Annual Report for Fiscal Year Ending July 31, 2025 (Form 10-K)

Management's Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical fact, included in this report regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management are forward-looking statements. The words "anticipates," "believes," "estimates," "expects," "intends," "may," "plans," "projects," "will," "would" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that the expectations underlying our forward-looking statements are reasonable, these expectations may prove to be incorrect, and all of these statements are subject to risks and uncertainties. Therefore, you should not place undue reliance on our forward-looking statements. You should understand that the following important factors could affect our future results and could cause those results or other outcomes to differ materially from those expressed or implied in our forward-looking statements:

	·	our limited operating history and lack of revenue, on which to evaluate our ability to achieve our business objective and projected cash needs and our expected future revenues, operations and expenditures;
	·	our potential ability to obtain additional financing on favorable terms;
	·	our public securities' potential liquidity and trading;
	·	the extent to which we acquire or invest in businesses, products, and technologies; the scope, progress, results and costs of our clinical trials for our drug candidates and medical devices;
	·	the scope, progress, results and costs of our clinical trials for our drug candidates and medical devices;
	·	our ability to successfully integrate our acquired products and technologies into our business, including the possibility that we will not fully realize the expected benefits of the transactions will not be fully realized by us or may take longer to realize than expected;
	·	the safety and efficacy of our product candidates;
	·	the progress and timing of clinical trials;
	·	the costs, timing, and outcome of regulatory review of our product candidates;
	·	the timing of submissions to, and decisions made by the U.S. Food and Drug Administration ("FDA") and other regulatory agencies, related to our product candidates to the satisfaction of the FDA and such other regulatory agencies;
	·	our ability to obtain, maintain and successfully enforce adequate patent and other intellectual property or regulatory exclusivity protection of our product candidates and the ability to operate our business without infringing on the intellectual property rights of others;
	·	the costs of preparing, filing, and prosecuting patent applications and maintaining, enforcing, and defending intellectual property-related claims;
	·	the emergence of competing technologies and other adverse market developments;
	·	changes in accounting standards; and
	·	the other risks and uncertainties discussed herein and in our other filings with the SEC.

Overview

Our business model is to develop or acquire unique medical-related products, engage third parties to develop and manufacture such products and then distribute the products through various distribution channels, including third parties. We have two different technologies in research and development stage; the CardioMap heart monitoring and screening device, and the Save-A-Life choking rescue device. To date, none of our product candidates have received regulatory clearance or approval for commercial sale.

Upon receiving adequate funding, we plan to license and develop our products and identify other product potentials we can develop or acquire. We will then engage third-party research and development firms that specialize in creating products to assist us, and we will apply for trademarks and patents at appropriate product development advances.

Recent Funding

Accredited Investor Promissory Note

On August 14, 2024, we entered into a $300,000 promissory note (the "Note") with an accredited investor. The $300,000 was received on August 22, 2024. The Note has a one-year maturity, becoming due on August 22, 2025, and bears interest at the rate of 18% per annum. In addition, we issued the investor a warrant to purchase 300,000 shares of our common stock at $0.10 per share that expires August 14, 2029, with a fair value of $13,343. At July 31, 2025, $300,000 in principal and $51,925 in accrued interest remained outstanding. On August 14, 2025, this note was amended to extend the maturity date to January 31, 2026.

Sale of Oragenics Common Stock

In the fourth quarter of fiscal 2025, we sold all 17,044 shares of Oragenics common stock at an average price of $4.35 per share for net proceeds of $69,787 after fees and commissions. See Note 2.

Going Concern

See Note 1 of Notes to Consolidated Financial Statements.

Critical Accounting Policies and Estimates

The SEC defines critical accounting policies as those that are, in management's view, important to the portrayal of our financial condition and results of operations and require management's judgment. Our discussion and analysis of our financial condition and results of operations are based on our audited consolidated financial statements, which have been prepared in accordance with U.S. GAAP.

The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses. We base our estimates on experience and on various assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates.

Reference is made to our significant accounting policies set forth in Note 2 of Notes to Consolidated Financial Statements.

Results of Operations

We do not currently sell or market any products and we did not have any revenue for the years ended July 31, 2025 or 2024. We will commence actively marketing products after the products and drugs in development have been FDA cleared or approved, however, there can be no assurance that we will be successful in obtaining FDA clearance or approval for our products.

		Fiscal Year Ended July 31,								Change
		2025				2024
Research and development expense		$	-			$	55,166			$	(55,166	)			100%
General and administrative expense			1,020,753				2,084,446				(1,063,693	)			-51%
Loss from operations			(1,020,753	)			(2,139,612	)			(1,118,859	)			-52%
Gain on sale of product candidates and related assets			-				16,400,687				(16,400,687	)			100%
Impairment of investment in preferred stock of Oragenics, Inc.			-				(12,955,437	)			12,955,437				100%
Loss from change in fair value of Oragenics, Inc. common stock			(459,417	)			(1,638,743	)			1,179,326				-72%
Interest expense			(252,516	)			(518,476	)			265,960				-51%
Other (expense) income, net			(10,005	)			9,265				-19,270				208%
Net loss			(1,742,691	)			(842,316	)			(900,375	)			107%
Deemed dividend			-				(63,455	)			63,455				100%
Net loss attributable to common stockholders		$	(1,742,691	)		$	(905,771	)		$	(836,920	)			92%
Basic net loss per share attributable to common stockholders		$	(0.02	)		$	(0.01	)		$	(0.01	)			78%
Diluted net loss per share attributable to common stockholders		$	(0.02	)		$	(0.01	)		$	(0.01	)			78%
Shares used for basic net loss per share attributable to common stockholders			104,709,763				97,064,040				7,645,723				8%
Shares used for diluted net loss per share attributable to common stockholders			104,709,763				97,064,040				7,645,723				8%

Research and Development

Our Research and development expense includes expenses related to our current projects, including, clinical research, design and manufacturing, formulation, regulatory and consultants.

