider received benefits totaling approximately $7,199 during the fiscal year ended October 31, 2024.

Effective August 12, 2024, the Company and Dr.

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Ian Bothwell received benefits totaling approximately $21,531 and $19,222 during fiscal years ended October 31, 2025 and 2024, respectively.

Albert Mitrani and his wife, Dr.

Mitrani, former Chief Science Officer of the Company received benefits totaling approximately $0 and $22,834 during fiscal years ended October 31, 2024 and 2023, respectively.

We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.

In response to Item 402(x)(1) of Regulation S-K, the Company does

not currently grant new awards of stock options, stock appreciation rights, or similar option-like instruments within four business days

before or one business day after the release of a Form 10-Q, 10-K, or 8-K that discloses material nonpublic information (MNPI).

the Company has no specific policy or practice on the timing of awards of such options in relation to the disclosure of MNPI by the Company.

In the event the Company determines to grant new awards of such options, the Board will evaluate the appropriate steps to take in relation

to the foregoing.

Executive Employment Agreement

Executive Employment Agreements

The Company is party to an executive employment agreement with Ian T.

Bothwell, our Interim Chief Executive Officer and Chief Financial Officer.

Bothwell, our Chief Executive Officer and Chief Financial Officer.

Bothwell’s executive employment agreement, as amended to date, provides for a term expiring on December 31, 2025, an annual base salary currently fixed at $250,000.

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and specified expense reimbursement allowances.

Kisiday, Ph.D.

The Company has entered into an employment agreement

Kisiday, Ph.D., our Chief Science Officer, effective January 23, 2026.

Kisiday’s Employment Agreement provides

for a base salary of $175,000.

Kisiday was also awarded a stock grant of 50,000 shares of common stock under our 2021 Incentive Plan.

The stock grant vests as to 20,000 shares on the first anniversary of the of the employment agreement and 30,000 shares on the second

anniversary of the employment agreement, contingent upon Dr.

Kisiday’s continued employment with the Company.

If he brings a commercially

viable new product and/or business opportunity to ZEO outside the existing scope of the Company’s current line of business, Dr.

Kisiday will be entitled to receive additional compensation therefor.

Kisiday’s 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.

Kisiday’s employment without

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

Kisiday will be entitled to receive severance in an amount equal to one quarter (1/4) month’s salary for each successive three (3)

months of employment completed.

Outstanding Equity Awards at Fiscal Year-End

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The maximum aggregate number of shares that may be issued pursuant to all Awards was 1,250,000 shares.

On June 6, 2023, the Company approved an increase in the number of shares of the Company’s common stock reserved for issuance under the Company’s 2021 Plan from 1,250,000 shares to 2,500,000 shares.

On June 6, 2023, the Company’s board of directors and stockholders holding a majority of the Company’s voting power, approved an increase in the number of shares of the Company’s common stock reserved for issuance under the Company’s 2021 Plan from 1,250,000 shares to 2,500,000 shares.

The 2021 Plan is administered by (a) the board of the directors of the Company;

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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, 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.

Compensation of Directors Table

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Pursuant to that agreement, non-employee directors will be compensated for their services by the annual issuance of warrants to acquire up to 5,000 shares of the Company’s common stock at an exercise price equal to fair market value of the common stock as of the date of grant (the “ Director Warrants ”).

The Director Warrants shall be exercisable for a period of ten (10) years from the date of grant and shall vest in equal monthly installments of 416.67 shares, subject to continued service by the director as a member of the board of directors.

On May 8, 2025, under its Incentive Plan, the Board approved the granting of Director Warrants to purchase an aggregate 40,000 shares of its common stock.

28,000 of the options vest immediately and 12,000 of the options vest over a 5-month period, expire five years from the date of grant at an exercise price of $2.86 per share and had an aggregate fair value of $114,400 at the date of grant.

The Director Warrants are subject to continued service by the director as a member of the board of directors.

The agreement will also provide for indemnification of directors to the fullest extent permitted by Nevada law.

It is contemplated that non-executive directors will be granted a comparable amount of Director Warrants or stock options for each year of service.

The Company has not yet authorized or issued Director Warrants or stock options for the third year of service of its non-executive directors, which commenced on September 23, 2024.

