10-K: Zeo ScientifiX Navigates Growth Amidst Losses, Regulatory Shifts

Sentiment:

Annual Report 29 January 2026 4:05 PM

Zeo ScientifiX reports increased revenues driven by its PPX platform and strategic partnerships, yet faces significant net losses and going concern doubts for fiscal year 2025.

Delay expectedThe company and BioXtek, LLC failed to execute definitive agreements for their joint venture, including modifying terms for relocating operations and collaborating on clinical trials and product sales.An investor in the July 2025 subscription agreement has not made the November 2025, December 2025, and January 2026 installment payments, delaying the full capital raise of $1,000,000 for 175,000 shares.The Supplier in the original Skincare Agreement informed the company of delays in product development and providing a purchase order for the minimum purchase of the Ingredient.

Capital raiseThe company commenced a private offering in November 2025 to sell up to 20 units at $250,000 per unit, aiming for an aggregate of $5,000,000. Each unit includes 62,500 shares of common stock and warrants to purchase 62,500 shares at an exercise price of $4.00 until November 30, 2030.From November 2025 through January 2026, the company sold 4.8 units to 8 investors for an aggregate of $1,200,000, issuing 300,000 shares of common stock and 300,000 warrants.In July 2025, the company entered a subscription agreement with an accredited investor to purchase 250,000 shares for $1,000,000, payable in ten equal monthly installments. As of October 31, 2025, $300,000 was received for 75,000 shares, but subsequent payments for the remaining 175,000 shares were not made.The company has historically relied on the sale of debt or equity securities and restructuring debt obligations to meet cash shortfalls and fund operations.Management anticipates remaining dependent on additional investment capital for ongoing operating expenses and research and development costs related to new products and required clinical studies.

Worse than expectedThe company reported a net loss of $5,521,000 for FY2025, an increase from $4,705,000 in FY2024, indicating worsening profitability.Auditors expressed "substantial doubt" about the company's ability to continue as a going concern.The company had an accumulated deficit of $67,734,000 and a working capital deficit of $1,915,000 at October 31, 2025.Cash and cash equivalents decreased significantly from $657,000 to $221,000.Ongoing litigation with BioXtek and Exotropin, and a lawsuit from a former CSO, represent current and potential future legal and financial burdens.An investor failed to make installment payments for 175,000 shares from a July 2025 subscription agreement, impacting expected capital inflow.

Summary

Net loss for fiscal year 2025 was $5,521,000, an increase from $4,705,000 in fiscal year 2024.
Total revenues increased by 12.5% to $5,199,000 in fiscal year 2025, up from $4,620,000 in fiscal year 2024.
Revenue from the PPX service platform grew significantly to $1,527,000 in fiscal year 2025, representing 29.4% of total revenues, compared to $614,000 (13.3% of total) in fiscal year 2024.
Revenues from higher and lower concentration allogenic aesthetic biologic products decreased by $218,000 (4.7%) due to increased market competition and a shift towards lower-priced offerings.
Gross profit increased by 13.0% to $4,268,000, with a gross margin of 82.0% in fiscal year 2025.
General and administrative expenses rose by 6.1% to $9,654,000, primarily driven by an $839,000 increase in stock-based compensation and $179,000 in lab-related costs.
The company reported a working capital deficit of $1,915,000 and an accumulated deficit of $67,734,000 at October 31, 2025.
Auditors have expressed substantial doubt about the company's ability to continue as a going concern.
A strategic partnership was formed with Cytora Therapeutics Ltd. and Made Scientific, Inc. to commercialize allogeneic stem cell therapy in the U.S., leveraging Florida's new SB 1768 law and pursuing FDA Phase 2b clinical trials.
The company acquired BioLumina, LLC in June 2025 to obtain finished goods inventory and certain trademark applications.
Ongoing legal disputes include litigation with BioXtek, LLC over a failed joint venture, and a lawsuit with Exotropin, LLC following the termination of a sales agreement.
Florida's SB 1768, effective July 1, 2025, authorizes licensed physicians to administer certain non-FDA-approved stem cell therapies for orthopedic, wound care, and pain management, which Zeo expects to create substantial new demand.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a high-risk filing. While revenue growth and strategic partnerships offer potential, the significant and increasing net losses, persistent working capital deficit, and the auditor's going concern warning indicate severe financial distress. Ongoing litigations and reliance on future capital raises add to the uncertainty.

