10-Q: Exousia Bio Shifts Focus to Biotech, Reports Net Loss
Quarterly Report
Exousia Bio, Inc. (formerly LAMY) has transitioned its business focus to clinical-stage biotechnology, specifically exosome therapeutics for oncology, and reported a net loss for the nine months ended February 28, 2026.
Summary
- Exousia Bio, Inc. (formerly LAMY) has officially shifted its business focus from a financial education platform to clinical-stage biotechnology, centered on developing exosome-based therapeutics for oncology, following the acquisition of Exousia AI.
- The company reported a net loss of $50,897 for the nine months ended February 28, 2026, compared to a net income of $80,659 for the same period in the prior year.
- As of February 28, 2026, the company had no cash and cash equivalents and a working capital deficit of $261,023, raising substantial doubt about its ability to continue as a going concern.
- Significant operational expenses were incurred in research and development ($161,426) and professional fees ($31,350) during the nine months ended February 28, 2026, related to the acquisition and new business plan.
- A $250,000 convertible promissory note issued in January 2026 matured on March 26, 2026, and the company lacks the cash to repay it, potentially leading to significant shareholder dilution.
- The company's name was officially changed from LAMY to Exousia Bio, Inc. on January 31, 2026.
Sentiment
Score: 2
Explanation: StockSavvy.ai views this filing as highly negative due to the significant net loss, lack of cash, going concern issues, and the immediate threat of dilution from an unpayable convertible note, despite the strategic pivot to a promising sector.
Positives
- Successful acquisition of Exousia AI, Inc., marking a strategic pivot to the biotechnology sector.
- Adoption of a new business plan focused on the therapeutic potential of exosomes in oncology.
- Issuance of Series X Preferred Stock to Exousia Pro Holding Management, LLC to ensure strategic control and stability during the initial development stages.
- Establishment of a Service Agreement with ProgeniX Bio, Inc. for technical support and operational assistance in exosome production.
- The company has $22,050,000 in 'Other Assets' representing the recorded value of its investment in Exousia AI.
Negatives
- Net loss of $50,897 for the nine months ended February 28, 2026.
- No cash and cash equivalents as of February 28, 2026.
- Working capital deficit of $261,023 as of February 28, 2026.
- Substantial doubt about the company's ability to continue as a going concern due to lack of sufficient revenue and operating costs.
- A $250,000 convertible promissory note matured on March 26, 2026, and the company cannot currently repay it, risking significant shareholder dilution.
- Cost of goods sold of $62,108 for the nine months ended February 28, 2026, resulting in a gross loss.
Risks
- The company's ability to continue as a going concern due to its lack of revenue and accumulated deficit.
- The need for additional capital resources and the uncertainty of obtaining such financing on acceptable terms.
- The risk of significant shareholder dilution from the conversion of the GBII Convertible Note.
- The company's limited operating history under its current biotechnology business plan.
- The potential for impairment of the Exousia AI investment.
- The uncertainty of advancing research and development activities sufficiently for commercialization of product candidates.
Future Outlook
The company is focused on advancing its clinical-stage biotechnology business plan, which involves significant research and development expenditures. Future funding is expected to come from a combination of equity or convertible-debt financings, and advances from related parties. There is no assurance that sufficient funding will be obtained, and additional issuances of equity or convertible-debt securities will result in dilution to existing shareholders.
Management Comments
- The company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern.
- In order to continue as a going concern, the Company will need, among other things, additional capital resources.
- Management's plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing.
- There can be no assurance that the Company will be successful in accomplishing any of its plans.
Industry Context
StockSavvy.ai notes that Exousia Bio's pivot to exosome-based therapeutics aligns with a growing interest in novel drug delivery mechanisms and targeted therapies within the biotechnology sector, particularly in oncology. However, as a clinical-stage company, it faces significant R&D hurdles and funding challenges common in this highly competitive and capital-intensive industry.
Comparison to Industry Standards
- The company's net loss of $50,897 for the nine months ended February 28, 2026, and lack of revenue are typical for early-stage biotechnology companies heavily invested in research and development.
- However, the significant working capital deficit of $261,023 and the inability to repay a maturing convertible note are critical concerns that place Exousia Bio in a precarious financial position compared to more established clinical-stage biotech firms that typically have secured substantial funding rounds or have advanced products closer to commercialization.
