Note 4 – Debt

Debt consists of the following:

Loan and Security Agreement

In April 2020, the Company entered into a loan and security agreement (the “Loan and Security Agreement”) pursuant to which a secured promissory note in the original principal amount of $500,000 (the “FRV Note”) was issued to each of Front Range Ventures LLC (“FRV”) and John Q. Adams (the “JQA Note”), who were both shareholders of the Company at the time of issuance. John Q. Adams was also a director of the Company at the time of entering into the Loan and Security Agreement. Each party committed to lend a principal amount of $500,000, totaling $1,000,000, and the loan was drawn in three installments of $300,000 upon execution of the loan agreement, $350,000 on or about July 2, 2020 and $350,000 on or about September 4, 2020. The loan accrued interest at a rate of 12% per annum, compounded annually, payable at maturity. The Company is also required to pay default interest at a rate of 18% per annum, compounded annually, on any unpaid amounts after the applicable due date until the loan amounts are fully re-paid. The loan is collateralized by substantially all of the Company’s assets and intellectual property, except for the secured interest on the covered technology as discussed in Note 8.

The loan had an original maturity date of  September 30, 2021, which was amended in  September 2021 making the note repayable on demand. The loan was amended in  November 2021, extending the maturity to  September 30, 2022; further amended in  May 2022 to extend the maturity to  September 30, 2023; amended again in  January 2023 to (i) further extend the maturity date of the FRV Note to  September 30, 2024, on which date the principal amount and all accrued interest thereon would be due and payable; and (ii) amend the dates on which principal and accrued interest was due under the JQA Note, such that interest accrued would have been due and payable on  September 30, 2023, and the principal amount together with all accrued interest after  September 30, 2023 would be due and payable on  March 31, 2024.

In October 2023, the Company issued to FRV and Mr. Adams warrants (“$1M Lender Warrants”) to purchase an aggregate of 2,000 shares of Common Stock as consideration for the extension of the interest maturity date to one lender. On November 16, 2023, the Company entered into a note conversion letter agreement with John Q. Adams (the “Adams Note Conversion Letter Agreement”). Pursuant to the Adams Note Conversion Letter Agreement, in consideration for the conversion of the principal and interest in the amounts of $585,006 due under the JQA Note, on November 16, 2023, the Company: (1) issued 36,563 shares of Common Stock to Mr. Adams; and (2) entered into a Adams Warrant Amendment (as defined below) with Mr. Adams, amending the $1M Lender Warrants to reduce the exercise price of an aggregate of 1,076 $1M Lender Warrants to $16.00 per share (the “Adams Warrant Amendment”).

On  August 19, 2024, the Company and FRV entered into Amendment No. 6 to the Loan and Security Agreement to further extend the maturity date of the FRV Note to  September 30, 2025. As per the amendment, the Company paid approximately $305,000 in accrued interest to FRV in Fiscal 2025.

On  September 26, 2025, the Company and FRV entered into Amendment No. 7 of the Loan and Security Agreement and No. 3 Amended and Restated Secured Promissory Note to further extend the maturity date to  September 30, 2026 and pay the outstanding accrued interest as follows: (i) a payment of accrued interest on or before  September 30, 2025 and (ii) thereafter all accrued interest due shall be payable at maturity. The Company  may elect to repay all or any part of the FRV Note, as amended, in its sole discretion at any time prior to the extended maturity date, provided such repayment shall not be less than $50,000 and shall first be applied to accrued interest and thereafter to outstanding principal. During the year ended  April 30, 2026, the Company paid approximately $61,000 in accrued interest to FRV.

As of April 30, 2026 and April 30, 2025, accrued interest was approximately $35,000, and is included in accrued interest expense in the accompanying condensed balance sheets.

