v3.25.2
Common Stock
 12 Months Ended
May 31, 2025
Common Stock [Abstract]  
Common Stock

NOTE 12. Common Stock

 

The Company’s common stock and warrants trade on the NASDAQ stock exchange under the symbol “HOVR” and “HOVRW”, respectively. Pursuant to the terms of the Company’s Articles and Notice of Articles, the Company is authorized to issue the following shares and classes of capital stock, each with no par value: (i) an unlimited number of Class A ordinary shares; and (ii) an unlimited number of Class B ordinary shares. The holder of each ordinary share is entitled to one vote.

 

On August 21, 2024, the Company completed a registered securities offering (“RSO”) by issuing 2,800,000 Class A ordinary shares, 3,000,000 Pre-Funded Warrants (“PFW’s”), and 5,800,000 warrants. The proceeds received by the Company are summarized below:

 

Gross Proceeds - Class A Shares  $1,906 
Gross Proceeds - PFW’s   2,041 
Gross Proceeds - Warrant Exercises   2,787 
Direct costs   (510)
Net Proceeds  $6,224 

 

PFW’s may be exercised by warrant holders at any time at a nominal exercise price as they were funded in connection with the RSO. Upon exercise, each PFW may be exchanged for one Class A ordinary share. All 3 million PFW’s were exercised during the year-ended May 31, 2025.

 

Warrant holders exercised 2,590,000 warrants in exchange for 2,590,000 Class A ordinary shares for proceeds of $2,787 during the year-ended May 31, 2025.

 

As of May 31, 2025, there were warrants outstanding of 12,065,375 at an exercise price of $11.50 USD and 3,210,000 at an exercise price of $0.75 USD to purchase an equivalent number of Class A ordinary shares.

 

A summary of warrant activity for the Company is as follows:

 

   Number of
Warrants		   Weighted
Average
Exercise
Price
(USD)		   Weighted
Average
Remaining
Contractual Life
(years)		   Aggregate
Intrinsic
Value
(USD)		 
Outstanding warrants May 31, 2024   12,065,375   $11.50    4.0   $
-
 
Issued August 21, 2024   8,800,000   $0.49    4.3    - 
Exercised   (5,590,000)  $0.35    4.7    - 
Outstanding warrants May 31, 2025   15,275,375   $9.24    3.7   $995 

 

Company has retroactively adjusted the number of shares issued and outstanding prior to January 12, 2024, to give effect to the Exchange Ratio.

 

On December 18, 2024, the Company entered into subscription agreements with a third-party investor pursuant to which the Company issued an aggregate of 4,166,667 Class A ordinary shares of the Company at a price of USD $0.36 per share, and an aggregate of 4,500 Series A preferred shares of the Company at a price of USD $1,000 per share. The financing closed on December 19, 2024.

 

The Series A Preferred Shares are convertible, at the option of the holder and without additional consideration, into Class A ordinary Shares on a one for 2222.222222 basis. The proceeds received by the Company are summarized below:

 

Gross Proceeds - Class A Shares  $2,100 
Gross Proceeds - Preferred Shares   6,300 
Direct costs   (41)
Net Proceeds  $8,359 

 

In March 2025 the Company filed a shelf registration statement on Form S-3 with the SEC and a related prospectus pursuant to which it may, from time to time, sell shares of its Class A ordinary shares, having an aggregate value of up to $6.25 million USD, pursuant to a Capital on Demand™ Sales Agreement (the “Sales Agreement”) with a placement agent for the sale of its Class A ordinary shares. During the year-ended May 31, 2025, the Company sold 940,562 shares of Class A ordinary shares under the Sales Agreement for net proceeds of $880. As of May 31, 2025, the Company had $7,529 remaining eligible for sales under the Sales Agreement.

 

On June 27, 2025, we filed a prospectus supplement to increase the maximum aggregate offering price of the Class A ordinary shares issuable under the Sales Agreement to up to an additional aggregate $16.5 million USD of Class A ordinary shares. 

 

During the year-ended May 31, 2025, the Company incurred $528 in general and administrative costs relating to 689,371 of Class A ordinary shares to be issued at a future date for services rendered. This has been recorded as a component of Shareholders’ Equity.