Positives

Overall revenue increased by 12.5% to $5,199,000 in fiscal year 2025.
The PPX service platform demonstrated strong growth, with revenues increasing by $913,000 and now accounting for 29.4% of total revenues.
Gross profit improved by 13.0% to $4,268,000, maintaining a high gross margin of 82.0%.
A strategic partnership with Cytora Therapeutics Ltd. and Made Scientific, Inc. aims to commercialize allogeneic stem cell therapy in the U.S. and advance FDA Phase 2b clinical trials.
Florida's new stem cell therapy law (SB 1768), effective July 1, 2025, provides new legal pathways for marketing and selling stem cell products, potentially accelerating clinical trials and reducing costs.
The company launched an IRB-approved clinical study for PPX in musculoskeletal joint pathologies, with enrollment for up to 350 patients.
The acquisition of BioLumina, LLC provides finished goods inventory and trademark applications for topical aesthetic products.
The company holds three issued U.S. patents for its Zofin and PPX products, with multiple patent applications pending.
No warning letters or correspondence from the FDA regarding non-compliance with HCT/P regulations have been received to date.
Successfully obtained an abatement of $92,000 in IRS tax penalties and interest.
Cash used in operating activities decreased by $732,000 in fiscal year 2025 compared to fiscal year 2024.
Successfully raised $1,200,000 in a private offering from November 2025 to January 2026.

Negatives

The company incurred significant net losses of $5,521,000 in fiscal year 2025, an increase from $4,705,000 in fiscal year 2024.
An accumulated deficit of $67,734,000 and a stockholders' deficit of $1,423,000 were reported at October 31, 2025.
The working capital deficit stood at $1,915,000 at October 31, 2025.
Auditors have expressed "substantial doubt" about the company's ability to continue as a going concern.
The company has a relatively limited operating history in its current business, particularly concerning stem cell therapy products under SB 1768.
Ongoing litigation with BioXtek, LLC stems from a failed joint venture, with claims including breach of contract and fraudulent inducement.
A lawsuit with Exotropin, LLC involves counterclaims for breach of contract and fiduciary duty after the company terminated their sales agreement.
A former Chief Science Officer, Dr. Howard Golub, filed a lawsuit demanding $150,000 in severance pay.
The company's growth is dependent on external capital, which may be costly and dilutive.
General and administrative expenses increased, largely due to higher stock-based compensation costs.
Other income decreased by $650,000, primarily due to non-recurring gains in the prior year.
Other expenses increased by $99,000, mainly from higher interest costs and inducement expenses for note conversions.
Cash and cash equivalents decreased from $657,000 to $221,000 in fiscal year 2025.
Material weaknesses in internal controls were identified, including limited segregation of duties and reliance on inexperienced staff for financial reporting.
An investor failed to make installment payments for 175,000 shares from a July 2025 subscription agreement, impacting expected capital inflow.

