v3.26.1
Stockholders’ Equity
 12 Months Ended
Jan. 31, 2026
Equity [Abstract]  
Stockholders’ Equity Stockholders’ Equity
Preferred Stock and Series A Preferred Stock
The Company is authorized to issue 20 million shares of preferred stock, $0.00001 par value per share. The Company has designated 120 thousand shares of preferred stock as Series A Convertible Preferred stock. As of January 31, 2026 and 2025, no shares of Series A Convertible Preferred Stock were outstanding.
Series B Preferred
The Company has designated 200 thousand shares of preferred stock, $0.00001 par value per share, as Series B Preferred Stock. The holders of the Series B Preferred Stock shall be entitled to receive, upon liquidation, dissolution or winding up of the Company, the amount of cash, securities or other property to which such holder would be entitled to receive with respect to such shares of Series B Preferred Stock if such shares had been converted to common stock immediately prior to such liquidation.
Holders of the Series B Preferred Stock were entitled to receive cumulative cash dividends at an annual rate of eight percent (8%). Holders of the Series B Preferred Stock shall have no voting rights. Each share of Series B Preferred stock shall be convertible, at the option of the holder, into shares of common stock at a rate of one share of Series B Preferred Stock into 15 shares of common stock.
On June 22, 2023, all the holders of the Series B Preferred Stock converted the shares of Series B Preferred Stock into 819 thousand shares of common stock of the Company.
As of both January 31, 2026 and 2025, 0 shares of Series B Preferred Stock were outstanding.
During the fiscal years ended January 31, 2026 and 2025, the Company paid no dividends on Series B Preferred Stock. During the year ended January 31, 2024, the Company paid dividends of approximately $34 thousand, on Series B Preferred Stock.
Restricted Stock Units
The fair value of Restricted Stock Units ("RSUs") is determined based on the closing price of the Company's common stock on the grant date. RSUs generally vest on a graded basis over three to four years of service.
A summary of the status of the Company's RSUs is presented below.
Restricted
Stock Units		Weighted Average
Grant Date Fair Value
Non-vested Restricted Stock Units – February 1, 2025367,557$2.85 
Granted260,178$7.67 
Vested(177,301)$2.95 
Forfeited(12,386)$6.86 
Non-vested Restricted Stock Units – January 31, 2026438,048$5.56 
As of January 31, 2026, there was approximately $1,439 thousand of total unrecognized compensation expense related to RSUs, which is expected to be recognized over a weighted-average period of 0.88 years. During the fiscal years ended January 31, 2026, 2025, and 2024 the Company recognized stock-based compensation related to RSUs of an aggregate of approximately $771 thousand, $595 thousand, and $279 thousand, respectively, which was recorded to selling, general and administrative expenses or cost of goods sold, depending on the nature of the employee, on the Consolidated Statements of Operations. Of the total 260,178 RSUs issued during the year ended January 31, 2026, 18,000 were issued to members of our Board of Directors, and 242,178 were issued to employees of the Company.
Stock Options
The following is a summary of the Company’s stock option activity:
 OptionsWeighted Average
Exercise Price		Weighted
Average
Remaining
Contractual Life
(in years)		Aggregate Intrinsic Value
(in thousands)
Outstanding – February 1, 2025103,806$3.76 8.22$409 
Granted— — 
Exercised(32,500)1.48 
Expired/forfeited0— 
Outstanding – January 31, 202671,306$4.79 7.61$735 
Exercisable – January 31, 202638,806$7.57 8.65292
During the year ended January 31, 2026, 32,500 options at a weighted average exercise price of $1.48 per share were exchanged for approximately 32,500 shares of common stock. The Company received approximately $48 thousand of proceeds associated with these exercises.
For the fiscal years ended January 31, 2026 and 2025, the Company recognized stock-based compensation related to stock options of an aggregate of approximately $81 thousand and $45 thousand, respectively, which is included in selling, general and administrative expenses on the accompanying Consolidated Statements of Operations. As of January 31, 2026, there was unrecognized stock-based compensation related to stock options of approximately $110 thousand.
Performance stock awards
The following is a summary of the Company's Performance Stock Unit ("PSU") activity:
 
PSU(a)
Weighted Average
Grant date fair value		Weighted
Average
Remaining
Contractual Life
(in years)
Outstanding at February 1, 20253,140,000$3.47 2.06
Granted602,740 $10.18 
Vested— $— 
Forfeited— $— 
Outstanding at January 31, 20263,742,740$4.55 2.19
(a) The outstanding PSUs for which the vesting period has not ended as of January 31, 2026, at the maximum award level.
During the year ended January 31, 2026, the Company granted to its Chief Executive Officer PSUs with a target payout of 94,200 shares of common stock. The PSU award is eligible to vest and settle into between 50% and 110% of the target shares based on the Company's actual performance against threshold, target, and maximum adjusted earnings before interest, taxes, depreciation, and amortization. The PSUs were valued at approximately $600 thousand. During the year ended January 31, 2026, the Company also made grants of PSUs with a range of 0 to 500,000 shares, which will vest on January 31, 2029, dependent on various revenue targets. No outstanding PSUs vested in the year ended January 31, 2026. For the fiscal years ended January 31, 2026 and 2025, the Company recognized stock-based compensation related to PSUs
of an aggregate of approximately $1.1 million and $438 thousand, respectively, which is included in selling, general and administrative expenses on the accompanying Consolidated Statements of Operations.
Equity Issuances
On September 2, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with the purchasers named therein (the “Purchasers”) for the private placement (the “Private Placement”) of approximately 2.7 million shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), at a purchase price of $7.50 per share. The Private Placement resulted in net proceeds of approximately $18.9 million to the Company. The proceeds from the Private Placement were used to pay for expenses related to the acquisition of the Crown 1 Business and repayments of approximately $1.6 million and $13.1 million of the T&L Note and Crown Note, respectively.

During the year ended January 31, 2026, the Company issued approximately 184 thousand shares of common stock of the Company, valued at approximately $1.5 million, in fulfillment of the final payment obligation on the promissory note for the CIF Acquisition.
On May 15, 2024, the Company entered into a Settlement Agreement with directors Alfred D’Agostino, Steven Burns, Dean Janeway and Thomas Toto (each, a “Director”), relating to certain options purported to have been granted by the Company in 2018 and 2019 (the "Purported Options") under prior management that exceeded the availability under the Company’s equity plan at the time of the purported grants.
In exchange for a release of any and all claims or rights related to the Purported Options, the Company agreed to issue each Director a payment of approximately $113 thousand and approximately 17 thousand shares of common stock. In connection with the Settlement Agreement and the issuance of the shares, the Company incurred a one-time charge of approximately $900 thousand within selling, general and administrative expense.