v3.26.1
Related Party Transactions
6 Months Ended
Apr. 30, 2026
Related Party Transactions [Abstract]  
Related Party Transactions [Text Block]

10. Related Party Transactions

Founder and Former CEO

The Founder and then Chief Executive Officer ("CEO") made non-interest bearing advances to the Company with no specific terms of repayment that are due on demand. The outstanding amounts as of April 30, 2026, and October 31, 2025, were $3,722 and $3,722, respectively. These are disclosed as due to shareholder on the unaudited condensed balance sheets.

Director 1 (Former)

The Company entered into a consulting agreement with a company of which Director 1 controls in October 2023. In accordance with the agreement, it was agreed to provide consulting services, including but not limited to, provide the Company with corporate management services, (ii) provide the Company with introductions to certain entities which could form strategic alliances or partnerships with the Company, including assisting with negotiations with respect to any such alliance or partnership, and (iii) assist the Company with strategic planning and, Director 1 received a monthly fee of $7,500 and could earn discretionary performance-based bonuses. This agreement was in effect through March 2025. Effective April 2025, the Company entered into a new consulting agreement with Director 1, which had an indefinite term, and increased the monthly fee of $10,000.

Director 1 earned certain discretionary bonuses in the form of shares and warrants during the six months ended April 30, 2025.

During the six months ended April 30, 2025, Director 1 was granted 82,500 shares and 82,500 warrants. The shares vested immediately and had a fair value of $66,000. The warrants vested immediately, had an exercise price of $0.80 and a life of two years. The fair value of the warrants was $26,686. The share-based compensation expense for the six months ended April 30, 2025 was $92,686.

The total expense, exclusive of the share-based compensation, was $25,000 and $113,500 during the three and six months ended April 30, 2025. These expenses are included within management and directors' salaries and fees on the unaudited condensed interim statements of operations.  As of April 30, 2025, $10,000 was reported as unpaid.

On June 5, 2025, the Company and Director 1 entered into a consulting service agreement for 1,000,000 Performance Warrants. The warrants have an exercise price of $0.001 and a term of 5 years. The milestones are as follows:

1. Milestone 1 - 250,000 Warrants shall vest upon the Company completing and receiving the results of the three-month Collagen Study in Boston, MA. The grant date fair value of these warrants was $99,778. This milestone was successfully achieved on July 8, 2025.  The fair value of these warrants is expensed over the expected vesting term. No expense was recorded during the three and six months ended April 30, 2026, and 2025.

2. Milestone 2 - 250,000 Warrants shall vest upon the Company listing its shares of common stock on The Nasdaq Stock Market, LLC, or any such other recognized stock exchange in North America. The grant date fair value of these warrants was $99,782. The fair value of these warrants will be expensed in its entirety upon achievement of this milestone. No expense was recorded during the three and six months ended April 30, 2026. This milestone was achieved on May 21, 2026, see subsequent event note.

3. Milestone 3 - 250,000 Warrants shall vest upon the Company's listed shares of common stock trading for at least 20 consecutive trading days at a market capitalization of $80,000,000 or greater in the currency of the recognized stock exchange in North America on which the shares of common stock are listed. The grant date fair value of these warrants was $99,783. The fair value of these warrants will be expensed in its entirety upon achievement of this milestone. No expense was recorded during the three and six months ended April 30, 2026.

4. Milestone 4 - 250,000 Warrants shall vest upon the Company submitting a 510(k) application to the FDA. The grant date fair value of these warrants was $99,782. The Company assessed a greater than 70% probability that this would occur. As of October 31, 2025, the Company anticipated that this would occur on June 30, 2026. As of April 30, 2026, the Company anticipates that this will now occur on February 28, 2027. The expense for the three and six months ended April 30, 2026, was $11,362 and $23,107, respectively, and are included within management and directors' salaries and fees on the unaudited condensed interim statements of operations.

On October 23, 2025, Director 1 resigned from the board and the consulting agreement with the company of which Director 1 is a director was mutually terminated.

On November 4, 2025, the Company and former Director 1 reached a separation agreement wherein a one-time lump sum payment of $50,000 was paid to the company in which the former director is a director.  It was also agreed that the options previously granted to the former director on June 9, 2025, would continue to maintain the original expiry date of June 8, 2030, rather than expiring 90 days following termination or resignation or January 31, 2026. The full $50,000 of this expense was incurred during the six months ended April 30 2026, and is included within management and director's salaries and fees on the unaudited condensed interim statements of operations.