Risks

Substantial doubt exists about the company's ability to continue as a going concern due to significant losses, limited cash, and accumulated deficits.
The company has a relatively short operating history in its current business, making future prospects difficult to evaluate.
The prioritization of stem cell therapy products under Florida's SB 1768 may not be successful, and the FDA may seek to halt their use.
The unexpected loss of executive officers and key employees could materially harm the business.
The regenerative medicine field is highly competitive, with many established companies possessing greater marketing and financial resources.
Failure to continually update products/services or keep pace with technological advances could lead to product obsolescence.
The company is vulnerable to its suppliers' ability to remain current, innovative, compliant, and financially stable, which could disrupt raw material supply.
Default under outstanding indebtedness or inability to pay other obligations could lead to creditors filing petitions or forcing involuntary bankruptcy.
Access to external capital for growth may not be available on favorable terms or at all, potentially requiring scaling back business operations or leading to dilutive financing.
Failure to establish or enhance brand recognition could materially affect sales and business operations.
Defects in products or failures in quality control could result in product liability claims, litigation, and substantial costs.
The company's ability to attract, employ, and retain highly skilled individuals is crucial for client service and could be adversely affected if personnel are not retained.
Managing anticipated growth effectively may be difficult, straining management, operational, and financial resources.
Future acquisitions or mergers could negatively impact the business due to integration difficulties, distraction of management, and potential unknown liabilities.
There might be unanticipated obstacles to the execution of the company's business plans, which are capital intensive.
Transactions with officers and directors may present conflicts of interest.
Operating results may fluctuate significantly due to various factors, many outside the company's control, making revenue and operating results difficult to forecast.
Adverse global economic conditions, including recessions, trade tensions, inflation, and tightening credit markets, could negatively impact the business.
The utilization of human tissue in products creates the potential for disease transmission, despite quality controls.
The company's ability to grow revenues depends on expanding relationships with distributors and independent sales representatives, which may be challenging.
Investments in expanding the internal sales force may not necessarily result in increased sales.
Revenues may depend on adequate reimbursement from public and private insurers and health systems, which currently provide limited coverage for the company's products.
To be commercially successful, the company must convince physicians that its products are compliant, safe, and effective alternatives to existing treatments.
The company may be unable to obtain or maintain adequate product liability insurance.
Product recalls or voluntary market withdrawals could significantly increase costs, damage reputation, and disrupt business.
Significant disruptions of information technology systems or breaches of information security could adversely affect business operations and lead to loss of confidential information.
New lines of business or new products and services may subject the company to additional risks, especially in evolving markets.
Inability to adequately protect intellectual property, including patents and trade secrets, could harm the company's ability to compete.
The company is subject to continuing regulatory compliance by the FDA and other authorities, which is costly, and failure to comply could result in negative effects.
The FDA may change its position on the 361 HCT/P status of products, potentially requiring premarket clearance or approval.
The ability to commence and complete clinical studies and other R&D objectives requires proper and timely funding, which is uncertain.
Compliance with federal and state anti-kickback, self-referral, and false claims laws is complex, and any breach could result in material adverse effects.
The company faces significant uncertainty due to government healthcare reform proposals.
As a public company, the company incurs audit and legal fees for SEC reporting, which could reduce profitability.
Inadequate internal controls over financial reporting could lead to unreliable financial reports and loss of investor confidence.
Two stockholders (Ian T. Bothwell and Greyt Ventures LLC) control 51% of the combined voting power, influencing director elections and stockholder matters.
The board can create new series of preferred stock without further stockholder approval, which could adversely affect the rights of common stockholders.
Future issuance of additional shares of common stock may dilute existing ownership interests.
Offers or availability for sale of a substantial number of shares could cause the common stock price to decline.
There is no assurance that an active trading market will develop or be maintained for the common stock, limiting liquidity.
The common stock is subject to SEC penny stock rules, making transactions cumbersome and potentially reducing investment value.
FINRA sales practice requirements may limit stockholders' ability to buy and sell common stock.
The price of the common stock is likely to be highly volatile, potentially leading to losses and costly securities litigation.
Lack of or unfavorable coverage by securities analysts could negatively impact the market price of common stock.
The company has agreed to indemnify officers and directors, potentially increasing its financial burden in lawsuits.
No dividends are anticipated on common stock, meaning investors may lose the entire amount of their investment.
The market overhang from options, warrants, and convertible securities could adversely impact the market price of shares due to potential dilution.

Future Outlook

Zeo ScientifiX anticipates substantial new demand for its stem cell therapy products due to Florida's SB 1768 law, which is expected to increase awareness, attract medical tourists, and enable significant revenue growth while accelerating clinical trial objectives at reduced costs. The company plans to leverage real-world data collected under SB 1768 to lower risks for future FDA submissions. It will continue to advance research programs, clinical studies, and product development, actively exploring additional topical aesthetic applications. Strategic initiatives include expanding its sales force, growing independent sales organizations, forming partnerships with universities, hospitals, and biotech firms, and enhancing its market presence through rebranding and digital marketing. The company also aims to secure additional working capital to fund ongoing expenses, clinical trials, capital expenditures, and personnel, while improving its CRM, e-commerce, and ERP capabilities. Efforts to strengthen corporate governance and explore uplisting to a national exchange are also underway.

