U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

Mark One

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

For the quarterly period ended ~~November~~February 3028, ~~2025~~ 2026

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

For the transition period from ______ to _______

Commission File No. 000-56599

Exousia Bio, Inc.

(Exact name of registrant as specified in its charter)

Wyoming

(State or Other Jurisdiction of Incorporation or Organization)

37-2039216

(IRS Employer Identification Number)

7901 4th Street N #23494

St. Petersburg, Florida 33702

(Address of principal executive offices)

509-605-6533

(Registrant’s telephone number, including area code)

LAMY

(Former name or former address, if changed since last report)

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

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.0001 par value

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 shorter period that the registrant as 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 the 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 Act) Yes ☐ No ☒

As of ~~March~~June 1715, 2026, the registrant had 7352,500,000 shares of common stock issued and outstanding.

TABLE OF CONTENTS

PART 1.	FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Balance Sheets as of November 30, 2025 (Unaudited) and May 31, 2025 (Audited)	4
	Condensed Balance Sheets as of February 28, 2026 (Unaudited) and May 31, 2025 (Audited)	4
	Condensed Statements of Operations for the three months ended November 30, 2025 and 2024 (Unaudited)	5
	Condensed Statements of Operations for the three and nine months ended February 28, 2026 and 2025 (Unaudited)	5
	Statement of Stockholders' Equity for three months ended November 30, 2025 and 2024 (Unaudited)	6
	Statement of Stockholders' Equity for three and nine months ended February 28, 2026 and 2025 (Unaudited)	6
	Condensed Statements of Cash Flows for the three months ended November 30, 2025 and 2024 (Unaudited)	7
	Condensed Statements of Cash Flows for the three and nine months ended February 28, 2026 and 2025 (Unaudited)	7
	Notes to Condensed Financial Statements (Unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1714
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	24
	Signatures	25

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

EXOUSIA BIO, INC.

(formerly L A M Y)

UNAUDITED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ~~ENDED~~ ~~NOVEMBER~~ENDED 30FEBRUARY 28, ~~2025~~2026

INDEX TO UNAUDITED FINANCIAL STATEMENTS

Balance Sheets as at November 30, 2025 (Unaudited) and May 31, 2025 (Audited)	4
Balance Sheets as at February 28, 2026 (Unaudited) and May 31, 2025 (Audited)	4
Statements of Operations for Three and Six Months ended November 30, 2025 and 2024 (Unaudited)	5
Statements of Operations for Three and Nine Months Ended February 28, 2026 and 2025 (Unaudited)	5
Statements of Stockholders’ Equity for Six Months Ended November 30, 2025 and 2024 (Unaudited)	6
Statements of Stockholders’ Equity for Nine Months Ended February 28, 2026 and 2025 (Unaudited)	6
Statements of Cash Flows for Six Months Ended November 30, 2025 and 2024 (Unaudited)	7
Statements of Cash Flows for Nine Months Ended February 28, 2026 and 2025 (Unaudited)	7
Notes to the Unaudited Financial Statements	8

EXOUSIA BIO, INC.

(formerly L A M Y)

BALANCE SHEETS

	November 30, 2025			May 31, 2025
	February 28, 2026			May 31, 2025
	(Unaudited)			(Audited)
ASSETS
Current Assets
Cash & cash equivalents	$	–		$	–
Accounts receivable		–			–
Interest receivable		–			–
Total current assets		–			–
Non-current assets
Intangibles (net)		–			–
Equipment (net)		670			–
Other Assets (Exousia AI)		22,050,000			–
Total Non-current Assets		22,050,670			–
TOTAL ASSETS	$	22,050,670		$	–
LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT)
Current Liabilities
Due to related party	$	8,831		$	–
Advances from related parties		38,850			–
Accounts Payable		212,302			–
Other Current Liabilities		1,040			–
Total current liabilities		261,023			–
Non-Current Liabilities
Loans from related parties		–			–
Note payable – related party		–			–
Note payable – others		–			–
Accrued Interest		–			–
Total non-current liabilities		–			–
Total Liabilities		261,023			–
Stockholders’ Equity (Deficit)
Common stock, $0.0001 par value, 75,000,000 shares authorized; 70,000,000 & 7,777,000 shares issued and outstanding as of November 30, 2025, and May 31, 2025, respectively		7,000			778
Common stock, $0.0001 par value, 100,000,000 shares authorized; 70,000,000 & 7,777,000 shares issued and outstanding as of February 2026, and May 31, 2025, respectively		7,350			778
Additional Paid-In-Capital		22,071,270			30,992
Preferred Series X		–			–
Additional Paid-In-Capital		22,070,920			30,992
Accumulated Deficit		(288,623	)		(31,770	)
Total Stockholders’ equity (deficit)		21,789,647			–
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	22,050,670		$	–

The accompanying notes are an integral part of these unaudited financial statements.

EXOUSIA BIO, INC.

(formerly L A M Y)

STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended 11/30/2025			Three Months Ended 11/30/2024		Six Months Ended 11/30/2025			Six Months Ended 11/30/2024
	Three Months Ended 02/28/2026			Three Months Ended 02/28/25		Nine Months Ended 02/28/26			Nine Months Ended 02/28/25
Revenue	$	–		$	–	$	–		$	3,750
Cost of Goods Sold		62,108			–		62,108			–
Gross Profit		(62,108	)		–		(62,108	)		3,750
Operating Expenses
Advertising and promotion		–			–		2,996			–
Dues and subscriptions		–			–		568			–
Office supplies		1,317			–		1,317			–
Delivery		64			–		64			–
Transfer agent		1,490			–		1,490			–
OTC Markets fees		–			–		7,500			–
Professional fees		10,600			–		31,350			–
Research and development		161,426			–		161,426			–
General and administrative expenses		–			6,981		–			10,632
Total Operating expenses		174,897			6,981		206,711			10,632
Net income (loss) from operations		(237,005	)		6,981		(268,818	)		(6,882	)
Other Income (Expense)
Other income		–			87,110		–			87,541
Gain on acquisition		217,922			–		217,922			–
Total Other Income (Expense)		217,922			87,110		217,922			87,541
Income (loss) before provision for income taxes		(19,083	)		80,129		(50,897	)		80,659
Provision for income taxes		–			–		–			–
Net income (Loss)	$	(19,083	)	$	80,129	$	(50,897	)	$	80,659
Income (loss) per common share: Basic and diluted	$	(0.00	)	$	0.01	$	(0.00	)	$	0.00
Weighted Average Number of Common Shares Outstanding: Basic and diluted		16,764,767			7,777,000		12,270,883			7,000,000

The accompanying notes are an integral part of these unaudited financial statements.

EXOUSIA BIO, INC.

(formerly L A M Y)

STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE ~~SIX~~NINE MONTHS ENDED ~~NOVEMBER~~FEBRUARY 3028, ~~2025~~ 2026 AND ~~2024~~2025

(UNAUDITED)

	Number of Common Shares		Amount ($)		Additional Paid-In-Capital ($)			Accumulated Deficit ($)			Total ($)
Balance at May 31, 2024		7,777,000		778		27,492			(83,165	)		(54,895	)
Adjustment attributable to acquisition		–		–		–			910			910
Net income (loss)		–		–		–			80,659			80,659
Balance at November 30, 2024		7,777,000		778		27,492			(3,416	)		24,854
Balance at February 28, 2025		7,777,000		778		27,492			(3,416	)		24,854
Balance at May 31, 2025		7,777,000		778		30,992			(31,770	)		–
Additional paid-in capital		–		–		(3,500	)		–			(3,500	)
Common stock issued in acquisition		62,223,000		6,222		22,043,778			–			22,050,000
Common stock issued consulting fee		3,500,000		350		–			–			–
Adjustment attributable to acquisition		–		–		–			(205,956	)		(205,956	)
Net income (loss)		–		–		–			(50,897	)		(50,897	)
Balance at November 30, 2025		70,000,000		7,000		22,071,270			288,623			21,789,647
Balance at February 28, 2026		73,500,000		7,350		22,070,920			(288,623	)		21,789,647

The accompanying notes are an integral part of these unaudited financial statements.

EXOUSIA BIO, INC.