The Company has not yet authorized or issued Director Warrants or stock options for the year of service of its non-executive directors, which commenced on September 23, 2025.

Non-employee directors are also reimbursed for out-of-pocket costs incurred in connection with attending meetings.

Other Issuances

On April 1, 2024, pursuant to the 2021 Plan, the Board awarded 125,000 and 62,500 shares of common stock to Jerry Glauser and Leatham Stern or their nominees, respectively (“ Stock Grants ”).

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

On July 11, 2024, pursuant to the 2021 Plan, the Board granted options to purchase 125,000 shares, 125,000 shares and 50,000 shares of common stock (“ Options ”) to Jerry Glauser, Leatham Stern and Chuck Bretz or their nominees, respectively.

The Options vest in equal monthly installments over a period of eighteen (18) months from the date of grant, subject to continued service to the Company.

Once vested, the Options are exercisable for a period of ten (10) years from the date of grant at an exercise price of $2.35 per share (subject to adjustment for stock splits, stock dividends and similar recapitalization events) and are subject to the other terms of the 2021 Plan.

Code of Ethics

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Ian Bothwell (3)

Interim Chief Executive Officer and Chief Financial Officer and Director

Chief Executive Officer and Chief Financial Officer and Director

George Shapiro (4)

Chief Medical Officer and Director

Kisiday, Ph.D.

Chief Science Officer

Chuck Bretz (5)

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Bhupendra Kumar Modi (10)

Gary Kompothecras (11)

Skycrest Holdings LLC (11)

Less than 1%.

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Each Series C Preferred Share entitles the holder to 51.0% of the combined voting power of the Company’s capital stock and an aggregate of 51.0% for all 100 Series C Preferred Shares outstanding, notwithstanding the number of shares of common stock outstanding.

Includes vested warrants to purchase 37,500 shares of common stock of the Company, vested options to purchase 195,139 shares of common stock of the Company under the Plan, options to purchase 13,889 shares of common stock of the Company under the Plan that vest within sixty (60) days of January 28, 2025 and 50 Series C Preferred Shares.

Includes vested options to purchase 60,889 shares of common stock of the Company under the Plan and options to purchase 13,889 shares of common stock of the Company under the Plan that vest within sixty (60) days of January 28, 2025.

Includes vested options to purchase 28,056 shares of common stock of the Company under the Plan and options to purchase 13,889 shares of common stock of the Company under the Plan that vest within sixty (60) days of January 28, 2025.

Includes vested options to purchase 55,139 shares of common stock of the Company under the Plan and options to purchase 13,889 shares of common stock of the Company under the Plan that vest within sixty (60) days of January 28, 2025.

Includes vested warrants to purchase 37,500 shares of common stock of the Company, vested options to purchase 330,000 shares of common stock of the Company under the Plan and 50 Series C Preferred Shares.

Includes vested options to purchase 195,750 shares of common stock of the Company under the Plan.

Includes vested options to purchase 70,000 shares of common stock of the Company under the Plan.

Includes vested options to purchase 145,000 shares of common stock of the Company under the Plan.

Includes 125,000 shares of common stock held of record by Stearn Enterprises LLC, of which Mr.

Stearn is the sole beneficial owner.

Includes vested options to purchase 145,000 shares of common stock of the Company under the Plan.

Includes vested options to purchase 20,000 shares of common stock of the Company under the Plan.

20533 Biscayne Blvd., Suite 648, Aventura, FL 33180.

Represents 250,000 shares of common stock, vested warrants to purchase 876,389 shares of common stock, warrants to purchase 38,889 shares of common stock of the Company that vest within sixty (60) days of January 28, 2025 and 50 Series C Preferred Shares held of record by Greyt Ventures LLC, of which Ms.

Represents 250,000 shares of common stock, vested warrants to purchase 1,155,000 shares of common stock and 50 Series C Preferred Shares held of record by Greyt Ventures LLC, of which Ms.

Wendy Grey is the sole member and manager.

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Modi is the sole beneficial owner

6910 Point of Rocks Rd., Sarasota, FL 34242.

Represents 250,000 shares of common stock and warrants to purchase 83,333 shares of common stock held of record by Gary Kompothecras and Elizabeth Kompothecras Joint Tenants By Entireties.

