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[10-Q] Zeo ScientifiX, Inc. Quarterly Earnings Report

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
10-Q

Zeo ScientifiX, Inc. (ZEOX) filed a Form 10-Q showing constrained liquidity and a continuing operations focus on clinical and commercial support. The company reported $4,706,000 for the nine months ended July 31, 2025, used $335,000 of cash in operating activities in that period, and had a stockholders’ deficit of $2,314,000 at July 31, 2025. The balance sheet shows multiple finance leases entered into in June 2025 for equipment (one with 60 monthly payments of $1,600 at 2.7% and one with 36 monthly payments of $500 at 8.0%), and a recent asset purchase of BIO assets with a $200,000 purchase price largely allocated to inventory.

Capital structure items include $725,000 of convertible debt (convertible into up to 120,834 shares), significant stock-based compensation and warrant grants (including grants with a $1,428,000 fair value for warrants), and 263,333 unvested restricted shares (178,333 unissued). Revenue concentration is notable, with single customers representing double-digit percentages of revenues in multiple periods. The filing discloses commissions earned under a Sales Agreement ($62,000 for nine months ended July 31, 2025) and related-party product sales to an MSO tied to the Chief Medical Officer.

Zeo ScientifiX, Inc. (ZEOX) ha depositato un modulo Form 10-Q che evidenzia liquidità limitata e una focalizzazione delle operazioni sul supporto clinico e commerciale. L'azienda ha riportato 4.706.000 $ per i nove mesi terminati il 31 luglio 2025, ha utilizzato 335.000 $ di cassa nelle attività operative in quel periodo e aveva un deficit azionisti di 2.314.000 $ al 31 luglio 2025. Il bilancio mostra diversi leasing finanziari stipulati a giugno 2025 per attrezzature (uno con 60 pagamenti mensili di 1.600 $ al 2,7% e uno con 36 pagamenti mensili di 500 $ al 8,0%), e un recente acquisto di asset BIO con un prezzo di acquisto di 200.000 $, in gran parte assegnato a inventario.

Le voci della struttura del capitale includono 725.000 $ di debito convertibile (convertibile fino a 120.834 azioni), una significativa compensazione basata su azioni e concessioni di warrant (inclusi grant con un fair value di 1.428.000 $ per i warrant) e 263.333 azioni vincolate non vestite (178.333 non emesse). La concentrazione delle entrate è notevole, con clienti singoli che rappresentano percentuali double-digit delle entrate in diversi periodi. Il documento segnala commissioni guadagnate nell’ambito di un Sales Agreement (62.000 $ nei nove mesi terminati il 31 luglio 2025) e vendite di prodotti a una MSO legata al Chief Medical Officer.

Zeo ScientifiX, Inc. (ZEOX) presentó un Form 10-Q que muestra liquidez restringida y un enfoque de operaciones continuas en apoyo clínico y comercial. La empresa informó 4.706.000 $ para los nueve meses terminados el 31 de julio de 2025, utilizó 335.000 $ de efectivo en actividades operativas durante ese periodo y tenía un déficit de accionistas de 2.314.000 $ al 31 de julio de 2025. El balance muestra varios arrendamientos financieros suscritos en junio de 2025 para equipo (uno con 60 pagos mensuales de 1.600 $ al 2,7% y otro con 36 pagos mensuales de 500 $ al 8,0%), y una reciente compra de activos BIO con un precio de compra de 200.000 $, mayormente asignado a inventario.

Los elementos de estructura de capital incluyen 725.000 $ de deuda convertible (convertible a hasta 120.834 acciones), una significativa compensación basada en acciones y otorgamientos de warrants (incluidos otorgamientos con un valor razonable de 1.428.000 $ para los warrants), y 263.333 acciones restringidas no vested (178.333 no emitidas). La concentración de ingresos es notable, con clientes únicos que representan porcentajes de doble dígito de los ingresos en varios periodos. El informe revela comisiones ganadas bajo un Sales Agreement (62.000 $ para los nueve meses terminados el 31 de julio de 2025) y ventas de productos a una MSO vinculada al Director Médico.

Zeo ScientifiX, Inc. (ZEOX)는 유동성 제약과 임상 및 상업적 지원에 초점을 둔 운영 지속 가능성에 관한 Form 10-Q를 제출했습니다. 회사는 2025년 7월 31일로 종료된 9개월 동안 4,706,000달러를 보고했고, 해당 기간의 영업활동 현금 흐름으로 335,000달러를 사용했으며 2025년 7월 31일 현재 주주 자본 적자 2,314,000달러를 기록했습니다. 대차대조표에는 2025년 6월에 체결된 장비에 대한 여러 재무리스가 있으며(하나는 월 60회, 1,600달러, 2.7% 이자, 다른 하나는 월 36회, 500달러, 8.0% 이자), BIO 자산 매입이 200,000달러로 이루어졌고 주로 재고로 배정되었습니다.

자본 구조 항목으로 7,2500,000달러의 전환가능 부채가 포함되어 있으며(최대 120,834주로 전환 가능), 상당한 주식 기반 보상 및 워런트 부여가 있으며(워런트의 공정가치 1,428,000달러 포함), 미완성된 제한된 주식 263,333주가 있습니다(178,333주 발행되지 않음). 매출 집중도는 주 고객이 여러 기간에 걸쳐 매출의 두 자릿수 비율을 차지하는 것으로 주목됩니다. 해당 보고서는 판매계약에 따른 수수료(2025년 7월 31일로 종료된 9개월 동안 62,000달러) 및 CMO와 연결된 MSO에 대한 관련당사자 제품 매출을 공개합니다.

Zeo ScientifiX, Inc. (ZEOX) a déposé un formulaire Form 10-Q montrant une liquidité restreinte et une orientation opérationnelle axée sur le soutien clinique et commercial. L'entreprise a déclaré 4 706 000 $ pour les neuf mois terminés le 31 juillet 2025, a utilisé 335 000 $ de trésorerie dans les activités opérationnelles durant cette période et présentait au 31 juillet 2025 un déficit des actionnaires de 2 314 000 $. Le bilan montre plusieurs contrats de location-financement conclus en juin 2025 pour du matériel (l'un avec 60 paiements mensuels de 1 600 $ à 2,7 %, l'autre avec 36 paiements mensuels de 500 $ à 8,0 %), et un achat récent d'actifs BIO pour 200 000 $, majoritairement affecté à l'inventaire.

Les éléments de structure du capital incluent 725 000 $ de dette convertible (convertible en jusqu'à 120 834 actions), une compensation en actions et des attributions de warrants importantes (dont des attributions avec une juste valeur de 1 428 000 $ pour les warrants), et 263 333 actions restreintes non acquises (178 333 non émise). La concentration de revenus est notable, avec des clients uniques représentant des pourcentages à deux chiffres des revenus sur plusieurs périodes. Le dépôt divulgue des commissions gagnées dans le cadre d'un Sales Agreement (62 000 $ pour les neuf mois terminés le 31 juillet 2025) et des ventes de produits à une MSO liée au Chief Medical Officer.

Zeo ScientifiX, Inc. (ZEOX) hat ein Form 10-Q eingereicht, das eingeschränkte Liquidität und einen fortlaufenden Betriebsschwerpunkt auf klinische und kommerzielle Unterstützung zeigt. Das Unternehmen meldete 4.706.000 $ für die neun Monate zum 31. Juli 2025, setzte in dieser Periode 335.000 $ Cash in den operativen Aktivitäten ein und wies zum 31. Juli 2025 ein Zahlungsbilanzdefizit der Aktionäre von 2.314.000 $ aus. Die Bilanz weist mehrere Leasingverträge aus Juni 2025 für Ausrüstung aus (einer mit 60 monatlichen Zahlungen von 1.600 $ bei 2,7% Zinsen und einer mit 36 monatlichen Zahlungen von 500 $ bei 8,0%), sowie einen jüngsten Erwerb von BIO-Vermögenswerten mit einem Einkaufspreis von 200.000 $, der größtenteils dem Inventar zugewiesen wurde.

Kapitalstrukturelle Posten umfassen 725.000 $ wandelbare Schulden (wandelbar in bis zu 120.834 Aktien), erhebliche aktienbasierte Vergütungen und Warrant-Verleihungen (einschließlich Gewährungen mit einem Marktwert von 1.428.000 $ für Warrants) und 263.333 unvestete, eingeschränkte Aktien (178.333 unausgegeben). Die Umsatzkonzentration ist bemerkenswert, da Einzelkunden in mehreren Perioden zweistellige Anteile am Umsatz haben. Die Einreichung offenbart Provisionen aus einem Sales Agreement (62.000 $ für die neun Monate bis zum 31. Juli 2025) und produktspezifische Verkäufe an eine MSO, die mit dem Chief Medical Officer verbunden ist.

قدمت Zeo ScientifiX, Inc. (ZEOX) نموذج Form 10-Q يُظهر سيولة مقيدة وتركيزاً مستمراً في العمليات على الدعم السريري والتجاري. أبلغت الشركة عن 4,706,000 دولار للنهج التسعة المنتهية في 31 يوليو 2025، واستخدمت 335,000 دولار من النقد في الأنشطة التشغيلية في تلك الفترة، وكانت لديها عجز المساهمين قدره 2,314,000 دولار حتى 31 يوليو 2025. يظهر الميزانية عدة تأجير تمويلي تم الدخول فيها في يونيو 2025 لمعدات (أحدها يتضمن 60 قسطاً شهرياً قدره 1,600 دولار بنسبة 2.7% وآخر بـ36 قسطاً شهرياً قدره 500 دولار بنسبة 8.0%)، وشراء أصول BIO حديثاً بقيمة شراء 200,000 دولار مقسماً إلى حد كبير على المخزون.

تشمل عناصر بنية رأس المال 725,000 دولار من الدين القابل للتحويل (قابل للتحويل إلى حتى 120,834 سهماً)، تعويضات قائمة على الأسهم ومنح وِرْنتات مهمة (بما في ذلك منح بقيمة عادلة قدرها 1,428,000 دولار للوِرْنتات)، و263,333 سهماً مقيداً غير مكتمل (178,333 غير مُصدّرة). تركيز الإيرادات ملحوظ، مع عملاء فرديين يمثلون نسباً ذات رقمين من الإيرادات في فترات متعددة. الكشف يذكر عمولات مكتسبة بموجب اتفاق مبيعات (62,000 دولار للثلاثة أرباع المنتهية في 31 يوليو 2025) ومبيعات منتجات لطرف مرتبط بمنظمة MSO مرتبطة بالرئيس الطبي.

Zeo ScientifiX, Inc.(ZEOX)提交了 Form 10-Q,显示流动性受限并且运营重点仍在临床与商业支持。 公司在截至2025年7月31日的九个月中报告了4,706,000美元,在该期间的经营活动中使用了335,000美元现金,并在2025年7月31日时拥有股东资不抵债2,314,000美元。资产负债表显示2025年6月签署的多项租赁用于设备(其中一个为60期月供1,600美元,利率2.7%;另一个为36期月供500美元,利率8.0%),以及最近对BIO资产的购买,购买价为200,000美元,主要分配给存货。

资本结构项目包括725,000美元的可转换债务(可转换为最多120,834股)、大量基于股票的补偿和认股权证授予(包括认股权证公允价值为1,428,000美元的授予),以及263,333股未 vesting受限股(178,333未发行)。收入集中度显著,单一客户在多个期间占据两位数的收入比例。该披露还显示在销售协议下获得的佣金(截至2025年7月31日的九个月为62,000美元)以及向与首席医疗官相关的MSO的相关方产品销售。

Positive
  • Acquisition of BIO assets for $200,000 provided finished goods inventory and order-processing software to support sales operations
  • Leases for production/operational equipment became operational in June 2025, enabling depreciation and usage of new equipment
  • Commissions earned under Sales Agreement ($62,000 for nine months ended July 31, 2025) demonstrate revenue-generating activity
  • Structured equity and warrant grants may align consultant and executive incentives with commercial performance
Negative
  • Liquidity strain and going concern indicators: used $335,000 of cash in operations for nine months and reported a $2,314,000 stockholders’ deficit
  • High potential dilution: $725,000 convertible debt (convertible into up to 120,834 shares), large unvested restricted stock (263,333) and material warrants (grant value $1,428,000)
  • Revenue concentration: multiple large customers account for double-digit percentages of revenue (e.g., ~19.7%, 14.3%, 11.0%, etc.), increasing counterparty risk
  • Ongoing fixed obligations: finance leases with monthly payments and other contractual commitments increase near-term cash outflows

Insights

TL;DR: Liquidity and capital structure are the primary risks; convertible debt and large equity awards increase potential dilution.

The company shows constrained operating cash flow, using $335,000 in operating activities over nine months while reporting a stockholders’ deficit of $2,314,000. Short-term cash concentration and customer revenue concentration increase near-term risk. Material financing items include $725,000 of convertible debt convertible into 120,834 shares and significant unvested/issued equity awards and warrants with a combined multi-hundred-thousand-dollar fair value that will pressure capitalization if exercised or vested. Recent finance leases provide operational equipment capacity but add fixed cash obligations. Overall, the filing signals elevated liquidity and dilution risk for current shareholders.

