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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~July~~January 31, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File No. 001-41766

VITRO BIOPHARMA, INC.

(Exact name of Registrant as specified in its charter)

Nevada		84-1012042
(State or other jurisdiction of incorporation or organization)		(I.R.S. employer identification number)
3200 Cherry Creek Drive South, Suite 410 Denver, Colorado		80209
(Address of principal executive offices)		(Zip code)

3200 Cherry Creek Drive South, Suite 410

Denver, Colorado

80209

(Address of principal executive offices)

(Zip code)

(855) 848-7627

(Registrant’s telephone number, including area code)

3200 Cherry Creek Drive South, Suite 410

Denver, Colorado

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~September~~March 1216, ~~2025~~2026, there were outstanding 4,~~460~~517,~~535~~651 shares of the registrant’s Common Stock, $0.001 par value.

vitro biopharma inc.

Form 10-q

For the quarterly period ended ~~JULY~~JANUARY 31, ~~2025~~2026

table of contents

	Page
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements	3
Consolidated Balance Sheets as of July 31, 2025 and October 31, 2024 (unaudited)	3
Consolidated Balance Sheets as of January 31, 2026 and October 31, 2025 (unaudited)	3
Consolidated Statements of Operations for the Three Months Ended July 31, 2025 and 2024 (unaudited)	4
Consolidated Statements of Operations for the Three Months Ended January 31, 2026 and 2025 (unaudited)	4
Consolidated Statements of Operations for the Nine Months Ended July 31, 2025 and 2024 (unaudited)	5
Consolidated Statements of Changes in Stockholders’ Deficit for the Three Months Ended January 31, 2026 and 2025 (unaudited)	5
Consolidated Statements of Changes in Stockholders’ Deficit for the Nine Months Ended July 31, 2025 and 2024 (unaudited)	6
Consolidated Statements of Cash Flows for the Three Months Ended January 31, 2026 and 2025 (unaudited)	6
Consolidated Statements of Cash Flows for the Nine Months Ended July 31, 2025 and 2024 (unaudited)	7
Notes to Unaudited Consolidated Financial Statements	7
Notes to Unaudited Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	30
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3. Quantitative and Qualitative Disclosures about Market Risk	38
Item 3. Quantitative and Qualitative Disclosures about Market Risk	42
Item 4. Controls and Procedures	38
Item 4. Controls and Procedures	42
Part II. OTHER INFORMATION
Item 1. Legal Proceedings	4239
Item 1A. Risk Factors	4339
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	4339
Item 3. Defaults Upon Senior Securities	4339
Item 4. Mine Safety Disclosures	4339
Item 5. Other Information	4339
Item 6. Exhibits	4339
Signatures	4440

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements

Vitro BioPharma, Inc.

Consolidated Balance Sheets

(Unaudited)

	July 31, 2025			October 31, 2024
	January 31, 2026			October 31, 2025
ASSETS
Cash	$	~~175~~492,~~081~~923		$	~~571~~604,~~360~~183
Accounts Receivable, Net		~~209~~205,~~555~~605			~~206~~80,~~292~~526
Accounts Receivable – Related Party		152,~~750~~250			-2,250
Accounts Receivable		152,~~750~~250			-2,250
Inventory		~~174~~127,~~072~~211			~~115~~134,~~365~~833
Prepaid Expense		7040,~~955~~311			8240,~~736~~311
Total Current Assets		~~645~~868,~~413~~300			~~975~~862,~~753~~103
Goodwill		3,171,581			3,171,581
Intangible Assets, Net		~~335~~319,~~227~~989			~~358~~327,~~084~~608
Property and Equipment, Net		5733,~~329~~164			~~139~~42,~~552~~168
Patents, Net		~~155~~156,~~067~~789			89156,~~548~~631
Right of Use Asset – Operating Lease		~~255~~328,~~658~~015			~~346~~360,~~091~~681
Other Assets		8,438			8,438
Total Assets	$	4,~~628~~886,~~713~~276		$	54,~~089~~929,~~047~~210
LIABILITIES
Accounts Payable	$	21,~~522~~931,~~552~~604		$	2,~~163~~317,~~920~~673
Accounts Payable – Related Party		22,610			-22,610
Accounts Payable		22,610			22,610
Deferred Revenue, Net		525,387			525,387
Accrued Liabilities		1,~~863~~032,~~630~~259			1,~~806~~041,~~419~~833
2021 Series Convertible Note Payable – Related Party		-			480,000
Accrued Liabilities – Related Party		970,000			970,000
Accrued Interest Payable – Related Party		450,914			81,679
Accrued Liabilities		970,000			970,000
2024 Series Senior Secured Convertible Notes Payable – Stock Settled, Net		593,750			4593,~~718,~~750
2025 Series Senior Secured Convertible Notes Payable – Stock Settled, Net		1,684,876			-
Derivative/Warrant Liability		61,095			66,032
Derivative/Warrant Liability		5,154,391			154,966
Accrued Interest – Related Party		150,000			-
Unsecured 4% Note Payable – Related Party		1,221,958			-
Current Maturities of Capital Lease Obligations		2,337			5,043
Unsecured 6% Note Payable – Related Party		767,288			-
Current Maturities of Operating Lease Obligations		132,666			136,813
Current Maturities of Capital Lease Obligations		7,704			12,081
Total Current Liabilities		5,421,708			5,679,141
Current Maturities of Operating Lease Obligations		111,955			119,486
Operating Lease Obligation, Net of Current Portion		195,349			223,868
Total Current Liabilities		14,927,015			10,062,688
Unsecured 6% Note Payable – Related Party		767,288			767,288
Capital Lease Obligations, Net of Current Portion		-			5,042
Unsecured 4% Note Payable – Related Party		1,221,958			1,221,958
Operating Lease Obligation, Net of Current Portion		143,703			226,605
Unsecured 6% Note Payable – Related Party		-			767,288
Unsecured 4% Note Payable – Related Party		-			1,221,958
2022 Series Convertible Notes Payable		200,000			200,000
2023 Series Convertible Notes Payable - Stock Settled, Net		~~363~~371,~~454~~000			~~353~~367,~~114~~166
2023 Series B Convertible Notes Payable – Stock Settled, Net		~~598~~677,~~711~~922			~~507~~636,~~273~~296
Derivative/Warrant Liability		124,375			126,006
2025 Series Senior Secured Convertible Notes Payable – Stock Settled, Net		6,195,203			5,799,081
Long Term Accrued Interest Payable		350,376			240,123
Derivative/Warrant Liability		5,222,943			5,505,710
Long Term Accrued Interest Payable – Related Party		-			379,923
Long Term Accrued Interest Payable		424,686			387,531
Total Long-Term Liabilities		1,780,619			4,027,332
Long Term Accrued Interest Payable – Related Party		337,224			474,838
Total Liabilities		16,707,634			14,090,020
Total Long-Term Liabilities		15,613,573			15,583,736
STOCKHOLDERS’ (DEFICIT)
Total Liabilities		21,035,281			21,262,877
Preferred Stock, 5,000,000 Shares Authorized, par value $0.001; Series A Convertible Preferred Stock, 250,000 Shares Authorized, 0 and 0 Outstanding, respectively; Series A-1 Convertible Preferred Stock, 750,000 Shares Authorized, 20,000 and 0 Outstanding, respectively		20			-
STOCKHOLDERS’ DEFICIT
Common stock, 19,230,770 Shares Authorized, par value $0.001, 4,460,535 and 4,460,535 Outstanding, respectively		4,460			4,460
Preferred Stock, 5,000,000 Shares Authorized, par value $0.001
Additional Paid in Capital		31,962,278			29,028,260
- Series A Convertible Preferred Stock, 250,000 Shares Authorized, 0 and 0 Outstanding, respectively		-			-
- Series A-1 Convertible Preferred Stock, 750,000 Shares Authorized, 85,000 and 35,000 Outstanding, respectively		85			35
Preferred Stock		85			35
Common stock, 19,230,770 Shares Authorized, par value $0.001, 4,517,651 and 4,460,535 Outstanding, respectively		4,517			4,460
Additional Paid in Capital		33,838,856			32,547,333
Less Treasury Stock		(84,000	)		(84,000	)
Accumulated Deficit		(4349,~~961~~908,~~679~~463	)		(3748,~~949~~801,~~693~~495	)
Total Stockholders’ (Deficit)		(12,078,921	)		(9,000,973	)
Total Stockholders’ Deficit		(16,149,005	)		(16,333,667	)
Total Liabilities and Stockholders’ (Deficit)	$	4,628,713		$	5,089,047
Total Liabilities and Stockholders’ Deficit	$	4,886,276		$	4,929,210

The unaudited consolidated financial statements should be read in connection with the notes to the unaudited consolidated financial statements.

Vitro BioPharma, Inc.

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended July 31, 2025			Three Months Ended July 31, 2024
	Three Months Ended January 31, 2026			Three Months Ended January 31, 2025
Product Sales	$	~~595~~529,~~143~~417		$	~~318~~434,~~109~~124
Product Sales, Related Party		~~13,500~~-			115,~~800~~750
Total Revenue		~~608~~529,~~643~~417			~~319~~449,~~909~~874
Cost of Goods Sold		(69117,~~612~~463	)		(6593,~~438~~092	)
Gross Profit		~~539~~411,~~031~~954			~~254~~356,~~471~~782
Operating Costs and Expenses:
Selling, General and Administrative		1,~~309~~334,~~934~~975			12,~~383~~128,~~346~~417
Research and Development		~~119~~169,~~210~~221			~~125~~73,~~628~~883
Write-off of Offering Costs
Impairment Expense		99,700			-
Loss From Operations		(~~890~~1,~~113~~191,942	)		(1,~~254~~845,~~503~~518	)
Other Expense:
Interest Expense		(~~859~~502,~~591~~730	)		(1103,~~950,925~~693	)
Gain on Forgiveness of Debt		300,000			343,938
Gain on Extinguishment of Debt		-			740,724
Loss on Extinguishment of Debt		-			(1,235,000	)
Unrealized Gain on Derivative/Warrant Liability		51287,~~166~~704			25,~~315,624~~611
Net Loss		(1,~~698~~106,~~538~~968	)		(~~149~~2,~~080~~834,662	)
Cumulative Series A-1 Convertible Preferred Stock Dividend Requirement		(343,~~901~~463	)		-
Net Loss Available to Common Stockholders	$	(1,~~702~~150,~~439~~431	)	$	(~~149~~2,~~080~~834,662	)
Net Loss per Common Share, Basic and Diluted	$	(0.3826	)	$	(0.0364	)
Shares Used in Computing Net Loss per Common Share, Basic and Diluted		4,~~460~~477,~~535~~297			4,460,535

The unaudited consolidated financial statements should be read in connection with the notes to the unaudited consolidated financial statements.

Vitro BioPharma, Inc.

Consolidated Statements of ~~Operations~~Changes in Stockholders’ Deficit

For the Three Months Ended January 31, 2026 and 2025

(Unaudited)

	Nine Months Ended July 31, 2025			Nine Months Ended July 31, 2024
	Shares			Par Value			Shares		Par Value		Paid in Capital			Treasury Stock			Accumulated Deficit			Total
Product Sales	$	1,538,601		$	1,299,056
	Preferred Stock						Common Stock				Additional
Product Sales, Related Party		31,500			18,000
	Shares			Par Value			Shares		Par Value		Paid in Capital			Treasury Stock			Accumulated Deficit			Total
Total Revenue		1,570,101			1,317,056
Balance at October 31, 2024		-		$	-			4,460,535	$	4,460	$	29,028,260		$	(84,000	)	$	(37,949,693	)	$	(9,000,973	)
Cost of Goods Sold		(297,531	)		(244,802	)
Pre-funded Warrants Issued for Services		-			-			-		-		528,000			-			-			528,000
Gross Profit		1,272,570			1,072,254
Pre-funded Warrants Issued as Part of Debt Extinguishment		-			-			-		-		990,000						-			990,000
Operating Costs and Expenses:
Stock based compensation		-			-			-		-		408,234			-			-			408,234
Selling, General and Administrative		4,674,989			5,068,793
Net loss		-			-			-		-		-			-			(2,834,662	)		(2,834,662	)
Research and Development		415,524			421,552
Balance at January 31, 2025		-		$	-			4,460,535	$	4,460	$	30,954,494		$	(84,000	)	$	(40,784,355	)	$	(9,909,401	)
Write-off of Offering Costs		-			2,656,962
Balance at October 31, 2025		35,000		$	35			4,460,535	$	4,460		32,547,333			(84,000	)		(48,801,495	)		(16,333,667	)
Loss From Operations		(3,817,943	)		(7,075,053	)
Issuance of Series A-1 Preferred Stock		50,000			50			-		-		999,950			-			-			1,000,000
Other Expense:
Cashless Exercise of Stock Options		-			-			57,116		57		(57	)		-			-			-
Interest Expense		(1,359,244	)		(4,282,853	)
Stock Based Compensation		-			-			-		-		291,630			-			-			291,630
Gain on Forgiveness of Debt		343,938			-
Net Loss		-			-			-		-		-			-			(1,106,968	)		(1,106,968	)
Gain (Loss) on Extinguishment of Debt		(1,235,000	)		740,724
Balance at January 31, 2026		85,000		$	85			4,517,651	$	4,517	$	33,838,856		$	(84,000	)	$	(49,908,463	)	$	(16,149,005	)
Unrealized Gain on Derivative/Warrant Liability		56,263			2,779,997
Net Loss		(6,011,986	)		(7,837,185	)
Cumulative Series A-1 Convertible Preferred Stock Dividend Requirement		(3,901	)		-
Net Loss Available to Common Stockholders	$	(6,015,887	)	$	(7,837,185	)
Net Loss per Common Share, Basic and Diluted	$	(1.35	)	$	(1.76	)
Shares Used in Computing Net Loss per Common Share, Basic and Diluted		4,460,535			4,458,783

The unaudited consolidated financial statements should be read in connection with the notes to the unaudited consolidated financial statements.

Vitro BioPharma, Inc.

Consolidated Statements of Changes in Stockholders’ Deficit

For the Nine Months Ended July 31, 2025 and 2024

(Unaudited)

	Shares		Par Value		Shares		Par Value		Paid in Capital		Treasury Stock			Accumulated Deficit			Total
	Preferred Stock				Common Stock				Additional
	Shares		Par Value		Shares		Par Value		Paid in Capital		Treasury Stock			Accumulated Deficit			Total
Balance at October 31, 2023		-	$	-		4,430,535	$	4,430	$	27,064,613	$	(84,000	)	$	(28,076,133	)	$	(1,091,090	)
Stock Issued for Services		-		-		30,000		30		449,970		-			-			450,000
Stock based compensation		-		-		-		-		384,484		-			-			384,484
Net loss		-		-		-		-		-		-			(4,569,186	)		(4,569,186	)
Balance at January 31, 2024		-		-		4,460,535		4,460		27,899,067		(84,000	)		(32,645,319	)		(4,825,792	)
Stock based compensation		-		-		-		-		388,367		-			-			388,367
Net loss		-		-		-		-		-		-			(3,118,919	)		(3,118,919	)
Balance at April 30, 2024		-		-		4,460,535		4,460		28,287,434		(84,000	)		(35,764,238	)		(7,556,344	)
Stock based compensation		-		-		-		-		383,429		-			-			383,429
Net loss		-		-		-		-		-		-			(149,080	)		(149,080	)
Balance at July 31, 2024		-	$	-		4,460,535	$	4,460	$	28,670,863	$	(84,000	)	$	(35,913,318	)	$	(7,321,995	)
Balance at October 31, 2024		-	$	-		4,460,535	$	4,460		29,028,260		(84,000	)		(37,949,693	)		(9,000,973	)
Pre-funded Warrants Issued for Services		-		-		-		-		528,000		-			-			528,000
Pre-funded Warrants Issued as Part of Debt Extinguishment		-		-		-		-		990,000		-			-			990,000
Stock Based Compensation		-		-		-		-		408,234		-			-			408,234
Net Loss		-		-		-		-		-		-			(2,834,662	)		(2,834,662	)
Balance at January 31, 2025		-		-		4,460,535		4,460		30,954,494		(84,000	)		(40,784,355	)		(9,909,401	)
Stock Based Compensation		-		-		-		-		322,734		-			-			322,734
Net Loss		-		-		-		-		-		-			(1,478,786	)		(1,478,786	)
Balance at April 30, 2025		-		-		4,460,535		4,460		31,277,228		(84,000	)		(42,263,141	)		(11,065,453	)
Balance		-		-		4,460,535		4,460		31,277,228		(84,000	)		(42,263,141	)		(11,065,453	)
Issuance of Series A-1 Convertible Preferred Stock		20,000		20		-		-		399,980		-			-			400,000
Stock Based Compensation		-		-		-		-		285,070		-			-			285,070
Net Loss		-		-		-		-		-		-			(1,698,538	)		(1,698,538	)
Balance at July 31, 2025		20,000	$	20		4,460,535	$	4,460	$	31,962,278	$	(84,000	)	$	(43,961,679	)	$	(12,078,921	)
Balance		20,000	$	20		4,460,535	$	4,460	$	31,962,278	$	(84,000	)	$	(43,961,679	)	$	(12,078,921	)

The unaudited consolidated financial statements should be read in connection with the notes to the unaudited consolidated financial statements.