Management Comments

"We believe that our products are compliant and fall within the respective guidelines and intend to vigorously defend against any adverse interpretation by the FDA and/or the state of Florida on the classification of our products that may be deemed as not being compliant under currently defined regulations, if any."
"By enabling physicians to adopt Zeos products for approved indications in Florida, the Company anticipates significant revenue growth and faster advancement of its clinical trial objectives at reduced cost."
"Zeo expects that SB 1768 will create substantial new demand for current and future stem cell therapy products by: (i) meeting existing physician and patient interest in regenerative therapies, (ii) increasing awareness of the availability and potential efficacy of stem cell therapy treatments, and (iii) attracting medical tourists who previously sought stem cell therapy treatments abroad but can now access comparable procedures in Florida under higher regulatory standards and at lower cost."
"Access to this data is expected to lower risks associated with the Companys future FDA submissions for product approvals."
"Zeo believes that collecting safety and outcome data in real time will ultimately reduce the costs (time and $$) and risks to pursue a desired FDA approval for an indication(s)."
"Management anticipates that the Company will remain dependent, for the near future, on additional investment capital to fund ongoing operating expenses and research and development costs related to development of new products and to perform required clinical studies in connection with the sale of its products."

Industry Context

StockSavvy.ai notes that Zeo ScientifiX operates within the rapidly expanding regenerative medicine and biopharmaceutical sectors, which are experiencing significant growth driven by an aging global population and increasing demand for alternative therapies. The new Florida SB 1768 law provides a unique, state-level regulatory pathway that could give Zeo a first-mover advantage in a key U.S. market for non-FDA-approved stem cell therapies, potentially attracting medical tourism and accelerating clinical data collection. This contrasts with the broader industry's challenges in navigating stringent FDA regulations for traditional biologics, where Zeo is also pursuing BLA approvals. The strategic partnership with Cytora and Made Scientific further positions Zeo to capitalize on both state-specific opportunities and long-term FDA approval pathways for allogeneic stem cell therapies.

Comparison to Industry Standards

The global regenerative treatment market is projected to grow to ~$174.72 billion by 2032 with a 22.8% annual growth rate. Zeo's 12.5% revenue growth in FY2025 is below this projected market growth rate, indicating it is not fully capitalizing on the broader industry expansion.
Competitors in the allogenic segment include Kimera Labs, Frontier Biologics, Platinum Biologics, Benev Company Inc., Exocel Bio, Re-gen Active Lab, Neobiosis, MiMedix Group, Inc., Invitrx Therapeutics, DermaSciences, Signature Biologics, Direct Biologics and Vitti Labs LLC.
Regenexx is identified as one of the largest companies in the autologous segment.
The filing notes that several perinatal product manufacturers have closed operations and hundreds received FDA warning letters due to new regulations, but Zeo has not received any, suggesting a relatively better compliance standing compared to some peers.
Zeo's gross profit margin of 82.0% is strong, indicating efficient cost of goods sold for its products, particularly the PPX service platform.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Executive Officer	Interim Chief Executive Officer	Ian T. Bothwell	December 24, 2025	Appointment from Interim CEO position.
Chief Science Officer	Dr. Peter A. M. Everts, Ph.D.	John D. Kisiday, Ph.D.	January 23, 2026	Dr. Everts resigned effective August 1, 2025; Dr. Kisiday appointed as successor.
Chief Sales Officer Aesthetics	N/A	Ron Borsheim	April 1, 2025	Appointment to new role. (Employment terminated November 30, 2025).
Chief Science and Technology Officer	N/A	Dr. Peter A. M. Everts, Ph.D.	February 7, 2025	Appointment to new role. (Resigned effective August 1, 2025).
Chief Executive Officer	Dr. Harry Leider	Ian T. Bothwell (Interim)	June 1, 2024	Dr. Leider's employment agreement expired May 31, 2024.
Chief Science Officer	Dr. Howard Golub	N/A	May 31, 2024	Dr. Golub's employment agreement expired.
Series C Preferred Shares Holder	Skycrest Holdings, LLC	Ian T. Bothwell	December 2024	Transfer of 50 Series C Preferred Shares.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Committee Establishment	The Board has established three standing committees: an audit committee, a compensation committee, and a nominating and corporate governance committee.	September 23, 2022	Enhances corporate oversight and aligns with public company best practices, although the audit committee currently consists of only two independent directors.
Director Independence	The Board has determined that each of the non-executive directors is independent within the meaning of applicable SEC rules and Nasdaq listing standards.	N/A (ongoing assessment)	Strengthens board independence and oversight, which is crucial for investor confidence and regulatory compliance.
Audit Committee Financial Expert	Mr. Singh qualifies as an audit committee financial expert as defined by applicable SEC rules and Nasdaq listing standards.	N/A (ongoing assessment)	Ensures specialized financial expertise on the audit committee, improving the quality of financial reporting oversight.
Code of Ethics	The company has not yet adopted a Code of Ethics and Business Conduct but intends to do so in the near future as operations grow and additional employees are hired.	N/A	The current absence of a formal code is a weakness; future adoption would improve ethical standards, internal controls, and compliance culture.
Internal Control Weaknesses	Management identified material weaknesses in internal control over financial reporting as of October 31, 2025, including limited segregation of duties, reliance on inexperienced staff and outside consultants for financial reporting, and difficulties in timely analysis of operational and disclosure transactions.	October 31, 2025	These weaknesses significantly impact the reliability of financial reporting and increase the risk of material misstatements or fraud. Remediation efforts are ongoing but require substantial capital and personnel.
Internal Control Remediation Initiatives	The company has expanded its accounting and administrative support staff, continues to engage outside tax consultants, plans to hire additional personnel with U.S. GAAP knowledge, and intends to automate accounting, sales ordering, and inventory management functions.	Ongoing during fiscal year 2025	These initiatives aim to address the identified material weaknesses and enhance financial reporting reliability, but their success is contingent on securing sufficient funding and effective execution.
Series C Preferred Shares Amendment	An Amendment to the Certificate of Designation of Series C Preferred Shares was filed, allowing the transfer of shares.	December 17, 2024	This facilitated the transfer of significant voting control (51%) from Skycrest Holdings, LLC to CEO Ian T. Bothwell, consolidating insider control over the company.