TL;DR: Governance disclosures show significant related-party activity and large equity grants that warrant oversight by independent directors.

Related-party transactions include product sales to an MSO in which the Chief Medical Officer has an indirect interest; these and substantial equity-based compensation (including consultant shares, warrants, and officer stock transfers) require clear board oversight to manage conflicts and dilution. The Transfer of preferred shares to an interim CEO/CFO and numerous consultant/employee equity arrangements highlight governance matters investors should monitor. The company discloses litigation exposure and a put-right on post-acquisition shares, both of which affect shareholder rights and liquidity planning.

Zeo ScientifiX, Inc. (ZEOX) ha depositato un modulo Form 10-Q che evidenzia liquidità limitata e una focalizzazione delle operazioni sul supporto clinico e commerciale. L'azienda ha riportato 4.706.000 $ per i nove mesi terminati il 31 luglio 2025, ha utilizzato 335.000 $ di cassa nelle attività operative in quel periodo e aveva un deficit azionisti di 2.314.000 $ al 31 luglio 2025. Il bilancio mostra diversi leasing finanziari stipulati a giugno 2025 per attrezzature (uno con 60 pagamenti mensili di 1.600 $ al 2,7% e uno con 36 pagamenti mensili di 500 $ al 8,0%), e un recente acquisto di asset BIO con un prezzo di acquisto di 200.000 $, in gran parte assegnato a inventario.

Le voci della struttura del capitale includono 725.000 $ di debito convertibile (convertibile fino a 120.834 azioni), una significativa compensazione basata su azioni e concessioni di warrant (inclusi grant con un fair value di 1.428.000 $ per i warrant) e 263.333 azioni vincolate non vestite (178.333 non emesse). La concentrazione delle entrate è notevole, con clienti singoli che rappresentano percentuali double-digit delle entrate in diversi periodi. Il documento segnala commissioni guadagnate nell’ambito di un Sales Agreement (62.000 $ nei nove mesi terminati il 31 luglio 2025) e vendite di prodotti a una MSO legata al Chief Medical Officer.

Zeo ScientifiX, Inc. (ZEOX) presentó un Form 10-Q que muestra liquidez restringida y un enfoque de operaciones continuas en apoyo clínico y comercial. La empresa informó 4.706.000 $ para los nueve meses terminados el 31 de julio de 2025, utilizó 335.000 $ de efectivo en actividades operativas durante ese periodo y tenía un déficit de accionistas de 2.314.000 $ al 31 de julio de 2025. El balance muestra varios arrendamientos financieros suscritos en junio de 2025 para equipo (uno con 60 pagos mensuales de 1.600 $ al 2,7% y otro con 36 pagos mensuales de 500 $ al 8,0%), y una reciente compra de activos BIO con un precio de compra de 200.000 $, mayormente asignado a inventario.

Los elementos de estructura de capital incluyen 725.000 $ de deuda convertible (convertible a hasta 120.834 acciones), una significativa compensación basada en acciones y otorgamientos de warrants (incluidos otorgamientos con un valor razonable de 1.428.000 $ para los warrants), y 263.333 acciones restringidas no vested (178.333 no emitidas). La concentración de ingresos es notable, con clientes únicos que representan porcentajes de doble dígito de los ingresos en varios periodos. El informe revela comisiones ganadas bajo un Sales Agreement (62.000 $ para los nueve meses terminados el 31 de julio de 2025) y ventas de productos a una MSO vinculada al Director Médico.

Zeo ScientifiX, Inc. (ZEOX)는 유동성 제약과 임상 및 상업적 지원에 초점을 둔 운영 지속 가능성에 관한 Form 10-Q를 제출했습니다. 회사는 2025년 7월 31일로 종료된 9개월 동안 4,706,000달러를 보고했고, 해당 기간의 영업활동 현금 흐름으로 335,000달러를 사용했으며 2025년 7월 31일 현재 주주 자본 적자 2,314,000달러를 기록했습니다. 대차대조표에는 2025년 6월에 체결된 장비에 대한 여러 재무리스가 있으며(하나는 월 60회, 1,600달러, 2.7% 이자, 다른 하나는 월 36회, 500달러, 8.0% 이자), BIO 자산 매입이 200,000달러로 이루어졌고 주로 재고로 배정되었습니다.

자본 구조 항목으로 7,2500,000달러의 전환가능 부채가 포함되어 있으며(최대 120,834주로 전환 가능), 상당한 주식 기반 보상 및 워런트 부여가 있으며(워런트의 공정가치 1,428,000달러 포함), 미완성된 제한된 주식 263,333주가 있습니다(178,333주 발행되지 않음). 매출 집중도는 주 고객이 여러 기간에 걸쳐 매출의 두 자릿수 비율을 차지하는 것으로 주목됩니다. 해당 보고서는 판매계약에 따른 수수료(2025년 7월 31일로 종료된 9개월 동안 62,000달러) 및 CMO와 연결된 MSO에 대한 관련당사자 제품 매출을 공개합니다.

Zeo ScientifiX, Inc. (ZEOX) a déposé un formulaire Form 10-Q montrant une liquidité restreinte et une orientation opérationnelle axée sur le soutien clinique et commercial. L'entreprise a déclaré 4 706 000 $ pour les neuf mois terminés le 31 juillet 2025, a utilisé 335 000 $ de trésorerie dans les activités opérationnelles durant cette période et présentait au 31 juillet 2025 un déficit des actionnaires de 2 314 000 $. Le bilan montre plusieurs contrats de location-financement conclus en juin 2025 pour du matériel (l'un avec 60 paiements mensuels de 1 600 $ à 2,7 %, l'autre avec 36 paiements mensuels de 500 $ à 8,0 %), et un achat récent d'actifs BIO pour 200 000 $, majoritairement affecté à l'inventaire.

Les éléments de structure du capital incluent 725 000 $ de dette convertible (convertible en jusqu'à 120 834 actions), une compensation en actions et des attributions de warrants importantes (dont des attributions avec une juste valeur de 1 428 000 $ pour les warrants), et 263 333 actions restreintes non acquises (178 333 non émise). La concentration de revenus est notable, avec des clients uniques représentant des pourcentages à deux chiffres des revenus sur plusieurs périodes. Le dépôt divulgue des commissions gagnées dans le cadre d'un Sales Agreement (62 000 $ pour les neuf mois terminés le 31 juillet 2025) et des ventes de produits à une MSO liée au Chief Medical Officer.

Zeo ScientifiX, Inc. (ZEOX) hat ein Form 10-Q eingereicht, das eingeschränkte Liquidität und einen fortlaufenden Betriebsschwerpunkt auf klinische und kommerzielle Unterstützung zeigt. Das Unternehmen meldete 4.706.000 $ für die neun Monate zum 31. Juli 2025, setzte in dieser Periode 335.000 $ Cash in den operativen Aktivitäten ein und wies zum 31. Juli 2025 ein Zahlungsbilanzdefizit der Aktionäre von 2.314.000 $ aus. Die Bilanz weist mehrere Leasingverträge aus Juni 2025 für Ausrüstung aus (einer mit 60 monatlichen Zahlungen von 1.600 $ bei 2,7% Zinsen und einer mit 36 monatlichen Zahlungen von 500 $ bei 8,0%), sowie einen jüngsten Erwerb von BIO-Vermögenswerten mit einem Einkaufspreis von 200.000 $, der größtenteils dem Inventar zugewiesen wurde.

Kapitalstrukturelle Posten umfassen 725.000 $ wandelbare Schulden (wandelbar in bis zu 120.834 Aktien), erhebliche aktienbasierte Vergütungen und Warrant-Verleihungen (einschließlich Gewährungen mit einem Marktwert von 1.428.000 $ für Warrants) und 263.333 unvestete, eingeschränkte Aktien (178.333 unausgegeben). Die Umsatzkonzentration ist bemerkenswert, da Einzelkunden in mehreren Perioden zweistellige Anteile am Umsatz haben. Die Einreichung offenbart Provisionen aus einem Sales Agreement (62.000 $ für die neun Monate bis zum 31. Juli 2025) und produktspezifische Verkäufe an eine MSO, die mit dem Chief Medical Officer verbunden ist.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended July 31, 2025

 

OR

 

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to ____________

 

Commission file number: 000-55008

 

Zeo ScientifiX, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada   47-4180540
(State or Other Jurisdiction of
Incorporation or Organization)
  (I.R.S. Employer
Identification No.)
     

3321 College Avenue, Suite 246

Davie, FL

  33314
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (888) 963-7881

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
None   N/A   N/A

 

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

 

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 such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

 

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 during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files.) Yes ☒   No ☐

 

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 “accelerated filer”, “large accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer Accelerated Filer
Non-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 Exchange Act). Yes ☐   No ☒

 

As of September 12, 2025, there were 6,551,094 shares of common stock, $0.001 par value per share, issued and outstanding.

 

 

 

 

 

 

ZEO SCIENTIFIX, INC.

 

TABLE OF CONTENTS

 

        PAGE NO.
PART I   FINANCIAL INFORMATION    
         
Item 1.   Condensed Unaudited Financial Statements   1
         
Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations.   22
         
Item 3.   Quantitative and Qualitative Disclosures About Market Risk.   29
         
Item 4.   Controls and Procedures.   29
         
PART II   OTHER INFORMATION    
         
Item 1.   Legal Proceedings.   30
         
Item 1A.   Risk Factors.   30
         
Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.   30
         
Item 3.   Defaults Upon Senior Securities.   30
         
Item 4.   Mine Safety Disclosures.   30
         
Item 5.   Other Information.   30
         
Item 6.   Exhibits.   30
         
Signatures   31

 

i

 

 

Unless stated otherwise, the words “we,” “us,” “our,” the “Company” or “ZEO” in this Quarterly Report on Form 10-Q (this “Report”) refer to Zeo ScientifiX, Inc., a Nevada corporation, and its subsidiaries.

 

Cautionary Note Regarding Forward- Looking Statements

 

The statements contained in this Report that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. Statements using words such as “may,” “could,” “should,” “expect,” “plan,” “project,” “strategy,” “forecast,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” or similar expressions help identify forward-looking statements.

 

The forward-looking statements contained in this Report are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this Report are not guarantees of future performance, and management cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will in fact occur. The Company’s actual results may differ materially from those anticipated, estimated, projected or expected by management.

 

All forward-looking statements speak only as of the date of this Report. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise.

 

ii

 

 

Part I – FINANCIAL INFORMATION

 

Item 1.Financial Statements

 

Zeo ScientifiX, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts rounded to the nearest thousand except share amounts)

 

                 
    July 31,
2025
    October 31,
2024
 
    (Unaudited)        
ASSETS                
Current Assets                
Cash   $ 314,000     $ 657,000  
Accounts receivable, net of allowance for bad debts     -       194,000  
Other receivables     1,000       3,000  
Prepaid expenses     490,000       79,000  
Inventories     258,000       232,000  
Total Current Assets     1,063,000       1,165,000  
                 
Property and equipment, net     589,000       478,000  
TOTAL ASSETS   $ 1,652,000     $ 1,643,000  
                 
LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT                
Current Liabilities                
Accounts payable and accrued expenses   $ 2,422,000     $ 1,719,000  
Finance lease obligations     28,000       5,000  
Convertible promissory note, net of debt discount of $27,000 and $45,000     698,000       680,000  
Obligation to repurchase shares     18,000       -  
Deferred revenue     709,000       884,000  
Total Current Liabilities     3,875,000       3,288,000  
                 
Long term finance lease obligations     91,000       8,000  
Total Liabilities     3,966,000       3,296,000  
                 
Commitments and contingencies                
                 
Shares Subject To Possible Redemption                
Series C Preferred Stock, $0.001 par value, 100 shares authorized; 100 and 100 shares issued and outstanding, respectively     -       -  
                 
Stockholders’ Deficit                
Common stock, $0.001 par value, 2,500,000,000 shares authorized; 6,501,094 and 6,344,817 shares issued and outstanding, respectively     6,000       6,000  
Additional paid-in capital     64,599,000       60,554,000  
Accumulated deficit     (66,919,000 )     (62,213,000 )
Total Stockholders’ Deficit     (2,314,000 )     (1,653,000 )
                 
TOTAL LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT   $ 1,652,000     $ 1,643,000  

 

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

 

1

 

 

Zeo ScientifiX, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Amounts rounded to the nearest thousand except share amounts)

(Unaudited)

 

                                 
    Three Months Ended
July 31,
    Nine Months Ended
July 31,
 
    2025     2024     2025     2024  
Revenues (includes sales to related parties of approximately $56,000, $35,000, $123,000, and $204,000, respectively)   $ 1,306,000     $ 1,091,000     $ 3,545,000     $ 3,376,000  
                                 
Cost of revenues     228,000       176,000       675,000       619,000  
                                 
Gross profit     1,078,000       915,000       2,870,000       2,757,000  
                                 
General and administrative expenses     3,149,000       2,083,000       7,588,000       6,651,000  
                                 
Loss from operations     (2,071,000 )     (1,168,000 )     (4,718,000 )     (3,894,000 )
                                 
Other income (expense)                                
Interest expense     (23,000 )     (23,000 )     (66,000 )     (70,000 )
Impairment of non-marketable securities in a related entity     -       (45,000 )     -       (45,000 )
Other income     22,000       224,000       78,000       558,000  
                                 
Net loss   $ (2,072,000 )   $ (1,012,000 )   $ (4,706,000 )   $ (3,451,000 )
                                 
Net loss per common share - basic and diluted   $ (0.32 )   $ (0.16 )   $ (0.74 )   $ (0.55 )
                                 
Weighted average number of common shares outstanding - basic and diluted     6,405,443       6,259,975       6,365,248       6,254,652  

 

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

 

2

 

 

Zeo ScientifiX, Inc.

