LMMY 8-K
Exousia Bio, Inc. (LMMY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): November 17, 2025 (
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
201 Allen Street, Unit 10104
New York, New York 10002
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| None | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item 1.01 Entry into a Material Definitive Agreement.
Plan and Agreement of Reorganization
On November 11, 2025, L A M Y, a Wyoming corporation (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 has become 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).
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. See Item 5.01 Changes in Control of Registrant.
The Company’s Board of Directors has adopted the business plan of Exousia Ai as part of its overall business plan. Please see “The Company After Acquiring Exousia Ai, Inc.” below for a complete description of the Company following the acquisition of Exousia Ai, its business plans, its financial condition and the current status of its business efforts, as a combined enterprise with Exousia Ai.
The foregoing description of the Reorganization Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Reorganization Agreement filed as Exhibit 2.1 to this Current Report and incorporated by reference in this Current Report.
Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth above under Item 1.01. Entry into a Material Definitive Agreement is incorporated in this Item 2.01.
The Company After Acquiring Exousia Ai, Inc.
The Company’s Board of Directors has adopted the business plan of Exousia Ai as part of its overall business plan. The following sets forth certain information regarding the Company that reflects these recent changes.
FORWARD-LOOKING STATEMENTS
References in this Current Report on Form 8-K to the “Company”, “us”, “we” and “our” include L A M Y and Exousia Ai, Inc., a Florida corporation, the Company’s wholly-owned subsidiary, unless otherwise indicated.
In addition, certain other forward-looking statements herein are statements regarding financial and operating performance and results and other statements that are not historical facts. The words “expect,” “project,” “estimate,” “believe,” “anticipate,” “intend,” “plan,” “forecast” and similar expressions are intended to identify forward-looking statements. Certain important risks could cause results to differ materially from those anticipated by some of the forward-looking statements. Some, but not all, of the important risks that could cause actual results to differ materially from those suggested by the forward-looking statements include, among other things: events that deprive the Company of the services of its executive officers; the Company’s ability to increase its product sales; the Company’s ability to obtain needed capital; and other uncertainties, all of which are difficult to predict and many of which are beyond the control of the Company.
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Business of Exousia Ai
Business Summary
Our company is a clinical stage biotechnology company developing new ways to exploit the therapeutic potential of exosomes, initially focused in the field of oncology. Our proprietary manufacturing process utilizes plant-based materials to create exosomes used in a number of commercial applications, including dermatology and dentistry. Our proprietary loading technology can infuse a range of molecules from drugs to DNA.
Our Exosome Vision
We believe the future of plant-based exosomes is rich with potential. As technology advances, plant exosomes could become a cornerstone of green biotechnology, offering sustainable, efficient and biocompatible solutions across medicine, agriculture and food science, for example. Their natural properties, combined with ongoing research and technological developments, make them an exciting frontier in therapeutic delivery, disease prevention and environmental sustainability.
Within our exosome strategy, we have established three separate divisions in which our planned future activities will operate.
Biotech: This division will create new therapies using exosomes, focusing on cancer.
Cosmeceutical: This division will focus on using exosomes in the multi-billion-dollar skincare industry. We are in the midst of two studies using our plant-based exosomes in skincare treatments.
Nutraceutical: This division will work on adding exosomes to certain anti-aging supplements, IV therapies, tinctures and peptides.
About Exosomes
Exosomes were first discovered in the 1980s, when researchers initially observed small vesicles being secreted by cells. These vesicles were believed to be cellular debris or byproducts of cell turnover. The breakthrough came in 1983, when two independent studies - one by John Raposo and colleagues and another by Peter Harding and his team - revealed that exosomes were not just cellular waste, but functional entities with important roles in intercellular communication. The researchers identified exosomes as small, membrane-bound vesicles ranging from 30 to 150 nanometers in diameter, released from multivesicular bodies (MVBs) into the extracellular space. These discoveries challenged earlier assumptions and opened the door to understanding exosomes as key players in various biological processes, including immune response, cell signaling, and disease progression. As the field advanced, it became clear that exosomes contained proteins, lipids, and RNA, positioning them as crucial vehicles for cell-to-cell communication and potential therapeutic applications.
Exosomes: The “FedEx® of Cells”
Exosomes are often likened to couriers because they act as delivery vehicles, transporting various molecular cargo, such as proteins, lipids, and RNA, between cells. Just as a courier picks up and delivers packages from one location to another, exosomes carry their cargo from one cell to another, facilitating communication between distant cells. This "delivery" allows exosomes to transfer information that can influence the behavior of recipient cells, such as triggering immune responses, regulating gene expression, or even contributing to disease processes like cancer metastasis. The ability of exosomes to travel through bodily fluids like blood, saliva, and urine, delivering their cargo to specific target cells, underscores their role as highly efficient biological couriers, enabling complex signaling networks within the body.
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Plant-Based Exosomes
Plant-based exosomes, also known as plant-derived exosomes or extracellular vesicles (EVs), are similar to the exosomes found in animal cells, but they are secreted by plant cells. These vesicles are small, membrane-bound structures that carry various molecular cargo, such as proteins, lipids, RNA, and other biomolecules. Just like animal exosomes, plant-derived exosomes are involved in intercellular communication, though their functions and mechanisms are still being actively researched.
What distinguishes plant-based exosomes from animal-derived exosomes is that they are naturally produced by plants and can be isolated from plant tissues, fruits, seeds, and even plant-based foods. They have gained attention for their potential use in food science, nutrition, and biomedicine due to their bioactive components and potential health benefits.
Key Features and Potential Applications
Our company views plant-based exosomes as having many potentially significant capabilities, useful in the following applications, among others:
Health Benefits: Plant exosomes are believed to carry bioactive compounds like small RNAs, proteins, and polyphenols, which can have antioxidant, anti-inflammatory, and anticancer properties. There is increasing interest in using these vesicles as nutraceuticals-biologically active food ingredients that promote health and prevent disease.
Drug Delivery: Plant-derived exosomes are also being explored for their potential to serve as drug delivery systems. They have natural properties that may make them less likely to trigger immune responses compared to synthetic or animal-derived vesicles, offering a potential advantage in clinical applications.
Environmental and Eco-Friendly: Unlike animal-derived exosomes, which can raise ethical and environmental concerns, plant-based exosomes are considered more sustainable and environmentally friendly. They can be isolated from plants that are grown in abundance, making them a renewable resource for various applications.
Viral Immunity and Disease Management: Some research has suggested that plant exosomes may play a role in plant immunity, helping plants resist infections by transporting defensive molecules. This has led to interest in using plant exosomes in immunotherapy for humans, particularly as a way to modulate immune responses in diseases like cancer.
Why We Are Developing Plant-Based Exosome Products
Plant-based exosomes will allow us to load these cell couriers with thousands of biomimetic factors, including growth factors, peptides, liposomes, amino acids, and proteins directed explicitly to target inflammation as well as for wound healing angiogenesis and the stimulation of hyaluronic acid, collagen and elastin production.
Furthermore, Plant-based exosomes can be engineered to carry drugs, proteins, or RNA molecules to specific tissues or cells, making them highly promising for targeted drug delivery systems. Exosomes are naturally adept at fusing with cell membranes, which allows them to efficiently deliver their cargo directly to the inside of recipient cells. This makes them ideal for delivering therapeutic agents to targeted locations in the body, minimizing side effects compared to conventional drugs.
Our Future With Plant-Based Exosomes
The future of plant-based exosomes is promising, with growing interest in their potential to revolutionize fields like medicine, agriculture, and food science. As research into their properties and applications expands, we are likely to see significant advances in both their use as therapeutic tools and their integration into various industries. Below is a discussion of which areas we believe plant-based exosomes could make a significant impact, in the future.
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Drug Delivery and Targeted Therapy. One of the most exciting possibilities for plant-based exosomes is their use in targeted drug delivery. Due to their natural ability to carry bioactive molecules (proteins, lipids, RNAs) across cellular membranes, plant exosomes could be engineered to deliver therapeutic drugs, gene therapies, or even vaccines directly to specific cells or tissues. This targeted delivery could help minimize side effects and enhance the effectiveness of treatments for conditions such as cancer, autoimmune diseases, and neurodegenerative disorders.
Future Impact: Researchers are working on optimizing plant exosomes as delivery systems for chemotherapeutic agents, RNA-based therapies (like siRNA or mRNA), and immune modulators, which could offer a safer and more efficient alternative to traditional delivery methods.
Immunotherapy and Vaccine Development. Plant exosomes have shown promise in immunotherapy, particularly in their potential to modulate immune responses. Because exosomes can carry and deliver immune-stimulating molecules, they might be used to enhance the immune system's ability to recognize and attack cancer cells or pathogens. Additionally, plant exosomes are being explored for their potential in vaccine delivery, where they could deliver antigens to stimulate a protective immune response without the risk of disease transmission from animal-based products.
Future Impact: Plant exosome-based vaccines and immune therapies could become an affordable, scalable, and safer alternative to current vaccine technologies, with fewer concerns about contamination from animal pathogens.
Nutraceuticals and Food Supplements. Plant exosomes are thought to carry bioactive molecules, such as polyphenols, flavonoids, and small RNAs, that have health-promoting effects. These exosomes could be used as nutraceuticals-natural food-based substances that offer health benefits beyond basic nutrition. Since exosomes can protect and deliver their bioactive cargo more effectively than simple nutrients, plant-based exosomes could enhance the bioavailability of nutrients and therapeutic compounds.
Future Impact: We may see the development of new, plant-derived functional foods or supplements, including exosome-enriched products that help in preventing chronic diseases, reducing inflammation, or improving gut health. These products could be more effective and easier to absorb than current supplements.
Gene Therapy and RNA Delivery. Plant exosomes can naturally carry and transport small RNA molecules, including miRNA (microRNA) and siRNA (small interfering RNA). These RNA molecules have the potential to regulate gene expression and are of great interest for gene therapy. By using plant exosomes to deliver RNA to target cells, it may be possible to manipulate gene expression in a controlled way for therapeutic purposes.
Future Impact: In the future, plant exosomes could be engineered to deliver RNA therapies for genetic disorders (e.g., cystic fibrosis, muscular dystrophy) and other conditions where gene silencing or activation is needed. This could be a more natural and efficient delivery system compared to viral vectors currently used in gene therapy.
Cancer Diagnosis and Treatment. Exosomes, in general, are involved in cell-to-cell communication and can carry molecules that reflect the condition of their originating cells. Plant-based exosomes, due to their biocompatibility and lack of toxicity, could be engineered for use in cancer diagnostics and therapeutics. They might be used to carry tumor-associated antigens or RNA-based treatments that could target and destroy cancer cells.