Vitro BioPharma, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended July 31, 2025			Nine months Ended July 31, 2024
	Three Months Ended January 31, 2026			Three months Ended January 31, 2025
Operating Activities
Net Loss	$	(61,~~011~~106,~~986~~968	)	$	(72,~~837~~834,~~185~~662	)
Adjustment to Reconcile Net Loss:
Gain on Forgiveness of Debt		(~~343~~300,~~938~~000	)		-(343,938	)
Unrealized Gain on Derivative/Warrant Liability		(56287,~~263~~704	)		(25,~~779,997~~611	)
Depreciation Expense		839,~~533~~004			~~140~~37,~~098~~434
Bad Debt Expense		2,726			-
Amortization Expense		7,619			7,619
Amortization Expense		22,857			50,848
Amortization of Operating Lease – ROU Asset		32,666			28,952
Amortization of Operating Lease – ROU Asset		90,433			98,444
Accretion of Debt Discount		441,582			31,135
Accretion of Debt Discount		1,165,711			4,069,895
Stock Based Compensation		291,630			408,234
Stock Based Compensation		1,016,038			1,156,280
Pre-funded Warrants issued for Services		-			528,000
Common Stock Issued for Services		-			450,000
(Gain) Loss on Extinguishment of Debt		-			1,235,000
Pre-funded Warrants issued for Services		528,000			-
(Gain) Loss on Extinguishment of Debt		1,235,000			(740,724	)
Write-off of Offering Costs		-			2,656,962
Changes in Assets and Liabilities
Accounts Receivable		(5125,~~989~~079	)		50184,~~604~~203
Accounts Receivable – Related Party		~~(15,750~~-	)		-(13,500	)
Inventory		~~(58~~7,~~707~~622	)		(4345,~~816~~150	)
Prepaid Expenses		~~11,781~~-			25(16,~~661~~826	)
Accounts Payable		~~358~~(86,~~632~~069	)		29278,~~285~~710
Accounts Payable – Related Party		22,610			-
Operating Lease Obligation		(32,666	)		(28,952	)
Operating Lease Obligation		(90,433	)		(98,444	)
Accrued Liabilities		(9,574	)		52,678
Accrued Liabilities		57,211			289,151
Accrued Interest		37,155			37,155
Accrued Interest		110,253			110,657
Accrued Interest – Related Parties		12,386			31,183
Accrued Interest – Related Parties		78,250			89,448
Net Cash Used in Operating Activities		(1,108,396	)		(428,336	)
Net Cash Used in Operating Activities		(1,800,031	)		(2,282,833	)
Investing Activities
Acquisition of Property and Equipment		(1,310	)		-
Patent Costs		(158	)		(74	)
Patent Costs		(65,519	)		(634	)
Net Cash Used in Investing Activities		(158	)		(74	)
Net Cash Used in Investing Activities		(66,829	)		(634	)
Financing Activities
Issuance of Series A-1 Convertible Preferred Stock		~~400~~1,000,000			-
Issuance of 2024 Series Senior Secured Convertible Notes Payable – Stock Settled		-			3,775,000
Advance from Investor		-			750,000
Issuance of 2025 Series Senior Secured Convertible Notes Payable – Stock Settled		5,675,000			-
Payment of 2024 Senior Secured Convertible Notes Payable		-			(750,000	)
Payment of 2024 Senior Secured Convertible Notes Payable		(4,370,000	)		-
Payment of 2021 Series Convertible Note Payable – Related Party		-			(25,000	)
Payment of 2021 Series Convertible Note Payable – Related Party		(225,000	)		-
Capital Lease Principal Payments		(2,706	)		(4,226	)
Capital Lease Principal Payments		(9,419	)		(50,199	)
Net Cash Provided by (Used in) Financing Activities		997,294			(29,226	)
Net Cash Provided by Financing Activities		1,470,581			3,724,801
Total Cash Used During the Period		(111,260	)		(457,636	)
Total Cash Provided (Used) During the Period		(396,279	)		1,441,334
Beginning Cash Balance		604,183			571,360
Beginning Cash Balance		571,360			101,754
Ending Cash Balance	$	492,923		$	113,724
Ending Cash Balance	$	175,081		$	1,543,088
Cash Paid for Interest	$	69		$	4,220
Cash Paid for Interest	$	5,029		$	12,853
Cash Paid for Income Taxes	$	-		$	-
Supplemental Schedule of Non-Cash Financing Activities:
Derivative/Warrant Liability on 2025 Series Senior Secured Notes Payable	$	5,054,057		$	-
Cashless Exercise of Stock Options	$	57		$	-
Discount on Derivative/Warrant Liability on 2025 Series Senior Secured Notes Payable	$	5,054,057		$	-
Derivative/Warrant Liability on 2024 Series Senior Secured Notes Payable	$	-		$	3,159,788
Discount on Derivative/Warrant Liability on 2024 Series Senior Secured Notes Payable	$	-		$	3,159,788

The unaudited consolidated financial statements should be read in connection with the notes to the unaudited consolidated financial statements.

VITRO BIOPHARMA, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~JULY~~JANUARY 31, ~~2025~~2026 AND ~~2024~~2025

NOTE 1 – NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Organization and Description of Business

Vitro Biopharma, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on March 31, 1986, under the name Imperial Management, Inc. On December 17, 1986, the Company merged with Labtek, Inc., a Colorado corporation, with the Company being the surviving entity and the name of the Company was changed to Labtek, Inc. The name was then changed to Vitro Diagnostics, Inc. on February 6, 1987. From November of 1990 through July 31, 2000, the Company was engaged in the development, manufacturing, and distribution of purified human antigens (“Diagnostics”) and related technologies. The Company also developed cell technology including immortalization of certain cells, which allowed entry into other markets besides Diagnostics. In August 2000, the Company sold the Diagnostics business, following which it focused on developing therapeutic products, its stem cell technology, patent portfolio and proprietary technology and cell lines for applications in autoimmune disorders and inflammatory disease processes and stem cell research. On February 3, 2021, the Company filed an amendment to the articles of incorporation with the Nevada Secretary of State, changing the name of the Company to Vitro BioPharma, Inc.

Summary of Significant Accounting Policies

Basis of Presentation

The interim consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures included herein are adequate to make the information presented not misleading. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended October 31, ~~2024~~2025, as filed with the SEC (“Form 10-K”). Unless otherwise noted in this Interim Report, there have been no material changes to the disclosures contained in the notes to the audited financial statements for the year ended October 31, ~~2024~~2025, contained in the Form 10-K.

The Consolidated Balance Sheet as of October 31, ~~2024~~2025, was derived from the audited financial statements included in the Form 10-K. In management’s opinion, the unaudited interim Consolidated Balance Sheet, Statements of Operations, Statements of Changes in Shareholders’ Deficit and Statements of Cash Flows, contained herein, reflect all adjustments, consisting solely of normal recurring items, which are necessary for the fair presentation of the Company’s financial position, results of operations and cash flows on a basis consistent with that of the Company’s prior audited consolidated financial statements. The results of operations for the interim periods may not be indicative of results to be expected for the full fiscal year. Certain prior period amounts were reclassified to conform to the current presentation on the Consolidated Financial Statements.

The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”).

Basis of Consolidation

The consolidated financial statements include the operations of the Company and its wholly owned subsidiaries, Fitore, Inc. (“Fitore”) and InfiniVive MD, LLC (“InfiniVive”).

Reclassifications

Certain amounts in the prior period have been reclassified to conform with current period presentation.

Cash Equivalents

For the purposes of the Balance Sheets and Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Concentrations

During the three months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, 20% and 14% respectively, of the Company’s total revenues were derived from sales to an entity controlled by the Company’s former Chief Executive Officer and President, Dr. Jack Zamora (“Dr. Zamora”) (Note 10). ~~During the nine months ended July 31, 2025 and 2024, 2% and 1% respectively, of the Company’s total revenues were derived from sales to~~ Dr. Zamora. ~~Dr. Zamora~~ is also a 3029% stockholder. During the three months ended ~~July~~January 31, ~~2025~~2026, 4741% ~~and 26% of the Company’s total revenue was attributable to product sales to two customers. During the nine months ended July 31~~, ~~2025, 39~~16%, ~~18%~~ and 1316% of the Company’s total revenue was attributable to product sales to three customers. During the three months ended ~~July~~January 31, ~~2024~~2025, ~~two customers accounted for 36% and 25% of the Company’s revenues. During the nine months ended July 31, 2024,~~ three customers accounted for 3741%, 2518% and 1013% of the Company’s revenues. Other than the revenues derived through sales to the customers referenced herein, no customer accounted for greater than 10% of the Company’s gross sales for the three ~~or nine~~ months ended ~~July~~January 31, ~~2025~~2026 or ~~2024~~2025.

As of ~~July~~January 31, ~~2025~~2026, two customers accounted for 5239% and 3034% of total accounts receivable, respectively and Dr. Zamora accounted for 7% 1% of total accounts receivable. No other customer accounted for more than 10% of total accounts receivable.

During the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, foreign purchasers accounted for 8173% and 7163%, ~~and 67% and 66%~~ of total revenues, respectively. All sales to foreign customers were conducted in US Dollars.

Deferred Offering Costs

The Company defers, as Current Assets, the direct incremental costs of raising capital through equity offerings, until such time as the offering is completed or abandoned. At the time of the offering completion, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated. During the three and nine months ended July 31, 2025 and 2024 the Company recorded as expense $0 and $0, and $0 and $2,656,962 of costs that had previously been recorded as Deferred Offering Costs, respectively.

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets.

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

As of January 1, 2018, the Company adopted Revenue from Contracts with Customers (Topic 606) (“ASC 606”). The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. To determine the appropriate amount of revenue to be recognized for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following steps: (i) identify the contract(s) with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) each performance obligation is satisfied. The Company adopted the standard using the modified retrospective method and the adoption did not have a material impact on the Company’s consolidated financial statements.

For each performance obligation identified in accordance with ASC 606, the Company determines at contract inception whether it satisfies the performance obligation over time (in accordance with paragraphs 606-10-25-27 through 25-29) or satisfies the performance obligation at a point in time (in accordance with paragraph 606-10-25-30). If an entity does not satisfy a performance obligation over time, the performance obligation is satisfied at a point in time.

Control is considered transferred over time if any one of the following criteria is met:

	●	The customer simultaneously receives and consumes the benefits of the asset or service which the entity performs;

	●	The entity’s performance creates or enhances an asset; or

	●	The entity’s performance creates or enhances an asset that has no alternative use to the entity and the entity has the right to payment for work completed to date.

For certain contracts to which the Company is party, it uses the recognition over time method to recognize revenue.

The Company recognizes revenue when performance obligations with the customer are satisfied. Product sales occur once control is transferred upon shipment to the customer at the time of the sale. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods and services. The Company’s revenue is primarily derived from the sources listed below:

Sale of research and development product: Sales of research and development product include the sale of stem cell medium.

Sale of therapeutic product: Includes cell culture media to be used in therapeutic treatment, i.e. sales to Foreign Third-Party Clinics.

Shipping: Includes amounts charged to customers for shipping products. These amounts are included with the various types of revenue described in the table below.

~~Consulting~~Fitore ~~Revenue~~product sales online: ~~The~~Includes ~~Company~~internet ~~has~~sales, ~~agreed~~via tothe ~~assist~~Fitore ~~another~~Nutrition ~~party~~website, toof ~~develop~~dietary ansupplements ~~FDA-approved~~called ~~biological~~Stemulife, Spectrum+, ~~product~~Easy Sleep and Thought Calmer. ~~Revenues~~The ~~are~~Company ~~recognized when~~stopped ~~certain~~selling ~~contractual~~Fitore ~~milestones~~products ~~are~~in ~~achieved~~March 2025.

~~Fitore~~InfiniVive product sales ~~online~~: ~~Includes internet sales~~InfiniVive, via ~~the~~call-in ~~Fitore~~and ~~Nutrition~~online ~~website~~orders, ofsells ~~dietary~~exosomes ~~supplements called Stemulife, Spectrum+, Easy Sleep~~ and ~~Thought~~daily ~~Calmer~~cosmetic serum.

InfiniVive product sales: InfiniVive, via call-in orders, sells exosomes and daily cosmetic serum.

Disaggregation of revenue

The following tables summarize the Company’s revenue for the reporting periods, disaggregated by product or service type:

SCHEDULE OF DISAGGREGATION OF REVENUE

	Three Months Ended July 31, 2025		Three Months Ended July 31, 2024
	Three Months Ended January 31, 2026		Three Months Ended January 31, 2025
Revenues:
Research and development products	$	8898,~~199~~955	$	72111,~~913~~667
AlloRx Stem Cells to Foreign Third-Party Clinics		~~490~~384,~~960~~276		~~214~~283,~~839~~442
InfiniVive products		2946,~~484~~186		2952,~~236~~841
Fitore products		-		21,~~921~~924
Total	$	~~608~~529,~~643~~417	$	~~319~~449,~~909~~874

	Nine Months Ended July 31, 2025		Nine Months Ended July 31, 2024
Revenues:
Research and development products	$	355,238	$	322,870
AlloRx Stem Cells to Foreign Third-Party Clinics		1,113,085		870,712
InfiniVive products		98,871		110,817
Fitore products		2,907		12,657
Total	$	1,570,101	$	1,317,056
Total revenues	$	1,570,101	$	1,317,056

Deferred Revenue

The Company has recorded deferred revenue in connection with a Joint Operating Agreement (as subsequently amended, the “JOA”) executed between the Company and European Wellness/BIO PEP USA (“BIO PEP”). Pursuant to this JOA, which expired in accordance with its terms on July 31, 2023 and has not been renewed, the Company was obligated to use its best efforts to identify, develop and deliver various potential active pharmaceutical ingredients and to oversee the development of a recombinant cell line by a third-party service provider. The Company was also engaged to establish a Quality Management System to be utilized by BIO PEP in their pursuit of FDA authorizations. Prior to its expiration, our work under the JOA had been suspended since April 2023 pending discussions regarding amounts believed to be owed to us under that agreement for work already completed. If those discussions are unsuccessful, we may not be able to collect all of the amounts believed to be owed to us or the other amounts originally expected to be received by us under the agreement.

109

The Company records as deferred revenue amounts for which the Company has been paid but for which it has not yet achieved and delivered related milestones or when the level of effort required to complete performance obligations under an arrangement cannot be reasonably estimated under the terms of the related agreement. Deferred revenue is classified as current or long-term based on when management estimates the revenue will be recognized. As of October 31, ~~2024~~2025 and ~~July~~January 31, ~~2025~~2026, the Company has net deferred $525,387 in revenue, which is composed of $685,005 of deferred revenue, less $159,618 of prepaid project costs. The amount recorded as net deferred revenue will be recognized if and when the Company achieves and delivers the milestones under the terms of the agreement. The Company did not recognize any of this net deferred revenue during the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025.

The table below summarizes Deferred Revenues as of ~~July~~January 31, ~~2025~~2026:

SUMMARY OF DEFERRED REVENUES

	October 31, 2024		Other Project Income Recognized		Net Revenue Deferred		July 31, 2025
	October 31, 2025		Other Project Income Recognized		Net Revenue Deferred		January 31, 2026
Deferred Revenue	$	525,387	$	-	$	-	$	525,387
Total	$	525,387	$	-	$	-	$	525,387

The table below summarizes Deferred Revenues as of October 31, ~~2024~~2025:

	October 31, 2023		Other Project Income Recognized		Net Revenue Deferred		October 31, 2024
	October 31, 2024		Other Project Income Recognized		Net Revenue Deferred		October 31, 2025
Deferred Revenue	$	525,387	$	-	$	-	$	525,387
Total	$	525,387	$	-	$	-	$	525,387

Accounts Receivable

Accounts receivable consists of amounts due from customers. The Company considers accounts more than 30 days old to be past due. The Company ~~uses~~ uses the current expected credit loss method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. The Company generally does not require collateral for its accounts receivable. As of ~~July~~January 31, ~~2025~~2026 and October 31, ~~2024~~2025, total accounts receivable, including related party amounts of $2,250 and $2,250, amounted to $~~225~~207,~~305~~ 855 and $~~206~~82,~~292~~776, respectively, net of allowances. The Company monitors accounts receivable for collectability and when doubt as to the realization of amounts recorded arises, an allowance is recorded and/or accounts deemed to be uncollectible will be written off. As of ~~July~~January 31, 2026 ~~2025~~ and October 31, ~~2024~~2025, the allowance for credit losses was $0 and $~~975~~0, respectively. ~~Bad~~No bad debt expense ~~of $2,726~~ was recognized during the three ~~and nine~~ months ended ~~July~~January 31, ~~2025.~~2026 ~~No bad debt expense was recognized during the three~~ and ~~nine months ended July 31, 2024~~2025.

As of ~~July~~January 31, ~~2025~~2026, two customers accounted for 5239% and 3034% of accounts receivable. As of October 31, ~~2024~~2025, 5536%, ~~20% and 10%,~~ of the Company’s accounts receivable were attributable to sales to ~~three~~one ~~customers~~customer. No other customer comprised more than 10% of the accounts receivable balance as of ~~July~~January 31, ~~2025~~2026 or October 31, ~~2024~~2025.

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Basic Loss Per Share

The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share takes into consideration shares of common stock outstanding (computed under basic income or loss per share) and potentially dilutive shares of common stock that are not anti-dilutive. For the three ~~and nine~~ months ended ~~July~~ January 31, 2026 ~~2025~~ and ~~2024~~2025, the following number of potentially dilutive shares have been excluded from diluted net loss since such inclusion ~~would~~ would be anti-dilutive:

	July 31, 2025		July 31, 2024
	January 31, 2026		January 31, 2025
Stock options outstanding		1,~~112~~028,~~923~~308		1,112,923
Shares to be issued in connection with exercise of warrants		~~187~~159,~~035~~727		~~330~~236,~~608~~650
2021 Series Convertible Notes Payable - Related Party – common shares		-		18,462
2022 Series Convertible Notes Payable - common shares		7,692		7,692
2023 Series Convertible Notes Payable – Stock Settled		3233,~~528~~616		3031,~~371~~458
2023 Series Convertible Notes Payable – Stock Settled - warrants issuable		3,076		3,076
2023 Series B Convertible Notes Payable - Stock Settled		~~103~~106,~~286~~814		9699,~~286~~816
2023 Series B Convertible Notes Payable - Stock Settled - warrants issuable		39,881		39,881
2024 Series Senior Secured Convertible Notes Payable – Stock Settled		39,583		~~398~~857,~~768~~955
2024 Series Senior Secured Convertible Notes Payable – Stock Settled – warrants issuable		289,583		289,583
2024 Pre-funded Warrants		1,107,500		1,~~060~~107,~~000~~500
2025 Pre-funded Warrants		276,000		-276,000
2025 Series Senior Secured Convertible Notes Payable – Stock Settled		12,~~842~~126,~~532~~623		-
2025 Series Senior Secured Convertible Notes Payable – Stock Settled – warrants issuable		1,~~289~~488,~~773~~637		-
Series A-1 Convertible Preferred Stock		~~100~~425,000		-
Total		67,~~431~~132,~~392~~040		34,~~387~~062,~~650~~534
Anti-dilutive shares		6,431,392		3,387,650

Inventory

Inventories, consisting of raw materials and finished goods, are stated at the lower of cost (using the specific identification method) or net realizable value. Inventories consisted of the following at the balance sheet dates:

SCHEDULE OF INVENTORIES

	July 31, 2025		October 31, 2024
	January 31, 2026		October 31, 2025
Raw materials	$	6,762	$	-
Finished goods	$	127,211	$	134,833
Finished goods		167,310		115,365
Total inventory	$	127,211	$	134,833
Total inventory	$	174,072	$	115,365

The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its ~~assessment~~ assessment of market conditions. During the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, the Company ~~did~~recorded ~~not~~$99,700 ~~record~~and ~~any~~$0 in impairment expense, respectively.

Patents

Costs related to filing and pursuing patent applications (including direct application fees, and the legal and consulting expenses related to making such applications) are capitalized as incurred and will not be amortized until a patent is granted at which time they will be amortized. Capitalized patent costs recorded as of ~~July~~January 31, ~~2025~~2026 and October 31, ~~2024~~2025 were $~~155~~156,~~067~~789 and $89156,~~548~~631 respectively.