CONDENSED CONSOLIDATED CHANGES TO STOCKHOLDERS’ DEFICIT

For the Three Months and Nine Months Ended July 31, 2025 and 2024

(Amounts rounded to the nearest thousand except share amounts)

(Unaudited)

 

Three Months Ended July 31,

 

                                         
                Additional           Total  
    Common Stock     Paid In     Accumulated     Stockholders’  
    Shares     Par Value     Capital     Deficit     Deficit  
Balance May 1, 2024     6,332,419     $ 6,000     $ 58,241,000     $ (59,947,000 )   $ (1,700,000 )
Sale of common stock     250,000       -       500,000       -       500,000  
Reverse split round-up adjustment     -       -       -       -       -  
Cancellation of shares in connection with litigation     -       -       -       -       -  
Exchange of accounts payable for stock     -       -       -       -       -  
Fair value of equity instruments issued for compensation:                                        
Fair value of vested shares issued     -       -       31,000        -       31,000  
Fair value of vested options issued     -       -       173,000       -       173,000  
Fair value of vested warrants issued     -       -       586,000       -       586,000  
Net loss     -       -       -       (1,012,000 )     (1,012,000 )
Balance July 31, 2024     6,582,419       6,000       59,531,000       (60,959,000 )     (1,422,000 )
                                         
Balance May 1, 2025     6,344,817     $ 6,000     $ 62,741,000     $ (64,847,000 )   $ (2,100,000 )
Fair value of equity instruments issued for compensation:                                        
Fair value of vested shares issued     105,000       -       70,000       -       70,000  
Fair value of vested options issued     -       -       722,000       -       722,000  
Fair value of vested warrants issued     -       -       958,000       -       958,000  
Purchase of BioLumina assets     30,000       -       58,000       -       58,000  
Exercise of warrants     21,277       -       50,000       -       50,000  
Net loss     -       -       -       (2,072,000 )     (2,072,000 )
Balance July 31, 2025     6,501,094     $ 6,000     $ 64,599,000     $ (66,919,000 )   $ (2,314,000 )

 

Nine Months Ended July 31,

 

   Common Stock   Additional
Paid In
   Accumulated   Total
Stockholders’
 
   Shares   Par Value   Capital   Deficit   Deficit 
Balance October 31, 2023   7,283,483   $7,000   $56,260,000   $(57,508,000)  $(1,241,000)
Sale of common stock   250,000    -    500,000    -    500,000 
Reverse split round-up adjustment   5,803    -    -    -    - 
Cancellation of shares in connection with litigation   (1,164,742)   (1,000)   1,000    -    - 
Exchange of accounts payable for stock   20,000    -    20,000    -    20,000 
Fair value of equity instruments issued for compensation:                         
Fair value of vested shares issued   187,875    -    418,000    -    418,000 
Fair value of vested options issued   -    -    692,000    -    692,000 
Fair value of vested warrants issued   -    -    1,640,000    -    1,640,000 
Net loss   -    -    -    (3,451,000)   (3,451,000)
Balance July 31, 2024   6,582,419    6,000    59,531,000    (60,959,000)   (1,422,000)
                          
Balance October 31, 2024   6,344,817   $6,000   $60,554,000   $(62,213,000)  $(1,653,000)
Fair value of equity instruments issued for compensation:                         
Fair value of vested shares issued   105,000    -    123,000    -    123,000 
Fair value of vested options issued   -    -    1,236,000    -    1,236,000 
Fair value of vested warrants issued   -    -    2,578,000    -    2,578,000 
Purchase of BioLumina assets   30,000    -    58,000    -    58,000 
Exercise of warrants   21,277    -    50,000    -    50,000 
Net loss   -    -    -    (4,706,000)   (4,706,000)
Balance July 31, 2025   6,501,094   $6,000   $64,599,000   $(66,919,000)  $(2,314,000)

 

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

 

3

 

 

Zeo ScientifiX, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts rounded to the nearest thousand except share amounts)

(Unaudited)

 

                 
    Nine Months Ended
July 31,
 
    2025     2024  
CASH FLOWS FROM OPERATING ACTIVITIES                
Net loss   $ (4,706,000 )   $ (3,451,000 )
Adjustments to reconcile net loss to net cash used in operating activities:                
Depreciation and amortization expense     53,000       56,000  
Amortization of OID and commitment fee discount – Promissory notes     18,000       18,000  
Stock-based compensation     3,937,000       2,751,000  
Reserve of non- marketable securities – related party     -       45,000  
Change in obligation to repurchase shares     2,000       -  
Write-off of advances payable to former officer     -       (221,000 )
Changes in operating assets and liabilities:                
Accounts receivable, net of allowance for bad debts     194,000       (2,000 )
Other receivable     2,000       -  
Prepaid expenses     (237,000 )     (233,000 )
Inventories     (26,000 )     60,000  
Accounts payable and accrued expenses     603,000       (721,000 )
Security deposits     -       7,000  
Deferred revenue     (175,000 )     607,000  
Net cash used in operating activities     (335,000 )     (1,084,000 )
                 
CASH FLOWS FROM INVESTING ACTIVITIES                
Purchase of fixed assets     (23,000 )     -  
Investment in non-marketable equity securities – related party     -       (45,000 )
Net cash used in financing activities     (23,000 )     (45,000 )
                 
CASH FLOWS FROM FINANCING ACTIVITIES                
Proceeds from sale of common stock     -       500,000  
Proceeds from exercise of warrants     50,000       -  
Payments on finance leases     (35,000 )     (22,000 )
Net cash provided by financing activities     15,000       478,000
                 
Decrease in cash     (343,000 )     (651,000 )
Cash at beginning of period     657,000       1,756,000  
Cash at end of period   $ 314,000     $ 1,105,000  
                 
SUPPLEMENTAL CASH FLOW INFORMATION:                
Cash paid for taxes   $ -     $ -  
Cash paid for interest   $ -     $ 3,000  
                 
NON-CASH INVESTING AND FINANCING TRANSACTIONS:                
Reduction in accounts payable for equipment returned to vendor   $ -     $ 21,000  
Exchange of shares for payables   $ -     $ 20,000  
Finance lease obligations   $ 140,000     $ -  
Stock issued – Purchase of BioLumina assets   $ 58,000     $ -  
Royalty payable in connection with purchase of BioLumina assets   $ 100,000     $ -  
Obligation to repurchase shares in connection with purchase of BioLumina assets   $ 16,000     $ -  

 

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

 

4

 

 

Zeo ScientifiX, Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS AND NINE MONTHS PERIODS ENDED JULY 31, 2025 AND 2024

(UNAUDITED)

 

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

 

Zeo ScientifiX, Inc. (“ZEO” or the “Company”) (f/k/a Organicell Regenerative Medicine, Inc.) was incorporated on August 9, 2011 in the State of Nevada under the name Bespoke Tricycles Inc. (changed to Biotech Products Services and Research, Inc. during September 2015 and to Organicell Regenerative Medicine, Inc., effective June 20, 2018). Effective February 20, 2024, we further amended our Articles of Incorporation to assume our current name, Zeo ScientifiX, Inc.

 

The Company is a clinical-stage biopharmaceutical company principally focusing on the development of innovative biological therapeutics for the treatment of degenerative diseases and regenerative medicine. The Company’s proprietary products, including Zofin™, are derived from perinatal sources and manufactured to retain the naturally occurring extracellular vesicles, proteins and cell secreted nanoparticles and Patient Pure X™ (“PPX™”), an autologous biologic containing a nanoparticle fraction that is precipitated from a patient’s own peripheral blood (“RAAM Products”). Our RAAM Products and related services are principally used in the health care industry administered through doctors and clinics (“Providers”).

 

The Company has recently developed and begun to distribute additional products that incorporate its proprietary ingredients for products to be used in topical aesthetic applications and is actively exploring further development of additional products to be used in other topical aesthetic applications. During November 2024, the Company announced that it was launching the first planned collaborative topical product with its affiliate Exotropin LLC; “ZEO HAIR GROW™ Powered By Exotropin™”.

 

For the nine months ended July 31, 2025 and 2024, the Company principally operated through General Surgical of Florida, Inc., a Florida corporation and wholly owned subsidiary, which was formed to sell the Company’s therapeutic products to Providers.

 

Effective November 28, 2023, we implemented a one-for-200 reverse stock split (the “Reverse Split”). The par value of the Company’s common stock was unchanged at $0.001 per share after the Reverse Split. As a result, on the effective date of the Reverse Split, the stated capital on the Company’s balance sheet attributable to the Company’s common stock was reduced proportionately based on the Reverse Split ratio of one-for-200 and the additional paid-in capital account was credited with the amount by which the stated capital was reduced. All share and per share amounts referenced herein give effect to the Reverse Split as of the earliest period presented.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying condensed consolidated financial statements are unaudited and include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. In the opinion of management, the condensed unaudited consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position as of July 31, 2025, the results of its operations for the three and nine months ended July 31, 2025 and 2024 and the cash flows for the nine months ended July 31, 2025 and 2024. Results of operations for the fiscal periods presented herein are not necessarily indicative of fiscal year-end results.

 

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to the rules and regulations of the Securities Exchange Commission, although we believe that the disclosures made are adequate to make the information not misleading. These unaudited consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended October 31, 2024 filed with the Securities and Exchange Commission.

 

All amounts presented have been rounded to the nearest thousand except share amounts, share prices and earnings per share.

 

5

 

 

Concentrations of Risk

 

Credit Risk

 

The balance sheet items that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. Balances in accounts are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $250,000 per institution. At July 31, 2025, the Company did not have cash balances in one financial institution in excess of FDIC insurance coverage limits.

 

Major Customers

 

During the three months ended July 31, 2025, the Company sold products and services totaling approximately $257,000 (19.7%) to a large medical practice group, approximately $186,000 (14.3%) to another large medical practice group and approximately $144,000 (11.0%) to a large distributor and medical practice group.

 

During the nine months ended July 31, 2025, the Company sold products and services totaling approximately $527,000 (14.9%) to a large medical practice group, approximately $474,000 (13.4%) to another large medical practice group and approximately $384,000 (10.8%) to a large distributor and medical practice group.

 

During the three months ended July 31, 2024, the Company sold products and services totaling approximately $178,000 (16.3%) to a large distributor.

 

During the nine months ended July 31, 2024, the Company sold products and services totaling approximately $570,000 (16.8%) to a large distributor, approximately $418,000 (12.3%) to another large distributor and approximately $382,000 (11.2%) to an individual medical practice.

 

The Company’s sales agreements are non-exclusive and the Company does not believe it has any exposure based on the customers of its products.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles of the United States 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 year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

 

Those estimates and assumptions include estimates for credit loss reserves for accounts receivable, assumptions used in valuing inventories at net realizable value, impairment testing of recorded long-term assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in valuing equity instruments issued for services, and assumptions used in the determination of the Company’s liquidity.

 

Revenue Recognition

 

The Company follows the guidance of the Financial Accounting Standards Board (“FASB’) Accounting Standards Update (“ASU”) Topic 606 “Revenue from Contracts with Customers” which requires the Company to recognize revenue in amounts that reflect the prorata completion of the performance obligations of the Company required under the contracts.

 

The Company recognizes revenue only when it transfers control of a promised good or service to a customer in an amount that reflects the consideration it expects to receive in exchange for the good or service. Our performance obligations are satisfied and control is transferred at a point-in-time, which is typically when the transfer and title to the product sold has taken place and there is evidence of our customer’s satisfactory acceptance of the product shipment or delivery except in those instances when the customer has made prior arrangements with the Company to store the product purchased by the customer at the Company’s facilities that is to be delivered at a later date to be designated by the customer. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue on the Company’s consolidated balance sheet.

 

6

 

 

Net Income (Loss) Per Common Share

 

Basic income (loss) per common share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of fully vested common shares outstanding during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of fully vested shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity instruments.