Legal Proceedings

On November 19, 2024, Dr. Howard Golub, the company's former Chief Science Officer, filed a complaint in Broward County Circuit Court alleging breach of contract for $150,000 in severance pay, plus interest and attorneys' fees. The company is vigorously defending against the lawsuit.
Exotropin, LLC filed a complaint on August 29, 2025, for declaratory judgment concerning the termination of its sales agreement with the company. The company moved to dismiss on November 6, 2025, and filed counterclaims on November 17, 2025, alleging unjust enrichment and tortious interference. Exotropin filed a First Amended Complaint on January 7, 2026, adding claims for breach of contract and breach of fiduciary duty. Pleadings and motion practice are ongoing.
On December 17, 2025, the company commenced an action against BioXtek, LLC (amended January 5, 2026) in Broward County Circuit Court, asserting claims for breach of contract, fraudulent inducement, violation of the Florida Deceptive Unfair Trade Practices Act, equitable accounting, and declaratory judgment, seeking damages and equitable relief. BioXtek has not yet been served.

Related Party Transactions

Sales of products and services totaling approximately $88,000 in FY2025 and $199,000 in FY2024 were made to a management services organization (MSO) in which Dr. George Shapiro, the company's Chief Medical Officer and a director, has an indirect economic interest.
The company invested $100,000 (10% equity) in Exotropin LLC in September 2022, and an additional $45,000 in FY2024. Greyt Ventures, LLC (a principal shareholder) and Skycrest Holdings, LLC (a former principal shareholder) each held a 17.93% interest in Exotropin. The company's Chief Medical Officer was granted an option to acquire 200,000 membership interests in Exotropin. The company's interest in Exotropin was reduced to approximately 5.6% after it elected not to participate in a November 2024 capital call.
In December 2024, Skycrest Holdings, LLC transferred its 50 Series C Preferred Shares to Ian T. Bothwell, the company's Chief Executive Officer and Chief Financial Officer, consolidating his voting control.
On May 8, 2025, the company awarded warrants to purchase 55,000 shares of common stock to Greyt Ventures, LLC, a principal shareholder, in consideration of consulting services rendered.
On January 14, 2026, the Compensation Committee awarded 175,000 shares of common stock to Ian Bothwell and 175,000 shares of common stock to Greyt Ventures LLC.

