Exousia Pro Initiates Strategic Realignment, Acquires Controlling Stake in SEC-Reporter Lamy (LMMY) in All-stock Exchange Transaction for Exousia AI, to Advance Growth and Enhance Shareholder Value

Rhea-AI Summary

Exousia Pro (OTCID:MAJI) completed an all-stock transaction on Nov 17, 2025 transferring its subsidiary Exousia AI to LAMY (OTCID:LMMY) in exchange for approximately 51% of LMMY restricted common stock, making MAJI the controlling shareholder. MAJI also entered a licensing agreement with LMMY for annual fees and royalties tied to the exosome technology.

Post-transaction pro forma metrics: Authorized shares 100,000,000, Issued & outstanding 80,500,000, Restricted shares 77,973,000, Unrestricted float 2,527,000, and fully diluted float 7,777,000 (including 5,250,000 restricted shares set to lose restrictions in Q1 2026). LMMY intends to pursue a NASDAQ uplisting; MAJI may retain shares near-term and evaluate a share dividend in 2026.

Positive

• MAJI obtained approximately 51% of LMMY common stock, securing control
• Post-deal Issued & outstanding 80,500,000 shares provides clear capital structure
• Transaction places Exousia AI onto an SEC-reporting platform (LMMY) for audited access
• Agreement includes annual licensing fees and ongoing royalties to MAJI

Negative

• Current unrestricted float is only 2,527,000 shares, limiting near-term liquidity
• 77,973,000 restricted shares represent a highly restricted capital base
• 5,250,000 restricted shares scheduled to unlock in Q1 2026, increasing available supply
• Initial board/management of LMMY is concentrated: Matthew Dwyer as sole Officer and Director

ORLANDO, FLORIDA / ACCESS Newswire / November 17, 2025 / Exousia Pro, Inc. (OTCID:MAJI), a clinical-stage biotechnology company focused on advanced exosome-based delivery systems, today announced it has completed the initial stage of a strategic realignment by acquiring a controlling interest in LAMY, an SEC-reporting company (OTCID:LMMY), in exchange for Exousia Pro's subsidiary, Exousia AI, Inc., in an all-stock transaction. Exousia Pro received approximately 51% of LMMY restricted Common Stock, positioning MAJI as the controlling shareholder of LMMY.

Strategic Rationale: Accelerating Growth Through Independence

The Exousia AI transaction with LMMY is the first strategic initiative in Exousia Pro's long-term plan to unlock significant value and establish its core divisions as independent, publicly traded entities. The sale addresses immediate operational and growth objectives:

• Enhanced Corporate Credibility: The transaction immediately places Exousia AI onto the LMMY platform, establishing it as an audited SEC Reporting Company. This essential step provides the necessary institutional credibility to pursue large-scale partnerships, collaborations, and capital that were previously unavailable due to MAJI's unaudited, non-reporting OTC status.

• Non-Dilutive Capital Access: By realigning Exousia AI to LMMY, a new, clean public platform is created specifically for Exousia AI to raise necessary expansion capital, ensuring this funding is non-dilutive to MAJI shareholders.

• Recruitment and Branding: The new platform allows Exousia AI to operate independently of MAJI's former trade name ("Marijuana Inc."), thereby eliminating brand constraints that previously hindered efforts to attract top-tier talent, certain institutional partners and significant capital sources.

MAJI Benefits: Maximizing Value and Future Uplisting Potential

Exousia Pro has structured the sale to retain significant long-term value and strategic control:

• Substantial Equity and Influence: MAJI has received approximately 51% of the shares of LMMY, thereby securing its position as the largest shareholder of LMMY and ensuring continued influence over the direction and utilization of the core exosome technology.

• Officer and Directors: Matthew Dwyer, President of MAJI shall be the initial sole Officer and Director of LMMY; Mr. Dwyer will continue to perform his obligations with MAJI.

• Recurring Revenue Stream: MAJI has entered into a licensing agreement with LMMY, providing for annual licensing fees and ongoing royalties based on the future commercial success of the technology to be exploited by LMMY through Exousia AI.

• Tangible Valuation: LMMY's status as an SEC Reporting Company provides a clear public platform for a fairer, tangible valuation of the Glioblastoma and cancer treatment intellectual property, directly benefiting MAJI's shareholders in this division.

• Pathway to Senior Exchange: LMMY intends to begin the process of pursuing a NASDAQ uplisting as its partnerships and capital evolve. This will further validate the underlying technology and enhance MAJI's equity stake.