$2.5M and $3.6M Streeterville Notes

In September 2024, the Company entered into a Note Purchase Agreement with Streeterville, pursuant to which the Company issued to Streeterville the unsecured promissory note in the original principal amount of $2,510,000 (the “$2.5M Streeterville Note”). The $2.5M Streeterville Note carried an Original Issue Discount (the “OID”) of $500,000 and $10,000 was withheld from the $2.5M Streeterville Note for reimbursement of Streeterville's transaction expenses. Additionally, the Company incurred debt financing costs of $159,700. As a result, the Company received aggregate net proceeds of approximately $1.9 million in connection with the issuance of the $2.5M Streeterville Note.

The $2.5M Streeterville Note bears interest at the rate of 8.5% per annum and matures in  March 2026. From time to time, beginning six months after issuance, Streeterville  may redeem a portion of the $2.5M Streeterville Note, not to exceed $270,000 per month. In the event the Company has not reduced the outstanding balance under the $2.5M Streeterville Note by at least $900,000 by the 12-month anniversary following the issuance date, then the outstanding balance at such time will automatically increase by 5%. Subject to terms and conditions set forth in the $2.5M Streeterville Note, the Company  may prepay all or any portion of the outstanding balance of the $2.5M Streeterville Note at any time.

During the year ended April 30, 2026, the Company entered into agreements with Streeterville, pursuant to which Streeterville exchanged $1,975,000 in aggregate principal and $45,000 in accrued interest owed under the $2.5M Streeterville Note for 570,626 shares of the Company's Common Stock. During the year ended  April 30, 2025, the Company entered into agreements with Streeterville, pursuant to which Streeterville exchanged $85,000 in aggregate principal owed under the $2.5M Streeterville Note for 26,952 shares of the Company's Common Stock. The issuance of the shares was made pursuant to the exemption from the registration requirements afforded by Section 3(a)(9) of the Securities Act (See Note 5). During the year ended April 30, 2026, the Company repaid in cash, $450,000 in principal on the $2.5M Streeterville Note. As of the date of this Annual Report, the outstanding principal balance of the $2.5M Streeterville Note has been repaid in full, other than remaining outstanding unpaid interest under such note. As a result, the Company wrote off the remaining balance of unamortized OID and debt issuance costs of approximately $264,000.

On  March 11, 2026, the Company and Streeterville amended the $2.5M Streeterville Note to extend the maturity date to  June 30, 2026.

In  January 2026, the Company entered into a second Note Purchase Agreement with Streeterville, pursuant to which the Company issued to Streeterville an unsecured promissory note in the original principal amount of $3,605,000 (the “$3.6M Streeterville Note”). The $3.6M Streeterville Note carried an OID of $600,000 and $5,000 was withheld from the $3.6M Streeterville Note for reimbursement of Streeterville's transaction expenses. As a result, the Company received aggregate net proceeds of approximately $3.0 million in connection with the issuance of the $3.6M Streeterville Note. 

The $3.6M Streeterville Note bears interest at the rate of 12.0% per annum and matures in  July 2027. From time to time, beginning six months after issuance, Streeterville  may redeem a portion of the $3.6M Streeterville Note, not to exceed $405,000 per month. In the event the Company has not reduced the outstanding balance under the $3.6M Streeterville Note by at least $1,250,000 by the 12-month anniversary following the issuance date, then the outstanding balance at such time will automatically increase by 5%. Subject to terms and conditions set forth in the $3.6M Streeterville Note, the Company  may prepay all or any portion of the outstanding balance of the $3.6M Streeterville Note at any time. 

The $2.5M Streeterville Note and the $3.6M Streeterville Note contain customary events of default, including if the Company undertakes a fundamental transaction (including consolidations, mergers, and certain changes in control of the Company), without Streeterville’s prior written consent. Upon the occurrence of certain events of default, the outstanding balance of such notes will become automatically due and payable. Additionally, upon an event of default described in such notes (i.e., the failure to pay amounts under such notes when due or to observe any covenant under the Note Purchase Agreements), the outstanding balance of these notes automatically increase to the lesser of 18% or the maximum rate permitted by law.

As of April 30, 2026 and  April 30, 2025, accrued interest was approximately $0.3 million and $0.1 million, respectively, and is included in accrued interest expense in the accompanying condensed balance sheets.