[10-Q] LAMY Quarterly Earnings Report
Exousia Bio (still trading as L A M Y / LMMY) used this 10-Q to document a major pivot and ongoing financial strain. In November 2025 it acquired Exousia AI, a clinical-stage biotechnology company focused on exosome-based oncology therapies, by issuing 62,223,000 common shares.
For the six months ended November 30, 2025, the company reported no revenue and a net loss of $50,897, driven by $206,711 of operating expenses, including higher research and development and professional fees, partly offset by a $217,922 gain on the Exousia AI acquisition. Management discloses an accumulated deficit of $288,623 and explicitly raises substantial doubt about its ability to continue as a going concern without new capital.
As of November 30, 2025, 70,000,000 common shares were issued and outstanding, up from 7,777,000 at May 31, 2025, reflecting the reverse-merger structure. Subsequent events include authorizing preferred stock, changing the corporate name to Exousia Bio, cancelling 21,000,000 previously issued shares under a rescission agreement, issuing 3,500,000 shares to a consultant, and entering a $250,000 15% convertible note with GBII Partners Inc. that allows conversion at a significant discount to market, subject to a 4.999% beneficial ownership cap.
Positive
- None.
Negative
- None.
Insights
10‑Q shows a high-risk biotech pivot funded by discounted convertible debt under going‑concern pressure.
Exousia Bio has effectively executed a reverse merger, issuing 62,223,000 shares to acquire Exousia AI and shifting from an educational game concept into clinical-stage biotech. This massively increases the share count to 70,000,000 outstanding and reorients the business toward exosome oncology research.
Operationally, the company generated no revenue for the six months ended November 30, 2025, recorded a net loss of $50,897, and carries an accumulated deficit of $288,623. Management explicitly states there is substantial doubt about continuing as a going concern, expecting to rely on equity and debt financing to fund R&D and overhead.
Subsequent financing highlights the risk profile. The $250,000 convertible note issued to GBII Partners bears 15% annual interest and permits conversion at steep discounts to the market price, with deeper discounts after the March 26, 2026 maturity. A 4.999% beneficial ownership cap and pledged shares from major holders partly frame the structure, but potential dilution is significant relative to the current float. Overall, the filing reflects early-stage biotech optionality paired with material financing and execution risk.
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Mark One
For the quarterly period ended
For the transition period from ______ to _______
Commission File No.
(Exact name of registrant as specified in its charter)
|
(State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification Number) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of
the Act:
Indicate by check mark whether the registrant (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for shorter period that the registrant as required to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| Emerging Growth company |
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Act) Yes ☐
As of March 17, 2026, the registrant had
TABLE OF CONTENTS
| PART 1. | FINANCIAL INFORMATION | |
| Item 1. | Financial Statements (Unaudited) | 3 |
| Condensed Balance Sheets as of November 30, 2025 (Unaudited) and May 31, 2025 (Audited) | 4 | |
| Condensed Statements of Operations for the three months ended November 30, 2025 and 2024 (Unaudited) | 5 | |
| Statement of Stockholders' Equity for three months ended November 30, 2025 and 2024 (Unaudited) | 6 | |
| Condensed Statements of Cash Flows for the three months ended November 30, 2025 and 2024 (Unaudited) | 7 | |
| Notes to Condensed Financial Statements (Unaudited) | 8 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 19 |
| Item 4. | Controls and Procedures | 19 |
| PART II. | OTHER INFORMATION | |
| Item 1. | Legal Proceedings | 20 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 20 |
| Item 3. | Defaults Upon Senior Securities | 20 |
| Item 4. | Mine Safety Disclosures | 20 |
| Item 5. | Other Information | 20 |
| Item 6. | Exhibits | 24 |
| Signatures | 25 |
| 2 |
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
EXOUSIA BIO, INC.
(formerly L A M Y)
UNAUDITED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2025
INDEX TO UNAUDITED FINANCIAL STATEMENTS
| Balance Sheets as at November 30, 2025 (Unaudited) and May 31, 2025 (Audited) | 4 |
| Statements of Operations for Three and Six Months ended November 30, 2025 and 2024 (Unaudited) | 5 |
| Statements of Stockholders’ Equity for Six Months Ended November 30, 2025 and 2024 (Unaudited) | 6 |
| Statements of Cash Flows for Six Months Ended November 30, 2025 and 2024 (Unaudited) | 7 |
| Notes to the Unaudited Financial Statements | 8 |
| 3 |
EXOUSIA BIO, INC.
(formerly L A M Y)
BALANCE SHEETS
| November 30, 2025 | May 31, 2025 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash & cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Interest receivable | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Intangibles (net) | ||||||||
| Equipment (net) | ||||||||
| Other Assets (Exousia AI) | ||||||||
| Total Non-current Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT) | ||||||||
| Current Liabilities | ||||||||
| Due to related party | $ | $ | ||||||
| Advances from related parties | ||||||||
| Accounts Payable | ||||||||
| Other Current Liabilities | ||||||||
| Total current liabilities | ||||||||
| Non-Current Liabilities | ||||||||
| Loans from related parties | ||||||||
| Note payable – related party | ||||||||
| Note payable – others | ||||||||
| Accrued Interest | ||||||||
| Total non-current liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity (Deficit) | ||||||||
| Common stock, $ | ||||||||
| Additional Paid-In-Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ equity (deficit) | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 4 |
EXOUSIA BIO, INC.