Future Impact: Plant exosome-based diagnostics could be developed as non-invasive tests for detecting cancer or monitoring treatment response. Additionally, they could play a role in targeting specific cancer cells, improving the precision of cancer therapies while reducing damage to healthy tissue.
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Cosmetic and Skin Care Applications. Due to their ability to deliver bioactive compounds and proteins, plant-based exosomes are being explored for use in cosmetics and skin care products. These exosomes could be used to deliver anti-aging compounds, moisturizing agents, and other beneficial ingredients directly to skin cells, improving the effectiveness of skin treatments.
Future Impact: Plant exosomes could revolutionize the cosmetic industry by creating new anti-aging formulations, wound healing products, and skin regeneration therapies. Exosome-based cosmetics could be more effective than current formulations, with fewer side effects.
Environmental and Agricultural Benefits. Plant exosomes are involved in plant immunity and are being studied for their potential role in plant defense against pathogens. In agriculture, plant-based exosomes could be used as natural pesticides or plant growth regulators to enhance crop protection without the need for synthetic chemicals.
Future Impact: Plant exosomes could be used in agriculture to create sustainable and eco-friendly pest control, enhanced crop resistance to diseases, and even improved plant growth. This could help reduce reliance on harmful chemicals and contribute to more sustainable farming practices.
Cost-Effective and Scalable Production. One of the key advantages of plant-based exosomes is the ease of scalable production. Unlike animal or synthetic-based exosome systems, plants can be grown in large quantities, making it possible to produce exosomes at a lower cost. This scalability could facilitate their use in a wide range of commercial applications.
Future Impact: Plant-based exosomes could be mass-produced for therapeutic, industrial, and agricultural uses, leading to the creation of affordable and accessible treatments in areas like gene therapy, drug delivery, and disease prevention.
Recent Development – Orphan Drug Designation
In November 2025, Exousia Ai received Orphan Drug Designation (ODD) from the U.S. Food and Drug Administration (FDA) for malignant Glioma, a/k/a Glioblastoma multiforme (GBM). Exousia Ai, along with Dr. Marvin S. Hausman, had filed for ODD last year for its exosome-based GBM treatment. The ODD approved by the FDA opens opportunities for advancing Exousia Ai’s cancer therapy as it moves into the next clinical phases.
GBM is the most common and highly malignant central nervous system (CNS) tumor that currently lacks adequate treatment, according to the Company’s management. Exousia Ai’s breakthrough exosomal technology has the ability to deliver a wide range of therapeutics, including genetic material, into cells afflicted with cancer, such as GBM. The therapeutic technology presented in this ODD is a method for using exosomes loaded with desired nucleic acids, in the effective treatment of GBM when combined with currently available standard anticancer therapy.
To receive ODD, a company, like Exousia Ai, must submit a request to the FDA with a scientific rationale demonstrating a medically plausible basis for expecting the drug to be effective in treating the rare disease. Preclinical or clinical data often support this rationale. The FDA reviews these requests and, if the criteria are met, grants the orphan drug designation.
Intellectual Property
Progenicyte License. Effective January 1, 2025, Exousia Ai entered into an Alliance Agreement (the “Progenicyte Agreement”) with Progenicyte Japan CO., LTD. (“Progenicyte”), with respect to a business alliance regarding the implementation of certain technologies (the “Licensed Technologies”) in Exousia Ai’s exosome products. Exousia Ai pays Progenicyte a license fee with respect to the Licensed Technologies of $16,667 per month.
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The Licensed Technologies relate to a Progenicyte invention known as “A Novel Method to Load the Desired Nucleic Acid Into Exosomes as a Nucleic Acid Drug Delivery System.” The Licensed Technologies are the subject of a USPTO 371 PCT (Patent Cooperation Treaty) Patent Application PCT/JP2024/009529, filed March 13, 2023, which claims priority to Japanese Patent Application 2022-040244, filed March 15, 2022.
Proprietary. Exousia Ai also owns the following intellectual property:
| · | Those serotonin assay(s) being developed by Dr. Kiminobu Sugaya at the University of Central Florida, including, but not limited to, preclinical and clinical data deriving therefrom or associated therewith. |
| · | Exosome development protocol currently active at the laboratory of Dr. Kiminobu Sugaya at the University of Central Florida, including blood samples sent from the laboratory of Dr. Viviana Trezza and analysis data therefor obtained by Fabrizio Ascone. |
In addition, Exousia Ai owns additional proprietary intellectual properties (the “Proprietary IP”) that Exousia Ai considers key to its business plans, as follows:
| · | A Novel Method to Load the Desired Nucleic Acid into Exosomes as a Nucleic Acid Drug Delivery System; |
| · | Differential Sequence of Exosomal Nanog Dna as a Potential Diagnostic Cancer Marker; and |
| · | Delivery of Gene Expression Modulating Agents for Therapy Against Cancer and Viral Infection. |
By combining the Licensed Technologies with the Proprietary IP, we believe we will be able to produce products that will be extremely effective in assisting in the treatment of many diseases, including certain cancers.
Sourcing
It is our objective to produce all plant-based exosomes needed in our business operations. However, until such time, we intend to source our mammalian exosomes from suppliers in the United States. We expect no difficulties in obtaining needed supplies of such exosomes.
Competition
We are in competition with companies that are larger, more established and better capitalized than are we. The medical products development industry and the consumer medical products industry are highly competitive, rapidly evolving and subject to constant change. The number of competitors in each of these industries is substantial. We expect that, if our products establish a market niche, competition will arise from a variety of sources, including from large health-related companies to other smaller national and regional health-related companies.
Many of our potential competitors possess:
| · | greater financial, technical, personnel, promotional and marketing resources; |
| · | longer operating histories; |
| · | greater name recognition; and |
| · | larger consumer bases. |
We cannot assure you that we will be able to compete effectively in our extremely competitive industry.
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Government Regulations
Having obtained Orphan Drug status from the FDA for Exousia Ai’s Glioblastoma Multiforme (GBM) treatment using exosomes, all of our business activities are required to be conducted in accordance with all FDA and other relevant rules and regulations.
Properties
The Company shares its principal office in St. Petersburg, Florida, with Exousia Pro, Inc., its majority shareholder, at a monthly rental of $150. The Company also shares a 1,000 square foot lab space in Orlando, Florida, with Exousia Pro, Inc., at a monthly rental of $2,160.83. The Company owns no real property.
Employees
Our employees consist of our sole executive officer of the Company and a lab technician in the Orlando lab. Should the Company obtain additional funding, it is expected that it will hire a small number of additional employees. The Company has used, and expects to continue using, the services of certain outside consultants and advisors as needed on a consulting basis.
Risk Factors
Risks Related to Our Limited Operating History, Financial Position and Capital Needs
We have a limited operating history and a history of net losses, and we may not achieve or maintain profitability in the future. We have a limited history of operations and are considered an early-stage company. We are subject to many risks common to such enterprises, including under-capitalization, cash shortages, limitations with respect to personnel, financial, and other resources, and lack of revenues, as well as significant competition from existing and emerging competitors, many of which are established and have access to capital. In addition, as a new business, we may encounter unforeseen expenses, difficulties, complications, delays, and other known and unknown factors. We will need to transition from an early-stage company to a company capable of supporting larger scale commercial activities. If we are not successful in such a transition, our business, results, and financial condition will be harmed.
Although we expect to become profitable, there is no guarantee that such will be the case, and we may never become profitable. We currently have a negative operating cash flow and may continue to have that for the foreseeable future. Our net losses may worsen and our ability to generate revenues and potential to become profitable will depend largely on our ability to manufacture and market our products. There can be no assurance that any such events will occur or that we will ever become profitable. Even if we do achieve profitability, we cannot predict the level of such profitability. If we sustain losses over an extended period of time, we may be unable to continue our business.
We will need additional financing to continue to sustain operations at this time. Our operating cash flow is insufficient to fund all of our operational needs and we will require additional financing to continue our operations. There can be no assurance that such financing will be available on favorable terms or at all. Failure to obtain additional financing could result in delay or indefinite postponement of the deployment of our products. Additional financing may dilute the ownership interest of our shareholders at the time of the financing, and may dilute the value of their investment in our common stock. After taking into account the proceeds of this offering, we anticipate that our current cash reserves will last in excess of twelve months under our present operating expectations.
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We may face difficulties obtaining additional financing, and additional financing may result in further dilution. We anticipate expending substantial funds to carry out the development, introduction, distribution, and manufacture of our products. We may require additional funds for these purposes through one or more public or private financing transactions. No assurance can be given that such additional funds will be available on acceptable terms or at all. Additionally, U.S. banks often refuse to provide banking services to businesses involved in the psilocybin industry because of the present state of the laws and regulations governing financial institutions in the United States, which discourage the provision of banking services to companies involved in the research or production of controlled substances. Consequently, in comparison to companies in other industries, we may face increased difficulties in obtaining financing from U.S. banks due to the nature of our business. If such funds are unavailable or are only available at a prohibitive cost, we may have to significantly curtail our product development program or seek funds through financing alternatives, including equity financing. Any additional equity financing may result in dilution to existing shareholders.
There is doubt about our ability to continue as a viable business. We have not earned a profit from our operations during recent financial periods. There is no assurance that we will ever earn a profit from our operations in future financial periods.
We may be unable to obtain sufficient capital to implement our full plan of business. Currently, we do not have sufficient financial resources with which to establish our growth strategies. There is no assurance that we will be able to obtain sources of financing, including in this offering, in order to satisfy our working capital needs.
We do not have a successful operating history. Because neither our company nor Exousia Ai has ever earned a profit, an investment in our company is speculative in nature. Because of this lack of operating success, it is difficult to forecast our future operating results. Additionally, our operations will be subject to risks inherent in the implementation of new business strategies, including, among other factors, efficiently deploying our capital, developing and implementing our marketing campaigns and strategies and developing greater awareness. Our performance and business prospects will suffer if we are unable to overcome the following challenges, among others:
| - | our dependence upon external sources for the financing of our operations, particularly given that there are concerns about our ability to continue as a going concern; | |
| - | our ability to execute our business strategies; | |
| - | our ability to manage our expansion, growth and operating expenses; | |
| - | our ability to finance our business; | |
| - | our ability to compete and succeed in highly a competitive industry; and | |
| - | future geopolitical events and economic crisis. |
There are risks and uncertainties encountered by under-capitalized companies. As an under-capitalized company, we are unable to offer assurance that we will be able to overcome our lack of capital, among other challenges.
We may not be successful in establishing our exosome-based business model. We are unable to offer assurance that we will be successful in establishing our exosome-based business model. Should we fail to do so, you can expect to lose your entire investment in our common stock.
