SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	8 Months Ended
Jun. 30, 2026
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Change in Fiscal Year Effective September 10, 2026, the Company changed its fiscal year end from October 31 to June 30. As a result of this change, the Company is presenting audited consolidated financial statements for the eight-month transition period from November 1, 2025 through June 30, 2026. The consolidated balance sheets are presented as of June 30, 2026 and October 31, 2025. The consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows are presented for the eight-month transition period ended June 30, 2026 and for the fiscal years ended October 31, 2025 and 2024. Certain unaudited financial information for the eight-month period ended June 30, 2025 is presented for comparative purposes (see Note 20). The unaudited comparative information has been prepared on the same basis as the Company’s audited consolidated financial statements and, in the opinion of management, includes all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the Company’s results of operations for such period. As a result of the change in fiscal year end, the Company’s results for the eight-month transition period ended June 30, 2026 are not directly comparable to the results for the fiscal years ended October 31, 2025 and 2024. Basis of Presentation The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and variable interest entities (“VIEs”) for which the Company is the primary beneficiary. The Company is considered the primary beneficiary of a VIE when it has both the power to direct the activities of the VIE that most significantly impact its economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. All significant intercompany accounts and transactions of consolidated VIEs have been eliminated in consolidation. 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 June 30, 2026, the Company had $930,000 of cash balances in one financial institution in excess of FDIC insurance coverage limits and $499,000 of cash balances in another financial institution in excess of FDIC insurance coverage limits. Major Customer During the eight months ended June 30, 2026, the Company sold products and services totaling approximately $638,000 (10.9%) to a large distributor and medical practice group and approximately $598,000 (10.2%) to another large distributor and medical practice group. During the year ended October 31, 2025, the Company sold products and services totaling approximately $741,000 (14.3%) to a large medical practice group, approximately $597,000 (11.5%) to a large distributor and medical practice group and approximately $568,000 (10.9%) to another large distributor and medical practice group. During the year ended October 31, 2024, the Company sold products and services totaling approximately $661,000 (14.3%) to a large distributor and medical practice group and approximately $556,000 (12.0%) to another large distributor and medical practice group. As of June 30, 2026, the Company had accounts receivable from one customer which comprised 94% of its gross accounts receivable. As of October 31, 2025, the Company had accounts receivable from one customer which comprised 100% of its gross accounts receivable. There were no other customers that accounted for more than 10% of accounts receivable at June 30, 2026 or October 31, 2025. 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. Major Supplier The Company has contracts with more than one supplier of the tissue raw material used in manufacturing of its products. During the eight months ended June 30, 2026, the Company purchased the tissue raw material used in manufacturing of its products from one supplier in the amount of $104,000 (61% of total raw material purchases) and $66,000 (39% of total raw material purchases). During the fiscal year ended October 31, 2025, the Company purchased the tissue raw material used in manufacturing of its products from one supplier in the amount of $120,000 (72% of total raw material purchases) and $45,000 (28% of total raw material purchases). During the fiscal year ended October 31, 2024, the Company purchased the tissue raw material used in manufacturing of its products from one supplier in the amount of $135,000. The Company’s supply agreements are non-exclusive and the Company does not believe it has any exposure based on the availability of raw materials and/or products from other suppliers. 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 share-based compensation liability and equity instruments issued for services, and assumptions used in the determination of the Company’s liquidity. Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Accounts Receivable Accounts receivable are recorded at net realizable value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to pay their obligation. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. Most of the Company’s sales do not provide for installment payments and amounts are typically due upon invoicing. However, for those customers that are granted payment terms, the policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company are exhausted, the determination for charging off uncollectible receivables is made. Management determined that no allowance for bad debts was necessary at June 30, 2026 and October 31, 2025. Inventory Inventory is stated at the lower of cost or net realizable value using the average cost method. The Company provides a reserve for potential excess, dated or obsolete inventories based on an analysis of forecasted demand compared to quantities on hand and any firm purchase orders, as well as product shelf life. At June 30, 2026 and October 31, 2025, the Company determined that no reserves were required in connection with our inventory. Property and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives of property and equipment range from 3 to 15 years. Upon sale or retirement, the cost and related accumulated depreciation and amortization are eliminated from their respective accounts, and the resulting gain or loss is included in results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred. Leasehold Improvements Leasehold improvements in excess of $1,000 that are made in connection with leases having a term of more than 12 months are capitalized by the Company and amortized over the shorter of the useful life of the asset or the remaining lease periods and renewals that are deemed to be reasonably certain at the date the leasehold improvements are purchased. Costs associated with leasehold improvements that do not exceed $1,000 are expensed as incurred. Revenue Recognition The Company follows the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASC”) 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. 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 period. 