 

At July 31, 2025, the Company had 4,290,444 common shares issuable upon the exercise of options and warrants (vested and unvested), 263,333 unvested restricted stock (178,333 unissued), $725,000 of convertible debt securities (convertible into a maximum of 120,834 shares) and $100,000 of future obligations in connection with the purchase of the BioLumina assets that may be settled through the issuance of common stock (convertible into a maximum of 40,000 shares) that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the nine months ended July 31, 2025.

 

At July 31, 2024, the Company had 3,787,527 common shares issuable upon the exercise of options and warrants (vested and unvested), 182,500 unvested and unissued restricted stock and $725,000 of convertible debt securities (convertible into a maximum of 120,834 shares) that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the nine months ended July 31, 2024.

 

Stock-Based Compensation

 

All stock-based payments are recognized in the financial statements based on their fair values.

 

The Company periodically issues stock options and stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation whereby the value of the award is measured on the date of grant and recognized for employees as compensation expense on the straight-line basis over the vesting period. Recognition of compensation expense for non-employees is in the same period and manner as if the Company had paid cash for the services.

 

The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.

 

Research and Development Costs

 

Research and development costs consist of direct and indirect costs associated with the development of the Company’s technologies. These costs are expensed as incurred. Our research and development expenses were approximately $2,000 and $49,000 for the three months ended July 31, 2025 and 2024, respectively and approximately $31,000 and $82,000 for the nine months ended July 31, 2025 and 2024, respectively. The research and development costs primarily relate to the filing and approval of IND applications and the performance of clinical trials.

 

Fair Value of Financial Instruments

 

The Company includes fair value information in the notes to financial statements when the fair value of its financial instruments is different from the book value. When the book value approximates fair value, no additional disclosure is made.

 

The Company follows FASB ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities and convertible debt. The estimated fair value of cash, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments.

 

7

 

 

The Company follows the provisions of ASC 820 with respect to its financial instruments. As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement.

 

Level one — Quoted market prices in active markets for identical assets or liabilities;

 

Level two — Inputs other than level one inputs that are either directly or indirectly observable such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and

 

Level three — Unobservable inputs that are supported by little or no market activity and developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

 

The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

 

Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter.

 

The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, accounts payable and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of convertible notes approximate their fair values because interest rates on these obligations are based on prevailing market interest rates.

 

Segment Information

 

Under ASC 280, Segment Reporting, operating segments are defined as components of an enterprise where discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company has one component. Therefore, the Company’s Chief Executive Officer, who is also the CODM, makes decisions and manages the Company’s operations as a single operating segment for the manufacture and distribution of its products.

 

Recently Issued Accounting Pronouncements

 

In January 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, in November 2024, and ASU 2025-01, Clarifying the Effective Date. These 6 updates require entities to provide disaggregated disclosure of income statement expenses. The ASUs do not affect the expense captions presented on the face of the income statement but instead require the disaggregation of certain expense captions into specified categories within the footnotes to the financial statements. The ASUs will become effective for the Company beginning December 1, 2027, and is not expected to have a material impact on its consolidated financial statements and related disclosures.

 

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses. This ASU requires public companies with a single reportable segment to provide all disclosures required under ASC 280. In addition, this ASU requires public companies to include in interim reports all disclosures related to a reportable segment’s profit or loss and assets that are currently required in annual reports. While the ASU implements further segment disclosure requirements, it does not change how an entity identifies its operating or reportable segments and it will have no impact on the Company’s consolidated financial condition, results of operations or cash flows. This ASU is applicable to the Company’s Annual Report on Form 10-K for the fiscal year ending October 31, 2025, and subsequent interim periods. Early adoption is permitted and the amendments must be applied retrospectively to all prior periods presented.

 

Management does not believe that any other recently issued, but not yet effective, authoritative guidance, if currently adopted, would have a material impact on the Company’s financial statements, including their presentation and related disclosures.

 

8

 

 

NOTE 3 – GOING CONCERN

 

The unaudited accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has had limited revenues since its inception. The Company incurred net losses of $4,706,000 for the nine months ended July 31, 2025 and used $335,000 of cash in operating activities during that period. In addition, the Company had a stockholders’ deficit of $2,314,000 at July 31, 2025.

 

United States Food and Drug Administration (“FDA”) regulations which were announced in November 2017 and which became effective in May 2021 require that the sale of products that fall under Section 351 of the Public Health Services Act pertaining to marketing traditional biologics and human cells, tissues and cellular and tissue based products (“HCT/Ps”) can only be sold pursuant to an approved biologics license application (“BLA”). The Company has not obtained any opinion or ruling regarding the Company’s operations and whether the processing, sales and distribution of the products it currently produces would be subject to the FDA’s previously announced intended enforcement policies regarding HCT/P’s.

 

As a result of the above, the Company’s efforts to establish a stabilized source of sufficient revenues to cover operating costs has yet to be achieved and ultimately may prove to be unsuccessful unless (a) the Company’s ability to process, sell and distribute the products currently being produced or developed in the future are not restricted; and/or (b) additional sources of working capital through operations or debt and/or equity financings are realized. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

Management anticipates that the Company will remain dependent, for the near future, on additional investment capital to fund ongoing operating expenses and research and development costs related to development of new products and to perform required clinical studies in connection with the sale of its products. The Company does not have any assets to pledge for the purpose of borrowing additional capital. In addition, the Company relies on its ability to produce and sell products it manufactures that are subject to changing technology and regulations that it currently sells and distributes to its customers. The Company’s current market capitalization, common stock liquidity and available authorized shares may hinder its ability to raise equity proceeds. The Company anticipates that future sources of funding, if any, will therefore be costly and dilutive, if available at all.

 

In view of the matters described in the preceding paragraphs, recoverability of the recorded asset amounts shown in the accompanying consolidated balance sheet assumes that (a) the Company is able to continue to produce products or obtain products under supply arrangements which are in compliance with current and future regulatory guidelines; (b) the Company will be able to establish a stabilized source of revenues, including efforts to expand sales internationally and the development of new product offerings and/or designations of products; (c) obligations to the Company’s creditors are not accelerated; (d) the Company’s operating expenses remain at current levels and/or the Company is successful in restructuring and/or deferring ongoing obligations; (e) the Company is able to continue its research and development activities, particularly in regards to remaining compliant with the FDA and ongoing safety and efficacy of its products; and/or (f) the Company obtains additional working capital to meet its contractual commitments and maintain the current level of Company operations through debt or equity sources.

 

There is no assurance that the products we currently produce will not be subject to the FDA’s previously announced intended enforcement policies regarding HCT/P’s and/or the Company will be able to complete its revenue growth strategy. There is no assurance that the Company’s research and development activities will be successful or that the Company will be able to timely fund the required costs of those activities. Without sufficient cash reserves, the Company’s ability to pursue growth objectives will be adversely impacted. Furthermore, despite significant effort since July 2015, the Company has thus far been unsuccessful in achieving a stabilized source of revenues.

 

If revenues do not increase and stabilize, if the Company’s ability to process, sell and/or distribute the products currently being produced or developed in the future are restricted, and/or if additional funds cannot otherwise be raised, the Company might be required to seek other alternatives which could include the sale of assets, closure of operations and/or protection under the U.S. bankruptcy laws.

 

The independent auditor’s report dated January 29, 2025 included in our Annual Report on Form 10-K for the year ended October 31, 2024 included an explanatory paragraph as to the Company’s ability to continue as a going concern. As of July 31, 2025, based on the factors described above, the Company concluded that there was substantial doubt about its ability to continue to operate as a going concern for the 12 months following the issuance of these financial statements.

 

9

 

 

NOTE 4 – INVENTORIES

 

               
    July 31,
2025
    October 31,
2024
 
Raw materials and supplies   $ 182,000     $ 164,000  
Finished goods     76,000       68,000  
Total inventories   $ 258,000     $ 232,000  

 

NOTE 5 – PROPERTY AND EQUIPMENT

 

               
    July 31,
2025
    October 31,
2024
 
Finance lease equipment   $ 156,000     $ 13,000  
Manufacturing equipment     778,000       757,000  
      934,000       770,000  
Less: accumulated depreciation     (345,000 )     (292,000 )
Total property and equipment, net   $ 589,000     $ 478,000  

 

Depreciation expense totaled $19,000 and $18,000 for the three months ended July 31, 2025 and 2024, respectively.

 

Depreciation expense totaled $53,000 and $56,000 for the nine months ended July 31, 2025 and 2024, respectively.

 

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

 

               
    July 31,
2025
    October 31,
2024
 
Equity in non-marketable securities   $ 145,000       145,000  
Reserve on carrying value of investment in non-marketable securities   $ (145,000 )     (145,000 )
Equity in non-marketable securities   $ -       -  

 

As of July 31, 2025 and October 31, 2024, the Company invested $145,000 in the non-marketable equity securities of Exotropin (“Exotropin”), a privately-held skin-care formulator in an effort to accelerate the Company’s development of expertise with respect to the skincare industry and the potential supply of the Company’s products in future formulations.

 

As of July 31, 2025 and October 31, 2024, the Company has recorded total reserves against the carrying value of its investment of Exotropin of $145,000, based on the limited financial history of Exotropin to date and the lack of any information to ascertain the fair value of Exotropin.

 

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 participate, its interest in Exotropin would be reduced to approximately 5.8% from 9.0% based on all other members fully participating in the November Capital Call. There have been no further capital calls on the Company.

 

10

 

 

Sales Representative Agreement

 

In November 2023, the Company entered into a Sales Representative Agreement (the “Sales Agreement”) with Exotropin to support the commercialization of its proprietary topical products. Under the Sales Agreement, the Company is entitled to receive commissions on the net sales value of Exotropin products sold to pre-approved customers introduced by the Company, including retailers (10%), wholesale distributors (5%), private label customers (10%), and direct-to-consumer customers (15%).

 

In connection with the Sales Agreement, the Company and Exotropin co-developed a topical product for the treatment of hair loss, branded as “ZEO HAIR GROW™ Powered By Exotropin™,” which launched in November 2024 (the “Collaboration”). Under the terms of the Collaboration, the Company is responsible for sales and marketing, and the parties agreed to share equally in the net profits from product sales, after reimbursement of direct cash costs incurred by either party.

 

On August 15, 2025, the Company provided Exotropin with formal notice of termination of the Sales Agreement for cause. Exotropin has denied the allegations and responded with its own demands, including that the Company cease sales of the co-developed product. The Company is currently evaluating its legal options and intends to protect its rights under the Sales Agreement and the Collaboration.

 

For the three months ended July 31, 2025 and 2024, $19,000 and $0, respectively, of commissions were earned under the Sales Agreement. For the nine months ended July 31, 2025 and 2024, $62,000 and $87,000, respectively, of commissions were earned under the Sales Agreement. The commissions earned under the Sales Agreement are reflected in other income in the unaudited consolidated financial statements.

 

NOTE 7 – FINANCE LEASE OBLIGATIONS

 

During April 2025, the Company entered into a lease agreement for certain lab equipment in the amount of $125,000 (“Lease Agreement”). The Lease Agreement was accounted for as a finance lease obligation. Under the terms of the lease agreement, the Company is required to make 60 equal monthly payments of $1,600 plus applicable sales taxes. Under the lease agreement, the Company has the option to acquire all of the leased equipment for a nominal amount upon termination of the lease. The annual interest rate charged in connection with the lease is 2.7%. Lease payments and depreciation of the leased equipment began during June 2025, the date that the lease equipment was installed and became operational. The leased equipment is included in Property and equipment and is being depreciated over their estimated useful lives of 15 years beginning from the date it became operational.

 

During June 2025, the Company entered into a lease agreement for certain lab equipment in the amount of $15,000 (“Lease Agreement”). The Lease Agreement was accounted for as a finance lease obligation. Under the terms of the lease agreement, the Company is required to make 36 equal monthly payments of $500 plus applicable sales taxes. Under the lease agreement, the Company has the option to acquire all of the leased equipment for a nominal amount upon termination of the lease. The annual interest rate charged in connection with the lease is 8.0%. Lease payments and depreciation of the leased equipment began during June 2025, the date that the lease equipment was installed and became operational. The leased equipment is included in Property and Equipment and is being depreciated over it estimated useful life of 3 years beginning from the date it became operational.

 

As of July 31, 2025, $119,000 was due under finance lease obligations lease through 2030, of which $28,000 is current.

 

NOTE 8 – RELATED PARTY TRANSACTIONS

 

For the three months ended July 31, 2025 and 2024 and the nine months ended July 31, 2025 and 2024, the Company sold a total of approximately $37,000, $35,000, $61,000 and $117,000, respectively, of product to a management services organization (“MSO”) that provides administrative services and contracts for medical supplies for several medical practices, of which Dr. George Shapiro, the Company’s Chief Medical Officer and a member of the board of directors has an indirect economic interest in the parent company that owns the MSO.

 

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 fully participating in the November Capital Call (see Note 6).