Stakeholder Impact

Shareholders face significant dilution risk from future equity raises and conversions of debt/warrants. The company's going concern warning, increasing net losses, and penny stock status pose fundamental risks to investment value and liquidity. Voting power is concentrated with two principal stockholders.
Employees may experience job insecurity due to the company's financial challenges and going concern issues. While stock-based compensation is a notable part of executive remuneration, overall financial health remains a concern. Recent management changes indicate some level of organizational flux.
Customers (Providers) could face potential disruptions in product supply if regulatory issues or supplier problems arise. However, the new Florida law (SB 1768) may increase product availability and treatment options for them.
Suppliers face the risk of delayed payments or contract termination given the company's working capital deficit and financial condition.
Creditors are exposed to the risk of default on debt obligations, as indicated by the working capital deficit and the going concern warning.

Next Steps

Complete existing approved clinical studies and obtain approval for additional studies for specific indications.
Pursue clinical research and commercial sales strategies compliant with Florida's SB 1768.
Advance research programs, product development, and ongoing quality and compliance initiatives.
Enroll up to 350 patients in the IRB-approved clinical study for PPX in musculoskeletal joint pathologies.
Actively explore further development of additional products for topical aesthetic applications.
Continue efforts to mitigate potential risks from adverse FDA rulings, including expanding international sales and developing new product offerings.
Prepare definitive agreements for the strategic partnership with Cytora Therapeutics Ltd. and Made Scientific, Inc.
Expand the w-2 sales force and grow independent national and regional sales organizations.
Form partnerships with concierge medicine and large practice groups, and regenerative medicine-focused practices.
Scale physician adoption nationwide through turnkey integration programs.
Build strategic partnerships with universities, hospitals, biotech firms, and global distribution networks.
Expand sales into the Medical Aesthetic market.
Rebrand the product line to 'Day Zero'.
Redesign the company website and implement digital marketing, webinars, seminars, and curated events.
Assure compliance with existing and anticipated changes to FDA regulations.
Engage high-profile and industry-recognized medical advisors, researchers, and scientists.
Identify sources of exclusive and superior suppliers of RAAM products and/or raw materials.
Secure additional working capital to fund ongoing expenses, clinical trials, capital expenditures, growth strategy, and personnel.
Enhance CRM, e-commerce, and ERP capabilities to facilitate marketing, sales, distribution, and accounting.
Continue to develop and expand internal control policies.
Explore previously announced plans to uplist the company to a nationally recognized exchange.
Continue to monitor potential cybersecurity threats and incorporate findings into risk management strategies.
Continue legal defense against lawsuits from BioXtek, Exotropin, and Dr. Golub.
Evaluate the provisions of FASB ASU 2024-03 and assess the potential impact on financial statement disclosures.

