Exousia Bio, Inc 10-Q, filed Jun 16, 2026
Exousia Bio, Inc. (LMMY)
About this 10-Q
Exousia Bio, Inc filed this 10-Q on June 16, 2026, covering the quarter ended February 28, 2026.
Headline figures
Quarter ended February 28, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $0
- compared with $0 a year earlier
- Net loss
- $19.08K
- compared with net income of $80.13K a year earlier
- Diluted EPS
- $0.00
- compared with $0.01 a year earlier
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Mark One
For the quarterly period ended
For the transition period from ______ to _______
Commission File No.
(Exact name of registrant as specified in its charter)
|
(State or Other Jurisdiction of Incorporation or Organization) |
(IRS Employer Identification Number) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(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 ☐
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).
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 ☐ |
| 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 ☐
As of June 15, 2026, the registrant had shares of common stock issued and outstanding.
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
EXOUSIA BIO, INC.
(formerly L A M Y)
UNAUDITED FINANCIAL STATEMENTS
FOR THE NINE MONTHS ENDED FEBRUARY 28, 2026
INDEX TO UNAUDITED FINANCIAL STATEMENTS
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EXOUSIA BIO, INC.
(formerly L A M Y)
BALANCE SHEETS
| 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) | ||||||||
| Other Assets (Exousia AI) | ||||||||
| Total Non-current Assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY/(DEFICIT) | ||||||||
| Current Liabilities | ||||||||
| Due to related party | $ | $ | ||||||
| Advances from related parties | ||||||||
| Accounts Payable | ||||||||
| Other Current Liabilities | ||||||||
| Total current liabilities | ||||||||
| Non-Current Liabilities | ||||||||
| Loans from related parties | ||||||||
| Note payable – related party | ||||||||
| Note payable – others | ||||||||
| Accrued Interest | ||||||||
| Total non-current liabilities | ||||||||
| Total Liabilities | ||||||||
| Stockholders’ Equity (Deficit) | ||||||||
| Common stock, $ par value, shares authorized; & shares issued and outstanding as of February 2026, and May 31, 2025, respectively | ||||||||
| Preferred Series X | ||||||||
| Additional Paid-In-Capital | ||||||||
| Accumulated Deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ equity (deficit) | ||||||||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
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EXOUSIA BIO, INC.
(formerly L A M Y)
STATEMENTS OF OPERATIONS
(UNAUDITED)
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 | $ | $ | $ | $ | ||||||||||||
| Cost of Goods Sold | ||||||||||||||||
| Gross Profit | ( | ) | ( | ) | ||||||||||||
| Operating Expenses | ||||||||||||||||
| Advertising and promotion | ||||||||||||||||
| Dues and subscriptions | ||||||||||||||||
| Office supplies | ||||||||||||||||
| Delivery | ||||||||||||||||
| Transfer agent | ||||||||||||||||
| OTC Markets fees | ||||||||||||||||
| Professional fees | ||||||||||||||||
| Research and development | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Total Operating expenses | ||||||||||||||||
| Net income (loss) from operations | ( | ) | ( | ) | ( | ) | ||||||||||
| Other Income (Expense) | ||||||||||||||||
| Other income | ||||||||||||||||
| Gain on acquisition | ||||||||||||||||
| Total Other Income (Expense) | ||||||||||||||||
| Income (loss) before provision for income taxes | ( | ) | ( | ) | ||||||||||||
| Provision for income taxes | ||||||||||||||||
| Net income (Loss) | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
| Income (loss) per common share: Basic and diluted | $ | ) | $ | $ | ) | $ | ||||||||||
| Weighted Average Number of Common Shares Outstanding: Basic and diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
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EXOUSIA BIO, INC.
(formerly L A M Y)
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)
FOR THE NINE MONTHS ENDED FEBRUARY 28, 2026 AND 2025
(UNAUDITED)
| Number of Common Shares | Amount ($) | Additional Paid-In-Capital ($) | Accumulated Deficit ($) | Total ($) | ||||||||||||||||
| Balance at May 31, 2024 | ( | ) | ( | ) | ||||||||||||||||
| Adjustment attributable to acquisition | – | |||||||||||||||||||
| Net income (loss) | – | |||||||||||||||||||
| Balance at February 28, 2025 | ( | ) | ||||||||||||||||||
| Balance at May 31, 2025 | ( | ) | ||||||||||||||||||
| Additional paid-in capital | – | ( | ) | ( | ) | |||||||||||||||
| Common stock issued in acquisition | ||||||||||||||||||||
| Common stock issued consulting fee | ||||||||||||||||||||
| Adjustment attributable to acquisition | – | ( | ) | ( | ) | |||||||||||||||
| Net income (loss) | – | ( | ) | ( | ) | |||||||||||||||
| Balance at February 28, 2026 | ( | ) | ||||||||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
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EXOUSIA BIO, INC.
