Cover
Cover - shares | 3 Months Ended | |
Jan. 31, 2024 | Mar. 15, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jan. 31, 2024 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --10-31 | |
Entity File Number | 000-55008 | |
Entity Registrant Name | Zeo ScientifiX, Inc. | |
Entity Central Index Key | 0001557376 | |
Entity Tax Identification Number | 47-4180540 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 3321 College Avenue | |
Entity Address, Address Line Two | Suite 246 | |
Entity Address, City or Town | Davie | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33314 | |
City Area Code | 888 | |
Local Phone Number | 963-7881 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 6,125,482 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jan. 31, 2024 | Oct. 31, 2023 |
Current Assets | ||
Cash | $ 1,172,000 | $ 1,756,000 |
Accounts receivable, net of allowance for bad debts | 77,000 | 18,000 |
Other receivables | 12,000 | 12,000 |
Prepaid expenses | 315,000 | 106,000 |
Inventories | 316,000 | 310,000 |
Total Current Assets | 1,892,000 | 2,202,000 |
Property and equipment, net | 533,000 | 573,000 |
Security deposits | 7,000 | 7,000 |
TOTAL ASSETS | 2,432,000 | 2,782,000 |
Current Liabilities | ||
Accounts payable and accrued expenses | 2,219,000 | 2,612,000 |
Advances payable to former officer | 221,000 | 221,000 |
Finance lease obligations | 10,000 | 23,000 |
Convertible promissory note, net of debt discount of $62,000 and $68,000 | 663,000 | 657,000 |
Deferred revenue | 810,000 | 497,000 |
Total Current Liabilities | 3,923,000 | 4,010,000 |
Long term finance lease obligations | 17,000 | 13,000 |
Total Liabilities | 3,940,000 | 4,023,000 |
Stockholders’ Deficit | ||
Common stock, $0.001 par value, 2,500,000,000 shares authorized; 6,125,482 and 7,283,483 shares issued and outstanding, respectively | 6,000 | 7,000 |
Additional paid-in capital | 57,034,000 | 56,260,000 |
Accumulated deficit | (58,548,000) | (57,508,000) |
Total Stockholders’ Deficit | (1,508,000) | (1,241,000) |
TOTAL LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT | 2,432,000 | 2,782,000 |
Series C Preferred Stock [Member] | ||
Shares Subject To Possible Redemption | ||
Preferred stock value |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Jan. 31, 2024 | Oct. 31, 2023 |
Debt discount net | $ 62,000 | $ 68,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 6,125,482 | 7,283,483 |
Common stock, shares outstanding | 6,125,482 | 7,283,483 |
Series C Preferred Stock [Member] | ||
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 100 | 100 |
Preferred stock, shares issued | 100 | 100 |
Preferred stock, shares outstanding | 100 | 100 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Income Statement [Abstract] | ||
Revenues (includes sales to related parties of approximately $30,000 and $25,000, respectively) | $ 1,154,000 | $ 1,070,000 |
Cost of revenues | 159,000 | 104,000 |
Gross profit | 995,000 | 966,000 |
General and administrative expenses | 2,157,000 | 3,142,000 |
Loss from operations | (1,162,000) | (2,176,000) |
Other income (expense) | ||
Interest expense | (27,000) | (61,000) |
Other income | 149,000 | |
Change in Commitment Fee Shortfall Obligation | (50,000) | |
Net loss | $ (1,040,000) | $ (2,287,000) |
Net loss per common share - basic | $ (0.17) | $ (0.33) |
Net loss per common share - diluted | $ (0.17) | $ (0.33) |
Weighted average number of common shares outstanding - basic | 6,190,794 | 7,009,549 |
Weighted average number of common shares outstanding - diluted | 6,190,794 | 7,009,549 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Income Statement [Abstract] | ||
Revenues from related parties | $ 30,000 | $ 25,000 |
CONDENSED CONSOLIDATED CHANGES
CONDENSED CONSOLIDATED CHANGES TO STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Oct. 31, 2022 | $ 7,000 | $ 52,403,000 | $ (50,521,000) | $ 1,889,000 |
Beginning balance, shares at Oct. 31, 2022 | 7,395,632 | |||
Sale of common stock | 100,000 | 100,000 | ||
Sale of common stock, shares | 22,282 | |||
Stock-based compensation | 975,000 | 975,000 | ||
Stock based compensation, shares | 25,875 | |||
Net loss | (2,287,000) | (2,287,000) | ||
Ending balance, value at Jan. 31, 2023 | $ 7,000 | 53,478,000 | (52,808,000) | 677,000 |
Ending balance, shares at Jan. 31, 2023 | 7,443,789 | |||
Beginning balance, value at Oct. 31, 2023 | $ 7,000 | 56,260,000 | (57,508,000) | (1,241,000) |
Beginning balance, shares at Oct. 31, 2023 | 7,283,483 | |||
Reverse split round-up adjustment | ||||
Reverse split round-up adjustment, shares | 5,991 | |||
Cancellation of shares in connection with litigation | $ (1,000) | 1,000 | ||
Cancellation of shares in connection with litigation, shares | (1,163,992) | |||
Stock-based compensation | 773,000 | 773,000 | ||
Net loss | (1,040,000) | (1,040,000) | ||
Ending balance, value at Jan. 31, 2024 | $ 6,000 | $ 57,034,000 | $ (58,548,000) | $ (1,508,000) |
Ending balance, shares at Jan. 31, 2024 | 6,125,482 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,040,000) | $ (2,287,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 19,000 | 156,000 |
Amortization of OID – Promissory notes | 6,000 | 37,000 |
Change in Commitment Fee Shortfall Obligation | 49,000 | |
Stock-based compensation | 773,000 | 975,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (59,000) | (52,000) |
Receivables from related party | 10,000 | |
Other receivables | (1,000) | |
Prepaid expenses | (209,000) | (41,000) |
Inventories | (6,000) | (33,000) |
Accounts payable and accrued expenses | (372,000) | (110,000) |
Security deposits | 10,000 | |
Deferred revenue | 313,000 | 4,000 |
Net cash used in operating activities | (575,000) | (1,283,000) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of fixed assets | (16,000) | |
Net cash used in investing activities | (16,000) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Funds held in escrow for share repurchase | (500,000) | |
Payments on finance lease | (9,000) | (32,000) |
Repayments of notes payable | (600,000) | |
Proceeds from sale of common stock | 100,000 | |
Net cash used in by financing activities | (9,000) | (1,032,000) |
Decrease in cash | (584,000) | (2,331,000) |
Cash at beginning of period | 1,756,000 | 3,753,000 |
Cash at end of period | 1,172,000 | 1,422,000 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for taxes | ||
Cash paid for interest | 22,000 | |
NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Reduction in accounts payable for equipment returned to vendor | $ 21,000 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Jan. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Zeo ScientifiX, Inc. (“ZEO” or the “Company”) (f/k/a Organicell Regenerative Medicine, Inc.) was incorporated on August 9, 2011 in the State of Nevada under the name Bespoke Tricycles Inc. (changed to Biotech Products Services and Research, Inc. during September 2015 and to Organicell Regenerative Medicine, Inc., effective June 20, 2018). The Company is a clinical-stage biopharmaceutical company principally focusing on the development of innovative biological therapeutics for the treatment of degenerative diseases and regenerative medicine. The Company’s proprietary products are derived from perinatal sources and manufactured to retain the naturally occurring extracellular vesicles, hyaluronic acid, and proteins without the addition or combination of any other substance or diluent and an autologous non-manipulated biologic containing the nanoparticle fraction from a patient’s own peripheral blood (“RAAM Products”). Our RAAM Products and related services are principally used in the health care industry administered through doctors and clinics (“Providers”). On December 8, 2023, our board of directors and our stockholders holding a majority of the Company’s voting power, approved resolutions authorizing the Company to amend its Articles of Incorporation to change the name (“Name Change”) of the Company from Organicell Regenerative Medicine, Inc. to “Zeo ScientifiX, Inc.” On February 16, 2024, the Company filed a Certificate of Amendment with the Secretary of State of Nevada to change the Company’s name from Organicell Regenerative Medicine, Inc. to Zeo ScientifiX Inc., effective February 20, 2024. In connection with the Name Change, the Company filed a Notification Form with the Financial Industry Regulatory Agency (“FINRA”) to effectuate the Name Change and to change the Company’s ticker symbol to “ZEOX” (“Ticker Change”). The Name Change and Ticker Change were effectuated in the marketplace by FINRA on March 5, 2024. For the three months ended January 31, 2024 and 2023, the Company principally operated through General Surgical of Florida, Inc., a Florida corporation and wholly owned subsidiary, which was formed to sell the Company’s therapeutic products to Providers. The Company’s leading product, Zofin™ (also known as Organicell™ Flow), is an acellular, biologic therapeutic derived from perinatal sources and is manufactured to retain naturally occurring microRNAs, without the addition or combination of any other substance or diluent. The Company recently launched a service platform for its first autologous product called Patient Pure X™ (“PPX™”). PPX™ is a non-manipulated biologic containing the nanoparticle fraction from a patient’s own peripheral blood. To date, revenues from PPX™ continue to be minimal. The Company has recently began to expand the use of its proprietary products in future formulations for a variety of topical use applications in the skin-care industry. On November 7, 2023, the Company filed a certificate of amendment to its Articles of Incorporation to implement a reverse split of our issued and outstanding common stock on a one-for-200 basis (the “Reverse Split”). The Reverse Split was effective on November 28, 2023. The par value of the Company’s common stock was unchanged at $0.001 per share after the Reverse Split. As a result, on the effective date of the Reverse Split, the stated capital on the Company’s balance sheet attributable to the Company’s common stock was reduced proportionately based on the Reverse Split ratio of one-for-200 and the additional paid-in capital account was credited with the amount by which the stated capital was reduced. All share and per share amounts referenced herein give effect to the Reverse Split as of the earliest period presented. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. In the opinion of management, the condensed unaudited consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position as of January 31, 2024, the results of its operations for the three months ended January 31, 2024 and 2023 and the cash flows for the three months ended January 31, 2024 and 2023. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to the rules and regulations of the Securities Exchange Commission, although we believe that the disclosures made are adequate to make the information not misleading. These unaudited consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended October 31, 2023 filed with the Securities and Exchange Commission. All amounts presented have been rounded to the nearest thousand except share amounts, share prices and earnings per share. Concentrations of Risk Credit Risk The balance sheet items that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. Balances in accounts are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $ 250,000 712,000 Major Customer During the three months ended January 31, 2024, the Company sold products and services totaling approximately $ 297,000 25.7% 125,000 10.8% 201,000 17.4% During the three months ended January 31, 2023, the Company sold a total of approximately $ 303,000 28.4% 295,000 27.6% The Company’s sales agreements are non-exclusive and the Company does not believe it has any exposure based on the customers of its products. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates. Those estimates and assumptions include estimates for credit loss reserves for accounts receivable, assumptions used in valuing inventories at net realizable value, impairment testing of recorded long-term tangible and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in valuing equity instruments issued for services, and assumptions used in the determination of the Company’s liquidity. Revenue Recognition The Company follows the guidance of FASB Accounting Standards Update (“ASU”) Topic 606 “Revenue from Contracts with Customers” which requires the Company to recognize revenue in amounts that reflect the prorata completion of the performance obligations of the Company required under the contracts. The Company recognizes revenue only when it transfers control of a promised good or service to a customer in an amount that reflects the consideration it expects to receive in exchange for the good or service. Our performance obligations are satisfied and control is transferred at a point-in-time, which is typically when the transfer and title to the product sold has taken place and there is evidence of our customer’s satisfactory acceptance of the product shipment or delivery except in those instances when the customer has made prior arrangements with the Company to store the product purchased by the customer at the Company’s facilities that is to be delivered at a later date to be designated by the customer. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue on the Company’s consolidated balance sheet. Net Income (Loss) Per Common Share Basic income (loss) per common share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of fully vested common shares outstanding during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of fully vested shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity instruments. At January 31, 2024, the Company had 2,571,656 2,044,000 429,232 no Stock-Based Compensation All stock-based payments are recognized in the financial statements based on their fair values. The Company periodically issues stock options and stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. Research and Development Costs Research and development costs consist of direct and indirect costs associated with the development of the Company’s technologies. These costs are expensed as incurred. Our research and development expenses were approximately $ 27,000 195,000 Income Taxes The Company files a consolidated tax return that includes all of its subsidiaries. Provisions for income taxes are based on taxes payable or refundable for the current year taxable income for federal and state income tax reporting purposes and deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss carryforwards. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of the operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with FASB Topic 740 – Income Taxes. This pronouncement prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. The interpretation also provides guidance on recognition, derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. For the three months ended January 31, 2024 and 2023 the Company incurred operating losses, and therefore, there was not any income tax expense amount recorded during those periods. There is a full valuation allowance established for the tax benefit associated with the net losses for the three months ended January 31, 2024 and 2023. Fair Value of Financial Instruments The Company includes fair value information in the notes to financial statements when the fair value of its financial instruments is different from the book value. When the book value approximates fair value, no additional disclosure is made. The Company follows FASB ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities and convertible debt. The estimated fair value of cash, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments. The Company follows the provisions of ASC 820 with respect to its financial instruments. As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. Level one Level two Level three The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. Subsequent Events The Company has evaluated subsequent events that occurred after January 31, 2024 through the financial statement issuance date for subsequent event disclosure consideration. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Jan. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The unaudited accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has had limited revenues since its inception. The Company incurred net losses of $ 1,040,000 575,000 1,508,000 2,031,000 United States Food and Drug Administration (“FDA”) regulations which were announced in November 2017 and which became effective in May 2021 require that the sale of products that fall under Section 351 of the Public Health Services Act pertaining to marketing traditional biologics and human cells, tissues and cellular and tissue based products (“HCT/Ps”) can only be sold pursuant to an approved biologics license application (“BLA”). The Company has not obtained any opinion or ruling regarding the Company’s operations and whether the processing, sales and distribution of the products it currently produces would be subject to the FDA’s previously announced intended enforcement policies regarding HCT/P’s. As a result of the above, the Company’s efforts to establish a stabilized source of sufficient revenues to cover operating costs has yet to be achieved and ultimately may prove to be unsuccessful unless (a) the Company’s ability to process, sell and distribute the products currently being produced or developed in the future are not restricted; and/or (b) additional sources of working capital through operations or debt and/or equity financings are realized. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management anticipates that the Company will remain dependent, for the near future, on additional investment capital to fund ongoing operating expenses and research and development costs related to development of new products and to perform required clinical studies in connection with the sale of its products. The Company does not have any assets to pledge for the purpose of borrowing additional capital. In addition, the Company relies on its ability to produce and sell products it manufactures that are subject to changing technology and regulations that it currently sells and distributes to its customers. The Company’s current market capitalization, common stock liquidity and available authorized shares may hinder its ability to raise equity proceeds. The Company anticipates that future sources of funding, if any, will therefore be costly and dilutive, if available at all. In view of the matters described in the preceding paragraphs, recoverability of the recorded asset amounts shown in the accompanying consolidated balance sheet assumes that (a) the Company is able to continue to produce products or obtain products under supply arrangements which are in compliance with current and future regulatory guidelines; (b) the Company will be able to establish a stabilized source of revenues, including efforts to expand sales internationally and the development of new product offerings and/or designations of products; (c) obligations to the Company’s creditors are not accelerated; (d) the Company’s