NOTE 11 – CAPITAL STOCK

Common Stock

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. On June 10, 2026, the Company’s board of directors approved an increase in the number of shares of the Company’s common stock reserved for issuance under the Company’s 2021 Plan from 2,500,000 shares to 7,500,000 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 April 30, 2026, a total of 2,054,895 Awards (net of 1,379,524 Awards redeposited for future issuance) have been awarded under the 2021 Plan and remain issued and outstanding. There are 445,105 remaining shares that available for issuance under the 2021 Plan.

Sale Of Common Stock

On July 25, 2025, ZEO entered into a subscription agreement (“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 were to 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.

As of October 31, 2025, 75,000 shares have been sold for an aggregate of $300,000 in accordance with the Subscription Agreement. On November 1, 2026, an additional 25,000 shares were sold for $100,000 in accordance with the Subscription Agreement. On February 10, 2026, the Subscription Agreement was amended whereby the total number of Shares to be purchased under the Subscription Agreement was reduced to 100,000 Shares and no further shares are issuable. As of April 30, 2026, a total of 100,000 shares have been sold for an aggregate amount of $400,000 pursuant to the Subscription Agreement.

The above securities were offered and sold to the investors in accordance with the exemption from registration afforded by Section 4(a)(2) of and/or Rule 506(b) of Regulation D under the Securities Act.

Private Offering – Common Stock and Warrants

From November 2025 to April 2026, the Company sold 7.4 Units to fifteen investors for an aggregate purchase price of $1,850,000 in a private transaction. Each Unit consists of (i) 62,500 shares of common stock and (ii) warrants to purchase 62,500 shares of common stock of the Company at an exercise price of $4.00 until November 30, 2030. The warrants may be exercised on a cashless basis. In connection with the sale of the Units, the Company issued 462,500 shares of common stock and 462,500 warrants to purchase shares of common stock.

The above securities were offered and sold to the investors in accordance with the exemption from registration afforded by Section 4(a)(2) of and/or Rule 506(b) of Regulation D under the Securities Act.

Restricted Stock Awards

On December 1, 2025, the Company entered into a consulting agreement with a third party to provide certain market engagement and investor relations consulting services to the Company. Pursuant to the Consulting Agreement, the Company issued the consultant 10,000 restricted shares of common stock of the Company, 5,000 shares which vested and were issued on the agreement date and 5,000 Shares which vested on the 90^th day after the agreement date. The 10,000 grant of shares were valued at $2.05 per share, the closing price of the common stock of the Company on the effective date of the grant. The Company will amortize $21,000 of stock-based compensation expense in accordance with the vesting periods. The Company recorded a total of $11,000 and $21,000 of stock-based compensation expense based on the grant date fair value of these shares during the three and six months ended April 30, 2026, respectively.

On December 23, 2025, in consideration for his performance, the Company awarded an employee of the Company, a bonus in the form of a restricted stock grant under the Company’s 2021 Plan of 25,000 shares of the Company’s common stock, to vest as to 12,500 shares on the date of the grant and the remaining 12,500 shares on the first anniversary of the award date. The 25,000 grant of shares were valued at $2.66 per share, the closing price of the common stock of the Company on the effective date of the grant. The Company will amortize $66,000 of stock-based compensation in accordance with the vesting periods. The Company recorded a total of $8,000 and $44,000 of stock-based compensation expense based on the grant date fair value of these shares during the three and six months ended April 30, 2026, respectively.

On January 14, 2026, pursuant to the Company’s 2021 Plan, the Company’s Compensation Committee (“Comp Board”) awarded 175,000 shares of the Company’s common stock to Ian Bothwell, the Company’s Chief Executive Officer and 175,000 shares of the Company’s common stock to Dr. George Shapiro, the Company’s Chief Medical Officer. The Comp Board also approved the grant of 175,000 shares of common stock of the Company to Greyt Ventures LLC, a principal shareholder of the Company in consideration of consulting services rendered to the Company. The 525,000 grant of shares were valued at $2.66 per share, the closing price of the common stock of the Company on the effective date of the grant. The Company will amortize $1,395,000 of stock-based compensation expense over the one-year vesting term. The Company recorded $450,000 and $508,000 of stock-based compensation expense during the three and six months ended April 30, 2026, respectively. The shares have not yet vested but have been issued as of April 30, 2026.

In connection with Dr. Kisiday’s Employment Agreement, Dr. Kisiday was granted 50,000 shares of common stock under the 2021 Plan. The stock grant vests as to 20,000 shares on the first anniversary of the of the Employment Agreement and 30,000 shares on the second anniversary of the Employment Agreement. The 50,000 grant of shares were valued at $2.74 per share, the closing price of the common stock of the Company on the effective date of the Employment Agreement. The Company will amortize $137,000 of stock-based compensation expense over the two-year vesting term. Effective March 23, 2026, Dr. Kisiday’s employment was terminated and the 50,000 stock grant was forfeited.

During the period February 2026 to April 2026, in consideration for agreeing to join the Company’s medical advisory board or as a consultant, the Company issued to ten individuals an aggregate of 167,500 shares of unregistered common stock valued between $1.80 and $2.45 per share, the closing price of the common stock of the Company on the respective grant dates. 10,000 of the shares vested immediately and the remaining 157,500 shares vest over periods up to a maximum of 3 years. The Company will record $342,000 of stock-based compensation expense based on the grant date fair value of these shares over the respective vesting terms. The Company recorded a total of $48,000 of stock-based compensation expense based on the grant date fair value of these shares during the three and six months ended April 30, 2026.

During the six months ended April 30, 2026, 20,833 shares that were granted in 2024 vested, of which $152,000 of stock based compensation expense was recognized during the six months ended April 30, 2026. The shares have not yet been issued as of April 30, 2026. In addition, 125,000 shares granted prior October 31, 2025 were forfeited due to termination and/or failure to satisfy service performance conditions of the respective agreements.

A summary of unvested restricted stock activity for the six months ended April 30, 2026 are presented below:

There was approximately $1,282,000 of unamortized compensation associated with unvested stock grants outstanding as of April 30, 2026 that will be amortized over their respective remaining service periods.