812 Meridian Lane, Hollywood FL 33020.

Represents 461,371 shares of common stock held of record by Skycrest Holdings, LLC, of which Louis Birdman is the managing member.

The Company has not received any other filings by a third party indicating beneficial ownership of more than 5% of our outstanding voting capital stock that are not listed herein.

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Plan category

Number of securities to be issued upon exercise of outstanding options, warrants and rights

Weighted-average exercise price of outstanding options, warrants and rights

Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Board Stock Compensation Plan(1)

securities to

be issued upon

average exercise

securities remaining

available for

future issuance

compensation plans

(excluding securities

Board Stock Compensation

2021 Equity Incentive Plan (2)

The Company is no longer using the Board Stock Compensation Plan to compensate its non-executive directors.

As of October 31, 2025

Certain Relationships and Related Transactions and Director Independence.

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Once our board of directors is comprised of a majority of independent directors, we anticipate that such transactions will require approval or ratification by a majority of our independent directors or a committee of the board of directors consisting of independent directors.

Reimbursements

In connection with Mr.

Bothwell’s executive employment agreement, the Company agreed to reimburse Rover Advanced Technologies, LLC (“ Rover ”), a company owned and controlled by Mr.

Bothwell for office rent and other direct expenses (phone, internet, copier and direct administrative fees, etc.) totaling $0 and $41,648 for the years ended October 31, 2024 and 2023, respectively.

Advances by Executive Officer

Manuel Iglesias, the Company’s former Chief Executive Officer, and/or his affiliates (“ Iglesias ”) previously advanced funds to the Company to pay for certain expenses of the Company.

At October 31, 2023, advances payable to Iglesias were $221,000.

The advances were 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 Iglesias to enforce a claim to collect the advances.

As a result, the Company wrote-off the full balance of the advances payable to Iglesias of $221,000.

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

Interests in Affiliated Entities

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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 and Exotropin also have entered into arrangements and intend to continue to collaborate on future opportunities on a case-by-case basis in connection with the development, sales and/or distribution of products.

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

On August 15, 2025, the Company provided Exotropin with formal notice of termination of the Sales Agreement for cause.

Sales to Related Parties

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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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Financial Statement Schedules are omitted because the information required is not applicable or the required information is shown in the financial statements or notes thereto.

Articles of Incorporation of Zeo ScientifiX, Inc., as amended and restated as of the date of this Report (filed herewith)

Plan and Agreement of Reorganization, dated April 23, 2018, between Management and Business Associates, LLC and Biotech Products Services and Research, Inc.

(Filed as an exhibit to the Registrant’s Form 8-K filed on April 26, 2018 and incorporated by reference herein)

Articles of Incorporation, as amended (Filed as an exhibit to Registration Statement on Form S-1 filed on September 4, 2012 (File No:

333-183710) and incorporated by reference herein)

Certificate of Amendment to the Articles of Incorporation (Filed as an exhibit to Form 8-K filed on November 3, 2015 and incorporated by reference herein)

Amendment to the Certificate of Incorporation of Biotech Products Services and Research, Inc., filed with the Secretary of State of Nevada on July 22, 2017, effective July 10, 2017 (Filed as an exhibit to Form 10-K for the fiscal year ended October 31, 2017 filed on July 7, 2018 and incorporated by reference herein)

Series A Non-Convertible Preferred Stock Certificate of Designation, effective November 1, 2016 (Filed as an exhibit to the Registrant’s Form 8-K filed on November 3, 2016 and incorporated by reference herein)

Amendment to Certificate of Designation of Series A Non-Convertible Preferred Stock of Biotech Products Services and Research, Inc.

(Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)

Series B Convertible Preferred Stock Certificate of Designation, effective November 1, 2016 (Filed as an exhibit to the Registrant’s Form 8-K filed on November 3, 2016 and incorporated by reference herein)

Amendment to the Certificate of Incorporation of Biotech Products Services and Research, Inc., filed with the Secretary of State of Nevada on May 21, 2018, effective June 20, 2018 (Filed as an exhibit to the Registrant’s Form 10-K filed on November 1, 2018 and incorporated by reference herein)

Certificate of Correction filed with the Secretary of State of Nevada on June 18, 2018 (Filed as an exhibit to the Registrant’s Form 10-K filed on November 1, 2018 and incorporated by reference herein)

Certificate of Withdrawal filed with the Secretary of State of Nevada on June 14, 2018 (Filed as an exhibit to the Registrant’s Form 10-K filed on November 1, 2018 and incorporated by reference herein)

Amended and Restated By-laws of Biotech Products Services and Research, Inc.

(Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)

Second Amended and Restated By-laws of Biotech Products Services and Research, Inc.

(Filed as an exhibit to the Registrant’s Form 8-K filed on December 18, 2017 and incorporated by reference herein)

Certificate of Amendment to the Articles of Incorporation filed with the Secretary of State of Nevada on June 24, 2020, effective June 24, 2020.

(Filed as an exhibit to Form 8-K filed on July 14, 2020 and incorporated by reference herein)

Certificate of Designation of Series C Non-Convertible Preferred Stock (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Second Amended and Restated Bylaws (as amended effective August 19, 2021) (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Stock Purchase Agreement dated October 30, 2015 between Biotech Products Services and Research, Inc.

and John Goodhew (Filed as an exhibit to Form 8-K filed on November 3, 2015 and incorporated by reference herein)

Series A Non-Convertible Preferred Stock Share Exchange Agreement, dated November 1, 2016, between Biotech Products Services and Research, Inc.

and Albert Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on November 3, 2016 and incorporated by reference herein)

Series B Convertible Preferred Stock Share Exchange Agreement, dated November 1, 2016, between Biotech Products Services and Research, Inc.

and Albert Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on November 3, 2016 and incorporated by reference herein)

Employment Agreement, dated November 4, 2016, between Biotech Products Services and Research, Inc.

and Albert Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein)

Employment Agreement, dated November 4, 2016, between Biotech Products Services and Research, Inc.

Bruce Werber (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein)

Amendment No.1, dated March 8, 2017, to Employment Agreement, dated November 4, 2016, between Biotech Products Services and Research, Inc.

Bruce Werber (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)

Employment Agreement, dated November 4, 2016, between Biotech Products Services and Research, Inc.

Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein)

1 unchanged sentence

Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)

Employment Agreement, dated November 4, 2016, between Biotech Products Services and Research, Inc.

Maria Ines Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein)

Amendment No.1, dated March 8, 2017, to Employment Agreement, dated November 4, 2016, between Biotech Products Services and Research, Inc.

Maria Ines Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)

Employment Agreement, dated March 8, 2017, between Biotech Products Services and Research, Inc.

and Terrell Suddarth (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)

Warrant, dated November 4, 2016, issued to Dr.

Bruce Werber (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein)

Warrant, dated November 4, 2016, issued to Ian T.

Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein)

Warrant, dated November 4, 2016, issued to Dr.

Maria Ines Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on November 14, 2016 and incorporated by reference herein)

Warrant, dated March 8, 2017, from Biotech Products Services and Research, Inc.

Bruce Werber (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)

Warrant, dated March 8, 2017, from Biotech Products Services and Research, Inc.

Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)

Warrant, dated March 8, 2017, from Biotech Products Services and Research, Inc.

Maria Ines Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)

Warrant, dated March 8, 2017, from Biotech Products Services and Research, Inc.

to Terrell Suddarth (Filed as an exhibit to the Registrant’s Form 8-K filed on March 15, 2017 and incorporated by reference herein)

Form of the Securities Purchase Agreement, dated March 29, 2017, by and among Biotech Products Services and Research, Inc., each of its Subsidiaries, the Agent, LLC, Dr.

Bruce Werber and Ian T.

Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on April 3, 2017 and incorporated by reference herein)

Form of the 10% Original Issue Discount Convertible Secured Promissory Note and Guarantee, dated March 29, 2017, of Biotech Products Services and Research, Inc.

(Filed as an exhibit to the Registrant’s Form 8-K filed on April 3, 2017 and incorporated by reference herein)

Form of the Security Agreement, dated March 29, 2017, by and among Biotech Products Services and Research, Inc., each of its Subsidiaries, and the Agent (Filed as an exhibit to the Registrant’s Form 8-K filed on April 3, 2017 and incorporated by reference herein)

Form of the Intellectual Property Security Agreement, dated March 29, 2017, by and among Biotech Products Services and Research, Inc., and each of its, Subsidiaries, and the Agent (Filed as an exhibit to the Registrant’s Form 8-K filed on April 3, 2017 and incorporated by reference herein)

Form of the Subsidiary Guarantee, dated March 29, 2017, by and among Biotech Products Services and Research, Inc.

and each of its Subsidiaries (Filed as an exhibit to the Registrant’s Form 8-K filed on April 3, 2017 and incorporated by reference herein)

Employment Agreement, dated as of May 1, 2017, by and between Peter Taddeo and Mint Organics Inc.