• Non-Dilutive Financing Lever: The LMMY shares are a critical, non-dilutive asset that can be strategically leveraged to secure financing for MAJI's own corporate objectives, including its plan to pursue its own uplisting to a higher exchange.

Forward-Looking Share Strategy

The LMMY shares will be retained by MAJI in the near term to support the company's strategic goals, including leveraging the shares to pursue non-dilutive capital initiatives and to meet the requirements for MAJI's planned uplisting to a higher exchange such as NASDAQ. Management will evaluate the possibility of a share dividend as part of its 2026 roadmap, which also includes additional planned mergers for other operating divisions.

Post-Merger Capital Structure of LMMY (Pro Forma)

Metric	Amount	Notes
Authorized Shares	100,000,000
Issued and Outstanding	80,500,000	Following satisfaction of contractual obligations.
Restricted Shares	77,973,000	Includes MAJI's holding.
Unrestricted Shares	2,527,000	Current Float.
Fully Diluted Float	7,777,000	Includes 5,250,000 restricted shares set to lose restrictions in Q1 2026.

"This transaction represents a strategic acceleration for both organizations," stated Matt Dwyer, President of Exousia Pro, Inc. "This transaction also immediately unlocks Exousia AI's full potential by placing it onto a clean, SEC-reporting platform, positioning it to rapidly secure the capital needed to advance its critical Glioblastoma and rare cancer treatments. We are convinced that this powerful structure places MAJI and its shareholders into a significantly better position from which to benefit from Exousia AI's anticipated future success, without enduring any further dilution."

About Exousia Pro, Inc.

Exousia Pro, Inc. (EXO), a leader in exosome-based biotechnology, develops and manufactures mammalian and plant-derived exosomes using proprietary technologies for nucleic acid loading and targeted delivery to tissues and cells. EXO's breakthrough platform enables the custom production of exosomes with enhanced genetic functionality, capable of selectively targeting specific cells to address diseases with significant unmet medical needs. These engineered exosomes have demonstrated the potential to target cancer stem cells, the primary drivers of recurrence and metastasis in various cancers, including Glioblastoma and pancreatic cancer, thereby improving patient responsiveness to anticancer therapies. The same platform technology also holds promise for treating a broad spectrum of viral infections.

For more information, please visit: www.exousiapro.com

SAFE HARBOR

Forward-looking statements in this release are made under the "safe harbor" provision of the Private Securities Litigation Reform Act of 1995. Exousia Pro, Inc.'s forward-looking statements do not guarantee future performance. This news release includes forward-looking statements concerning the parties' future level of business. These statements are necessarily subject to risk and uncertainty. Actual results could differ materially from those projected in these forward-looking statements due to certain risk factors that could cause results to differ materially from estimated results. Management cautions that all statements as to future results of operations are necessarily subject to risks, uncertainties, and events that may be beyond the control of Exousia Pro, Inc., and no assurance can be given that such results will be achieved. Potential risks and uncertainties include, but are not limited to, the ability to procure, appropriately price, retain, and complete projects and changes in products and competition.

CONTACT:

Exousia Pro, Inc.
www.Exousiapro.com
X: @Exousia_Pro

Investor Relations
ir@exousiapro.com

SOURCE: Exousia Pro, Inc.

View the original press release on ACCESS Newswire

FAQ

What did Exousia Pro (MAJI) announce on November 17, 2025 regarding LMMY?

MAJI announced an all-stock exchange transferring Exousia AI to LMMY in return for ~51% of LMMY restricted common stock, making MAJI the controlling shareholder.

How many LMMY shares are unrestricted after the transaction and what does that mean for liquidity?

The post-transaction unrestricted float is 2,527,000 shares, indicating relatively limited immediate public liquidity.

When will restricted LMMY shares become available to the market?

The release notes 5,250,000 restricted shares are set to lose restrictions in Q1 2026.

Does MAJI retain economic interest in Exousia AI after the transaction?

Yes; MAJI holds ~51% of LMMY, retains licensing and royalty arrangements, and plans to retain shares near-term.

What are the key pro forma capital-structure figures for LMMY after the deal?

Key figures: Authorized 100,000,000; Issued & outstanding 80,500,000; Restricted 77,973,000; Fully diluted 7,777,000.

Will LMMY pursue a senior exchange listing and how does that affect MAJI?

LMMY intends to begin pursuing a NASDAQ uplisting, which MAJI says could validate the technology and enhance MAJI's equity stake value.