NOTE 15 – COMMITMENTS AND CONTINGENCIES

Dr. John D. Kisiday, Ph.D.

Effective January 23, 2026, Dr. Kisiday was appointed the Company’s Chief Science Officer. Dr. Kisiday’s employment agreement (“Employment Agreement”) provides for a base salary of $175,000 and a stock grant of 50,000 shares of common stock under our 2021 Incentive 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, contingent upon Dr. Kisiday’s continued employment with the Company. In addition, if Dr. Kisiday brought a commercially viable new product and/or business opportunity to the Company outside the existing scope of the Company’s current line of business, Dr. Kisiday will be entitled to receive additional compensation therefor.

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

Dr. Kisiday’s employment agreement contains customary confidentiality, non-competition and non-solicitation covenants.

On March 21, 2026, as provided for under the Employment Agreement, the Company provided Dr. Kisiday with notice that his employment was being terminated effective March 23, 2026. As a result of Dr. Kisiday’s termination, the stock grant was forfeited in full effective March 23, 2026.

Purchase Commitments

During July 2025, the Company entered into an exclusive supply agreement (“Supply Agreement”) with a third-party contract manufacturer (“CDMO”) in connection with the manufacturing and processing of certain biological products (“CDMO Products”) that the Company intends to sell to third party medical providers. Under the terms of the Supply Agreement, the Company prepaid $500,000. Under the terms of the Supply Agreement, the deposits will be applied against the actual CDMO Products that are released to the Company. The Company has agreed to make a minimum of 8 purchase orders within specified periods based on satisfactory release of prior productions of the CDMO Products (“Minimum Purchase Orders”). In connection with each purchase order, the Company is required to have minimum deposits paid to the CDMO equal to 50% of the value of the purchase order. The Supply Agreement may be extended by the Company based on submitting a minimum amount of additional purchase orders after the Minimum Purchase Orders have been released. As of June 30, 2026 and October 31, 2025, outstanding advances were $42,000 and $267,000, respectively that is included in prepaid expenses in the accompanying consolidated balance sheets.

Skincare Agreement

In September 2022, the Company entered into a joint development agreement and supply agreement with a third-party supplier (“Supplier”) that develops and manufactures various devices and related equipment and consumables used in the skincare industry (“Skincare Agreement”) that are marketed and sold directly and/or through its affiliates or third parties, in the United States of America and in most major international markets. During September 2023, the Company and the Supplier agreed to enter into an Amendment and Restatement of the Skincare Agreement (“Amended Skincare Agreement”).

On August 12, 2024, in connection with the mutual agreement to terminate the Amended Skincare Agreement, the Company and the Supplier entered into a settlement agreement and general release (“Settlement”). As of the date of the Settlement, both the Company and Exotropin had yet to deliver the Ingredient or the Moisturizer to the Supplier. In connection with the Settlement, the parties released each other from all outstanding duties and/or obligations owed by one party to the other party as set forth in the Settlement, including but not limited to the Company’s obligation to supply any Combined Product to the Supplier and the Supplier’s obligation to make or place any additional orders to the Company for the Combined Product. In connection with the Settlement, the Company retained the $403,000 payment that the Supplier made to the Company in connection with the Initial Purchase Order, and the Company was not obligated to deliver any of the Combined Product to the Supplier, including the portion of the Combined Product to be provided in connection with the Initial Purchase Order. Concurrent with the execution of the Settlement, the Company and Exotropin entered into a settlement and general release (“Release”) whereby the parties released each other from all outstanding duties and/or obligations owed by one party to the other party as set forth in the Release including but not limited to Exotropin’s obligation to supply any Moisturizer to the Company pursuant to the Amended Skincare Agreement and the Company’s obligation to make or place any additional orders to Exotropin for the Moisturizer. In connection with the Release, Exotropin retained the Moisturizer Prepayment that was paid by the Company of $235,000 in November 2023, and Exotropin was not obligated to deliver any of the Moisturizer to the Company, including portion of the Moisturizer to be provided in connection with the Moisturizer Prepayment.

As a result of the above settlements, the Company has recorded $168,000 of other income during the year ended October 31, 2024 in connection with the net settlement amount associated with the Amended Skincare Agreement.