operating expenses remain at current levels and/or the Company is successful in restructuring and/or deferring ongoing obligations; (e) the Company is able to continue its research and development activities, particularly in regards to remaining compliant with the FDA and ongoing safety and efficacy of its products; and/or (f) the Company obtains additional working capital to meet its contractual commitments and maintain the current level of Company operations through debt or equity sources. There is no assurance that the products we currently produce will not be subject to the FDA’s previously announced intended enforcement policies regarding HCT/P’s and/or the Company will be able to complete its revenue growth strategy. There is no assurance that the Company’s research and development activities will be successful or that the Company will be able to timely fund the required costs of those activities. Without sufficient cash reserves, the Company’s ability to pursue growth objectives will be adversely impacted. Furthermore, despite significant effort since July 2015, the Company has thus far been unsuccessful in achieving a stabilized source of revenues. If revenues do not increase and stabilize, if the Company’s ability to process, sell and/or distribute the products currently being produced or developed in the future are restricted, and/or if additional funds cannot otherwise be raised, the Company might be required to seek other alternatives which could include the sale of assets, closure of operations and/or protection under the U.S. bankruptcy laws. As of January 31, 2024, based on the factors described above, the Company concluded that there was substantial doubt about its ability to continue to operate as a going concern for the 12 months following the issuance of these financial statements. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Jan. 31, 2024 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 4 – INVENTORIES Schedule of inventories January 31, October 31, Raw materials and supplies $ 141,000 $ 154,000 Finished goods 175,000 156,000 Total inventories $ 316,000 $ 310,000 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Jan. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 – PROPERTY AND EQUIPMENT Schedule of property and equipment January 31, October 31, Finance lease equipment $ 260,000 $ 260,000 Manufacturing equipment 510,000 535,000 770,000 795,000 Less: accumulated depreciation and amortization (237,000 ) (222,000 ) Total property and equipment, net $ 533,000 $ 573,000 Depreciation expense totaled $ 19,000 29,000 Amortization expense totaled $ 0 127,000 |
LEASE OBLIGATIONS
LEASE OBLIGATIONS | 3 Months Ended |
Jan. 31, 2024 | |
Lease Obligations | |
LEASE OBLIGATIONS | NOTE 6 – LEASE OBLIGATIONS Finance Lease Obligations: During March 2019, the Company entered into a lease agreement for certain lab equipment in the amount of $ 239,595 1.00 During October 2021, the Company entered into a second lease agreement in the amount of $ 304,873 5,478 461 As of January 31, 2024, finance lease obligations were $ 27,000 10,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Jan. 31, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS For the three months ended January 31, 2024, the Company sold a total of approximately $ 30,000 30,000 For the three months ended January 31, 2023, the Company sold a total of approximately $ 25,000 25,000 At January 31, 2024 and October 31, 2023, advances payable to an affiliate of a former executive were $ 220,897 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended |
Jan. 31, 2024 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Schedule of account payable and accrued expenses January 31, October 31, Accrued payroll related liabilities $ 667,000 $ 667,000 Lab equipment and supplies payables 245,000 407,000 Clinical trial and research payables 661,000 675,000 Legal fees payables 237,000 479,000 Other professional fees payables 115,000 81,000 Accrued IRS penalty (Note 14) 92,000 86,000 Accrued commissions payable 69,000 102,000 Construction payables 9,000 9,000 Other payables and accrued expenses 124,000 106,000 Total Accounts Payable and Accrued Expenses $ 2,219,000 $ 2,612,000 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Jan. 31, 2024 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 9 – NOTES PAYABLE Schedule of notes payable January 31, October 31, Convertible Promissory Notes $ 725,000 $ 725,000 Unamortized discount (62,000 ) (68,000 ) Total Notes Payable $ 663,000 $ 657,000 Convertible Promissory Notes The Convertible Promissory Notes are due September 30, 2026 8.0 % The Convertible Promissory Notes may be prepaid by the Company, in whole, but not in part, at any time prior to the Maturity Date, subject to payment of a premium of 10%, provided that the Company gives the holders fifteen (15) business notice prior to prepayment, during which period, Investors may elect to convert the Notes and accrued but unpaid interest thereon into Shares at a conversion price equal to 80% of the average of the daily VWAP of the Shares (as defined in the Note) for twenty consecutive ( 20 Holders of the Convertible Promissory Notes will have the right, at any time during the period commencing on April 1, 2024 and ending on the earliest to occur of the Maturity Date, the date of a Prepayment or the date of an automatic conversion, to convert the Convertible Promissory Note in whole, but not in part, and accrued interest thereon into shares of common stock (“Shares”) at a conversion price equal to 80% of the average of the daily VWAP of the Shares (as defined in the Convertible Promissory Note) for twenty consecutive (20) trading days ending on the date the investor gives the Company a notice of conversion, subject to a minimum conversion price of $ 6.00 In addition, the Convertible Promissory Notes and accrued but unpaid interest thereon will automatically convert into Shares in the event that prior to the Maturity Date, the Company consummates a “Qualified Financing” or a “Qualified Sale” (as defined in the Convertible Promissory Note) at a conversion price equal to 80% of the offering price of Shares sold in the Qualified Financing or 80% of the purchase price per Share to be received by stockholders following consummation of a Qualified Sale. In connection with the issuance of the Convertible Promissory Notes, the Company recorded a discount in the amount of $ 72,000 6,000 62,000 |
