CONVERTIBLE NOTE RECEIVABLE, COMMON STOCK AND WARRANTS IN UNIGEN POWER, INC |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jan. 31, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Convertible Note Receivable Common Stock And Warrants In Unigen Power Inc | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| CONVERTIBLE NOTE RECEIVABLE, COMMON STOCK AND WARRANTS IN UNIGEN POWER, INC | 7. CONVERTIBLE NOTE RECEIVABLE, COMMON STOCK AND WARRANTS IN UNIGEN POWER, INC.
On December 16, 2019, the Trust entered into a Convertible Debenture Purchase Agreement with UniGen Power Inc. (“UniGen”).
The Trust purchased secured convertible debentures (“Debentures”) in the aggregate amount of $1,000,000 (the “Loan Amount”) at an annual interest rate of 6% (approximately $15,000 per quarter). The Debentures are convertible into Class A shares of UniGen Common Stock at an initial conversion rate of $1.00 per share.
UniGen issued the Trust common stock purchase warrants (the “Debenture Warrants”) to purchase up to 1,000,000 shares of Class A Common Stock. The Debenture Warrants are exercisable at an exercise price of $ per share of Class A Common Stock, with an expiration extended warrant date of June 30, 2029.
UniGen also issued the Trust additional common stock purchase warrants (“Additional Warrants”) to purchase up to 500,000 shares of UniGen Class A Common Stock. The Additional Warrants are exercisable at an exercise price of $ per share of Class A Common Stock, with an expiration extended warrant date of June 30, 2029.
The total of all stock ownership upon conversion of the note receivable is million shares and if all stock warrants are exercised, shares from conversion of the note receivable and shares from the exercise of warrants could total approximately 2 million UniGen shares, which amounts up to approximately 15-20% of fully diluted UniGen equity.
Certain stock option warrants have expired, but may be extended to secure additional funds as part of the current UniGen effort to raise additional capital, and complete the first two prototypes.
On the Trust’s balance sheet, the investment of the $1,000,000 consists of approximately $700,000 in note receivables and approximately $300,000 as the fair value of the warrant issued with the Trust’s investment in UniGen. The value of the premium related to the fair value of the warrants will accrete over the life of the debentures.
The value of the warrants issued with the note receivable was based on Black-Scholes pricing model based on the following inputs:
Debenture Warrants
Additional Warrants
If all notes are converted and all available but not outstanding warrants exercised, IHT could hold up to approximately 15-20% of UniGen fully diluted equity ownership.
During the year ended January 31, 2025, the Trust reinvested $35,000 of interest income to exercise warrants for shares of common stock in UniGen. These warrants were exercised entirely in the First Fiscal Quarter of 2025, during the three months ended April 30, 2024.
During the Second Fiscal Quarter (May 1, 2024 to July 31, 2024), three months ended July 31, 2024, as well as the Third Fiscal Quarter (August 1, 2024 to October 31, 2024), three months ended October 31, 2024, and Fourth Fiscal Quarter (November 1, 2024 to January 31, 2025), the Trust did not receive any interest income from UniGen.
The second convertible debenture has matured with principal and unpaid accrued interest due, subject to restructuring.
As of January 31, 2026, IHT held common shares of UniGen, purchased at a cost of $668,750.
During the fiscal year ended January 31, 2026, the Trust evaluated its cost-method investment in UniGen common stock for impairment under ASC 321 and concluded that indicators of impairment were present, including UniGen’s continued pre-revenue status, the slower-than-anticipated pace of engineering completion (61% complete as of the reporting date), and UniGen’s ongoing need to raise additional capital to fund commercialization of its first prototypes. Based on management’s assessment, the Trust recorded an impairment charge of $222,917 during the year ended January 31, 2026, reducing the carrying value of its shares of UniGen common stock from a cost basis of $668,750 to $445,833. The impairment charge is included in Other Income (Expense) in the Consolidated Statements of Operations.
The convertible debenture receivable was separately evaluated for impairment as of January 31, 2026 and no impairment was recorded against the note. Following the impairment of the common stock, management believes the post-impairment carrying value of $445,833 approximates fair value, recognizing that UniGen’s projects remain in the developmental R&D phase and that further changes in UniGen’s commercialization progress or capital-raising efforts could result in additional impairment in future periods.
UniGen Power Inc. (UPI), progress of the UPI efficient clean energy innovation is as follows:
1. UniGen has stated they have completed 61% of engineering, and is now focused on raising additional capital, which is an ongoing process, in which IHT may participate.
2. Due to an increasingly unreliable American power grid, increasing demand for electricity including electric vehicles, increasing demand for data center power, ballooning demand for Artificial Intelligence electricity, inflation, and supply chain pressures, the UniGen marketing team estimates product’s market has grown. The market for total electricity in the U.S. is projected to double over the next five years. The initial order for thirty units has been reaffirmed.
James Wirth (IHT President) and Marc Berg (IHT Executive Vice President) were both elected to similar UniGen Management positions, on February 20, 2026, and currently hold both of the two UniGen Board of Directors seats. This product is a potentially power industry disruptive relatively clean energy generation innovation.
The Trust has valued UniGen investment as a level 3 fair value measurement, for the following reasons: The investment does not qualify for level 1 since there are no identical actively traded instruments or level 2 identical or similar unobservable markets.
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