Note 6 – Stock-based Compensation

The Company grants certain employees and board members stock option awards where vesting is contingent upon a service period, as it believes that such awards better align the interests of its employees with those of its shareholders. Stock option awards are granted with an exercise price equal to or above the market price of the Company’s stock at the date of grant. Certain stock option awards provide for accelerated vesting if there is a change in control, as defined in the Nonstatutory Stock Option Agreement. Unvested stock options forfeit when an employee leaves the Company.

Time-based grants generally vest quarterly based on 3 years continuous service for executive directors and employees, or 12 months continuous service for directors and have 10-year contractual terms. The Company also grants stock option awards where vesting is contingent upon meeting various departmental and company-wide performance goals, including FDA and CE Mark regulatory approval and certain EBITDA and funding thresholds. Such performance-based stock options are expected to vest when the performance criteria and metrics have been met. These stock options have contractual lives of ten years.

2023 Equity Incentive Plan

On March 15, 2023, the Company's Board of Directors adopted the 2023 Equity Incentive Plan (as amended, the “Equity Incentive Plan” or “2023 Equity Incentive Plan”). The Company's shareholders approved the Equity Incentive Plan at the Company's 2023 annual shareholder meeting held on January 17, 2024. The Equity Incentive Plan provides for the grant of nonstatutory stock options, incentive stock options, restricted stock, RSUs, performance units, performance shares, and other share-based awards. On November 27, 2023, the Company's Board of Directors approved and entered into Amendment No. 1 to the Equity Incentive Plan to increase the initial number of shares issuable under the Plan from 25,000 shares to 85,000 shares. The Company's shareholders approved the Equity Incentive Plan at the annual shareholder meeting held on January 17, 2024.

On  July 9, 2025, the Company’s Board of Directors approved an amendment to the Company’s 2023 Equity Incentive Plan, to increase the maximum aggregate number of shares of the Company’s Common Stock, $0.001 par value per share, that  may be issued under the Equity Incentive Plan to 1,000,000 shares of Common Stock, plus such number of shares of Company's Common Stock, which is equal to the lesser of (i) 25% of the total number of shares of all classes of Company's Common Stock and the Company’s preferred stock, $0.001 par value per share (the “Preferred Stock”), as converted to Common Stock, outstanding on the last day of each the immediately preceding fiscal year, and (ii) a lesser number of shares of our common stock determined by the Administrator (as defined in the Equity Incentive Plan) (collectively, the “Evergreen Shares”).

On  November 28, 2025, the Company’s Board of Directors approved an amendment to the Equity Incentive Plan to increase the maximum aggregate number of shares of the Company’s Common Stock, that  may be issued under the Equity Incentive Plan to 1,250,000 shares of Common Stock (the “Plan Amendment”). The number of shares of Common Stock available for issuance under the Equity Incentive Plan will be subject to automatic increase on the first day of each fiscal year of the Company beginning with fiscal year beginning  May 1, 2026, so that the number of shares of Common Stock available for issuance under the Equity Incentive Plan is equal to the lesser of: (i) 25% of the total number of shares of all classes of Common Stock and preferred stock of the Company as converted to Common Stock outstanding on the last day of the immediately preceding fiscal year, and (ii) a lesser number of shares of Common Stock determined by the Administrator (as defined in the Equity Incentive Plan). The Plan Amendment was approved at the annual shareholder meeting held on April 30, 2026.

During the year ended April 30, 2026 and 2025, the Company granted 604,000 and 155,000 shares of time-based stock option awards to employees, non-employee directors, and consultants under the Equity Incentive Plan.

The following table summarizes the Company's time-based stock options:

The following summarizes the Company's performance-based stock options:

As of April 30, 2026, there was approximately $0.8 million of unrecognized compensation costs related to non-vested performance-based common stock options and approximately $0.2 million of unrecognized compensation costs related to non-vested service-based common stock options.

The Company estimates fair values of time-based stock options using the Black-Scholes option-pricing model on grant date. For the years ended April 30, 2026 and 2025, the principal assumptions used in applying this model were as follows:

Restricted Stock Units and Restricted Shares Issued

The following is a summary of RSUs and restricted stock award activity during the year ended  April 30, 2026:

In July and December 2025, the Company granted 305,000 RSUs to employees and to non-employee directors of the Company which none have vested as of  April 30, 2026. In November 2025, the Company granted 70,000 restricted shares of Common Stock to its Chief Executive Officer. The restricted shares are unvested as of  April 30, 2026.

As of  April 30, 2026, total unrecognized stock-based compensation expense related to performance-based non-vested RSUs totaled approximately $0.5 million.  As of  April 30, 2026, total unrecognized stock-based compensation expense related to time-based non-vested RSUs and restricted stock awards totaled approximately $0.5 million. The weighted average period over which these amounts are expected to be recognized is 3 years.