10-Q: Exousia Bio Shifts to Biotech, Secures $250K Loan

Exousia Bio, formerly LAMY, has pivoted to a clinical-stage biotechnology focus after acquiring Exousia AI, securing a $250,000 convertible note amidst a significant net loss and going concern warning.

Summary

• The company, formerly known as LAMY, has officially changed its name to Exousia Bio, Inc. and shifted its business focus from an educational platform/video game to clinical-stage biotechnology, specializing in exosomes for oncology.
• This strategic pivot follows the acquisition of Exousia Ai, Inc. on November 17, 2025, which became a wholly-owned subsidiary.
• A $250,000 convertible promissory note was issued to GBII Partners Inc. on January 20, 2026, fully funded on January 26, 2026, bearing 15% annual interest (18% upon default) and maturing on March 26, 2026.
• The convertible note is secured by pledges of 5,000,000 common shares from the majority shareholder (ExPro Holding Management, LLC) and 1,276,225 common shares from VS Services LLC.
• The company reported a net loss of $50,897 for the six months ended November 30, 2025, a significant decline from a net profit of $80,659 in the same period of 2024.
• Total assets increased to $22,050,670 as of November 30, 2025, primarily due to the acquisition of Exousia AI, valued at $22,050,000.
• The company has an accumulated deficit of $288,623 as of November 30, 2025, and a working capital deficit of $261,023.
• An independent auditor has issued a going concern opinion, indicating substantial doubt about the company's ability to continue operations for the next twelve months without additional capital.
• A rescission agreement was entered into on March 14, 2026, with Progenicyte Japan CO., LTD., cancelling 21,000,000 common shares previously issued in the Exousia AI acquisition due to a 'mistake of fact'.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing with low sentiment due to the significant net loss, accumulated deficit, and explicit going concern warning, despite the strategic pivot and capital raise. The high-risk nature of the convertible note and the rescission of shares also contribute to caution.

Positives

• The company successfully completed a strategic acquisition of Exousia Ai, Inc., pivoting into the clinical-stage biotechnology sector with a focus on oncology, which could offer significant long-term growth potential.
• A $250,000 convertible promissory note was secured, providing immediate capital for working capital and general corporate purposes, which is crucial for a development-stage company facing a going concern warning.
• The acquisition resulted in a 'Gain on acquisition' of $217,922 for the six months ended November 30, 2025, contributing positively to other income.

Negatives

• The company reported a net loss of $50,897 for the six months ended November 30, 2025, a substantial decrease from a net profit of $80,659 in the prior year period.
• Operating expenses significantly increased to $206,711 for the six months ended November 30, 2025, compared to $10,632 in the same period of 2024, reflecting the new business operations but also higher cash burn.
• The company has an accumulated deficit of $288,623 and a working capital deficit of $261,023 as of November 30, 2025.
• An independent auditor has issued a going concern opinion, highlighting substantial doubt about the company's ability to continue operations.
• The rescission of 21,000,000 common shares issued to Progenicyte Japan CO., LTD. due to a 'mistake of fact' indicates potential issues in the initial acquisition process or due diligence.

Risks

• The company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern, raising substantial doubt about its ability to survive.
• There is no assurance that the company will be successful in obtaining additional capital resources, which are necessary to meet its minimal operating expenses and implement its new business plan.
• The company's future operating results are expected to be substantially different due to the acquisition of Exousia AI, but the extent of this change and its impact on profitability are unpredictable.
• Additional issuances of equity or convertible debt securities, which are anticipated for funding, will result in dilution to current shareholders and may come with rights, preferences, or privileges senior to common stock.
• The convertible note's conversion price decreases significantly (from 50% to 10% of market price) if the note is not paid by maturity, potentially leading to substantial dilution for existing shareholders if the company defaults on repayment.

Future Outlook

The company's management anticipates that working capital requirements will continue to be funded through existing funds and further issuances of securities. They expect operating expenses and capital expenditures to increase in line with business growth, particularly for asset acquisition, developmental expenses for the start-up biotech business, and marketing. Additional capital will be needed to meet long-term operating requirements, with no assurance of availability on acceptable terms. The company intends to file for FINRA approval of its name change and trading symbol change in the near future, but cannot predict the timing of such approvals.