We may never earn a profit in future financial periods. Because we lack a successful operating history, we are unable to offer assurance that we will ever earn a profit in future financial periods.
If we are unable to manage future expansion effectively, our business may be adversely impacted. In the future, we may experience rapid growth in our operations, which could place a significant strain on our company’s infrastructure, in general, and our internal controls and other managerial, operating and financial resources, in particular. If we are unable to manage future expansion effectively, our business would be harmed. There is, of course, no assurance that we will enjoy rapid development in our business.
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We currently depend on the efforts of our sole executive officer; the loss of this person could disrupt our operations and adversely affect the further development of our business. Our success in establishing implementing our exosome-based business strategies will depend, primarily, on the continued service of our sole executive officer, Matthew Dwyer. The loss of Mr. Dwyer, for any reason, could seriously impair our ability to execute our business strategies, which could have a materially adverse effect on our business and future results of operations. We have not entered into an employment agreement with Mr. Dwyer. We have not purchased any key-man life insurance.
If we are unable to recruit and retain key personnel, our business may be harmed. If we are unable to attract and retain key personnel, our business may be harmed. Our failure to enable the effective transfer of knowledge and facilitate smooth transitions with regard to our key employees could adversely affect our long-term strategic planning and execution.
Our exosome-based strategies are not based on independent market studies. We have not commissioned any independent market studies with respect to the potential markets for our exosome-based products. Rather, our implementation plans and achieving profitability are based on the experience, judgment and assumptions of our management. If these assumptions prove to be incorrect, we may not be successful in establishing our business.
Our Board of Directors may change our policies without shareholder approval. Our policies, including any policies with respect to investments, leverage, financing, growth, debt and capitalization, will be determined by our Board of Directors or officers to whom our Board of Directors delegates such authority. Our Board of Directors will also establish the amount of any dividends or other distributions that we may pay to our shareholders. Our Board of Directors or officers to which such decisions are delegated will have the ability to amend or revise these and our other policies at any time without shareholder vote. Accordingly, our shareholders will not be entitled to approve changes in our policies, which policy changes may have a material adverse effect on our financial condition and results of operations.
Risks Related to Our Business
We are in competition with companies that are larger, more established and better capitalized than is our company. We are in competition with companies that are larger, more established and better capitalized than are we. The medical products development industry and the consumer medical products industry are highly competitive, rapidly evolving and subject to constant change. The number of competitors in each of these industries is substantial. We expect that, if our products establish a market niche, competition will arise from a variety of sources, including from large health-related companies to other smaller national and regional health-related companies.
Many of our potential competitors possess:
| - | greater financial, technical, personnel, promotional and marketing resources; | |
| - | longer operating histories; | |
| - | greater name recognition; and | |
| - | larger consumer bases. |
We cannot assure you that we will be able to compete effectively in our extremely competitive industry.
Our planned consumer medical products will compete in highly competitive markets, which would result in pressure on our profit margins and limit our ability to establish, maintain and increase the market share of our products. All of our future products will be subject to significant competition and pricing pressures. We will experience significant competitive pricing pressures, as well as competitive products. While we expect that our exosome-infused products will possess unique competitive features as compared to those offered by other companies, several competitors can be expected to offer products with prices that may match or are lower than ours.
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It is possible that one or more of our competitors could develop a significant research advantage over our company that allows them to provide superior products or pricing, which could put us at a competitive disadvantage. Continued pricing pressure or improvements in research and shifts in customer preferences away from products such as our planned products could adversely impact our customer base or pricing structure and have a material and adverse effect on our business, financial condition, results of operations and cash flows.
Any future adverse publicity or consumer perception of our planned products and any similar products distributed by others could harm our reputation and adversely affect our sales and revenues. We expect that we will be highly dependent upon positive consumer perceptions of the quality of our planned products, as well as similar products distributed by other companies. Consumer perception of our products can be substantially influenced by scientific research or findings, national media attention and other publicity about product use. Adverse publicity from these sources regarding the safety, quality or efficacy of our products, or products similar to ours, could harm our reputation and results of operations. The mere publication of news articles or reports asserting that such products may be harmful or questioning their efficacy could have a material adverse effect on our business, financial condition and results of operations, regardless of whether such news articles or reports are scientifically supported or whether the claimed harmful effects would be present at the dosages recommended for such products.
If we are unable to develop and later market our products under development in a timely manner or at all, or if competitors develop or introduce similar products that achieve commercialization before our products enter the market, the demand for our products may decrease or the products could become obsolete. Our planned products will compete in extremely competitive markets, where competitors may already be well established. We expect that competitors will continue to innovate and to develop and introduce similar products that could be competitive in both price and performance. Competitors may succeed in developing or introducing similar products earlier than, obtaining regulatory approvals and clearances for such products before our products are approved and cleared, or developing more effective products. In addition, competitors may have products which may achieve commercialization before our products enter the market.
If our planned products do not provide the beneficial effects intended, our business may suffer. Our planned products are expected to contain exosomes and other innovative ingredients or combinations of ingredients. It is possible that one or more of our planned products could have certain side effects if not used as directed or if used by a consumer that has certain medical conditions. Furthermore, there can be no assurance that any of our planned products, even when used as directed, will have the effects intended or will not have harmful side effects. Should any of our planned products cause unwanted side effects or not have the results intended, it could have a material adverse effect on our business, financial condition and results of operations.
Our marketing strategies for our planned products may not be successful. We will be required to attract customers to our products, all of which will be new upon their introduction. Should our marketing strategies fail to establish sales of our planned products, our operations will be adversely affected.
Our business may be affected by litigation and government investigations. We may, from time to time, receive inquiries and subpoenas and other types of information requests from government authorities and others and we may become subject to claims and other actions related to our business activities. While the ultimate outcome of investigations, inquiries, information requests and legal proceedings is difficult to predict, defense of litigation claims can be expensive, time-consuming, and distracting, and adverse resolutions or settlements of those matters may result in, among other things, modification of our business practices, costs and significant payments, any of which could have a material adverse effect on our business, financial condition, results of operations and prospects.
There will be no third-party oversight over the manufacturer of our planned products, should we determine to contract for their manufacture. For our planned products, we may elect to engage one or more third-party manufacturers whose facilities are FDA-approved. While such facilities are inspected by the FDA, FDA inspections may not be conducted on a regular basis. Further, we do not intend to employ an independent third party to inspect regularly any such facility nor will our management regularly visit such facility to conduct a quality control review. As such, there is a risk that the quality of our planned products could decline. Any decline, or perception of decline, in the quality of our planned products could adversely affect our reputation and consequently adversely affect our results of operations and revenue.
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The sale of our planned products will involve product liability and related risks that could expose us to significant insurance and loss expenses. We will face an inherent risk of exposure to product liability claims if the use of our planned products results in, or is believed to have resulted in, illness or injury. In addition, interactions of these planned products with other products, prescription medicines and over-the-counter drugs have not been fully explored or understood and may have unintended consequences.
Any product liability claim may increase our costs and adversely affect our revenue and operating income. Moreover, liability claims arising from a serious adverse event may increase our costs through higher insurance premiums and deductibles and may make it more difficult to secure adequate insurance coverage in the future. In addition, our product liability insurance may fail to cover future product liability claims, which, if adversely determined, could subject us to substantial monetary damages.
We will be subject to product recalls. Manufacturers and distributors of products are sometimes subject to the recall or return of their products for a variety of reasons, including product defects, such as contamination, unintended harmful side effects or interactions with other substances, packaging safety and inadequate or inaccurate labeling disclosure. If any of our planned products are recalled due to an alleged product defect or for any other reason, we could be required to incur the unexpected expense of the recall and any legal proceedings that might arise in connection with the recall. We may lose a significant amount of sales and may not be able to replace those sales at an acceptable margin or at all. In addition, a product recall may require significant management attention. There can be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuits. Additionally, if one of our products were subject to recall, the image of that product and our company could be harmed. A recall for any of the foregoing reasons could lead to decreased demand for our products and could have a material adverse effect on our results of operations and financial condition. Additionally, product recalls could lead to increased scrutiny of our operations by the FDA or other regulatory agencies, requiring further management attention and potential legal fees and other expenses.
Our intellectual property rights are valuable, and any inability to protect them could reduce the value of our products and brand. We have invested, and will continue to invest, resources to protect our brands and intellectual property rights. However, we may be unable or unwilling to strictly enforce our intellectual property rights, including our patents and trademarks, from infringement. Our failure to enforce our intellectual property rights could diminish the value of our brands and product offerings and harm our business and future growth prospects.
If we are unable to obtain and maintain protection of our intellectual property, which are costly to maintain, the value of our products may be adversely affected. Our industry is characterized by vigorous pursuit and protection of intellectual property rights, which has resulted in protracted and expensive litigation for several companies. Third parties may assert claims of misappropriation of trade secrets or infringement of intellectual property rights against us or against our end customers or partners for which we may be liable.
As our business expands, the number of products and competitors in our markets can be expected to increase and product overlaps to occur, and infringement claims may increase in number and significance. Intellectual property lawsuits are subject to inherent uncertainties due to the complexity of the technical issues involved, and we cannot be certain that we would be successful in defending ourselves against intellectual property claims. Further, many potential litigants have the capability to dedicate substantially greater resources than we can to enforce their intellectual property rights and to defend claims that may be brought against them. Furthermore, a successful claimant could secure a judgment that requires us to pay substantial damages or prevents us from distributing products or performing certain services.
We will attempt to protect our intellectual property position, in part, by filing patent applications related to our developed proprietary technologies, inventions and improvements that are important to our business. However, our patent and trademark positions are not likely, by themselves, to prevent others from commercializing products that compete directly with our products. In addition, any patents and trademarks that may be owned by us or issued to us could be challenged, invalidated or held to be unenforceable. We also note that any patent granted may not provide a competitive advantage to us. Our competitors may independently develop technologies that are substantially similar or superior to our technologies. Further, third parties may design around our proprietary products and technologies.
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We rely on certain trade secrets and we may not be able to adequately protect our trade secrets even with contracts with our personnel and third parties. Also, any third party could independently develop and have the right to use, our trade secret, know-how and other proprietary information. If we are unable to protect our intellectual property rights, our business, prospects, financial condition and results of operations could suffer materially.
Risks Related to a Purchase of the Offered Shares
We may seek additional capital that may result in shareholder dilution or that may have rights senior to those of our common stock. From time to time, we may seek to obtain additional capital, either through equity, equity-linked or debt securities. The decision to obtain additional capital will depend on, among other factors, our business plans, operating performance and condition of the capital markets. If we raise additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of our common stock, which could negatively affect the market price of our common stock or cause our shareholders to experience dilution.
