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RELATED PARTY TRANSACTIONS
8 Months Ended
Jun. 30, 2026
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 16 – RELATED PARTY TRANSACTIONS 

 

Sales to Related Parties

 

For the eight months ended June 30, 2026 and the years ended October 31, 2025 and 2024, the Company sold a total of approximately $0, $88,000 and $199,000, respectively, of product to a management services organization (“MSO”) that provides administrative services and contracts for medical supplies for several medical practices, of which Dr. George Shapiro, the Company’s Chief Medical Officer and a member of the board of directors has an indirect economic interest in the parent company that owns the MSO.

 

For the eight months ended June 30, 2026, the Company sold a total of approximately $70,000 of product to a medical practice of which Dr. George Shapiro, the Company’s Chief Medical Officer and a member of the board of directors has an economic interest.

 

Sale Of Exotropin Interests

 

On March 31, 2026 (“Execution Date”) the Company, Greyt and Skycrest Holdings, LLC, a former principal shareholder of the Company (“Skycrest” and, together with the Company and Greyt, each a “Seller” and collectively “Sellers”) entered into a purchase and sales agreement (“Agreement”) to sell their Membership Units in Exotropin and terminate the Sales Representative Agreement (“Sales Agreement”) between the Company and Exotropin. During the eight months ended June 30, 2026, the Company recorded a gain of $390,000 from the sale of its Exotropin interests comprised of the proceeds of $376,000 received from the sale of its interests in Exotropin and the reduction of previously recorded liabilities of $14,000. For the eight months ended June 30, 2026 and the years ended October 31, 2025 and 2024, $0, $45,000 and $81,000 of commissions, respectively, were paid to the Company in connection with the Sales Agreement.

 

Investment in Serephon

 

On May 12, 2026, Ian Bothwell, Dr. George Shapiro, Greyt and the Company formed Serephon LLC (“Serephon”), a Delaware limited liability company. Serephon intends to act as a management services organization providing non-clinical administrative, operational, advisory, technology, marketing, management, equipment, procurement, and other lawful support services to physician-owned medical practices and other lawful healthcare-adjacent businesses, while not engaging in the practice of medicine.

 

In connection with the Serephon business, the Company will agree to supply biologic products to Serephon and/or Serephon’s participating clinics, in exchange for an initial fifty percent (50%) Class A limited liability company membership interest (48 units) in Serephon, with the remaining Class A limited liability company membership interests owned equally by Greyt (16 units), Dr. Shapiro (16 Units) and Mr. Bothwell (16 Units).

 

See Note 8 for discussion on Investment in Variable Interest Entity.

 

Debt Extinguishment

 

During the year ended October 31, 2024, the Company wrote-off the full balance of the advances payable to an affiliate of a former executive of $221,000. The Company recorded the write-off as other income during the year ended October 31, 2024.

 

Stock Compensation

 

In addition to the above related party transactions, during the period ended June 30, 2026 and the years ended October 31, 2025 and 2024,

 

● The Company recognized $799,000, $0 and $375,000, respectively, of compensation expense related to fair value of shares issued to officers and directors and related parties.

 

● The Company recognized $3,456,000, $1,289,000 and $776,000, respectively, of compensation expense related to fair value of options granted to officers and directors and related parties.

 

● The Company recognized $227,000, $0 and $0, respectively, of expense related to share-based compensation accounted for as a liability in connection with options granted to officers and directors and related parties.

 

●The Company recognized $215,000, $2,802,000 and $2,294,000, respectively, of compensation expense related to fair value of warrants granted to related parties.

 

See Note 14 for discussion of Share-Based Compensation Liability.