Deferred Revenue

Amounts received by the Company for products that have yet to be delivered to the customers as of June 30, 2026 and October 31, 2025 are reflected in the Company’s balance sheet as deferred revenues and were comprised of the following:

Legal Matters

Albert Mitrani and Dr. Maria Ines Mitrani

On June 7, 2023, the Company filed a four-count complaint with the Seventeenth Judicial Circuit in and for Broward County, Florida against Albert Mitrani and Dr. Maria Ines Mitrani, co-founders of the Company. Albert Mitrani was a former director and executive officer of the Company (most recently serving as Chief Executive Officer from September 2019 to July 2022 and as Executive Vice President of Sales from July 2022 until his termination in May 2023) and Dr. Mitrani is a former director and former executive officer of the Company (serving as Chief Science Officer from November 2016 until her termination in April 2023). The complaint alleges (i) breach of contract; (ii) breach of fiduciary duty; and (iii) tortious interference with business relationships; and seeks injunctive relief, in connection with, inter alia, non-solicitation and non-competition violations, misappropriation of Company materials and proprietary information resulting in unjust enrichment, causing detriment to business relationships and goodwill towards customers and physicians, self-dealing and misconduct afoul to the Company’s business interests as members of the Company’s board of directors, executive officers and minority equity interest holders—all causing irreparable harm to the Company. The complaint seeks injunctive relief, in addition to both compensatory and punitive damages.

Effective November 13, 2023, the Company entered into a settlement agreement with Albert Mitrani and Dr. Maria Ines Mitrani, pursuant to which it resolved various claims against the Mitranis, including those set forth in the previously reported Florida state action the Company had filed against the Mitranis. As part of the settlement, Albert Mitrani and Dr. Maria Ines Mitrani returned to the Company an aggregate of 1,164,742 shares of the Company’s common stock held by them respectively and the parties exchanged mutual releases.

Consultants

Effective August 5, 2024, the Company entered into a settlement agreement with a prior consultant of the Company, pursuant to which it resolved various claims that had been brought by the Company against a prior consultant. As part of the settlement, the consultants agreed to return to the Company 237,602 shares of ZEO common stock held by the consultants in exchange for a payment of $80,000 and the parties exchanged mutual releases. The shares were returned to the Company in October 2024 and were redeposited back into the Company’s treasury of authorized and unissued shares.

Dr. Leider

The Company’s employment agreement with Dr. Harry Leider, its former Chief Executive Officer (“Leider Employment Agreement”) had an initial term that ended May 31, 2024. The Leider Employment Agreement was not renewed and accordingly, the Leider Employment Agreement expired and the employment of Dr. Leider by the Company ended on May 31, 2024.

Effective August 12, 2024, the Company and Dr. Leider entered into a settlement agreement and general release whereby the Company agreed to pay Dr. Leider $40,000 in exchange for each party executing mutual releases in connection with the non-renewal of Dr. Leider’s employment agreement.

Dr. Golub

The Company’s employment agreement with Dr. Howard Golub, its former Chief Science Officer (“Golub Employment Agreement”) had an initial term that ended May 31, 2024. The Golub Employment Agreement was not renewed and accordingly, the Golub Employment Agreement expired and the employment of Dr. Golub by the Company ended on May 31, 2024.

On November 19, 2024, Dr. Golub (“Plaintiff”), filed a complaint in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida against the Company, alleging a breach of contract as a result of the Company’s failure to pay Plaintiff severance in the amount of $150,000 in connection with the non-renewal of the Golub Employment Agreement. During June 2026, the parties entered into an agreement settling the matter and the action was dismissed with prejudice.

Exotropin

During 2023, the Company entered into the Sales Agreement with Exotropin. On August 15, 2025, the Company terminated the Sales Agreement for cause. Exotropin filed a complaint (Case No. CACE-25-013178, in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida) against the Company for declaratory judgment on August 29, 2025, concerning the parties’ June 19, 2024, Amended and Restated Sales Representative Agreement, seeking declarations related to termination and the survival/enforceability of certain restrictive and other clauses. On November 6, 2025, the Company moved to dismiss Exotropin’s complaint. The Company filed counterclaims on November 17, 2025. On January 7, 2026, Exotropin filed a First Amended Complaint. On April 6, 2026, the parties filed a Joint Notice of Settlement with the Court. On April 13, 2026, the parties filed a Joint Stipulation of Dismissal With Prejudice, dismissing the action and all claims, counterclaims, and defenses asserted therein with prejudice, with each party bearing its own attorneys’ fees, costs, and expenses.