(formerly L A M Y)
STATEMENTS OF OPERATIONS
(UNAUDITED)
Three Months Ended 11/30/2025 | Three Months Ended 11/30/2024 | Six Months Ended 11/30/2025 | Six Months Ended 11/30/2024 | |||||||||||||
| Revenue | $ | $ | $ | $ | ||||||||||||
| Cost of Goods Sold | ||||||||||||||||
| Gross Profit | ( | ) | ( | ) | ||||||||||||
| Operating Expenses | ||||||||||||||||
| Advertising and promotion | ||||||||||||||||
| Dues and subscriptions | ||||||||||||||||
| Office supplies | ||||||||||||||||
| Delivery | ||||||||||||||||
| Transfer agent | ||||||||||||||||
| OTC Markets fees | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Research and development | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total Operating expenses | ||||||||||||||||
| Net income (loss) from operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Other Income (Expense) | ||||||||||||||||
| Other income | – | – | ||||||||||||||
| Gain on acquisition | – | – | ||||||||||||||
| Total Other Income (Expense) | ||||||||||||||||
| Income (loss) before provision for income taxes | ( | ) | ( | ) | ||||||||||||
| Provision for income taxes | ||||||||||||||||
| Net income (Loss) | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Income (loss) per common share: Basic and diluted | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Weighted Average Number of Common Shares Outstanding: Basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 5 |
EXOUSIA BIO, INC.
(formerly L A M Y)
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE SIX MONTHS ENDED NOVEMBER 30, 2025 AND 2024
(UNAUDITED)
| Number of Common Shares | Amount ($) | Additional Paid-In-Capital ($) | Accumulated Deficit ($) | Total ($) | ||||||||||||||||
| Balance at May 31, 2024 | ( | ) | ( | ) | ||||||||||||||||
| Adjustment attributable to acquisition | – | – | – | |||||||||||||||||
| Net income (loss) | – | – | – | |||||||||||||||||
| Balance at November 30, 2024 | ( | ) | ||||||||||||||||||
| Balance at May 31, 2025 | ( | ) | ||||||||||||||||||
| Additional paid-in capital | – | – | ( | ) | – | ( | ) | |||||||||||||
| Common stock issued in acquisition | – | |||||||||||||||||||
| Adjustment attributable to acquisition | – | – | – | ( | ) | ( | ) | |||||||||||||
| Net income (loss) | – | – | – | ( | ) | ( | ) | |||||||||||||
| Balance at November 30, 2025 | ||||||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 6 |
EXOUSIA BIO, INC.
(formerly L A M Y)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended November 30, 2025 | Six Months Ended November 30, 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Adjustment as of non-cash items: | ||||||||
| Due to Related Party | ||||||||
| Due to Shareholder | ||||||||
| Loan | – | |||||||
| Depreciation | ||||||||
| Amortization | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in accrued accounts receivable | ( | ) | ||||||
| Account payable and accrued expenses | ||||||||
| Advances from related parties | ||||||||
| Net cash provided by (used in) Operating activities | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Equipment, net | ( | ) | ||||||
| Exousia Bio | ( | ) | ||||||
| Intangibles, net | ||||||||
| Net cash provided by (used in) Investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Additional Paid-in Capital | ||||||||
| Proceeds from note payable – others | ||||||||
| Proceeds from debt forgiveness – related party | ( | ) | ||||||
| Gain from Acquisition | ( | ) | ||||||
| Common Stock | ||||||||
| Accrued interest | ||||||||
| Net cash provided by Financing activities | ( | ) | ||||||
| Increase (decrease) in cash and equivalents | ||||||||
| Cash and equivalents at beginning of the period | ||||||||
| Cash and equivalents at end of the period | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | $ | ||||||
| Taxes | $ | $ | ||||||
| Non-cash investing and financing activities: | ||||||||
| Proceeds of loan from related party in exchange of asset | $ | $ | ||||||
| Proceeds from note payable against acquisition of intangibles | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 7 |
EXOUSIA BIO, INC.
(formerly L A M Y)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR SIX MONTHS ENDED NOVEMBER 30, 2025
NOTE 1 – ORGANIZATION AND BUSINESS
LAMY (the “Company”) is a corporation established under the corporation laws in the State of Wyoming on January 31, 2022. From inception through November 17, 2025, the Company sought to develop a successful business through provision of financial knowledge and resource management to the youngsters through an educational platform and, chiefly, an immersive video game called TwoPlus1®. However, effective with the November 2017, 2025, acquisition of Exousia Ai, Inc., a Florida corporation (“Exousia AI”), the Company’s business pursuit changed to that of Exousia AI, to wit: Exousia AI is a clinical stage biotechnology company developing new ways to exploit the therapeutic potential of exosomes, initially focused in the field of oncology.
