EQUITY |
6 Months Ended |
|---|---|
Apr. 30, 2026 | |
| Equity [Abstract] | |
| EQUITY | NOTE 13: EQUITY
Common Stock
During the three months ending April 30, 2026, the Company issued the following common stock for services: shares to consultants for services performed in lieu of cash totaling $33,540; shares to its CFO as compensation totaling $31,892; and the Company issued shares to Board members as compensation totaling $209,500.
During the three months ending January 31, 2026, the Company issued shares to its CEO as compensation totaling $1,500,000 and shares to a consultants in lieu of cash totaling $631,600.
On March 12, 2026, a convertible note holder received 263,198 shares of common stock in exchange for a cashless exercise of 300,000 warrants.
Series A Preferred Stock
On April 17, 2026, the Company designated shares of Series A Convertible Preferred Stock ("Series A Preferred Stock"), par value $ per share, pursuant to a Certificate of Designation filed with the State of Florida. Each share of Series A Preferred Stock has a stated value of $ per share.
The Series A Preferred Stock ranks senior to the Company’s common stock with respect to dividend rights and distributions upon liquidation, dissolution, or winding up of the Company. Holders are entitled to cumulative dividends at an annual rate of 10% of the stated value, payable upon redemption, liquidation, or conversion. Upon the occurrence of certain events of default, the dividend rate increases to 22%.
In the event of liquidation, dissolution, winding up, or a deemed liquidation event, holders of Series A Preferred Stock are entitled to receive, prior to any distribution to holders of common stock, an amount equal to the stated value of the shares plus accrued and unpaid dividends and any applicable adjustment amounts as defined in the Certificate of Designation.
The Company may redeem the Series A Preferred Stock during specified redemption periods at amounts ranging from 110% to 123% of the stated value, subject to the terms of the Certificate of Designation. In addition, beginning twelve months after issuance, or upon certain events of default, the Company may be required to redeem the outstanding shares for cash.
Beginning 180 days after issuance, holders may convert the Series A Preferred Stock into shares of the Company’s common stock. The conversion price is variable and is generally equal to 65% of the lowest trading price of the Company’s common stock during the ten trading days preceding the conversion date, subject to adjustment provisions contained in the Certificate of Designation.
On February 6, 2026, the Company sold shares of Series A Convertible Preferred Stock for $15,000. The shares were simultaneously converted into shares of common stock. As of April 30, 2026, there are shares of Series A Convertible Preferred Stock outstanding.
Series D Preferred Stock
On April 30, 2026, the Company issued shares of Convertible Preferred Stock to an investor for aggregate cash proceeds of $100,000, or $ per share. The shares were issued pursuant to a Securities Purchase Agreement dated April 30, 2026.
The Convertible Preferred Stock carries a cumulative annual dividend equal to 10% of the face value of the preferred shares held by the investor. Dividends accrue annually and are payable in accordance with the terms of the agreement.
The Company evaluated the terms of the Convertible Preferred Stock under ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging. Based on management’s analysis, the Convertible Preferred Stock was classified as permanent equity as of April 30, 2026.
As of April 30, 2026, shares of Convertible Preferred Stock were issued and outstanding with an aggregate carrying value of $100,000 and an aggregate stated value of $100,000.
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