 

11

 

 

NOTE 9 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

               
    July 31,
2025
    October 31,
2024
 
Accrued payroll related liabilities   $ 667,000     $ 667,000  
Lab equipment and supplies payables     369,000       54,000  
Clinical trial and research payables     653,000       648,000  
Legal fees payable     250,000       127,000  
Other professional fees payable     167,000       119,000  
Interest payable     48,000       5,000  
Royalty payable     100,000       -  
Accrued commissions payable     25,000       18,000  
Construction payables     9,000       9,000  
Other payables and accrued expenses     134,000       72,000  
Total Accounts Payable and Accrued Expenses   $ 2,422,000     $ 1,719,000  

 

NOTE 10 – NOTES PAYABLE

 

               
    July 31,
2025
    October 31,
2024
 
Convertible Promissory Notes   $ 725,000     $ 725,000  
Unamortized discount     (27,000 )     (45,000 )
Total Notes Payable   $ 698,000     $ 680,000  

 

Convertible Promissory Notes

 

The Convertible Promissory Notes are due September 30, 2026. Interest on the Convertible Promissory Notes is 8% payable annually and together with the principal amount on the maturity date.

 

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

 

Holders of the Convertible Promissory Notes will have the right, at any time during the period commencing on April 1, 2024 and ending on the earliest to occur of the Maturity Date, the date of a Prepayment or the date of an automatic conversion, to convert the Convertible Promissory Note in whole, but not in part, and accrued interest thereon into Shares at a conversion price equal to 80% of the average of the daily VWAP of the Shares (as defined in the Convertible Promissory Note) for twenty consecutive (20) trading days ending on the date the investor gives the Company a notice of conversion, subject to a minimum conversion price of $6.00 per Share. As of July 31, 2025, the notes are convertible into a maximum of 120,834 shares.

 

12

 

 

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

 

In connection with the issuance of the Convertible Promissory Notes, the Company recorded a discount in the amount of $72,000. The discount is being amortized over the term of Convertible Promissory Notes. For the three months ended July 31, 2025 and 2024, $6,000 and $6,000, respectively, of the discounts recorded in connection with the issuance of the Convertible Promissory Notes have been amortized. For the nine months ended July 31, 2025 and 2024, $18,000 and $18,000, respectively, of the discounts recorded in connection with the issuance of the Convertible Promissory Notes have been amortized.

 

At July 31, 2025, the unamortized debt discount recorded in connection with the issuance of the Convertible Promissory Notes was $27,000.

 

NOTE 11 – CAPITAL STOCK

 

Series C Preferred Shares

 

During December 2024, Skycrest requested that it be allowed to transfer the 50 shares of Series C Preferred Shares of the Company it holds to Ian T. Bothwell, the Company’s Interim Chief Executive Officer and Chief Financial Officer (“Transfer”). In December 2024, the Board of Directors of the Company approved the Transfer and the Transfer was completed.

 

Common Stock

 

On November 7, 2023, the Company filed a certificate of amendment to its Articles of Incorporation to affect a reverse split of our issued and outstanding common stock on a one-for-two-hundred basis. The reverse stock split was effective with FINRA on November 28, 2023 (the “Reverse Split”). The par value of the Company’s common stock was unchanged at $0.001 per share after the Reverse Split. All share and per share amounts have been retroactively adjusted to reflect the split as if it occurred at the earliest period presented.

 

2021 Plan

 

In September 2021, the Company adopted the 2021 Equity Incentive Plan (“2021 Plan”). The 2021 Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, and Performance Shares (an “Award”) to any person who is an employee or director of, or consultant to the Company. 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’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; or (b) a committee designated by the board, which Committee shall be constituted in such a manner as to satisfy the applicable laws and to permit such grants and related transactions under the Plan to be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed, such committee shall continue to serve in its designated capacity until otherwise directed by the board. The board of directors may at any time amend, suspend, or terminate the Plan; provided, however, that no such amendment shall be made without the approval of the Company’s shareholders to the extent such approval is required by applicable laws.

 

As of July 31, 2025, a total of 1,620,482 Awards (net of 1,218,647 Awards redeposited for future issuance) that have been awarded under the 2021 Plan remain issued and outstanding.

 

13

 

 

Sale Of Common Stock

 

On July 25, 2025, ZEO entered into a subscription agreement with a single accredited investor (the “Investor”). Pursuant to which the Investor agreed to purchase 250,000 shares of our common stock (the “Shares”) in a private transaction for an aggregate purchase price of $1,000,000 (the “Purchase Price”). The Shares will be issued and sold and the Purchase Price paid in ten (10) equal monthly installments commencing on August 1, 2025 and ending on May 1, 2026. The August 1, 2025 and September 1, 2025 installment payments were made in accordance with the subscription agreement and the Company issued the investor 25,000 and 25,000 Shares, respectively.

 

Restricted Stock Awards

 

Effective February 1, 2025, in connection with an agreement with an independent sales representative (“Representative”), the Company agreed to grant the Representative 40,000 shares of the Company’s common stock which shall vest quarterly over a 2-year period beginning with the first month subsequent to the monthly period that the Representative has generated a cumulative amount of sales for the Company in excess of $500,000 (“Sales Milestone”). Upon a termination of the Agreement for cause or the failure of the Representative to achieve the Sales Milestone during the 1st year of the Agreement, all unvested shares as of such time shall be forfeited (except in the case of a sale of the Company). In addition, the Representative will be entitled to receive commissions on sales of the Company’s products to customers introduced by the Representative in the form of cash and common stock of the Company based on sales milestones. The agreement may be terminated by the Company at any time upon 30 days written notice for failure of Representative to meet sales targets, to be solely determined by the Company. The fair value of the shares as of the date of grant was $104,000. The Company will amortize $104,000 of stock-based compensation expense over the vesting term of the agreement beginning once the Representative has achieved the minimum Sales Milestone. As Consultant has not met Sales Milestone, there was no expense recognized during the period.

 

On May 8, 2025, the Company entered into an agreement with a non-affiliated consultant (the “Consultant”) to advise the Company on strategic communication investor relation programs (“Consulting Agreement”). In connection with the Consultant Agreement, the Company granted the Consultant 100,000 shares of common stock (“Shares”) and warrants to purchase an additional 500,000 shares of common stock (the “Warrants”). 50,000 of the Shares vested upon execution of the Consulting Agreement and the remaining 50% will vest on the six-month anniversary of the Consulting Agreement. The fair value of the Shares as of the date of grant was $286,000. The Company will amortize the $286,000 of stock-based compensation expense over the term of the Consulting Agreement. The Company amortized $48,000 of expense for the three-months and nine months ended July 31, 2025. The Warrants vest in five equal tranches of 100,000 shares, at various exercise prices ranging between $3.50 - $10.00 per share, and are exercisable on the terms provided in the Consulting Agreement. Once vested, the Warrants are exercisable for a period of ninety (90) days from the date they become exercisable. The Company valued the warrants on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 4.00%, (2) term of 3 years, (3) expected stock volatility of 143%, and (4) expected dividend rate of 0%. The grant date fair value of the warrants granted was $1,428,000. The Company will amortize $1,428,000 of stock-based compensation based on the vesting of the Warrants.

 

Effective May 23, 2025, in connection with an agreement with a second consultant (“Second Consultant”), the Company agreed to grant the Second Consultant 40,000 shares of the Company’s common stock which shall vest quarterly over a 2-year period commencing on the date that sales obtained by the Company from customers introduced by Second Consultant exceed $400,000 (“Milestone”) and provided that the Milestone is achieved by December 31, 2025. Upon termination of the agreement for any reason, any unvested stock shall be forfeited. In addition, the Second Consultant will be entitled to receive commissions on sales of the Company’s products to customers introduced by the Representative in the form of cash and common stock of the Company based on sales milestones. The agreement may be terminated by the Company at any time by either party upon 30 days written notice. The fair value of the shares as of the date of grant was $82,000. The Company will amortize $82,000 of stock-based compensation prorata over the vesting period once the Consultant has achieved minimum Sales Milestone.

 

14

 

 

On June 25, 2025, in connection with the Acquisition (see Note 13), the Company issued 30,000 restricted shares of the Company’s common stock valued at $58,000.

 

A summary of unvested restricted stock activity for the nine months ended July 31, 2025 are presented below:

 

                       
    Number of
Non-vested
Shares
    Fair Value     Weighted-
Average
Grant Date
Value
 
Non-vested Shares at October 31, 2024     185,000     $ 257,000     $ 1.79  
Non-vested Shares Granted     130,000     $ 372,000     $ 2.86  
Vested     (51,667 )   $ (75,000 )   $ -  
Expired/Forfeited     -     $ -     $ -  
Non-vested Shares at July 31, 2025     263,333     $ 554,000     $ 2.32  

 

The Company recorded a total of $22,000 and $75,000 of stock-based compensation expense based on the grant date fair value of these shares during the three months and nine months ended July 31, 2025, respectively.

 

There was approximately $554,000 of unamortized compensation associated with unvested stock grants outstanding as of July 31, 2025 that will be amortized over their respective remaining service periods.

 

NOTE 12 – STOCK OPTIONS AND WARRANTS

 

The Company has issued option securities under its Incentive Plan and warrants entitling the holder to purchase shares of its common stock at specified prices and for specified exercise periods.

 

Options

 

A summary of the Company’s option activity for the nine months ended July 31, 2025 is presented below:

 

                               
    Number of
Shares
    Weighted-
average
Exercise Price
    Remaining
Contractual
Term (years)
    Aggregate
Intrinsic Value
 
Outstanding at October 31, 2024     963,288     $ 2.94       8.07     $ -  
Granted     241,341     $ 2.90       5.00     $ -  
Exercised     -     $ -       -     $ -  
Expired/Forfeited     (7,147 )   $ 4.50       3.85     $ -  
Outstanding at July 31, 2025     1,197,482     $ 2.92       6.81     $ -  
Exercisable at July 31, 2025     874,848     $ 3.01       6.90     $ -  

 

During the nine months ended July 31, 2025, under its Incentive Plan, the Board approved the granting of options to certain employees to purchase 11,341 shares of its common stock. The options vest annually over 3 years, expire five years from the date of grant and had an aggregate fair value of $39,000 at the date of grant.

 

15

 

 

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

 

       
Exercise prices   $ 4.50  
Expected dividends     -  
Expected volatility     152 %
Risk free interest rate     4.36 %
Expected term of options     5.0 years  

 

During the nine months ended July 31, 2025, the Board approved the granting of options to purchase 65,000 shares of its common stock to Dr. Everts, Chief Science and Technology Officer of the Company and Mr. Ron Borsheim, Chief Sales Officer of the Company in accordance with their employment agreements. The options are exercisable until the fifth anniversary date of the date of issuance and had an aggregate fair value of $177,125. The options vest over a five-year periods. The Company valued the options using a Black-Scholes option pricing model with the following assumptions:

 

     
Exercise prices  $2.50 - $3.08 
Expected dividends   - 
Expected volatility   149% - 151%
Risk free interest rate   3.91% - 4.34%
Expected term of options   5.0 years 

 

On May 8, 2025, under its Incentive Plan, the Board approved the granting of options to certain employees, officers and directors to purchase 165,000 shares of its common stock. 153,000 of the options vest immediately and 12,000 of the options vest over a 4-month period, expire five years from the date of grant and had an aggregate fair value of $472,000 at the date of grant. The Company valued the options using a Black-Scholes option pricing model with the following assumptions:

 

     
Exercise prices  $2.86 
Expected dividends   - 
Expected volatility   148%
Risk free interest rate   4.00%
Expected term of options   5.0 years 

 

Options totaling 7,147 that were previously issued to certain employees that were no longer employed by the Company as of July 31, 2025, were forfeited.

 

During the three months ended July 31, 2025 and 2024, the Company amortized $722,000 and $173,000, respectively, of stock compensation costs associated with options vesting during the period.

 

During the nine months ended July 31, 2025 and 2024, the Company amortized $1,236,000 and $692,000, respectively, of stock compensation costs associated with options vesting during the period.

 

There was approximately $670,000 of unamortized compensation associated with options outstanding as of July 31, 2025 that will be amortized over their respective remaining service periods.

 

16

 

 

Warrants

 

A summary of the Company’s warrant activity for the nine months ended July 31, 2025 is presented below:

 

                               
    Number of
Shares
    Weighted-
average
Exercise Price
    Remaining
Contractual
Term (years)
    Aggregate
Intrinsic Value
 
Outstanding at October 31, 2024     2,559,239     $ 3.77       7.97     $ -  
Granted     555,000     $ 2.86       3.20     $ -  
Exercised     (21,277 )   $ 2.35       2.02     $ -  
Expired/Forfeited     -     $ -       -     $ -  
Outstanding at July 31, 2025     3,092,962     $ 3.62       6.49     $ -  
Exercisable at July 31, 2025     2,379,073     $ 3.89       7.05     $ -  

 

In connection with the Consulting Agreement discussed in Note 11, the Company granted the Consultant warrants to purchase 500,000 shares of its common stock (the “Warrants”). The Warrants vest in five equal tranches of 100,000 shares, at various exercise prices ranging between $3.50 - $10.00 per share, and are exercisable based upon meeting certain conditions provided in the Consulting Agreement. Once vested, the Warrants are exercisable for a period of ninety (90) days from the date they become exercisable. The Company valued the warrants on the date of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 4.00%, (2) term of 3 years, (3) expected stock volatility of 143%, and (4) expected dividend rate of 0%. The grant date fair value of the warrants granted was $1,428,000. The Company will begin to amortize the $1,428,000 when management estimates the vesting the conditions are probable of being achieved.