CAPITAL STOCK
CAPITAL STOCK | 3 Months Ended |
Jan. 31, 2024 | |
Equity [Abstract] | |
CAPITAL STOCK | NOTE 10 – CAPITAL STOCK Common Stock On November 7, 2023, the Company filed a certificate of amendment to its Articles of Incorporation to affect a reverse split of our issued and outstanding common stock on a one-for-two-hundred basis. The reverse stock split was effective with FINRA on November 28, 2023 (the “Reverse Split”). The par value of the Company’s common stock was unchanged at $ 0.001 Shares Repurchased – Settlement of Litigation: In connection with a settlement agreement entered into during November 2023 (see Note 12), Albert Mitrani and Dr. Maria Ines Mitrani returned to the Company 682,161 481,831 Equity Line Of Credit Commitment: On February 23, 2024, pursuant to the Purchase Agreement dated as of September 1, 2022 (“Agreement”), by and between the Company and Tysadco Partners, LLC (“Tysadco”), the Company provided Tysadco formal notice that it was terminating the Agreement and the $ 10,000,000 Unvested Equity Instruments A summary of unvested equity instruments outstanding for the three months ended January 31, 2024 are presented below: Schedule of non vested share activity Number of Weighted- Average Outstanding at October 31, 2023 100,000 $ 12.20 Non-Vested Shares Granted - $ - Vested 100,000 $ 12.20 Expired/Forfeited - $ - Outstanding at January 31, 2024 - $ - |
WARRANTS
WARRANTS | 3 Months Ended |
Jan. 31, 2024 | |
Guarantees and Product Warranties [Abstract] | |
WARRANTS | NOTE 11 – WARRANTS A summary of warrant activity for the three months ended January 31, 2024 are presented below: Schedule of warrant activity Number of Weighted-average Remaining Aggregate Outstanding at October 31, 2023 2,571,656 $ 3.99 7.50 $ - Granted - $ - - $ - Exercised - $ - - $ - Expired/Forfeited - $ - - $ - Outstanding at January 31, 2024 2,571,656 $ 3.99 7.25 $ - Exercisable at January 31, 2024 2,040,883 $ 4.34 7.92 $ - During the three months ended January 31, 2024 and 2023, the Company amortized $ 773,000 631,000 There was approximately $ 4,108,000 All stock compensation expense is classified under general and administrative expenses in the consolidated statements of operations. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Jan. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 – COMMITMENTS AND CONTINGENCIES Skincare Agreement In September 2022, the Company entered into a joint development agreement and supply agreement with a third-party supplier (“Supplier”) that develops and manufactures various devices and related equipment and consumables used in the skincare industry (“Skincare Agreement”) that are marketed and sold directly and/or through its affiliates or third parties, in the United States of America and in most major international markets. Under the terms of the Skincare Agreement, the Company was obligated to provide and the Third Party was obligated to purchase a minimum volume of raw material ingredient (“Ingredient”) from the Company to be used as part of formulations in exclusive biologic topical products (“Products”) to be marketed and sold by Supplier during the first year of the Agreement in the amount of $167,000 (“Minimum Purchase”) and mutually agreed upon minimal annual amounts thereafter. In June 2023, the Supplier informed the Company that there were delays in the Supplier’s development of the Products, including the timing of providing a purchase order for the Minimum Purchase of the Company’s Ingredient. During September 2023, the Company and the Supplier agreed to enter into an Amendment and Restatement of the Skincare Agreement (“Amended Skincare Agreement”). Under the terms of the Amended Skincare Agreement, the products to be provided by the Company was modified to include both the Ingredient and a topical moisturizer (“Moisturizer”) supplied by the Formulator. The Ingredient and the Moisturizer are hereinafter referred to as the “Combined Product”. The Supplier was obligated to deliver a purchase order for a minimum of $403,000 of the Combined Product by September 30, 2023 (“Initial Purchase Order”) and a total of $648,000 of the Combined Product during the first year of the Amended Skincare Agreement. During November 2023, the Supplier paid the Company $403,000 in connection with the Initial Purchase Order. Pursuant to Sales Agreement with the Formulator, the Company paid the Formulator $235,000 representing the amount of Initial Purchase Order associated with the Company’s arrangement with the Formulator to supply the Moisturizer. Both the Company and the Formulator have yet to deliver the Ingredient or the Moisturizer to the Supplier. As of January 31, 2024, the Company has recorded deferred revenues of $ 403,000 235,000 Deferred Revenue During the year ended October 31, 2023, the Company received an advance payment of $500,000 which was to be applied against future invoices for product inventory to be delivered over time which amount was recorded as deferred revenue. As of October 31, 2023, $101,000 of product inventory was invoiced and delivered reducing the deferred revenue amount to $399,000. During the period ended January 31, 2024, $81,000 of product inventory was invoiced and delivered, further reducing the deferred revenue balance to $318,000 as of that date. Amounts received by the Company for products that have yet to be delivered to the customers as of January 31, 2024 and October 31, 2023 are reflected in the Company’s balance sheet as deferred revenues and were comprised of the following: Schedule of deferred revenue January 31, October 31, Initial Purchase Order – Amended Skincare Agreement $ 403,000 $ - Advances On Future Purchases Of Inventory 318,000 399,000 Sales To Customers Not Yet Delivered 89,000 98,000 Total Deferred Revenue $ 810,000 $ 497,000 Legal Matters Albert Mitrani and Dr. Maria Ines Mitrani Effective November 13, 2023, the Company entered into a settlement agreement with Albert Mitrani and Dr. Maria Ines Mitrani, pursuant to which it resolved various claims against the Mitranis, including those set forth in the previously reported Florida state action the Company had filed against the Mitranis. As part of the settlement, Albert Mitrani and Dr. Maria Ines Mitrani returned to the Company 682,161 481,831 Other In addition to the foregoing, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in any such matter may harm our business. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Jan. 31, 2024 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 13 – SEGMENT INFORMATION For the three months ended January 31, 2024 and 2023, the Company operated only one 1 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Jan. 31, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS IRS Penalties During February 2024, the Internal Revenue Service (“IRS”) notified the Company that the Company’s appeal for full abatement of penalties and interest ($ 92,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements are unaudited and include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. In the opinion of management, the condensed unaudited consolidated financial statements contain all adjustments, including normal recurring adjustments, necessary to present fairly the Company’s financial position as of January 31, 2024, the results of its operations for the three months ended January 31, 2024 and 2023 and the cash flows for the three months ended January 31, 2024 and 2023. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to the rules and regulations of the Securities Exchange Commission, although we believe that the disclosures made are adequate to make the information not misleading. These unaudited consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended October 31, 2023 filed with the Securities and Exchange Commission. All amounts presented have been rounded to the nearest thousand except share amounts, share prices and earnings per share. |
Concentrations of Risk | Concentrations of Risk Credit Risk The balance sheet items that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. Balances in accounts are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $ 250,000 712,000 Major Customer During the three months ended January 31, 2024, the Company sold products and services totaling approximately $ 297,000 25.7% 125,000 10.8% 201,000 17.4% During the three months ended January 31, 2023, the Company sold a total of approximately $ 303,000 28.4% 295,000 27.6% The Company’s sales agreements are non-exclusive and the Company does not believe it has any exposure based on the customers of its products. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates. Those estimates and assumptions include estimates for credit loss reserves for accounts receivable, assumptions used in valuing inventories at net realizable value, impairment testing of recorded long-term tangible and intangible assets, the valuation allowance for deferred tax assets, accruals for potential liabilities, assumptions made in valuing equity instruments issued for services, and assumptions used in the determination of the Company’s liquidity. |
Revenue Recognition | Revenue Recognition The Company follows the guidance of FASB Accounting Standards Update (“ASU”) Topic 606 “Revenue from Contracts with Customers” which requires the Company to recognize revenue in amounts that reflect the prorata completion of the performance obligations of the Company required under the contracts. The Company recognizes revenue only when it transfers control of a promised good or service to a customer in an amount that reflects the consideration it expects to receive in exchange for the good or service. Our performance obligations are satisfied and control is transferred at a point-in-time, which is typically when the transfer and title to the product sold has taken place and there is evidence of our customer’s satisfactory acceptance of the product shipment or delivery except in those instances when the customer has made prior arrangements with the Company to store the product purchased by the customer at the Company’s facilities that is to be delivered at a later date to be designated by the customer. Amounts received prior to satisfying the revenue recognition criteria are recorded as deferred revenue on the Company’s consolidated balance sheet. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Basic income (loss) per common share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of fully vested common shares outstanding during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of fully vested shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity instruments. At January 31, 2024, the Company had 2,571,656 2,044,000 429,232 no |
Stock-Based Compensation | Stock-Based Compensation All stock-based payments are recognized in the financial statements based on their fair values. The Company periodically issues stock options and stock awards to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for such grants issued and vesting based on ASC 718, Compensation-Stock Compensation The fair value of the Company’s stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. |
Research and Development Costs | Research and Development Costs Research and development costs consist of direct and indirect costs associated with the development of the Company’s technologies. These costs are expensed as incurred. Our research and development expenses were approximately $ 27,000 195,000 |
Income Taxes | Income Taxes The Company files a consolidated tax return that includes all of its subsidiaries. Provisions for income taxes are based on taxes payable or refundable for the current year taxable income for federal and state income tax reporting purposes and deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss carryforwards. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of the operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with FASB Topic 740 – Income Taxes. This pronouncement prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. The interpretation also provides guidance on recognition, derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. For the three months ended January 31, 2024 and 2023 the Company incurred operating losses, and therefore, there was not any income tax expense amount recorded during those periods. There is a full valuation allowance established for the tax benefit associated with the net losses for the three months ended January 31, 2024 and 2023. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company includes fair value information in the notes to financial statements when the fair value of its financial instruments is different from the book value. When the book value approximates fair value, no additional disclosure is made. The Company follows FASB ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities and convertible debt. The estimated fair value of cash, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments. The Company follows the provisions of ASC 820 with respect to its financial instruments. As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. Level one Level two Level three The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events that occurred after January 31, 2024 through the financial statement issuance date for subsequent event disclosure consideration. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Jan. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Schedule of inventories January 31, October 31, Raw materials and supplies $ 141,000 $ 154,000 Finished goods 175,000 156,000 Total inventories $ 316,000 $ 310,000 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Jan. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Schedule of property and equipment January 31, October 31, Finance lease equipment $ 260,000 $ 260,000 Manufacturing equipment 510,000 535,000 770,000 795,000 Less: accumulated depreciation and amortization (237,000 ) (222,000 ) Total property and equipment, net $ 533,000 $ 573,000 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 3 Months Ended |
Jan. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of account payable and accrued expenses | Schedule of account payable and accrued expenses January 31, October 31, Accrued payroll related liabilities $ 667,000 $ 667,000 Lab equipment and supplies payables 245,000 407,000 Clinical trial and research payables 661,000 675,000 Legal fees payables 237,000 479,000 Other professional fees payables 115,000 81,000 Accrued IRS penalty (Note 14) 92,000 86,000 Accrued commissions payable 69,000 102,000 Construction payables 9,000 9,000 Other payables and accrued expenses 124,000 106,000 Total Accounts Payable and Accrued Expenses $ 2,219,000 $ 2,612,000 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Jan. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Schedule of notes payable January 31, October 31, Convertible Promissory Notes $ 725,000 $ 725,000 Unamortized discount (62,000 ) (68,000 ) Total Notes Payable $ 663,000 $ 657,000 |
CAPITAL STOCK (Tables)
CAPITAL STOCK (Tables) | 3 Months Ended |
Jan. 31, 2024 | |
Equity [Abstract] | |
Schedule of non vested share activity | Schedule of non vested share activity Number of Weighted- Average Outstanding at October 31, 2023 100,000 $ 12.20 Non-Vested Shares Granted - $ - Vested 100,000 $ 12.20 Expired/Forfeited - $ - Outstanding at January 31, 2024 - $ - |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Jan. 31, 2024 | |
Guarantees and Product Warranties [Abstract] | |
Schedule of warrant activity | Schedule of warrant activity Number of Weighted-average Remaining Aggregate Outstanding at October 31, 2023 2,571,656 $ 3.99 7.50 $ - Granted - $ - - $ - Exercised - $ - - $ - Expired/Forfeited - $ - - $ - Outstanding at January 31, 2024 2,571,656 $ 3.99 7.25 $ - Exercisable at January 31, 2024 2,040,883 $ 4.34 7.92 $ - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 3 Months Ended |
Jan. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of deferred revenue | Schedule of deferred revenue January 31, October 31, Initial Purchase Order – Amended Skincare Agreement $ 403,000 $ - Advances On Future Purchases Of Inventory 318,000 399,000 Sales To Customers Not Yet Delivered 89,000 98,000 Total Deferred Revenue $ 810,000 $ 497,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Product Information [Line Items] | ||
FDIC limits per institutions | $ 250,000 | |
Cash balances | 712,000 | |
Revenues | 1,154,000 | $ 1,070,000 |
Incremental salary | 429,232 | |
Bad debt expense | 0 | $ 0 |
Research and development expense | $ 27,000 | $ 195,000 |
Common Shares Issuable Upon Exercise Of Warrants [Member] | ||
Product Information [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 2,571,656 | 2,044,000 |
Large Distributor [Member] | ||
Product Information [Line Items] | ||
Revenues | $ 297,000 | $ 303,000 |
Large Distributor [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | 25.70% | 28.40% |
Another Large Distributor [Member] | ||
Product Information [Line Items] | ||
Revenues | $ 125,000 | $ 295,000 |
Another Large Distributor [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | 10.80% | 27.60% |
Individual Medical Practice [Member] | ||
Product Information [Line Items] | ||
Revenues | $ 201,000 | |
Individual Medical Practice [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration percentage | 17.40% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | |||
Jan. 31, 2024 | Jan. 31, 2023 | Oct. 31, 2023 | Oct. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss | $ 1,040,000 | $ 2,287,000 | ||
Cash from operating activities | 575,000 | 1,283,000 | ||
Stockholders' deficit | 1,508,000 | $ (677,000) | $ 1,241,000 | $ (1,889,000) |
Working capital deficit | $ 2,031,000 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Jan. 31, 2024 | Oct. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 141,000 | $ 154,000 |
Finished goods | 175,000 | 156,000 |
Total inventories | $ 316,000 | $ 310,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Jan. 31, 2024 | Oct. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 770,000 | $ 795,000 |
Less: accumulated depreciation and amortization | (237,000) | (222,000) |
Total property and equipment, net | 533,000 | 573,000 |
Finance lease equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 260,000 | 260,000 |
Manufacturing Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 510,000 | $ 535,000 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 19,000 | $ 29,000 |
Amortization expense | $ 0 | $ 127,000 |
LEASE OBLIGATIONS (Details Narr
LEASE OBLIGATIONS (Details Narrative) - USD ($) | 1 Months Ended | 5 Months Ended | |||
Aug. 07, 2023 | Mar. 31, 2019 | Jan. 31, 2024 | Oct. 31, 2023 | Oct. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Finance lease obligations current | $ 10,000 | $ 23,000 | |||
Lease Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Payment to acquire | $ 239,595 | $ 304,873 | |||
Operating leased equipment, per unit | 1 | ||||
Finance lease obligations | 27,000 | ||||
Finance lease obligations current | $ 10,000 | ||||
Second Lease Agreement [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Remaining obligations | $ 5,478 | ||||
