The Company is authorized to issue 10,000,000 shares of Preferred Stock, $0.0001 par value. As of April 30, 2026, the rights, preferences, privileges and restrictions of Preferred Stock have not been determined. The Board is authorized to create a new series of preferred shares and determine the number of shares, as well as the rights, preferences, privileges and restrictions granted to or imposed upon any series of preferred shares. 

Series B Convertible Preferred Stock

On January 31, 2024, the Company and Ault Lending entered into a securities purchase agreement (the “AL SPA”) for the purchase of up to 6,000 shares of Series B Convertible Preferred Stock and warrants to purchase shares up to 66,667 shares of Common Stock. The AL SPA provided that Ault Lending could have purchased up to $6 million of Series B Convertible Preferred Stock in one or more closings. Ault Lending had the right to purchase up to $2 million of Series B Convertible Preferred Stock, on or before March 31, 2024, and the right to purchase up to $4 million of Series B Convertible Preferred Stock after March 31, 2024, but on or before March 31, 2025 (the “Termination Date”). The final closing did not occur prior to the Termination Date and the AL SPA automatically terminated.

During the year ended April 30, 2024, the Company sold 2,100 shares of Series B Convertible Preferred Stock and warrants to purchase 23,334 shares of Common Stock with an exercise price of $108.00, for a total purchase price of $2.1 million. The purchase price was paid by the cancellation of $1.15 million of cash advances made by Ault Lending to the Company between November 9, 2023 and January 31, 2024, and $850,000 in cash.

The Series B Convertible Preferred Stock has a stated value of $1,000 per share (“Stated Value”) and does not accrue dividends. Each share of Series B Convertible Preferred Stock is convertible into a number of shares of Common Stock determined by dividing the Stated Value by $90.00 (the “Conversion Price”). The Conversion Price is subject to adjustment in the event of an issuance of Common Stock at a price per share lower than the Conversion Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events. The holders of the Series B Convertible Preferred Stock are entitled to vote with the Common Stock as a single class on an as-converted basis, subject to applicable law provisions of the Delaware General Company Law and Nasdaq, provided however, that for purposes of complying with Nasdaq regulations, the conversion price, for purposes of determining the number of votes the holder of Series B Convertible Preferred Stock is entitled to cast, shall not be lower than $78.57 (the “Voting Floor Price”), which represents the closing sale price of the Common Stock on the trading day immediately prior to the Execution Date. The Voting Floor Price shall be adjusted for stock dividends, stock splits, stock combinations and other similar transactions. Upon a liquidation event the holders of Series B Convertible Preferred Stock receive a liquidation preference ahead of common stockholders.

The warrants have an exercise price of $108.00 (the “Exercise Price”) and became exercisable on the first business day after the six-month anniversary of issuance (the “Initial Exercise Date”) and have a five-year term, expiring on the fifth anniversary of the Initial Exercise Date. The Exercise Price is subject to adjustment in the event of an issuance of Common Stock at a price per share lower than the Exercise Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events.

During the year ended April 30, 2026, Ault Lending converted 2,100 shares of Series B Convertible Preferred Stock into 905,172 shares of Common Stock.

On October 14, 2025, the Company filed a Certificate of Elimination to eliminate the Company’s Series B Convertible Preferred Stock. The shares that were designated as Series B Convertible Preferred Stock were returned to the status of authorized but unissued.

Series C Preferred Financing

On February 28, 2025, the Company and Orchid Finance, LLC (“Orchid”) entered into a Securities and Purchase and Exchange Agreement (the “Orchid SPEA”) for the purchase of up to 500 shares of Series C Convertible Preferred Stock in several tranche closings and warrants to purchase shares up to 111,111 shares of Common Stock with an exercise price of $8.29 (the “Series C Exercise Price”) and are exercisable upon issuance and have a five-year term, expiring on the fifth anniversary of issuance. The Series C Exercise Price is subject to adjustment in the event of an issuance of Common Stock at a price per share lower than the Series C Exercise Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events. In addition, 97.7511 shares of Series A Convertible Preferred Stock were exchanged for 97.7511 shares of Series C Convertible Preferred Stock. The fair market value of the warrants on the date of issuance was $577,073.

On April 28, 2025, the Company sold 75 shares of Series C Convertible Preferred Stock for a total purchase price of $750,000. On May 29, 2025, the Company sold 225 shares of Series C Convertible Preferred Stock for a total purchase price of $2.2 million.