Effective November 17, 2025, there occurred a change in control of the Company, whereby the Company’s prior management resigned and appointed a new management. See Note 10 – Changes in Control and Note 11 – Acquisition of Exousia AI – New Plan of Business.
The Company has adopted a May 31 fiscal year end.
NOTE 2 – GOING CONCERN
The Company’s financial statements as of November
30, 2025, have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern,
which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet
established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The Company
has accumulated deficit from inception (January 31, 2022) to November 30, 2025, of $
In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.
New Accounting Pronouncements
There were various accounting standards and interpretations issued recently, none of which are expected to have a material impact on our financial position, operations or cash flows.
| 8 |
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.
Stock-Based Compensation
As of November 30, 2025, the Company has not issued any stock-based payments to its employees.
Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.
Use of Estimates and Assumptions
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.
Fair Value of Financial Instruments
ASC 825, “Disclosures about Fair Value of Financial Instruments,” requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2025.
The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accounts payable and related party loan payable. Fair values were assumed to approximate carrying values for these financial instruments as either they do not have any active market or are short term in nature and therefore their carrying amounts approximate fair value.
Income Taxes
Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
| 9 |
Revenue Recognition
We adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers,” and all related interpretations for recognition of our revenue from tours and services. Previously we recorded revenue based on ASC Topic 605. Adoption of new accounting standard did not have any material impact on our reported revenue.
Revenue is recognized when the following criteria are met:
| · | Identification of the contract, or contracts, with customer; | |
| · | Identification of the performance obligations in the contract; | |
| · | Determination of the transaction price; | |
| · | Allocation of the transaction price to the performance obligations in the contract; and | |
| · | Recognition of revenue when, or as, we satisfy performance obligation. |
The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s financial statements.
Fixed Assets
Fixed assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing costs, if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use. Any subsidy/reimbursement/contribution received for installation and acquisition of any fixed assets is shown as deduction in the year of receipt. Capital work- in progress is stated at cost.
Subsequent expenditure related to an item of fixed assets is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including day-to-day repairs and maintenance expenditure and cost of replacing parts, are charged to the Statement of Profit and Loss for the period during which such expenses are incurred.
Gains or losses arising from de-recognition of fixed assets are measured as the difference between the net disposal proceeds and the carrying amount of the assets derecognized.
The Company utilizes straight-line depreciation over the estimated useful life of the asset.
Earnings per Share
ASC No. 260, “Earnings Per Share,” specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC No. 260.
Basic net loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.
Segment Reporting
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.
As of November 30, 2025, the Company has
| 10 |
NOTE 4 – EQUIPMENT (NET)
Company acquired equipment as on May 25, 2022, for
$
For the six months ended November 30, 2025, the Company
recorded $
NOTE 5 – INTANGIBLE ASSETS
The Company acquired intangibles as on May 26, 2022,
and consist of Videogame platform and related property rights of $
For the six months ended November 30, 2025, the Company
recorded $-
NOTE 6 – CAPITAL STOCK
Preferred Stock
As of November 30, 2025, the Company had
Common Stock
As of November 30, 2025, the Company had
During the six months ended November 30, 2025, the
Company issued
During the six months ended November 30, 2024, the
Company did
As of November 30, 2025, and May 31, 2025, the Company
had
NOTE 7 – RELATED PARTY TRANSACTIONS
In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities.
From inception (January 31, 2022) through November
30, 2025, the Company’s officers and directors contributed additional paid in capital to the Company. At November 30, 2025, the
Company had $
| 11 |
NOTE 8 – NOTE PAYABLE – OTHERS
As of May 26, 2022, Company owed a note payable of
$
NOTE 9 – INCOME TAXES
The reconciliation of income tax benefit at the U.S. statutory rate of 21% for the period ended November 30, 2025, to the company’s effective tax rate is as follows:
| Reconciliation of income taxes | ||||
| Tax benefit at U.S. statutory rate | $ | |||
| Change in valuation allowance | ||||
| Income tax expense | $ |
The tax effects of temporary differences that give rise to significant portions of the net deferred tax assets at November 30, 2025, are as follows:
| Schedule of deferred tax assets | ||||
| Deferred tax assets: | ||||
| Net operating loss | $ | |||
| Valuation allowance | ||||
| Deferred tax assets | $ | |||
The Company has approximately $
NOTE 10 – CHANGES IN CONTROL
November 17, 2025
On November 17, 2025, in connection with the acquisition of Exousia AI, the Company underwent a change of control, whereby Exousia Pro Holding Management, LLC (“ExPro Holding”), a wholly-owned subsidiary of Exousia Pro, Inc., formerly Marijuana, Inc., a Florida corporation, became the majority owner of the Company and Matthew Dwyer was appointed the Sole Director and Officer of the Company. See Note 11 – Acquisition of Exousia AI – New Plan of Business.
