Zeo ScientifiX grants new stock options

Zeo ScientifiX, Inc. reported new stock option awards under its 2021 Incentive Stock Plan.

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Form Type

8-K

Rhea-AI Filing Summary

Zeo ScientifiX, Inc. reported new stock option awards under its 2021 Incentive Stock Plan. On June 10, 2026, the company granted options for 625,000 shares of common stock each to Greyt Ventures LLC, CEO/CFO and director Ian Bothwell, and Chief Medical Officer and director George Shapiro. These options are fully vested, exercisable on a cashless basis for ten years, with an exercise price of $1.67 per share.

The company also granted 625,000 additional “Incentive Options” to each of Greyt Ventures LLC, Bothwell, and Shapiro that vest upon achievement of specified performance milestones and are exercisable on a cashless basis for ten years at $1.67 per share. These Incentive Options are described as antidilutive for any future transaction that issues 10% or more of common stock on a fully diluted basis. In addition, Zeo ScientifiX awarded options for 80,000 shares to non-executive director Chuck Bretz, fully vested at grant, exercisable for five years at $1.67 per share.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Fully vested options per key recipient: 625,000 shares Incentive Options per key recipient: 625,000 shares Director options grant: 80,000 shares +4 more

7 metrics

Fully vested options per key recipient 625,000 shares Granted June 10, 2026 under 2021 Plan

Incentive Options per key recipient 625,000 shares Vest on performance milestones under 2021 Plan

Director options grant 80,000 shares Granted to non-executive director Chuck Bretz

Exercise price $1.67 per share Applies to all option grants disclosed

Term of main options 10 years Fully vested and Incentive Options for key recipients

Term of director options 5 years Options granted to non-executive director Bretz

Antidilution trigger level 10% of common stock Future transaction issuance on fully diluted basis

Key Terms

2021 Incentive Stock Plan, cashless basis, Incentive Options, performance milestones, +1 more

5 terms

2021 Incentive Stock Plan financial

"The Company awarded Options under the 2021 Incentive Stock Plan (the “2021 Plan”)"

cashless basis financial

"The Options are fully vested ... and are exercisable on a “cashless basis” for a period of ten (10) years"

An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.

Incentive Options financial

"The Company awarded Options ... to each of Greyt Ventures LLC, Ian Bothwell and George Shapiro (the “Incentive Options”)."

performance milestones financial

"The Incentive Options vest in full upon the achievement of certain performance milestones"

antidilutive financial

"The Incentive Options are antidilutive for any future transaction that provides for the issuance of 10% or more"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stock option grants did Zeo ScientifiX (ZEOX) disclose in this 8-K?

Zeo ScientifiX disclosed multiple stock option grants under its 2021 Plan. Three parties each received 625,000 fully vested options and 625,000 performance-based Incentive Options, while a non-executive director received 80,000 fully vested options, all at a $1.67 exercise price.

Who received Zeo ScientifiX (ZEOX) stock options and in what amounts?

Greyt Ventures LLC, CEO/CFO and director Ian Bothwell, and CMO and director George Shapiro each received 625,000 fully vested options plus 625,000 Incentive Options. Non-executive director Chuck Bretz received options for 80,000 shares of common stock under the 2021 Incentive Stock Plan.

What are the key terms of the Zeo ScientifiX (ZEOX) executive stock options?

The executive-related options carry a $1.67 per share exercise price, are exercisable on a cashless basis, and have ten-year terms. One set is fully vested at grant, while the Incentive Options vest in full upon achieving specified performance milestones under the 2021 Incentive Stock Plan.

How do Zeo ScientifiX (ZEOX) Incentive Options vest for executives and Greyt Ventures?

The Incentive Options granted to Greyt Ventures LLC, Ian Bothwell, and George Shapiro vest in full upon the achievement of certain performance milestones. Once vested, they are exercisable on a cashless basis for ten years from the award date at an exercise price of $1.67 per share.

What does the antidilutive feature of Zeo ScientifiX (ZEOX) Incentive Options mean?

The Incentive Options are described as antidilutive for any future transaction issuing 10% or more of Zeo ScientifiX’s common stock on a fully diluted basis. This means their terms adjust so the holders’ economic position is protected if large future share issuances occur.

What are the terms of Zeo ScientifiX (ZEOX) options granted to director Chuck Bretz?

Non-executive director Chuck Bretz received options for 80,000 shares of common stock. These options are fully vested as of the grant date, exercisable for five years from the award date, and carry an exercise price of $1.67 per share under the 2021 Incentive Stock Plan.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/12/2026 - 04:21 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 10, 2026

ZEO SCIENTIFIX, INC.

(Exact name of registrant as specified in its charter)

Nevada		000-55008		47-4180540
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3321 College Avenue, Suite 246 Davie, Florida		33314
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (888) 963-7881

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each Class		Trading Symbol		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

As used in this Current Report on Form 8-K (this “Report”), and unless otherwise indicated, the terms “the Company,” “ZEO,” “we,” “us” and “our” refer to Zeo ScientifiX, Inc.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 10, 2026, the Company awarded the following options to purchase shares of our common stock (“Options”) under our 2021 Incentive Stock Plan (the “2021 Plan”):

(a) The Company awarded Options under the 2021 Plan for 625,000 shares of common stock, to each of Greyt Ventures LLC, a principal stockholder and consultant to the Company, Ian Bothwell, our Chief Executive Officer and Chief Financial Officer and a member of the board of directors, and George Shapiro, our Chief Medical Officer and a member of the board of directors. The Options are fully vested as of the award date, are exercisable on a “cashless basis” for a period of ten (10) years from the award date at an exercise price of $1.67 per share, and are subject to the other terms and conditions of the 2021 Plan.

(b) The Company awarded Options under the 2021 Plan for 625,000 shares of common stock to each of Greyt Ventures LLC, Ian Bothwell and George Shapiro (the “Incentive Options”). The Incentive Options vest in full upon the achievement of certain performance milestones, are exercisable on a “cashless basis” during the period commencing on the date they vest and ending ten (10) years from the award date at an exercise price of $1.67 per share, and are subject to the other terms and conditions of the 2021 Plan. The Incentive Options are antidilutive for any future transaction that provides for the issuance of 10% or more of the Company’s common stock outstanding on a fully diluted basis.

(c) The Company awarded Options under the 2021 Plan for 80,000 shares of common stock to Chuck Bretz a non-executive director of the Company. The Options are fully vested as of the grant date, are exercisable for a period of five (5) years from the award date at an exercise price of $1.67 per share, and are subject to the other terms and conditions of the 2021 Plan.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 12, 2026	ZEO SCIENTIFIX, INC.

	By:	/s/ Ian T. Bothwell
		Ian T. Bothwell Chief Executive Officer and Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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