v3.25.2
NOTES PAYABLE
 9 Months Ended
Jul. 31, 2025
Debt Disclosure [Abstract]  
NOTES PAYABLE

NOTE 10 – NOTES PAYABLE

 

               
    July 31,
2025		     October 31,
2024		  
Convertible Promissory Notes   $ 725,000     $ 725,000  
Unamortized discount     (27,000 )     (45,000 )
Total Notes Payable   $ 698,000     $ 680,000  

 

Convertible Promissory Notes

 

The Convertible Promissory Notes are due September 30, 2026. Interest on the Convertible Promissory Notes is 8% payable annually and together with the principal amount on the maturity date.

 

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) trading days ending on the date the Company gives the holders of the Convertible Promissory Notes notice of prepayment.

 

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 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 per Share. As of July 31, 2025, the notes are convertible into a maximum of 120,834 shares.

 

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. The discount is being amortized over the term of Convertible Promissory Notes. For the three months ended July 31, 2025 and 2024, $6,000 and $6,000, respectively, of the discounts recorded in connection with the issuance of the Convertible Promissory Notes have been amortized. For the nine months ended July 31, 2025 and 2024, $18,000 and $18,000, respectively, of the discounts recorded in connection with the issuance of the Convertible Promissory Notes have been amortized.

 

At July 31, 2025, the unamortized debt discount recorded in connection with the issuance of the Convertible Promissory Notes was $27,000.