December 6, 2024
On December 6, 2024, the Company underwent a change of ownership, whereby, pursuant to two separate stock purchase agreements (the “Change-in-Control Agreements”), Zhang Shengwu acquired a total of 5,250,000 shares of the Company’s common stock (the “Acquired Shares”), 5,000,000 of the Acquired Shares from Dwight Witmer and 250,000 of the Acquired Shares from Stephen Townsend. The Acquired Shares represent approximately 64.29% of the outstanding shares of the Company’s common stock and constitute voting control of the Company. Zhang Shengwu was appointed the Sole Director and Officer of the Company, in connection with such change-in-control transaction.
| 12 |
NOTE 11 – ACQUISITION OF EXOUSIA AI – NEW PLAN OF BUSINESS
On November 11, 2025, the Company entered into a
Plan and Agreement of Reorganization (the “Reorganization Agreement”) with the shareholders of Exousia Ai,
Inc., a Florida corporation (Exousia AI), pursuant to which the Company would acquire 100% of the issued and outstanding capital stock
of Exousia AI, with Exousia AI becoming the Company’s wholly-owned subsidiary, in consideration of the Company’s issuing
a total of
The acquisition of Exousia AI was pursued and consummated by the Company, after the Company’s Board of Directors had determined, after investigating the Exousia AI opportunity, that the best interests of the Company and its shareholders would be best served by acquiring Exousia AI.
Effective as of the closing of the Reorganization Agreement, Zhang Shengwu resigned as the Company’s Sole Officer and Director and Matthew Dwyer was appointed as the Company’s new Sole Officer and Director.
The Company’s Board of Directors has adopted the business plan of Exousia AI as part of its overall business plan, to wit: Exousia AI is a clinical stage biotechnology company developing new ways to exploit the therapeutic potential of exosomes, initially focused in the field of oncology.
NOTE 12 – SUBSEQUENT EVENTS
The Company performed a review of events subsequent to the balance sheet date through the date the financial statements were issued and determined that, except as set forth below, there were no such events requiring recognition or disclosure in the financial statements.
Amended and Restated Articles of Incorporation
On January 16, 2026, the Company filed with the State of Wyoming an Articles of Amendment to its Articles of Incorporation in the form an Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”).
Pursuant to the Amended and Restated Articles, the Company changed its corporate name to “Exousia Bio, Inc.”
In the near future, the Company intends to file for approval of its name change with FINRA. In conjunction therewith, the Company intends to change its trading symbol. The Company is unable to predict the timing of FINRA’s approval of such actions. Until such approval if achieved, the Company will continue to be known as “L A M Y” in the trading markets and its trading symbol will remain “LMMY.”
The following additional provisions were included in the Amended and Restated Articles:
| 1. | Capital Stock. 100,000,000 shares of $.0001 par value common stock are now authorized; 1,000,000 shares of $.0001 par value preferred stock are now authorized. Notwithstanding the designation of the class of Series X Preferred Stock designated in the Amended and Restated Articles, the designations, preferences, limitations, restrictions, and relative rights of any additional classes of preferred stock, and variations in the relative rights and preferences as between different series, shall be established by the Company’s Board of Directors. |
| 2. | Cumulative Voting. Cumulative voting for the election of directors shall not be permitted. |
| 3. | Preemptive Rights. No holder of any stock of the Company shall be entitled, as a matter of right, to purchase, subscribe for or otherwise acquire any new or additional shares of stock of the Company of any class, or any options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares, or any shares, bonds, notes, debentures or other securities convertible into or carrying options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares unless specifically authorized by the Board of Directors of the Company. |
| 4. | Shareholder Voting on Corporate Actions. Notwithstanding the requirements of Wyoming law, the affirmative vote or concurrence of the holders of a majority of the outstanding shares of the Company entitled to vote thereon are required to make effective all transactions that require shareholder approval under applicable law. |
| 13 |
| 5. | Indemnification of Directors, Officers, Employees, Fiduciaries and Agents. |
| A. | Liability for Monetary Damages. The liability of the directors of the Company for monetary damages shall be eliminated to the fullest extent permissible under Wyoming law provided, however, that (1) the liability of directors is not limited or eliminated (a) for acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (b) for acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director, (c) for any transaction from which a director derived an improper personal benefit, (d) for acts or omissions that show a reckless disregard for the director’s duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of serious injury to the corporation or its shareholders, (e) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation or its shareholders, (2) the liability of directors is not limited or eliminated for any act or omission occurring prior to the date when these Articles of Incorporation becomes effective, or (f) any of the acts set forth in Section 17-16-202 of the Wyoming Business Corporations Act and (3) the liability of officers is not limited or eliminated for any act or omission as an officer, notwithstanding that the officer is also a director or that his or her actions, if negligent or improper, have been ratified by the directors. |
The Company shall indemnify, to the fullest extent permitted by applicable law, any person, and the estate and personal representative of any such person, against all liability and expense (including attorneys’ fees) incurred by reason of the fact that he is or was a director or officer of the Company or, while serving at the request of the Company as a director, officer, partner, trustee, employee, fiduciary, or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign corporation or other individual or entity or of an employee benefit plan. The Company also shall indemnify any person who is serving or has served the Corporation as director, officer, employee, fiduciary, or agent, and that person’s estate and personal representative, to the extent and in the manner provided in any bylaw, resolution of the shareholders or directors, contract, or otherwise, so long as such provision is legally permissible.
