06/29/2026 | Press release | Distributed by Public on 06/29/2026 15:30
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and related notes that appear elsewhere in this prospectus. In addition to historical consolidated financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to those differences include those discussed below and elsewhere in this prospectus, particularly in "RISK FACTORS." We caution the reader not to place undue reliance on these forward-looking statements, which reflect management's analysis only as of the date of this prospectus.
We are a smaller reporting company and have not generated any material revenues to date and have incurred substantial losses in connection with our limited operations. We need substantial capital to pursue our current plans to bring our first products to market. The first of such products is a proprietary gel-like protein-based biomedical material for injection into the afflicted body parts of animals suffering from osteoarthritis or other impairments to be marketed under the trade name Spryng®, formerly known as Spryng®. It will provide veterinarians an innovative treatment for dogs and horses suffering from osteoarthritis.
The independent auditor's report accompanying our March 31, 2026, financial statements contain an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. We have suffered recurring losses from operations, and our working capital is insufficient to fund our operations for the next 12 months. These factors raise substantial doubt about our ability to continue as a going concern.
RESULTS OF OPERATION
| For Fiscal Year Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | 1,141,607 | $ | 1,132,533 | ||||
| Total Cost of Sales | 386,856 | 137,677 | ||||||
| Total Operating Expenses | 9,817,713 | 9,050,575 | ||||||
| Total Other Income (Expense) | (1,410,710 | ) | (343,446 | ) | ||||
| Net Loss | (10,473,672 | ) | (8,399,165 | ) | ||||
| Net loss per share - basic and diluted | $ | (0.37 | ) | $ | (0.41 | ) | ||
For The Fiscal Year Ended March 31, 2026 ("fiscal 2026") Compared to The Year Ended March 31, 2025 ("fiscal 2025")
Total Revenues. Revenues were $1,141,607 in fiscal 2026 compared to $1,132,533 for fiscal 2025. Revenues in fiscal 2026 consisted of sales of our Spryng® and PrecisePRP products to our Distributors of $886,219 and to veterinary clinics in the amount of $255,388. Revenues in fiscal 2025 consisted of sales of our Spryng® product to our Distributors of $956,159 and to veterinary clinics in the amount of $176,374. The increase in our revenues in the twelve months ended March 31, 2026, is due to sales to our Distributors pursuant to our distribution partnerships with Vedco and Clipper Distributing and sales of PrecisePRP product pursuant to our Exclusive License Agreement with VetStem.
Total Cost of Sales. Cost of sales was $386,856 in fiscal 2026 compared to $137,677 for fiscal 2025. Cost of sales includes product costs related to the sale of our Spryng® products, labor and certain overhead costs and direct costs of PrecisePRP product pursuant to our Exclusive License Agreement with VetStem. The Company has historically prepared a manufacturing allocation on a quarterly basis based on certain manufacturing expenses as part of cost of sales.
Operating Expenses. Operating expenses increased to $9,832,643 in fiscal 2026 compared to $9,050,575 in fiscal 2025. Operating expenses consisted of general and administrative, sales and marketing, and research and development expenses. The increase is primarily due to increased sales and marketing expenses related to the commercialization of PrecisePRP product.
General and administrative ("G&A") expenses were $4,333,577 and $4,823,230 in fiscal 2026 and 2025, respectively. General and administrative expenses include compensation and benefits, contracted services, consulting fees, stock compensation, and incremental public company costs. The decrease is primarily due to decreased legal expenses as our corporate/secretary duties have been absorbed by our internal general counsel. The decrease is also attributed to reduced investor relations consulting fees.
Sales and marketing expenses were $4,069,104 and $2,644,095 in fiscal 2026 and 2025, respectively. Sales and marketing expenses includes compensation, consulting, tradeshows, and advertising and promotion costs to support the launch of our Spryng® product. The increase is primarily due to the commercialization expenses of PrecisePRP product.
Research and development ("R&D") expenses were $1,415,032 and $1,583,250 in fiscal 2026 and 2025, respectively. The decrease was related to reduced clinical studies.
Operating Loss. As a result of the foregoing, our operating loss was $9,062,962 and $8,055,720 in fiscal 2026 and 2025, respectively. The increased loss was related to increased sales and marketing expenses.
Other Income (Expense). Other expense was ($1,410,710) in fiscal 2026 compared to other expense of ($343,446) in fiscal 2025. Other expense in fiscal 2026 consisted of interest expense of ($1,065,797), loss on asset disposal of ($149,125), unrealized loss on change in derivative liability of ($320,404), interest income of $13,099, IRS payroll tax refunds from prior years of $82,237 and sublease rental income of $29,280. Other expense in fiscal 2025 consisted of extinguishment of payables of $66,076, sublease rental income of $42,000, an IRS payroll tax refund from a prior year of $16,800, interest expense of ($362,413) and unrealized loss on change in derivative liability of ($106,513),
Net Loss. Our net loss in fiscal 2026 was $10,473,672 or ($0.37) per share compared to a net loss $8,399,166 or ($0.41) per share in fiscal 2025. The weighted average number of shares outstanding was 30,154,631 compared to 20,491,422 for fiscal 2026 and 2025, respectively.