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 June 30, 2026, the Company had 8,207,357 common shares issuable upon the exercise of options and warrants (vested and unvested), 290,000 unissued restricted stock (178,333 unvested), $250,000 of convertible debt securities (convertible into a maximum of 41,667 shares) and $50,000 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 20,000 shares) that were not included in the computation of diluted loss per share because their inclusion is anti-dilutive for the eight months ended June 30, 2026. At October 31, 2025, the Company had 4,265,444 common shares issuable upon the exercise of options and warrants (vested and unvested), 212,500 unissued restricted stock (178,333 unvested), $250,000 of convertible debt securities (convertible into a maximum of 41,667 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 diluted loss per share because their inclusion is anti-dilutive for the year ended October 31, 2025. At October 31, 2024, the Company had 3,522,527 common shares issuable upon the exercise of options and warrants (vested and unvested), 185,000 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 diluted loss per share because their inclusion is anti-dilutive for the nine months ended October 31, 2024. Stock-Based Compensation All stock-based payments are recognized in the financial statements based on their fair values. The Company accounts for stock-based awards granted to employees, nonemployee directors, and consultants in accordance with ASC 718, “Compensation—Stock Compensation.” Stock-based awards are measured at fair value, and compensation expense is recognized over the applicable requisite service period. The Company accounts for forfeitures as they occur. Restricted Stock Awards. The fair value of restricted stock awards is measured based on the closing market price of the Company’s common stock on the grant date. Compensation expense is recognized over the vesting period. Service-Based Stock Options. The fair value of stock options subject solely to service-based vesting conditions is measured on the grant date using the Black-Scholes option-pricing model. Compensation expense is recognized on a straight-line basis over the vesting period. Stock Options with Market or Performance Conditions. The fair value and derived service period of stock options containing a market condition are estimated on the grant date using a Monte Carlo simulation model. For awards that vest upon the first to occur of a market condition or a performance condition, compensation expense is recognized over the derived service period. If the performance condition becomes probable of achievement and its associated implicit service period is shorter than the derived service period, any unrecognized compensation expense is recognized prospectively over the revised requisite service period. If either condition is achieved before the end of the requisite service period, any unrecognized compensation expense is recognized immediately. Liability-Classified Stock Options. Stock options indexed to a factor in addition to the Company’s share price that is not a market, performance, or service condition are classified as liabilities. Liability-classified awards are measured at fair value on the grant date and remeasured at the end of each reporting period until settlement. During the requisite service period, compensation expense is recognized based on changes in the fair value of the award, adjusted for the portion of the requisite service rendered through each reporting period. If the award vests before completion of the requisite service period, any unrecognized compensation expense based on the then-current fair value is recognized immediately. After vesting or completion of the requisite service period, subsequent changes in fair value are recognized in compensation expense until settlement. 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 $65,000, $100,000 and $164,000 for the eight months ended June 30, 2026 and the years ended October 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. Income Taxes The Company files a consolidated tax return that includes all of its subsidiaries. Provisions for income taxes are based on taxes payable or refundable for the current year taxable income for federal and state income tax reporting purposes and deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss carryforwards. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of the operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with FASB Topic 740 – Income Taxes. This pronouncement prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. The interpretation also provides guidance on recognition, derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. For the eight months ended June 30, 2026 and the years ended October 31, 2025 and 2024 the Company incurred operating losses, and therefore, there was not any income tax expense amount recorded during those periods. There is a full valuation allowance established for the tax benefit associated with the net losses for the eight months ended June 30, 2026 and the years ended October 31, 2025 and 2024. 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. 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. The estimated fair value of the share-based compensation liability is determined using Level 3 inputs. Operating Lease Obligations Under the provisions of Accounting Standards Update (ASU) No. 2016-02 (Topic 842) (“ASC 842”), the Company recognizes a right of use (“ROU”) asset and corresponding lease liability for all operating and financing leases upon commencement of the lease. The Company’s policy is to treat operating leases that have a term of one year or less at lease commencement date and do not include a purchase option that is reasonably certain of exercise, consistent with the lease recognition approach as previously outlined under ASC 840. In addition, month to month leases which do not involve additional financial commitments on the part of the Company are also treated consistent with the lease recognition approach as previously outlined under ASC 840. The Company has established a capitalization threshold of $15,000 in determining whether any future operating leases will be capitalized. Subsequent Events The Company has evaluated subsequent events that occurred after June 30, 2026 through the financial statement issuance date for subsequent event disclosure or recording. Recently Issued Accounting Pronouncements In November 2024, FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation and amortization expense for each caption on the income statement where such expenses are included. The update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on its financial statement disclosures. We have reviewed all accounting pronouncements recently issued by the FASB and the SEC. The authoritative pronouncements that we have already adopted did not have a material effect on our financial condition, results of operations, cash flows or reporting thereof, and except as otherwise noted above, we do not believe that any of the authoritative pronouncements that we have not yet adopted will have a material effect upon our financial condition, results of operations, cash flows or reporting thereof.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