(Filed as an exhibit to the Registrant’s Form 8-K filed on May 23, 2017 and incorporated by reference herein)

Lease Agreement, dated May 23, 2017, by and between Sunwest Office Park, LLC and Anu Life Sciences, Inc.

(Filed as an exhibit to the Registrant’s Form 8-K filed on May 23, 2017 and incorporated by reference herein)

Asset Purchase Agreement, dated February 5, 2018, by and among Vera Acquisition, LLC, Anu Life Sciences, Inc., Biotech Products Services and Research, Inc.

and Controlling Stockholders, and General Surgical Florida, Inc.

(Filed as an exhibit to the Registrant’s Form 8-K filed on February 9, 2018 and incorporated by reference herein)

Distribution Agreement, dated February 5, 2018, by and between Vera Acquisition, LLC, and Biotech Products Services and Research, Inc.

(Filed as an exhibit to the Registrant’s Form 8-K filed on February 9, 2018 and incorporated by reference herein)

Separation and General Release Agreement, dated April 6, 2018, by and between Peter Taddeo, and Mint Organics, Inc., Mint Organics Florida, Inc., Biotech Products Services and Research, Inc.

Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on April 12, 2018 and incorporated by reference herein)

Share Purchase and General Release Agreement, dated April 6, 2018, by and between Peter Taddeo and Biotech Products Services and Research, Inc.

and Mint Organics, Inc.

(Filed as an exhibit to the Registrant’s Form 8-K filed on April 12, 2018 and incorporated by reference herein)

Amendment No.

1 unchanged sentence

Bothwell (Filed as an exhibit to the Registrant’s Form 8-K filed on April 12, 2018 and incorporated by reference herein)

Amendment No.

2, dated April 6, 2018, to Employment Agreement between Biotech Products Services and Research, Inc.

Mitrani (Filed as an exhibit to the Registrant’s Form 8-K filed on April 12, 2018 and incorporated by reference herein)

Form of Employment Agreement (Filed as an exhibit to the Registrant’s Form 8-K filed on April 26, 2018 and incorporated by reference herein)

Form of 2018 6% Convertible Debenture Issued by Biotech Products Services And Research, Inc., a Nevada corporation (Filed as an exhibit to the Registrant’s Form 10-K filed on November 1, 2018 and incorporated by reference herein)

Consulting Services Agreement effective as of March 30, 2020 between Assure Immune L.L.C and the Company (Filed as an exhibit to the Registrant’s Form 8-K filed on April 30, 2020 and incorporated by reference herein)

Amended and Restated Employment Agreement between Organicell Regenerative Medicine Inc.

and Albert Mitrani dated June 29, 2020 (Filed as an exhibit to the Registrant’s Form 10-K filed on October 16, 2020 and incorporated by reference herein)

Amended and Restated Employment Agreement between Organicell Regenerative Medicine Inc.

Maria Mitrani dated June 29, 2020 (Filed as an exhibit to the Registrant’s Form 10-K filed on October 16, 2020 and incorporated by reference herein)

Amended and Restated Employment Agreement between Organicell Regenerative Medicine Inc.

Bothwell dated June 29, 2020 (Filed as an exhibit to the Registrant’s Form 10-K filed on October 16, 2020 and incorporated by reference herein)

1 unchanged sentence

issued to Ian Bothwell dated February 26, 2020 (Filed as an exhibit to the Registrant’s Form 10-K filed on October 16, 2020 and incorporated by reference herein)

Warrant for the purchase of shares of common stock of Organicell Regenerative Medicine inc.

issued to Raymond Zoeller dated May 15, 2020 (Filed as an exhibit to the Registrant’s Form 10-K filed on October 16, 2020 and incorporated by reference herein)