LIQUIDITY AND CAPITAL RESOURCES
As of March 31, 2026, our current assets were $1,859,921 including $200,782 in cash and cash equivalents. In comparison, our current liabilities as of that date were $1,377,292 including $1,001,134 of accounts payable and accrued expenses. Our working capital as of March 31, 2026 was $482,629.
The Company has continued to realize losses from operations. However, as a result of our recent offerings, we believe we will have sufficient cash to meet our anticipated operating costs and capital expenditure requirements for at least the next three months. We will need to raise additional capital in the future to support our efforts to commercialize Spryng® and our ongoing operations. We expect to continue to raise additional capital through the sale of our securities from time to time for the foreseeable future to fund our business expansion. Our ability to obtain such additional capital will likely be subject to various factors, including our overall business performance and market
conditions. There can be no guarantee that the Company will be successful in its ability to raise additional capital to fund its business plan.
Net Cash Used in Operating Activities - We used $6,107,286 of net cash in operating activities in fiscal 2026. This cash used in operating activities was primarily attributable to our net loss of $10,349,084, offset by stock based compensation of $1,879,890, loss on impairment of licensing agreement of $1,000,000 and amortization of debt discount of $977,596.
Net Cash Provided in Investing Activities - During fiscal 2026, we were provided $11,800 of net cash in due to the return of a security deposit received from a lease termination offset by the purchase of property and equipment.
Net Cash Provided by Financing Activities - During fiscal 2026, we were provided with net cash of $6,068,579 from financing activities consisting primarily of $4,400,000 from the proceeds of the sale of preferred stock, $851,750 from the exercise of warrants, $675,000 from the proceeds of the sale of common stock and warrants, and $492,000 from the proceeds of the issuance of convertible debentures and notes payable.
Inventory
Inventories are stated at cost, subject to the lower of cost or net realizable value. Cost includes materials, labor, and manufacturing overhead related to the purchase and production of inventories. Net realizable value is the estimated selling price less estimated costs of completion, disposal, and transportation. We regularly review inventory quantities on hand through an inventory count.
At March 31, 2026, the Company's inventory has a carrying value of $538,366 and consists of $291,218 of net finished goods, $21,850 of work in process and $225,298 in raw material.
At March 31, 2025, the Company's inventory has a carrying value of $323,504 and consists of $21,782 of finished goods, $41,540 of work in process and $260,182 in raw material.
MATERIAL COMMITMENTS
Notes Payable and Accrued Interest
As of March 31, 2026, we were obligated on two short-term promissory notes to one investor totaling $320,000 with an annual interest rate of six percent (6%). The first promissory note was initiated on February 26, 2026, in the amount of $150,000 with a maturity date of February 26, 2027. The second promissory note was initiated on March 11, 2026, in the amount of $170,000 with a maturity date of March 11, 2027. Accrued interest on both notes at March 31, 2026 was $1,447.
OFF-BALANCE SHEET ARRANGEMENTS
As of March 31, 2026, and as of the date of this Annual Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
GOING CONCERN
The independent auditors' report accompanying our March 31, 2026, Form 10-K and financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared assuming that we will continue as a going concern, which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. Our working capital as of March 31, 2026 was $482,629.
CRITICAL ACCOUNTING POLICIES
We prepare our consolidated financial statements in accordance with generally accepted accounting standards in the United States of America. Our significant accounting policies are described in Note 1 to our consolidated financial statements attached hereto. We believe the following critical accounting policies involve the most significant judgments and estimates used in the preparation of the consolidated financial statements.
RECENTLY ISSUED ACCOUNTING STANDARDS
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This ASU requires disaggregated information about a reporting entity's effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. This ASU is effective for public entities with fiscal years beginning after December 15, 2024. The Company adopted this guidance for the year ended March 31, 2026 and applied the guidance on a retrospective basis. The adoption did not have a material impact on the consolidated financial statements. Refer to Note 14 for further details.
The Company has reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effective dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles, other than ASU 2023-09, Income Taxes (Topic 740) discussed above, and do not believe that any new or modified principles will have a material impact on the Company's reported financial position or operations in the near term. The applicability of any standard is subject to formal review of the Company's financial management.
All other newly issued but not yet effective accounting pronouncements have been deemed either immaterial or not applicable.