| B. | Expenses. The Company shall advance expenses in advance of the final disposition of the case to or for the benefit of a director, officer, employee, fiduciary, or agent, who is party to a proceeding such as described in the preceding paragraph A to the maximum extent permitted by applicable law. |
| C. | Repeal or Modification. Any repeal or modification of the foregoing paragraph by the shareholders of the Company shall not adversely affect any right or protection of a director or officer of the Company or other person entitled to indemnification existing at the time of such repeal or modification. |
| 6. | Limitations of Liability. |
| A. | Limitation of Liability. Notwithstanding Wyoming law, specifically Section 17-16-202 of the Wyoming Business Corporations Act, or the provisions of these Articles of Incorporation, a director of the Company shall not be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or to its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the director derived an improper personal benefit. If the Wyoming Business Corporations Act is amended after this Article is adopted to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the Wyoming Business Corporations Act, as so amended. |
| B. | Repeal or Modification. Any repeal or modification of the foregoing paragraph by the shareholders of the Company shall not adversely affect any right or protection of a director of the Company existing at the time of such repeal or modification. |
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| 7. | Designation of Series X Preferred Stock. One (1) share of the Company’s authorized shares of Preferred Stock, $0.0001 par value per share, is hereby designated as “Series X Preferred Stock” and having the characteristics set forth below. |
| A. | Fractional Shares. The Series X Preferred Stock may not be issued in fractional shares. |
| B. | Voting. The share of Series X Preferred Stock shall have rights in all matters requiring stockholder approval to a number of votes equal to two (2) times the sum of: |
| (1) | The total number of shares of Common Stock which are issued and outstanding at the time of any election or vote by the stockholders; plus |
| (2) | The number of votes allocated to shares of Preferred Stock issued and outstanding of any other class that shall have voting rights. |
| C. | Conversion. The Series X Preferred Stock shall possess no rights of conversion. |
| D. | Liquidation Rights. The Series X Preferred Stock shall possess no liquidation rights. |
| E. | Dividends. The Series X Preferred Stock shall possess no dividend rights. |
| F. | Protection Provisions. The Company shall not, without first obtaining the consent of the holder of the share of Series X Preferred Stock, alter or change the rights, preferences or privileges of the Series X Preferred Stock so as to affect adversely the holder of the share of Series X Preferred Stock. |
| G. | Waiver. Any of the rights, powers or preferences of the Series X Preferred Stock may be waived by the affirmative consent of the holder of the share of Series X Preferred Stock. |
| H. | No Other Rights or Privileges. Except as specifically set forth herein, the holder of the share of Series X Preferred Stock shall have no other rights, privileges or preferences with respect to the Series X Preferred Stock. |
| 8. | Conflicting Interest Transactions. No contract or other transaction between the Company and one (1) or more of its directors or any other corporation, firm, association, or entity in which one (1) or more of its directors are directors or officers or are financially interested shall be either void or voided solely because of such relationship or interest, or solely because such directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or solely because their votes are counted for such purpose if: |
| A. | The fact of such a relationship or interest is disclosed or known to the Board of Directors or committee that authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; |
| B. | The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or |
| C. | The contract or transaction is fair and reasonable to the Company. Common or interested directors may be counted in determining the presence of a quorum, as herein previously defined, at a meeting of the Board of Directors or a committee thereof that authorizes, approves, or ratifies such contract or transaction. |
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Issuance of Series X Preferred Stock
In January 2026, the Company issued one (1) share of its Series X Preferred Stock (the “Series X Share”) to ExPro Holding, the majority owner of the Company and holder of the majority voting power. While ExPro Holding held the majority voting power of the Company prior to such issuance, the Board of Directors of the Company deemed it to be in the best interests of the Company and its shareholders to assure stability and continuity during the Company’s initial stages of development to issue the Series X Share to ExPro Holding.
Issuance of Common Stock
In December 2025, the Company issued 3,500,000 shares of common stock to a third-party consultant, pursuant to a consulting agreement.
Rescission Agreement
Effective March 14, 2026, the Company entered into a Rescission Agreement and Mutual Release (the “Rescission Agreement”) with Progenicyte Japan CO., LTD., a Japanese corporation (“Progenicyte”), with respect to that certain
Plan and Agreement of Reorganization (the “Reorganization Agreement”) dated as of November 11, 2025, among the Company, LMMY and the shareholders of Exousia Ai, Inc., a Florida corporation, with one of such shareholders being Progenicyte. Pursuant to the Rescission Agreement, based on a mistake of fact, the 21,000,000 shares of Company common stock issued to Progenicyte under the Reorganization Agreement was cancelled. Also pursuant to the Reorganization Agreement, the Company and Progenicyte agreed to release the other from any all claims, whether existing or future in nature.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
We are a development-stage company with limited operations and no revenues from our business operations. Our independent auditor has issued a going-concern opinion. This means that our independent auditor believes there is substantial doubt that we can continue as an on-going business for the next twelve months. We do not anticipate that we will generate significant revenues, until we have obtained sufficient funds to implement our current, post-acquisition plan of business, of which there is no assurance.
