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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1 to Form 8-K
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 15, 2024
ZEO SCIENTIFIX, INC.
(Exact name of registrant as specified in its charter)
Nevada | |
000-55008 | |
47-4180540 |
(State or Other Jurisdiction of Incorporation) | |
(Commission File Number) | |
(IRS Employer Identification No.) |
3321 College Avenue, Suite 246 Davie, Florida | |
33314 |
(Address of Principal Executive Offices) | |
(Zip Code) |
Registrant’s telephone number, including area code: (888) 963-7881
(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 (see General Instruction A.2. below):
☐ |
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 |
|
Name of each exchange on which registered |
None |
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N/A |
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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. ☐
As used in this Form 8-K/A (this “Report”), and unless otherwise indicated, the terms “the Company,” “ZEO,” “we,” “us” and “our” refer to Zeo ScientifiX, Inc.
EXPLANATORY NOTE
On November 15, 2024, ZEO filed a Current Report
on Form 8-K, pursuant to which under “Item 7.01 Regulation FD Disclosure,” we disclosed that Robin L. Smith, M.D.,
MBA, a co-founder of our affiliate, Exotropin, LLC (“Exotropin”), was conducting a presentation at the Medical Aesthetics
Professionals (“MAP”) meeting being held in Scottsdale, Arizona and pursuant to Item 7.01, furnished, but did
not file, a copy of the PowerPoint slides (the “PowerPoint Presentation”) pertaining to ZEO HAIR GROW™ Powered
By Exotropin™, our new product developed in collaboration with Exotropin, which was introduced at the MAP meeting. It has subsequently
come to the Company’s attention that one of the slides in the furnished PowerPoint Presentation contained graphical errors.
Accordingly, we are filing this Report to amend the previously filed Form 8-K, to furnish (but not file) a corrected copy of the PowerPoint
Presentation.
Item 7.01 |
Regulation FD Disclosure. |
On November 15, 2024, Robin L. Smith, M.D.,
M.B.A., a co-founder of Exotropin, LLC (“Exotropin”), will be conducting a presentation entitled “Exosomes
are the new Frontier in Aesthetics: Not All Exosomes are Alike” at the Medical Aesthetics Professionals (“MAP”)
meeting being held in Scottsdale, Arizona., Exotropin is a privately-held developer of advanced cosmeceuticals using exosomes and other
proprietary technology. ZEO holds a minority equity interest in Exotropin and is collaborating with Exotropin on the development of various
products, including, ZEO HAIR GROW™ Powered By Exotropin™, which is being introduced at the MAP meeting and which is featured
in the presentation.
A copy of the PowerPoint slides pertaining to
the ZEO HAIR GROW Powered By Exotropin to be used in connection with Dr. Smith’s presentation is attached as Exhibit
99.1 to this Report.
The foregoing information, including the PowerPoint presentation attached as Exhibit 99.1 to this Report, is being furnished pursuant to Item 7.01 of this Current Report and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended or incorporated by reference
in any filing under the Securities Act of 1933, as amended, except as expressly set
forth by specific reference in such filing.
Item 9.01 |
Financial Statements and Exhibits. |
* |
Furnished but not filed. |
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.
Dated: November 22, 2024 |
ZEO SCIENTIFIX, INC. |
|
|
|
|
By: |
/s/ Ian T. Bothwell |
|
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Ian T. Bothwell |
|
|
Interim Chief Executive Officer and Chief Financial Officer |
Exhibit
99.1
Private and Confidential. © 2024 ZEO ScientifiX , Inc. All rights reserved.