You may never realize any economic benefit from your ownership of our common stock. Because our common stock is volatile and thinly traded, there is no assurance that you will ever realize any economic benefit from shares common stock purchased by you.
We do not intend to pay dividends on our common stock. We intend to retain earnings, if any, to provide funds for the implementation of our business strategy. We do not intend to declare or pay any dividends in the foreseeable future. Therefore, there can be no assurance that holders of our common stock will receive cash, stock or other dividends on their shares of our common stock, until we have funds which our Board of Directors determines can be allocated to dividends.
Our shares of common stock are Penny Stock, which may impair trading liquidity. Disclosure requirements pertaining to penny stocks may reduce the level of trading activity in the market for our common stock and investors may find it difficult to sell their shares. Trades of our common stock will be subject to Rule 15g-9 of the SEC, which rule imposes certain requirements on broker-dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, broker-dealers must make a special suitability determination for purchasers of the securities and receive the purchaser’s written agreement to the transaction prior to sale. The SEC also has rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in that security is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.
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Our common stock is thinly traded and its market price may become highly volatile. There is currently only a limited market for our common stock. A limited market is characterized by a relatively limited number of shares in the public float, relatively low trading volume and a small number of brokerage firms acting as market makers. The market for low priced securities is generally less liquid and more volatile than securities traded on national stock markets. Wide fluctuations in market prices are not uncommon. No assurance can be given that the market for our common stock will continue. The price of our common stock may be subject to wide fluctuations in response to factors such as the following, some of which are beyond our control:
| - | quarterly variations in our operating results; |
| - | operating results that vary from the expectations of investors; |
| - | changes in expectations as to our future financial performance, including financial estimates by investors; |
| - | reaction to our periodic filings, or presentations by executives at investor and industry conferences; |
| - | changes in our capital structure; |
| - | announcements of innovations or new services by us or our competitors; |
| - | announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments; |
| - | lack of success in the expansion of our business operations; |
| - | announcements by third parties of significant claims or proceedings against our company or adverse developments in pending proceedings; |
| - | additions or departures of key personnel; |
| - | asset impairment; |
| - | temporary or permanent inability to operate our retail location(s); and |
| - | rumors or public speculation about any of the above factors. |
Our common stock is subject to price volatility unrelated to our operations. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of other companies in the same industry, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our company’s competitors or our company itself. In addition, the over-the-counter stock market is subject to extreme price and volume fluctuations in general. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.
Future sales of our common stock, or the perception in the public markets that these sales may occur, could reduce the market price of our common stock. In general, our officers and directors and major shareholders, as affiliates, under Rule 144 may not sell more than one percent of the total issued and outstanding shares in any 90-day period, and must resell the shares in an unsolicited brokerage transaction at the market price. The availability for sale of substantial amounts of our common stock under Rule 144 or otherwise could reduce prevailing market prices for our common stock.
As an issuer of penny stock, the protection provided by the federal securities laws relating to forward looking statements does not apply to us. Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to issuers of penny stocks. As a result, we will not have the benefit of this safe harbor protection in the event of any legal action based upon a claim that the material provided by us contained a material misstatement of fact or was misleading in any material respect because of our failure to include any statements necessary to make the statements not misleading. Such an action could hurt our financial condition.
Management
The following table sets forth certain information concerning our company’s executive management.
| Name | Age | Position(s) | |||||
| Matthew Dwyer | 60 | President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director | |||||
Our directors serve until a successor is elected and qualified. Our officers are elected by the Board of Directors to a term of one (1) year and serves until their successor(s) is duly elected and qualified, or until they are removed from office.
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Certain information regarding the background of our sole officer and director is set forth below.
Matthew Dwyer assumed his positions with our company on November 14, 2025. Since April 2025, Mr. Dwyer has served as President of Exousia Pro, Inc., formerly Marijuana, Inc., a publicly-traded Florida corporation (trading symbol: MAJI), an exosome-based biotechnology company. For more than the last 10 years, Mr. Dwyer has managed his own investments. In addition, from November 2017 to December 2022, Mr. Dwyer served as an officer and director of JFH Digital E-Commerce Corp., formerly Integrated Cannabis Solutions, Inc. (trading symbol: IGPK), an online commerce company. Mr. Dwyer has also served variously as an officer and director of the following companies: from November 2017 to November 2021, he was President and Director of Global Consortium, Inc., a company active in the cannabis industry in California; from November 2017 to October 2020, he was President and Director of Trans Global Group, Inc., a specialty products company; from April 2004 to April 2017, he was President and Director of Baron Capital Enterprise, Inc., a consulting company and debt financier; From January 2017 to June 2017, he was President and Director of Experience Art and Design, Inc., a development-stage company that was seeking to acquire an active business. Mr. Dwyer will devote no less than 20 hours per week to the Company’s business. The Company believes that Mr. Dwyer is capable of serving in his positions with the Company, without any impairment.
Principal Owners of Common Stock
The following table sets forth information known to the Company relating to the beneficial ownership of shares of the Company’s voting securities, as of the date of this Current Report, by: each person who is known by us to be the beneficial owner of more than 5% of our outstanding voting stock; each director; each named executive officer; and all named executive officers and directors as a group. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.
| Name of Shareholder |
Number of Shares Beneficially Owned |
% Beneficially Owned(1) |
|||||||
| Executive Officers and Directors | |||||||||
| Matthew Dwyer | 0 | 0 | % | ||||||
| Officers and directors, as a group (1 person) | 0 | 0 | % | ||||||
| 5% Owners | |||||||||
| Exousia Pro Holding Management, LLC(2) | 41,223,000 | 58.89 | % | ||||||
| Progenicyte Japan CO., LTD.(3) | 21,000,000 | 30.00 | % | ||||||
| Zhang Shengwu | 5,250,000 | 7.50 | % | ||||||
| (1) | Based on 70,000,000 shares of common stock outstanding as of November 17, 2025. | |
| (2) | The shareholder is a wholly-owned subsidiary to Exousia Pro, Inc., formerly Marijuana, Inc., the Chief Executive Officer of which is Michael Sheikh. As Chief Executive Officer, Mr. Sheikh possesses voting and dispositive control over the shares owned by this shareholder. The address of this shareholder is 7901 4th Street N #23494, St. Petersburg, Florida 33702. | |
| (3) | The CEO of this shareholder is Neung Suh. As CEO, Mr. Suh possesses voting and dispositive control over the shares owned by this shareholder. The address of this shareholder is 6 Chome-9-1 Minatojima Nakamachi, Chuo Ward, Kobe, Hyogo, 650-0046, Japan. |
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Item 3.02 Unregistered Sales of Equity Securities.
The description of the issuances of the Acquisition Shares pursuant to the Reorganization Agreement set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The issuances of the Acquisition Shares were made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder, as there was no general solicitation, the issuances did not involve a public offering, and there were only two shareholders of Exousia Ai, each of whom were accredited or financially sophisticated.
Item 5.01 Changes in Control of Registrant.
The description of the issuances of the Acquisition Shares pursuant to the Reorganization Agreement set forth in Item 1.01 above is incorporated by reference into this Item 5.01. The issuance of 41,223,000 Acquisition Shares to Exousia Pro Holding Management, LLC (“EPHM”), a subsidiary of Exousia Pro, Inc., formerly Marijuana, Inc., a publicly-traded Florida corporation (trading symbol: MAJI), constituted a change of control as Zhang Shengwu, who owned over 50% of the Company’s common stock prior to the closing of the Reorganization Agreement, no longer controls the Company after effecting the issuances described above. EPHM’s ownership of Company common stock represents approximately 58.89% of the Company’s outstanding shares of common stock.
As set forth in Item 1.01 above, 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.
Certain information regarding the background of Mr. Dwyer is set forth below.
| Matthew Dwyer, 60, has, since April 2025, served as President of Exousia Pro, Inc., formerly Marijuana, Inc., a publicly-traded Florida corporation (trading symbol: MAJI), an exosome-based biotechnology company. For more than the last 10 years, Mr. Dwyer has managed his own investments. In addition, from November 2017 to December 2022, Mr. Dwyer served as an officer and director of JFH Digital E-Commerce Corp., formerly Integrated Cannabis Solutions, Inc. (trading symbol: IGPK), an online commerce company. Mr. Dwyer has also served variously as an officer and director of the following companies: from November 2017 to November 2021, he was President and Director of Global Consortium, Inc., a company active in the cannabis industry in California; from November 2017 to October 2020, he was President and Director of Trans Global Group, Inc., a specialty products company; from April 2004 to April 2017, he was President and Director of Baron Capital Enterprise, Inc., a consulting company and debt financier; From January 2017 to June 2017, he was President and Director of Experience Art and Design, Inc., a development-stage company that was seeking to acquire an active business. Mr. Dwyer will devote no less than 20 hours per week to the Company’s business. The Company believes that Mr. Dwyer is capable of serving in his positions with the Company, without any impairment. |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The disclosure set forth above under Item 5.01. Changes in Control of Registrant is incorporated in this Item 5.02.
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Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The Company will file any financial statements required by this Item not later than 71 days after the closing of the Reorganization Agreement.
(b) Pro Forma Financial Information.
The Company will file any financial statements required by this Item not later than 71 days after the closing of the Reorganization Agreement.
(d) Exhibits.
| Exhibit Number | Description | |
| 2.1 | Plan and Agreement of Reorganization between the Company and the Shareholders of Exousia Ai, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LAMY | ||||||
| Date: November 17, 2025 | By: |
/s/ Zhang Shengwu | ||||
| Zhang Shengwu | ||||||
| Chief Executive Officer | ||||||
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Exhibit 2.1
PLAN AND AGREEMENT OF REORGANIZATION
This Plan and Agreement of Reorganization (the “Plan of Reorganization”) is entered into as of the 11th day of November, 2025, by and among L A M Y, a Wyoming corporation (“Purchaser”), and those persons executing this Plan of Reorganization below, all of whom are shareholders of Exousia Ai, Inc., a Florida corporation (the “Acquired Corporation”). These persons, as a group, are sometimes referred to collectively in this Plan of Reorganization as the “Shareholders”. The Shareholders own, in the aggregate, 100% of all of the outstanding shares of capital stock of the Acquired Corporation.
This Plan of Reorganization comprises a reorganization within the meaning of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended. Purchaser will acquire from the Shareholders all of the issued and outstanding shares of capital stock of Acquired Corporation, in exchange solely for shares of voting stock of Purchaser. Under this Plan of Reorganization, Acquired Corporation will become a wholly-owned subsidiary of Purchaser.