Monthly payments | $ 461 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Oct. 31, 2023 | |
Advances payable | $ 220,897 | $ 220,897 | |
Management Services Organization [Member] | |||
Proceed from sale of products | 30,000 | $ 25,000 | |
Purchase of products | $ 30,000 | $ 25,000 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Jan. 31, 2024 | Oct. 31, 2023 |
Payables and Accruals [Abstract] | ||
Accrued payroll related liabilities | $ 667,000 | $ 667,000 |
Lab equipment and supplies payables | 245,000 | 407,000 |
Clinical trial and research payables | 661,000 | 675,000 |
Legal fees payables | 237,000 | 479,000 |
Other professional fees payables | 115,000 | 81,000 |
Accrued IRS penalty (Note 14) | 92,000 | 86,000 |
Accrued commissions payable | 69,000 | 102,000 |
Construction payables | 9,000 | 9,000 |
Other payables and accrued expenses | 124,000 | 106,000 |
Total Accounts Payable and Accrued Expenses | $ 2,219,000 | $ 2,612,000 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Jan. 31, 2024 | Oct. 31, 2023 |
Debt Disclosure [Abstract] | ||
Convertible Promissory Notes | $ 725,000 | $ 725,000 |
Unamortized discount | (62,000) | (68,000) |
Total Notes Payable | $ 663,000 | $ 657,000 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) | 3 Months Ended | |
Jan. 31, 2024 USD ($) Integer $ / shares | Oct. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | ||
Unamortized discount | $ 62,000 | $ 68,000 |
Convertible Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Maturity date | Sep. 30, 2026 | |
Interest rate | 8% | |
Trading days | Integer | 20 | |
Conversion price | $ / shares | $ 6 | |
Discount | $ 72,000 | |
Amortization of discounts | 6,000 | |
Unamortized discount | $ 62,000 |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) | 3 Months Ended |
Jan. 31, 2024 $ / shares shares | |
Equity [Abstract] | |
Number of Nonvested Shares Outstanding at beginning | shares | 100,000 |
Weighted- Average Grant Date Value, Outstanding at beginning | $ / shares | $ 12.20 |
Non-Vested Shares Granted | shares | |
Weighted- Average Grant Date Value, Non-Vested Shares Granted | $ / shares | |
Vested | shares | 100,000 |
Weighted- Average Grant Date Value, Vested | $ / shares | $ 12.20 |
Expired/Forfeited | shares | |
Weighted- Average Grant Date Value, Expired/Forfeited | $ / shares | |
Number of Nonvested Shares, Outstanding at end | shares | |
Weighted- Average Grant Date Value, Outstanding at end | $ / shares |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 1 Months Ended | ||
Nov. 30, 2023 | Feb. 23, 2024 | Jan. 31, 2024 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Share price | $ 0.001 | ||
Subsequent Event [Member] | Purchase Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Line Of Credit | $ 10,000,000 | ||
Albert Mitrani [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Shares Repurchased | 682,161 | ||
Dr. Maria Ines Mitrani [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Shares Repurchased | 481,831 |
WARRANTS (Details)
WARRANTS (Details) | 3 Months Ended |
Jan. 31, 2024 USD ($) $ / shares shares | |
Number of shares, expired/forfeited | shares | |
Weighted-average exercise price, expired/forfeited | $ / shares | |
Warrant [Member] | |
Number of shares, outstanding beginning balance | shares | 2,571,656 |
Weighted-average exercise price, outstanding beginning balance | $ / shares | $ 3.99 |
Remaining contractual term (years), outstanding beginning balance | 7 years 6 months |
Aggregate intrinsic value, outstanding beginning balance | $ | |
Number of shares, granted | shares | |
Weighted-average exercise price, granted | $ / shares | |
Aggregate intrinsic value, granted | $ | |
Number of shares, exercised | shares | |
Weighted-average exercise price, exercised | $ / shares | |
Aggregate intrinsic value, exercised | $ | |
Number of shares, expired/forfeited | shares | |
Weighted-average exercise price, expired/forfeited | $ / shares | |
Aggregate intrinsic value, expired/forfeited | $ | |
Number of shares outstanding ending balance | shares | 2,571,656 |
Weighted-average exercise price outstanding ending balance | $ / shares | $ 3.99 |
Remaining contractual term (years) outstanding ending balance | 7 years 3 months |
Aggregate intrinsic value outstanding ending balance | $ | |
Number of shares, exercisable | shares | 2,040,883 |
Weighted-average exercise price, exercisable | $ / shares | $ 4.34 |
Remaining contractual term (years) outstanding, exercisable | 7 years 11 months 1 day |
Aggregate intrinsic value, exercisable | $ |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Guarantees and Product Warranties [Abstract] | ||
Amortized compensation costs | $ 773,000 | $ 631,000 |
Unamortized compensation costs | $ 4,108,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | Jan. 31, 2024 | Oct. 31, 2023 |
Commitments and Contingencies Disclosure [Abstract] | ||
Initial Purchase Order – Amended Skincare Agreement | $ 403,000 | |
Advances On Future Purchases Of Inventory | 318,000 | 399,000 |
Sales To Customers Not Yet Delivered | 89,000 | 98,000 |
Total Deferred Revenue | $ 810,000 | $ 497,000 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Nov. 30, 2023 | Jan. 31, 2024 | Oct. 31, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Deferred revenues | $ 810,000 | $ 497,000 | |
Prepaid expenses | $ 315,000 | $ 106,000 | |
Deferred Revenue invoiced description | During the period ended January 31, 2024, $81,000 of product inventory was invoiced and delivered, further reducing the deferred revenue balance to $318,000 as of that date. | As of October 31, 2023, $101,000 of product inventory was invoiced and delivered reducing the deferred revenue amount to $399,000. | |
Albert Mitrani [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Shares Repurchased | 682,161 | ||
Dr. Maria Ines Mitrani [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Shares Repurchased | 481,831 | ||
Skincare Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Deferred revenues | $ 403,000 | ||
Prepaid expenses | $ 235,000 |
SEGMENT INFORMATION (Details Na
SEGMENT INFORMATION (Details Narrative) - Integer | 3 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Segment Reporting [Abstract] | ||
Number of Operating Segments | 1 | 1 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 1 Months Ended |
Feb. 29, 2024 USD ($) | |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Abatement of penalties and interest | $ 92,000 |