 

On May 8, 2025, the Company awarded warrants to purchase 55,000 shares of our common stock to Greyt Ventures, LLC, a principal shareholder of the Company in consideration of consulting services rendered to the Company. The warrants are fully vested as of the award date and are exercisable for a period of five (5) years from the award date at an exercise price of $2.86 per share. The Company valued the options using a Black-Scholes option pricing model with the following assumptions:

 

     
Exercise prices  $2.86 
Expected dividends   - 
Expected volatility   148%
Risk free interest rate   4.00%
Expected term of options   5.0 years 

 

On July 25, 2025, the Company received notice from a holder of warrants to exercise 21,277 warrants to purchase 21,277 shares of common stock of the Company for a total exercise price of $50,000 ($2.35 per share). The proceeds were received, and the shares were issued on July 30, 2025.

 

During the three months ended July 31, 2025 and 2024, the Company amortized $958,000 and $586,000, respectively, of stock compensation costs associated with warrants vesting during the period.

 

17

 

 

During the nine months ended July 31, 2025 and 2024, the Company amortized $2,578,000 and $1,640,000, respectively, of stock compensation costs associated with warrants vesting during the period.

 

There was approximately $1,678,000 of unamortized compensation associated with warrants outstanding as of July 31, 2025 that will be amortized over their respective remaining service periods.

 

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

 

NOTE 13 – COMMITMENTS AND CONTINGENCIES

 

Joint Venture with BioXtek, LLC

 

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

 

The Joint Venture contemplates, among other matters:

 

The Company relocating its current operations located at Nova Southeastern University in Davie, Florida, to sublet space at the BioXtek Facility in Pompano Beach, Florida expected to be completed by May 31. 2025, which will include administrative, laboratory (research and development) and clean room (tissue processing) space, as well as shared common area space;

 

The Company and BioXtek establishing a jointly-owned (50/50) special purpose entity (the “SPE”), to pursue the development and commercialization of agreed upon products including membrane patches that are used primarily in the wound care and surgical markets (“Membrane Products”), and conduct and complete required clinical trials and/or studies for mutually agreed upon indications and products with the goal of the SPE obtaining FDA approval in the form of a BLA license or other designated license required by the FDA to permit the SPE to commercialize the product(s) (the “SPE Business”). The Company and BioXtek have agreed to use their respective commercially reasonable efforts to secure funding for the SPE Business. In addition, under the terms of the Joint Venture, the SPE will become the exclusive distributor (subject to certain agreed upon exceptions for current customers of BioXtek) of the Membrane Products;

 

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

 

The Company and BioXtek are continuing to work in good faith towards the preparation, authorization, execution and delivery of a series of definitive agreements documenting the Joint Venture, including the mutual agreement to modify certain terms as set forth in the Binding MOU with respect to the Company relocating its operations to the BioXtek Facility and the structure of how the parties will collaborate in future clinical trials and the sale of products that were intended to be sold in connection with the SPE Business.

 

Deferred Revenue

 

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

 

               
    July 31,
2025
    October 31,
2024
 
Advances On Future Purchases Of Inventory   $ 295,000     $ 608,000  
Sales To Customers Not Yet Delivered     414,000       276,000  
Total Deferred Revenue   $ 709,000     $ 884,000  

 

18

 

 

Employment Agreements

 

Dr. Peter A. M. Everts, Ph.D.

 

Effective February 7, 2025, Dr. Peter A. M. Everts, Ph.D. (“Dr. Everts”) was appointed the Company’s Chief Scientific and Technology Officer. Dr. Everts’ employment agreement provides for a base salary of $220,000 for the first year and $235,000 per annum for each subsequent year it is in effect, subject to adjustment of up to $15,000, in the event certain compensation under a consulting agreement which Dr. Everts is party to with a non-affiliated third party is not paid. In connection with the employment agreement, Dr. Everts was granted an option under the 2021 Plan to purchase 25,000 shares of our common stock at a price of $3.05 per share (fair market value on the date of grant) (“Everts Option”). The Everts Option vests 50% on the one-year anniversary of the effective date of the employment agreement and 50% on the second anniversary, contingent upon Dr. Everts’ continued employment with the Company and to the extent vested, expires five years from the date of grant.

 

Dr. Everts may also be paid a performance bonus to the extent earned, based on criteria established by the Company’s Board of Directors, and may be eligible to participate in the employee benefit plans maintained by the Company and generally applicable to other senior executives of the Company.

 

Dr. Everts’ employment with the Company is “At Will” meaning that his employment with the Company and his employment agreement may be terminated by the Company at any time, for any reason or for no reason at all and with or without “Cause” (as defined in the Agreement). Notwithstanding the foregoing, if at any time after the first ninety (90) days of the term, the Company terminates Dr. Everts’ employment without Cause or Dr. Everts terminates his employment with the Company for “Good Reason” (as defined in the Agreement), Dr. Everts will be entitled to receive an amount equal to one quarter (1/4) month’s salary for each successive three (3) months of employment completed as severance.

 

On July 18, 2025, Dr. Everts resigned his position with the Company effective August 1, 2025. As a result of Dr. Everts resignation, the Everts Option was forfeited effective August 1, 2025.

 

Ron Borsheim

 

Effective April 1, 2025, Ron Borsheim was appointed the Company’s Chief Sales Officer - Aesthetics. Mr. Borsheim’s employment agreement provides for a base salary of $225,000 and the grant of an option under ZEO’s Equity Incentive Plan (the “Incentive Plan”) to purchase 40,000 shares of our common stock at a price of $2.50 per share (fair market value on the date of grant) (the “Option”). The Option vests 50% on the one-year anniversary of the effective date of the employment agreement and 50% on the second anniversary, contingent upon Mr. Borsheim’s’ continued employment with the Company and to the extent vested, expires five years from the date of grant.

 

Mr. Borsheim may also be paid a performance bonus to the extent earned, based on criteria established by the Company’s Board of Directors or its Compensation Committee, and is eligible to participate in the employee benefit plans maintained by the Company and generally applicable to other senior executives of the Company.

 

Mr. Borsheim’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 employment agreement). Notwithstanding the foregoing, if at any time after the first ninety (90) days of the term, the Company terminates Mr. Borsheim’s employment without Cause or Mr. Borsheim terminates his employment with the Company for “Good Reason” (as defined in the employment agreement), Mr. Borsheim will be entitled to receive an amount equal to one quarter (1/4) month’s salary for each successive three (3) months of employment completed as severance.

 

Mr. Borsheim’s employment agreement contains customary confidentiality, non-competition and non-solicitation covenants.

 

19

 

 

Purchase Commitments

 

During July 2025, the Company entered into an exclusive supply agreement (“Supply Agreement”) with a third-party contract manufacturer (“CDMO”) in connection with the manufacturing and processing of certain biological products (“CDMO Products”) that the Company that the Company intends to sell to third party medical providers. Under the terms of the Supply Agreement, the Company paid an initial deposit of $225,000 on August 1, 2025 and is required to pay an additional $225,000 deposit upon confirmation that the CDMO has initiated cGMP processing of the CDMO Products. Under the terms of the Supply Agreement, the deposits will be applied against the actual CDMO Products that are released to the Company. The Company has agreed to make a minimum of 8 purchase orders within specified periods based on satisfactory release of prior productions of the CDMO Products (“Minimum Purchase Orders”). In connection with each purchase order, the Company is required to have minimum deposits paid to the CDMO equal to 50% of the value of the purchase order. The Supply Agreement may be extended by the Company based on submitting a minimum amount of additional purchase orders after the Minimum Purchase Orders have been released.

 

Legal Matters

 

Dr. Golub

 

On November 19, 2024, Howard Golub, M.D., the Company’s former Chief Science Officer (“Plaintiff”), filed a complaint in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida against the Company, alleging a breach of contract as a result of the Company’s failure to pay Plaintiff severance in the amount of $150,000 in connection with the non-renewal of the Plaintiff’s employment agreement with the Company. Plaintiff is demanding judgment in the amount of $150,000 plus interest and attorney’s fees. The Company is currently exploring its legal options and intends to vigorously defend against the lawsuit.

 

Other

 

In addition to the foregoing, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in any such matter may harm our business.

 

NOTE 14 – ACQUISITION OF BIOLUMINA ASSETS

 

On June 25, 2025 (“Closing Date”), the Company entered into a stock purchase agreement with BioLumina, LLC (“BIO”), a Delaware limited liability company, and all of its members (each a “Member” and collectively “Members”), whereby the Company acquired all of the outstanding membership interests of BIO (“Acquisition”) held by the Members for a total purchase price of $200,000 (“Purchase Price”). The assets of BIO at the time of the Acquisition consisted primarily of finished goods inventory valued at $200,000 (“Inventory”) of which $23,000 was on hand and the remaining $177,000 (reflected as prepaid expenses in the unaudited balance sheet at July 31, 2025) is to be delivered by October 31, 2025, certain intellectual property consisting of various trademarks applications that have been submitted and are pending review and approval, and certain software platforms used to process product sales orders. At the time of the Acquisition, BIO’s historical cumulative sales were less than $50,000. The Company treated the purchase of BIO as an acquisition of assets. The Company did not assign any value to the intellectual property. Inventory was valued at the lower of replacement cost or the portion of the Purchase Price allocated towards inventory.

 

The Purchase Price is to be paid as follows:

 

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

 

(b)30,000 restricted shares of the Company’s common stock valued at $75,000 (the “Zeo Shares”) issued on the Closing Date, to the Members, pro rata; with respect to which the Members will be accorded (1) piggyback registration rights under the Securities Act of 1933, as amended and (2) a right to put their Zeo Shares back to the Company on the first anniversary of Closing (the “True Up Date”) at a price of $2.50 per share ($75,000 in the aggregate); and

 

20

 

 

(c)A royalty, payable to the Members, pro rata, equal to 10% of the gross cash proceeds (excluding shipping, handling, returns and credits) received by the Company from the sale of BIO’s Inventory acquired at closing (the “Product”) during the first year following the Closing Date, up to a maximum of $100,000 (the “Royalty”) which Royalty will be payable to the Members, pro rata, within 5 business days of the True-Up Date. In the event the Royalty amount as of the True-Up Date is less than $100,000 (a “Shortfall”), then the Company agrees to pay the Members, pro rata, a cash payment in the amount of the Shortfall within 90 days after the True-Up Date. In addition, the Members shall have the option, to apply their pro rata share of the Royalty (inclusive of any Shortfall), to the purchase of additional restricted shares of the Company’s common stock at purchase price equal to 75% of the average closing trading price of the common stock for the 5 trading days immediately prior to the True-Up Date, provided however that in no event shall the purchase price be lower than $2.50 per Share.

 

In connection with the Acquisition, the Company recorded an obligation of $16,500 representing the difference in the fair value of the ZEO Shares on the Closing Date ($58,500) and the amount that the Company has agreed to provide in the event of a Shortfall. At July 31, 2025, the Company recorded an additional obligation of $2,000 to reflect the loss in the fair value of the ZEO Shares from the Closing Date.

 

NOTE 15 – OTHER INCOME

 

               
    Three Months Ended
July 31,
 
    2025     2024  
Other income                
Gain on write-off of advances payable to former officer   $ -     $ 221,000  
Commissions on sales of Exotropin products     19,000       -  
Other     3,000       3,000  
Total   $ 22,000     $ 224,000  

 

           
   Nine Months Ended
July 31,
 
   2025   2024 
Other income          
Gain on write-off of advances payable to former officer  $-   $221,000 
Resolution and settlement of long outstanding payables   -    154,000 
Commissions on sales of Exotropin products   62,000    87,000 
Proceeds from insurance claim   -    89,000 
Other   16,000    7,000 
Total  $78,000   $558,000 

 

21

 

 

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

 

Business Overview

 

We are a clinical-stage biopharmaceutical company principally focusing on the development of innovative biological therapeutics for the treatment of degenerative diseases and regenerative medicine. The Company’s proprietary products, including Zofin™, are derived from perinatal sources and manufactured to retain the naturally occurring extracellular vesicles, proteins and cell secreted nanoparticles and Patient Pure X™ (“PPX™”), an autologous biologic containing a nanoparticle fraction that is precipitated from a patient’s own peripheral blood (“RAAM Products”). Our RAAM Products and related services are principally used in the health care industry administered through doctors and clinics (“Providers”).