(formerly L A M Y)

STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Months Ended November 30, 2025			Six Months Ended November 30, 2024
	Nine Months Ended February 28, 2026			Nine Months Ended February 28, 2025
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(50,897	)	$	80,659
Adjustment as of non-cash items:
Due to Related Party		4,881			–
Due to Shareholder		38,850			–
Loan		1490			–
Depreciation		568			2,519
Amortization		–			4,833
Changes in operating assets and liabilities:
Increase in accrued accounts receivable		–			(3,750	)
Account payable and accrued expenses		181,734			2,277
Advances from related parties		–			–
Net cash provided by (used in) Operating activities		176,626			86,538
CASH FLOWS FROM INVESTING ACTIVITIES
Equipment, net		(670	)		–
Exousia Bio		(22,050,000	)		–
Intangibles, net		–			–
Net cash provided by (used in) Investing activities		(22,050,670	)		–
CASH FLOWS FROM FINANCING ACTIVITIES
Additional Paid-in Capital		21,987,777			–
Proceeds from note payable – others		–			–
Proceeds from debt forgiveness – related party		–			(86,538	)
Gain from Acquisition		(175,957	)		–
Common Stock		62,223			–
Accrued interest		–			–
Net cash provided by Financing activities		21,874,043			(86,538	)
Increase (decrease) in cash and equivalents		–			–
Cash and equivalents at beginning of the period		–			1,028
Cash and equivalents at end of the period	$	–		$	1,028
Supplemental cash flow information:
Cash paid for:
Interest	$	–		$	–
Taxes	$	–		$	–
Non-cash investing and financing activities:
Proceeds of loan from related party in exchange of asset	$	–		$	–
Proceeds from note payable against acquisition of intangibles	$	–		$	–

The accompanying notes are an integral part of these unaudited financial statements.

EXOUSIA BIO, INC.

(formerly L A M Y)

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

FOR ~~SIX~~NINE MONTHS ENDED ~~NOVEMBER~~February 3028, ~~2025~~2026

NOTE 1 – ORGANIZATION AND BUSINESS

LAMY (the “Company”) is a corporation established under the corporation laws in the State of Wyoming on January 31, 2022. From inception through November 17, 2025, the Company sought to develop a successful business through provision of financial knowledge and resource management to the youngsters through an educational platform and, chiefly, an immersive video game called TwoPlus1®. However, effective with the November 2017, 2025, acquisition of Exousia Ai, Inc., a Florida corporation (“Exousia AI”), the Company’s business pursuit changed to that of Exousia AI, to wit: Exousia AI is a clinical stage biotechnology company developing new ways to exploit the therapeutic potential of exosomes, initially focused in the field of oncology.

Effective November 17, 2025, there occurred a change in control of the Company, whereby the Company’s prior management resigned and appointed a new management. See Note 10 – Changes in Control and Note 11 – Acquisition of Exousia AI – New Plan of Business.

On January 31, 2026 the Company changed its name with the State of Wyoming to Exousia Bio, Inc.

The Company has adopted a May 31 fiscal year end.

NOTE 2 – GOING CONCERN

The Company’s financial statements as of ~~November~~ 30February 28, ~~2025~~2026, have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated deficit from inception (January 31, 2022) to ~~November~~February 3028, ~~2025~~2026, of $288,623. These factors among others raise ~~substantial~~ substantial doubt about the ability of the company to continue as a going concern for a reasonable period of time.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America.

New Accounting Pronouncements

There were various accounting standards and interpretations issued recently, none of which are expected to have a material impact on our financial position, operations or cash flows.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents.

Stock-Based Compensation

As of ~~November~~February 3028, ~~2025~~2026, the Company has not issued any stock-based payments to its employees.

Stock-based compensation is accounted for at fair value in accordance with ASC 718, when applicable. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles 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 period. Actual results could differ from those estimates.

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Fair Value of Financial Instruments

ASC 825, “Disclosures about Fair Value of ~~Financial~~ Financial Instruments,” requires disclosure of fair value information about financial instruments. ASC 820, “Fair Value Measurements” defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of ~~November~~February 3028, ~~2025~~2026.

The respective carrying values of certain on-balance-sheet financial instruments approximate their fair values. These financial instruments include cash, accounts payable and related party loan payable. Fair values were assumed to approximate carrying values for these financial instruments as either they do not have any active market or are short term in nature and therefore their carrying amounts approximate fair value.

Income Taxes

Income taxes are provided in accordance with ASC No. 740, Accounting for Income Taxes. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Revenue Recognition

We adopted Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers,” and all related interpretations for recognition of our revenue from tours and services. Previously we recorded revenue based on ASC Topic 605. Adoption of new accounting standard did not have any material impact on our reported revenue.

Revenue is recognized when the following criteria are met:

	·	Identification of the contract, or contracts, with customer;
	·	Identification of the performance obligations in the contract;
	·	Determination of the transaction price;
	·	Allocation of the transaction price to the performance obligations in the contract; and
	·	Recognition of revenue when, or as, we satisfy performance obligation.

The Company has evaluated all the recent accounting pronouncements and determined that there are no other accounting pronouncements that will have a material effect on the Company’s financial statements.

Fixed Assets

Fixed assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing costs, if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use. Any subsidy/reimbursement/contribution received for installation and acquisition of any fixed assets is shown as deduction in the year of receipt. Capital work- in progress is stated at cost.

Subsequent expenditure related to an item of fixed assets is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses on existing fixed assets, including day-to-day repairs and maintenance expenditure and cost of replacing parts, are charged to the Statement of Profit and Loss for the period during which such expenses are incurred.

Gains or losses arising from de-recognition of fixed assets are measured as the difference between the net disposal proceeds and the carrying amount of the assets derecognized.

The Company utilizes straight-line depreciation over the estimated useful life of the asset.

Earnings per Share

ASC No. 260, “Earnings Per Share,” specifies the computation, presentation and disclosure requirements for earnings (loss) per share for entities with publicly held common stock. The Company has adopted the provisions of ASC No. 260.

Basic net loss per share amounts are computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted earnings per share are the same as basic earnings per share due to the lack of dilutive items in the Company.

Segment Reporting

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280). The amendments in this update expand segment disclosure requirements, including new segment disclosure requirements for entities with a single reportable segment among other disclosure requirements. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

As of ~~November~~February 3028, ~~2025~~2026, the Company has no reportable segments.

NOTE 4 – EQUIPMENT (NET)

Company acquired equipment as on May 25, 2022, for $15,100, which the Company depreciated using straight-line depreciation over the estimated useful life of 3 years.

For the ~~six~~Nine months ended ~~November~~February 3028, ~~2025~~2026, the ~~Company~~ Company recorded $568 in depreciation expense. From inception (January 31, 2022) through ~~November~~February 3028, ~~2025~~2026, the Company has recorded a total of $15,100 in depreciation expense.

NOTE 5 – INTANGIBLE ASSETS

The Company acquired intangibles as on May 26, 2022, and consist of Videogame platform and related property rights of $29,000. The Company amortizes its intangibles using straight-line depreciation over the estimated useful life of 3 years.

For the ~~six~~Nine months ended ~~November~~February 3028, ~~2025~~2026, the ~~Company~~ Company recorded $-0- in amortization expense. From inception (January 31, 2022) through ~~November~~February 3028, ~~2025~~2026, the Company has recorded a total of $29,000 in amortization expense.

NOTE 6 – CAPITAL STOCK

Preferred Stock

AsIn ofJanuary ~~November 30~~2026, ~~2025,~~ the Company ~~had~~issued noone ~~preferred~~(1) share ~~stock~~of ~~authorized.~~its ~~However,~~Series inX ~~January~~Preferred ~~2026~~Stock (the “Series X Share”) to ExPro Holding, the ~~Company~~majority ~~filed~~owner anof ~~Amended~~the Company and ~~Restated~~holder ~~Articles~~of the majority voting power. While ExPro Holding held the majority voting power of ~~Incorporation~~the ~~that~~Company ~~authorized~~prior 1to such issuance,~~000,000~~ the ~~shares~~Board of ~~preferred~~Directors ~~stock~~of ~~with~~the aCompany ~~par~~deemed ~~value~~it to be in the best interests of ~~$0.0001~~the ~~per~~Company ~~share.~~and ~~See~~its ~~Note~~shareholders 12to –assure ~~Subsequent~~stability ~~Events~~and continuity during the Company’s initial stages of development to issue the Series X Share to ExPro Holding.