Key Dates

Date	Description
2011-08-09	Company incorporated in Nevada under the name Bespoke Tricycles Inc.
2015-11-04	Name changed to Biotech Products Services and Research, Inc.
2018-06-20	Name changed to Organicell Regenerative Medicine, Inc.
2019-05-01	Current business operations, including laboratory and processing facility, commenced.
2021-09-01	Company adopted the 2021 Equity Incentive Plan.
2022-08-17	Certificate of Designation for Series C Non-Convertible Preferred Stock filed.
2022-09-01	Entered into a joint development and supply agreement (Skincare Agreement) with a third-party supplier.
2023-08-01	Commencement of period during which the company sold 2.9 Units of 8% Convertible Promissory Notes to 4 investors for an aggregate purchase price of $725,000.
2023-09-30	End of period during which the company sold 2.9 Units of 8% Convertible Promissory Notes to 4 investors for an aggregate purchase price of $725,000.
2023-09-30	Amended and Restated Skincare Agreement entered into with a third-party supplier.
2023-11-01	Supplier paid the company $403,000 in connection with the Initial Purchase Order under the Amended Skincare Agreement.
2023-11-01	Company paid Exotropin $235,000 (Moisturizer Prepayment) pursuant to the Sales Agreement with Exotropin.
2023-11-07	Company filed a certificate of amendment to its Articles of Incorporation to affect a one-for-two-hundred reverse stock split.
2023-11-13	Company entered into a settlement agreement with Albert Mitrani and Dr. Maria Ines Mitrani.
2023-11-28	The one-for-two-hundred reverse stock split became effective with FINRA.
2024-01-31	Company and a legal firm agreed to exchange $20,000 of legal fees payable for 20,000 shares of common stock.
2024-02-01	IRS notified the company that its appeal for full abatement of penalties and interest ($92,000) associated with delinquent income tax returns was granted.
2024-02-20	Company assumed its current name of Zeo ScientifiX, Inc.
2024-04-01	Company entered into a sales distribution agreement with Salesco, granting 30,000 shares.
2024-04-01	Board awarded 125,000 and 62,500 shares of common stock to Jerry Glauser and Leatham Stern, respectively.
2024-04-02	Commencement of period during which the company issued 155,000 shares to twenty individuals for medical advisory board services.
2024-05-31	Dr. Harry Leider's and Dr. Howard Golub's employment agreements expired.
2024-06-01	Ian T. Bothwell began serving as Interim Chief Executive Officer.
2024-07-08	Company completed a $500,000 private financing with a single accredited investor.
2024-07-11	Company granted warrants to purchase 350,000 shares of common stock to each of two consultants.
2024-08-01	Commencement of period during which the company entered into an agreement with a third party to provide consulting services, issuing vested warrants to purchase 100,000 shares.
2024-08-05	Company entered into a settlement agreement with a prior consultant.
2024-08-06	U.S. Patent No. 12,053,494 titled 'COMPOSITIONS COMPRISING NANOPARTICLES, METHOD OF MAKING AND USES THEREOF' issued.
2024-08-12	Company and Dr. Leider entered into a settlement agreement and general release.
2024-08-12	Company and the Supplier entered into a settlement agreement and general release to terminate the Amended Skincare Agreement.
2024-08-12	Notice of Allowance Issued for ZEO SCIENTIFIX word mark and composite mark.
2024-08-15	Company terminated the Sales Agreement with Exotropin for cause.
2024-08-29	Exotropin filed a complaint against the company for declaratory judgment.
2024-08-31	End of period during which the company issued 155,000 shares to twenty individuals for medical advisory board services.
2024-08-31	End of period during which the company entered into an agreement with a third party to provide consulting services, issuing vested warrants to purchase 100,000 shares.
2024-10-31	Fiscal year ended.
2024-11-01	Company announced the launch of its initial collaborative product with Exotropin.
2024-11-06	Company moved to dismiss Exotropin's complaint and strike the jury demand.
2024-11-17	Company filed counterclaims against Exotropin.
2024-11-19	Dr. Howard Golub filed a complaint against the company for $150,000 severance.
2024-11-30	Ron Borsheim's employment as Chief Sales Officer Aesthetics terminated.
2024-12-03	Filing Date for ZEO GROWX word mark.
2024-12-04	Filing Date for ZEO HAIR GROW word mark.
2024-12-04	Filing Date for ZEO GROW BOOST word mark.
2024-12-09	Notice of Allowance Issued for ZEO GROWX, ZEO HAIR GROW, ZEO GROW BOOST word marks.
2024-12-10	Assignment of PPX patent recorded.
2024-12-11	Filing Date for ZEO SCIENTIFIX word mark and composite mark.