 

The Company is a clinical-stage biopharmaceutical company principally focusing on the development of innovative biological therapeutics for the treatment of degenerative diseases and regenerative medicine. The Company’s proprietary products, including Zofin™, are derived from perinatal sources and manufactured to retain the naturally occurring extracellular vesicles, proteins and cell secreted nanoparticles and Patient Pure X™ (“PPX™”), an autologous biologic containing a nanoparticle fraction that is precipitated from a patient’s own peripheral blood (“RAAM Products”). Our RAAM Products and related services are principally used in the health care industry administered through doctors and clinics (“Providers”).

 

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

 

To date, the Company has obtained certain Investigational New Drug (“IND”), emergency IND (“eIND”) approvals from the FDA, including applicable Institutional Review Board (“IRB”) approvals which authorized the Company to commence clinical trials or treatments in connection with the use of Zofin™ and PPX™ and related treatment protocols. The Company is pursuing efforts to complete its already approved clinical studies as well as obtaining approval to commence additional studies for other specific indications it has identified that the use of its products will provide more favorable and desired health related benefits for patients seeking alternative treatment options than are currently available. The ability of the Company to succeed in these efforts is subject to among other things, the Company having sufficient available working capital to fund the substantial costs of completing clinical trials, which the Company currently does not have, and ultimately, obtaining approval from the FDA.

 

Current FDA guidance requires that the sale of products that fall under Section 351 of the Public Health Services Act pertaining to marketing traditional biologics and human cells, tissues and cellular and tissue-based products (“HCT/Ps”) can only be sold pursuant to an approved biologics license application (“BLA”).

 

We have not obtained any opinion or ruling regarding the Company’s operations and whether the processing, sales and distribution of the products we currently produce would be subject to the FDA’s previously announced intended enforcement policies regarding HCT/P’s. However, we do not believe that our products fall within these guidelines and intend to vigorously defend against any adverse interpretation by the FDA on the classification of our products that may be deemed as falling under this defined regulation, if any. Notwithstanding the foregoing, we are undertaking efforts on an ongoing basis to mitigate any potential risks associated with an adverse ruling by the FDA and the subsequent limitations on our ability to continue to generate revenues from the sale of our products in the United States until the Company obtains the required licenses. The efforts include continuing with clinical trials, expanding sales internationally and developing new product offerings and/or designations of products that would not fall under these regulations.

 

22

 

 

All share and per share amounts referenced herein give effect as of the earliest period presented to a 200 for one reverse stock split implemented effective November 28, 2023.

 

The following discussion of the Company’s results of operations and liquidity and capital resources should be read in conjunction with our condensed unaudited financial statements and related notes thereto appearing in “Item 1. Financial Statements” of Part I of this Report.

 

Results of Operations

 

Three months ended July 31, 2025, as compared to three months ended July 31, 2024

 

Revenues. Our revenues for the three months ended July 31, 2025 were $1,306,000, compared to revenues of $1,091,000 for the three months ended July 31, 2024. The increase in revenues during the three months ended July 31, 2025 of $215,000 or 19.7% from the three months ended July 31, 2024, was due to increases in revenues associated with its PPX™ service platform during the three months ended July 31, 2025, compared with the three months ended July 31, 2024, partially offset by decreases in revenues from the Company’s allogenic aesthetic biologic products sold during the three months ended July 31, 2025, compared with the three months ended July 31, 2024.

 

The revenues and percentage of overall unit sales derived from the Company’s higher concentration allogenic aesthetic biologic product offerings, lower concentration allogenic aesthetic biologic product offerings and its PPX™ service platform for the three months ended July 31, 2025, as compared to the three months ended July 31, 2024 are presented below:

 

    Three Months Ended
July 31,
2025
    Three Months Ended
July 31,
2024
   

Change In Revenues &
Percentage Of
Overall Revenues

    Inc (Dec)
In Units
Sold
 
Higher Concentration Allogenic Aesthetic Biologics   $ 573,000       43.9 %   $ 529,000       48.5 %   $ 44,000       4.0 %     12.4 %
Lower Concentration Allogenic Aesthetic Biologics   $ 299,000       22.9 %   $ 366,000       33.5 %   $ (67,000 )     -6.1 %     -13.9 %
    $ 872,000       66.8 %   $ 895,000       82.0 %   $ (23,000 )     -2.1 %        
                                                         
PPX™   $ 363,000       27.8 %   $ 157,000       14.4 %   $ 206,000       18.9 %        
Other   $ 71,000       5.4 %   $ 39,000       3.6 %   $ 32,000       2.9 %        
Total   $ 1,306,000       100.0 %   $ 1,091,000       100.0 %   $ 215,000       19.7 %        

 

The increase in the overall unit sales associated with its PPX™ service platform was primarily due the Company’s continued sales and marketing efforts which included engaging additional sales representatives, participation in industry related conferences, sponsoring of educational webinars and from sales of PPX™ to the Company’s existing customers.

 

The Company attributes the net decrease in revenues from higher and lower concentration allogenic aesthetic biologic products sold during the three months ended July 31, 2025, compared to the three months ended July 31, 2024 due to additional product competition in the marketplace which attracted greater demand for the Company’s lower priced allogenic aesthetic biologic product offerings and lower demand for the Company’s higher priced allogenic aesthetic biologic product offerings during the three months ended July 31, 2025, compared with the three months ended July 31, 2024.

 

23

 

 

Cost of Revenues. Our cost of revenues for the three months ended July 31, 2025 was $228,000, as compared to cost of revenues of $176,000 for the three months ended July 31, 2024. The increase in the cost of revenues for the three months ended July 31, 2025 of $52,000 or 29.9%, from the three months ended July 31, 2024, was due to the increase of approximately $57,000 of cost of revenues associated with its PPX™ service platform during the three months ended July 31, 2025, compared with the three months ended July 31, 2024, partially offset by a decrease of approximately $5,000 in the costs of revenues for its allogenic aesthetic biologic products sold for the three months ended July 31, 2025, as compared to the three months ended July 31, 2024.

 

The increase in the cost of revenues associated with its PPX™ service platform was the result of an increase in units sold during the three months ended July 31, 2025, as compared to the three months ended July 31, 2024.

 

Gross Profit. Our gross profit for the three months ended July 31, 2025 was $1,078,000 (82.5% of revenues), as compared to gross profit of $915,000 (83.9% of revenues) for the three months ended July 31, 2024. The increase in gross profit during the three months ended July 31, 2025 of $163,000 (17.7%) was the result of increases in the gross margins received from sales of its PPX™ service platform, partially offset from reduced gross margins received from the sale of its allogenic aesthetic biologic products.

 

In addition, the percentage of the Company’s revenues associated with its PPX™ service platform, which has a higher cost of revenues as compared to the Company’s allogenic aesthetic biologic product offerings, increased to 27.8% of revenues for the three months ended July 31, 2025, as compared with 14.4% of revenues for the three months ended July 31, 2024. The percentage of the Company’s revenues associated with its allogenic aesthetic biologic product decreased to 66.8% of revenues for the three months ended July 31, 2025, as compared with 82.0% of revenues for the three months ended July 31, 2024.

 

General and Administrative Expenses. General and administrative expenses for the three months ended July 31, 2025 were $3,149,000, as compared with $2,083,000 for the three months ended July 31, 2024, an increase of $1,066,000 or 51.0%. The increase in the general and administrative expenses for the three months ended July 31, 2025, from the three months ended July 31, 2024, was primarily the result of (a) increased stock-based compensation costs to advisors, consultants and administrative staff totaling approximately $959,000 and (b) increased professional fees of approximately $118,000 during the three months ended July 31, 2025, as compared to the three months ended July 31, 2024.

 

Other income. Other income for the three months ended July 31, 2025 was $22,000, as compared to other income of $224,000 for the three months ended July 31, 2024, a decrease of $202,000. The decrease in other income was principally due to a reduction in non-recurring income in connection with the write-off of advances payable to an affiliate of a former executive of $221,000 resulting from the inability of the affiliate to enforce a claim to collect the advances as the period of statute of limitations had run that occurred during the three months ended July 31, 2024, partially offset from the increase in commissions received from sales of Exotropin products of approximately $18,000 during the three months ended July 31, 2025 as compared to the three months ended July 31, 2024.

 

Other expense for the three months ended July 31, 2025 was $23,000, as compared to other expense of $68,000, for the three months ended July 31, 2024, a decrease of $45,000. The decrease in other expense was the result of reserves recorded during the three months ended July 31, 2024 against the carrying value of the Company’s investments in equity securities of $45,000. There were no reserves against the carrying value of the Company’s investments in equity securities during the three months ended July 31, 2025.

 

Nine months ended July 31, 2025, as compared to nine months ended July 31, 2024

 

Revenues. Our revenues for the nine months ended July 31, 2025 were $3,545,000, compared to revenues of $3,376,000 for the nine months ended July 31, 2024. The increase in revenues during the nine months ended July 31, 2025 of $169,000 (5.0%) from the nine months ended July 31, 2024, was due to increases in revenues associated with its PPX™ service platform during the nine months ended July 31, 2025, compared with the nine months ended July 31, 2024, partially offset by decreases in revenues from the Company’s allogenic aesthetic biologic products sold during the nine months ended July 31, 2025, compared with the nine months ended July 31, 2024.

 

24

 

 

The revenues and percentage of overall unit sales derived from the Company’s higher concentration allogenic aesthetic biologic product offerings, lower concentration allogenic aesthetic biologic product offerings and its PPX™ service platform for the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024 are presented below:

 

    Nine Months Ended
July 31,
2025
   

Nine Months Ended
July 31,

2024

    Change In Revenues &
Percentage Of
Overall Revenues
   

Inc (Dec)

In Units
Sold

 
Higher Concentration Allogenic Aesthetic Biologics   $ 1,450,000       40.9 %   $ 1,987,000       58.9 %   $ (537,000 )     -15.9 %     -33.1 %
Lower Concentration Allogenic Aesthetic Biologics   $ 1,037,000       29.3 %   $ 920,000       27.3 %   $ 117,000       3.5 %     34.2 %
    $ 2,487,000       70.2 %   $ 2,907,000       86.1 %   $ (420,000 )     -12.4 %        
                                                         
PPX™   $ 878,000       24.8 %   $ 326,000       9.7 %   $ 552,000       16.4 %        
Other   $ 180,000       5.1 %   $ 143,000       4.2 %   $ 37,000       1.1 %        
Total   $ 3,545,000       100.0 %   $ 3,376,000       100.0 %   $ 169,000       5.0 %        

 

The increase in the overall unit sales associated with its PPX™ service platform was primarily due the Company’s continued sales and marketing efforts which included engaging additional sales representatives, participation in industry related conferences, sponsoring of educational webinars and from sales of PPX™ to the Company’s existing customers.

 

The Company attributes the net decrease in revenues from higher and lower concentration allogenic aesthetic biologic products sold during the nine months ended July 31, 2025, compared to the nine months ended July 31, 2024 due to additional product competition in the marketplace which attracted greater demand for the Company’s lower priced allogenic aesthetic biologic product offerings and lower demand for the Company’s higher priced allogenic aesthetic biologic product offerings during the nine months ended July 31, 2025, compared with the nine months ended July 31, 2024.

 

Cost of Revenues. Our cost of revenues for the nine months ended July 31, 2025 was $675,000, as compared to cost of revenues of $619,000 for the nine months ended July 31, 2024. The increase in the cost of revenues for the nine months ended July 31, 2025 of $56,000 or 9.1%, from the nine months ended July 31, 2024, was due to the increase of approximately $136,000 of cost of revenues associated with its PPX™ service platform during the nine months ended July 31, 2025, compared with the nine months ended July 31, 2024, partially offset by a decrease of approximately $80,000 in the costs of revenues for its allogenic aesthetic biologic products sold for the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024.

 

The increase in the cost of revenues associated with its PPX™ service platform was the result of an increase in units sold during the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024.

 

Gross Profit. Our gross profit for the nine months ended July 31, 2025 was $2,870,000 (81.0% of revenues), as compared to gross profit of $2,757,000 (81.7% of revenues) for the nine months ended July 31, 2024. The increase in gross profit during the nine months ended July 31, 2025 of $113,000 (4.1%) was the result of increases in the gross margins received from sales of its PPX™ service platform, partially offset from reduced gross margins received from the sale of its allogenic aesthetic biologic products.

 

In addition, the percentage of the Company’s revenues associated with its PPX™ service platform, which has a higher cost of revenues as compared to the Company’s allogenic aesthetic biologic product offerings, increased to 24.8% of revenues for the nine months ended July 31, 2025, as compared with 9.7% of revenues for the nine months ended July 31, 2024. The percentage of the Company’s revenues associated with its allogenic aesthetic biologic product decreased to 70.2% of revenues for the nine months ended July 31, 2025, as compared with 86.1% of revenues for the nine months ended July 31, 2024.