- Competitors in the exosome therapeutics space, such as Codiak BioSciences (though facing its own challenges) or Evox Therapeutics, often have significantly larger R&D budgets and more robust balance sheets, reflecting the capital requirements for drug development.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Amended and Restated Articles of Incorporation | Changed corporate name to Exousia Bio, Inc., increased authorized common stock to 100,000,000 shares, authorized 1,000,000 shares of preferred stock, and designated one share of Series X Preferred Stock with significant voting power. Eliminated cumulative voting, restricted preemptive rights, and established shareholder voting requirements for corporate actions. Enhanced indemnification provisions for directors and officers and limited director liability to the fullest extent permissible under Wyoming law, with specific exceptions for breach of loyalty, bad faith, improper personal benefit, and reckless disregard. | 2026-01-16 | Strengthens board control and director protections, potentially making the company less susceptible to hostile takeovers and attracting qualified directors, but also potentially reducing shareholder influence on certain corporate actions. |
| Series X Preferred Stock Issuance | One share of Series X Preferred Stock was issued to Exousia Pro Holding Management, LLC, granting it voting power equal to two times the sum of all outstanding common stock and other voting preferred stock. | 2026-01 | Consolidates voting control with Exousia Pro Holding Management, LLC, ensuring strategic stability but significantly diluting the voting power of common stockholders. |
Legal Proceedings
- Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving the company or its properties.
- No director, officer, or affiliate is a party adverse to the company in any legal proceeding or has an adverse interest.
Related Party Transactions
- As of February 28, 2026, the company had $8,831 due to a related party and $38,850 in advances from related parties. These amounts bear no interest and are due on demand.
- Officers and directors contributed additional paid-in capital to the company from inception through February 28, 2026.
- The company entered into a pledge agreement with Exousia Pro Holding Management, LLC (majority shareholder) to secure obligations under the GBII Convertible Note.
Stakeholder Impact
- Shareholders: Potential for significant dilution due to the convertible note and future equity financings. Voting power is heavily concentrated with the holder of Series X Preferred Stock.
- Creditors: The company faces immediate challenges in repaying its matured convertible note, potentially impacting its ability to meet financial obligations.
- Management/Employees: The company's going concern status and need for capital may create uncertainty regarding future operations and employment.
- Suppliers: The company's financial condition may affect its ability to pay suppliers on time, as indicated by the increase in accounts payable.
Next Steps
- Continue research and development activities related to Exousia AI's business plan.
- Seek additional capital through equity or convertible-debt financings.
- Explore restructuring or repayment options for the matured GBII Convertible Note.
- Continue to fund operations through advances from related parties.
- Obtain FINRA approval for name and trading symbol change.
Key Dates
| Date | Description |
|---|---|
| 2022-01-31 | Company incorporated under the name LAMY. |
| 2024-05-31 | Fiscal year end adopted by the Company. |
| 2024-11-01 | Start of the nine months ended February 28, 2025 period. |
| 2025-02-28 | End of the nine months ended February 28, 2025 period. |
| 2025-05-31 | Balance sheet date for May 31, 2025. |
| 2025-06-01 | Start of the nine months ended February 28, 2026 period. |
| 2025-11-11 | Company entered into a Plan and Agreement of Reorganization with Exousia Ai, Inc. |
| 2025-11-17 | Closing of the Reorganization Agreement for Exousia AI acquisition and change in control of the Company. |
| 2025-11-30 | End of the six months ended November 30, 2024 period. |
| 2026-01-16 | Company filed Amended and Restated Articles of Incorporation, changing name to Exousia Bio, Inc. |
| 2026-01-20 | Company issued a $250,000 convertible promissory note to GBII Partners Inc. |
| 2026-01-26 | Convertible promissory note to GBII Partners Inc. was fully funded. |
| 2026-01-31 | Company officially changed its name to Exousia Bio, Inc. |
| 2026-02-28 | Quarterly period ended February 28, 2026. |
| 2026-03-10 | Rescission Agreement dated as of March 10, 2026. |
| 2026-03-14 | Company entered into a Rescission Agreement and Mutual Release with Progenicyte Japan CO., LTD. |
| 2026-03-26 | Maturity date of the $250,000 GBII Convertible Note. |
| 2026-05-01 | Exousia AI, Inc. entered into a Rescission Agreement with Progenicyte; Exousia Bio and ProgeniX Bio, Inc. entered into an Exclusive Intellectual Property License Agreement and a Service Agreement. |
| 2026-06-15 | Date as of which the registrant had 52,500,000 shares of common stock issued and outstanding. |
| 2026-06-16 | Date of the report signatures. |
Recommendation
sellThe company is facing severe financial distress, evidenced by its lack of cash, significant working capital deficit, and inability to repay a matured convertible note. The substantial risk of dilution from the convertible note and the ongoing need for capital, coupled with the 'going concern' warning, present a highly unfavorable risk-reward profile for investors at this time.
Keywords
Exousia Bio, Biotechnology, Exosomes, Oncology, SEC Filing, 10-Q, Clinical Stage, Financial Statements, Going Concern, Convertible Note, Acquisition
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