8 Months Ended

Jun. 30, 2026

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Change in Fiscal Year

Effective September 10, 2026, the Company changed its fiscal year end from October 31 to June 30. As a result of this change, the Company is presenting audited consolidated financial statements for the eight-month transition period from November 1, 2025 through June 30, 2026.

The consolidated balance sheets are presented as of June 30, 2026 and October 31, 2025. The consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows are presented for the eight-month transition period ended June 30, 2026 and for the fiscal years ended October 31, 2025 and 2024.

Certain unaudited financial information for the eight-month period ended June 30, 2025 is presented for comparative purposes (see Note 20). The unaudited comparative information has been prepared on the same basis as the Company’s audited consolidated financial statements and, in the opinion of management, includes all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the Company’s results of operations for such period.

As a result of the change in fiscal year end, the Company’s results for the eight-month transition period ended June 30, 2026 are not directly comparable to the results for the fiscal years ended October 31, 2025 and 2024.

Basis of Presentation

The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries, and variable interest entities (“VIEs”) for which the Company is the primary beneficiary. The Company is considered the primary beneficiary of a VIE when it has both the power to direct the activities of the VIE that most significantly impact its economic performance and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. All significant intercompany accounts and transactions of consolidated VIEs have been eliminated in consolidation.

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 June 30, 2026, the Company had $930,000 of cash balances in one financial institution in excess of FDIC insurance coverage limits and $499,000 of cash balances in another financial institution in excess of FDIC insurance coverage limits.

Major Customer

During the eight months ended June 30, 2026, the Company sold products and services totaling approximately $638,000 (10.9%) to a large distributor and medical practice group and approximately $598,000 (10.2%) to another large distributor and medical practice group.

During the year ended October 31, 2025, the Company sold products and services totaling approximately $741,000 (14.3%) to a large medical practice group, approximately $597,000 (11.5%) to a large distributor and medical practice group and approximately $568,000 (10.9%) to another large distributor and medical practice group.

During the year ended October 31, 2024, the Company sold products and services totaling approximately $661,000 (14.3%) to a large distributor and medical practice group and approximately $556,000 (12.0%) to another large distributor and medical practice group.