Director 2

The Company entered into a consulting agreement with Director 2 in October 2023. In accordance with the agreement, it was agreed to provide consulting services, including but not limited to, provide the Company with corporate management services, provide the Company with introductions to certain entities which could form strategic alliances or partnerships with the Company, including assisting with negotiations with respect to any such alliance or partnership, and assist the Company with strategic planning and, Director 2 received a monthly fee of $7,500 and could earn discretionary performance-based bonuses. The agreement was in effect through February 2025.

Effective March 2025, the Company entered into a new consulting agreement with Director 2, which had an indefinite term, and increased the monthly fee of $10,000.  On November 1, 2025, this amount was revised to $9,900 per month. On December 14, 2025, Director 2 and the Company agreed to mutually terminate the consulting agreement.

The total expense incurred in connection with these agreements was $19,800 and $27,500 during the three months ended April 30, 2026, and 2025, respectively.  For the six months ended April 30, 2026, and 2025 the total expense incurred equalled $19,800 and $50,000, respectively.  These expenses are included within management and directors' salaries and fees on the unaudited condensed interim statements of operations.

On December 15, 2025, the board agreement between Director 2 and the Company was revised.  Effective January 1, 2026, the Director was entitled to quarterly compensation of $45,000 to be paid in monthly instalments of $15,000.  For the three and six months ended April 30, 2026, a total of $45,000 and $60,000, respectively, is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations.

As of April 30, 2026, and 2025, $0 and $72,390, respectively, remained unpaid.

On June 5, 2025, the Company and Director 1 entered into a consulting service agreement for 1,000,000 Performance Warrants. The warrants have an exercise price of $0.001 and a term of 5 years. The milestones are as follows:

1. Milestone 1 - 250,000 Warrants shall vest upon the Company completing and receiving the results of the three-month Collagen Study in Boston, MA. The grant date fair value of these warrants was $99,778. This milestone was successfully achieved on July 8, 2025.  The fair value of these warrants is expensed over the expected vesting term. No expense was recorded during the three and six months ended April 30, 2026 and 2025.

2. Milestone 2 - 250,000 Warrants shall vest upon the Company listing its shares of common stock on The Nasdaq Stock Market, LLC, or any such other recognized stock exchange in North America. The grant date fair value of these warrants was $99,782. The fair value of these warrants will be expensed in its entirety upon achievement of this milestone. No expense was recorded during the six months ended April 30, 2026. Milestone 2 was achieved on May 21, 2026, see subsequent event note.

3. Milestone 3 - 250,000 Warrants shall vest upon the Company's listed shares of common stock trading for at least 20 consecutive trading days at a market capitalization of $80,000,000 or greater in the currency of the recognized stock exchange in North America on which the shares of common stock are listed. The grant date fair value of these warrants was $99,783. The fair value of these warrants will be expensed in its entirety upon achievement of this milestone. No expense was recorded during the six months ended April 30, 2026.

4. Milestone 4 - 250,000 Warrants shall vest upon the Company submitting a 510(k) application to the FDA. The grant date fair value of these warrants was $99,782. The Company assessed a greater than 70% probability that this would occur. As of October 31, 2025, the Company anticipated that this would occur on June 30, 2026. As of April 30, 2026, the Company anticipates that this will now occur on February 28, 2027. The expense for the three and six months ended April 30, 2026, was $11,362 and $23,107, respectively, and are included within management and directors' salaries and fees on the unaudited condensed interim statements of operations.

Director 3 and former CEO (May to October 2025)

The Company entered into a consulting agreement with Director 3 in May 2025 to serve as the CEO. In accordance with the agreement, through a company that Director 3 controls, he would provide services related to his role as CEO, including but not limited to, the overall business strategy, identify and develop relationships with strategic business partners and provide oversight of the overall day-to-day business activities and received a monthly fee of $12,500. The agreement had an indefinite term.

For the three months ended April 30, 2026, and 2025, the Company incurred, $37,500 and $0, respectively.  For the six months ended April 30, 2026, and 2025, the total expense was $75,000 and $0, respectively.  The expense is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations.

During the six months ended April 30, 2026, Director 3 earned a one-time incentive payment of $100,000 in recognition of their efforts to date in helping the Company achieve its short-term goals and building to achieve its longer-term goals.

As of April 30, 2026, and 2025, $0 remained unpaid.