2024-12-13	U.S. Patent Application No. 18/981,124 filed.
2024-12-17	Company commenced an action against BioXtek in Broward County Circuit Court.
2024-12-17	Company filed an Amendment to the Certificate of Designation of Series C Preferred Shares.
2024-12-24	Ian T. Bothwell appointed Chief Executive Officer.
2025-02-01	Effective date of agreement with an independent sales representative, granting 40,000 shares.
2025-02-04	U.S. Patent No. 12,213,994 titled 'COMPOSITIONS AND METHODS FOR TREATING PAIN WITH EXTRACELLULAR VESICLES' issued.
2025-02-04	Company entered into a Binding Memorandum of Understanding with BioXtek, LLC.
2025-02-07	Dr. Peter A. M. Everts, Ph.D. appointed Chief Scientific and Technology Officer.
2025-04-01	Ron Borsheim began serving as Chief Sales Officer Aesthetics.
2025-05-01	Commencement of period during which the company entered into an agreement with a non-affiliated consultant, granting 100,000 shares and warrants to purchase 500,000 shares.
2025-05-08	Company entered into an agreement with a non-affiliated consultant, granting 100,000 shares and warrants to purchase 500,000 shares.
2025-05-08	Company awarded warrants to purchase 55,000 shares of common stock to Greyt Ventures, LLC.
2025-05-23	Effective date of agreement with a second consultant, granting 40,000 shares.
2025-05-23	Filing Date for DAY ZERO and DAY XERO word marks.
2025-06-01	BioXtek sought to terminate the Binding MOU and Joint Venture.
2025-06-25	Company acquired all outstanding limited liability company interests of BioLumina, LLC.
2025-06-26	Assignment of U.S. Patent No. 12,377,121 recorded.
2025-07-01	Florida's new stem cell therapy law (SB 1768) became effective.
2025-07-25	Company entered into a subscription agreement with a single accredited investor for 250,000 shares for $1,000,000.
2025-07-25	Company received notice from a warrant holder to exercise 21,277 warrants.
2025-07-28	Assignment of U.S. Patent No. 12,053,494 recorded.
2025-07-28	Assignment of U.S. Patent Application No. 18/981,124 recorded.
2025-07-30	Shares issued for warrant exercise.
2025-08-01	Initial deposit of $225,000 paid for exclusive supply agreement with a third-party contract manufacturer.
2025-08-01	Dr. Everts' resignation from the company became effective.
2025-08-05	U.S. Patent No. 12,377,121 titled 'COMPOSITIONS COMPRISING NANOPARTICLES, METHOD OF MAKING AND USES THEREOF' issued.
2025-08-13	Filing Date for DAY ZERO STEM CELL MATRIX word mark.
2025-10-10	Non-Final Office Action Issued for DAY ZERO, DAY XERO, DAY ZERO STEM CELL MATRIX word marks.
2025-10-31	Fiscal year ended.
2025-11-01	Commencement of private offering of up to 20 units at $250,000 per unit.
2025-11-14	Howard Golub filed a complaint in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida against the Company.
2025-12-17	Company commenced an action against BioXtek in Broward County Circuit Court.
2026-01-05	Amended Complaint filed against BioXtek.
2026-01-07	Exotropin filed a First Amended Complaint.
2026-01-07	Company announced a comprehensive strategic partnership with Cytora Therapeutics Ltd. and Made Scientific, Inc.
2026-01-14	Compensation Committee awarded 175,000 shares to Ian Bothwell, 175,000 shares to Dr. George Shapiro, 42,500 options to employees, and 175,000 shares to Greyt Ventures LLC.
2026-01-23	John D. Kisiday, Ph.D. joined the company as Chief Science Officer.
2026-01-28	There were 7,614,941 shares of common stock, $0.001 par value per share, issued and outstanding.
2026-01-29	Date of filing of the Annual Report on Form 10-K.

Recommendation

sell

Zeo ScientifiX faces severe financial challenges, evidenced by increasing net losses, a substantial accumulated deficit, and a working capital deficit, leading auditors to express "substantial doubt" about its ability to continue as a going concern. While revenue growth in the PPX segment and the strategic partnership leveraging Florida's new stem cell law offer potential, these are overshadowed by ongoing litigations, a high reliance on dilutive capital raises, and material weaknesses in internal controls. The company's long-term viability is highly uncertain, making it a high-risk investment. A seasoned investor would likely recommend selling to mitigate exposure to these significant financial and operational risks.

Keywords

Regenerative Medicine, Biopharmaceutical, Stem Cell Therapy, Exosomes, Wharton's Jelly, Zofin, Patient Pure X (PPX), FDA Regulation, SB 1768 Florida, Clinical Trials, Biologics, Topical Aesthetics, Intellectual Property, Going Concern, SEC Filing, 10-K, Biotechnology, Healthcare, Medical Devices

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