Acquisition of Exousia Ai, Inc. – New Plan of Business
Acquisition. On November 11, 2025, the Company entered into a Plan and Agreement of Reorganization (the “Reorganization Agreement”) with the shareholders of Exousia Ai, Inc., a Florida corporation (“Exousia AI”), pursuant to which the Company would acquire 100% of the issued and outstanding capital stock of Exousia AI, with Exousia AI becoming the Company’s wholly-owned subsidiary, in consideration of the Company’s issuing a total of 62,223,000 shares of Company common stock (the “Acquisition Shares”) to the shareholders of Exousia Ai. On November 17, 2025, the parties closed the Reorganization Agreement, such that Exousia AI became a wholly-owned subsidiary of the Company and the shareholders of Exousia AI were issued the Acquisition Shares (Exousia Pro Holding Management, LLC as to 41,223,0000 of the Acquisition Shares and Progenicyte Japan CO., LTD. as to 21,000,000 of the Acquisition Shares).
The acquisition of Exousia AI was pursued and consummated by the Company, after the Company’s Board of Directors had determined, after investigating the Exousia AI opportunity, that the best interests of the Company and its shareholders would be best served by acquiring Exousia AI.
Effective as of the closing of the Reorganization Agreement, Zhang Shengwu resigned as the Company’s Sole Officer and Director and Matthew Dwyer was appointed as the Company’s new Sole Officer and Director.
New Plan of Business. The Company’s Board of Directors has adopted the business plan of Exousia AI as part of its overall business plan, to wit: Exousia AI is a clinical stage biotechnology company developing new ways to exploit the therapeutic potential of exosomes, initially focused in the field of oncology.
Results of Operation
Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.
We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.
Due to the acquisition of Exousia AI, our future operating results will be substantially different from our company’s past operating results. However, we are not able to predict the extent of such change is operating results.
Six Months Ended November 30, 2025 and 2024. During the six months ended November 30, 2025, we generated $-0- (unaudited) in revenue, compared to $3,750 (unaudited) in revenue during the six months ended November 30, 2024, all of which was associated with our business operations as they existed prior to our acquisition of Exousia AI.
For the six months ended November 30, 2025, we reported operating expenses of $206,711 (unaudited) and other income of $217,922 (unaudited) resulting in a net loss of $50,897 (unaudited).
For the six months ended November 30, 2024, we reported operating expenses of $10,632 (unaudited) and other income of $90,541 (unaudited), resulting in a net profit of $83,659 (unaudited).
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Liquidity and Capital Resources
As of November 30, 2025, our total assets were $-0- (unaudited). As of November 30, 2025, our current liabilities were $261,023 (unaudited), resulting in a working capital deficit of $261,023 (unaudited). We require capital with which to pursue our Exousia AI-based plan of business. There is no assurance that we will obtain any capital.
Plan of Operation and Funding
We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.
Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of assets; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.
Off-Balance Sheet Arrangements
As of November 30, 2025, and May 31, 2025, we had no off-balance sheet arrangements.
Going Concern
The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.
Critical Accounting Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.
Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures were effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.
Changes in Internal Controls over Financial Reporting
There have been no changes in the Company's internal control over financial reporting during the three month ended November 30, 2025, the period covered by this Quarterly Report, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable to our company.
Item 5. Other Information
(a) Material Events
Amended and Restated Articles of Incorporation
On January 16, 2026, the Company filed with the State of Wyoming an Articles of Amendment to its Articles of Incorporation in the form an Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”).
Pursuant to the Amended and Restated Articles, the Company changed its corporate name to “Exousia Bio, Inc.”
In the near future, the Company intends to file for approval of its name change with FINRA. In conjunction therewith, the Company intends to change its trading symbol. The Company is unable to predict the timing of FINRA’s approval of such actions. Until such approval if achieved, the Company will continue to be known as “L A M Y” in the trading markets and its trading symbol will remain “LMMY.”