Common Stock

As of ~~November~~February 3028, ~~2025~~2026, the Company had ~~75,000,000~~ ~~shares of common stock authorized. However, in January 2026, the Company filed an Amended and Restated Articles of Incorporation that authorized~~ 100,000,000 shares of common stock ~~with a par value of $0~~authorized.~~0001 per share. See Note 12 – Subsequent Events.~~

~~During~~In January 2026, the ~~six~~Company ~~months~~filed ~~ended~~an ~~November~~Amended and ~~30,~~Restated ~~2025,~~Articles ~~the Company~~of ~~issued~~Incorporation 62that authorized 100,~~223~~000,000 shares of common stock ~~pursuant~~with to a ~~Plan~~par ~~and~~value ~~Agreement~~ of ~~Reorganization~~$0.0001 byper ~~which the Company acquired Exousia AI~~share.

During the nine months ended February 28, 2026, the Company issued 3,500,000 shares of common stock pursuant to a consulting agreement.

During the six months ended November 30, 2024, the Company did not issue any shares of common stock.

As of ~~November~~February 3028, ~~2025~~2026, and May 31, 2025, the Company had 70100,000,000 shares of common stock and 70,000,000 and 7,777,000 shares of common stock issued and outstanding, respectively.

NOTE 7 – RELATED PARTY TRANSACTIONS

In support of the Company’s efforts and cash requirements, it may rely on advances from related parties until such time that the Company can support its operations or attains adequate financing through sales of its equity or traditional debt financing. There is no formal written commitment for continued support by officers, directors, or shareholders. Amounts represent advances or amounts paid in satisfaction of liabilities.

From inception (January 31, 2022) through ~~November~~February 3028, ~~2025~~2026, the Company’s officers and directors contributed additional paid in capital to the Company. At ~~November~~February 3028, ~~2025~~2026, the Company had $8,831 due to related party and $38,850 in advances from related parties. All such amounts bear no interest and are due on demand.

NOTE 8 – NOTE PAYABLE – OTHERS

As of May 26, 2022, Company owed a note payable of $29,000 to a third party (Smarty Pants, LLC) against the purchase of an intangible property. This note was unsecured, bore 10% simple interest per annum and was fully payable by May 26, 2024. As of May 31, 2025, all principal and accrued interest on this note has been written off.

NOTE 9 – INCOME TAXES

The reconciliation of income tax benefit at the U.S. statutory rate of 21% for the period ended ~~November~~February 3028, ~~2025~~2026, to the company’s effective tax rate is as follows:

~~Reconciliation~~Schedule of reconciliation of income taxes Tax benefit at U.S. statutory rate $ – Change in valuation allowance – Income tax expense $ –

The tax effects of temporary differences that ~~give~~ give rise to significant portions of the net deferred tax assets at ~~November~~February 3028, ~~2025~~2026, are as follows:

Schedule of deferred tax assets Deferred tax assets: Net operating loss $ – Valuation allowance – ~~Deferred tax assets~~ $ –

The Company has approximately $63,584 of net operating losses (“NOL”) carried forward to offset taxable income, if any, in future years which expire in fiscal 2042. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on the assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOLs for every period because it is more likely than not that all of the deferred tax asset will not be realized.

NOTE 10 – CHANGES IN CONTROL

November 17, 2025

On November 17, 2025, in connection with the acquisition of Exousia AI, the Company underwent a change of control, whereby Exousia Pro Holding Management, LLC (“ExPro Holding”), a wholly-owned subsidiary of Exousia Pro, Inc., formerly Marijuana, Inc., a Florida corporation, became the majority owner of the Company and Matthew Dwyer was appointed the Sole Director and Officer of the Company. See Note 11 – Acquisition of Exousia AI – New Plan of Business.

December 6, 2024

On December 6, 2024, the Company underwent a change of ownership, whereby, pursuant to two separate stock purchase agreements (the “Change-in-Control Agreements”), Zhang Shengwu acquired a total of 5,250,000 shares of the Company’s common stock (the “Acquired Shares”), 5,000,000 of the Acquired Shares from Dwight Witmer and 250,000 of the Acquired Shares from Stephen Townsend. The Acquired Shares represent approximately 64.29% of the outstanding shares of the Company’s common stock and constitute voting control of the Company. Zhang Shengwu was appointed the Sole Director and Officer of the Company, in connection with such change-in-control transaction.

NOTE 11 – ACQUISITION OF EXOUSIA AI – NEW PLAN OF BUSINESS

On November 11, 2025, the Company entered into a Plan and Agreement of Reorganization (the “Reorganization Agreement”) with the shareholders of Exousia Ai, Inc., a Florida corporation (Exousia AI), pursuant to which the Company would acquire 100% of the issued and outstanding capital stock of Exousia AI, with Exousia AI becoming the Company’s wholly-owned subsidiary, in consideration of the Company’s issuing a total of 62,223,000 shares of Company common stock (the “Acquisition Shares”) to the shareholders of Exousia AI. On November 17, 2025, the parties closed the Reorganization Agreement, such that Exousia AI became a wholly-owned subsidiary of the Company and the shareholders of Exousia AI were issued the Acquisition Shares (ExPro Holding as to 41,223,0000 of the Acquisition Shares and Progenicyte Japan CO., LTD. as to 21,000,000 of the Acquisition Shares).

The acquisition of Exousia AI was pursued and consummated by the Company, after the Company’s Board of Directors had determined, after investigating the Exousia AI opportunity, that the best interests of the Company and its shareholders would be best served by acquiring Exousia AI.

Effective as of the closing of the Reorganization Agreement, Zhang Shengwu resigned as the Company’s Sole Officer and Director and Matthew Dwyer was appointed as the Company’s new Sole Officer and Director.

The Company’s Board of Directors has adopted the business plan of Exousia AI as part of its overall business plan, to wit: Exousia AI is a clinical stage biotechnology company developing new ways to exploit the therapeutic potential of exosomes, initially focused in the field of oncology.

NOTE 12 – SUBSEQUENT EVENTS

The Company performed a review of events subsequent to the balance sheet date through the date the financial statements were issued and determined that, except as set forth below, there were no such events requiring recognition or disclosure in the financial statements.

Amended and Restated Articles of Incorporation

On January 16, 2026, the Company filed with the State of Wyoming an Articles of Amendment to its Articles of Incorporation in the form an Amended and Restated Articles of Incorporation (the “Amended and Restated Articles”).

Pursuant to the Amended and Restated Articles, the Company changed its corporate name to “Exousia Bio, Inc.”

In the near future, the Company intends to file for approval of its name change with FINRA. In conjunction therewith, the Company intends to change its trading symbol. The Company is unable to predict the timing of FINRA’s approval of such actions. Until such approval if achieved, the Company will continue to be known as “L A M Y” in the trading markets and its trading symbol will remain “LMMY.”

The following additional provisions were included in the Amended and Restated Articles:

1. Capital Stock. 100,000,000 shares of $.0001 par value common stock are now authorized; 1,000,000 shares of $.0001 par value preferred stock are now authorized. Notwithstanding the designation of the class of Series X Preferred Stock designated in the Amended and Restated Articles, the designations, preferences, limitations, restrictions, and relative rights of any additional classes of preferred stock, and variations in the relative rights and preferences as between different series, shall be established by the Company’s Board of Directors.

2. Cumulative Voting. Cumulative voting for the election of directors shall not be permitted.

3. Preemptive Rights. No holder of any stock of the Company shall be entitled, as a matter of right, to purchase, subscribe for or otherwise acquire any new or additional shares of stock of the Company of any class, or any options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares, or any shares, bonds, notes, debentures or other securities convertible into or carrying options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares unless specifically authorized by the Board of Directors of the Company.

4. Shareholder Voting on Corporate Actions. Notwithstanding the requirements of Wyoming law, the affirmative vote or concurrence of the holders of a majority of the outstanding shares of the Company entitled to vote thereon are required to make effective all transactions that require shareholder approval under applicable law.

5. Indemnification of Directors, Officers, Employees, Fiduciaries and Agents.

The Company shall indemnify, to the fullest extent permitted by applicable law, any person, and the estate and personal representative of any such person, against all liability and expense (including attorneys’ fees) incurred by reason of the fact that he is or was a director or officer of the Company or, while serving at the request of the Company as a director, officer, partner, trustee, employee, fiduciary, or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign corporation or other individual or entity or of an employee benefit plan. The Company also shall indemnify any person who is serving or has served the Corporation as director, officer, employee, fiduciary, or agent, and that person’s estate and personal representative, to the extent and in the manner provided in any bylaw, resolution of the shareholders or directors, contract, or otherwise, so long as such provision is legally permissible.

