v3.26.1
FAIR VALUE MEASUREMENT
6 Months Ended
Apr. 30, 2026
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENT

NOTE 3 – FAIR VALUE MEASUREMENT

 

ASC Topic 820, “Fair Value Measurements and Disclosures”, establishes a hierarchy for inputs used in measuring fair value for financial assets and liabilities that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

 

● Level 1: Quoted prices available in active markets for identical assets or liabilities;

 

● Level 2: Quoted prices in active markets for similar assets and liabilities that are observable for the asset or liability; and

 

● Level 3: Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash or valuation models.

 

The financial assets and liabilities are classified in the Consolidated Balance Sheets based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

 

As disclosed in Note 7, the two tranches of 2023 Series Convertible Notes Payable - Stock Settled Derivative/Warrant Liability required identification and quantification of fair value. Similarly, the tranches of 2024 Series Senior Secured Convertible Notes – Stock Settled Derivative/Warrant Liability and the tranches of 2025 Series Senior Secured Convertible Notes – Stock Settled Derivative/Warrant Liability required identification and quantification of fair value. The derivative liabilities described below only relate to (i) the warrants included with the two tranches of the 2023 Series Convertible Notes Payable – Stock Settled debt, (ii) the warrants included with 2024 Series Senior Secured Convertible Note – Stock Settled debt and (iii) the warrants included with 2025 Series Senior Secured Convertible Note – Stock Settled debt. The estimated fair values as of the issuance date of these three tranches of notes are presented in Note 7.

 

 

As of April 30, 2026 and October 31, 2025, the estimated fair values of the Company’s financial liabilities are presented in the following table:

  

   April 30, 2026 
2023 Series Convertible Notes Payable - Stock Settled - Derivative/Warrant Liability  $2,279 
2023 Series B Convertible Notes Payable – Stock Settled – Derivative/Warrant Liability   29,556 
2024 Series Senior Secured Convertible Notes Payable – Stock Settled – Derivative/Warrant Liability   12,556 
2025 Series Senior Secured Convertible Notes Payable – Stock Settled – Derivative/Warrant Liability   4,752,032 
Total  $4,796,423 

 

   October 31, 2025 
2023 Series Convertible Notes Payable - Stock Settled - Derivative/Warrant Liability  $4,122 
2023 Series B Convertible Notes Payable – Stock Settled – Derivative/Warrant Liability   53,442 
2024 Series Senior Secured Convertible Notes Payable – Stock Settled – Derivative/Warrant Liability   66,032 
2025 Series Senior Secured Convertible Notes Payable – Stock Settled – Derivative/Warrant Liability   5,448,146 
Total  $5,571,742 

 

The following table presents a roll-forward of the fair value of the derivative liabilities associated with the Company’s warrants included with its 2025 Series Senior Secured Convertible Notes, its 2024 Series Senior Secured Convertible Notes Payable and its 2023 Series Convertible Notes Payable, categorized as Level 3:

 

  

Six Months

Ended

April 30, 2026

  

Year Ended

October 31, 2025

 
Beginning Balance  $5,571,742   $280,972 
Additions   -    5,783,825 
Subtractions   (47,269)   - 
Total Unrealized Gains   (728,050)   (493,055)
Ending Balance  $4,796,423   $5,571,742 

 

During the three and six months ended April 30, 2026 and 2025, the unrealized (gain) or loss on the Derivative Warrant Liability associated with the two tranches of 2023 Series Convertible Notes Payable – Stock Settled was ($25,111) and ($25,729), and $560 and $466, respectively.

 

During the three and six months ended April 30, 2026 and 2025, the unrealized (gain) or loss on the Derivative Warrant Liability associated with the 2024 Series Senior Secured convertible notes payable – stock settled was ($1,270) and ($6,207), and ($6,421) and ($11,938), respectively. On February 24, 2025, $468,750 of these notes were converted to Series A-1 Preferred Stock. As a result, $47,269 of Derivative Warrant Liability was recognized and reclassified to Additional Paid-in Capital.

 

During the three and six months ended April 30, 2026 and 2025, the unrealized (gain) or loss on the Derivative Warrant Liability associated with the 2025 Series Senior Secured convertible notes payable – stock settled was ($413,965) and $(696,114), and $6,375 and $6,375, respectively.

 

The fair value of the warrants granted in connection with the 2023 Series Convertible Notes Payable, the 2024 Series Senior Secured Convertible Notes Payable - Stock Settled and the 2025 Series Senior Secured Convertible Notes Payable – Stock Settled during the periods presented was estimated using the Black-Scholes option-pricing model with the following assumptions at April 30, 2026 and October 31, 2025:

 

   April 30, 2026   October 31, 2025 
Risk-free interest rate   3.79%-4.02%   3.61%-4.36%
Dividend yield   0.00%   0.00%
Volatility factor   128.19%-132.3%   129.58%-136.33%
Weighted average expected life (years)   1.0 - 2.0    1.52.5 

 

Estimated Fair Value of Financial Assets and Liabilities Not Measured at Fair Value

 

The Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable, and Convertible Notes Payable. The carrying values of cash, accounts receivable and accounts payable are representative of their fair values due to their short-term maturities. The carrying amount of the Company’s Convertible Notes Payable approximates fair value as they bear interest over the term of the loans.