On June 5, 2025, the Company and Director 3 entered into a consulting service agreement for 2,000,000 Performance Warrants. The warrants have an exercise price of $0.001 and a term of 5 years. The milestones are as follows:

1. Milestone 1 - 500,000 Warrants shall vest upon the Company completing and receiving the results of the three-month Collagen Study in Boston, MA. The grant date fair value of these warrants was $199,555. This milestone was successfully achieved on July 8, 2025. The fair value of these warrants is expensed over the expected vesting term. No expense was recorded during the three and six months ended April 30, 2026, and 2025.

2. Milestone 2 - 500,000 Warrants shall vest upon the Company listing its shares of common stock on The Nasdaq Stock Market, LLC, or any such other recognized stock exchange in North America. The grant date fair value of these warrants was $199,563. The fair value of these warrants will be expensed in its entirety upon achievement of this milestone. No expense was recorded during the six months ended April 30, 2026.  This milestone was achieved on May 21, 2026, see subsequent event note.

3. Milestone 3 - 500,000 Warrants shall vest upon the Company's listed shares of common stock trading for at least 20 consecutive trading days at a market capitalization of $80,000,000 or greater in the currency of the recognized stock exchange in North America on which the shares of common stock are listed. The grant date fair value of these warrants was $199,566. The fair value of these warrants will be expensed in its entirety upon achievement of this milestone. No expense was recorded during the six months ended April 30, 2026.

4. Milestone 4 - 500,000 Warrants shall vest upon the Company submitting a 510(k) application to the FDA. The grant date fair value of these warrants was $199,563. The Company assessed a greater than 70% probability that this would occur. As of October 31, 2025, the Company anticipated that this would occur on June 30, 2026. As of April 30, 2026, the Company anticipates that this will now occur on February 28, 2027. The expense for the three and six months ended April 30, 2026, was $22,724 and $46,213, respectively, and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations.


The CEO resigned October 22, 2025, and continued as a non-executive Director.

Effective November 1, 2025, Director 3 entered into a board agreement to serve on the Company's board of directors for an indefinite term. In connection with this agreement, Director 3 is entitled to a $15,000 quarterly directors' fee. During the three and six months ended April 30, 2026, the total expense incurred in connection with this agreement was $15,000 and $30,000, respectively and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations

As of April 30, 2026, $0 remained unpaid.

In December 2025, Director 3 exercised 500,000 of their vested milestone warrants for gross proceeds of $500.

CMO, former Director 4 and former President

The Company entered into a consulting agreement with a company that Director 4 controls in April 2025 to serve as the Chief Medical Officer ("CMO"). In accordance with the agreement, Director 4 would provide services, including but not limited to, strategic direction, scientific support, business development support, research programs, budgeting, and medical affairs and received a monthly fee of $10,000. The agreement was in effect through October 2025.

For the six months ended April 30, 2025, an expense of $10,000 was incurred and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations.  As of April 30, 2025, $10,000 was reported as unpaid and included within accounts payable and accrued liabilities - related parties on the unaudited condensed balance sheets as of April 30, 2025.

On April 1, 2025, the Company granted the CMO 100,000 stock options with an exercise price of $0.40, that vest 6 months from the effective date of their service agreement or from April 1, 2025, and have a 24-month expiry date from the grant date or April 1, 2027.  The fair value of the stock options granted was determined to be $57,527.  In connection with these options, $9,116 in stock compensation was recognized during the three and six months ended April 30, 2026, and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations.

On October 15, 2025, the CMO became a full-time employee and agreed to a remuneration package of an annual salary of $240,000 or $20,000 per month, along with an inducement signing bonus of $35,000 and, when available, access to a Company benefits plan.  Since February 1, 2026, the CFO is now enrolled in a Company benefit plan for Canadian employees.  Until that plan is in place it was agreed to pay the CMO an additional monthly stipend of $3,000 for medical coverage.  Additionally, the CMO was granted shares of the Company equaling 0.5% of the common shares of the Company on an issued and outstanding basis at the time of the effective date of the employment agreement, to be immediately vested.  On October 15, 2025, this represented a total of 87,861 common shares with a fair value of $2.00 per share or a total of $175,723.

On October 22, 2025, he resigned from his role as President and Director, while maintaining his position as CMO.

As at October 31, 2025, the Company recognized wages payable of $45,000 on the condensed balance sheets.

Director 5

On May 14, 2025, a new Director 5 was appointed to the Company's board of directors.