B. Expenses. The Company shall advance expenses in advance of the final disposition of the case to or for the benefit of a director, officer, employee, fiduciary, or agent, who is party to a proceeding such as described in the preceding paragraph A to the maximum extent permitted by applicable law.

C. Repeal or Modification. Any repeal or modification of the foregoing paragraph by the shareholders of the Company shall not adversely affect any right or protection of a director or officer of the Company or other person entitled to indemnification existing at the time of such repeal or modification.

6. Limitations of Liability.

A. Limitation of Liability. Notwithstanding Wyoming law, specifically Section 17-16-202 of the Wyoming Business Corporations Act, or the provisions of these Articles of Incorporation, a director of the Company shall not be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or to its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the director derived an improper personal benefit. If the Wyoming Business Corporations Act is amended after this Article is adopted to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the Wyoming Business Corporations Act, as so amended.

B. Repeal or Modification. Any repeal or modification of the foregoing paragraph by the shareholders of the Company shall not adversely affect any right or protection of a director of the Company existing at the time of such repeal or modification.

7. Designation of Series X Preferred Stock. One (1) share of the Company’s authorized shares of Preferred Stock, $0.0001 par value per share, is hereby designated as “Series X Preferred Stock” and having the characteristics set forth below.

A. Fractional Shares. The Series X Preferred Stock may not be issued in fractional shares.

B. Voting. The share of Series X Preferred Stock shall have rights in all matters requiring stockholder approval to a number of votes equal to two (2) times the sum of:

(1) The total number of shares of Common Stock which are issued and outstanding at the time of any election or vote by the stockholders; plus

(2) The number of votes allocated to shares of Preferred Stock issued and outstanding of any other class that shall have voting rights.

C. Conversion. The Series X Preferred Stock shall possess no rights of conversion.

D. Liquidation Rights. The Series X Preferred Stock shall possess no liquidation rights.

E. Dividends. The Series X Preferred Stock shall possess no dividend rights.

F. Protection Provisions. The Company shall not, without first obtaining the consent of the holder of the share of Series X Preferred Stock, alter or change the rights, preferences or privileges of the Series X Preferred Stock so as to affect adversely the holder of the share of Series X Preferred Stock.

G. Waiver. Any of the rights, powers or preferences of the Series X Preferred Stock may be waived by the affirmative consent of the holder of the share of Series X Preferred Stock.

H. No Other Rights or Privileges. Except as specifically set forth herein, the holder of the share of Series X Preferred Stock shall have no other rights, privileges or preferences with respect to the Series X Preferred Stock.

8. Conflicting Interest Transactions. No contract or other transaction between the Company and one (1) or more of its directors or any other corporation, firm, association, or entity in which one (1) or more of its directors are directors or officers or are financially interested shall be either void or voided solely because of such relationship or interest, or solely because such directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or solely because their votes are counted for such purpose if:

A. The fact of such a relationship or interest is disclosed or known to the Board of Directors or committee that authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors;

B. The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or

C. The contract or transaction is fair and reasonable to the Company. Common or interested directors may be counted in determining the presence of a quorum, as herein previously defined, at a meeting of the Board of Directors or a committee thereof that authorizes, approves, or ratifies such contract or transaction.

Issuance of Series X Preferred Stock

In January 2026, the Company issued one (1) share of its Series X Preferred Stock (the “Series X Share”) to ExPro Holding, the majority owner of the Company and holder of the majority voting power. While ExPro Holding held the majority voting power of the Company prior to such issuance, the Board of Directors of the Company deemed it to be in the best interests of the Company and its shareholders to assure stability and continuity during the Company’s initial stages of development to issue the Series X Share to ExPro Holding.

Issuance of Common Stock

In December 2025, the Company issued 3,500,000 shares of common stock to a third-party consultant, pursuant to a consulting agreement.

Rescission Agreement

Effective March 14, 2026, the Company entered into a Rescission Agreement and Mutual Release (the “Rescission Agreement”) with Progenicyte Japan CO., LTD., a Japanese corporation (“Progenicyte”), with respect to that certain Plan and Agreement of Reorganization (the “Reorganization Agreement”) dated as of November 11, 2025, among the Company, LMMY and the shareholders of Exousia Ai, Inc., a Florida corporation, with one of such shareholders being Progenicyte. Pursuant to the Rescission Agreement, based on a mistake of fact, the 21,000,000 shares of Company common stock issued to Progenicyte under the Reorganization Agreement were canceled. Also pursuant to the Reorganization Agreement, the Company and Progenicyte agreed to release each other from all claims, whether existing or future in nature.

~~Plan~~Effective ~~and~~May ~~Agreement of Reorganization (the “Reorganization Agreement”) dated as of November 11~~1, ~~2025~~2026, ~~among the Company, LMMY and the shareholders of~~ Exousia AiAI, Inc., aentered ~~Florida~~into ~~corporation, with one of such shareholders being Progenicyte. Pursuant to the Rescission Agreement, based on~~ a ~~mistake of fact, the 21,000,000 shares~~Rescission ~~of Company common stock issued to Progenicyte under the Reorganization~~ Agreement ~~was~~with ~~cancelled~~Progenicyte. ~~Also~~This ~~pursuant~~canceled to the ~~Reorganization~~license ~~Agreement, the~~agreement ~~Company~~for ~~and~~the ~~Progenicyte~~NANOG ~~agreed~~technology toeffective ~~release the other~~ from ~~any~~January ~~all claims~~27, ~~whether existing or future in nature~~2025.

16Effective May 1, 2026, Exousia Bio and ProgeniX Bio, Inc. entered into an Exclusive Intellectual Property License Agreement in exchange for a 6 percent royalty of Net Sales of licensed Products pertaining to the licensed intellectual property.

Effective on May 1, 2026, Exousia Bio and ProgeniX entered into a Service Agreement, whereby ProgeniX shall provide technical Support and operational assistance, Guidance on exosome production, laboratory setup and equipment planning, protocol development and documentation, and quality control and analytical support. Exousia Bio shall pay a monthly fee of $10,000, which may increase based on certain parameters.

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

WeCautionary ~~are~~Note aRegarding ~~development~~Forward-~~stage~~Looking company with limited operations and no revenues from our business operations. Our independent auditor has issued a going-concern opinion. This means that our independent auditor believes there is substantial doubt that we can continue as an on-going business for the next twelve months. We do not anticipate that we will generate significant revenues, until we have obtained sufficient funds to implement our current, post-acquisition plan of business, of which there is no assurance.Statements

~~Acquisition~~This Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements include, without limitation, statements concerning our plans, objectives, expectations, intentions, beliefs and assumptions about future events. Words such as “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks and uncertainties that could cause our actual results to differ materially from those expressed or implied by such forward-looking statements, including our ability to continue as a going concern, our ability to execute on the business plan adopted in connection with our acquisition of Exousia AiAI, Inc., –our ~~New~~ability ~~Plan~~to obtain additional financing on acceptable terms, our limited operating history under our current line of ~~Business~~business, and other risks described in our filings with the Securities and Exchange Commission. We assume no obligation to update any forward-looking statement, except as required by law. The following discussion should be read in conjunction with the unaudited financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q.