(formerly L A M Y)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
Nine Months Ended February 28, 2026 | Nine Months Ended February 28, 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net income (loss) | $ | ( | ) | $ | ||||
| Adjustment as of non-cash items: | ||||||||
| Due to Related Party | ||||||||
| Due to Shareholder | ||||||||
| Loan | ||||||||
| Depreciation | ||||||||
| Amortization | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Increase in accrued accounts receivable | ( | ) | ||||||
| Account payable and accrued expenses | ||||||||
| Advances from related parties | ||||||||
| Net cash provided by (used in) Operating activities | ||||||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Equipment, net | ( | ) | ||||||
| Exousia Bio | ( | ) | ||||||
| Intangibles, net | ||||||||
| Net cash provided by (used in) Investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Additional Paid-in Capital | ||||||||
| Proceeds from note payable – others | ||||||||
| Proceeds from debt forgiveness – related party | ( | ) | ||||||
| Gain from Acquisition | ( | ) | ||||||
| Common Stock | ||||||||
| Accrued interest | ||||||||
| Net cash provided by Financing activities | ( | ) | ||||||
| Increase (decrease) in cash and equivalents | ||||||||
| Cash and equivalents at beginning of the period | ||||||||
| Cash and equivalents at end of the period | $ | $ | ||||||
| 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.
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EXOUSIA BIO, INC.
(formerly L A M Y)
NOTES TO THE UNAUDITED FINANCIAL STATEMENTS
FOR NINE MONTHS ENDED February 28, 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
February 28, 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 February 28, 2026, of $
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.
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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 February 28, 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 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 February 28, 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.
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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.
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 February 28, 2026, the Company has reportable segments.
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NOTE 4 – EQUIPMENT (NET)
Company acquired equipment as on May 25, 2022,
for $
For the Nine months ended February 28, 2026, the
Company recorded $
NOTE 5 – INTANGIBLE ASSETS
The Company acquired intangibles as on May 26,
2022, and consist of Videogame platform and related property rights of $
For the Nine months ended February 28, 2026, the
Company recorded $-
NOTE 6 – CAPITAL STOCK
Preferred Stock
In January 2026, the Company issued one () 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.
Common Stock
As of February 28, 2026, the Company had shares of common stock authorized.
In January 2026, the Company filed an Amended and Restated Articles of Incorporation that authorized shares of common stock with a par value of $0.0001 per share.
During the nine months ended February 28, 2026, the Company issued shares of common stock pursuant to a consulting agreement.
During the six months ended November 30, 2024, the Company did t issue any shares of common stock.
As of February 28, 2026, and May 31, 2025, the Company had shares of common stock and and 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 February
28, 2026, the Company’s officers and directors contributed additional paid in capital to the Company. At February 28, 2026, the
Company had $
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NOTE 8 – NOTE PAYABLE – OTHERS
As of May 26, 2022, Company owed a note payable
of $
NOTE 9 – INCOME TAXES
The reconciliation of income tax benefit at the U.S. statutory rate of 21% for the period ended February 28, 2026, to the company’s effective tax rate is as follows:
| 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 rise to significant portions of the net deferred tax assets at February 28, 2026, are as follows:
| Schedule of deferred tax assets | ||||
| Deferred tax assets: | ||||
| Net operating loss | $ | |||
| Valuation allowance | ||||
| $ | – | |||
The Company has approximately $
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.
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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 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.
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.
Effective May 1, 2026, Exousia AI, Inc., entered into a Rescission Agreement with Progenicyte. This canceled the license agreement for the NANOG technology effective from January 27, 2025.
Effective 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.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Note Regarding Forward-Looking Statements
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 AI, Inc., our ability to obtain additional financing on acceptable terms, our limited operating history under our current line of 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.
Overview
The Company was originally incorporated in the State of Wyoming on January 31, 2022, under 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, 2025, the Company closed 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 acquired 100% of the issued and outstanding capital stock of Exousia AI in exchange for the issuance of 62,223,000 shares of the Company’s 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 own. Effective January 31, 2026, the Company changed its corporate name with the State of Wyoming to Exousia Bio, Inc.