On October 23, 2025, Director 5 entered into a new board agreement with the Company. The agreement has an effective date of October 23, 2025, an indefinite term, and beginning November 2025, entitles the Director to quarterly compensation of $15,000 to be paid in common shares, based on the price of the Company's most recent financing at the time.  For the three and six months ended April 30, 2026, a total expense of $15,000 and $30,000, respectively, had been incurred and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations.  As of April 30, 2026, $15,000 due for the quarter was reported under liabilities to be settled with shares on the unaudited condensed balance sheet.

On November 1, 2025, Director 5 entered into a new medical advisory agreement. In accordance with the agreement, the director will be compensated monthly $9,900 which will be paid through issuance of common shares based on the most recent financing at the time of issuance, and or if the Company is publicly traded the 20-day volume weighted average pricing of common shares immediately prior to the payment date.  Additionally, should the medical advisor be directly responsible for a referral or introduction to a third party that makes an investment in the Company, or its assets, or acquires all or portion of the Company's assets the Director will be entitled to a fee equal to 2.5% of the value of the transaction, to a maximum of $5,000,000. This fee can be paid either in shares or cash, at the discretion of the director.  The agreement had an indefinite term. For the three and six months ended April 30, 2026, a total expense of $29,700 and $59,400, respectively, had been incurred and is included in consulting on the unaudited condensed interim statements of operations.  As of April 30, 2026, $29,700 was reported under liabilities to be settled with shares on the unaudited condensed balance sheet.

On March 17, 2026, the Company issued 19,434 shares at a price of $2.30 per share to Director 5 in settlement of fees owed related to their advisory and director's agreements.

As at April 30, 2026, a total of $44,700 was included in liabilities to be settled in shares on the unaudited condensed balance sheet of the same date.

CEO, President and Director 6

On October 15, 2025, the new CEO became a full-time employee and agreed to a remuneration package of an annual salary of $300,000 or $25,000 per month and, when available, access to a Company benefits plan.  Until that plan is in place it was agreed to pay the CEO an additional monthly stipend of $2,000 for medical coverage.  Since January 1, 2026, the CEO is now enrolled in a Company benefit plan. Additionally, the CEO was granted shares of the Company up to 2.5% of the common shares of the Company on an issued and outstanding basis at the time of the effective date of the employment agreement. This amounted to a total of 439,306 shares granted with a fair value of $878,612. Of these shares, 0.5% (87,861) will vest immediately on the effective date of this agreement and then 0.5% (87,861) will vest each year for four (4) years on the anniversary date of this agreement. 

For the three and six months ended April 30, 2026, the Company expensed $105,289 and $197,547, respectively, as part of the management and directors' salaries and fees on the unaudited condensed interim statements of operations relating to these shares. As of April 30, 2026, there is potential future unrecognized expense of $505,347.

As of October 31, 2025, the Company recognized wages payable of $15,000 on the condensed balance sheets.

CFO

The Company entered into a consulting agreement with a company that is controlled by the Chief Financial Officer ("CFO") in November 2023. In accordance with the agreement, it was agreed that in addition to fulfilling the responsibilities of the Company's CFO, additional services would include, but are not limited to, oversight of all accounting matters, bookkeeping services and general day-to-day operations and the CFO received minimum monthly compensation of $1,500. This agreement was in effect through January 2025. Effective February 2025, the Company entered into a new consulting agreement with the CFO, which had an indefinite term, and increased the minimum monthly compensation to $4,000.

The total expense incurred in connection with these agreements was $0 and $11,200 during the three months ended April 30, 2026, and 2025, respectively. For the six months ended April 30, 2026, and 2025, a total expense of $0 and $17,500, respectively were incurred. These expenses are included within management and directors' salaries and fees on the unaudited condensed interim statements of operations.

As of April 30, 2026, and October 31, 2025, $400 and $0, respectively, were unpaid to a company that is controlled by the CFO and that provides bookkeeping services to the Company and are included in accounts payable and accrued liabilities - related party in the unaudited condensed balance sheets.

During the three months ended January 31, 2025, the Company converted outstanding payables of $10,875 owed to the CFO into 13,594 shares with a fair value of $640. This resulted in a gain on conversion of $10,235. This is included within gain on conversion of payables on the unaudited condensed interim statements of operations.