Acquisition. On November 11, 2025, the Company entered into a Plan and Agreement of Reorganization (the “Reorganization Agreement”) with the shareholders of Exousia Ai, Inc., a Florida corporation (“Exousia AI”), pursuant to which the Company would acquire 100% of the issued and outstanding capital stock of Exousia AI, with Exousia AI becoming the Company’s wholly-owned subsidiary, in consideration of the Company’s issuing a total of 62,223,000 shares of Company common stock (the “Acquisition Shares”) to the shareholders of Exousia Ai. On November 17, 2025, the parties closed the Reorganization Agreement, such that Exousia AI became a wholly-owned subsidiary of the Company and the shareholders of Exousia AI were issued the Acquisition Shares (Exousia Pro Holding Management, LLC as to 41,223,0000 of the Acquisition Shares and Progenicyte Japan CO., LTD. as to 21,000,000 of the Acquisition Shares).Overview

The ~~acquisition~~Company was originally incorporated in the State of ~~Exousia~~Wyoming ~~AI was~~on ~~pursued~~January ~~and~~31, ~~consummated~~2022, byunder the name LAMY. From its inception through November 17, 2025, the Company sought to develop a financial education platform for younger users featuring an immersive video game called TwoPlus1®. On November 17, ~~after~~2025, the Company’s ~~Board~~closed a Plan and Agreement of ~~Directors~~Reorganization ~~had~~(the ~~determined,~~“Reorganization ~~after~~Agreement”) ~~investigating~~with the shareholders of Exousia Ai, Inc., a Florida corporation (“Exousia AI”), pursuant to which the Company acquired 100% of the issued and outstanding capital stock of Exousia AI ~~opportunity~~in exchange for the issuance of 62,223,000 ~~that~~shares of the ~~best~~Company’s ~~interests~~common stock (the “Acquisition Shares”) (the “Acquisition”). As a result of the Acquisition, Exousia AI became the Company’s wholly owned subsidiary, and the Company adopted Exousia AI’s business plan as its ~~shareholders~~own. ~~would~~Effective beJanuary ~~best~~31, ~~served~~2026, bythe ~~acquiring~~Company changed its corporate name with the State of Wyoming to Exousia AIBio, Inc.

~~Effective~~Exousia asAI ofis ~~the~~a ~~closing of~~clinical-stage biotechnology company developing new ways to exploit the ~~Reorganization~~therapeutic ~~Agreement~~potential of exosomes, ~~Zhang~~initially ~~Shengwu~~focused ~~resigned~~in asthe field of oncology. Substantially all of the Company’s ~~Sole~~prospective ~~Officer~~operations ~~and~~relate ~~Director~~to ~~and~~the ~~Matthew~~business ~~Dwyer~~of ~~was~~Exousia ~~appointed~~AI. We are a development-stage company aswith ~~the~~limited ~~Company’s~~operating ~~new~~history ~~Sole~~under ~~Officer~~our current business plan and ~~Director~~have not yet generated revenue from that business plan.

~~New~~Recent Plan of Business. The Company’s Board of Directors has adopted the business plan of Exousia AI as part of its overall business plan, to wit: Exousia AI is a clinical stage biotechnology company developing new ways to exploit the therapeutic potential of exosomes, initially focused in the field of oncology.Developments

~~Results~~The following developments are material to a comparison of ~~Operation~~our historical financial condition and results of operations to expected future periods:

~~Our~~• ~~financial~~Change ~~statements~~of ~~have~~Control and ~~been~~Acquisition. ~~prepared~~On ~~assuming~~November ~~that~~17, we2025, ~~will~~in ~~continue~~connection aswith athe ~~going~~closing ~~concern~~of ~~and,~~the ~~accordingly~~Reorganization Agreement, dothe ~~not~~Company’s ~~include~~prior ~~adjustments~~sole ~~relating~~officer and todirector ~~the~~resigned ~~recoverability~~ and ~~realization~~Matthew ofDwyer ~~assets~~was appointed as the Company’s new Sole Officer and ~~classification~~Director. The 62,223,000 Acquisition Shares were issued to the shareholders of ~~liabilities~~Exousia ~~that~~AI ~~might~~(41,223,000 beshares ~~necessary~~to ~~should~~Exousia wePro beHolding ~~unable~~Management, LLC and 21,000,000 shares to Progenicyte ~~continue~~Japan inCO., ~~operation~~LTD.).

We• ~~expect~~Amended weand ~~will~~Restated Articles; ~~require~~Name ~~additional capital~~Change. On January 16, 2026, the Company filed an Articles of Amendment to ~~meet~~its ~~our~~Articles ~~long-term~~of ~~operating~~Incorporation ~~requirements~~in the form of Amended and Restated Articles of Incorporation, which (i) changed the Company’s name to “Exousia Bio, Inc.,” We(ii) ~~expect~~increased its authorized common stock to ~~raise~~100,000,000 ~~additional~~shares ~~capital~~($0.0001 ~~through~~par value) and authorized 1,000,000 ~~among~~shares ~~other~~of ~~things~~preferred stock ($0.0001 par value), and (iii) designated one (1) share of Series X Preferred Stock with voting power equal to two (2) times the ~~sale~~sum of ~~equity~~all outstanding orcommon ~~debt~~stock ~~securities~~and any other voting preferred stock.

~~Due~~• toSeries X Preferred Issuance. In January 2026, the ~~acquisition~~Company issued the one outstanding share of Series X Preferred Stock to Exousia Pro Holding Management, AILLC, ~~our~~the ~~future~~Company’s ~~operating~~majority ~~results~~common ~~will~~stockholder, befor ~~substantially~~the ~~different~~stated ~~from~~purpose ~~our~~of ~~company’s~~assuring ~~past~~stability ~~operating~~and ~~results.~~continuity ~~However,~~of westrategic ~~are not~~control ~~able~~during tothe ~~predict~~Company’s ~~the~~initial ~~extent~~stages of ~~such~~development ~~change~~under isits ~~operating~~new ~~results~~business plan.

Six Months Ended November 30, 2025 and 2024. During the six months ended November 30, 2025, we generated $-0- (unaudited) in revenue, compared to $3,750 (unaudited) in revenue during the six months ended November 30, 2024, all of which was associated with our business operations as they existed prior to our acquisition of Exousia AI.14

~~For~~• ~~the~~Convertible ~~six~~Promissory Note. ~~months~~On ~~ended~~January ~~November 30~~20, ~~2025~~2026 (funded January 26, we2026), ~~reported~~the ~~operating~~Company ~~expenses~~issued ofa $~~206~~250,~~711~~000 convertible promissory note (~~unaudited~~the “Convertible Note”) to GBII Partners Inc. The Convertible Note bears interest at 15% per annum (18% on default) and ~~other~~matured ~~income~~on March 26, 2026. Conversion price is 50% of ~~$217~~market price on or before maturity,~~922~~ with further discounts (~~unaudited~~35%, 20% and 10% of market price) ~~resulting~~at insuccessive 30-day aintervals ~~net~~after ~~loss~~maturity. The Note is secured by 5,000,000 pledged shares from the Company’s majority stockholder and 1,276,225 pledged shares from VS Services, LLC. The Company created a reserve of ~~$50~~3,~~897~~333,334 shares of common stock at its transfer agent in favor ~~(unaudited)~~of the noteholder.

~~For~~• Rescission Agreement. Effective March 14, 2026, the ~~six~~Company ~~months~~entered ~~ended~~into ~~November~~a Rescission Agreement and Mutual Release with Progenicyte Japan CO., LTD., under which 30the 21,000,000 ~~2024~~shares of Company common stock previously issued to Progenicyte under the Reorganization Agreement were cancelled, webased on ~~reported~~a ~~operating~~mutual ~~expenses~~mistake of ~~$10~~fact,~~632~~ ~~(unaudited)~~with ~~and~~the parties releasing each other ~~income~~from all claims. As of ~~$90~~February 28,~~541~~ ~~(unaudited)~~2026, ~~resulting~~this incancellation ahad ~~net~~not yet ~~profit~~occurred ~~of $83~~and the 21,~~659~~000,000 ~~(unaudited)~~Progenicyte shares are reflected in the issued-and-outstanding common stock count at that date.

17• Service Agreement with ProgeniX. Effective May 1, 2026, the Company entered into a Service Agreement with ProgeniX under which ProgeniX will provide technical support and operational assistance, exosome production guidance, laboratory and equipment planning, protocol development, and quality control and analytical support to the Company. The Company will pay ProgeniX a monthly fee of $10,000, subject to upward adjustment in defined circumstances.

Going Concern

Our unaudited financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. As of February 28, 2026, we had no cash, an accumulated deficit of $288,623, total current liabilities of $261,023 and a working-capital deficit of $261,023. We have not yet established an ongoing source of revenue sufficient to cover our operating costs, and our continuation as a going concern is dependent upon, among other things, our ability to raise additional capital from management, significant shareholders and third-party investors and to execute on the business plan adopted in connection with our acquisition of Exousia AI. There can be no assurance that we will be successful in these efforts. These conditions raise substantial doubt about our ability to continue as a going concern for a reasonable period of time. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty. See Note 2 to our unaudited financial statements.

