v3.26.1
SHAREHOLDERS’ EQUITY
9 Months Ended
May 31, 2026
Equity [Abstract]  
SHAREHOLDERS’ EQUITY

NOTE 6 – SHAREHOLDERS’ EQUITY

 

The Company’s authorized capital stock consists of 100,000,000 shares of common stock, with a par value of $0.01 per share, and 10,000,000 preferred shares with a par value of $0.001 per share.

 

All shares of common stock have equal voting rights and, when validly issued and outstanding, are entitled to one non-cumulative vote per share in all matters to be voted upon by shareholders. Shares of common stock have no pre-emptive, subscription, conversion or redemption rights and may be issued only as fully paid and non- assessable shares. Holders of common stock are entitled to equal ratable rights to dividends and distributions with respect to the common stock, as may be declared by the Company’s Board of Directors (the “Board”) out of funds legally available. In the event of a liquidation, dissolution or winding up of the affairs of the Company, the holders of common stock are entitled to share ratably in all assets remaining available for distribution to them after payment or provision for all liabilities and any preferential liquidation rights of any preferred stock then outstanding.

 

In February 2025, pursuant to the closing of $1,098,000 of debt financing in accordance with loan agreements, the Company issued unsecured promissory notes in the principal amount of $1,098,000 (which notes were converted in full into 3,660,000 shares of common stock in August 2025) and, as additional consideration for effecting the loans, the Company issued five-year warrants to purchase an aggregate of up to 10,980,000 shares of common stock. During the nine months ended May 31, 2026, (i) holders exercised warrants to purchase 2,100,000 shares of the Company’s common stock at an exercise price of $0.30 per share (resulting in the Company receiving aggregate cash consideration of $630,000) and (ii)  holders of warrants to purchase 8,880,000 shares of common stock exercised these warrants on a cashless, net issuance exercise basis and were issued 6,187,472 shares of common stock. As of May 31, 2026, no warrants issued in connection with the February 2025 transaction remain outstanding.

 

Because the warrants were previously classified within shareholders’ equity, the exercises (both on a cash and cashless basis) did not result in the recognition of any gain or loss in the Company’s consolidated statements of operations. The exercises were recorded as increases to common stock and additional paid-in capital.

 

On October 15, 2025, the Company issued an aggregate of 123,132 shares of common stock related to director fees earned and expensed during the year ended August 31, 2025.

 

During the quarter ended November 30, 2025, a total of 500,000 common stock options were exercised on a cashless basis into 257,407 shares of common stock. The common stock options had exercise prices of $1.31.

 

During the quarter ended November 30, 2025, the Company recognized stock compensation and a corresponding charge to additional paid-in capital in the amount of $87,000 for director’s fees earned during the quarter. The Company issued the related 111,729 shares of common stock in January 2026.

 

In February, 2026, the Company entered into an option redemption-exchange agreement with a consultant whereby the consultant’s options to purchase 340,000 shares of Company common stock at an exercise price of $1.97 per share, issued by the Company to a consultant in accordance with a consulting agreement dated August 31, 2013, as subsequently amended, were redeemed in full by the Company in exchange for the issuance by the Company of 45,250 shares of Company common stock.

 

During the quarter ended February 28, 2026, the Company recognized stock compensation and a corresponding charge to additional paid-in capital in the amount of $81,399 for director’s fees earned during the quarter. The Company issued the related 123,581 shares of common stock in March 2026.