In order to consummate this Plan of Reorganization, Purchaser and the Shareholders, in consideration of the mutual covenants and on the basis of the representations and warranties set forth, agree as follows:
Article 1. Exchange of Capital Stock.
1.01. Transfer of Acquired Corporation’s Capital Stock. Subject to the terms and conditions of this Plan of Reorganization, the Shareholders will transfer and deliver to Purchaser, on or before the Closing Date, certificates for shares of capital stock of Acquired Corporation, duly endorsed in blank, as follows:
|
Name of Shareholder |
Shares of Capital Stock of Acquired Corporation |
|
Exousia Pro Holding Management, LLC Progenicyte Japan CO., LTD. |
70,000 shares of Common Stock 30,000 shares of Series A Preferred Stock |
1.02. Consideration for Transfer. In exchange for the number of shares transferred by the Shareholders pursuant to Section 1.01, Purchaser shall issue and cause to be delivered to the Shareholders, on the Closing Date, a total of 62,223,000 shares of common stock of Purchaser (the “Purchaser Common Stock”), as follows:
|
Name of Shareholder |
Shares of Purchaser Common Stock |
|
Exousia Pro Holding Management, LLC Progenicyte Japan CO., LTD. |
41,223,000 shares 21,000,000 shares |
| Total Shares | 62,223,000 shares |
1.03. The Closing; Closing Date. Unless this Plan of Reorganization shall have been terminated and the transactions herein contemplated shall have been abandoned, the closing date of this Plan of Reorganization (the “Closing”) will take place on the business day upon satisfaction of the conditions set forth in Article 6 (or as soon as practicable thereafter following satisfaction or waiver of the conditions set forth in Article 6) (the “Closing Date”), at such time and location as may be agreed upon by Parent and Acquired Company.
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Consummation shall include the delivery by the Shareholders of their respective shares of capital stock of Acquired Corporation and the delivery by Purchaser of the Purchaser Common Stock, as provided in Sections 1.01 and 1.02 of this Plan of Reorganization, respectively.
Article 2. Representations and Warranties of the Shareholders.
The Shareholders, and each of them, represent and warrant, as of the date of this Plan of Reorganization and as of the Closing Date, as follows:
2.01. Organization and Standing of Acquired Corporation. Acquired Corporation is a corporation duly organized, validly existing and in good standing under the laws of the State of Florida, with corporate power to own property and carry on its business as it is now being conducted. Acquired Corporation is qualified to transact business as a foreign corporation and is in good standing in all jurisdictions in which it carries on business or in which any of its principal properties are located.
2.02. Subsidiaries. Acquired Corporation has no subsidiaries nor any interest in any other corporation, firm, partnership or other juridical entity.
2.03. Capitalization. Acquired Corporation has an authorized capitalization of 100,000,000 shares of $.001 par value common stock and 5,000,000 shares of $.001 par value preferred stock. As of the date of this Plan of Reorganization, 70,000 shares of $.001 par value common stock are issued and outstanding, fully paid and non-assessable and 30,000 shares of $.001 par value Series A Preferred Stock are issued and outstanding, fully paid and non-assessable. There are no outstanding subscriptions, options, contracts, commitments or demands relating to the authorized but unissued capital stock of Acquired Corporation or other agreements of any character under which Acquired Corporation would be obligated to issue or purchase shares of its capital stock.
2.04. Financial Statements. The Shareholders shall deliver to Purchaser, prior to Closing, unaudited financial statements of Acquired Corporation for the years ended December 31, 2024 and 2023. All such financial statements shall have been prepared in accordance with generally accepted accounting principles (GAAP), such financial statements are capable of PCAOB audit and the Shareholders shall cause Acquired Corporation to deliver to Purchaser, prior to the 75th day following the Closing, audited financial statements for the years ended December 31, 2024 and 2023.
In addition, Purchaser acknowledges receipt of Acquired Corporation’s unaudited financial statements for the nine months ended September 30, 2025. September 30, 2025, is referred to as the “Financial Statement Date”.
2.05. Operations Since Financial Statement Date. Since the Financial Statement Date, Acquired Corporation has not, and prior to the Closing Date will not have, without written consent to Purchaser:
(a) Issued or sold any stock, bond or other corporate securities;
(b) Except for current liabilities incurred and obligations entered into in the usual and ordinary course of business, incurred any absolute or contingent obligation, including long-term debt;
(c) Except for current liabilities shown on the balance sheet and current liabilities incurred since the Financial Statement Date in the usual and ordinary course of business, discharged or satisfied any lien or encumbrance, or paid any obligation or liability;
(d) Mortgaged, pledged or subjected to lien any of its assets;
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(e) Except in the usual and ordinary course of business, sold or transferred any of its tangible assets, or canceled any debts or claims, or waived any rights of substantial value;
(f) Sold, assigned or transferred any patents, formulas, trademarks, trade names, copyrights, licenses, or other intangible assets;
(g) Incurred any materially adverse losses or damage, or become involved in any strikes or other labor disputes; or
(h) Entered into any transaction other than in the usual and ordinary course of business.
2.06. Title to Assets. Acquired Corporation has good and marketable title to all its assets; none of such assets is subject to any mortgage, pledge, lien, charge, security interest, encumbrance or restriction.
2.07. Schedule of Assets. Prior to the Closing Date, Acquired Corporation will have delivered to Purchaser a separate Schedule of Assets, specifically referring to this Section 2.07, containing a true and complete:
(a) Legal description of all real property owned by Acquired Corporation and any real property for which Acquired Corporation has an option to purchase, or holds a leasehold interest;
(b) Aged list of accounts receivable as of the Closing Date;
(c) List of all capitalized machinery, tools, equipment and rolling stock owned by Acquired Corporation that sets forth any liens, claims, encumbrances, charges, restrictions, covenants and conditions concerning the listed items;
(d) Description of all machinery, tools, equipment and rolling stock in which Acquired Corporation has a leasehold interest, with a description of each interest;
(e) List of all Internet domain names in which Acquired Corporation has an interest, ownership or otherwise;
(f) List of all patents, patent licenses, trademarks, trademark registrations, trade names, copyrights, and copyright registrations owned by Acquired Corporation, including copies thereof; and
(g) List of all fire and other casualty and liability insurance policies of Acquired Corporation in effect at the time of delivery of such schedule, including copies thereof.
2.08. Indebtedness.
(a) Acquired Corporation presently has no outstanding indebtedness other than liabilities incurred in the usual and ordinary course of business. Acquired Corporation is not in default with respect to any terms or conditions of any indebtedness.
(b) Acquired Corporation has not made any assignment for the benefit of creditors, nor has any involuntary or voluntary petition in bankruptcy been filed by or against Acquired Corporation.
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2.09. Litigation.
(a) Acquired Corporation is not party to, nor has it been threatened with, any litigation or governmental proceeding. Acquired Corporation is not aware of any facts that might result in any action, suit or other proceeding that would result in any material adverse change in the business or financial condition of Acquired Corporation.
(b) Acquired Corporation is not infringing on, or otherwise acting adversely to, any copyrights, trademark rights, patent rights or licenses owned by any other person, and there is no pending claim or threatened action with respect to such rights. Acquired Corporation is not obligated to make any payments in the form of royalties, fees, or otherwise to any owner or licensor of any patent, trademark, trade name or copyright.
2.10. Compliance With Law and Other Instruments. The business operations of Acquired Corporation have been, and currently are being, conducted in accordance with all applicable laws, rules and regulations of all authorities, including, without limitation, state franchise registration and/or business opportunity laws and regulations, or laws similar thereto. Acquired Corporation is not in violation of, or in default under, any term or provision of its Certificate of Incorporation, its bylaws or of any lien, mortgage, lease, agreement, instrument, order, judgment or decree, or any other type of restriction that would prevent consummation of the exchange of securities contemplated by this Plan of Reorganization.
2.11. Contractual Obligations. Acquired Corporation is not a party to, or bound by, any written or oral:
(a) Contract not made in the usual and ordinary course of business;
(b) Employment or consultant contract that is not terminable at will without cost or other liability to Acquired Corporation or any successor;
(c) Contract with any labor union;
(d) Bonus, pension, profit-sharing, retirement, stock option, hospitalization, group insurance or similar plan providing employee benefits;
(e) Any real or personal property lease as lessor;
(f) Advertising contract or contract for public relations services;
(g) Purchase, supply or service contracts in excess of $50,000 each, or in the aggregate of $50,000 for all such contracts;
(h) Deed of trust, mortgage, conditional sales contract, security agreement, pledge agreement, trust receipt or any other agreement subjecting any of the assets or properties of Acquired Corporation to a lien, encumbrance or other restriction;
(i) Term contract continuing for a period of more than 30 days that is not terminable without liability to Acquired Corporation or its successors; or
(j) Contract that contains a redetermination of price or similar type of provision.
Acquired Corporation has performed all obligations required to be performed by it to date and is not in material default under any of the contracts, leases or other arrangements by which it is bound. None of the parties with whom Acquired Corporation has contractual arrangements are in default of their obligations.
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2.12. Changes in Compensation. Since the Financial Statement Date, Acquired Corporation has not granted any general pay increase to employees or changed the rate of compensation, commission or bonus payable to any officer, employee, director, agent or shareholder.
2.13. Records. All of the account books, minute books, stock certificate books and stock transfer ledgers of Acquired Corporation are complete and accurate.
2.14. Taxes. Acquired Corporation has filed all required income tax returns as of the date of this Plan of Reorganization. Acquired Corporation owes no income taxes.
2.15. Full Disclosure. As of the Closing Date, the Shareholders will, and will have caused Acquired Corporation to, have disclosed all events, conditions and facts materially affecting the business and prospects of Acquired Corporation. Neither the Shareholders nor Acquired Corporation has withheld knowledge of any events, conditions and facts that it has reasonable ground to know may materially affect the business and prospects of Acquired Corporation. None of the representations and warranties made by the Shareholders in this Plan of Reorganization, or set forth in any other instrument furnished to Purchaser, contain any untrue statement of a material fact, fail to state material facts or fail to state facts necessary to make the statements of fact made not misleading.
2.16. Ownership of Acquired Corporation’s Capital Stock. Each of the Shareholders executing this Plan of Reorganization is, on the date of this Plan of Reorganization, and on the Closing Date will be, the lawful owner of the number of shares of capital stock of Acquired Corporation that is set forth opposite each such Shareholder’s name in Section 1.01 of this Plan of Reorganization. Each of the Shareholders executing this Plan of Reorganization has the legal right and power to sell, assign and transfer the shares of such Shareholder of the capital stock of Acquired Corporation. The delivery of the described shares to the Purchaser pursuant to the provisions of this Plan of Reorganization will transfer valid title to the shares free and clear of all liens, encumbrances, claims and other restrictions of any kind.