Management Comments

• Management's plan is to obtain additional capital resources for the company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third-party equity and/or debt financing.
• Management cannot provide any assurances that the company will be successful in accomplishing any of its plans.
• The company's Board of Directors determined that the best interests of the company and its shareholders would be best served by acquiring Exousia AI and adopting its business plan.
• The Board of Directors deemed it to be in the best interests of the company and its shareholders to assure stability and continuity during the company's initial stages of development by issuing the Series X Share to ExPro Holding.

Industry Context

StockSavvy.ai notes that Exousia Bio's pivot into clinical-stage biotechnology, specifically exosomes in oncology, places it in a high-growth, high-risk sector. The exosome therapeutic market is nascent but holds significant promise for targeted drug delivery and diagnostics. However, development-stage biotech companies typically require substantial, sustained capital investment for R&D and clinical trials, often facing long timelines to market and high failure rates. The company's current financial position, marked by a net loss and going concern warning, is common for early-stage biotechs but underscores the critical need for successful capital raises and pipeline progression to validate its new strategic direction.

Comparison to Industry Standards

• Exousia Bio's current financial state, with zero revenue and a significant accumulated deficit, is typical for a clinical-stage biotechnology company, as revenue generation often occurs much later in the development cycle, post-approvals.
• The 15% interest rate on the convertible note, with a default rate of 18% and aggressive conversion price discounts (down to 10% of market price post-maturity), is indicative of high-risk financing often seen in early-stage companies with limited operating history and significant capital needs, reflecting a higher cost of capital compared to more established biotech firms like Amgen or Regeneron.
• The issuance of a single Series X Preferred Stock share with super-voting rights (2x common + other preferred) to the majority owner (ExPro Holding) is a corporate governance mechanism often employed in early-stage companies to consolidate control and ensure strategic stability, similar to dual-class share structures seen in some tech companies, but it can raise concerns about minority shareholder influence.
• The pledge of common shares by the majority shareholder and a third party to secure the convertible note is a common practice for high-risk loans to development-stage companies, providing additional collateral to lenders where the company's own assets may be insufficient or illiquid.

Management Changes

Corporate Governance

Legal Proceedings

• Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving the company or its properties.
• No director, officer, or affiliate is a party adverse to the company in any legal proceeding, or has an adverse interest to the company in any legal proceedings.

Related Party Transactions

• As of November 30, 2025, the company had $8,831 due to a related party and $38,850 in advances from related parties. These amounts bear no interest and are due on demand.
• ExPro Holding Management, LLC, the majority owner, pledged 5,000,000 shares of company common stock to secure the $250,000 convertible promissory note to GBII Partners Inc.

Stakeholder Impact

• Shareholders: Face significant dilution risk from the convertible note, especially if the company defaults and conversion occurs at heavily discounted prices. The elimination of preemptive rights and cumulative voting further concentrates power with the majority shareholder. The rescission of 21,000,000 shares impacts Progenicyte Japan CO., LTD. directly.
• Creditors (GBII Partners Inc.): Have a secured position through pledged shares, mitigating some risk associated with the convertible note, but still exposed to the company's going concern risk.
• Employees/Management: The new management team (Matthew Dwyer) is tasked with navigating the company's strategic pivot and securing necessary funding, facing high pressure given the going concern warning. Expanded indemnification and liability limitation offer protection.
• Customers/Suppliers: Not directly impacted by this filing, as the company is in a clinical stage with no current revenue-generating products or services in its new biotech focus.

Next Steps

• The company intends to file for FINRA approval of its name change to Exousia Bio, Inc. and a change in its trading symbol.
• Management plans to obtain additional capital resources through management/shareholder contributions and third-party equity/debt financing.
• The company expects to increase operating expenses and capital expenditures for asset acquisition, developmental expenses for the new biotech business, and marketing.

Key Dates

Recommendation

A seasoned investor or institution would likely recommend 'sell' or 'strong sell' for Exousia Bio based on this filing. The company is a development-stage entity with no current revenue, a significant accumulated deficit, and an explicit 'going concern' warning from its auditor. While the pivot to biotechnology and the $250,000 capital raise offer a glimmer of hope, the amount is insufficient for sustained biotech R&D, and the terms of the convertible note (especially the steep conversion discounts upon default) pose a severe dilution risk to existing shareholders. The rescission of 21 million shares due to a 'mistake of fact' also raises concerns about operational integrity and due diligence. The high-risk profile, coupled with immediate financial distress and potential for substantial dilution, makes this a highly speculative investment with significant downside.

Keywords

Biotechnology, Oncology, Exosomes, Clinical Stage, Convertible Note, SEC Filing, Going Concern, Acquisition, Corporate Governance, Capital Raise