The following additional provisions were included in the Amended and Restated Articles:
| 1. | Capital Stock. 100,000,000 shares of $.0001 par value common stock are now authorized; 1,000,000 shares of $.0001 par value preferred stock are now authorized. Notwithstanding the designation of the class of Series X Preferred Stock designated in the Amended and Restated Articles, the designations, preferences, limitations, restrictions, and relative rights of any additional classes of preferred stock, and variations in the relative rights and preferences as between different series, shall be established by the Company’s Board of Directors. |
| 2. | Cumulative Voting. Cumulative voting for the election of directors shall not be permitted. |
| 3. | Preemptive Rights. No holder of any stock of the Company shall be entitled, as a matter of right, to purchase, subscribe for or otherwise acquire any new or additional shares of stock of the Company of any class, or any options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares, or any shares, bonds, notes, debentures or other securities convertible into or carrying options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares unless specifically authorized by the Board of Directors of the Company. |
| 4. | Shareholder Voting on Corporate Actions. Notwithstanding the requirements of Wyoming law, the affirmative vote or concurrence of the holders of a majority of the outstanding shares of the Company entitled to vote thereon are required to make effective all transactions that require shareholder approval under applicable law. |
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| 5. | Indemnification of Directors, Officers, Employees, Fiduciaries and Agents. |
| A. | Liability for Monetary Damages. The liability of the directors of the Company for monetary damages shall be eliminated to the fullest extent permissible under Wyoming law provided, however, that (1) the liability of directors is not limited or eliminated (a) for acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (b) for acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director, (c) for any transaction from which a director derived an improper personal benefit, (d) for acts or omissions that show a reckless disregard for the director’s duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of serious injury to the corporation or its shareholders, (e) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation or its shareholders, (2) the liability of directors is not limited or eliminated for any act or omission occurring prior to the date when these Articles of Incorporation becomes effective, or (f) any of the acts set forth in Section 17-16-202 of the Wyoming Business Corporations Act and (3) the liability of officers is not limited or eliminated for any act or omission as an officer, notwithstanding that the officer is also a director or that his or her actions, if negligent or improper, have been ratified by the directors. |
The Company shall indemnify, to the fullest extent permitted by applicable law, any person, and the estate and personal representative of any such person, against all liability and expense (including attorneys’ fees) incurred by reason of the fact that he is or was a director or officer of the Company or, while serving at the request of the Company as a director, officer, partner, trustee, employee, fiduciary, or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign corporation or other individual or entity or of an employee benefit plan. The Company also shall indemnify any person who is serving or has served the Corporation as director, officer, employee, fiduciary, or agent, and that person’s estate and personal representative, to the extent and in the manner provided in any bylaw, resolution of the shareholders or directors, contract, or otherwise, so long as such provision is legally permissible.
| B. | Expenses. The Company shall advance expenses in advance of the final disposition of the case to or for the benefit of a director, officer, employee, fiduciary, or agent, who is party to a proceeding such as described in the preceding paragraph A to the maximum extent permitted by applicable law. |
| C. | Repeal or Modification. Any repeal or modification of the foregoing paragraph by the shareholders of the Company shall not adversely affect any right or protection of a director or officer of the Company or other person entitled to indemnification existing at the time of such repeal or modification. |
| 6. | Limitations of Liability. |
| A. | Limitation of Liability. Notwithstanding Wyoming law, specifically Section 17-16-202 of the Wyoming Business Corporations Act, or the provisions of these Articles of Incorporation, a director of the Company shall not be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or to its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the director derived an improper personal benefit. If the Wyoming Business Corporations Act is amended after this Article is adopted to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the Wyoming Business Corporations Act, as so amended. |
| B. | Repeal or Modification. Any repeal or modification of the foregoing paragraph by the shareholders of the Company shall not adversely affect any right or protection of a director of the Company existing at the time of such repeal or modification. |
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| 7. | Designation of Series X Preferred Stock. One (1) share of the Company’s authorized shares of Preferred Stock, $0.0001 par value per share, is hereby designated as “Series X Preferred Stock” and having the characteristics set forth below. |
| A. | Fractional Shares. The Series X Preferred Stock may not be issued in fractional shares. |
| B. | Voting. The share of Series X Preferred Stock shall have rights in all matters requiring stockholder approval to a number of votes equal to two (2) times the sum of: |
| (1) | The total number of shares of Common Stock which are issued and outstanding at the time of any election or vote by the stockholders; plus |
| (2) | The number of votes allocated to shares of Preferred Stock issued and outstanding of any other class that shall have voting rights. |
| C. | Conversion. The Series X Preferred Stock shall possess no rights of conversion. |
| D. | Liquidation Rights. The Series X Preferred Stock shall possess no liquidation rights. |
| E. | Dividends. The Series X Preferred Stock shall possess no dividend rights. |
| F. | Protection Provisions. The Company shall not, without first obtaining the consent of the holder of the share of Series X Preferred Stock, alter or change the rights, preferences or privileges of the Series X Preferred Stock so as to affect adversely the holder of the share of Series X Preferred Stock. |
| G. | Waiver. Any of the rights, powers or preferences of the Series X Preferred Stock may be waived by the affirmative consent of the holder of the share of Series X Preferred Stock. |
| H. | No Other Rights or Privileges. Except as specifically set forth herein, the holder of the share of Series X Preferred Stock shall have no other rights, privileges or preferences with respect to the Series X Preferred Stock. |
| 8. | Conflicting Interest Transactions. No contract or other transaction between the Company and one (1) or more of its directors or any other corporation, firm, association, or entity in which one (1) or more of its directors are directors or officers or are financially interested shall be either void or voided solely because of such relationship or interest, or solely because such directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or solely because their votes are counted for such purpose if: |
| A. | The fact of such a relationship or interest is disclosed or known to the Board of Directors or committee that authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; |
| B. | The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or |
| C. | The contract or transaction is fair and reasonable to the Company. Common or interested directors may be counted in determining the presence of a quorum, as herein previously defined, at a meeting of the Board of Directors or a committee thereof that authorizes, approves, or ratifies such contract or transaction. |
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Issuance of Series X Preferred Stock
In January 2026, the Company issued one (1) share of its Series X Preferred Stock (the “Series X Share”) to Exousia Pro Holding Management, LLC (“ExPro Holding”), the majority owner of the Company and holder of the majority voting power. While ExPro Holding held the majority voting power of the Company prior to such issuance, the Board of Directors of the Company deemed it to be in the best interests of the Company and its shareholders to assure stability and continuity during the Company’s initial stages of development to issue the Series X Share to ExPro Holding.
