Stockholders’ Equity |
9 Months Ended |
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Jan. 31, 2026 | |
| Equity [Abstract] | |
| Stockholders’ Equity | Note 8 – Stockholders’ Equity
On March 25, 2025, the Company filed articles of amendment (the “Articles of Amendment”) to our Articles of Incorporation, as amended, with the Utah Department of Commerce, Division of Corporations and Commercial Code to authorize shares of “blank check” preferred stock. Following the filing of the Articles of Amendment, the Company has the authority to issue shares of capital stock, such total shares consisting of (i) shares of common stock and (ii) shares of preferred stock. There were and shares of the Company’s common stock outstanding as of January 31, 2026 and April 30, 2025, respectively. preferred shares have been issued.
On May 24, 2024, the Company entered into inducement offer letter agreements with certain investors that held certain outstanding Series A-2 warrants to purchase up to an aggregate of 204,572 shares of our common stock with an exercise price of $17.50 per share, originally issued in December 2023 at a reduced exercise price of $10.85 per share (which reduced exercise price was granted to all holders on Series A-2 warrants by the board on May 24, 2024) in partial consideration for the Company’s agreement to issue in a private placement (i) new Series A-3 common stock purchase warrants to purchase up to 253,947 shares of our common stock at an exercise price of $8.74 per share and (ii) new Series A-4 common stock purchase warrants to purchase up to 253,947 shares of our common stock at an exercise price of $8.74 per share for aggregate gross proceeds of approximately $2.2 million from the exercise of the existing warrants, before deducting placement agent fees and other expenses payable by the Company. The Series A-3 Warrants and Series A-4 Warrants are exercisable beginning on the effective dates of stockholder approval of the issuance with such warrants expiring on (i) the five year anniversary of the initial exercise date for the Series A-3 Warrants and (ii) the eighteen month anniversary of the initial exercise date for the Series A-4 Warrants. This transaction closed on May 29, 2024. Wainwright was the exclusive agent for the transaction for which we paid them a cash fee equal to 7.5% from the exercise of the Series A-2 warrant at the reduced exercise price and a management fee equal to 1.0% of such aggregate gross proceeds. The Company also issued warrants to designees of Wainwright to purchase up to 19,048 shares of our common stock at an exercise price of $10.93 per share.
On August 23, 2024, we entered into an At The Market Offering Agreement (the “ATM Agreement”) with Wainwright to sell shares of our common stock, par value $ per share, (the “Shares”) having an aggregate sales price of up to $2,100,000, from time to time, through an “at the market offering” program under which Wainwright acted as sales agent. The sales of the Shares made under the ATM Agreement were made by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended. We paid Wainwright a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares. From August 23, 2024 through October 29, 2024, the Company sold shares of its common stock through Wainwright pursuant to the ATM Agreement for gross proceeds of $2,099,667 for which it paid Wainwright approximately $70,667 in commissions and other issuance costs of $50,000, resulting in net proceeds to the Company of approximately $1,979,000. No additional Shares will be sold under this ATM Agreement.
On January 9, 2025, the Company entered into inducement offer letter agreements with certain investors that held certain outstanding warrants to purchase up to an aggregate of 270,861 shares of the Company’s common stock, that were originally issued to the warrant holders in December 2023 and May 2024 (the “Existing Warrants”). The Existing Warrants had an exercise price of $10.85 per share. Pursuant to the inducement letter agreements, the warrant holders agreed to exercise for cash the Existing Warrants at a reduced exercise price of $1.80 per share in partial consideration for the Company’s agreement to issue in a private placement (x) new Series A-5 Common Stock purchase warrants (the “Series A-5 Warrants”) to purchase up to shares of our common stock and (y) new Series A-6 Common Stock Purchase Warrants (the “Series A-6 Warrants” and, together with the Series A-5 Warrants, the “New Warrants”) to purchase up to shares of common stock. The New Warrants are exercisable beginning on July 13, 2025 (the “Initial Exercise Date”), with such warrants expiring on (i) the five year anniversary of the Initial Exercise Date for the Series A-5 Warrants and (ii) the eighteen month anniversary of the Initial Exercise Date for the Series A-6 Warrants.
The closing of the transactions contemplated by the inducement letters agreements occurred on January 13, 2025. The Company received aggregate gross proceeds of approximately $487,000 from the exercise of the Existing Warrants by the warrant holders, before deducting placement agent fees and other expenses payable by the Company. The Company also issued warrants, that expire on July 15, 2030, to designees of Wainwright to purchase up to 20,315 shares of our common stock at an exercise price of $2.25 per share.
On March 5, 2025, the Company entered into inducement offer letter agreements with certain warrant holders to exercise 79,558 outstanding warrants for cash at a reduced exercise price of $1.80 per share (previously $ per share). In consideration, the Company issued Series A-7 and Series A-8 Common Stock Purchase Warrants to purchase an aggregate of 159,116 shares of common stock at an exercise price of $. The Series A-7 Warrants expire from their initial exercise date of September 5, 2025, and the Series A-8 Warrants expire from the same date.
The transaction closed on March 6, 2025, generating gross proceeds of approximately $143,000, before deducting fees and expenses.
