| Convertible Notes Payable to Related Parties |
5.
Convertible Notes Payable to Related Parties
Schedule of Convertible Notes
| | |
Maturity | |
Interest Rate | | |
April 30, 2026 | | |
July 31, 2025 | |
| Fiscal 2023 Notes (a) | |
June 2026 | |
| 7.55 | % | |
$ | 1,015,000 | | |
$ | 1,015,000 | |
| Fiscal 2023 Notes (a) | |
June 2026 | |
| 7.55 | % | |
$ | 1,015,000 | | |
$ | 1,015,000 | |
| Fiscal 2024 Notes (b) | |
October 2026 to June 2027 | |
| 7.81 | % | |
| 1,785,000 | | |
| 1,785,000 | |
| Fiscal 2025 Notes (c) | |
September 2027 to July 2028 | |
| 6.79%- 7.88 | % | |
| 2,000,000 | | |
| 2,000,000 | |
| Fiscal 2026 Notes (d) | |
October to February 2029 | |
| 6.16%
- 6.68 | % | |
| 970,000 | | |
| — | |
| | |
| |
| | | |
| 5,770,000 | | |
| 4,800,000 | |
| Accrued interest | |
| |
| | | |
| 727,000 | | |
| 436,000 | |
| Total | |
| |
| | | |
$ | 6,497,000 | | |
$ | 5,236,000 | |
| (a) |
In
fiscal 2023, the Company entered into a Note Purchase Agreement (the “2023 Note Purchase Agreement”) with certain accredited
investors (“Lenders”) pursuant to which the Company issued the Lenders convertible promissory notes with an aggregate
principal balance of $1,015,000 (the “2023 Private Placement”). Messrs. Tom Y. Lee and Ivan Chen, each a member of the
Company’s Board invested $1,000,000 and $15,000, respectively in the 2023 Private Placement, through affiliates or directly.
As of April 30, 2026, $1,015,000 of principal was outstanding under the 2023 Private Placement, which amount is currently due. |
| |
|
| (b) |
In
fiscal 2024, the Company entered into a Note Purchase Agreement (the “2024 Note Purchase Agreement”) with certain accredited
investors (“Lenders”) pursuant to which the Company issued the Lenders convertible promissory notes with an aggregate
principal balance of $1,785,000 (the “2024 Private Placement”). Tom Y. Lee invested $1,785,000 in the 2024 Private Placement,
through affiliates or directly. As of April 30, 2026, $1,785,000 of principal was outstanding under the 2024 Private Placement, of
which $1,285,000 is currently due. |
| |
|
| (c) |
In
fiscal 2025, the Company entered into a Note Purchase Agreement (the “2025 Note Purchase Agreement”) with certain accredited
investors (“Lenders”) pursuant to which the Company issued the Lenders convertible promissory notes with an aggregate
principal balance of $2,000,000 (the “2025 Private Placement”). Tom Y. Lee invested $2,000,000 in the 2025 Private Placement,
through affiliates or directly. As of April 30, 2026, $2,000,000 of principal was outstanding under the 2025 Private Placement. |
| |
|
| (d) |
During
the period ended April 30, 2026, the Company entered into a Note Purchase Agreement (the “2026 Note Purchase Agreement”)
with certain accredited investors (“Lenders”) pursuant to which the Company issued the Lenders convertible promissory
notes (the “Notes”, collectively with the 2026 Note Purchase Agreement, the “Note Documents”) with an aggregate
principal balance of $970,000 (the “2026 Private Placement”).The Note Documents provide for subsequent closings for an
aggregate offering size of $2.0 million in principal balance. Tom Y. Lee, invested $970,000 in the 2026 Private Placement, through
affiliates or directly. The disinterested members of the Board approved the 2026 Private Placement. As of April 30, 2026, $970,000
of principal was outstanding under the 2026 Private Placement. |
The
Notes are unsecured, and provide that the interest rate to the Lenders shall accrue at rates between 6.16% - 7.88% compounded annually.
The Maturity Date (as defined in the Notes) of the Notes is the third-year anniversary of the date of issuance, or such earlier date
as the Notes provide.
Conversion.
All or any portion of the principal amount of the Notes, plus accrued and unpaid interest, is convertible at any time, in whole or
in part, at a Lender’s or the Company’s option, into shares of the Company’s common stock at a conversion price equal
to the 30-day volume-weighted average price of the Company’s common stock as reported on the market or exchange on which the Company’s
common stock is listed or quoted for trading (the “VWAP”) on the date of conversion on the last trading day prior to the
date of conversion, provided that such conversion price is:
| |
● |
at
least $0.15 per share and less than or equal to $0.23 per share for the fiscal 2023 Notes and the $785,000 October 2023 Note |
| |
● |
at
least $0.13 per share and less than or equal to $0.21 per share for the $500,000 March 2024 Note |
| |
● |
at
least $0.115 per share and less than or equal to $0.195 per share for the $500,000 June 2024 Note |
| |
● |
at
least $0.095 per share and less than or equal to $0.175 per share for the $1,750,000 September 2024 to April 2025 Notes |
| |
● |
at
least $0.10 per share and less than or equal to $0.18 per share for the $250,000 July 2025 Notes and $350,000 for the October 2025
Note |
| |
● |
at
least $0.08 per share and less than or equal to $0.16 per share for the $70,000 December 2025 Note |
| |
● |
at
least $0.07 per share and less than or equal to $0.15 per share for the $300,000 December 2025 Note |
| |
● |
at
least $0.08 per share and less than or equal to $0.16 per share for the $250,000 February 2026 Note |
Additionally,
at any time following the first year anniversary of the Notes, the holders of a majority of the outstanding principal balance under the
Notes may elect specified in writing to convert all of the Notes at a conversion price equal to the VWAP, provided that the conversion
price is equal to at least $0.08, $0.07, $0.08, $0.10, $0.095, $0.115, $0.13 and $0.15 per share, as discussed above, subject to certain
customary adjustments.
As
of April 30, 2026, none of the Notes have been repaid in cash or converted into Common Stock.
Other
terms of the Note Agreements.
Further,
on all the notes discussed above, in the event of certain corporate transactions, all outstanding principal and unpaid accrued interest
due on such Notes shall be automatically converted into conversion shares on the trading day immediately prior to the closing date of
such corporate transaction. The number of shares to be issued upon such conversion shall be based on the VWAP on the last trading day
prior to the public announcement of the execution of the definitive documents with respect to such transaction.
Events
of Default. The Notes Documents provide for certain events of default that are typical for a transaction of this type, including,
among other things, default in the payment of principal or interest for more than 30 days, the Company’s making an assignment for
the benefit of creditors, within 15 days after the commencement of bankruptcy proceedings against the Company, or breach of certain covenants
described below.
Covenants.
The Company will be subject to certain customary covenants regarding the current public information, reservation of adequate share reserve,
and maintenance of intellectual property rights, among other customary matters. As of April 30, 2026, the Company was in compliance
of all covenants.
During
the nine months ended April 30, 2026 and 2025, the Company recognized $291,000 and $200,000 of interest expense related to the 2026,
2025, 2024 and 2023 Notes, respectively. As of April 30, 2026, interest of $727,000 was added to the principal resulting in a balance
owed of $6,497,000. In addition, as of April 30, 2026, the Notes and accrued interest were convertible into 57,763,172 shares of common
stock.
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