• G lobal business leader, medical doctor, author, speaker and entrepreneur in the healthcare industry. • T railblazer in regenerative medicine and predictive analytics and has focused on turnarounds, M&A and disruptive innovations in m edicine. • R eceived B.A. from Yale University, M.D. from the Yale School of Medicine, M.B.A. from the Wharton School of Business, the Stanford University Directors Program and received an honorary Doctor of Science degree from TJMC. • Founded Spiritus Therapeutics, Exotropin , LLC and Neostem , the Cura Foundation and BRM Holdings . • S erved as a member of the executive board of trustees of Sanford Health, Sanford Health’s International Board and the board of trustees of the New York University Langone Medical Center as well as chairman of the board of directors of the New York University Hospital for Joint Diseases . Robin L. Smith, M.D., MBA
Exosomes provide signal to: • Repair • Restore • Rejuvenate • Replenish NEW FRONTIER IN BEAUTY AND ANTI - AGING Exosomes carry proteins, peptides, lipids and nucleic acids that play a vital role in renewing and rejuvenating the appearance of skin and hair. When applied topically, through intercellular communication , exosomes deliver their cargo to assist with a vast array of functions to enhance the overall condition of the scalp and hair. • Reduce environmental stress • Redensify • Renew • Regenerate
THE GROWING HAIR LOSS INDUSTRY $3.5 Billion spent on all hair loss treatments “ 99% of all products Being marketing are completely ineffective” Washington Post Hair Restoration Patients 358,109 surgical patients 697,372 non - surgical patients $2.5 Billion spent on surgical procedures How many people in the U.S. are experiencing hair loss? 35 mil Men 31 mil Women 2020 Practice Census Results – International Society of Hair Restoration Surgery
HAIR LOSS IS MULTIFACTORIAL Phases of Hair Growth Catagen Telogen Return Anagen Anagen THE APPROACH TO REVITALIZE THE CONDITION AND APPPEARANCE OF HAIR MUST BE AS WELL
A 90 - DAY PHYSICIAN FORMULATED HAIR GROW SYSTEM A UNIQUE FIRST - OF - ITS - KIND SYSTEM A Multifactorial Approach Combin ing the Synergistic & Complimentary Power of • Amniotic Fluid Extract Exosomes (GROWX) • Adipose Derived Exosomes (eXo 3 ) • Aloe Vera Exosomes (aloe 3 ) To Replenish and Optimize the Condition of the Scalp and Promote the Appearance of Thicker, Fuller Looking Hair
THE POTENT COMBINATION BEHIND THE ZEO HAIR GROW SYSTEM aloe 3 (Aloe) Exosomes eXo 3 (ASC) Exosomes ZEO HAIR GROW includes the potent combination of three different sources of exosomes and added signaling molecules formulated together into a system designed to renew and replenish, making your hair look fuller, stronger and thicker. Each exosome source has its own unique signature , creating an unmatched solution for restoring the vitality of the scalp and improving the hair’s condition and appearance. Amniotic Fluid (AF) or PPX Autologous Exosomes
COMPLEMENTARY & SYNERGISTIC SECRETOMES ZEO GROW X + ZEO GROW BOOST Amniotic Fluid Extract + Potent Growth Factor Booster In O ffice “Induction/Stimulation” Procedure EXO FOLLICLE FUEL eXo 3 Exosomes + a l oe 3 E xosomes Hair & Scalp Spray At Home Maintenance P rotocol Delivers necessary support for scalp health until next GROWX + GROW BOOST In Office procedure • F ormulated to support and maintain the environment of the scalp to promote healthy hair, and natural growth. • Provides essential nutrients to completely nourish and hydrate the scalp and hair. • Targeted formulations to protect the scalp and reduce factors causing environmental and mechanical stressors to the scalp and hair follicles in order to thicken and redensify hair. • Deliver ing the necessary and relevant fortifying resources to replenish, strengthen and optimize the condition and appearance of the hair and scalp. The Sequential Combined Approach
WE INVITE YOU TO VISIT US AT BOOTH #609
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On November 15, 2024, ZEO filed a Current Report
on Form 8-K, pursuant to which under “Item 7.01 Regulation FD Disclosure,” we disclosed that Robin L. Smith, M.D.,
MBA, a co-founder of our affiliate, Exotropin, LLC (“Exotropin”), was conducting a presentation at the Medical Aesthetics
Professionals (“MAP”) meeting being held in Scottsdale, Arizona and pursuant to Item 7.01, furnished, but did
not file, a copy of the PowerPoint slides (the “PowerPoint Presentation”) pertaining to ZEO HAIR GROW™ Powered
By Exotropin™, our new product developed in collaboration with Exotropin, which was introduced at the MAP meeting. It has subsequently
come to the Company’s attention that one of the slides in the furnished PowerPoint Presentation contained graphical errors.
Accordingly, we are filing this Report to amend the previously filed Form 8-K, to furnish (but not file) a corrected copy of the PowerPoint
Presentation.
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ZEO Scientifix (QB) (USOTC:ZEOX)
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