As of June 30, 2026, the Company had accounts receivable from one customer which comprised 94% of its gross accounts receivable. As of October 31, 2025, the Company had accounts receivable from one customer which comprised 100% of its gross accounts receivable. There were no other customers that accounted for more than 10% of accounts receivable at June 30, 2026 or October 31, 2025.

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.

Major Supplier

The Company has contracts with more than one supplier of the tissue raw material used in manufacturing of its products.

During the eight months ended June 30, 2026, the Company purchased the tissue raw material used in manufacturing of its products from one supplier in the amount of $104,000 (61% of total raw material purchases) and $66,000 (39% of total raw material purchases).

During the fiscal year ended October 31, 2025, the Company purchased the tissue raw material used in manufacturing of its products from one supplier in the amount of $120,000 (72% of total raw material purchases) and $45,000 (28% of total raw material purchases).

During the fiscal year ended October 31, 2024, the Company purchased the tissue raw material used in manufacturing of its products from one supplier in the amount of $135,000.

The Company’s supply agreements are non-exclusive and the Company does not believe it has any exposure based on the availability of raw materials and/or products from other suppliers.

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 share-based compensation liability and equity instruments issued for services, and assumptions used in the determination of the Company’s liquidity.

Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents.

Accounts Receivable

Accounts receivable are recorded at net realizable value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to pay their obligation. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions.

Most of the Company’s sales do not provide for installment payments and amounts are typically due upon invoicing. However, for those customers that are granted payment terms, the policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company are exhausted, the determination for charging off uncollectible receivables is made. Management determined that no allowance for bad debts was necessary at June 30, 2026 and October 31, 2025.

Inventory

Inventory is stated at the lower of cost or net realizable value using the average cost method. The Company provides a reserve for potential excess, dated or obsolete inventories based on an analysis of forecasted demand compared to quantities on hand and any firm purchase orders, as well as product shelf life. At June 30, 2026 and October 31, 2025, the Company determined that no reserves were required in connection with our inventory.

Property and Equipment

Property and equipment are stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives of property and equipment range from 3 to 15 years. Upon sale or retirement, the cost and related accumulated depreciation and amortization are eliminated from their respective accounts, and the resulting gain or loss is included in results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred.

Leasehold Improvements

Leasehold improvements in excess of $1,000 that are made in connection with leases having a term of more than 12 months are capitalized by the Company and amortized over the shorter of the useful life of the asset or the remaining lease periods and renewals that are deemed to be reasonably certain at the date the leasehold improvements are purchased. Costs associated with leasehold improvements that do not exceed $1,000 are expensed as incurred.

Revenue Recognition

The Company follows the guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASC”) 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.

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 period. 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 June 30, 2026, the Company had 8,207,357 common shares issuable upon the exercise of options and warrants (vested and unvested), 290,000 unissued restricted stock (178,333 unvested), $250,000 of convertible debt securities (convertible into a maximum of 41,667 shares) and $50,000 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 20,000 shares) that were not included in the computation of diluted loss per share because their inclusion is anti-dilutive for the eight months ended June 30, 2026.

At October 31, 2025, the Company had 4,265,444 common shares issuable upon the exercise of options and warrants (vested and unvested), 212,500 unissued restricted stock (178,333 unvested), $250,000 of convertible debt securities (convertible into a maximum of 41,667 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 diluted loss per share because their inclusion is anti-dilutive for the year ended October 31, 2025.

At October 31, 2024, the Company had 3,522,527 common shares issuable upon the exercise of options and warrants (vested and unvested), 185,000 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 diluted loss per share because their inclusion is anti-dilutive for the nine months ended October 31, 2024.

Stock-Based Compensation

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

The Company accounts for stock-based awards granted to employees, nonemployee directors, and consultants in accordance with ASC 718, “Compensation—Stock Compensation.” Stock-based awards are measured at fair value, and compensation expense is recognized over the applicable requisite service period. The Company accounts for forfeitures as they occur.

Restricted Stock Awards. The fair value of restricted stock awards is measured based on the closing market price of the Company’s common stock on the grant date. Compensation expense is recognized over the vesting period.