On June 3, 2025, the Company sold 75 shares of Series C Convertible Preferred Stock for a total purchase price of $750,000.

On June 12, 2025, the Company sold 105 shares of Series C Convertible Preferred Stock for a total purchase price of $1.0 million.

On June 13, 2025, the Company sold 20 shares of Series C Convertible Preferred Stock for a total purchase price of $213,000.

Effective June 13, 2025, the Orchid SPEA was terminated as all the shares of Series C Convertible Preferred Stock were sold.

The Series C Convertible Preferred Stock has a stated value of $10,000 per share (“Series C Stated Value”) and accrued dividends at the rate of 15% per annum, payable quarterly in arrears in cash or paid-in-kind shares, in Orchid’s sole discretion. Each share of Series C Convertible Preferred Stock is convertible into a number of shares of Common Stock determined by dividing the Series C Stated Value by (y) the greater of (i) $0.90 per share (“Series C Floor Price”) and (ii) the lesser of (A) $135.00 and (B) 80% of the lowest closing price of our Common Stock during the three trading days immediately prior to the date of conversion into conversion shares (the “Series C Conversion Price”). The Series C Conversion Price was subject to adjustment in the event of an issuance of Common Stock at a price per share lower than the Series C Conversion Price then in effect, as well as upon customary stock splits, stock dividends, combinations or similar events. The holders of the Series C Convertible Preferred Stock were entitled to vote with the Common Stock as a single class on an as-converted basis, subject to applicable law provisions of the Delaware General Corporation Law and Nasdaq, provided however, that for purposes of complying with Nasdaq regulations, the conversion price, for purposes of determining the number of votes the holder of Series C Convertible Preferred Stock is entitled to cast, shall not be lower than $7.5375 (the “Series C Voting Floor Price”), which represents the closing sale price of the Common Stock on the trading day immediately prior to the date of execution of the Orchid SPEA. The Series C Voting Floor Price shall be adjusted for stock dividends, stock splits, stock combinations and other similar transactions.

During the year ended April 30, 2025, Orchid converted 23.9712 shares of Series C Convertible Preferred Stock into 44,444 shares of Common Stock. During the year ended April 30, 2026, Orchid converted 575.7176 shares of Series C Convertible Preferred Stock into 2,120,836 shares of Common Stock.

On October 14, 2025, the Company filed a Certificate of Elimination to eliminate the Company’s Series C Convertible Preferred Stock. The shares that were designated as Series C Convertible Preferred Stock were returned to the status of authorized but unissued.

Common Stock

At-the-Market Offerings

October 2024 ATM

On October 3, 2024, the Company entered into an At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC (“Ascendiant”) as sales agent to sell shares of its Common Stock, having an aggregate offering price of up to approximately $6.5 million (the “2024 Shares”) from time to time, through an “at the market offering” (the “2024 ATM”) as defined in Rule 415 under the Securities Act. On October 3, 2024, the Company filed a prospectus supplement with the SEC relating to the offer and sale of the 2024 Shares in the 2024 ATM.

The offer and sale of the 2024 Shares was made pursuant to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-273610) filed with the SEC on August 2, 2023 and declared effective by the SEC on August 10, 2023.

During the year ended April 30, 2025, the Company sold an aggregate of 235,904 shares of Common Stock pursuant to the 2024 ATM for proceeds of $2.7 million.

On April 7, 2025, the Company terminated its 2024 ATM.

March 2026 ATM

On March 6, 2026, the Company entered into an At-the-Market Issuance Sales Agreement with Ascendiant as sales agent to sell shares of its Common Stock, having an aggregate offering price of up to approximately $3.0 million (the “2026 Shares”) from time to time, through an “at the market offering” (the “2026 ATM”) as defined in Rule 415 under the Securities Act. On March 6, 2026, the Company filed a prospectus supplement with the SEC relating to the offer and sale of the 2026 Shares in the 2026 ATM.

The offer and sale of the 2026 Shares was made pursuant to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying base prospectus contained therein (Registration Statement No. 333-273610) filed with the SEC on August 2, 2023 and declared effective by the SEC on August 10, 2023.

During the year ended April 30, 2026, the Company sold an aggregate of 451,298 shares of Common Stock pursuant to the 2026 ATM for proceeds of $795,000.