2.17. Waiver of Preemptive Rights; No Rights of Refusal. Each of the Shareholders executing this Plan of Reorganization has waived, and does hereby waive, any preemptive or prescriptive right to purchase shares of Acquired Corporation that each such Shareholder has or may have had in the past. None of the Shareholders executing this Plan of Reorganization is subject to a right of first refusal as to his, her or its common stock of Acquired Corporation.
2.18. No Brokers or Finders. All negotiations related to this Plan of Reorganization on the part of each of the Shareholders executing this Plan of Reorganization have been accomplished solely by such Shareholders without the assistance of any person employed as a broker or finder. None of the Shareholders executing this Plan of Reorganization has done anything to give rise to any valid claims against Purchaser or Acquired Corporation for a brokerage commission, finder’s fee or any similar charge.
Article 3. Representations and Warranties of Purchaser.
3.01. Securities Act Disclosure - Information With Respect to Purchaser. Purchaser files annual and other periodic reports with the SEC pursuant to the Securities Exchange Act of 1934 (the “1934 Act”). The periodic reports, as filed with the SEC by Purchaser, are incorporated herein by this reference. Purchaser represents and warrants that the information contained in the documents incorporated by reference accurately reflects its business operations and current financial condition.
3.02. Organization and Standing of Purchaser. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Wyoming, with corporate power to own property and carry on its business as it is now being conducted.
3.03. Subsidiaries. Purchaser has no subsidiaries.
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3.04. Capitalization. Purchaser has an authorized capitalization of 100,000,000 shares of common stock of the par value of $.001 per share, of which 7,777,000 shares are issued, outstanding and fully paid, as of the date of this Plan of Reorganization. There are no outstanding options, contracts, calls, commitments or demands relating to the authorized but unissued capital stock of Purchaser.
3.05. Financial Statements. A copy of Purchaser’s unaudited financial statements for the six months ended July 31, 2025, has been delivered previously to the Shareholders and are made a part hereof. Such financial statements present fairly the financial condition of Purchaser as of the date thereof.
3.06. Financial Condition Since July 31, 2025. Since July 31, 2025, Purchaser has not made any transfer of any of its operating assets other than in the ordinary course of business.
3.07. Title to Assets. All book assets of Purchaser are in existence and in its possession, are in good condition and repair and conform to all applicable laws, regulations and ordinances. Purchaser has good and marketable title to all of its assets and holds such assets subject to no mortgage, lien or encumbrance.
3.08. Status of Purchaser Common Stock. The Purchaser Common Stock an the shares of Purchaser Preferred Stock to be issued and delivered to the Shareholders pursuant to the terms of this Plan of Reorganization will be validly authorized and issued, and will be fully paid and non-assessable. No shareholder of Purchaser will have any preemptive right of subscription or purchase with respect to the Purchaser Common Stock to be issued and delivered hereunder.
3.09. Indebtedness. Purchaser has no single outstanding indebtedness in excess of $50,000.
3.10. Litigation. Purchaser is not a party to, nor has it been threatened with, any litigation or governmental proceeding that could have a materially adverse affect on the transactions contemplated by this Plan of Reorganization or on the financial condition of Purchaser.
3.11. Purchaser’s Authority. The execution and performance of this Plan of Reorganization have been duly authorized by all requisite corporate action. This Plan of Reorganization constitutes a valid and binding obligation of Purchaser, in accordance with its terms. No provision of the Purchaser’s Articles of Incorporation, Bylaws, minutes, share certificates or contracts prevents Purchaser from delivering good title to the Purchaser Common Stock in the manner contemplated by this Plan of Reorganization.
3.12. Brokers and Finders. All negotiations on the part of the Purchaser related to this Plan of Reorganization have been accomplished solely by the Purchaser without the assistance of any person employed as a broker or finder. The Purchaser has done nothing to give rise to any valid claims against the Shareholders for a brokerage commission, finder’s fee or any similar charge.
3.13. Taxes. Purchaser has filed all required income tax returns. Purchaser owes no income taxes.
3.14. Full Disclosure. As of the Closing Date, Purchaser will have disclosed to the Shareholders all events, conditions and facts materially affecting the business and prospects of Purchaser. Purchaser has not withheld knowledge of any events, conditions or facts it has reasonable ground to know may materially affect the business and prospects of Purchaser. None of the representations and warranties made by the Purchaser in this Plan of Reorganization or set forth in any other instrument furnished to the Shareholders contain any untrue statement of a material fact, fail to state material facts or fail to state facts necessary to make the statements of fact made not misleading.
Article 4. Conduct of Business of Acquired Corporation Pending Closing Date.
4.01. Conduct of Business in Its Usual and Ordinary Course. Acquired Corporation shall carry on its business in substantially the same manner as previous to the date of execution of this Plan of Reorganization, and to:
(a) Continue in full force the amount and scope of insurance coverage carried prior to that date;
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(b) Maintain its business organization and keep it intact, to retain its present employees and to maintain its goodwill with suppliers, customers and others having business relationships with it;
(c) Exercise due diligence in safeguarding and maintaining confidential reports and data used in its business; and
(d) Maintain its assets and properties in good condition and repair, and not sell or otherwise dispose of any of its assets or properties, except sales of inventory in the usual and ordinary course of business.
4.02. Satisfy Conditions Precedent. Acquired Corporation shall satisfy all conditions precedent contained in this Plan of Reorganization.
4.03. Access to Information and Documents.
(a) The Shareholders shall, and shall cause Acquired Corporation to, afford the officers and representatives of Purchaser, from the date of this Plan of Reorganization until consummation hereof, full access during normal business hours to all properties, books, accounts, contracts, commitments and any other records of any kind of Acquired Corporation. Sufficient access shall be allowed to provide Purchaser with full opportunity to make any investigation it desires to make of Acquired Corporation and to keep itself fully informed of the affairs of Acquired Corporation.
(b) In addition, the Shareholders shall, and shall cause Acquired Corporation to, permit Purchaser to make extracts or copies of all such books, accounts, contracts, commitments and records, and to furnish to Purchaser, on demand, any further financial and operating data of Acquired Corporation as Purchaser reasonably requests.
(c) Purchaser will use any information obtained under this paragraph only for its own purposes in connection with the consummation of the transaction contemplated by this Plan of Reorganization, and will not divulge the information to any other person. In the event the transaction contemplated by this Plan of Reorganization is not consummated within ninety (90) days of the date of mutual execution, all documents or information gathered by Purchaser hereunder will be returned to Acquired Corporation forthwith, unless such period shall be extended by mutual consent.
4.04. Negative Covenants. Except with the prior written consent of Purchaser, the Shareholders shall cause Acquired Corporation not to:
(a) Incur any liabilities, other than current liabilities incurred in the usual and ordinary course of business;
(b) Incur any mortgage, lien, pledge, hypothecation, charge, encumbrance or restriction of any kind;
(c) Become a party to any contract, or renew, extend or modify any existing contract, except in the usual and ordinary course of business;
(d) Make any capital expenditures, except for ordinary repairs, maintenance and replacement;
(e) Declare or pay any dividend, or make any other distribution, to shareholders;
(f) Purchase, retire or redeem any shares of its capital stock;
(g) Issue or sell any warrants, rights or options to acquire any shares of its capital stock;
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(h) Amend its Articles of Incorporation or Bylaws;
(i) Pay or agree to pay any bonus, increase in compensation, pension or severance pay to any director, shareholder, officer, consultant, agent or employee;
(j) Discharge or satisfy any lien or encumbrance, nor pay any obligation or liability, except current liabilities shown on the Financial Statement dated September 30, 2025, or incurred in the usual and ordinary course of business since that date;
(k) Merge or consolidate with any other entity;
(l) Enter into any transactions or take any acts that would constitute a breach of the representations and warranties contained in this Plan of Reorganization; and
(m) Institute, settle, or agree to settle, any action or proceeding before any court or governmental body.
4.05. Consultation. Acquired Corporation will consult with Purchaser at all times until the Closing Date with respect to the operation and conduct of Acquired Corporation’s business.
Article 5. Conduct of Business of Purchaser Pending Closing Date.
5.01. Conduct of Business in Its Ordinary Course. Purchaser will carry on its business in substantially the same manner as before the date of execution of this Plan of Reorganization.
5.02. Satisfy Conditions Precedent. Purchaser will use its best efforts to satisfy all conditions precedent contained in this Plan of Reorganization.
5.03. Access to Information and Documents.
(a) Purchaser will provide the Shareholders, from the date of this Plan of Reorganization until the consummation hereof, full access during normal business hours to all properties, books, accounts, contracts, commitments and records of Purchaser. Sufficient access shall be allowed to provide the Shareholders with full opportunity to make any investigation they desire to make of Purchaser and to keep themselves fully informed of the affairs of Purchaser.
(b) Purchaser will permit the Shareholders to make extracts or copies of all books, accounts, contracts, commitments and records. Additionally, Purchaser will furnish to the Shareholders, within three (3) days after demand, any further financial and operating data and other information concerning its business and assets that the Shareholders reasonably requests.
(c) The Shareholders will use any information obtained under this paragraph only for their own purposes in connection with the consummation of the transaction contemplated by this Plan of Reorganization, and will not divulge the information to any other person. In the event the transaction contemplated hereby is not consummated within ninety (90) days of the date of mutual execution, all documents or information gathered by the Shareholders hereunder will be returned to Purchaser forthwith, unless such period shall be extended by mutual consent.
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Article 6. Reserved.
Article 7. Conditions Precedent to Obligations of Shareholders.
7.01. Conditions Precedent to Closing. The obligations of the Shareholders, and each of them, to consummate this Plan of Reorganization shall be subject to the conditions precedent specified in this Article 7.
7.02. Truth of Representations and Warranties and Compliance With Covenants. The representations and warranties of Purchaser contained in this Plan of Reorganization shall be true as of the Closing Date with the same effect as though made on the Closing Date. Purchaser shall have performed all obligations and complied with all covenants required by this Plan of Reorganization to be performed or complied with by it prior to the Closing Date. Purchaser shall deliver to the Shareholders a certificate, in the form of Exhibit 7.02 attached hereto and made a part hereof, dated as of the Closing Date and signed by the Chief Executive Officer of Purchaser, certifying the truth of the representations and warranties.
7.03. Resignations and Appointments. The current sole officer and director of Purchaser shall have delivered to Purchaser his written resignation from all positions with Purchaser and Purchaser shall have delivered to the Shareholders a true and correct copy of resolutions of the Board of Directors of Purchaser accepting such resignation of the current sole officer and director, effective as of Closing, and electing Matthew Dwyer as the sole officer and director of Purchaser, effective immediately upon the Closing.