Service-Based Stock Options. The fair value of stock options subject solely to service-based vesting conditions is measured on the grant date using the Black-Scholes option-pricing model. Compensation expense is recognized on a straight-line basis over the vesting period.

Stock Options with Market or Performance Conditions. The fair value and derived service period of stock options containing a market condition are estimated on the grant date using a Monte Carlo simulation model. For awards that vest upon the first to occur of a market condition or a performance condition, compensation expense is recognized over the derived service period. If the performance condition becomes probable of achievement and its associated implicit service period is shorter than the derived service period, any unrecognized compensation expense is recognized prospectively over the revised requisite service period. If either condition is achieved before the end of the requisite service period, any unrecognized compensation expense is recognized immediately.

Liability-Classified Stock Options. Stock options indexed to a factor in addition to the Company’s share price that is not a market, performance, or service condition are classified as liabilities. Liability-classified awards are measured at fair value on the grant date and remeasured at the end of each reporting period until settlement. During the requisite service period, compensation expense is recognized based on changes in the fair value of the award, adjusted for the portion of the requisite service rendered through each reporting period. If the award vests before completion of the requisite service period, any unrecognized compensation expense based on the then-current fair value is recognized immediately. After vesting or completion of the requisite service period, subsequent changes in fair value are recognized in compensation expense until settlement.

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 $65,000, $100,000 and $164,000 for the eight months ended June 30, 2026 and the years ended October 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.

Income Taxes

The Company files a consolidated tax return that includes all of its subsidiaries.

Provisions for income taxes are based on taxes payable or refundable for the current year taxable income for federal and state income tax reporting purposes and deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss carryforwards. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of the operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company accounts for uncertain tax positions in accordance with FASB Topic 740 – Income Taxes. This pronouncement prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. The interpretation also provides guidance on recognition, derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

For the eight months ended June 30, 2026 and the years ended October 31, 2025 and 2024 the Company incurred operating losses, and therefore, there was not any income tax expense amount recorded during those periods. There is a full valuation allowance established for the tax benefit associated with the net losses for the eight months ended June 30, 2026 and the years ended October 31, 2025 and 2024.

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.

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. The estimated fair value of the share-based compensation liability is determined using Level 3 inputs.

Operating Lease Obligations

Under the provisions of Accounting Standards Update (ASU) No. 2016-02 (Topic 842) (“ASC 842”), the Company recognizes a right of use (“ROU”) asset and corresponding lease liability for all operating and financing leases upon commencement of the lease.

The Company’s policy is to treat operating leases that have a term of one year or less at lease commencement date and do not include a purchase option that is reasonably certain of exercise, consistent with the lease recognition approach as previously outlined under ASC 840. In addition, month to month leases which do not involve additional financial commitments on the part of the Company are also treated consistent with the lease recognition approach as previously outlined under ASC 840. The Company has established a capitalization threshold of $15,000 in determining whether any future operating leases will be capitalized.

Subsequent Events

The Company has evaluated subsequent events that occurred after June 30, 2026 through the financial statement issuance date for subsequent event disclosure or recording.

Recently Issued Accounting Pronouncements

In November 2024, FASB issued ASU 2024-03 Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses. The guidance in ASU 2024-03 requires public business entities to disclose in the notes to the financial statements, among other things, specific information about certain costs and expenses including purchases of inventory; employee compensation; and depreciation and amortization expense for each caption on the income statement where such expenses are included. The update is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted, and the amendments may be applied prospectively to reporting periods after the effective date or retrospectively to all periods presented in the financial statements. The Company is currently evaluating the provisions of this guidance and assessing the potential impact on its financial statement disclosures.

We have reviewed all accounting pronouncements recently issued by the FASB and the SEC. The authoritative pronouncements that we have already adopted did not have a material effect on our financial condition, results of operations, cash flows or reporting thereof, and except as otherwise noted above, we do not believe that any of the authoritative pronouncements that we have not yet adopted will have a material effect upon our financial condition, results of operations, cash flows or reporting thereof.