~~Leases~~11

In May 2023, the Company executed a new office lease for its executive offices, with the lease starting July 1, 2023. The Company recognized an initial operating lease right-of-use asset of $271,396 and an operating lease liability of $271,396. Due to the simplistic nature of the Company’s leases, no retained earnings adjustments were required. The Company recognized right-of-use asset amortization for this lease and other office leases in the amount of $29,472 and $90,433, and $32,104 and $98,444 for the three and nine months ended July 31, 2025 and 2024, respectively.

Property and Equipment

Property, equipment, and leasehold improvements are recorded at historical cost. The cost of property and equipment is depreciated over the estimated useful lives, when placed in service (ranging from 3-5 years), of the related assets utilizing the straight-line method of depreciation. The cost of leasehold improvements is depreciated (amortized) over the lesser of the length of the related leases or the estimated useful lives of the assets. Ordinary repairs and maintenance are expensed when incurred and major repairs are capitalized and expensed if they benefit future periods.

Intangible Assets and Impairment

Intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. Assets not subject to amortization are tested for impairment at least annually.

The Company periodically reviews its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less that the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value.

Goodwill

Goodwill is the excess of acquisition cost over the fair value of the net assets of acquired businesses. The Company does not amortize goodwill but assesses goodwill for impairment at least annually or when there has been a material change in circumstances, using the market approach.

Stock Based Compensation

The Company accounts for expenses associated with shares issued for services using the fair value method following the guidance outlined in Section 718-10 of the FASB ASC for disclosure about stock-based compensation. This section requires a public entity to measure the cost of employee and non-employee services received in exchange for an award of equity instruments based on the grant date fair value of the award (with limited exceptions). That cost is recognized over the period during which the service is provided. No compensation cost is recognized for equity instruments for which service is not provided or rendered.

Recent Accounting Standards

In ~~November~~December 2023, the FASB issued ASU 2023-0709, ~~Segment~~Income ~~Reporting (Topic 280)~~Taxes: Improvements to ~~Reportable~~Income ~~Segment~~Tax Disclosures, ~~requiring public~~which ~~companies~~applies to ~~disclose~~all ~~information~~public ~~about their reportable segments’ significant expenses and other segment items on an interim~~business ~~and annual basis~~entities. ~~Public~~This ~~companies~~standard ~~with~~is aeffective ~~single~~for ~~report~~annual ~~segment~~reporting ~~are~~periods ~~required~~beginning ~~to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements of ASU 2023-07 during fiscal year ended on or~~ after December 15, 2024., ~~The~~with ~~Company~~early ~~operates~~adoption ~~as one operating segment and the Company’s CEO is the chief operating decision maker (“CODM”)~~permitted. ~~The~~ ~~CODM uses the consolidated statement of operations to assess financial performance and allocate resources. As of July 31, 2025, the~~The Company iswill ~~assessing~~adopt ~~the impact of~~ this ~~change~~standard ~~and~~for ~~will~~the ~~implement~~period itending ~~by its fiscal year end of~~ October 31, ~~2025~~2026.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE), which applies to all public business entities. This standard is effective for annual reporting periods beginning after December 15, 2026, with early adoption permitted. ~~The Company expects to adopt this standard for the period beginning November 1, 2027.~~

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NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company has incurred net losses of approximately $61.01 million for the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026. The Company had a a working capital deficit of approximately $144.26 million as of ~~July~~January 31, ~~2025~~2026. In addition, the revenues of the Company do not provide ~~adequate~~ adequate working capital for the Company to sustain its current and planned business operations.

These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. In view of these matters, realization of certain of the assets in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financial requirements, raise additional capital, and generate additional revenues and profit from operations.

Management plans to address the going concern include but are not limited to raising additional capital through an attempted public and/or private offering of equity securities, as well potentially issuing additional debt instruments. The Company also has various initiatives underway to increase revenue generation through diversified offerings of products and services related to its stem cell technology and analytical capabilities. The goal of these initiatives is to achieve profitable operations as quickly as possible. Various strategic alliances that are ongoing and under development are also critical aspects of management’s overall growth and development strategy. There is no assurance that these initiatives will yield sufficient capital to maintain the Company’s operations. There is no assurance that the ongoing capital raising efforts will be successful. Should management fail to successfully raise additional capital and/or fully implement its strategic initiatives, it may be compelled to curtail part or all of its ongoing operations.

The financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has historically financed its operations primarily through various private placements of debt and equity securities.

NOTE 3 – FAIR VALUE MEASUREMENT

ASC Topic 820, “Fair Value Measurements and Disclosures”, establishes a hierarchy for inputs used in measuring fair value for financial assets and liabilities that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

● Level 1: Quoted prices available in active markets for identical assets or liabilities;

● Level 2: Quoted prices in active markets for similar assets and liabilities that are observable for the asset or liability; and

● Level 3: Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash or valuation models.

The financial assets and liabilities are classified in the Consolidated Balance Sheets based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

As disclosed in Note 7, the two tranches of 2023 Series Convertible Notes Payable - Stock Settled Derivative/Warrant Liability required identification and quantification of fair value. Similarly, the tranches of 2024 Series Senior Secured Convertible Notes – Stock Settled Derivative/Warrant Liability and the tranches of 2025 Series Senior Secured Convertible Notes – Stock Settled Derivative/Warrant Liability required identification and quantification of fair value. The derivative liabilities described below only relate to (i) the warrants included with the two tranches of the 2023 Series Convertible Notes Payable – Stock Settled debt, (ii) the warrants included with 2024 Series Senior Secured Convertible Note – Stock Settled debt and (iii) the warrants included with 2025 Series Senior Secured Convertible Note – Stock Settled debt. The estimated fair values as of the issuance date of these three tranches of notes are presented in Note 7.

1413

As of ~~July~~January 31, ~~2025~~2026 and October 31, ~~2024~~2025, the estimated fair values of the Company’s financial liabilities are presented in the ~~following~~ following table:

	July 31, 2025
	January 31, 2026
2023 Series Convertible Notes Payable - Stock Settled - Derivative/Warrant Liability	$	84,~~907~~077
2023 Series B Convertible Notes Payable – Stock Settled – Derivative/Warrant Liability		~~115~~52,~~468~~869
2024 Series Senior Secured Convertible Notes Payable – Stock Settled – Derivative/Warrant Liability		~~140~~61,~~491~~095
2025 Series Senior Secured Convertible Notes Payable – Stock Settled – Derivative/Warrant Liability		5,~~013~~165,~~900~~997
Total	$	5,~~278~~284,~~766~~038

	October 31, 2024
	October 31, 2025
2023 Series Convertible Notes Payable - Stock Settled - Derivative/Warrant Liability	$	94,~~024~~122
2023 Series B Convertible Notes Payable – Stock Settled – Derivative/Warrant Liability		~~116~~53,~~982~~442
2024 Series Senior Secured Convertible Notes Payable – Stock Settled – Derivative/Warrant Liability		~~154~~66,~~966~~032
Total	$	280,972
2025 Series Senior Secured Convertible Notes Payable – Stock Settled – Derivative/Warrant Liability		5,448,146
Total	$	5,571,742

The following table presents a roll-forward of the fair value of the derivative liabilities associated with the Company’s warrants included with its 2025 Series Senior Secured Convertible Notes, its 2024 Series Senior Secured Convertible Notes Payable and its 2023 Series Convertible Notes Payable, categorized as Level 3:

	Nine Months Ended July 31, 2025			Year Ended October 31, 2024
	Three Months Ended January 31, 2026			Year Ended October 31, 2025
Beginning Balance	$	~~280~~5,~~972~~571,742		$	~~893~~280,~~263~~972
Additions		~~5,054,057~~-			35,~~159~~783,~~788~~825
Subtractions		-			~~(990,719~~-	)
Total Unrealized Gains		(56287,~~263~~704	)		(2493,~~781,360~~055	)
Ending Balance	$	5,~~278~~284,~~766~~038		$	~~280~~5,~~972~~571,742

During the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, the unrealized gain on the Derivative Warrant Liability associated with the two ~~tranches~~ tranches of 2023 Series Convertible Notes Payable – Stock Settled was $~~2,097 and~~618 ~~$1,631,~~ and $~~330~~94,~~274 and~~ ~~$766,385,~~ respectively.

During the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, the unrealized gain on the Derivative Warrant Liability associated with the 2024 ~~Series~~ Series Senior Secured convertible notes payable – stock settled was $24,~~537 and~~937 ~~$14,476,~~ and $15,~~985~~517,~~350 and~~ ~~$2,013,612,~~ respectively.

During the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, the unrealized gain on the Derivative Warrant Liability associated with the 2025 ~~Series~~ Series Senior Secured convertible notes payable – stock settled was $46282,~~532 and~~149 ~~$40,156,~~ and $0 ~~and $0~~, respectively.

The fair value of the warrants granted in connection with the 2023 Series Convertible Notes Payable, the 2024 Series Senior Secured Convertible Notes Payable - Stock Settled and the 2025 Series Senior Secured Convertible Notes Payable – Stock Settled during the periods presented was estimated using the Black-Scholes option-pricing model with the following assumptions at ~~July~~January 31, ~~2025~~2026 and October 31, ~~2024~~2025:

	July 31, 2025			October 31, 2024
	January 31, 2026			October 31, 2025
Risk-free interest rate		3.~~72%-4.36~~79	%		3.61%-4.1536	%
Dividend yield		0.00	%		0.00	%
Volatility factor		~~129~~132.~~58% - 136.33~~21	%		~~130~~129.1358%-136.33	%
Weighted average expected life (years)		21.025 - 2.50			1.5 – 2.5

Estimated Fair Value of Financial Assets and Liabilities Not Measured at Fair Value

The Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable, and Convertible Notes Payable. The carrying values of cash, accounts receivable and accounts payable are representative of their fair values due to their short-term maturities. The carrying amount of the Company’s Convertible Notes Payable approximates fair value as they bear interest over the term of the loans.

1514

NOTE 4 – PROPERTY AND EQUIPMENT

The following is a summary of property and equipment, less accumulated depreciation at the balance sheet dates:

SCHEDULE OF PROPERTY AND EQUIPMENT

	July 31, 2025			October 31, 2024
	January 31, 2026			October 31, 2025
Leasehold improvements	$	12,840		$	12,840
Property and equipment		1,~~048~~052,~~235~~095			1,~~046~~052,~~925~~095
Total cost		1,~~061~~064,~~075~~935			1,~~059~~064,~~765~~935
Less accumulated depreciation		(1,~~003~~031,~~746~~771	)		(~~920~~1,~~213~~022,767	)
Net property and equipment	$	5733,~~329~~164		$	~~139~~42,~~552~~168

Depreciation expense for the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025 was ~~$21,565~~ and $839,~~533,~~004 and $4837,~~313 and $140~~434,~~098,~~ respectively.

NOTE 5 – INTANGIBLE ASSETS

The following table sets forth the carrying amounts of intangible assets and goodwill including accumulated amortization as of ~~July~~January 31, ~~2025~~ 2026:

	Remaining Useful Life	Cost		~~Accumulated Amortization and~~ Impairment			~~Net~~Accumulated ~~Carrying Value~~Amortization			Net Carrying Value
Trademarks and tradenames	1110.5 years	$	693,330	$	(~~544~~418,~~782~~512	)	$	~~148~~(133,~~548~~022	)	$	141,796
Patents, know-how and unpatented technology	1110.5 years		710,060		(~~523~~388,~~381~~259	)		~~186~~(143,~~679~~608	)		178,193
Customer relationships	0 years		114,536		(~~114~~17,~~536~~108	)		-(97,428	)		-
Total		$	1,517,926	$	(1823,~~182,699~~879	)	$	~~335~~(374,~~227~~058	)		319,989

Remaining

Useful Life

Cost

Impairment

Net Carrying

Value

Goodwill

Indefinite

4,523,040

(1,351,459

)

3,171,581

The following table sets forth the carrying amounts of intangible assets and goodwill including accumulated amortization as of October 31, ~~2024~~2025:

	Remaining Useful Life	Cost		~~Accumulated Amortization and~~ Impairment			~~Net~~Accumulated ~~Carrying Value~~Amortization			Net Carrying Value
Trademarks and tradenames	1110.75 years	$	693,330	$	(~~534~~418,~~654~~512	)	$	~~158~~(129,~~676~~646	)	$	145,172
Patents, know-how and unpatented technology	1110.75 years		710,060		(~~510~~388,~~652~~259	)		~~199~~(139,~~408~~365	)		182,436
Customer relationships	0 years		114,536		(~~114~~17,~~536~~108	)		-(97,428	)		-
Total		$	1,517,926	$	(1823,~~159,842~~879	)	$	~~358~~(366,~~084~~439	)		327,608

Remaining

Useful Life

Cost

Impairment

Net Carrying

Value

Goodwill

Indefinite

4,523,040

(1,351,459

)

3,171,581

1615

The table below presents anticipated future amortization expense related to the Company’s intangible assets for each of the succeeding five fiscal years ending October 31:

SCHEDULE OF FUTURE AMORTIZATION EXPENSE

2025 (three months remaining)	$	7,619
2026 (nine months remaining)	$	22,856
2025 (three months remaining)	$	7,619
2026		30,475
2027		30,475
2028		30,475
2029		30,475
Thereafter		205,708
2030		30,475
Total	$	335,227
Thereafter		175,233
Total	$	319,989

During the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, the Company recorded amortization expense of $7,619 and $227,~~857~~619, ~~and $16,952 and $50,848,~~ respectively.

NOTE 6 – LEASE OBLIGATIONS

The Company accounts for its leases in accordance with ASU No. 2016-02, Leases (Topic 842) (“ASC 842”). ASC 842 requires lessees to (i) recognize a right of use asset (“ROU asset”) and a lease liability that is measured at the present value of the remaining lease payments on the Consolidated Balance Sheets, (ii) recognize a single lease cost, calculated over the lease term on a straight-line basis and (iii) classify lease related cash payments within operating and financing activities.

The Company’s operating lease consists of a lease for office space. The Company’s finance lease activities consist of leases for equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The office lease contains an option to a renewal period of five years at then-current market rates. The equipment leases are non-renewable as the Company owns the equipment at the end of the lease period, for a nominal amount.

In May 2023, the Company executed a new office lease for 2,978 square feet, starting July 1, 2023 for its executive offices. The lease term runs through the end of December 2026. The Company recognized an initial operating lease right-of-use asset of $271,396 and an operating lease liability of $271,396. Due to the simplistic nature of the Company’s leases, no retained earnings adjustments were required.

The following table shows the classification and location of the Company’s leases in the Consolidated Balance Sheets:

Leases	Balance Sheet Location	~~July~~January 31, ~~2025~~2026		October 31, ~~2024~~2025
Assets
Noncurrent:
Operating	Right-of-use asset – operating lease	$	~~255~~328,~~658~~015	$	~~346~~360,~~091~~681
Finance	Property and equipment, net		-		3,351
Total Lease Assets		$	328,015	$	360,681
Total Lease Assets		$	255,658	$	349,442
Liabilities
Current:
Operating	Operating lease liabilities	$	~~111~~132,~~955~~666	$	~~119~~136,~~486~~813
Finance	Finance lease liabilities		72,~~704~~337		125,~~081~~043
Noncurrent:
Operating	Operating lease liabilities		~~143~~195,~~703~~349		~~226~~223,~~605~~868
Finance	Finance lease liabilities		-		5,042
Total Lease Liabilities		$	330,352	$	365,724
Total Lease Liabilities		$	263,362	$	363,214

1716

The following table shows the classification and location of the Company’s lease costs in the Consolidated Statements of Operations:

	Location	~~2025~~2026		~~2024~~2025
	Statements of Operations	~~Nine~~Three Months Ended ~~July~~January 31,
	Location	~~2025~~2026		~~2024~~2025
Operating lease expense	General and administrative expense	$	~~164~~41,~~649~~501	$	~~148~~54,~~556~~944
Finance lease expense:
Interest on lease liability	Interest expense		~~609~~70		51,~~994~~998
Total Lease expense		$	~~165~~41,~~258~~571	$	~~154~~56,~~550~~942

Minimum contractual obligations for the Company’s leases (undiscounted) as of ~~July~~January 31, ~~2025~~2026 were as follows:

	Operating			Finance
Fiscal year 2025 (three months remaining)	$	41,412		$	2,775
Fiscal year 2026 (nine months remaining)	$	125,347		$	2,375
Fiscal year 2026		166,760			5,150
Fiscal year 2027		84,609			-
Fiscal year 2028		67,734			-
Fiscal year 2029		67,734			-
Thereafter		45,156			-
Total Lease Payments	$	~~473~~390,~~405~~580		$	72,~~925~~375
Less Imputed interest		(~~217~~62,~~747~~565	)		(~~221~~38	)
Total lease liability	$	~~255~~328,~~658~~015		$	72,~~704~~337

The following table shows the weighted average remaining lease term and the weighted average discount rate for the Company’s leases as of the dates indicated:

	July 31, 2025						October 31, 2024
	January 31, 2026						October 31, 2025
	Operating Leases			Finance Leases			Operating Leases			Finance Leases
Weighted-average remaining lease term (in years)		3.25			0.7538			43.09			10.3454
Weighted-average discount rate (1)		10.00	%		6.6678	%		10.00	%		6.6769	%

⁽¹⁾

The discount rate used for the operating lease is based on the Company’s incremental borrowing rate at lease commencement and may be adjusted if modification to lease terms or lease reassessments occur. The discount rate used for finance leases is based on the rates implicit in the leases.

The following table includes other quantitative information for the Company’s leases for the periods indicated:

	2025		2024
	2026		2025
	Nine Months Ended July 31,
	Three Months Ended January 31,
	2025		2024
	2026		2025
Cash paid for amounts included in measurement of lease liabilities:
Cash payments for operating leases	$	~~122~~41,~~490~~412	$	~~134~~40,~~923~~757
Cash payments for finance leases	$	102,~~028~~775	$	504,~~199~~478

The Company recorded amortization of the operating lease right-of-use asset of $~~29,472 and $90,433, and $~~32,~~103~~666 and $9828,~~444~~952 for the three ~~and~~ ~~nine~~ months ended ~~July~~January 31, 2026 ~~2025~~ and ~~2024~~2025, respectively.