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. Substantially all of the Company’s prospective operations relate to the business of Exousia AI. We are a development-stage company with limited operating history under our current business plan and have not yet generated revenue from that business plan.
Recent Developments
The following developments are material to a comparison of our historical financial condition and results of operations to expected future periods:
• Change of Control and Acquisition. On November 17, 2025, in connection with the closing of the Reorganization Agreement, the Company’s prior sole officer and director resigned and Matthew Dwyer was appointed as the Company’s new Sole Officer and Director. The 62,223,000 Acquisition Shares were issued to the shareholders of Exousia AI (41,223,000 shares to Exousia Pro Holding Management, LLC and 21,000,000 shares to Progenicyte Japan CO., LTD.).
• Amended and Restated Articles; Name Change. On January 16, 2026, the Company filed an Articles of Amendment to its Articles of Incorporation in the form of Amended and Restated Articles of Incorporation, which (i) changed the Company’s name to “Exousia Bio, Inc.,” (ii) increased its authorized common stock to 100,000,000 shares ($0.0001 par value) and authorized 1,000,000 shares of 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 sum of all outstanding common stock and any other voting preferred stock.
• Series X Preferred Issuance. In January 2026, the Company issued the one outstanding share of Series X Preferred Stock to Exousia Pro Holding Management, LLC, the Company’s majority common stockholder, for the stated purpose of assuring stability and continuity of strategic control during the Company’s initial stages of development under its new business plan.
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• Convertible Promissory Note. On January 20, 2026 (funded January 26, 2026), the Company issued a $250,000 convertible promissory note (the “Convertible Note”) to GBII Partners Inc. The Convertible Note bears interest at 15% per annum (18% on default) and matured on March 26, 2026. Conversion price is 50% of market price on or before maturity, with further discounts (35%, 20% and 10% of market price) at successive 30-day intervals after 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 3,333,334 shares of common stock at its transfer agent in favor of the noteholder.
• Rescission Agreement. Effective March 14, 2026, the Company entered into a Rescission Agreement and Mutual Release with Progenicyte Japan CO., LTD., under which the 21,000,000 shares of Company common stock previously issued to Progenicyte under the Reorganization Agreement were cancelled, based on a mutual mistake of fact, with the parties releasing each other from all claims. As of February 28, 2026, this cancellation had not yet occurred and the 21,000,000 Progenicyte shares are reflected in the issued-and-outstanding common stock count at that date.
• 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.
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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
Cash and Working 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.
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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 existing funds, 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 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.
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Off-Balance Sheet Arrangements
As of February 28, 2026 and May 31, 2025, we did not 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.
Critical Accounting Estimates
The preparation of our 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 reporting periods. We consider the following accounting estimates to be the most critical to an understanding of our financial condition and results of operations:
Accounting for the Acquisition of Exousia 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.
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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 the Company's internal control over financial reporting during the Nine month ended February 28, 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.
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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
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. |
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| 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. |
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| 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: |
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| 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.
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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 Nine months ended
February 28, 2026,
Item 6. Exhibits
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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: June 16, 2026.
|
Exousia Bio, Inc. (formerly L A M Y) | |
| By: /s/ Matthew Dwyer | |
|
Matthew Dwyer Chief Executive Officer |
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EXHIBIT 31.2
CERTIFICATION OF 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
I, Matthew Dwyer, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the period ended February 28, 2026, of Exousia Pro, Inc., formerly LAMY, a Wyoming corporation (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| June 16, 2026. | |
| /s/ Matthew Dwyer | |
| Matthew Dwyer | |
|
Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF 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
I, Matthew Dwyer, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the period ended February 28, 2026, of Exousia Pro, Inc., formerly LAMY, a Wyoming corporation (the “registrant”);
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| June 16, 2026. | |
| /s/ Matthew Dwyer | |
| Matthew Dwyer | |
|
Chief Financial Officer (Principal Financial Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Exousia Pro, Inc., formerly LAMY, a Wyoming corporation (the “Company”), on Form 10-Q, for the period ended February 28, 2026, as filed with the Securities and Exchange Commission, I, Matthew Dwyer, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Quarterly Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
| June 16, 2026. | |
| /s/ Matthew Dwyer | |
| Matthew Dwyer | |
|
Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Accounting Officer) |