ACQUISITION OF BIOLUMINA ASSETS

8 Months Ended

Jun. 30, 2026

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

ACQUISITION OF BIOLUMINA ASSETS

NOTE 18 – ACQUISITION OF BIOLUMINA ASSETS

On June 25, 2025 (“Closing Date”), the Company entered into a stock purchase agreement with BioLumina, LLC (“BIO”), a Delaware limited liability company, and all of its members (each a “Member” and collectively “Members”), whereby the Company acquired all of the outstanding membership interests of BIO (“Acquisition”) held by the Members for a total purchase price of $200,000 (“Purchase Price”). The assets of BIO at the time of the Acquisition consisted primarily of finished goods inventory valued at $200,000 (“Inventory”), certain intellectual property consisting of various trademark applications and certain software platforms used to process product sales orders. At the time of the Acquisition, BIO’s historical cumulative sales were less than $50,000. The Company treated the purchase of BIO as an acquisition of assets. The Company did not assign any value to the intellectual property. Inventory was valued at the lower of replacement cost or the portion of the Purchase Price allocated towards inventory.

The Purchase Price paid was as follows:

(a)

A $25,000 cash payment (the “Cash Purchase Price”), paid on the Closing Date to the Members pro rata; and

(b)

30,000 restricted shares of the Company’s common stock valued at $75,000 (the “Zeo Shares”) issued on the Closing Date, to the Members, pro rata; with respect to which the Members will be accorded (1) piggyback registration rights under the Securities Act of 1933, as amended and (2) a right to put their Zeo Shares back to the Company on the first anniversary of Closing (the “True Up Date”) at a price of $2.50 per share ($75,000 in the aggregate); and

(c)

A royalty (“Royalty”), payable to the Members, pro rata, equal to 10% of the gross cash proceeds (excluding shipping, handling, returns and credits) received by the Company from the sale of BIO’s Inventory acquired at closing (the “Product”) during the first year following the Closing Date, up to a maximum of $100,000 (the “Royalty”) which Royalty will be payable to the Members, pro rata, within 5 business days of the True-Up Date. In the event the Royalty amount as of the True-Up Date is less than $100,000 (a “Shortfall”), then the Company agrees to pay the Members, pro rata, a cash payment in the amount of the Shortfall within 90 days after the True-Up Date. In addition, the Members shall have the option, to apply their pro rata share of the Royalty (inclusive of any Shortfall), to the purchase of additional restricted shares of the Company’s common stock at a purchase price equal to 75% of the average closing trading price of the common stock for the 5 trading days immediately prior to the True-Up Date, provided however that in no event shall the purchase price be lower than $2.50 per Share.

As of June 30, 2026, none of the Members elected to put back their Zeo Shares to the Company. During the eight months ended June 30, 2026, two of the members agreed to accept full payment of the Royalty and Shortfall payment owing totaling in the aggregate $50,000 through the transfer of inventory. As of September 30, 2026, all amounts owed to Members in connection with Royalty and Shortfall were paid in full.

In connection with the Acquisition, the Company recorded an obligation of $16,500 representing the difference in the fair value of the ZEO Shares on the Closing Date ($58,500) and the amount that the Company has agreed to provide in the event of a Shortfall. At October 31, 2025 and June 30, 2026, the Company recorded an additional cumulative obligation of $2,000 and $5,000 to reflect the loss in the fair value of the ZEO Shares from the Closing Date.