Results of Operations

Three Months Ended February 28, 2026 Compared to Three Months Ended February 28, 2025

Revenue. We generated no revenue during the three months ended February 28, 2026 or during the three months ended February 28, 2025. We do not expect to generate revenue from the Exousia AI line of business until our research and development activities have advanced sufficiently to permit commercialization of one or more product candidates, of which there is no assurance.

Cost of Goods Sold; Gross Loss. We recorded cost of goods sold of $62,108 during the three months ended February 28, 2026, resulting in a gross loss of $62,108, compared to no cost of goods sold and no gross loss for the three months ended February 28, 2025. The cost of goods sold incurred during the 2026 quarter related to initial product-development costs incurred under our new business plan.

Operating Expenses. Total operating expenses for the three months ended February 28, 2026 were $174,897, consisting of office supplies of $1,317, delivery of $64, transfer-agent fees of $1,490, professional fees of $10,600 and research and development of $161,426. For the three months ended February 28, 2025, total operating expenses were $6,981, consisting solely of general and administrative expenses. The $167,916 increase is primarily attributable to research-and-development activities undertaken following the Acquisition and to higher professional fees incurred in connection with the Acquisition, the change in our business plan, the Amended and Restated Articles, and the GBII Convertible Note.

Other Income (Expense). Other income for the three months ended February 28, 2026 was $217,922, consisting of a gain on acquisition of $217,922. Other income for the three months ended February 28, 2025 was $87,110, consisting of other income unrelated to our current business plan.

Net Loss. We reported a net loss of $19,083 for the three months ended February 28, 2026, compared to net income of $80,129 for the three months ended February 28, 2025. Loss per share, basic and diluted, was less than $0.01 for the three months ended February 28, 2026, compared to income per share, basic and diluted, of $0.01 for the three months ended February 28, 2025. Weighted average shares outstanding were 16,764,767 for the 2026 quarter and 7,777,000 for the 2025 quarter, reflecting the Acquisition Shares issued in November 2025 and the consulting shares issued in February 2026.

Nine Months Ended February 28, 2026 Compared to Nine Months Ended February 28, 2025

Revenue. We generated no revenue during the nine months ended February 28, 2026, compared to $3,750 of revenue during the nine months ended February 28, 2025, all of which related to our pre-Acquisition financial-education business operations.

Cost of Goods Sold; Gross Loss. We recorded cost of goods sold of $62,108 during the nine months ended February 28, 2026, resulting in a gross loss of $62,108, compared to no cost of goods sold and gross profit of $3,750 for the nine months ended February 28, 2025.

Operating Expenses. Total operating expenses for the nine months ended February 28, 2026 were $206,711, consisting of advertising and promotion of $2,996, dues and subscriptions of $568, office supplies of $1,317, delivery of $64, transfer-agent fees of $1,490, OTC Markets fees of $7,500, professional fees of $31,350 and research and development of $161,426. For the nine months ended February 28, 2025, total operating expenses were $10,632, consisting solely of general and administrative expenses. The increase in operating expenses is primarily attributable to professional fees and research-and-development activities undertaken in connection with the Acquisition and the adoption of the new business plan.

Other Income (Expense). Other income for the nine months ended February 28, 2026 was $217,922, consisting of a gain on acquisition. Other income for the nine months ended February 28, 2025 was $87,541.

Net Loss. We reported a net loss of $50,897 for the nine months ended February 28, 2026, compared to net income of $80,659 for the nine months ended February 28, 2025. Loss per share, basic and diluted, was less than $0.01 for the 2026 nine-month period, compared to income per share, basic and diluted, of less than $0.01 for the 2025 nine-month period. Weighted average shares outstanding were 12,270,883 for the 2026 nine-month period and 7,000,000 for the 2025 nine-month period.

Liquidity and Capital Resources

AsCash ofand ~~November~~Working ~~30,~~Capital 2025, our total assets were $-0- (unaudited). As of November 30, 2025, our current liabilities were $261,023 (unaudited), resulting in a working capital deficit of $261,023 (unaudited). We require capital with which to pursue our Exousia AI-based plan of business. There is no assurance that we will obtain any capital.Position

As of February 28, 2026, we had no cash and cash equivalents, total current assets of $0 and total current liabilities of $261,023, resulting in a working-capital deficit of $261,023. As of May 31, 2025, we had no cash, no current assets and no current liabilities. Our total assets at February 28, 2026 were $22,050,670, consisting of $670 of equipment and $22,050,000 of Other Assets representing the recorded value of our investment in Exousia AI. Our total liabilities at February 28, 2026 of $261,023 consisted of $8,831 of amounts due to a related party, $38,850 of advances from related parties, $212,302 of accounts payable and $1,040 of other current liabilities. Our total stockholders’ equity at February 28, 2026 was $21,789,647, compared to a deficiency of approximately $54,895 at May 31, 2025 (after giving effect to the Acquisition adjustment), reflecting the issuance of the Acquisition Shares and the consulting shares net of the related accumulated-deficit adjustments and net loss for the period.

Our current liquidity position is insufficient to satisfy our outstanding obligations as they come due. In particular, the $250,000 GBII Convertible Note matured on March 26, 2026, and the Company does not currently have the cash resources to satisfy that obligation. The Note is subject to material increases in the conversion-price discount upon default, as described above under “Recent Developments,” which may result in material dilution to our shareholders if the Note is converted rather than repaid.

Cash Flows

The following discussion is intended to provide investors with an understanding of the underlying reasons for changes in our cash flows between periods and to comply with the requirements of Item 303(a) of Regulation S-K and SEC Release No. 33-8350. The Acquisition closed on November 17, 2025 and was settled principally through the non-cash issuance of the 62,223,000 Acquisition Shares; accordingly, the cash flow effects discussed below are limited.

Cash Flows from Operating Activities. Net cash provided by operating activities was $176,626 for the nine months ended February 28, 2026, compared to net cash provided by operating activities of $86,538 for the nine months ended February 28, 2025. The increase reflects the deferral of substantially all operating expenses incurred in connection with the Acquisition, the change in business plan and post-Acquisition activities into accounts payable, advances from related parties and other accrued liabilities, rather than cash outflows.

Cash Flows from Investing Activities. Net cash used in investing activities for the nine months ended February 28, 2026 was $22,050,670, principally reflecting the recorded value of our investment in Exousia AI ($22,050,000) and the acquisition of equipment ($670). The Exousia AI investment was settled through the issuance of the Acquisition Shares and is a non-cash transaction; investors should refer to the supplemental disclosures of non-cash investing and financing activities to our Statements of Cash Flows for additional information. Net cash used in investing activities for the nine months ended February 28, 2025 was zero.

Cash Flows from Financing Activities. Net cash provided by financing activities for the nine months ended February 28, 2026 was $21,874,043, principally reflecting the value attributed to the Acquisition Shares ($22,050,000), partially offset by the recorded gain on acquisition ($175,957). The financing inflows attributable to the Acquisition Shares were non-cash and were offset by the non-cash investing outflow described above; accordingly, net change in cash for the nine months ended February 28, 2026 was zero. Net cash used in financing activities for the nine months ended February 28, 2025 was $86,538.

Material Cash Requirements

Over the next twelve months, our material cash requirements consist of (i) repayment or restructuring of the $250,000 GBII Convertible Note, which matured on March 26, 2026 and is past due as of the date of this Quarterly Report; (ii) recurring monthly service fees of $10,000 payable to ProgeniX under the May 1, 2026 Service Agreement, plus potential upward adjustments; (iii) research-and-development expenditures relating to the Company’s clinical-stage biotechnology business plan; (iv) ongoing SEC reporting, transfer-agent and OTC Markets fees; and (v) general and administrative expenses (legal, audit, accounting). We do not have, and do not currently expect to have, sufficient cash on hand to fund these obligations. We expect to fund them through some combination of conversion or restructuring of the GBII Convertible Note, additional equity or convertible-debt financings, and advances from related parties. There can be no assurance that any such financing will be available on acceptable terms, or at all. Additional issuances of equity or convertible-debt securities will result in dilution to existing shareholders, and the dilution caused by conversion of the GBII Convertible Note at the default conversion prices described above could be substantial.