We are not currently working on any projects and, therefore, we did not have any Research and development expense in fiscal 2025.

In fiscal 2024, we earned a research and development rebate from the Australian government of $53,578 related to our Phase I clinical trial of our concussion drug device combination which was recorded as an offset to Research and development expense.

General and Administrative

General and administrative includes expenses related to salaries and related benefits for employees in finance, accounting, sales, administrative and research and development activities, as well as stock-based compensation, costs related to maintaining compliance as a public company and legal and professional fees.

The decrease in General and administrative was due to the following:

		Fiscal year ended
		July 31, 2025
		compared to
		fiscal year
		ended
		July 31, 2024
Increase (decrease) in:
Business development and investor relations		$	(133,013	)
Insurance expense			(23,949	)
Stock-based compensation			(469,406	)
Legal and professional fees			(120,541	)
Public company expense			152,642
Wages			(451,142	)
Travel			(11,758	)
Other			(6,526	)
		$	(1,063,693	)

The decreases in wages and business development and investor relations were due to lower salaries of executives and lower business activity. The decrease in legal and professional fees was due to lower legal fees incurred. The decrease in stock-based compensation was due to no options granted in fiscal 2025 and fewer unvested awards outstanding. The decreases were offset by an increase in public company expense.

Gain on Sale of Product Candidates and Related Assets

The gain on sale of product candidates and related assets in fiscal 2024 relates to our sale of our drug candidates for treating mild traumatic brain injury ("mTBI"), also known as concussion, and for treating Niemann Pick Disease Type C ("NPC"), as well as our proprietary powder formulation and its nasal delivery device to Oragenics in December 2023.

Impairment of Investment in Preferred Stock of Oragenics, Inc.

Impairment of investment in preferred stock of Oragenics, Inc. in fiscal 2024 relates to the revaluation of the preferred stock of Oragenics held as an investment to zero. See Notes 2 and 6 of Notes to Consolidated Financial Statements for additional information.

Loss from Change in Fair Value of Oragenics, Inc. Common Stock

Loss from change in fair value of Oragenics, Inc. common stock relates to the value of the common stock of Oragenics that was held by us as an investment. All shares were sold during fiscal 2025. See Notes 2 and 6 of Notes to Consolidated Financial Statements for additional information.

Interest Expense

Interest expense includes interest on debt outstanding, as well as the amortization of beneficial conversion feature, debt discount and debt issuance costs. Certain information regarding debt outstanding was as follows:

		Fiscal Year Ended July 31,
		2025				2024
Weighted average debt outstanding		$	1,978,000			$	1,754,425
Weighted average interest rate			10.10%				8.09%

The decrease in interest expense was due to lower amortization of beneficial conversion feature, debt discount and debt issuance costs, partially offset by higher average interest rates.

Liquidity and Capital Resources

The following table sets forth the primary sources and uses of cash:

		Fiscal Year Ended July 31,
		2025				2024
Net cash used in operating activities		$	(347,392	)		$	(1,215,210	)
Net cash provided by investing activities			69,787				1,000,000
Net cash provided by financing activities			294,310				180,724

To date, we have financed our operations primarily through debt financing and limited sales of our common stock. Our ability to continue to access capital could be affected adversely by various factors, including general market and other economic conditions, interest rates, the perception of our potential future earnings and cash distributions, any unwillingness on the part of lenders to make loans to us, and any deterioration in the financial position of lenders that might make them unable to meet their obligations to us. If these conditions continue and we cannot raise funds through a public or private debt financing, or an equity offering, our ability to grow our business may be negatively affected. In such case, we would suspend research and development activities until market conditions improve.

Mast Hill Conversion of Accrued Interest

On August 29, 2025, Mast Hill converted $80,618 of interest and $1,750 in fees for a total of $82,368 into 1,144,000 shares of our common stock at a price of $0.072 per share. See Note 13 of Notes to Consolidated Financial Statements.

LGH Conversion of Accrued Interest

Conversion of LGH Investments, LLC Convertible Note

On October 6, 2025, LGH provided notice to convert $144,000 of their outstanding convertible note into 2,000,000 shares of our common stock at $0.072 per share. Following the conversion, there was $891,000 of principal and $281,875 of accrued interest outstanding. See Note 13 of Notes to Consolidated Financial Statements.

Debt

The following notes payable were outstanding:

		Fiscal Year Ended July 31, 2025				Fiscal Year Ended July 31, 2024
Convertible note issued to LGH due January 31, 2026, with a set interest amount of $84,000 through July 7, 2023, then an interest rate of 8.0% per annum of outstanding principal and convertible at $0.072 per share		$	1,035,000			$	1,035,000
Promissory notes issued to officers and directors due January 31, 2026, with an interest rate of 8.0% per annum and convertible at $0.12 per share			100,000				100,000
Accredited investor promissory note due January 31, 2026, with an interest rate of 10% per annum and convertible into 30,000 shares of Oragenics common stock			50,000				50,000
Mast Hill convertible promissory note due April 30, 2026, with an interest rate of 10% per annum and convertible at $0.072 per share			499,667				499,667
Accredited investor promissory note due January 31, 2026, with an interest rate of 18% per annum			300,000				-
Total principal			1,984,667				1,684,667
Unamortized debt discount and closing costs			(512	)			(38,134	)
		$	1,984,155			$	1,646,533

Inflation

Inflation did not have a material impact on our business and results of operations during the periods being reported.

Off Balance Sheet Arrangements

We do not have any material off balance sheet arrangements.