Entry into a Material Definitive Agreement
On January 20, 2026, the Company issued a convertible promissory note in the principal amount of $250,000 (the “Convertible Note”) to GBII Partners Inc. (“GBII”) in consideration of a $250,000 loan from GBII (the “GBII Loan”). The Convertible Note was fully funded on January 26, 2026.
The Convertible Note bears interest at 15% per annum (18% upon default) and matures on March 26, 2026 (the “Maturity Date”). The Company does not have the right to prepay the Convertible Note. At any time on or before the Maturity Date, GBII may convert any outstanding and unpaid principal portion, and accrued and unpaid interest, of the Convertible Note into shares of Company common stock at a conversion price equal to 50% of the market price of the Company’s common stock. From one to 30 days following the Maturity Date, the conversion price under the Convertible Note shall be equal to 35% of the market price of the Company’s common stock; from 31 to 60 days following the Maturity Date, the conversion price under the Convertible Note shall be equal to 20% of the market price of the Company’s common stock; and, from 61 days following the Maturity Date to the date of full payment of the Convertible Note, the conversion price under the Convertible Note shall be equal to 10% of the market price of the Company’s common stock; provided, however, that GBII may not convert the Note to the extent that such conversion would result in GBII’s beneficial ownership of the Company’s common stock being in excess of 4.999% of the Company’s then-issued and outstanding common stock. Further, if, at any time during which the Convertible Note shall be outstanding, the Company completes any subsequent placement of its securities, then GBII shall have the right to exchange all, or any part, of the Convertible Note into any such securities.
Additionally, the Company executed an Irrevocable Transfer Agent Instruction (the “TA Letter”) with its transfer agent, VStock Transfer, LLC, pursuant to which the Company created a reserve of 3,333,334 shares of common stock in favor of GBII with respect to shares of common stock into which the Convertible Note may be converted by GBII.
In addition, in connection the Company’s obtaining the GBII Loan, the Company’s majority shareholder, Exousia Pro Holding Management, LLC (“EP Holding”), the Company and GBII entered into a pledge agreement (the “EP Holding Pledge Agreement”) with respect to 5,000,000 shares of Company common stock owned by EP Holding, to secure the obligations of the Company under the Convertible Note.
Finally, in connection with the Company’s obtaining the GBII Loan, a third party, VS Services, LLC (“VS Services”), the Company and GBII entered into a pledge agreement (the “GBII Pledge Agreement”) with respect to 1,276,225 shares of Company common stock owned by VS Services, to secure the obligations of the Company under the Convertible Note.
Submission of Matters to a Vote of Security Holders
On January 5, 2026, Exousia Pro Holding Management, LLC, the holder of the majority voting power of the Company, approved the adoption and filing of the Amended and Restated Articles with the State of Wyoming, which Amended and Restated Articles included a change in the Company’s corporate name to “Exousia Bio, Inc.”
Rescission Agreement
Effective March 14, 2026, the Company entered into a Rescission Agreement and Mutual Release (the “Rescission Agreement”) with Progenicyte Japan CO., LTD., a Japanese corporation (“Progenicyte”), with respect to that certain Plan and Agreement of Reorganization (the “Reorganization Agreement”) dated as of November 11, 2025, among the Company, LMMY and the shareholders of Exousia Ai, Inc., a Florida corporation, with one of such shareholders being Progenicyte. Pursuant to the Rescission Agreement, based on a mistake of fact, the 21,000,000 shares of Company common stock issued to Progenicyte under the Reorganization Agreement was cancelled. Also pursuant to the Reorganization Agreement, the Company and Progenicyte agreed to release the other from any all claims, whether existing or future in nature.
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(c) Trading Plans
During the three months ended
November 30, 2025,
Item 6. Exhibits
| Exhibit No. | Description |
| 3.1 | Articles of Amendment to Articles of Incorporation (Amended and Restated Articles of Incorporation), filed January 16, 2026. |
| 4.1 | Convertible Promissory Note dated January 20, 2026, $250,000 principal amount, in favor of GBII Partners Inc. |
| 10.1 | Pledge Agreement dated January 20, 2026, among the Company, VS Services, LLC and GBII Partners Inc. |
| 10.2 | Pledge Agreement dated January 20, 2026, among the Company, Exousia Pro Holding Management, LLC and GBII Partners Inc. |
| 10.3 | Irrevocable Transfer Agent Instruction letter between the Company and VStock Transfer, LLC, transfer agent of the Company’s common stock. |
| 10.4 | Rescission Agreement dated as of March 10, 2026. |
| 31.1 | Certification of the Principal Executive Officer Pursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 31.2 | Certification of the Principal Financial Officer Pursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| 32.1 | Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 10.4 | Rescission Agreement dated as of March 10, 2026. |
| 101.INS | XBRL Instances Document |
| 101.SCH | XBRL Taxonomy Extension Schema Document |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: March 17, 2026.
| L A M Y | |
| By: /s/ Matthew Dwyer | |
|
Matthew Dwyer Chief Executive Officer |
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