1817

NOTE 7 – DEBT

The table below presents outstanding debt instruments as of ~~July~~January 31, ~~2025~~2026 and October 31, ~~2024~~2025:

	July 31, 2025			October 31, 2024
	January 31, 2026			October 31, 2025
Short Term
2021 Series convertible notes – related party	$	-		$	480,000
2024 Senior secured convertible notes payable	$	593,750		$	593,750
Unsecured 6% note payable – related party		1,221,958			-
Total Short-Term Debt		593,750			593,750
Unsecured 4% note payable – related party		767,288			-
2025 Senior secured convertible notes payable		7,093,750			-
Discount 2025 Senior secured convertible notes payable		(5,408,874	)		-
2024 Senior secured convertible notes payable		593,750			4,718,750
Total Short-Term Debt		4,267,872			5,198,750
Long Term
Unsecured 6% note payable – related party	$	-767,288		$	767,288
Unsecured 4% note payable – related party		-1,221,958			1,221,958
2022 Series convertible notes		200,000			200,000
2023 Series convertible notes – stock settled		405,000			405,000
Discount 2023 Series convertible notes		(4134,~~546~~000	)		(5137,~~886~~834	)
2023 Series B convertible notes – stock settled		1,312,600			1,312,600
Discount 2023 Series B convertible notes		(~~713~~634,~~889~~678	)		(~~805~~676,~~327~~304	)
Total Long-Term Debt		1,162,165			3,049,633
2025 Senior secured convertible notes payable		8,187,500			8,187,500
Total Debt	$	5,430,037		$	8,248,383
Discount 2025 Senior secured convertible notes payable		(1,992,297	)		(2,388,419	)
Total Long-Term Debt		9,433,371			8,991,789
Total Debt	$	10,027,121		$	9,585,539

The table below presents the future maturities of outstanding debt obligations as of ~~July~~January 31, ~~2025~~2026:

Fiscal year 2025	$	593,750
Fiscal year 2026	$	593,750
Fiscal year 2026		9,082,996
Fiscal year 2027		8,387,500
Fiscal year 2027		200,000
Fiscal year 2028		1,717,600
Total	$	11,594,346
Fiscal year 2029		-
Fiscal year 2030		-
Fiscal year 2031		1,989,246
Total	$	12,688,096

Unsecured 6% Note Payable - Related Party

Interest expense on this note was $11,604 and $~~34,433, and $~~11,604 ~~and $34,560~~ for the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, respectively. During the three months ended January 31, 2026, the Company paid down the interest on this note by $11,539. Accrued interest on this note was $~~218~~230,~~709~~378 and $~~184~~230,~~275~~ 313 as of ~~July~~January 31, ~~2025~~2026 and October 31, ~~2024~~2025, respectively. This note is unsecured. The original maturity date of this note ~~and~~was ~~accrued~~December 31, ~~interest~~2025. ~~convert~~As toof ~~common~~December ~~stock~~31, in2025, the ~~event~~Company ofand athe ~~listing~~related onparty asigned ~~public~~an ~~exchange~~amendment atto athis ~~price~~note ~~equal~~ to extend the ~~IPO~~maturity ~~price.~~date to ~~The~~December ~~original~~31, ~~maturity~~2030. ~~date~~In ofaddition ~~this~~to ~~note~~the ischange ~~December~~to ~~31,~~the ~~2025~~maturity date, ~~but~~ the Company ~~and~~agreed to pay the ~~related~~lender ~~party~~$150,000 ~~have~~per ~~agreed~~year, with such payments to ~~negotiate~~be anapplied ~~extension of~~to accrued interest on this note.

Unsecured 4% Note Payable - Related Party

Interest expense on this note was $12,320 and $~~36,558, and $~~12,320 ~~and $36,692~~ for the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026, and ~~2024~~2025, respectively. Accrued interest on this note was $~~232~~256,~~206~~846 and $~~195~~244,~~648~~526 as of ~~July~~January 31, ~~2025~~2026 and October 31, ~~2024~~2025, respectively. This note is unsecured. ~~The~~ ~~note and accrued interest convert to common stock in the event of a listing on a public exchange at a price equal to the IPO price.~~ The original maturity date of this note iswas December 31, 2025 As of December 31, ~~but~~2025, the Company and the related party ~~have~~signed ~~agreed~~an amendment to ~~negotiate~~this annote ~~extension~~to ofextend ~~this~~the ~~note~~maturity date to December 31, 2030.

2021 Series Convertible Notes - Related Party

The principal balance outstanding on the 2021 Series Convertible notes amounted to $0 and $480,000 as of July 31, 2025 and October 31, 2024, respectively. The note matured on July 31, 2024 and is unsecured. During the three and nine months ended July 31, 2025 and 2024, the Company recorded $0 and $7,259, and $6,049 and $18,016, respectively, in interest expense. As of July 31, 2025 and October 31, 2024, accrued, but unpaid, interest on these notes was $0 and $81,679, respectively. On January 8, 2025, the Company and the note holder renegotiated this note to a total due of $225,000, non-interest bearing, with $25,000 paid on January 10, 2025 and four payments of $50,000, payable on or before February 1, March 1, April 1, and May 1, 2025. To record the renegotiation of the agreement, the Company recognized a gain on retirement of debt of $343,938, consisting of a reduction of principal of $255,000 and an elimination of accrued interest of $88,938. This was recorded through the statement of operations because the lender is not restructuring the loan to protect his equity and the lender does not hold a significant investment in the Company. The note was fully paid on April 30, 2025.

2022 Series Convertible Notes

During June and July, 2022, the Company issued a total of $200,000 in 2022 Series Convertible notes to two unrelated parties. These notes are unsecured, earn interest at a rate of 5% per annum and mature in June and July of 2027. These notes are payable solely in common stock of the Company and are convertible (i) upon the closing of a Qualified Financing of at least $5,000,000, (ii) upon the closing of a change in control, (iii) at the option of the holder of the notes or (iv) at maturity. During the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~ 2026 and ~~2024~~2025, the Company recorded $2,521 and $~~7,479, and $~~2,521 ~~and $7,507~~ in interest expense on these notes, respectively. As of ~~July~~ January 31, ~~2025~~2026 and October 31, ~~2024~~2025, the Company had accrued $3035,~~712~~754 and $2333,233, respectively, in interest on these notes.

2023 Series Convertible Notes – Stock Settled

On January 6, 2023, the Company sold $405,000 of its 8%, unsecured 2023 Series Convertible Notes - Stock Settled (the “January 2023 Notes”) and common stock purchase warrants (“January 2023 Warrants”) to five investors.

On various dates during March and April 2023, the Company sold $787,600 of its 8%, unsecured 2023 Series B Convertible Notes - Stock Settled (the “March 2023 Notes”) and common stock purchase warrants (“March 2023 Warrants”) to six investors.

On various dates during June and July 2023, the Company sold $525,000 of its 8%, unsecured 2023 Series B Convertible Notes - Stock Settled (the “June 2023 Notes”) and common stock purchase warrants (“June 2023 Warrants”) to three investors.

The sale and purchase were made through a Convertible Note and Warrant Purchase Agreement (“Purchase Agreement”) entered into with each investor. The Company followed the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC 480 “Distinguishing Liabilities from Equity” to account for the stock settled debt and ASC 815 “Derivatives and Hedging” to account for the derivative related to the notes and also to determine the number of warrants to be issued at the time of the issuance of the January 2023 Notes, March 2023 Notes, or the June 2023 Notes.

Each of the January 2023 Notes, March 2023 Notes, and June 2023 Notes bear interest at the rate of eight per cent per annum and are payable solely in shares of the Company’s common stock. Each of the January 2023 Notes, March 2023 Notes, and June 2023 Notes may be converted at any time at the option of the holder and are payable in full at the earliest of (i) the completion of a “Qualified Financing,” as defined below, (ii) a change in control, (iii) in the event of default, or (iv) the maturity date, which is five years from the date of issuance. A Qualified Financing is defined in the Purchase Agreement as any financing completed after the date of issuance of either the January 2023 Notes, March 2023 Notes, or June 2023 Notes involving the sale of the Company’s equity securities primarily for capital raising purposes resulting in gross proceeds to the Company of at least $5 million. Upon completion of a Qualified Financing, each of the January 2023 Notes, March 2023 Notes, and June 2023 Notes is convertible into the securities issued in such financing (the “Qualified Financing Securities”) in an amount determined by dividing (i) the outstanding principal on the January 2023 Notes, March 2023 Notes, or June 2023 Notes plus all accrued interest by (ii) the lessor of (x) the “Discounted Qualified Financing Price” and (y) the “Capped Price.” In the event of a change in control or default, voluntary conversion or upon maturity, each of the January 2023 Notes, March 2023 Notes, and June 2023 Notes is convertible into that number of shares of the Company’s common stock that equals (i) the outstanding principal amount of each of the January 2023 Notes, March 2023 Notes, and June 2023 Notes plus any accrued but unpaid interest, divided by (ii) the Capped Price.

The Discounted Qualified Financing Price is defined as the per share price at which the shares of the Qualified Financing Securities are sold in such Qualified Financing as determined for accounting purposes under GAAP, multiplied by 0.75. The Capped Price is the per share price implied by a fully-diluted (on an as-converted to common stock basis), pre-money valuation of $200,000,000 for the Company.

Each January 2023 Warrant issuable by the Company pursuant to the Purchase Agreement entitles the holder to purchase that number of fully paid and nonassessable shares of the Company’s common stock determined (A) in the case following a Qualified Financing, by dividing (i) the sum of the aggregate outstanding principal amount of the January 2023 Note plus all accrued and unpaid interest thereon at the time of conversion multiplied by 0.25 by (ii) the quotient of the Discounted Qualified Financing Price divided by 0.75, or (B) in connection with a Change of Control, by dividing (i) the sum of the aggregate outstanding principal amount of the January 2023 Note plus all accrued and unpaid interest thereon at the time of the January 2023 Note’s conversion, by (ii) the Capped Price, subject to adjustment as set forth in the January 2023 Warrant. In each case, the January 2023 Warrants are exercisable at a price of $16.25 per share (as adjusted for the July 2023, 1 to 26 reverse stock split) for a period of five years.

2019

Each March 2023 Warrant and June 2023 Warrant issuable by the Company pursuant to the Purchase Agreement entitles the holder to purchase that number of fully paid and nonassessable shares of the Company’s common stock determined (A) in the case following a Qualified Financing, by dividing (i) the sum of the aggregate outstanding principal amount of the March 2023 Note plus all accrued and unpaid interest thereon at the time of conversion by (ii) the quotient of the Discounted Qualified Financing Price divided by 0.75, or (B) in connection with a Change of Control, by dividing (i) the sum of the aggregate outstanding principal amount of the March 2023 Note or June 2023 Note plus all accrued and unpaid interest thereon at the time of the March 2023 Note’s or June 2023 Note’s conversion, by (ii) the Capped Price, subject to adjustment as set forth in the March 2023 Warrant or June 2023 Warrant. In each case, the March 2023 Warrants and June 2023 Warrants are exercisable at a price of $16.25 per share for a period of five years.

Participation Rights. Each of the January 2023 Notes, March 2023 Notes, and June 2023 Notes entitle the holder to purchase in a Qualified Financing an amount of Qualified Financing Securities (as defined above) up to 200% of the aggregate principal amount of either the January 2023 Note, March 2023 Note, or June 2023 Notes, respectively, subscribed for by such holder in this Offering.

The Company contemplated ASC 815-15-25-1 related to the valuation of the embedded conversion feature contained in the January 2023 Notes, March 2023 Notes and June 2023 Notes. The Company determined, per the guidance, the embedded conversion feature did not meet the criteria to be classified as a derivative.

The Company assessed the January 2023 Warrants, March 2023 Warrants, and June 2023 first under ASC 480. Based on the attributes of the January 2023 Warrants, March 2023 Warrants, and June 2023 Warrants, the Company determined that each are outside of the scope of ASC 480 and proceeded to assess each under ASC 815 to determine if any are considered indexed to the Company’s own common stock. Because the inputs which affect the number of shares to be issued upon exercise of the January 2023 Warrants, March 2023 Warrants, and June 2023 Warrants are not the inputs per 815-40-15-7E, none are deemed to be indexed to the Company’s own stock and have been recorded as liabilities under ASC 815 (Note 3) at the fair market value. At issuance, the Company recorded a warrant liability related to the January 2023 Warrants of $73,213, which amount is remeasured at fair market value at the end of each reporting period. The warrant liability of $73,213 resulted in the recognition of a debt discount of $73,213 at issuance of the January 2023 Notes and January 2023 Warrants. Further, at issuance of the March 2023 Warrants, the Company recorded a warrant liability of $568,574, which is remeasured at fair market value at the end of each reporting period. The warrant liability of $568,574 resulted in the recognition of a debt discount of $568,574 at issuance of the March 2023 Notes and March 2023 Warrants. Lastly, at issuance of the June 2023 Warrants, the Company recorded a warrant liability of $354,810, which is remeasured at fair market value at the end of each reporting period. The warrant liability of $354,180 resulted in the recognition of a debt discount of $354,180 at issuance of the June 2023 Notes and June 2023 Warrants.

The $73,213 discount associated with the January 2023 Warrants is accreted over five years utilizing the effective interest method. The effective ~~interest~~ interest rate for the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025 is 13.0% and 13.0%, ~~and 13.0% and 13.0%,~~ respectively. During the three ~~and~~ ~~nine~~ months ended ~~July~~ January 31, ~~2025~~2026 and ~~2024~~2025, the Company recorded accretion expense of $3,~~595~~833 and $~~10,340, and $~~3,~~164 and $9~~374,~~132,~~ respectively, and a (gain) ~~or loss~~ on the fair value of the warrant liability of ($~~150)~~44 and ($~~117), and ($23,652) and ($~~54,~~883)~~946, respectively.

The $568,574 discount associated with the March 2023 Warrants is accreted over five years utilizing the effective interest method. The effective interest rate for the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025 is 44.6% and 44.6%, ~~and 44.6% and 44.6%,~~ respectively. During the three ~~and nine~~ months ended ~~July~~ January 31, ~~2025~~2026 and ~~2024~~2025, the Company recorded accretion expense of $2126,~~154~~176 and $5617,~~764~~152, ~~and $13~~respectively,~~861~~ and ~~$37,305, respectively, and~~ a (gain) ~~or loss~~ on the fair value of the warrant liability of ($~~1,168)~~344 and ($~~909)~~52, ~~and ($183,983) and ($426,923),~~ respectively.

2120

The $354,810 discount associated with the June 2023 Warrants is accreted over five years utilizing the effective interest method. The effective interest rate for the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025 is 39.5% and 39.5% ~~and 39.5% and 39.5%~~, respectively. During the three ~~and nine~~ months ended ~~July~~ January 31, ~~2025~~2026 and ~~2024~~2025, the Company recorded accretion expense of $1215,~~784~~450 and $3410,~~675 and $8~~608,~~778~~ ~~and $23,882,~~ respectively, and a (gain) ~~or loss~~ on the fair value of the warrant liability of ($~~779)~~230 and ($~~606)~~34, ~~and ($122,639) and ($284,579),~~ respectively.

During the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025 the Company recorded $8,166 and $~~24,233, and $~~8,~~167 and $24~~166,~~322,~~ respectively, in interest expense on the January 2023 Notes. During the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, the Company recorded $15,~~881~~882 and $~~47,127, and $~~15,~~881 and $47~~882,~~299,~~ respectively, in interest expense on the March 2023 Notes. During the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~ 2026 and ~~2024~~2025, the Company recorded $10,586 and $~~31,414, and $~~10,586 ~~and $31~~,~~529,~~ respectively, in interest expense on the June 2023 Notes.

As of ~~July~~January 31, ~~2025~~ 2026 and October 31, ~~2024~~2025, the Company had accrued $8299,~~962~~295 and $5891,~~729~~129, respectively, in interest on the January 2023 Notes. As of ~~July~~January 31, ~~2025~~ 2026 and October 31, ~~2024~~2025, the Company had accrued $~~147~~179,~~545~~385 and $~~100~~163,~~495~~503, respectively, in interest on the March 2023 Notes. As of ~~July~~ January 31, ~~2025~~2026 and October 31, ~~2024~~2025, the Company had accrued $89110,~~156~~252 and $5799,666, respectively, in interest on the June 2023 Notes.

2024 Series Senior Secured Convertible Notes – Stock Settled

On November 16, 2023 and January 10, 2024, the Company entered into securities purchase agreements (the “January Purchase Agreements”) with an accredited investor, pursuant to which the Company issued and sold to the investor, in a private placement, (i) senior secured convertible notes (the “January Series 2024 Notes”) in the principal amount of $2,500,000 and $1,250,000, respectively, for a purchase price of $2,000,000 and $1,000,000, respectively, (reflecting a 20% original issue discount), and warrants to purchase shares of common stock of the Company (the “January Series 2024 Warrants”).

On April 11, 2024, the Company entered into a securities purchase agreement (the “April Purchase Agreement”) with an accredited investor, pursuant to which the Company issued and sold to the investor, in a private placement, (i) senior secured convertible notes (the “April Series 2024 Notes”) in the principal amount of $218,750 for a purchase price of $175,000 (reflecting a 20% original issue discount), and warrants to purchase shares of common stock of the Company (the “April Series 2024 Warrants”).

On May 13, 2024, the Company entered into securities purchase agreements (the “May Purchase Agreement”) with accredited investors, pursuant to which the Company issued and sold to the investors, in a private placement, (i) senior secured convertible notes (the “May Series 2024 Notes”) in the principal amount of $375,000 for a purchase price of $300,000 (reflecting a 20% original issue discount), and warrants to purchase shares of common stock of the Company (the “May Series 2024 Warrants”).

On June 21, 2024, the Company entered into a letter agreement (the “Target Extension Agreement”) with Target Capital 16 LLC (“Target”). Pursuant to the Target Extension Agreement, the maturity date of the January Series 2024 Notes of the Company held by Target, in the aggregate original principal amount of $3,750,000, was extended by 60 days, to October 16, 2024 (the “Original Final Maturity Date”), provided that, if the Company (A) will have been diligently pursuing the consummation of a Liquidity Event (as defined in the Notes) through such date (as evidenced by the filing of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended) and (y) will have delivered an extension notice, then the Original Final Maturity Date will be extended to November 16, 2024 (the “Extended Final Maturity Date”), and (B) will have consummated a Liquidity Event on or before the Original Final Maturity Date or Extended Final Maturity Date, then the Extended Final Maturity Date will be extended by 180 days from the date of such consummation.

On July 16, 2024, the Company entered into a second letter agreement (the “Target Consolidation Agreement”) with Target. Pursuant to the Target Consolidation Agreement, in consideration of an additional $300,000 paid by Target to the Company, the outstanding January Series 2024 Notes, each as amended by the Target Extension Agreement, were consolidated, amended and restated into a new note (the “July Series 2024 Notes”) under the Purchase Agreement. The July Series 2024 Note has a subscription amount of $3,300,000, an original issue discount of $825,000, and an original principal amount of $4,125,000, and otherwise has the same material terms as the Outstanding Notes.

The January Series 2024 Notes, April Series 2024 Notes, May Series 2024 Notes, and July Series 2024 Notes are collectively the “Series 2024 Notes.” The January Series 2024 Warrants, April Series 2024 Warrants, and May Series 2024 Warrants are collectively the “Series 2024 Warrants.” No Series 2024 Warrants were issued with the July Series 2024 Notes.