BioXtek

On February 4, 2025, the Company entered into a Binding Memorandum of Understanding (“Binding MOU”) with BioXtek, LLC, a Florida limited liability company (“BioXtek”) setting forth the terms of a joint development, manufacturing, marketing and funding arrangement to be entered into by the Company and BioXtek in various phases (“Joint Venture”). In June 2025, BioXtek sought to terminate a Binding MOU between BioXtek and the Company and related Joint Venture with the Company for alleged breaches by the Company with respect to both the Binding MOU and the Joint Venture. The Company contested BioXtek’s allegations. On December 17, 2025, the Company commenced an action against BioXtek (Case No. CACE-25-019364, in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida) and filed an amended complaint on January 5, 2026, asserting claims for breach of contract and implied covenant, fraudulent inducement, violation of the Florida Deceptive and Unfair Trade Practices Act, equitable accounting, and declaratory judgment. The Company seeks damages for expectancy/consequential losses, equitable relief, and fees. Mediation was conducted on June 11, 2026, but did not resolve the dispute. The parties are engaged in written discovery. On August 5, 2026, the case was transferred to the Complex Business Litigation Division (Division 07) before Judge David A. Haimes. On August 14, 2026, BioXtek served its initial disclosures. On August 20, 2026, the Court entered a Uniform Trial Order setting the case for trial during the period of January 3, 2028, through March 24, 2028, with a calendar call on December 15, 2027.

BioXtek filed its Answer and Affirmative Defenses to Amended Complaint and Counterclaims on September 21, 2026. BioXtek’s affirmative defenses allege, inter alia, prior material breach, fraudulent concealment, failure of conditions precedent, unenforceability of agreements to agree, valid contractual termination, waiver and estoppel, speculative damages, independent tort doctrine, and lack of FDUTPA standing. BioXtek’s counterclaims allege breach of contract, unjust enrichment, declaratory judgment, fraudulent inducement, negligent misrepresentation, and account stated. The Company intends to respond to BioXtek’s affirmative defenses and counterclaims and vigorously defend against the counterclaims.

Neurovive Holding Co., LLC

On January 26, 2026, Neurovive Holding Co., LLC (“Neurovive”), Paragon Medical Group, LLC (“Paragon”), and Dr. David Buechner (“Dr. Buechner,” and together with Neurovive and Paragon, “Plaintiffs”), filed a complaint in the Circuit Court of Benton County, Arkansas Civil Division against the Company asserting claims for breach of contract, breach of fiduciary duty, misappropriation of trade secrets, fraud, promissory estoppel, unjust enrichment and conversion (“Complaint”). Plaintiffs are seeking preliminary and permanent injunctive relief and compensatory damages. The litigation stems from a previous arrangement whereby Plaintiffs and the Company had sought to jointly pursue a proposed clinical trial (“Venture”) based on Plaintiffs agreeing to provide the necessary funding for the Venture (“Funding Obligations”). After a prolonged unsuccessful effort to secure the Funding Obligations, the Plaintiffs unilaterally elected to terminate further efforts to pursue the Venture.

The case was removed to the United States District Court for the Western District of Arkansas, Fayetteville Division, Case No. 5:26-cv-05055. On June 30, 2026, the Court granted the Company’s Motion to Transfer Venue pursuant to 28 U.S.C. § 1404(a), and the case was transferred to the United States District Court for the Southern District of Florida, Fort Lauderdale Division, where it was docketed as Case No. 0:26-cv-62090-AHS. In August 2026, the Company filed a Motion for Judgment on the Pleadings pursuant to Federal Rule of Civil Procedure 12(c), seeking dismissal of all counts of the Complaint with prejudice. Plaintiffs filed a response in opposition and the Company will file a reply. Discovery is proceeding. Both sides have exchanged initial disclosures and document productions, and the Company has served written discovery on Plaintiffs. We are unable to express an opinion as to the possible outcome of this matter. The Company disputes all allegations and intends to vigorously pursue all available legal remedies.

Other

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