2021 Equity Incentive Plan (Filed as an exhibit to the Registrant’s Registration Statement on Form S-8 (File No.

1 unchanged sentence

Exchange Agreement (Filed as an exhibit to the Registrant’s Form 8-K filed on November 2, 2021 and incorporated by reference herein)

Securities Purchase Agreement dated January 11, 2022 with AJB Capital Investment (Filed as an exhibit to the Registrant’s Form 10-K filed on February 14, 2022 and incorporated by reference herein)

Promissory Note dated January 11, 2022 made in favor of AJB Capital Investment (Filed as an exhibit to the Registrant’s Form 10-K filed on February 14, 2022 and incorporated by reference herein)

Stock Purchase Agreement with Skycrest Holdings, LLC (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Stock Purchase Agreement with Greyt Ventures LLC (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Stock Purchase Agreement with Beyond 100 FZE (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Stock Purchase Agreement with Smart Co.

4 unchanged sentences

Warrant issued to Greyt Ventures LLC (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Amendment to Albert Mitrani Employment Agreement (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Amendment to Dr.

Maria Ines Mitrani Employment Agreement (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Amendment to Ian T.

Bothwell Employment Agreement (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

of Warrant issued to Ian T.

Termination of Consulting Arrangement with Dr.

George Shapiro (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Form of Warrant to be issued to Ian T.

Bothwell and Dr.

George Shapiro in August 2022 (Filed as an exhibit to the Registrant’s

Form 8-K filed on August 23, 2022 and incorporated by reference herein)

George Shapiro (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Termination of Management and Consulting Performance Plan Awards (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Purchase Agreement between Organicell and Tysadco Partners LLC, dated September 1, 2022 (Filed as an exhibit to the Registrant’s Form 8-K filed on September 6, 2022 and incorporated by reference herein)

Registration Rights Agreement between Organicell and Tysadco Partners LLC, dated September 1, 2022 (Filed as an exhibit to the Registrant’s Form 8-K filed on September 6, 2022 and incorporated by reference herein)

Form of Director Services Agreement (Filed as an exhibit to the Registrant’s Form 8-K filed on September 27, 2022 and incorporated by reference herein)

Amendment to Dr.

Maria Ines Mitrani Employment Agreement, dated February 9, 2023 (Filed as an exhibit to the Registrant’s Form 10-K filed on February 14, 2023 and incorporated by reference herein)

Amendment to Albert Mitrani Employment Agreement, dated February 9, 2023 (Filed as an exhibit to the Registrant’s Form 10-K filed on February 14, 2023 and incorporated by reference herein)

Amendment to Ian Bothwell Employment Agreement, dated February 9, 2023 (Filed as an exhibit to the Registrant’s Form 10-K filed on February 14, 2023 and incorporated by reference herein)

Insider Trading Policy (Filed herewith)

Subsidiaries of the Registrant (filed herewith)

Agreement with Dr.

Harry Leider (Filed as an exhibit to the Registrant’s Form 8-K filed on June 6, 2023 and incorporated

by reference herein)

Agreement with Dr.

Howard Golub (Filed as an exhibit to the Registrant’s Form 8-K filed on June 6, 2023 and incorporated

by reference herein)

Employment Agreement with John D.

Kisiday, Ph.D.

(Filed as an exhibit to the Registrant’s Form 8-K filed on January 28, 2026 and

incorporated by reference herein)

Subsidiaries of the Registrant (Filed as an Exhibit to the Registrant’s Form 10-K filed on January 29, 2025 and incorporated by reference herein)

Consent of Weinberg & Company P.A.

13 unchanged sentences

ZEO SCIENTIFIX, INC.

Interim Chief Executive Officer, Chief Financial Officer

Chief Executive Officer, Chief Financial Officer

(Principal Executive, Financial and Accounting Officer)

1 unchanged sentence

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Interim Chief Executive Officer, Chief Financial Officer, Director

Chief Executive Officer, Chief Financial Officer, Director

January 29, 2026

(Principal Executive, Financial and Accounting Officer)

/s/ George Shapiro, M.D.

/s/ George Shapiro

Chief Medical Officer, Director

4 unchanged sentences

January 29, 2026

/s/ Gurvinder Pal Singh

/s/ Gurvinder Pal

January 29, 2026

7 unchanged sentences

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

What changed 10-K

Item 9A. Controls and Procedures