Interest on the Series 2024 Notes will accrue commencing on the earlier of the maturity date or upon an event of default, at the annual rate of 20%, due the first day of each calendar month following such date. The January Series 2024 Notes will mature at the earlier of (i) six months from the issuance date (the “Original Maturity Date”) and (ii) the occurrence of a Liquidity Event (as defined in the January Series 2024 Notes), provided that the Company may extend the maturity date for an additional three months (the “January Extension Period”). The April Series 2024 Notes will mature at the earlier of (i) May 16, 2024 and (ii) the occurrence of a Liquidity Event (as defined in the April Series 2024 Notes), provided that the Company may extend the maturity date for an additional three months (the “April Extension Period”). The May Series 2024 Notes will mature at the earlier of (i) May 16, 2024 and (ii) the occurrence of a Liquidity Event (as defined in the May Series 2024 Notes), provided that the Company may extend the maturity date for an additional three months (the “May Extension Period”). The July Series 2024 Notes will mature on October 16, 2024 (the “Original Final Maturity Date”), provided that, if the Company (A) will have been diligently pursuing the consummation of a Liquidity Event (as defined in the Notes) through such date (as evidenced by the filing of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended) and (y) will have delivered an extension notice, then the Original Final Maturity Date will be extended to November 16, 2024 (the “Extended Final Maturity Date”), and (B) will have consummated a Liquidity Event on or before the Original Final Maturity Date or Extended Final Maturity Date, then the Extended Final Maturity Date will be extended by 180 days from the date of such consummation. The Series 2024 Notes are secured by all of the Company’s assets pursuant to a security agreement between the Company and the investors. The Series 2024 Notes will be convertible, at the option of the investors, into common stock commencing on the maturity date, at a conversion price equal to the product of (x) the Liquidity Event Price (as defined in the Series 2024 Notes) and (y) 0.70 (or 0.60 if the Company has extended the maturity date), provided however, that if no Liquidity Event has occurred by the maturity date then the conversion price will be the amount obtained by dividing (i) $95,000,000 by (ii) the number of shares of common stock outstanding on such date calculated on a fully-diluted basis. In addition, the Company will have the right to effect conversion of the Series 2024 Notes if, at the time (a) a Liquidity Event has occurred and (b) the underlying shares are registered for resale.

The Series 2024 Warrants will be exercisable into the number the shares of common stock obtained by dividing 100% of the original principal amount of the Series 2024 Notes by (ii) the Liquidity Event Price (as defined in the Series 2024 Notes); provided, however, that if no Liquidity Event has occurred by the maturity date, then such percentage will be 150%. The Series 2024 Warrants will be exercisable for a period of five years and have an exercise price equal to the Liquidity Event Price provided however, that if no Liquidity Event has occurred by the maturity date then the exercise price will be the amount obtained by dividing (i) $95,000,000 by (ii) the number of shares of common stock outstanding on such date calculated on a fully-diluted basis.

The Company followed the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC 480 “Distinguishing Liabilities from Equity” to account for the stock settled debt, ASC 470 “Debt,” and ASC 815 “Derivatives and Hedging” to account for Series 2024 Notes and Series 2024 Warrants.

The Company contemplated ASC 815-15-25-1 related to the valuation of the embedded conversion feature contained in the Series 2024 Notes. The Company determined, per the guidance, the embedded conversion feature did not meet the criteria to be classified as a derivative.

The Company assessed the Series 2024 Warrants first under ASC 480. Based on the attributes of the Series 2024 Warrants, the Company determined that each are outside of the scope of ASC 480 and proceeded to assess each under ASC 815 to determine if any are considered indexed to the Company’s own common stock. Because the inputs which affect the number of shares to be issued upon exercise of the Series 2024 Warrants are not the inputs per 815-40-15-7E, none are deemed to be indexed to the Company’s own stock and have been recorded as liabilities under ASC 815 (Note 3) at the fair market value. Because the scenario under which the Series 2024 Notes are analyzed assumes a Liquidity Event, the scenarios under which to analyze the Series 2024 Warrants should also contain a Liquidity Event. As such, the assumed exercise price is $15.00, and the Company would issue 250,000 shares upon exercise of the January Series 2024 Warrants, 14,583 shares upon exercise of the April Series 2024 Warrants, and 25,000 shares upon exercise of the May Series 2024 Warrants. At issuance, the Company recorded a warrant liability of $2,732,304 related to the January Series 2024 Warrants, $157,733 related to the April Series 2024 Warrants, and $269,752 related to the May Series 2024 Warrants, all of which are remeasured at fair market value at the end of each reporting period. The combination of the original issuance discount of $750,000 and the warrant liability of $2,732,304 resulted in the recognition of a debt discount of $3,482,304 at issuance of the January Series 2024 Notes and January Series 2024 Warrants. Similarly, the combination of the original issuance discount of $43,750 and the warrant liability of $157,733 resulted in the recognition of a debt discount of $201,483 at issuance of the April Series 2024 Notes and April Series 2024 Warrants. Finally, the combination of the original issuance discount of $75,000 and the warrant liability of $269,752 resulted in the recognition of a debt discount of $344,752 at issuance of the May Series 2024 Notes and May Series 2024 Warrants.

The combination of the original issuance discount of $750,000 associated with the collected proceeds compared to the principal value of the January Series 2024 Notes and the $2,732,304 discount associated with the January Series 2024 Warrants results in a net discount of $3,482,304 that is accreted over six months utilizing the effective interest method. The effective interest rate for the three ~~and nine~~ months ended ~~July~~ January 31, ~~2025~~2026 and ~~2024~~2025, is 659% and 659%, ~~and 659% and 659%,~~ respectively, for the November issuance and 624% and 624%, ~~and 624% and 624%,~~ respectively, for the January issuance. During the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, the Company recorded accretion expense of $0 and $0, ~~and $1,382,897 and $3,482,304,~~ respectively.

Pursuant to ASC 480, the Company assessed the January Series 2024 Notes and the July Series 2024 Notes comparing the present value of the cash flows of both notes at the January Series 2024 Notes effective interest rate. Because the difference between the present value of the January Series 2024 Notes and July Series 2024 Notes cash flows was greater than 10%, the two sets of notes were deemed to be substantially different and, as such, the extinguishment of January Series 2024 Notes were recorded as a gain in the statement of operations. Immediately prior to the extinguishment, the Company recorded a gain on the fair value of the warrant liability of $1,713,320. On the day of the extinguishment, the Company recorded additional proceeds of $300,000, additional original issuance discount of $75,000, the extinguishment of the original warrant liability of $990,719, and a gain on the transition of $740,724.

2422

The combination of the original issuance discount of $43,750 associated with the collected proceeds compared to the principal value of the April Series 2024 Notes and the $157,733 discount associated with the April Series 2024 Warrants results in a net discount of $201,483 that is accreted ~~thru~~through the first day of the April Extension Period utilizing the effective interest method. The effective interest ~~rate~~ rate for the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025 is over 5,000%. During the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, ~~the~~ the Company recorded accretion expense of $0 and $0, ~~and $154,785 and $201,483,~~ respectively, and a (gain) ~~or loss~~ on the fair value of the warrant liability of ($~~935) and ($5~~1,~~333),~~819 and ~~($100,462)~~ ~~and (~~$~~100~~2,~~459)~~ 033 respectively.

The combination of the original issuance discount of $75,000 associated with the collected proceeds compared to the principal value of the May Series 2024 Notes and the $269,752 discount associated with the May Series 2024 Warrants results in a net discount of $344,752 that is accreted ~~thru~~through the first day of the May Extension Period utilizing the effective interest method. The effective interest rate for ~~the~~ the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025 was over 104,000%. During the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, the Company recorded accretion expense of $0 and $0, ~~and $344,752 and $344,752,~~ respectively, and a (gain) ~~loss~~ on the fair value of the warrant liability of ($13,~~602)~~118 and ($93,~~143)~~485, ~~and ($171,568) and ($171,568),~~ respectively.

During the ~~three~~years ~~and nine months~~ ended ~~July~~October 31, 2025 and 2024, no interest expense was recorded on the Series 2024 Notes. As of ~~July~~October 31, 2025 and ~~October 31,~~ 2024, no accrued interest was recorded on the Series 2024 Notes.

The July Series 2024 Target note ~~has~~was ~~been~~ extended to March 31, 2025, with an increase in the principal amount of $245,000 and pre-funded warrants were issued for a value of $990,000 as part of the extension transaction. In accordance with ASC 470, the Company has evaluated the consideration given for the extension of the Target note and has determined that the July Series 2024 Target note was extinguished, based on the conclusion that there was a greater than 10% change in the present value of the cash flows of the new loan, compared to the old loan. The Company has recorded a loss on extinguishment of debt of $~~0 and $~~1,235,000 for the three ~~and nine~~ months ended ~~July~~ January 31, 2025. As of March 3, 2025, the Company ~~has~~had paid the July Series 2024 Target note’s entire balance of $4,370,000. As of March 9, 2026, $468,750 of these notes have been converted to the Company’s Series A-1 Preferred stock. The remaining ~~2024~~ ~~Series~~$125,000 ~~notes~~will ~~are~~either inbe converted to the ~~process~~Company’s ofSeries ~~being~~A-1 ~~renegotiated~~Preferred ~~with~~stock aor ~~longer~~be ~~maturity~~repaid ~~date~~in cash.

2025 Series Senior Secured Convertible Notes – Stock Settled

On February 27, 2025, the Company entered into securities purchase agreements (the “February Purchase Agreements”) with an accredited investor, pursuant to which the Company issued and sold to the investor, in a private placement, (i) senior secured convertible notes (the “February Series 2025 Notes”) in the principal amount of $6,250,000, for a purchase price of $5,000,000, (reflecting a 20% original issue discount), and warrants to purchase shares of common stock of the Company (the “February Series 2025 Warrants”).

On April 25, 2025, the Company received an additional $350,000 from the same investor to be included in the February Series 2025 Note (the “April Purchase Agreement”) with an accredited investor, pursuant to which the Company issued and sold to the investor, in a private placement, (i) senior secured convertible notes (the “April Series 2025 Notes”) in the principal amount of $437,500 for a purchase price of $350,000 (reflecting a 20% original issue discount), and warrants to purchase shares of common stock of the Company (the “April Series 2025 Warrants”).

On May 21, 2025, the Company received an additional $325,000 from the same investor to be included in the February Series 2025 Note (the “May Purchase Agreement”) with an accredited investor, pursuant to which the Company issued and sold to the investor, in a private placement, (i) senior secured convertible notes (the “May Series 2025 Notes”) in the principal amount of $406,250 for a purchase price of $325,000 (reflecting a 20% original issue discount), and warrants to purchase shares of common stock of the Company (the “May Series 2025 Warrants”).

~~The~~On October 27, 2025, the Company received an additional $875,000 from the same investor to be included in the February Series 2025 ~~Notes~~Note (the “October Purchase Agreement”) with an accredited investor, pursuant to which the Company issued and ~~April~~sold ~~Series~~to ~~2025~~the ~~Notes~~investor, in ~~are~~a ~~collectively~~private placement, (i) senior secured convertible notes (the “October Series 2025 Notes.”) ~~The~~in ~~February~~the ~~Series~~principal ~~2025~~amount of ~~Warrants~~$1,093,750 ~~April~~for ~~Series~~a ~~2025~~purchase ~~Warrants~~price of $875,000 (reflecting a 20% original issue discount), and ~~May~~warrants ~~Series~~to ~~2025~~purchase ~~Warrants~~shares ~~are~~of ~~collectively~~common stock of the Company (the “October Series 2025 Warrants.”).

Interest on the Series 2025 Notes will accrue commencing on the earlier of the maturity date or upon an event of default, at the annual rate of 20%, due the first day of each calendar month following such date. The Series 2025 Notes will mature at the earlier of (i) February 27, 2026 (the “Original Maturity Date”) and (ii) the occurrence of a Liquidity Event (as defined in the Series 2025 Notes), provided that the Company may extend the maturity date for an additional year (the “Extension Period”). The Series 2025 Notes are secured by all of the Company’s assets pursuant to a security agreement between the Company and the investors. The Series 2025 Notes will be convertible, at the option of the investors, into common stock commencing on the maturity date, at a conversion price equal to the product of (x) the Liquidity Event Price (as defined in the Series 2025 Notes) and (y) 0.70 (or 0.60 if the Company has extended the maturity date), provided however, that if no Liquidity Event has occurred by the maturity date then the conversion price will be the amount obtained by dividing (i) $95,000,000 by (ii) the number of shares of common stock outstanding on such date calculated on a fully-diluted basis. In addition, the Company will have the right to effect conversion of the Series 2025 Notes if, at the time (a) a Liquidity Event has occurred and (b) the underlying shares are registered for resale.23

The February Series 2025 Notes, April Series 2025 Notes, May Series 2025 Notes and October Series 2025 Notes are collectively the “Series 2025 Notes.” The February Series 2025 Warrants, April Series 2025 Warrants, May Series 2025 Warrants and October Series 2025 Warrants are collectively the “Series 2025 Warrants.”

The Series 2025 Warrants will be exercisable into the number the shares of common stock obtained by dividing 100% of the original principal amount of the Series 2025 Notes by (ii) the Liquidity Event Price (as defined in the Series 2024 Notes); provided, however, that if no Liquidity Event has occurred by the maturity date, then such percentage will be 150%. The Series 2025 Warrants will be exercisable for a period of five years and have an exercise price equal to the Liquidity Event Price provided however, that if no Liquidity Event has occurred by the maturity date then the exercise price will be the amount obtained by dividing (i) $95,000,000 by (ii) the number of shares of common stock outstanding on such date calculated on a fully-diluted basis.

The Company contemplated ASC 815-15-25-1 related to the valuation of the embedded conversion feature contained in the Series 2025 Notes. The Company determined, per the guidance, the embedded conversion feature did not meet the criteria to be classified as a derivative.

2524

The Company assessed the Series 2025 Warrants first under ASC 480. Based on the attributes of the Series 2025 Warrants, the Company determined that each are outside of the scope of ASC 480 and proceeded to assess each under ASC 815 to determine if any are considered indexed to the Company’s own common stock. Because the inputs which affect the number of shares to be issued upon exercise of the Series 2025 Warrants are not the inputs per 815-40-15-7E, none are deemed to be indexed to the Company’s own stock and have been recorded as liabilities under ASC 815 (Note 3) at the fair market value. Because the scenario under which the Series 2025 Notes are analyzed assumes a Liquidity Event, the scenarios under which to analyze the Series 2025 Warrants should also contain a Liquidity Event. As such, the assumed exercise price is $5.50, and the Company would issue 1,136,364 shares upon exercise of the February Series 2025 Warrants, ~~and~~ 79,545 shares upon exercise of the April Series 2025 Warrants, 73,864 shares upon exercise of the May Series 2025 Warrants and 198,864 shares upon exercise of the October Series 2025 Warrants. At issuance, the Company recorded a warrant liability of $4,448,036 related to the February Series 2025 Warrants, ~~and~~ $312,079 related to the April Series 2025 Warrants, $293,942 related to the May Series 2025 Warrants and $529,019 related to the October Series 2025 Warrants, all of which are remeasured at fair market value at the end of each reporting period. The combination of the original issuance discount of $1,250,000 and the warrant liability of $4,448,036 resulted in the recognition of a debt discount of $5,698,036 at issuance of the February Series 2025 Notes and February Series 2025 Warrants. ~~Similarly,~~ ~~the~~The combination of the original issuance discount of $87,500 and the warrant liability of $312,079 resulted in the recognition of a debt discount of $399,579 at issuance of the April Series 2025 Notes and April Series 2025 Warrants. InThe ~~addition, the~~ combination of the original issuance discount of $81,250 and the warrant liability of $293,942 resulted in the recognition of a debt discount of $375,192 at issuance of the May Series 2025 Notes and May Series 2025 Warrants. The combination of the original issuance discount of $218,750 and the warrant liability of $529,019 resulted in the recognition of a debt discount of $747,769 at issuance of the October Series 2025 Notes and October Series 2025 Warrants.

The combination of the original issuance discount of $1,250,000 associated with the collected proceeds compared to the principal value of the February Series 2025 Notes and the $4,448,036 discount associated with the February Series 2025 Warrants results in a net discount of $5,698,036 that is accreted over twelve months utilizing the effective interest method. The effective interest rate for the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, is 321% and ~~321%, and~~ 0% ~~and 0%~~, respectively, for the February issuance. During the three ~~and~~ ~~nine~~ months ended ~~July~~ January 31, ~~2025~~2026 and ~~2024~~2025, the Company recorded accretion expense of $~~690,163 and $991,147, and $~~0 and $0, respectively and a gain on the fair value of the warrant liability of $~~37,130 and $30,502, and $~~0 and $0, respectively.

The combination of the original issuance discount of $87,500 associated with the collected proceeds compared to the principal value of the April Series 2025 Notes and the $312,079 discount associated with the April Series 2025 Warrants results in a net discount of $399,579 that is accreted through the maturity date utilizing the effective interest method. The effective interest rate for the three ~~and nine~~ months ended ~~July~~January 31, 2026 and 2025 is 409% and 0%. During the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, the Company recorded accretion expense of $~~41,314 and~~0 ~~$43,441~~ and $0 ~~and $0~~, respectively, and a gain on the fair value of the warrant liability of $~~2,599 and~~0 ~~$2,851,~~ and $0 ~~and $0~~, respectively.

The combination of the original issuance discount of $81,250 associated with the collected proceeds compared to the principal value of the May Series 2025 Notes and the $~~293~~289,~~942~~ 787 discount associated with the May Series 2025 Warrants results in a net discount of $~~375~~371,~~192 that~~037 that is accreted through the maturity date utilizing the effective interest method. The effective interest rate for the three ~~and nine~~ months ended January ~~July~~ 31, 2026 and 2025 is ~~486~~453% and 0%. During the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, the Company recorded accretion expense of $~~29,345 and~~0 ~~$29,345~~ and $0 ~~and $0~~, respectively, and a gain on the fair value of the warrant liability of $~~6,803 and~~0 ~~$6,803,~~ and $0 ~~and $0~~, respectively.

~~During~~In association with the ~~three~~October Series 2025 Notes, the lender and ~~nine~~the ~~months~~Company ~~ended~~amended ~~July~~the 31original note to include the April, ~~2025~~May and ~~2024~~October Series and renegotiated the conversion methodology from using a $95,000,000 valuation noto ~~interest~~an ~~expense~~independent ~~was~~valuation ~~recorded~~completed onby a mutual agreeable specialist at the ~~Series~~time ~~2025~~of ~~Notes~~conversion. AsIn ofaccordance ~~July~~with 31ASC 470, ~~2025~~the Company has evaluated the changes to the original note and ~~October~~has ~~31,~~determined ~~2024,~~that nothe ~~accrued~~original ~~interest~~note was ~~recorded~~extinguished, based on the ~~Series~~conclusion ~~2025~~that ~~Notes~~there was a greater than 10% change in the present value of the cash flows of the new loan, compared to the old loan.