On October 15, 2025, the CFO became a part-time employee and agreed to a remuneration of a maximum annual salary of $216,000 or $18,000 per month.  At the time of agreeing to this employment agreement, the CFO was committing an estimate one-third of his time.  Additionally, the CFO was granted shares of the Company equaling 0.25% of the common shares of the Company on an issued and outstanding basis at the time of the effective date of the employment agreement, to be immediately vested.  On October 15, 2025, this represented a total of 43,931 common shares with a fair value of $2.00 per share or a total of $87,861.  Since January 1, 2026, the CFO has been committed to a full-time schedule. Since February 1, 2026, the CFO is now enrolled in a Company benefit plan for Canadian employees.

As of October 31, 2025, the Company recognized wages payable of $6,000 on the condensed balance sheets.

CSO

The Company entered into a consulting agreement with this consultant in May 2025 to serve as the Chief Science Officer ("CSO"). In accordance with the agreement, the CSO agreed to provide services, including but not limited to, advancing the Company's core biomaterial technology, building the Company's future product pipeline, develop, test, and expand the applications of the Company's proprietary collagen-based platform across multiple medical and surgical markets.  The CSO received a monthly fee of $10,000. The agreement had an indefinite term.

For the six months ended April 30, 2026, the Company expensed $4,676 as part of the management and directors' salaries and fees on the unaudited condensed interim statements of operations related to the value of the options granted and now vested.

On June 9, 2025, the Company granted to the CSO, 50,000 stock options with an exercise price of $0.40 and that vest 12 months from the grant date. The fair value of the stock options granted was determined to be $18,553. During the three and six months ended April 30, 2026, the Company expensed $4,524 and $9,200, respectively, as part of the management and directors' salaries and fees on the unaudited condensed statements of operations related to the value of the options granted and now vested. The remaining balance of $2,033 will be expensed as they vest in the coming months.

On October 15, 2025, the CSO became a full-time employee and agreed to a remuneration package of an annual salary of $240,000 or $20,000 per month and, when available, access to a Company benefits plan. Since January 1, 2026, the CSO is now enrolled in a Company benefit plan. Additionally, the CSO was granted shares of the Company equaling 0.5% of the common shares of the Company on an issued and outstanding basis at the time of the effective date of the employment agreement, to be immediately vested.  On October 15, 2025, this represented a total of 87,861 common shares with a fair value of $2.00 per share or a total of $175,723. 

As at October 31, 2025, the Company recognized wages payable of $10,000 on the condensed balance sheets.

Director 7

On October 23, 2025, the Company appointed a new director to the board of directors, Director 7. The agreement has an effective date of October 23, 2025, an indefinite term, and beginning November 2025, entitles the Director to quarterly compensation of $15,000.

On October 28, 2025, a company to which Director 7 is related, subscribed to purchase 869,566 common shares of the Company at $2.30 per share for a total investment of $2,000,001.

During the three and six months ended April 30 2026, the total expense incurred in connection with the board agreement was $15,000 and $30,000, respectively, and is included within management and directors' salaries and fees on the unaudited condensed interim statements of operations. As of April 30, 2026, $15,000 remains unpaid, and is included within accounts payable and accrued liabilities - related parties on the unaudited condensed balance sheets.

On December 1, 2025, the Company entered into a consulting agreement with a company to which Director 7 is related. The agreement had a total contract amount of $100,000. Per the agreement, $25,000 was due up front, with monthly payments of $6,818 to be made through the remaining 11-month term of the agreement. During the three and six months ended April 30, 2026, the Company expensed $25,000 and $41,667, respectively, in connection with this agreement and is included within consulting on the unaudited condensed interim statements of operations. As of April 30, 2026, $17,424 is included within prepaid expenses on the unaudited condensed balance sheet.

In January 2026, a company to which Director 7 is related subscribed to purchase 352,174 common shares of the Company at $2.30 per share for a total investment of $810,000.

In March 2026, a company to which Director 7 is related subscribed to purchase 262,500 common shares of the Company at $4.00 per share for a total investment of $1,050,000.

Director 8

Effective November 1, 2025, the Company appointed a new director to the board of directors, Director 8. The agreement has an effective date of October 31, 2025, an indefinite term, and beginning November 2025, entitles the Director to quarterly compensation of $15,000. During the three and six months ended April 30, 2026, the total expense incurred in connection with this agreement was $15,000 and $30,000 respectively.

In November 2025, a company controlled by Director 8 subscribed to purchase 10,869 common shares of the Company at $2.30 per share for a total investment of $24,999.

As of April 30, 2026, $15,000 was unpaid and reported as accounts payable - related parties on the unaudited condensed balance sheet as of April 30, 2026.