7.04. No Restrictions. No action or proceeding by any governmental body or agency shall have been threatened, asserted or instituted to prohibit the consummation of the transactions contemplated herein.
Article 8. Conditions Precedent to Obligations of Purchaser.
8.01. Conditions Precedent to Closing. The obligations of Purchaser to consummate this Plan of Reorganization shall be subject to the conditions precedent specified in this Article 8.
8.02. Truth of Representations and Warranties and Compliance With Covenants. The representations and warranties of the Shareholders, and each of them, contained in this Plan of Reorganization shall be true as of the Closing Date, with the same effect as though made on the Closing Date.
The Shareholders, and each of them, shall have performed all obligations and complied with all covenants required by this Plan of Reorganization to be performed or complied with by them prior to the Closing Date.
The Shareholders shall deliver to Purchaser a certificate, in the form of Exhibit 8.02 attached hereto and made a part hereof, dated the Closing Date and signed by each of them, certifying the truth of the representations and warranties.
8.03. Retention of Officers and Directors. The present officers and directors of Acquired Corporation shall remain in office subsequent to the Closing and until their earlier resignation or removal.
8.04. No Restrictions. No action or proceeding by any governmental body or agency shall be threatened, asserted or instituted that prohibits the consummation of the transactions contemplated herein.
8.05. No Contracts Terminated. Acquired Corporation shall not have terminated any contracts prior to the Closing Date that, in the aggregate, would materially and adversely affect its business.
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8.06. No Damage to Assets. At the Closing Date, the machinery, equipment, inventory or other tangible property of Acquired Corporation shall not be damaged by fire, flood, accident, labor strife, act of war or any other cause beyond the reasonable power and control of Acquired Corporation or the Shareholders to an extent that substantially affects the value of the property and assets. Loss or damage shall be considered to affect substantially the value of the properties and assets within the meaning of this paragraph, if the book value of the properties and assets lost or damaged exceeds ten percent (10%) of the total book value of all assets of Acquired Corporation.
Article 9. Survival of Warranties and Indemnification.
9.01. Nature and Survival of Representations and Warranties. All statements of fact contained in this Plan of Reorganization, or in any memorandum, certificate, letter, document or other instrument delivered by or on behalf of Acquired Corporation, Purchaser or the Shareholders pursuant to this Plan of Reorganization shall be deemed representations and warranties made by any such party, respectively, to each other party under this Plan of Reorganization. The covenants, representations and warranties of Purchaser and the Shareholders shall survive the Closing Date, and all inspections, examinations, or audits on behalf of the parties and the Shareholders for a period of one year following the Closing Date, except that the same shall survive for a period of three years with respect to issues relating to fraud and federal income taxes.
9.02. Indemnification by the Shareholders. The Shareholders, and each of them, jointly and severally, agree to indemnify and hold Purchaser, its officers, agents and attorneys harmless after the date of this Plan of Reorganization in respect to any damages as defined in this Section 9.02. Damages, as used in this paragraph, shall include any claim, action, demand, loss, cost, expense, liability, penalty and other damage, including, but not limited to, attorney’s fees and other costs and expenses incurred attempting to avoid damages or in enforcing this indemnity, resulting to Purchaser from:
(a) Any materially inaccurate representation made by the Shareholders in, or pursuant to, this Plan of Reorganization;
(b) Material breach of any of the warranties by the Shareholders in, or pursuant to, this Plan of Reorganization; or
(c) Material breach or default of any of the obligations to be performed by the Shareholders under this Plan of Reorganization.
The Shareholders, and each of them, jointly and severally, shall be required to reimburse Purchaser for any payment made or loss suffered by Purchaser, at any time after the Closing Date, based on the judgment of any arbitrator or any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions with respect to any damages described in this paragraph.
9.03. Indemnification by Purchaser. Purchaser agrees to indemnify and hold the Shareholders, and each of them, harmless after the date of this Plan of Reorganization in respect to any damages as defined in this Section 9.03. Damages, as used in this paragraph, shall include any claim, action, demand, loss, cost, expense, liability, penalty and other damage, including, but not limited to, attorney’s fees and other costs and expenses incurred attempting to avoid damages or in enforcing this indemnity, resulting to the Shareholders from:
(a) Any materially inaccurate representation made by, or on behalf of, Purchaser in, or pursuant to, this Plan of Reorganization;
(b) Material breach of any warranty by Purchaser in, or pursuant to, this Plan of Reorganization; or
(c) Material breach or default of any of the obligations to be performed by Purchaser under this Plan of Reorganization. Purchaser shall be required to reimburse the Shareholders, and each of them, for any payment made or loss suffered by the Shareholders, at any time after the Closing Date, based on the judgment of any arbitrator or any court of competent jurisdiction or pursuant to a bona fide compromise or settlement of claims, demands or actions with respect to any damages described in this paragraph.
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9.04. Expenses. The Shareholders, and each of them, including Acquired Corporation, shall pay all of their own expenses incurred by them arising out of this Plan of Reorganization and the transactions contemplated in this Plan of Reorganization, including, but not limited to, all fees and expenses of their counsel and accountants. Whether or not this Plan of Reorganization is terminated, each of the parties shall bear all of their respective expenses incurred by them in connection with this Plan of Reorganization and in the consummation of the transactions contemplated by, and in preparation of, this Plan of Reorganization.
Article 10. Compliance with Securities Laws.
10.01. Unregistered Stock Under Federal Securities Act. The Shareholders, and each of them, acknowledge that the shares of the Purchaser Common Stock to be delivered to the Shareholders pursuant to this Plan of Reorganization have not been registered under the Securities Act of 1933, as amended (the “1933 Act”), and that, therefore, the shares of Purchaser Common Stock are not transferable, except as permitted under various exemptions contained in the 1933 Act and the Rules of the Securities and Exchange Commission (the “SEC”) under the 1933 Act. The provisions contained in this Section 10.01 are intended to ensure compliance with the 1933 Act.
10.02 No Distribution of Stock to Public. The Shareholders, and each of them, represent and warrant to Purchaser that the Shareholders are acquiring the shares of the Purchaser Common Stock under this Plan of Reorganization for the Shareholders’ respective accounts for investment, and not for the purpose of resale or any other distribution of the shares. The Shareholders, and each of them, also represent and warrant that the Shareholders have no present intention of disposing of all or any part of such shares at any particular time, for any particular price or on the happening of any particular circumstances. The Shareholders, and each of them, acknowledge that Purchaser is relying on the truth and accuracy of the warranties and representations set forth in this paragraph in issuing the shares, without first registering the shares under the 1933 Act.
10.03 No Transfers in Violation of the 1933 Act. The Shareholders, and each of them, covenant and represent that none of the shares of Purchaser Common Stock that will be issued to the Shareholders pursuant to this Plan of Reorganization will be offered, sold, assigned, pledged, transferred or otherwise disposed of, except after full compliance with all of the applicable provisions of the 1933 Act and the rules and regulations of the SEC under the 1933 Act. Therefore, the Shareholders, and each of them, agree not to sell or otherwise dispose of any of the shares of the Purchaser Common Stock received pursuant to this Plan of Reorganization, unless the Shareholders:
(a) Have delivered to Purchaser a written legal opinion in form and substance satisfactory to counsel for Purchaser, to the effect that the disposition is permissible under the terms of the 1933 Act and regulations under the 1933 Act;
(b) Have complied with the registration and prospectus requirements of the 1933 Act relating to such a disposition; or
(c) Have presented Purchaser satisfactory evidence that such a disposition is exempt from registration under the 1933 Act.
Purchaser shall place a stop transfer order against transfer of shares, until one of the conditions set forth in this Section 10.03 has been met.
10.04 Investment Legend. The Shareholders, and each of them, agree that the book entry statements evidencing the Purchaser Common Stock to be delivered to the Shareholders hereunder will bear the following, or substantially similar, legend affixed thereto:
“THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND HAVE BEEN TAKEN FOR INVESTMENT. THE SECURITIES MAY NOT BE SOLD OR OFFERED FOR SALE UNLESS A REGISTRATION STATEMENT UNDER THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED, IS IN EFFECT AS TO THE SECURITIES, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT IS IN FACT APPLICABLE TO SUCH OFFER OR SALE.”
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10.05 Indemnification by the Shareholders. If, at any time in the future, the Shareholders, or any of them, sell or otherwise dispose of any of the shares of Purchaser Common Stock in violation of the provisions of the 1933 Act or the Rules and Regulations of the SEC promulgated thereunder, or any similar federal or state law, rule or regulation that may then be in effect, the Shareholders, and each of them, agree to indemnify and hold harmless Purchaser against any claims, liabilities, penalties, costs and expenses that may be asserted against or suffered by Purchaser as a result of such disposition.
Article 11. Termination.
11.01. Default. Purchaser or the Shareholders, acting as a group, may, by written notice, on or at any time prior to the Closing Date, terminate this Plan of Reorganization by notice to the other party in the event:
(a) One party has determined that any material representation of the other party is untrue;
(b) The other party has defaulted under the Plan of Reorganization by failing to perform any of its covenants and agreements contained in this Plan of Reorganization; and
(c) Each default has not been fully cured within three (3) days after receipt of the notice specifying particularly the nature of the default.
11.02. Delay. If consummation of the transaction specified in this Plan of Reorganization has not occurred by 11:59 p.m., Eastern Time, on November 17, 2025, any party that is not in default in the timely performance of any of its covenants and conditions may terminate this Plan of Reorganization subsequent to that time by giving written notice of termination to the other party. The written notice of termination shall be effective upon the delivery of the notice in person to an officer of the party or, if served by mail or overnight courier, upon the receipt of the notice by such party.
11.03. Damage or Loss – Acquired Corporation. Purchaser may, at its option, terminate this Plan of Reorganization prior to the Closing Date, if Acquired Corporation has suffered any damage, destruction or loss (whether or not covered by insurance) that materially and adversely affects the property, business or financial condition of Acquired Corporation. Damage, destruction or loss shall be considered materially and adversely to affect the properties, business or financial condition of Acquired Corporation if the book or market value (whichever is lower) of the assets damaged, destroyed or lost exceeds ten percent (10%) in book or market value (whichever is lower) of all assets of Acquired Corporation.