The combination of the original issuance discount of $218,750 associated with the collected proceeds compared to the principal value of the October Series 2025 Notes and the $2,169,669 revised discount associated with the Series 2025 Warrants results in a net discount of $2,388,419 that is accreted through the maturity date utilizing the effective interest method. The effective interest rate for the three months ended January 31, 2026 and 2025 is 27% and 0%. During the three months ended January 31, 2026 and 2025, the Company recorded accretion expense of $396,122 and $0, respectively, and a gain on the fair value of the warrant liability of $282,149 and $0, respectively.

During the three months ended January 31, 2026 and 2025, no interest expense was recorded on the Series 2025 Notes. As of January 31, 2026 and October 31, 2025, no accrued interest was recorded on the Series 2025 Notes.

The Company has exercised its right to a one year extension of these notes, with a new maturity date of February 27, 2027.

NOTE 8– STOCKHOLDERS’ EQUITY

Preferred Stock

The Company has authorized 5,000,000 shares of $0.001 par value Preferred Stock, of which 250,000 were designated as Series A Convertible Preferred Shares. In May 2025, the Company designated 750,000 shares as Series A-1 Convertible Preferred Shares for a private placement of the A-1 stock for a maximum of $15 million. As of ~~July~~January 31, ~~2025~~2026 and October 31, ~~2024~~2025, 2085,000 and 035,000 shares of Series A-1 Convertible Preferred Stock were issued and outstanding. During the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026, dividends of $343,~~901~~463 were accrued and as of ~~July~~October 31, 2025, the ~~accumulated~~ accrued dividend on the outstanding preferred was $316,~~901~~416.

2625

The following is a summary of the rights and preferences of the Preferred A-1 Stock:

The holders of the Preferred A-1 Stock are entitled to a liquidation preference with respect to the Preferred A-1 Stock in the amount of $20 per share (“Stated Value”), subordinate to the stated value of any outstanding shares of preferred stock ranking senior to the Preferred A Stock, pari passu with the stated value of the series A-1 Preferred Stock, and senior to the rights of the holders of common stock.

The holders of the Preferred A-1 Stock are entitled to cumulative dividends at the annual rate of 8% based on the Stated Value per share, payable on the maturity date, which is five years from the date of issuance. Dividends are payable in the form of shares of common stock valued at $4.00 per share.

The Preferred A-1 Stock may be redeemed by the Company, in whole or in part, at any time or from time to time by notice to the holders. In the event of redemption, the Company shall be obligated to pay to each holder the Stated Value per share plus any accrued but unpaid dividends.

The Preferred A-1 Shares are convertible into common stock at $4.00 per share and may be converted at the discretion of the holder. The Preferred A-1 Stock shall automatically convert into the Company’s common stock if (a) (i) the common stock into which the Preferred A-1 Shares are convertible is registered with the SEC, (ii) there exists a public trading market for the common stock, and (iii) the trading price of the Company’s common stock has equaled or exceeded 200% of the conversion price as then in effect for ten or more consecutive trading days or (b) the Company effects a merger, consolidation or sale of assets and is not the surviving entity.

The holders of the Preferred A-1 Shares have the right to vote with the holders of the common stock on any matters presented to the stockholders at any regular or special meeting of the stockholders of the Company on an “as-converted” basis. The holders of the Series A-1 Stock are also entitled to vote as a class in the event the Company intends to create and/or issue shares of preferred stock that are senior to the Series A-1 Stock or if the Company attempts to amend its Articles of Incorporation to alter or amend the powers, privileges, rights, restrictions or conditions of the Series A-1 Stock.

The Company assessed the Series A-1 under ASC 480. The Company determined that the Series A-1 is outside the scope of ASC 480 as the redemption of Series A-1 shares are solely the right of the Company and the number of common shares to be issued at conversion were at a fixed monetary value. The Company then assessed the Series A-1 under ASC 815 to determine if the Series A-1 is more debt-like or more equity like. While the dividend rights and protective provisions make the Series A-1 more debt-like, the fact that the Company is in control of any redemption of the shares, that the Series A-1 contains certain mandatory conversion provisions and the holders have optional conversion rights, and the Series A-1 shares have voting rights on an as-converted basis make the Series more equity-like. We determined based on the above that the Series A-1 is more equity-like. Since the Series A-1 does not contain a put option and the Series A-1 shares are not redeemable upon an event outside of the Company’s control, we have recorded the Series A-1 shares as permanent equity.

Activity for the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~the year ended October 31, 2025

During the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026, the Company issued 2050,000 shares of its Series A-1 Convertible Preferred Stock for proceeds of $1 million as part of an ongoing private placement.

~~There~~During ~~were~~the noyear ~~sales~~ended orOctober ~~grants~~31, 2025, the Company issued 35,000 shares of its Series A-1 Convertible Preferred Stock ~~during~~for ~~the~~proceeds ~~nine~~of ~~months~~$700,000 ~~ended~~as ~~July~~part ~~31,~~of ~~2024~~an ongoing private placement.

Common Stock

As of ~~July~~January 31, ~~2025~~2026, the Company had authorized 19,230,770 shares of $0.001 par value common stock. As of ~~July~~January 31, ~~2025~~2026 and October 31, ~~2024~~ 2025, 4,~~460~~517,~~535~~651, and 4,460,535 shares were issued and outstanding, respectively.

~~There~~Effective ~~were~~January no5, ~~grants~~2026, ofan ~~common~~option ~~shares~~holder ~~during~~exercised ~~the~~their ~~nine~~right ~~months~~to ~~ended~~complete ~~July~~a 31cashless exercise exchanging 84,615 ~~2025~~options for 57,116 shares of common stock.

~~Activity~~There ~~for~~were ~~the~~no ~~nine~~grants ~~months~~of common shares or exercise of options during the year ended ~~July~~October 31, ~~2024~~2025.

On November 16, 2023, the Company granted 30,000 shares of common stock pursuant to the execution of a consulting agreement. The shares were granted at $15.00 per share. The shares vested immediately and are not subject to any revision based on the terms of the consulting agreement. The Company has recorded the value of the shares granted, $450,000, as consulting expense.26

Stock-Based Compensation

There were no grants of stock purchase options during the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026 ~~and~~or ~~2024~~2025.

The table below presents option activity for the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026 and the year ended October 31, ~~2024~~2025:

SCHEDULE OF OPTION ACTIVITY

	Number of Shares			Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Life (in years)		Aggregate intrinsic value
Balance at October 31, 2023		1,112,923		$	10.84		6.64	$	16,899,060
Balance at October 31, 2024		1,112,923		$	10.84		5.64	$	1,560,431
Options exercised		-			-		-		-
Options granted		-			-		-		-
Options expired		-			-		-		-
Options forfeited		-			-		-		-
Balance at October 31, 2024		1,112,923			10.84		5.64		1,560,431
Balance at October 31, 2025		1,112,923			10.84		4.64		501,923
Options exercised		-(84,615	)		-1.30		-		-
Options granted		-			-		-		-
Options expired		-			-		-		-
Options forfeited		-			-		-		-
Balance at July 31, 2025		1,112,923		$	10.84		4.89	$	1,560,431
Balance at January 31, 2026		1,028,308		$	10.84		4.39	$	375,000

Stock based compensation expense related to options for the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025 amounted to $~~285~~291,~~070~~630 and $1408,~~016~~234,~~038,~~ ~~and $383,429 and $1,156,280,~~ respectively. As of ~~July~~January 31, ~~2025~~2026 and October 31, ~~2024~~2025, 1977,~~008,308~~923 and ~~934~~1,~~397~~058,692 options were exercisable, respectively. Unrecognized compensation expense related to outstanding options amounted to $1501,~~077,973~~274 and $1792,~~985,988~~903 as of ~~July~~January 31, ~~2025~~ 2026 and October 31, ~~2024~~2025, respectively.

Warrants

Activity for the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026

There were no grants of warrants during the three months ended January 31, 2026.

Activity for the year ended October 31, 2025

Effective November 16, 2024, the Company granted 180,000 pre-funded warrants with an exercise price of $0.001 to the majority holder of the 2024 Senior Secured Convertible Notes for a fair value of $990,000.

On January 27, 2025, the Company granted 96,000 pre-funded warrants with an exercise price of $0.001 to a consultant to the Company for consulting services provided for a fair value of $528,000.

Activity for the nine months ended July 31, 2024

During the nine months ended July 31, 2024, the Company issued 1,060,000 in pre-funded warrants with an exercise price of $0.001 to 2024 Series Senior Convertible Note holders.

A & B Warrants

A summary of the Company’s common stock underlying its outstanding A and B warrants as of ~~July~~January 31, ~~2025~~2026 and October 31, ~~2024~~2025 is as as follows:

	Underlying Number of Shares			Average Exercise Price		Weighted Average Life
Outstanding – October 31, 2023		444,454		$	20.56		1.65
Outstanding – October 31, 2024		261,650		$	26.00		1.31
Warrants A – Granted during the period		-			-		-
Warrants B – Granted during the period		-			-		-
Warrants A – Expired during the period		(~~182~~78,~~804~~846	)		1326.00		-
Warrants B – Expired during the period		-			-		-
Outstanding – October 31, 2024		261,650			26.00		1.31
Outstanding – October 31, 2025		182,804			26.00		0.70
Warrants A – Granted during the period		-			-		-
Warrants B – Granted during the period		-			-		-
Warrants A – Expired during the period		-			-		-
Warrants B – Expired during the period		(7423,~~615~~077	)		-		-
Outstanding – July 31, 2025		187,035		$	26.00		0.93
Pre-Funded Warrants – Exercised during the period		-			-		-
Outstanding – January 31, 2026		159,727		$	26.00		0.43

2827

Other Warrants

A summary of the Company’s common stock underlying its outstanding pre-funded warrants as of ~~July~~January 31, ~~2025~~2026 and October 31, ~~2024 is~~2025 is as follows:

	Underlying Number of Shares		Average Exercise Price		Weighted Average Life
Outstanding – October 31, 2023		-	$	-		-
Outstanding – October 31, 2024		1,107,500	$	0.001		N/A
Pre-Funded Warrants – Granted during the period		1276,~~107,500~~000		0.001		N/A
Pre-Funded Warrants – Exercised during the period		-		-		-
Pre-Funded Warrants – Expired during the period		-		-		-
Outstanding – October 31, 2024		1,107,500		0.001		N/A
Outstanding – October 31, 2025		1,383,500		0.001		N/A
Pre-Funded Warrants – Granted during the period		~~276,000~~-		~~0.001~~-		~~N/A~~-
Pre-Funded Warrants – Exercised during the period		-		-		-
Pre-Funded Warrants – Expired during the period		-		-		-
Outstanding – July 31, 2025		1,383,500	$	0.001		N/A
Outstanding – January 31, 2026		1,383,500	$	0.001		N/A

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Employment agreements

On July 6, 2022, the Company hired Christopher Furman as its new Chief Executive Officer. Mr. Furman will receive an annual base salary of $400,000 and an annual bonus of up to 100% of his base salary. In addition, Mr. Furman received 192,307 options to purchase common stock at an exercise price of $26.00 per common share. On July 6, 2022, 38,461 of these options vested, with an additional 38,461 options vesting on July 6 in each of the next four years so long as Mr. Furman remains affiliated with the Company.

On December 1, 2021, the Company and John Evans, a former CFO of the Company, entered into a Consulting Agreement (“Evans ~~Consulting~~ Consulting Agreement”). Under the terms of the Evans Consulting Agreement, Mr. Evans is to provide advisory services to the CEO and CFO of the Company. The Evans Consulting Agreement expires on December 1, 2025. Per mutual verbal agreement, the Company has deferred and accrued $~~229~~196,~~667~~ 333 of such compensation as of ~~July~~January 31, ~~2025~~2026. The Company will continue to make payments to Mr. Evans after the expiration of the agreement, ~~if necessary,~~ to retire this accrued liability.

On December 8, 2020, the Company entered into a new employment agreement with Tiana States, Chief Manufacturing Officer (the “States Agreement”). Pursuant to the terms of the States Agreement, the Company agreed to pay Mrs. States a base salary of $125,000, which was subsequently increased to $200,000 per annum, for a term of five years. In addition, Mrs. States is eligible to receive an annual bonus in the form of cash in the amount of up to 50% of her base salary in the discretion of the CEO and Board of Directors. ~~The~~As ~~States~~of February ~~Agreement~~17, ~~shall~~2026, ~~renew in one-year periods unless either~~ Mrs. States oris ~~the~~no ~~Company~~longer ~~gives~~associated ~~notice~~with ~~that~~ the ~~agreement will not be renewed with a 90-day notice~~Company.

On December 1, 2020, the Company entered into a new employment agreement with James Musick, Chief Science Officer (the “Musick Agreement”). Pursuant to the terms of the Musick Agreement, the Company agreed to pay Dr. Musick a base salary of $150,000 per annum for a term of five years. In addition, Dr. Musick is eligible to receive an annual bonus in the form of cash in the amount of up to 100% of his base salary at the discretion of the CEO and the Board of Directors. Following expiration of the initial five-year term, the Musick Agreement renews in one-year periods unless either Dr. Musick or the Company gives notice that the agreement will not be renewed with a 90-day notice. In the event of a change in control, termination of his employment by the Company without cause or termination by Dr. Musick with good reason, the Company would be obligated to pay him certain severance payments.

2928

NOTE 10 – RELATED PARTY TRANSACTIONS

Accounts Receivable and Revenues

Dr. Zamora, former CEO and 3029% stockholder, is also a customer of the Company in his capacity as a practicing physician. As of ~~July~~January 31, ~~2025~~ 2026 and October 31, ~~2024~~2025, Dr. Zamora owed the Company $152,~~750~~250 and $02,250, respectively. During the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, Dr. Zamora accounted for $~~13,500~~0 and $3115,~~500,~~750 ~~and $1,800 and $18,000~~ in product sales, respectively. These sales amounts were 2% ~~and 2~~0%, and 14% ~~and 1% of total sales~~, respectively, for the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025.

Accounts Payable and Other Accrued Liabilities

The spouse of the Company’s Chief Science Officer, through an entity she controls, leases office and lab space to the Company. As of ~~July~~January 31, ~~2025~~2026 and October 31, ~~2024~~2025, the Company owes this entity $0 and $0, respectively, in past due rent. The rental rates charged to the Company are $5,645 per month, with no escalators, and the lease runs through June of 2030.

As of ~~July~~January 31, 2026 and October 31, 2025, the Company owed the Company’s CEO $22,610 in travel expense reimbursements and $970,000 in accrued, but unpaid, bonuses.

~~Convertible~~NOTE ~~Notes,~~11 ~~Debt~~– ~~Discount~~SEGMENT ~~and Accrued Interest~~INFORMATION

~~The~~We ~~principal~~manage ~~balance~~our ~~outstanding~~business activities on ~~the~~a ~~2021~~consolidated ~~Series~~basis ~~Convertible~~and ~~note~~operate toas a single ~~note~~operating ~~holder~~segment ~~amounted~~dedicated to $0developing and ~~$480,000 as of July 31,~~marketing ~~2025~~products ~~and~~for ~~October~~various ~~31,~~medical ~~2024, respectively~~conditions. ~~During~~We ~~the~~derive ~~three~~our ~~and~~revenue ~~nine~~from ~~months~~product ~~ended~~sales ~~July~~of ~~31, 2025 and 2024,~~ the ~~Company~~AlloRx™ ~~recorded $0~~ and ~~$7,259, and~~AlloEx ~~$6,049~~product ~~and $18,016, respectively, in interest expense related to these notes~~lines. ~~As of July 31, 2025 and October 31, 2024, accrued,~~The ~~but~~accounting ~~unpaid,~~policies ~~interest~~of ~~on these notes was $0 and $81,679, respectively. On January 8, 2025,~~ the ~~Company~~segment ~~and~~are the ~~note~~same ~~holder~~as ~~renegotiated this~~those ~~note~~described ~~down~~in toNote a1 ~~total~~– ~~due~~Nature of ~~$225,000.~~Organization ~~This~~and ~~note~~Summary ~~was~~of ~~fully~~Significant Accounting ~~paid on April 30, 2025~~Policies.

~~NOTE~~Our 11Chief –Operating ~~SUBSEQUENT~~Decision ~~EVENTS~~Maker (“CODM”) is our Chief Executive Officer, Chris Furman. The CODM uses net loss, as reported in our consolidated statements of operations, in evaluating the performance of the segment and determining how to allocate our resources as a whole. The CODM does not review assets in evaluating the results of the segment, and therefore, such information is not presented.

OnThe ~~August~~following ~~19,~~table ~~2025,~~presents the ~~Company~~operating ~~received~~results ~~an additional investment~~ of ~~$400,000 in~~ the ~~Company’s A-1 Preferred Stock for 20,000 A-1 Preferred shares.~~segment:

30 SCHEDULE OF OPERATING RESULTS OF THE SEGMENT

	Three Months Ended January 31, 2026			Three Months Ended January 31, 2025
Revenues	$	529,417		$	449,874
Less Significant Segment Expenses:
Cost of Sales		(117,463	)		(93,092	)
Total Compensation and Benefits Cost		(443,527	)		(425,217	)
Research and Development		(169,221	)		(73,883	)
Impairment Expense		(99,700	)		-
All Other Operating Expenses (Excluding Depreciation, Amortization and Stock Based Compensation) (a)		(583,195	)		(1,249,913	)
Other Segment Items:
Depreciation, Amortization and Stock-Based Compensation		(308,253	)		(453,287	)
Interest Expense		(502,730	)		(103,693	)
Other Income (Expense), Net		587,704			(885,451	)

Consolidated Net Loss	$	(1,106,968	)	$	(2,834,662	)

(a)

All other operating expenses included in consolidated net loss include professional fees, lease expenses, insurance costs, travel and entertainment expenses, and all other selling, general and administrative expenses.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

In the following discussion, “Vitro”.,” the “Company,” “we,” “our,” and “us” refer to Vitro BioPharma, Inc., and its subsidiaries, as the context requires.

The following discussion analyzes our operating results for the three ~~and nine~~ months ended ~~July~~January 31, ~~2025~~2026 and compares those results to the three a ~~and nine~~ months ended ~~July~~January 31, ~~2024~~2025. The discussion below also analyzes our liquidity and capital resources as of ~~July~~January 31, ~~2025~~ 2026 and material changes in those resources since the October 31, ~~2024~~2025. We suggest that you read the following information in conjunction with our unaudited consolidated financial statements for the three ~~and nine~~ months ~~July~~ended January 31, ~~2025~~2026 and ~~2024~~2025 contained elsewhere in this Report and our audited consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K. Further, we encourage you to review the Special Note Regarding Forward-Looking Statements.

Overview

We are an innovative biotechnology company targeting autoimmune diseases and inflammatory disorders, with an ancillary focus in the research services and cosmeceutical fields. With respect to our regenerative medicine business, we are developing novel cellular therapeutic candidates intended to address significant unmet medical needs. In the United States, we are authorized to conduct two clinical trials under two FDA IND applications to assess the safety and efficacy of AlloRx Stem Cell therapy in PTHS and Long COVID and expect to commence those trials in ~~late~~ 2025 pending receipt of sufficient working capital. We generate revenue from our other technologies through a number of ~~other~~ other activities, including through the sale of our stem cell products as well as cosmeceuticals through InfiniVive MD, our wholly-owned subsidiary, which helps to alleviate our expenses.