 

25

 

 

General and Administrative Expenses. General and administrative expenses for the nine months ended July 31, 2025 were $7,588,000, as compared with $6,651,000 for the nine months ended July 31, 2024, an increase of $937,000 or 14.1%. The increase in the general and administrative expenses for the nine months ended July 31, 2025, from the nine months ended July 31, 2024, was primarily the result of 1) increased stock-based compensation costs to advisors, consultants and administrative staff totaling approximately $1,187,000, (2) increased laboratory related costs of approximately $57,000 and (3) increased professional fees of approximately $134,000 during the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024, which were partially offset by (a) decreased payroll and consulting fees of approximately $215,000 and (b) decreased commissions and travel costs of approximately $205,000 during the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024.

 

The decrease in commissions and travel costs during the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024, was principally the result of a larger percentage of sales that were generated from house accounts with much lower commission costs than paid to distributors and/or independent sales representatives. The decrease in payroll related expenses during the nine months ended July 31, 2025, from the nine months ended July 31, 2024, was principally the result of the non-renewal of certain executive employment contracts in May 2024.

 

Other income. Other income for the nine months ended July 31, 2025 was $78,000, as compared to other income of $558,000 for the nine months ended July 31, 2024. The decrease in other income was principally due to reductions in the write-off of advances payable to an affiliate of a former executive of $221,000 resulting from the inability of the affiliate to enforce a claim to collect the advances as the period of statute of limitations had run, the reduction in abatements of IRS penalties of $93,000, the reduction in settlement income from insurance claims of $89,000, reduction in commissions received from sales of Exotropin products of $26,000 and reductions in income from the settlement of liabilities of approximately $61,000, partially offset from increases in other income of $10,000 during the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024.

 

Other expense for the nine months ended July 31, 2025 was $66,000, as compared to other expense of $115,000 for the nine months ended July 31, 2024. The decrease in other expense of $49,000 was principally the result of the reduction of reserves recorded against the carrying value of the Company’s investments in equity securities of $45,000 during the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024, Other expense also consisted of interest expense and amortization of discounts associated with the Company’s convertible promissory notes outstanding which was mostly unchanged for the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024.

 

Liquidity and Capital Resources

 

Cash and Cash Equivalents

 

The following table summarizes the sources and uses of cash for the periods stated. The Company held no cash equivalents for any of the periods presented:

 

    For the
Nine Months Ended
July 31,
 
    2025     2024  
Cash, beginning of period   $ 657,000     $ 1,756,000  
Net cash used in operating activities     (335,000 )     (1,084,000 )
Net cash used in investing activities     (23,000 )     (45,000 )
Net cash provided by financing activities     15,000       478,000  
Cash, end of period   $ 314,000     $ 1,105,000  

 

26

 

 

During the nine months ended July 31, 2025, the Company had cash used in operating activities of $335,000, as compared to cash used in operating activities of $1,084,000 for the nine months ended July 31, 2024, a decrease in cash used of $749,000. The decrease in cash used was primarily the result of a reduction in general and administrative expenses and other income (expense) after adjusting for non-cash related activities of $4,000 and increases in cash provided from changes in operating assets and liabilities of $642,000 for the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024, partially offset by increases in gross profit of $113,000 for the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024.

 

The increase in cash provided from changes in operating assets and liabilities was due to increases in accounts payable and accrued expenses and decreases in accounts receivable and prepaid expenses, partially offset from decreases in deferred revenues during the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024. The reduction in general and administrative expenses and other income (expense) after adjusting for non-cash related activities was the result of reduced operating expenses associated with payroll, consulting costs and commission expenses during the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024.

 

During the nine months ended July 31, 2025, the Company had cash used in investing activities of $23,000, compared to cash used in investing activities of $45,000 for the nine months ended July 31, 2024, a decrease in cash used from investing activities of $22,000. The decrease in cash used by investing activities was primarily due to the decrease in investments from non-marketable securities of $45,000, partially offset from the increase in payments made in connection with the Company’s purchase of laboratory equipment of $23,000 during the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024.

 

During the nine months ended July 31, 2025, the Company had provided by financing activities of $15,000, as compared to cash provided by financing activities of $478,000 for the nine months ended July 31, 2024. The decrease in cash provided by financing activities of $464,000 was due to the decrease in proceeds from the sale of equity securities of $500,000 and increases in payments on finance leases of $13,000 partially offset from the increase in proceeds received from the exercise of warrants of $50,000 during the nine months ended July 31, 2025, as compared to the nine months ended July 31, 2024.

 

Capital Resources

 

The Company has historically relied on the sale of debt or equity securities, the restructuring of debt obligations and/or the issuance and/or exchange of equity securities to meet the shortfall in cash to fund its operations.

 

Going Concern Consideration

 

The unaudited accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has had limited revenues since its inception. The Company incurred net losses of $4,706,000 for the nine months ended July 31, 2025 and used $335,000 of cash in operating activities during that period. In addition, the Company had a stockholders’ deficit of $2,314,000 at July 31, 2025.

 

United States Food and Drug Administration (“FDA”) regulations which were announced in November 2017 and which became effective in May 2021 require that the sale of products that fall under Section 351 of the Public Health Services Act pertaining to marketing traditional biologics and human cells, tissues and cellular and tissue based products (“HCT/Ps”) can only be sold pursuant to an approved biologics license application (“BLA”). The Company has not obtained any opinion or ruling regarding the Company’s operations and whether the processing, sales and distribution of the products it currently produces would be subject to the FDA’s previously announced intended enforcement policies regarding HCT/P’s.

 

As a result of the above, the Company’s efforts to establish a stabilized source of sufficient revenues to cover operating costs has yet to be achieved and ultimately may prove to be unsuccessful unless (a) the Company’s ability to process, sell and distribute the products currently being produced or developed in the future are not restricted; and/or (b) additional sources of working capital through operations or debt and/or equity financings are realized. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

 

27

 

 

Management anticipates that the Company will remain dependent, for the near future, on additional investment capital to fund ongoing operating expenses and research and development costs related to development of new products and to perform required clinical studies in connection with the sale of its products. The Company does not have any assets to pledge for the purpose of borrowing additional capital. In addition, the Company relies on its ability to produce and sell products it manufactures that are subject to changing technology and regulations that it currently sells and distributes to its customers. The Company’s current market capitalization, common stock liquidity and available authorized shares may hinder its ability to raise equity proceeds. The Company anticipates that future sources of funding, if any, will therefore be costly and dilutive, if available at all.

 

In view of the matters described in the preceding paragraphs, recoverability of the recorded asset amounts shown in the accompanying consolidated balance sheet assumes that (a) the Company is able to continue to produce products or obtain products under supply arrangements which are in compliance with current and future regulatory guidelines; (b) the Company will be able to establish a stabilized source of revenues, including efforts to expand sales internationally and the development of new product offerings and/or designations of products; (c) obligations to the Company’s creditors are not accelerated; (d) the Company’s operating expenses remain at current levels and/or the Company is successful in restructuring and/or deferring ongoing obligations; (e) the Company is able to continue its research and development activities, particularly in regards to remaining compliant with the FDA and ongoing safety and efficacy of its products; and/or (f) the Company obtains additional working capital to meet its contractual commitments and maintain the current level of Company operations through debt or equity sources.

 

There is no assurance that the products we currently produce will not be subject to the FDA’s previously announced intended enforcement policies regarding HCT/P’s and/or the Company will be able to complete its revenue growth strategy. There is no assurance that the Company’s research and development activities will be successful or that the Company will be able to timely fund the required costs of those activities. Without sufficient cash reserves, the Company’s ability to pursue growth objectives will be adversely impacted. Furthermore, despite significant effort since July 2015, the Company has thus far been unsuccessful in achieving a stabilized source of revenues.

 

If revenues do not increase and stabilize, if the Company’s ability to process, sell and/or distribute the products currently being produced or developed in the future are restricted, and/or if additional funds cannot otherwise be raised, the Company might be required to seek other alternatives which could include the sale of assets, closure of operations and/or protection under the U.S. bankruptcy laws.

 

The independent auditor’s report dated January 29, 2025 included in our Annual Report on Form 10-K for the year ended October 31, 2024 included an explanatory paragraph as to the Company’s ability to continue as a going concern. As of July 31, 2025, based on the factors described above, the Company concluded that there was substantial doubt about its ability to continue to operate as a going concern for the 12 months following the issuance of these financial statements.

 

Off-Balance Sheet Arrangements

 

Our liquidity is not dependent on the use of off-balance sheet financing arrangements (as that term is defined in Item 303(a) (4) (ii) of Regulation S-K) and as of July 31, 2025 and through the date of this report, we had no such arrangements.

 

Recently Issued Financial Accounting Standards

 

See Note 2 to our unaudited condensed consolidated financial statements included in this report for a discussion of recent accounting pronouncements.

 

Critical Accounting Policies

 

Our unaudited consolidated financial statements reflect the selection and application of accounting policies which require us to make significant estimates and judgments. See Note 2 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024, “Summary of Significant Accounting Policies”.

 

28

 

 

Item 3.Quantitative and Qualitative Disclosures About Market Risk.

 

Not applicable.

 

Item 4.Controls and Procedures.

 

Evaluation of Disclosure Controls and Procedures

 

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports under the Exchange Act, such as this Quarterly Report, is recorded, processed, summarized and reported in accordance with the rules of the Securities and Exchange Commission (“SEC”). Disclosure controls are also designed with the objective of ensuring that such information is accumulated appropriately and communicated to management, including the chief executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required disclosures.

 

Our Interim Chief Executive Officer and Chief Financial Officer (our principal executive, financial and accounting officer) evaluated the effectiveness of our “disclosure controls and procedures” (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) as of July 31, 2025, the end of the period covered by this report. Based on that evaluation, our Interim Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed by us in reports filed or submitted under the Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that our disclosure controls are not effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. See the Company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2024, for a description of the Company’s material weaknesses in internal control over financial reporting.

 

Changes in Internal Controls over Financial Reporting

 

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended July 31, 2025, that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

29

 

 

Part II – OTHER INFORMATION

 

Item 1.Legal Proceedings.

 

In addition to matters which have been reported in previous periodic Exchange Act filings, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in any such matter may harm our business.

 

Item 1A.Risk Factors.

 

As a “smaller reporting company” we are not required to disclose information under this Item.

 

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.

 

On July 25, 2025, the Company received notice from a holder of warrants to exercise 21,277 warrants to purchase 21,277 shares of common stock of the Company for a total exercise price of $50,000 ($2.35 per share). The proceeds were received, and the shares were issued on July 30, 2025. The proceeds were used for working capital purposes.

 

The above securities were offered and sold to in accordance with the exemption from registration afforded by Section 4(a) (2) of the Securities Act of 1933, as amended (the “Securities Act”), as the purchaser provided the Company with appropriate representations as to the purchaser’s investment intent and status as an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

 

Item 3.Defaults upon Senior Securities.

 

None.

 

Item 4.Mine Safety Disclosures.

 

Not applicable.

 

Item 5.Other Information.

 

None.

 

Item 6. Exhibits.

 

Exhibit No:   Description:
31.1*   Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer and Chief Financial Officer (filed herewith)
32.1*   Section 1350 Certification of Chief Executive Officer and Chief Financial Officer (filed herewith)
101.INS **   XBRL Instance Document
101.SCH**   XBRL Taxonomy Extension Schema Document
101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**   XBRL Taxonomy Extension Labels Linkbase Document
101.DEF**   XBRL Taxonomy Extension Definition Linkbase Document
101.PRE**   XBRL Taxonomy Extension Presentation Linkbase Document

 

 
* Filed herewith.
** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections.

 

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SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

  ZEO SCIENTIFIX, INC.
   
  By: /s/ Ian T. Bothwell
    Ian T. Bothwell
    Interim Chief Executive Officer and Chief Financial Officer
    (Principal Executive, Financial and Accounting Officer)
     
    September 15, 2025

 

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FAQ

What liquidity concerns does ZEOX disclose in the 10-Q?

The company disclosed it used $335,000 of cash in operating activities for the nine months ended July 31, 2025 and had a stockholders’ deficit of $2,314,000 at that date.

How much convertible debt does ZEOX have and what is the potential share impact?

The filing discloses $725,000 of convertible debt that is convertible into a maximum of 120,834 shares.

Did ZEOX make any acquisitions in this period?

Yes. ZEOX acquired BioLumina assets for a $200,000 purchase price, primarily allocated to finished goods inventory and related software.

Are there material related-party transactions noted by ZEOX?

Yes. The company sold product to an MSO that provides services to medical practices in which the Chief Medical Officer has an indirect economic interest.

What stock-based compensation or warrant grants are disclosed?

The company reported significant equity awards and warrants, including warrants with a grant-date fair value of $1,428,000, and restricted stock and option grants to executives and consultants.
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9.87M
3.61M
45.68%
Biotechnology
Healthcare
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United States
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