Plan of Operation and Funding

We expect that working -capital requirements will continue to be funded through a combination of ~~our~~ existing funds, ~~and~~ further issuances of equity or convertible-debt securities and advances from related parties. Our working -capital requirements are expected to increase materially in line with the ~~growth~~build-out of the Exousia AI business plan, including research-and-development expenditures, professional fees, regulatory compliance costs and personnel additions. We have no lines of credit or other bank financing arrangements in place. Generally, we have financed our operations to date through the private placement of equity and debt instruments. We currently do not have a definitive plan as to how we will obtain sufficient additional funding for the development and commercialization of the Exousia AI business plan, and there can be no assurance that we will be able to obtain such funding on terms that are acceptable to us, or at all.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next three months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of assets; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.17

Off-Balance Sheet Arrangements

As of ~~November~~February 3028, ~~2025,~~2026 and ~~May~~ May 31, 2025, we ~~had~~did nonot have any off-balance sheet arrangements (as that term is defined in Item 303(a)(4) of Regulation S-K) that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, results of operations, liquidity, capital expenditures or capital resources.

Going Concern

The financial statements have been prepared “assuming that we will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.

Critical Accounting Estimates

The preparation of ~~financial~~our ~~statements~~financial statements in conformity with U.S. generally accepted accounting principles 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 ~~period~~reporting periods. ~~Actual~~We ~~results~~consider ~~could~~the ~~differ~~following ~~from~~accounting ~~those~~ estimates. to be the most critical to an understanding of our financial condition and results of operations:

~~Due~~Accounting tofor the ~~limited~~Acquisition ~~level~~ of ~~operations,~~Exousia ~~the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.~~AI

The Acquisition was completed in November 2025 and was accounted for as an asset acquisition. The value attributed to the Acquisition Shares issued as consideration ($22,050,000) was recorded as Other Assets at February 28, 2026 and is subject to evaluation for impairment in accordance with ASC 360. The fair value of the Exousia AI investment, and any associated impairment indicators, will be reassessed each reporting period based on management’s assessment of the recoverable amount of the underlying business and intellectual property of Exousia AI.

Convertible Note — Accounting for Conversion Features

We evaluate conversion options embedded in convertible instruments under ASC 815, Derivatives and Hedging Activities. We have evaluated the variable-discount conversion feature in the GBII Convertible Note and concluded that, under our current accounting policy, the conversion option does not require bifurcation as a freestanding derivative. The continuing application of this judgment is reassessed each reporting period; a change in conclusion could result in the recognition of a material derivative liability and corresponding non-cash income or expense in future periods.

Going-Concern Assessment

In assessing our ability to continue as a going concern, we apply significant judgment to projections of future cash needs, the likelihood of obtaining additional financing or restructuring of past-due indebtedness, and the timing and amount of expenditures required to execute the Exousia AI business plan. Changes in these assumptions could materially affect the conclusions reached and the disclosures provided.

Recently Issued Accounting Pronouncements

We have reviewed all recently issued accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. We do not believe that any new or modified principles will have a material impact on our reported financial position or results of operations in the near term. The applicability of any standard is subject to formal review by our financial management, and certain standards are under consideration. See Note 3 to our unaudited financial statements for additional information regarding our accounting policies.

Smaller Reporting Company

We are a “smaller reporting company” as defined in Rule 12b-2 under the Securities Exchange Act of 1934. As a result, our disclosure may be less robust than that of comparable public companies.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Our principal executive officer and principal financial and accounting officer have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Securities Exchange Act of 1934 Rules 13(a)-15(e) and 15(d)-15(e)) within the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that the disclosure controls and procedures were effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

Changes in Internal Controls over Financial Reporting

There have been no changes in in the Company's internal control over financial reporting during the ~~three~~Nine month ended ~~November~~February 3028, ~~2025~~2026, the period covered by this Quarterly Report, that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable to our company.

Item 5. Other Information

(a) Material Events

Amended and Restated Articles of Incorporation

Pursuant to the Amended and Restated Articles, the Company changed its corporate name to “Exousia Bio, Inc.”

The following additional provisions were included in the Amended and Restated Articles:

Capital Stock. 100,000,000 shares of $.0001 par value common stock are now authorized; 1,000,000 shares of $.0001 par value preferred stock are now authorized. Notwithstanding the designation of the class of Series X Preferred Stock designated in the Amended and Restated Articles, the designations, preferences, limitations, restrictions, and relative rights of any additional classes of preferred stock, and variations in the relative rights and preferences as between different series, shall be established by the Company’s Board of Directors.

2. Cumulative Voting. Cumulative voting for the election of directors shall not be permitted.

2. Cumulative Voting. Cumulative voting for the election of directors shall not be permitted. 3. Preemptive Rights. No holder of any stock of the Company shall be entitled, as a matter of right, to purchase, subscribe for or otherwise acquire any new or additional shares of stock of the Company of any class, or any options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares, or any shares, bonds, notes, debentures or other securities convertible into or carrying options or warrants to purchase, subscribe for or otherwise acquire any such new or additional shares unless specifically authorized by the Board of Directors of the Company. 4. Shareholder Voting on Corporate Actions. Notwithstanding the requirements of Wyoming law, the affirmative vote or concurrence of the holders of a majority of the outstanding shares of the Company entitled to vote thereon are required to make effective all transactions that require shareholder approval under applicable law. 5. Indemnification of Directors, Officers, Employees, Fiduciaries and Agents.

A. Liability for Monetary Damages. The liability of the directors of the Company for monetary damages shall be eliminated to the fullest extent permissible under Wyoming law provided, however, that (1) the liability of directors is not limited or eliminated (a) for acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (b) for acts or omissions that a director believes to be contrary to the best interests of the corporation or its shareholders or that involve the absence of good faith on the part of the director, (c) for any transaction from which a director derived an improper personal benefit, (d) for acts or omissions that show a reckless disregard for the director’s duty to the corporation or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director’s duties, of a risk of serious injury to the corporation or its shareholders, (e) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s duty to the corporation or its shareholders, (2) the liability of directors is not limited or eliminated for any act or omission occurring prior to the date when these Articles of Incorporation becomes effective, or (f) any of the acts set forth in Section 17-16-202 of the Wyoming Business Corporations Act and (3) the liability of officers is not limited or eliminated for any act or omission as an officer, notwithstanding that the officer is also a director or that his or her actions, if negligent or improper, have been ratified by the directors. The Company shall indemnify, to the fullest extent permitted by applicable law, any person, and the estate and personal representative of any such person, against all liability and expense (including attorneys’ fees) incurred by reason of the fact that he is or was a director or officer of the Company or, while serving at the request of the Company as a director, officer, partner, trustee, employee, fiduciary, or agent of, or in any similar managerial or fiduciary position of, another domestic or foreign corporation or other individual or entity or of an employee benefit plan. The Company also shall indemnify any person who is serving or has served the Corporation as director, officer, employee, fiduciary, or agent, and that person’s estate and personal representative, to the extent and in the manner provided in any bylaw, resolution of the shareholders or directors, contract, or otherwise, so long as such provision is legally permissible. B. Expenses. The Company shall advance expenses in advance of the final disposition of the case to or for the benefit of a director, officer, employee, fiduciary, or agent, who is party to a proceeding such as described in the preceding paragraph A to the maximum extent permitted by applicable law. C. Repeal or Modification. Any repeal or modification of the foregoing paragraph by the shareholders of the Company shall not adversely affect any right or protection of a director or officer of the Company or other person entitled to indemnification existing at the time of such repeal or modification.

Limitations of Liability.

Limitation of Liability. Notwithstanding Wyoming law, specifically Section 17-16-202 of the Wyoming Business Corporations Act, or the provisions of these Articles of Incorporation, a director of the Company shall not be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or to its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, or (iii) for any transaction from which the director derived an improper personal benefit. If the Wyoming Business Corporations Act is amended after this Article is adopted to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Company shall be eliminated or limited to the fullest extent permitted by the Wyoming Business Corporations Act, as so amended.

Repeal or Modification. Any repeal or modification of the foregoing paragraph by the shareholders of the Company shall not adversely affect any right or protection of a director of the Company existing at the time of such repeal or modification.

Designation of Series X Preferred Stock. One (1) share of the Company’s authorized shares of Preferred Stock, $0.0001 par value per share, is hereby designated as “Series X Preferred Stock” and having the characteristics set forth below.