11.04. Damage or Loss – Purchaser. The Shareholders, acting as a group, may, at their option, terminate this Plan of Reorganization prior to the Closing Date, if Purchaser has suffered any damage, destruction or loss (whether or not covered by insurance) that materially and adversely affects the property, business or financial condition of Purchaser. Damage, destruction or loss shall be considered materially and adversely to affect the properties, business or financial condition of Purchaser if the book or market value (whichever is lower) of the assets damaged, destroyed or lost exceeds ten percent (10%) in book or market value (whichever is lower) of all assets of Purchaser.
Article 12. Miscellaneous.
12.01. Public Announcements. Purchaser shall have the exclusive right to issue one ore more press releases or otherwise make any public statements with respect to the existence of this Plan of Reorganization or the transactions contemplated herein; provided, however, that the Shareholders shall have the right to pre-approve any such press release or public statements, which approval shall not be unreasonably withheld.
12.02. Amendments. This Plan of Reorganization may be amended or modified at any time and in any manner only by an instrument in writing executed by all parties.
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12.03. Waiver. Either Purchaser or the Shareholders, acting as a group, may, in writing:
(a) Extension of Time. Extend the time, to a date certain, for the performance of any of the obligations of any other party to this Plan of Reorganization.
(b) Waiving Inaccuracies. Waive any inaccuracies and misrepresentations contained in this Plan of Reorganization or any document delivered pursuant hereto made by any other party to this Plan of Reorganization.
(c) Waiving Compliance With Covenants. Waive compliance with any of the covenants or performance of any obligations contained in this Plan of Reorganization by any other party to this Plan of Reorganization.
(d) Waiving Satisfaction of Condition Precedent or Condition Subsequent. Waive the fulfillment of any condition precedent or condition subsequent to the performance by any other party to the Plan of Reorganization.
12.04. Dispute Resolution.
(a) Negotiation. If a dispute arises out of or relates to this Plan of Reorganization or the breach thereof, within twenty (20) days of receipt of written notice of a dispute, the parties shall attempt in good faith to resolve such dispute by negotiation.
(b) Mediation. If the dispute cannot be settled through such negotiations, the parties agree to try in good faith to settle the dispute by mediation within 20 days immediately following the 20-day period set forth in paragraph 12.04(a), in Dallas, Texas, under the Commercial Mediation Rules of the American Arbitration Association (“AAA”).
(c) Arbitration. If the dispute cannot be settled by mediation as set forth in Section 12.04(b), the parties agree to submit the dispute to binding arbitration in Dallas, Texas, under applicable Wyoming and Federal law. Such demand shall set forth the names of the other party or parties. The arbitration provided for in this Section 12.04(c) shall be conducted under the auspices of the AAA, utilizing the AAA’s applicable rules for arbitration of commercial disputes, and shall be decided by one arbitrator. Except as otherwise provided herein, the Arbitrators shall have the authority to award any remedy or relief a state or Federal court of the State of Wyoming could order or grant, including, without limitation, specific performance, the awarding of compensatory damages, the issuance of an injunction and other equitable relief, but specifically excluding punitive damages. The Arbitrators’ decision shall be issued with findings of fact and conclusions of law and shall be non-appealable. If the remedy sought is a monetary award, each party shall simultaneously, on the twentieth business day following the commencement of the arbitration, submit to the Arbitrators the amount that party believes should be awarded, and with respect to compensatory damages, the Arbitrators shall make an award in whichever of the two amounts they deem most reasonable.
12.05. Assignment.
(a) Neither this Plan of Reorganization nor any right created hereby shall be assignable by either the Shareholders or Purchaser, without the prior written consent of the other, except by the laws of succession.
(b) Except as otherwise limited elsewhere herein, this Plan of Reorganization shall be binding on, and inure to the benefit of, the respective successors and assigns of the parties.
(c) Nothing in this Plan of Reorganization, expressed or implied, is intended to confer upon any person, other than the parties and their successors, any rights or remedies under this Plan of Reorganization.
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12.06. Notices. Any notice or other communication required or permitted by this Plan of Reorganization must be in writing and shall be deemed to be properly given when delivered in person to an officer of the other party, when deposited in the United States mails for transmittal by certified or registered mail, postage prepaid, or when deposited with a public telegraph company for transmittal, charges prepaid, provided that the communication is addressed:
| (a) | If to Purchaser: | L A M Y | |
| 201 Allen Street | |||
| Unit 10104 | |||
| New York, New York 10002 | |||
| E-mail: [email protected] | |||
| (b) | If to Acquired Corporation: | Exousia Ai, Inc. | |
| 7901 4th Street N #23494 | |||
| St. Petersburg, Florida 33702 | |||
| E-mail: [email protected] | |||
| (c) | If to the Shareholders: | Exousia Pro Holding Management, LLC | |
| 7901 4th Street N #23494 | |||
| St. Petersburg, Florida 33702 | |||
| E-mail: [email protected] | |||
| Progenicyte Japan CO., LTD. | |||
| 6 Chome-9-1 Minatojima Nakamachi | |||
| Chuo Ward | |||
| Kobe, Hyogo, 650-0046, Japan | |||
| E-mail: [email protected] |
12.07. Paragraph Headings. Paragraph and other headings contained in this Plan of Reorganization are for reference purposes only and shall not affect in any way the meaning or interpretation of this Plan of Reorganization.
12.08. Entire Agreement. This instrument and the exhibits to this instrument contain the entire agreement between the parties with respect to the transaction contemplated by this Plan of Reorganization. It may be executed in any number of counterparts, but the aggregate of the counterparts together constitute only one and the same instrument.
12.09. Effect of Partial Invalidity. In the event that any one or more of the provisions contained in this Plan of Reorganization shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Plan of Reorganization, but this Plan of Reorganization shall be constructed as if it never contained any such invalid, illegal or unenforceable provisions.
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12.10. Counterparts. This Plan of Reorganization may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.
12.11. Controlling Law. The validity, interpretation and performance of this Plan of Reorganization shall be controlled by and construed under the laws of the State of Wyoming.
12.12. Specific Performance. The parties declare that it is impossible to measure in money the damages that will accrue to a party or its successors as a result of the other parties’ failure to perform any of the obligations under this Plan of Reorganization. Therefore, if a party or its successor institutes any action or proceeding to enforce the provisions of this Plan of Reorganization, any party opposing such action or proceeding agrees that specific performance may be sought and obtained for any breach of this Plan of Reorganization.
[ SIGNATURE PAGE FOLLOWS ]
[ Signature Page to Plan and Agreement of Reorganization ]
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Executed by Purchaser and the Shareholders as of the date first above written.
PURCHASER:
L A M Y
By: /s/ Shengwu Zhang
Shengwu Zhang
Chief Executive Officer
SHAREHOLDERS:
EXOUSIA PRO HOLDING MANAGEMENT, LLC
By: /s/ Matthew Dwyer
Matthew Dwyer
President
as to 70,000 shares of common stock
PROGENICYTE JAPAN CO., LTD.
By: /s/ Neung Suh
Neung Suh
CEO
as to 30,000 shares of Series A Preferred Stock
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Exhibit 7.02
Certificate
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Certificate of the Shareholders
The undersigned (the “Shareholders”), being the owners of 100% of the outstanding capital stock of Exousia Ai, Inc., a Florida corporation (“Exousia Ai”), hereby certify and affirm that each of the following is true and correct:
1. The representations and warranties of the Shareholders in that certain Plan and Agreement of Reorganization (the “Plan of Reorganization”) among L A M Y, a Wyoming corporation (“Purchaser”), and the Shareholders to which this Certificate relates are true and correct in all material respects on the date of this Certificate and, except for those representations and warranties which address matters only as of a particular date, with the same force and effect as if made as of this date.
2. Exousia Ai is a corporation duly organized and existing under the laws of the State of Florida and has the corporate power and authority to own its properties and carry on its business in the manner in which such business is conducted.
3. Exousia Ai has performed or complied with, in all material respects, all agreements and covenants required of it by that certain Plan of Reorganization to which this Certificate relates.
4. The Shareholders, and each of them, are under no legal disability with respect to entering into, and performing under, the Plan of Reorganization.
5. The Shareholders, and each of them, are the lawful owners of the number of shares of capital stock of Exousia Ai that is set forth opposite each of the Shareholder’s name in Section 1.01 of the Plan of Reorganization. The Shareholders, and each of them, have the legal right and power to sell, assign and transfer their respective shares of the capital stock of Acquired Corporation. The delivery of the described shares by the Shareholders pursuant to the provisions of the Plan of Reorganization will transfer valid title to the shares free and clear of all liens, encumbrances, claims and other restrictions, other than securities law-related restrictions, of any kind.
6. The shares of capital stock of Exousia Ai that are subject to the Plan of Reorganization are fully paid and non-assessable and, when transferred and sold on the Closing Date of the Plan of Reorganization, will be free and clear of any liens, claims and encumbrances.
Certified and affirmed this ____ day of November, 2025.
SHAREHOLDERS:
|
EXOUSIA PRO HOLDING MANAGEMENT, LLC Exemplar
By: ________________________ Matthew Dwyer President |
PROGENICYTE JAPAN CO., LTD. Exemplar
By: ________________________ Neung Suh CEO |
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Exhibit 8.02
Certificate of Purchaser
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Certificate of Purchaser
The undersigned, the duly elected and acting Chief Executive Officer of L A M Y, a Wyoming corporation (“Purchaser”), hereby certifies and affirms that each of the following is true and correct:
1. The representations and warranties of Purchaser contained in that certain Plan and Agreement of Reorganization (the “Plan of Reorganization”) among Purchaser and the shareholders of Exousia Ai, Inc., a Florida corporation (the “Acquired Corporation”) to which this Certificate relates are true and correct in all material respects on the date of this Certificate and, except for those representations and warranties which address matters only as of a particular date, with the same force and effect as if made as of this date.
2. Purchaser is a corporation duly organized and existing under the laws of the State of Wyoming, and has the power and authority to own its properties and carry on its business in the manner in which such business is conducted.
3. The execution, delivery and performance by Purchaser of the Plan of Reorganization, in accordance with the terms and provisions of the Plan of Reorganization, have been duly authorized by appropriate corporate action of Purchaser.
4. Purchaser has full power, right and authority to enter into the Plan of Reorganization and to perform its obligations under the Plan of Reorganization, and the Plan of Reorganization is the legal, valid and binding obligation of Purchaser and is enforceable against Purchaser in accordance with its terms.
5. The Purchaser Common Stock to be issued pursuant to the Plan of Reorganization will be, upon issuance and delivery pursuant to the terms of the Plan of Reorganization, validly issued, fully paid and non-assessable.
Certified and affirmed this ____ day of November, 2025.
Exemplar
______________________________
Shengwu Zhang
Chief Executive Officer
L A M Y
(a Wyoming corporation)
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