Components of Operating Results

Revenue

We generate revenue primarily from our proprietary products and technologies, including through supplying AlloRx Stem Cells, CAFs, native fibroblasts and other stem cell products and technologies developed by us.

InOur ~~addition,~~acquisition ~~our acquisitions~~ of InfiniVive MD, ~~and~~in ~~to a lesser extent~~2021, ~~Fitore,~~provides ~~provide~~ us with revenue through sales of topical cosmetic conditioned media and exosomes serums ~~through InfiniVive MD and sales of dietary supplements, nutraceuticals and health products through Fitore~~. However, we expect that sales of Fitore products in the future will be limited, as we are currently selling such products solely from remaining inventory and with minimal marketing efforts, and do not anticipate manufacturing any additional Fitore products in the foreseeable future or at all. We also terminated the chief executive officer and all other employees of Fitore as of June 2022.

Selling, General and Administrative Expenses

Selling, General and Administrative (“SG&A”) expenses consist of salaries and other related costs, stock-based compensation, legal fees relating to corporate matters, other professional fees for accounting, auditing, tax and consulting services, insurance costs, travel expenses, and facility-related expenses.

We expect that our SG&A expenses will increase in the future as we expect to increase our headcount to support increased research and development activities relating to our clinical programs. We also expect to incur increased SG&A expenses associated with being a public company, including costs of accounting, audit, legal, regulatory and tax-related services associated with maintaining compliance with stock exchange and SEC requirements, director and officer insurance costs, and investor and public relations costs.

3130

Research and Development Expenses

All our research and development expenses to date have been incurred in connection with the discovery and development of our research products and product candidates. We expect our research and development expenses to increase significantly for the foreseeable future when we commence clinical trials and advance the pre-clinical and clinical development of our programs, including the conduct of our planned clinical trials.

Research and development expenses consist of personnel-related costs, including salaries, benefits, and non-cash stock-based compensation, external research and development expenses incurred under arrangements with third parties, laboratory supplies, costs to acquire and license technologies aligned with our goal of translating engineered cells to medicines, facility and other allocated expenses, including rent, depreciation, and allocated overhead costs, and other research and development expenses. Where appropriate, we will allocate our third-party research and development expenses on a program-by-program basis.

The successful development of product candidates is highly uncertain and subject to numerous risks and uncertainties.

Accordingly, at this time, we cannot reasonably estimate the nature, timing or costs required to complete the remaining development of any product candidates and to obtain regulatory approval for one or more of these product candidates.

~~Interest~~Other ~~Expense~~Income and Expenses

~~Interest~~Other income/expense ~~consists~~consisted of interest expense on our outstanding debt.

Unrealized Gain (Loss) on Derivative/Warrant Liability

Unrealized Gain (Loss) on Derivative/Warrant Liability consists of mark to market gains or losses on our warrant liability.

Going Concern

Our consolidated financial statements contained in this Report have been prepared assuming that we will continue as a going concern, which contemplates the continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in our consolidated financial statements, we have an accumulated deficit as of ~~July~~January 31, ~~2025~~2026, of $4349.9 million. We incurred net losses of approximately $51.91 million and $910.9 million during the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026 and the year ended October 31, ~~2024~~2025, respectively. We used cash in operating activities of $1.81 million and $20.34 million during the ~~nine~~three months ended ~~July~~January 31, 2026 ~~2025~~ and ~~2024~~2025, respectively. We had a working capital deficit of approximately $144.25 million as of ~~July~~January 31, ~~2025~~2026. These factors raise substantial doubt about our ability to continue as a going concern.

We have commenced the execution of our long-range business plan and efforts to generate additional revenue; however, our current cash ~~position~~ position is not sufficient to support our daily operations for the next 12 months from the date of issuance of the financial statements. Our ability to continue as a going concern is dependent upon our ability to raise additional funds through debt or equity financings and our ability to further implement our business plan and generate additional revenue.

The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Results of Operations

The following table summarizes our operating results for the three months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025:

	Three Months Ended July 31,
	Three Months Ended January 31,
	2025			2024
	2026			2025
Product Sales	$	~~595~~529,~~143~~417		$	~~318~~434,~~109~~124
Product Sales, Related Parties		~~13,500~~-			115,~~800~~750
Total Revenue		~~608~~529,~~643~~417			~~319~~449,~~909~~874
Cost of Goods Sold		(69,612	)		(65,438	)
Less: Cost of Goods Sold		(117,463	)		(93,092	)
Gross Profit		~~539~~411,~~031~~954			~~254~~356,~~471~~782
Selling, General and Administrative Expenses		(1,~~309~~334,~~934~~975	)		(12,~~383~~128,~~346~~417	)
Research and Development		(~~119~~169,~~210~~221	)		(~~125~~73,~~628~~883	)
Interest Expense		(859,591	)		(1,950,925	)
Impairment Expense		(99,700	)		-
Gain on Extinguishment of Debt		-			740,724
Interest Expense		(502,730	)		(103,693	)
Unrealized Gain on Derivative/Warrant Liability		51,166			2,315,624
Gain on Forgiveness of Debt		300,000			343,938
Net Loss	$	(1,698,538	)	$	(149,080	)
Loss on Extinguishment of Debt		-			(1,235,000	)
Unrealized Gain on Derivative/Warrant Liability		287,704			5,611
Net Loss	$	(1,106,968	)	$	(2,834,662	)

3231

Net Loss

We recorded a net loss of $1,~~698~~106,~~538~~968 in the three months ended ~~July~~January 31, ~~2025~~2026, ana ~~increase~~decrease of $1,~~553~~727,~~359~~694 from the three months ended ~~July~~ January 31, ~~2024~~2025 loss of $~~149~~2,~~080~~834,662, or ~~1,042~~61%. The ~~increased~~decreased loss in the three months ended ~~July~~January 31, ~~2025~~2026 was due to a ~~gain~~decrease onin consulting ~~forgiveness~~costs ~~of debt~~from ~~and~~the ~~significant~~three ~~unrealized~~months ~~gains~~ended onJanuary ~~derivative~~31, ~~liabilities~~2025 ~~during~~and the ~~three~~loss ~~months~~on ~~ended~~extinguishment ~~July~~of ~~31,~~debt ~~2024~~ that ~~did~~occurred ~~not~~in ~~occur during~~ the three months ended ~~July~~January 31, 2025. We expect to continue reporting losses until such time, if ever, we can improve the operation of our ~~newly acquired~~ subsidiaries and/or commercialize one or more of our product candidates and generate sales sufficient to offset our operating costs and expenses and interest expenses.

Product Sales

Total revenue in the three months ended ~~July~~January 31, ~~2025~~2026, increased by $~~288~~79,~~734~~543, or 9018%, from the three months ended ~~July~~January 31, ~~2024~~2025. The increase is attributable to the factors described below. Our revenue is generated by sales of research products, sales of AlloRx Stem Cells to foreign third-party clinics and medical centers, consulting revenue and sales from our subsidiaries, InfiniVive MD and Fitore~~, there was no consulting revenue recognized in the three months ended July 31, 2025, or 2024~~.

During the three months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, research and development product sales were $8898,~~199~~955 and $72111,~~913~~667, respectively, ana ~~increase~~decrease in the three months ended ~~July~~January 31, ~~2025~~2026 of $1512,~~286~~712, or 2111%. The decrease was attributable to biopharmaceutical institutions, university research labs and clinics purchasing ~~more~~fewer CAFs and native fibroblasts in the three months ended ~~July~~January 31, 2026, which included the holiday season in 2025. CAFs and native fibroblasts are used by such institutions for stem cell research and the development of advanced immunotherapy of cancer, and our sales to such institutions are generally completed on a purchase order basis and without minimum purchase obligations. As a result, sales volumes in a particular period may fluctuate based on the number of research programs then being pursued by such institutions.

Sales of AlloRx Stem Cells to foreign third-party clinics for the three months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025 were $~~490~~384,~~960~~276 and $~~214~~283,~~839~~442 respectively, an increase of $~~276~~100,~~121~~834, or ~~129~~36%. The increase is attributable to increased sales volumes, as third-party clinics for which we supply AlloRx Stem Cells treated significantly more patients during the three months ended January 31, 2026. We expect AlloRx Stem Cell sales internationally to increase over the next year as these products expand into additional foreign third-party clinics and medical centers and our current foreign third-party clinics and medical center customers increase their total monthly patients as international travel continues to pick back up.

Product Sales – Related Parties

Product sales to related parties are sales to the medical practice of Dr. Zamora, our former Chief Executive Officer. Such sales for the three months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025, were $~~13,500~~0 and $115,~~800~~750, respectively.

Cost of Goods Sold

Our cost of goods sold during the three months ended ~~July~~January 31, ~~2025~~2026 totaled $69117,~~612~~463 compared to $6593,~~438~~092 during the three months ended ~~July~~ January 31, ~~2024~~2025, an increase of $424,~~174~~371, or 626%, resulting in gross profit of $~~539~~411,~~031~~954 and $~~254~~356,~~471~~782 for the three months ended ~~July~~ January 31, ~~2025~~2026 and ~~2024~~ 2025, respectively. The gross profit percentages for the three months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025 were 8978% and 8079%, respectively. Cost of goods sold, ~~increased~~as a percentage of product sales remained generally consistent for the three months ended ~~July~~January 31, 2026 ~~2025~~ and ~~2024~~2025. ~~due~~The tooverall ~~higher~~increase ~~sales~~in ofgross ~~product~~profit ~~during~~in the three months ended ~~July~~ January 31, ~~2025~~2026 was attributable to an increase in revenue from product sales, as discussed above under “Product Sales.”

3332

Selling, General and Administrative Expenses

SG&A expenses decreased from $12,~~383~~128,~~346~~417 in the three months ended ~~July~~January 31, ~~2024~~2025, to $1,~~309~~334,~~934~~975 in the three months ended ~~July~~January 31, ~~2025~~2026. ~~This~~ This decrease of $73793,~~412~~442 or 537% was primarily due to a reduction in ~~depreciation expense of $26,748 and a reduction in~~ consulting ~~and legal~~ fees of $52597,~~092.~~853

Research and Development

Research and development expenses for the three months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025 were $~~119~~169,~~210~~221 and $~~125~~73,~~628~~883, respectively, aan ~~decrease~~increase of $695,~~418~~338, or 5129%, as the Company continues working to identify additional indications for the study of AlloRx Stem Cell therapy and ~~AlloEx~~to prepare ~~exosome~~AlloRx Stem Cell therapy for future Phase 1/2a clinical trials for PTHS and Long COVID which have been authorized by the FDA. In the three months ended January 31, 2026, the Company primarily continued its efforts to prepare AlloRx Stem Cell therapy and its regenerative aesthetics products through InfiniVive MD for future clinical trials. In the three months ended January 31, 2025, the Company had had more available funds and completed more research work during the period.

Impairment Expense

Impairment expense for the three months ended January 31, 2026, was $99,700. This expense is due to a failed production batch of AlloRx. There was no impairment expense recorded in the three months ended January 31, 2025.

Interest Expense

Interest expense for the three months ended ~~July~~January 31, ~~2025~~2026, was $~~859~~502,~~591~~730, aan ~~decrease~~increase of $1399,~~091~~037 or 385%,~~334~~ from the interest expense for the three months ended ~~July~~January 31, ~~2024~~2025, of $1103,~~950,925~~693. This ~~decrease~~increase is ~~primarily~~ due to debt discount accretion ~~reductions~~costs related to the ~~2024~~ 2025 Senior Secured ~~Notes,~~ ~~since all of the 2024 notes had reached maturity during 2024~~Notes. ~~The interest expense related to the remaining debt on our balance sheet of approximately $11.6 million is expected to be all non-cash.~~

Gain on Extinguishment of Debt

During the three months ended July 31, 2024, the Company extinguished certain debt and issued a new debt instrument in its place. The transactions resulted in a gain on extinguishment of debt of $740,724. There was no comparable gain during the three months ended July 31, 2025.

Unrealized Gain on Derivative/Warrant Liability

During the years ended October 31, 2024 and 2023, we issued 8% Convertible Notes and Senior Secured Notes in the aggregate principal amount of $6,436,350. In February and April of 2025, we issued 2025 Series Senior Secured Notes in the aggregate principal amount of $6,687,500. In May of 2025, we issued 2025 Series Senior Secured Notes in the aggregate principal amount of $406,250. In connection with these notes, the Company recognized a Derivative/Warrant liability. As of July 31, 2025 and 2024, this liability was marked to market, resulting in an unrealized gain (loss) during the three months ended July 31, 2025 and 2024 of $51,166 and $2,315,624, respectively.

The following table summarizes our operating results for the nine months ended July 31, 2025 and 2024:

	Nine Months Ended July 31,
	2025			2024
Product Sales	$	1,538,601		$	1,299,056
Product Sales, Related Parties		31,500			18,000
Total Revenue		1,570,101			1,317,056
Cost of Goods Sold		(297,531	)		(244,802	)
Gross Profit		1,272,570			1,072,254
Selling, General and Administrative Expenses		(4,674,989	)		(5,068,793	)
Research and Development		(415,524	)		(421,552	)
Write-off of Offering Costs		-			(2,656,962	)
Interest Expense		(1,359,244	)		(4,282,853	)
Gain on Forgiveness of Debt		343,938			-
Gain (Loss) on Extinguishment of Debt		(1,235,000	)		740,724
Unrealized Gain on Derivative/Warrant Liability		56,263			2,779,997
Net Loss	$	(6,011,986	)	$	(7,837,185	)

Net Loss

We recorded a net loss of $6,011,986 in the nine months ended July 31, 2025, a decrease of $1,825,199 from the nine months ended July 31, 2024, loss of $7,837,185, or 23%. The decreased loss in the nine months ended July 31, 2025 was due to a write-off of offering costs and accretion on the 2024 Senior Secured Notes that occurred in the nine months ended July 31, 2024 offset by a loss on extinguishment of debt during the nine months ended July 31, 2025. We expect to continue reporting losses until such time, if ever, we can improve the operation of our newly acquired subsidiaries and/or commercialize one or more of our product candidates and generate sales sufficient to offset our operating costs and expenses and interest expenses.

Product Sales

Total revenue in the nine months ended July 31, 2025, increased by $253,045, or 19%, from the nine months ended July 31, 2024. The increase is attributable to the factors described below. Our revenue is generated by sales of research products, sales of AlloRx Stem Cells to foreign third-party clinics and medical centers, consulting revenue and sales from our subsidiaries, InfiniVive MD and Fitore.

During the nine months ended July 31, 2025 and 2024, research and development product sales were $355,238 and $322,870, respectively, an increase in the nine months ended July 31, 2025 of $32,368, or 10%. The increase was attributable to biopharmaceutical institutions, university research labs and clinics purchasing moreCAFs and native fibroblasts in the nine months ended July 31, 2025. CAFs and native fibroblasts are used by such institutions for stem cell research and the development of advanced immunotherapy of cancer, and our sales to such institutions are generally completed on a purchase order basis and without minimum purchase obligations. As a result, sales volumes in a particular period may fluctuate based on the number of research programs then being pursued by such institutions.

Sales of AlloRx Stem Cells to foreign third-party clinics for the nine months ended July 31, 2025 and 2024 were $1,113,085 and $870,712 respectively, an increase of $242,373, or 28%. We expect AlloRx Stem Cell sales internationally to increase over the next year as these products expand into additional foreign third-party clinics and medical centers and our current foreign third-party clinics and medical center customers increase their total monthly patients as international travel continues to pick back up.

Product Sales – Related Parties

Product sales to related parties are sales to the medical practice of Dr. Zamora, our former Chief Executive Officer. Such sales for the nine months ended July 31, 2025 and 2024, were $31,500 and $18,000, respectively.

Cost of Goods Sold

Our cost of goods sold during the nine months ended July 31, 2025 totaled $297,531 compared to $244,802 during the nine months ended July 31, 2024, an increase of $52,729, or 22%, resulting in gross profit of $1,272,570 and $1,072,254 for the nine months ended July 31, 2025 and 2024, respectively. The gross profit percentages for the nine months ended July 31, 2025 and 2024 were 81% and 81%, respectively. Cost of goods sold increased for the nine months ended July 31, 2025 and 2024 due to higher sales of product during the nine months ended July 31, 2025.

Selling, General and Administrative Expenses

SG&A expenses decreased from $5,068,793 in the nine months ended July 31, 2024, to $4,674,989 in the nine months ended July 31, 2025. This decrease of $393,804 or 8% was primarily due to a reduction in consulting fees of $537,024 offset partially by an increase in legal fees of $125,609.

Research and Development

Research and development expenses for the nine months ended July 31, 2025 and 2024 were $415,524 and $421,552, respectively, a decrease of $6,028, or 1%, as the Company continues working to identify additional indications for the study of AlloRx Stem Cell therapy and AlloEx exosome therapy.

Writeoff of Offering Cost

During the nine months ended July 31, 2024, the Company recorded as expense $2,656,962 related to the write off of previously capitalized Deferred Offering Costs. The write off of the deferred costs was related to efforts at an initial public offering that has been abandoned by the Company. There was no comparable expense recorded during the nine months ended July 31, 2025.

Interest Expense

Interest expense for the nine months ended July 31, 2025, was $1,359,244, a decrease of $2,921,903, or 68%, from the interest expense for the nine months ended July 31, 2024 of $4,282,853. This decrease is primarily due to debt discount accretion reductions related to the 2024 Senior Secured Notes, since all of the 2024 notes had reached maturity during 2024. The interest expense related to the remaining debt on our balance sheet of approximately $11.6 million is expected to be all non-cash.

Gain on Forgiveness of Debt

During the three months ended January 31, 2026, the Company negotiated a vendor credit of $300,000 against open accounts payable. During the ~~nine~~three months ended ~~July~~January 31, 2025, the Company negotiated a settlement of the 2021 Series Convertible Notes Payable, whereby the ~~Company~~ Company would pay a total of $225,000 over a four month period ending May 1, 2025. The remaining principal balance of $255,000 and all ~~accrued~~ accrued interest totaling $88,938, have been forgiven. The transactions resulted in a gain on forgiveness of debt of $343,938. ~~There were no comparable transactions during the nine months ended July 31, 2024.~~

Loss on Extinguishment of Debt

During the ~~nine~~three months ended ~~July~~January 31, 2025, the Company negotiated an extension to the July Series 2024 Target note in return for $245,000 in additional principal and pre-funded warrants valued at $990,000, creating the loss on extinguishment of debt of $1,235,000. ~~During the nine months~~There ~~ended~~were ~~July~~no ~~31,~~similar ~~2024, the Company extinguished certain debt and issued a new debt instrument in its place. The~~ transactions ~~resulted~~during ~~in a~~the ~~gain~~three onmonths ~~extinguishment~~ended ofJanuary ~~debt of $740~~31,~~724~~ 2026.