As of April 30, 2025, the Company owed $200,000 to an investor relations consulting firm for services rendered, which was payable in shares of common stock. The liability was recorded as “shares to be issued” as of April 30, 2025. The related shares were issued on July 21, 2025.
On June 8, 2025, the Company granted stock options to each of Martin Kay, Chief Executive Officer, and Coreen Kraysler, Chief Financial Officer, under the 2023 Omnibus Equity Incentive Plan. These options have an exercise price of $ per share, vest immediately and expire four years from the grant date.
On June 10, 2025, the Company issued an aggregate of shares of its common stock at a purchase price of $ per share in a private placement to ten accredited investors, resulting in gross proceeds of $475,000.
The subscription agreements for this private placement contained a price adjustment feature which provided that if the Company issues shares of common stock below $ per share at any time prior February 19, 2026, the investors in the June 10, 2025 private placement would be entitled to receive additional shares to effectively reduce their purchase price to such lower price; provided that the effective price per share could not be adjusted below the Minimum Price, which was $ per share, as defined under Nasdaq Rule 5635(d). On September 16, 2025, the Company issued a total of shares of common stock to the investors in the June 10, 2025 private placement in consideration of the adjustment provision contained in their subscription agreements which provided that if the Company issues shares of common stock below $ per share at any time prior February 19, 2026 the investors in the June 10, 2025 private placement would be entitled to receive additional shares to effectively reduce their purchase price to $ per share.
On September 16, 2025, the Company entered into a settlement agreement with the noteholder of a $200,000 note with a 50% original issue discount issued on April 29, 2025 and a maturity date of July 31, 2025 to settle the $209,272 outstanding on the $200,000 note on such date, which amount includes accrued interest of $9,272. Under the terms of the settlement agreement the parties agreed that such $200,000 note was fully paid in complete satisfaction upon the Company paying $104,636 and issuance of $104,636 of the Company’s common stock ( shares at a price equal to $ per share (which price represents the “Minimum Price” as defined under Nasdaq Rule 5635(d)) in full satisfaction of the outstanding note.
On September 16, 2025, the Company entered into a settlement agreement with the noteholder of a $400,000 note with a 50% original issue discount issued on May 1, 2025 and a maturity date of August 1, 2025 to settle the $418,148 outstanding on the $400,000 note on such date, which amount includes accrued interest of $18,148. Under the terms of the settlement agreement the parties agreed that the such $400,000 note was fully paid in complete satisfaction upon the Company paying $209,074 and issuance of $209,074 of the Company’s common stock ( shares at a price equal to $ per share (which price represents the “Minimum Price” as defined under Nasdaq Rule 5635(d)) in full satisfaction of the outstanding note.
On December 3, 2025, the Company entered into an Asset Purchase Agreement with Rivetz Corp. pursuant to which the Company acquired substantially all intellectual property assets associated with the Rivetz Network, including software, technology, and related intellectual property rights. The purchase price consisted of the issuance of shares of the Company’s common stock and a cash payment of $100,000. The equity consideration was valued using the Company’s closing stock price of $ per share on the acquisition date. The total purchase price allocated to the acquired technology and intellectual property was $1,040,120.
On December 7, 2025, the Board appointed Kevin Kilduff, as its General Counsel. In addition, on December 7, 2025, the Company granted Mr. Kilduff shares of its common stock (“Restricted Stock”) as a Restricted Stock Award under the Company’s 2023 Omnibus Equity Incentive Plan in accordance with NASDAQ Listing Rule 5635(c)(4) to Mr. Kilduff to induce him to accept employment with the Company as its General Counsel. The shares are subject to forfeiture based on the Company achieving specified gross revenue thresholds during a one-year measurement period. If gross revenue during the measurement period is less than $900,000, none of the shares vest and all shares are forfeited. If gross revenue equals or exceeds $, all shares vest. If gross revenue is between these amounts, the shares vest on a straight-line interpolated basis.
The award contains a performance condition as defined in ASC 718. In accordance with ASC 718-10-25-20, compensation cost for an award with a performance condition is recognized only when it is probable that the performance condition will be satisfied. As of January 31, 2026, management concluded that achievement of the performance condition was not yet probable. Accordingly, no stock-based compensation expense related to this award has been recognized in the accompanying financial statements.
Although the shares were legally issued and are currently votable, because the shares are subject to forfeiture based on the achievement of a performance condition and the condition was not considered probable as of January 31, 2026, the shares are not considered outstanding for accounting purposes until the performance condition becomes probable or the shares vest. If the performance condition is achieved, compensation expense will be recognized based on the grant-date fair value of the shares over the requisite service period.
On January 2, 2026, the Company entered into an Asset Purchase Agreement with Iverson Design, LLC (“Iverson Design”) pursuant to which the Company acquired substantially all of the intellectual property and digital design assets of Iverson Design, including software, digital content, websites, domain names, and related intellectual property. The purchase price consisted of the issuance of shares of the Company’s common stock. The shares were valued using the Company’s closing stock price of $ per share on the acquisition date, resulting in a total acquisition value of $645,526.
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