A. Fractional Shares. The Series X Preferred Stock may not be issued in fractional shares.

	A.	Fractional Shares. The Series X Preferred Stock may not be issued in fractional shares.

	B.	Voting. The share of Series X Preferred Stock shall have rights in all matters requiring stockholder approval to a number of votes equal to two (2) times the sum of:

B. Voting. The share of Series X Preferred Stock shall have rights in all matters requiring stockholder approval to a number of votes equal to two (2) times the sum of:

	(1)	The total number of shares of Common Stock which are issued and outstanding at the time of any election or vote by the stockholders; plus

	(2)	The number of votes allocated to shares of Preferred Stock issued and outstanding of any other class that shall have voting rights.

~~(1)~~C. Conversion. The ~~total~~Series ~~number~~X Preferred Stock shall possess no rights of ~~shares~~conversion. D. Liquidation Rights. The Series X Preferred Stock shall possess no liquidation rights. E. Dividends. The Series X Preferred Stock shall possess no dividend rights. F. Protection Provisions. The Company shall not, without first obtaining the consent of ~~Common~~the holder of the share of Series X Preferred Stock, ~~which~~alter ~~are~~or ~~issued~~change ~~and~~the ~~outstanding~~rights, atpreferences or privileges of the ~~time~~Series X Preferred Stock so as to affect adversely the holder of ~~any~~the ~~election~~share of Series X Preferred Stock. G. Waiver. Any of the rights, powers or ~~vote~~preferences of the Series X Preferred Stock may be waived by the ~~stockholders;~~affirmative ~~plus~~consent of the holder of the share of Series X Preferred Stock. H. No Other Rights or Privileges. Except as specifically set forth herein, the holder of the share of Series X Preferred Stock shall have no other rights, privileges or preferences with respect to the Series X Preferred Stock.

(2) The number of votes allocated to shares of Preferred Stock issued and outstanding of any other class that shall have voting rights.

C. Conversion. The Series X Preferred Stock shall possess no rights of conversion.

D. Liquidation Rights. The Series X Preferred Stock shall possess no liquidation rights.

E. Dividends. The Series X Preferred Stock shall possess no dividend rights.

G. Waiver. Any of the rights, powers or preferences of the Series X Preferred Stock may be waived by the affirmative consent of the holder of the share of Series X Preferred Stock.

Conflicting Interest Transactions. No contract or other transaction between the Company and one (1) or more of its directors or any other corporation, firm, association, or entity in which one (1) or more of its directors are directors or officers or are financially interested shall be either void or voided solely because of such relationship or interest, or solely because such directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or solely because their votes are counted for such purpose if:

	A.	The fact of such a relationship or interest is disclosed or known to the Board of Directors or committee that authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors;

	B.	The fact of such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve, or ratify such contract or transaction by vote or written consent; or

	C.	The contract or transaction is fair and reasonable to the Company. Common or interested directors may be counted in determining the presence of a quorum, as herein previously defined, at a meeting of the Board of Directors or a committee thereof that authorizes, approves, or ratifies such contract or transaction.

Issuance of Series X Preferred Stock

In January 2026, the Company issued one (1) share of its Series X Preferred Stock (the “Series X Share”) to Exousia Pro Holding Management, LLC (“ExPro Holding”), the majority owner of the Company and holder of the majority voting power. While ExPro Holding held the majority voting power of the Company prior to such issuance, the Board of Directors of the Company deemed it to be in the best interests of the Company and its shareholders to assure stability and continuity during the Company’s initial stages of development to issue the Series X Share to ExPro Holding.

Entry into a Material Definitive Agreement

On January 20, 2026, the Company issued a convertible promissory note in the principal amount of $250,000 (the “Convertible Note”) to GBII Partners Inc. (“GBII”) in consideration of a $250,000 loan from GBII (the “GBII Loan”). The Convertible Note was fully funded on January 26, 2026.

The Convertible Note bears interest at 15% per annum (18% upon default) and matures on March 26, 2026 (the “Maturity Date”). The Company does not have the right to prepay the Convertible Note. At any time on or before the Maturity Date, GBII may convert any outstanding and unpaid principal portion, and accrued and unpaid interest, of the Convertible Note into shares of Company common stock at a conversion price equal to 50% of the market price of the Company’s common stock. From one to 30 days following the Maturity Date, the conversion price under the Convertible Note shall be equal to 35% of the market price of the Company’s common stock; from 31 to 60 days following the Maturity Date, the conversion price under the Convertible Note shall be equal to 20% of the market price of the Company’s common stock; and, from 61 days following the Maturity Date to the date of full payment of the Convertible Note, the conversion price under the Convertible Note shall be equal to 10% of the market price of the Company’s common stock; provided, however, that GBII may not convert the Note to the extent that such conversion would result in GBII’s beneficial ownership of the Company’s common stock being in excess of 4.999% of the Company’s then-issued and outstanding common stock. Further, if, at any time during which the Convertible Note shall be outstanding, the Company completes any subsequent placement of its securities, then GBII shall have the right to exchange all, or any part, of the Convertible Note into any such securities.

Additionally, the Company executed an Irrevocable Transfer Agent Instruction (the “TA Letter”) with its transfer agent, VStock Transfer, LLC, pursuant to which the Company created a reserve of 3,333,334 shares of common stock in favor of GBII with respect to shares of common stock into which the Convertible Note may be converted by GBII.

In addition, in connection the Company’s obtaining the GBII Loan, the Company’s majority shareholder, Exousia Pro Holding Management, LLC (“EP Holding”), the Company and GBII entered into a pledge agreement (the “EP Holding Pledge Agreement”) with respect to 5,000,000 shares of Company common stock owned by EP Holding, to secure the obligations of the Company under the Convertible Note.

Finally, in connection with the Company’s obtaining the GBII Loan, a third party, VS Services, LLC (“VS Services”), the Company and GBII entered into a pledge agreement (the “GBII Pledge Agreement”) with respect to 1,276,225 shares of Company common stock owned by VS Services, to secure the obligations of the Company under the Convertible Note.

Submission of Matters to a Vote of Security Holders

On January 5, 2026, Exousia Pro Holding Management, LLC, the holder of the majority voting power of the Company, approved the adoption and filing of the Amended and Restated Articles with the State of Wyoming, which Amended and Restated Articles included a change in the Company’s corporate name to “Exousia Bio, Inc.”

Rescission Agreement

Effective March 14, 2026, the Company entered into a Rescission Agreement and Mutual Release (the “Rescission Agreement”) with Progenicyte Japan CO., LTD., a Japanese corporation (“Progenicyte”), with respect to that certain Plan and Agreement of Reorganization (the “Reorganization Agreement”) dated as of November 11, 2025, among the Company, LMMY and the shareholders of Exousia Ai, Inc., a Florida corporation, with one of such shareholders being Progenicyte. Pursuant to the Rescission Agreement, based on a mistake of fact, the 21,000,000 shares of Company common stock issued to Progenicyte under the Reorganization Agreement was cancelled. Also pursuant to the Reorganization Agreement, the Company and Progenicyte agreed to release the other from any all claims, whether existing or future in nature.

(c) Trading Plans

During the ~~three~~Nine months ended ~~November~~February 3028, ~~2025~~2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Exhibit No.	Description
3.1	Articles of Amendment to Articles of Incorporation (Amended and Restated Articles of Incorporation), filed January 16, 2026.
4.1	Convertible Promissory Note dated January 20, 2026, $250,000 principal amount, in favor of GBII Partners Inc.
10.1	Pledge Agreement dated January 20, 2026, among the Company, VS Services, LLC and GBII Partners Inc.
10.2	Pledge Agreement dated January 20, 2026, among the Company, Exousia Pro Holding Management, LLC and GBII Partners Inc.
10.3	Irrevocable Transfer Agent Instruction letter between the Company and VStock Transfer, LLC, transfer agent of the Company’s common stock.
10.4	Rescission Agreement dated as of March 10, 2026.
31.1	Certification of the Principal Executive Officer Pursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of the Principal Financial Officer Pursuant to Rule 13A-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
10.4	Rescission Agreement dated as of March 10, 2026.
101.INS	XBRL Instances Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: ~~March~~June 1716, 2026.

Exousia Bio, Inc. (formerly L A M Y) By: /s/ Matthew Dwyer Matthew Dwyer Chief Executive Officer

Filing Compare · Exousia Bio, Inc.