NOTE 8 - ACCRUED EXPENSES

Accrued expenses consist of the following:

Creditor Payable

In the Cornerstone Acquisition, Rafael assumed a forbearance agreement, signed by Cornerstone on June 2, 2023, with a major creditor (the “Creditor”) of Cornerstone to which Cornerstone owed approximately $10.5 million arising from unpaid amounts in connection with work performed and costs incurred by the Creditor under previous work orders. The outstanding balance does not bear interest. As part of Cornerstone’s plan to seek new capitalization, it paid $2.0 million following the execution of a change order on July 21, 2023. Cornerstone also agreed to an additional payment of $2.0 million upon the issuance of an FDA authorization to market any product of Cornerstone (the “FDA Approval Payment”). In the event Cornerstone completes a capital transaction which results in an aggregate of $100 million in additional capital received after January 1, 2023, Cornerstone agrees to pay an additional $4.0 million to the Creditor within 15 days of such capital transaction (the “Capital Raise Payment”). In exchange for Cornerstone’s agreement to make timely payments of the above-mentioned sums due as per the forbearance agreement, and after the payment of the FDA Approval Payment and the Capital Raise Payment, the Creditor will waive approximately $2.5 million of outstanding debt representing all remaining amounts due to the Creditor.

Following the payment of the initial $2.0 million, and pursuant to the terms of the agreement, the Creditor agreed to forbear from exercising any of its rights, remedies or claims in respect to the outstanding balance. The forbearance shall not be deemed to have otherwise waived, released, or adversely affected any of the Creditor’s rights, remedies or claims in respect to the outstanding balance.

As part of the Cornerstone Acquisition, the creditor payable was recognized by the Company as an assumed liability and measured at its fair value of $2.7 million as of the date of the Cornerstone Acquisition. The Company accreted the fair value of the creditor payable to the amount payable of $8.5 million owed to the Creditor as interest expense in the consolidated statements of operations and comprehensive loss over the estimated term of the forbearance agreement through July 31, 2033. The Company recorded $— and $311 thousand of accretion in relation to the creditor payable recorded to interest expense in the consolidated statements of operations and comprehensive loss for the three and nine months ended April 30, 2026. The Company recorded $156 thousand and $462 thousand of accretion in relation to the creditor payable recorded to interest expense in the consolidated statements of operations and comprehensive loss for the three and nine months ended April 30, 2025, respectively.

On January 30, 2026, the Company entered into a debt settlement agreement with the Creditor to settle the outstanding creditor payable totaling $8.5 million. Under the terms of the agreement, the Creditor agreed to cancel the full amount of the liability in exchange for (i) an upfront cash payment of approximately $0.4 million, payable within 15 days of the effective date, and (ii) subsequent contingent payments equal to the Creditor’s pro-rata share, as defined in the settlement agreement, from proceeds of assets of any kind, revenues, royalties, rents, sales, sale of assets or debt or equity securities, or other value or payment of any kind from any source derived from Cornerstone. The Company remitted the settlement payment in February 2026. The carrying value of the creditor payable at the time of the settlement was $3.9 million. The Company recognized a gain of $3.5 million during the three and nine months ended April 30, 2026, which is included in gain on settlement of accounts payable and convertible notes payable on the consolidated statements of operations and comprehensive loss.