Unrealized Gain on Derivative/Warrant Liability

During the years ended October 31, 2005, 2024 and 2023, we issued 8% Convertible Notes and Senior Secured Notes ~~in the aggregate principal amount of $6,436,350~~. In February and April of 2025, we issued 2025 Series Senior Secured Notes in the aggregate principal amount of $6,687,500. In May of 2025, we issued 2025 Series Senior Secured Notes in the aggregate principal amount of $406,250. In connection with these notes, the Company recognized a Derivative/Warrant liability. AsFor ofthe ~~July~~three months ended January 31, ~~2025~~2026 and ~~2024~~2025, this liability was marked to market, resulting in an unrealized gain during the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025 of $56287,~~263~~704 and $25,~~779~~611,~~997,~~ respectively.

Liquidity and Capital Resources

Overview

Since our inception, we have incurred significant operating losses. We expect to incur significant expenses and operating losses as we advance the preclinical and clinical development of our programs. We expect that our sales, research and development, and general and administrative costs will increase in connection with conducting additional preclinical studies and clinical trials for our current and future programs and product candidates, expanding our intellectual property portfolio, and providing general and administrative support for our operations. As a result, we will need additional capital to fund our operations for the next twelve months and beyond, which we hope to obtain from additional equity or debt financings, collaborations, licensing arrangements, or other sources.

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We currently have no credit facility or other committed sources of capital. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through other third-party funding, collaboration agreements, strategic alliances, licensing arrangements or marketing and distribution arrangements, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt ~~financing~~financings when needed, we may be required to delay, limit, reduce or terminate our drug development or future commercialization efforts or grant rights to develop and market products or product candidates that we would otherwise prefer to develop and market ourselves.

In order to continue as a going concern, as well as to meet our operational goals, we will need to obtain additional capital in both the short and long term, which we will likely obtain through a variety of means, including through public or private equity, debt financings or other sources, including up-front payments and milestone payments from strategic collaborations. To the extent that we raise additional capital through the sale of convertible debt or equity securities, the ownership interest of our stockholders will be diluted, and the terms may include liquidation or other preferences that adversely affect the rights of our stockholders. Such financing may result in dilution to stockholders, imposition of debt covenants, increased fixed payment obligations or other restrictions that may affect our business. If we raise additional funds through up-front payments or milestone payments pursuant to strategic collaborations with third parties, we may have to relinquish valuable rights to our product candidates, or grant licenses on terms that are not favorable to us. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans.

Working Capital

As of ~~July~~January 31, ~~2025~~2026, we had a working capital deficit of approximately $144.25 million, comprised of current assets of $0.69 million and ~~current~~ current liabilities of $145.94 million. The working capital deficit at ~~July~~January 31, ~~2025,~~2026 ~~increased~~decreased approximately $50.13 million, or 6%, from October 31, ~~2024~~2025, our prior fiscal year end. Cash decreased from $0.6 million as of October 31, ~~2024~~2025, to $0.25 million at ~~July~~January 31, ~~2025~~2026, a 17% decrease.

As a result of our limited working capital position as of ~~July~~January 31, ~~2025~~2026, we continue to rely on cash from outside sources to meet our ~~liquidity~~ liquidity requirements. Our need for liquidity and capital in the next 12 months include:

	●	advancing the clinical development of AlloRx Stem Cell therapy for the treatment of several indications;

	●	pursuing the preclinical and clinical development of other current and future research programs and product candidates;

	●	in-license or acquire the rights to other products, product candidates or technologies;

	●	maintain, expand and protect our intellectual property portfolio;

	●	hire additional personnel in research, manufacturing and regulatory and clinical development as well as management personnel;

	●	seek regulatory approval for any product candidates that successfully complete clinical development;

	●	expand our manufacturing capabilities;

	●	expand our operational, financial and management systems and increase personnel, including personnel to support our operations as a public company; and

	●	pay our other administrative expenses.

We may endeavor to raise additional capital through the sale of equity or debt in one or more non-public offerings. We do not anticipate commencing any clinical trials of our AlloRx Stem Cell therapy unless and until we receive substantial additional capital, as costs are estimated to be $4 million to $6 million to commence our contemplated Phase 1/2a clinical trials for PTHS and Long COVID, depending on whether we commence one or both trials.

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Our ~~significant~~working ~~contractual~~capital ~~cash~~needs ~~requirements~~beyond asthe ofnext ~~July~~12 ~~31,~~months ~~2025, primarily~~ include ~~payments~~ongoing ~~for~~general ~~operating~~ and ~~finance~~administrative ~~lease~~expenses ~~liabilities~~ and ~~principal~~research and ~~interest~~development ~~on loans. Our current and long-term obligations related to these items are outlined in “Note 6—Lease Obligations~~expenses,~~” and “Note 7—Debt,” of the Notes to our~~ ~~unaudited consolidated financial statements within this Report. Additionally, we may incur purchase obligations in~~ the ~~ordinary~~latter ~~course~~ of ~~business~~which ~~that~~ are ~~enforceable~~expected ~~and~~to ~~legally~~increase ~~binding~~if and ~~enter~~when ~~into~~we ~~enforceable~~commence ~~agreements to~~one ~~purchase goods~~ or ~~services~~more ~~that~~of ~~specify~~our ~~all~~planned ~~significant~~clinical ~~terms,~~trials. ~~including~~In ~~fixed~~addition ~~or minimum quantities~~ to beour ~~purchased~~long-term debt ~~and~~obligations, ~~fixed~~our ~~or estimated~~long-term ~~prices~~capital torequirements bealso ~~paid~~include at the ~~time~~cost of ~~settlement.~~adding Asadditional ofclean ~~July~~rooms ~~31,~~for ~~2025~~manufacturing, ~~we had payments for~~which ~~lease,~~is ~~loan~~estimated ~~and~~to ~~other~~cost ~~known~~approximately ~~contractual~~$0.3 ~~obligations~~to ~~of approximately~~ $111.80 million, ofdepending ~~which~~on ~~approximately~~the ~~$9.9~~amount ~~million~~of ~~are~~anticipated ~~payable~~production ~~within 12~~increase, ~~months~~available ascapital and ofmanufacturing ~~July~~demands ~~31,~~at ~~2025~~that time.

Our working capital needs beyond the next 12 months include ongoing general and administrative expenses and research and development expenses, the latter of which are expected to increase if and when we commence one or more of our planned clinical trials. In addition to our long-term debt obligations, our long-term capital requirements also include the cost of adding additional clean rooms for manufacturing, which is estimated to cost approximately $0.3 to $0.5 million depending on the amount of anticipated production increase, available capital and manufacturing demands at that time.

Because of the numerous risks and uncertainties associated with research, development and commercialization of our product candidates, it is difficult to estimate with certainty the amount of our working capital requirements. Our future funding requirements will depend on many factors, including:

	●	the progress, costs and results of our clinical trials for our programs for our cell-based therapies;

	●	the progress, costs and results of additional research and preclinical studies in other research programs we initiate in the future;

	●	the costs and timing of process development and manufacturing scale-up activities associated with our product candidates and other programs we advance through preclinical and clinical development;

	●	our ability to establish and maintain strategic collaborations, licensing or other agreements and the financial terms of such agreements;

	●	the extent to which we in-license or acquire rights to other products, product candidates or technologies; and

	●	the costs and timing of preparing, filing and prosecuting patent applications, maintaining and protecting our intellectual property rights and defending against any intellectual property-related claims.

Cash Flows

The following table summarizes our cash flows for the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026 and ~~2024~~2025:

	Nine months ended July 31,
	Three months ended January 31,
	2025			2024
	2026			2025
Net Cash Used in Operating Activities	$	(1,~~800~~108,~~031~~396	)	$	(2428,~~282,833~~336	)
Net Cash Used in Investing Activities		(~~66,829~~158	)		(~~634~~74	)
Net Cash provided by Financing Activities		1,470,581			3,724,801
Net Cash provided by (Used in) Financing Activities		997,294			(29,226	)
Beginning Cash Balance		~~571~~604,~~360~~183			~~101~~571,~~754~~360
Ending Cash Balance	$	~~175~~492,~~081~~923		$	1113,~~543,088~~724

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Operating Activities

Net cash used in operating activities during the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026, was $1,~~800~~108,~~031~~396, compared to $2428,~~282,833~~336 during the ~~nine~~three months ended ~~July~~January 31, ~~2024~~2025, representing aan ~~decrease~~increase of $~~482~~680,~~802~~060, or 21159%., ~~The decrease in cash used in operations was~~ due, ~~in part,~~ to a significant ~~decrease~~reduction in ~~net~~accounts ~~loss for the nine months ended July 31, 2025 compared to the nine months ended July 31, 2024~~payable.

Investing Activities

Cash used in investing activities during the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026, was $~~65,519~~158 in patent costs ~~and $1,310 for acquisition of property and equipment~~ compared to $~~634~~74 in patent costs in the ~~nine~~three months ended ~~July~~January 31, ~~2024~~2025, representing an increase in cash used of $~~66,195~~84.

Financing Activities

Cash provided by financing activities during the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026, was $1997,~~470~~294,~~581,~~ while cash ~~provided~~used byin financing activities during the ~~nine~~three months ended ~~July~~January 31, ~~2024~~2025 was $329,~~724~~226,~~801.~~ ~~During~~representing ~~the~~an ~~nine~~increase ~~months~~of ~~ended July 31~~$1, ~~2025~~026,520 weor ~~issued $400~~3,~~000~~512%. inDuring ~~Series~~the ~~A-1 Convertible~~three ~~Preferred~~months ~~Stock,~~ended weJanuary ~~issued $7~~31,~~093,750~~ in 2025 ~~Series Senior Secured Convertible Notes for net proceeds of $5~~,~~675,000,~~ we ~~paid~~ ~~$4,370,000 on the 2024 Series Convertible Notes, we~~ paid $~~225~~25,000 on the ~~2021~~ 2022 Series Convertible Notes and made capital lease principal payments of $94,~~419~~226. During the ~~nine~~three months ended ~~July~~January 31, ~~2024~~2026, we issued $41,~~718~~000,~~750~~000 in ~~2024~~ Series ~~Senior~~A-1 ~~Secured~~Preferred ~~Convertible~~Stock ~~Notes~~ and ~~common stock purchase warrants for net proceeds of $3,775,000 million and~~ made capital lease principal payments of $502,~~199~~706.

Critical Accounting Estimates

Our management’s discussion and analysis of our financial condition and results of operations are based on our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, and expenses, and the disclosure of contingent assets and liabilities in our consolidated financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to stock-based awards and Goodwill and Other Intangible Assets. We base our estimates on historical experience, known trends and events, and various other factors that we believe to be 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 these estimates under different assumptions or conditions.

Of our policies, we consider the following the most critical to an understanding of our consolidated financial statements as they require the application of the most subjective and complex judgment, involving critical accounting estimates and assumptions impacting our consolidated financial statements. We have applied our policies and critical accounting estimates consistently across our businesses.

Intangibles

Most of our identifiable intangible assets were recognized as part of business combinations we have executed in prior periods. Our identifiable intangible assets are considered definite life intangible assets and are comprised of, trademarks and trade names, customer relationships and patents. Definite life intangible assets are amortized using the straight-line method over their estimated period of useful life.

Our determination of the fair value of the intangible assets acquired involves the use of significant estimates and assumptions. We believe that the fair value assigned to the assets are based on reasonable assumptions and estimates that a market participant would use. Should conditions differ from management’s estimates at the time of the acquisition, including changes in volume or timing to current expectations of future revenue growth rates and forecasted margins, or changes in market factors outside of our control, such as discount rates, material write-downs of intangible assets may be required, which would adversely affect our operating results.

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We monitor events and changes in circumstances that could indicate carrying amounts of intangible assets may not be recoverable. We review the carrying amounts of our intangible assets for potential impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment indicators may include any significant changes in the manner of our use of the assets or the strategy of our overall business, certain reorganization initiatives, significant negative industry or economic trends and significant decline in our share price for a sustained period.

When such events or changes in circumstances occur, we compare the carrying amounts of the asset or assets groups with their respective estimated undiscounted future cash flows. If the asset or assets group are determined to be impaired, an impairment charge is recorded in the amount by which the carrying amount of the asset or assets group exceed their fair value.

As of October 31, 2024, we impaired $196,595 of the InfiniVive intangible assets, leaving a balance of $601,887. The amount was impaired because the carrying value of the intangibles was not supported by future cash flows. As of October 31, 2024 and 2023, we impaired $49,431 and $234,795 of the Fitore intangible assets, leaving a balance of $0 in Fitore. The amounts were impaired because the carrying value of the intangibles was not supported by future cash flows. There was no impairment of intangibles in the three and nine months ended July 31, 2025 and 2024.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements that can involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Report, including statements regarding our future results of operations and financial position, business strategy, prospective products, product approvals, research and development costs, future revenue, timing and likelihood of success, plans and objectives of management for future operations, future results of anticipated products and prospects, plans and objectives of management are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements contained in this Report include, but are not limited to, statements about:

● the ability of our clinical trials to demonstrate safety and efficacy of our product candidates, and other positive results; ● the timing of commencement and focus of our ongoing and future preclinical studies and clinical trials, and the reporting of data from those studies and trials; ● our expectations with regard to the results of our clinical studies, preclinical studies and research and development programs, including the timing for enrollment and the timing and availability of data from such studies; ● the size of the market opportunity for our product candidates, including our estimates of the number of patients who suffer from the diseases we are targeting; ● our expectations with regard to the timing of submission of an amended request for orphan drug designation (“ODD”) and the eligibility of Pitt-Hopkins or any other indications to qualify for ODD or any other regulatory incentives; ● our expectations with respect to entry into clinical trial agreements and other agreements with contract research organizations (“CROs”), potential collaborators and clinical trial sites for our preclinical studies and clinical trials; ● our ability to acquire, discover, develop and advance product candidates into, and successfully complete, clinical trials; ● developments and projections relating to our competitors and our industry and the success of competing therapies that are or may become available; ● the beneficial characteristics, safety, efficacy and therapeutic effects of our product candidates; ● our ability to obtain and maintain regulatory approval of our product candidates; ● our plans relating to the further development and commercialization of our product candidates, including additional disease states or indications we may pursue;

4037

● our ability to acquire, discover, develop and advance product candidates into, and successfully complete, clinical trials; ● developments and projections relating to our competitors and our industry and the success of competing therapies that are or may become available; ● the beneficial characteristics, safety, efficacy and therapeutic effects of our product candidates; ● our ability to obtain and maintain regulatory approval of our product candidates; ● our plans relating to the further development and commercialization of our product candidates, including additional disease states or indications we may pursue; ● our expectations regarding future sales of our other products, including MSC-Gro, and future consulting revenues; ● our expectations regarding our ability to renew our agreement with European Wellness and to collect amounts believed to be owed to us for work already completed under our JOA with European Wellness, which expired on July 31, 2023; ● the potential effects of public health crises, such as the COVID-19 pandemic, on our preclinical and clinical programs and business; ● existing regulations and regulatory developments in the United States and other jurisdictions; ● our plans and ability to obtain or protect intellectual property rights, including extensions of existing patent terms where available and our ability to avoid infringing the intellectual property rights of others; ● our ability to effectively manage our growth, including the need to hire additional personnel and our ability to attract, recruit and retain such personnel, and maintain our culture; ● our ability to fund the acquisition of fully automated closed system bioprocessing and other equipment and for the development of a new current Good Manufacturing Practices compliant manufacturing facility we expect to lease; ● our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; ● our plans and ability to obtain funding for our operations, including funding necessary to develop, manufacture and commercialize our product candidates, and to continue as a going concern; ● the performance of our third-party suppliers, CROs and manufacturers; ● our financial performance; and ● the period over which we estimate our existing cash will be sufficient to fund our future operating expenses and capital expenditure requirements.

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or development. These forward-looking statements speak only as of the date of this Report and are subject to a number of risks, uncertainties and assumptions described in the section titled “Risk Factors” in our Form 10-K. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events or otherwise.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information required under this item.

ITEM 4. Controls and Procedures

Disclosure Controls and Procedures

We maintain a system of controls and procedures designed to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (“Exchange Act”), is recorded, processed, summarized and reported, within time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. As of ~~July~~ January 31, ~~2025~~ 2026, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management has ~~evaluated~~ evaluated the effectiveness of our disclosure controls and procedures. Based on that evaluation, the Chief Executive Officer and Chief ~~Financial~~ Financial Officer concluded that our disclosure controls and procedures were not effective due to ineffective internal control over financial reporting.

Changes In Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the ~~nine~~three months ended ~~July~~January 31, ~~2025~~2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings.

From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. However, to our knowledge, except as set forth below, no legal proceedings, government actions, administrative actions, investigations, or claims are currently pending or threatened against us or our officers and directors in which we are adverse. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

ITEM 1A. Risk Factors.

There are many risks inherent in our business. Factors that could materially adversely affect our business, financial condition, operating results or liquidity, and the trading price of our common stock are described under Item 1A, Risk Factors, of the Form 10-K filed with the SEC on ~~January~~February 2813, ~~2025~~2026. There have been no material changes regarding risk factors since that date:

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None required to be reported.

ITEM 3. Defaults Upon Senior Securities

None.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

None.

ITEM 6. Exhibits [ADD EXHIBITS AS NECESSARY FOR 8-Ks]

The following exhibits are filed, furnished or incorporated by reference with this report:

Exhibit Number		Exhibit Description
10.1		Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the period ended January 31, 2025, filed with the SEC on March 20, 2025)
10.2		Form of Senior Secured Convertible Note(incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the period ended January 31, 2025, filed with the SEC on March 20, 2025)
10.3		Form of Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the period ended January 31, 2025, filed with the SEC on March 20, 2025)
10.4		Form of Security Agreement(incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the period ended January 31, 2025, filed with the SEC on March 20, 2025)
10.5		Form of Registration Rights Agreement(incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the period ended January 31, 2025, filed with the SEC on March 20, 2025)
10.6		Form of Subscription Agreement for Private Placement of Preferred A-1 Stock (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report for the period ended April 30, 2025, filed with the SEC on June 20, 2025)
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.
**	Furnished herewith.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	VITRO BIOPHARMA, INC.
	(Registrant)
Date: September 12, 2025	By:	/s/ Christopher Furman
Date: March 16, 2026	By:	/s/ Christopher Furman
		Christopher Furman, Chief Executive Officer
Date: September 12, 2025		/s/ Thomas W. Ohrt
Date: March 16, 2026		/s/ Thomas W. Ohrt
		Thomas W. Ohrt, Chief Financial Officer
		(Principal Financial Officer)

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Filing Compare · Vitro Biopharma, Inc.