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Apr. 30, 2026 | |||||||||||||||||||||||||||||||
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| Equity | (13) Equity
At-the-Market Offering Agreement
On March 21, 2024, the Company entered into an At-the-Market Offering Agreement with an aggregate offering price of up to $7.0 million (the “2023 ATM Facility”). On August 30, 2024 the aggregate offering price under the 2023 ATM Facility was increased to approximately $16.0 million. It was then reduced to approximately $2.9 million in September 2024 and increased again to approximately $60.0 million in December 2024. A total of shares were sold under this agreement during fiscal 2026. The Company received proceeds of approximately $18.0 million under this facility prior to termination of the facility effective August 8, 2025.
On August 8, 2025, the Company entered into an At Market Issuance Sales Agreement with Ladenburg Thalmann &Co. Inc., under which the Company may, from time to time, offer and sell shares of its common stock having an aggregate gross sales price of up to $40.0 million. The shares will be offered pursuant to the Company’s shelf registration statement on Form S-3, including the related prospectus supplement filed with the SEC on August 8, 2025.
Sales, if any, will be made in transactions deemed to be “at the market offerings” as defined in Rule 415(a)(4) under the Securities Act, directly on or through the NYSE American or in negotiated transactions as otherwise permitted under the Sales Agreement. The Company is not obligated to sell any shares under the Ladenburg sales agreement and may suspend or terminate the offering at any time.
A total of shares were sold under the Ladenburg sales agreement during the year ended April 30, 2026 totaling proceeds of $7.4 million. Subsequent to April 30, 2026, through filing, there were an additional shares were sold under the Ladenburg sales agreement, totaling proceeds of $1.4 million.
Convertible Debt Issuance
In May 2025, the Company issued $10.0 million, along with a 13% premium on the principal amount, in aggregate principal amount of convertible notes with a 24-month maturity to new institutional investors with net proceeds of $9.7 million. The notes are convertible into shares of our common stock under specific terms outlined in the Securities Purchase Agreement and Indenture. In October 2025, we issued and sold to the investors $6.5 million of additional convertible notes. This financing was aimed at providing us with additional liquidity, supporting the commercialization of our systems, and advancing our autonomous maritime solutions. Principal and interest conversions during the year ended April 30, 2026 were approximately $11.9 million.
In April 2026, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional investors pursuant to which the Company issued and sold senior convertible notes (the “Notes”) in an aggregate principal amount of $10.0 million, along with a 13% premium on the principal amount. The conversion rate related to this agreement is $ per share. Proceeds from these Notes were used to pay off the remaining balances associated with the May and October 2025 convertible notes, respectively. Beginning on the closing date, the Notes are subject to quarterly cash amortization payments through maturity and monthly interest payment calculated on a 4.5% annual rate for the outstanding principal amount at the end of the previous month. Between the premium and annual interest rate, the effective interest rate on this Note is approximately 20%. The agreement also contains a make-whole interest whereby in connection with any conversion, redemption, or other repayment would result in an additional interest amount as if the principal remained outstanding through the maturity date. The Notes rank senior to the Company’s unsecured indebtedness, subject to certain exceptions, and contain customary affirmative and negative covenants, including restrictions on indebtedness, liens, restricted payments, asset transfers, changes in business, and affiliate transactions, including a covenant requirement $2.0 million minimum cash balance to be maintained. The Notes also contain customary events of default. The conversion of these notes into equity may occur at times and under pricing mechanisms that could lead to a substantial number of shares being issued, potentially at prices below prevailing market prices.
Subsequent to April 30, 2026, the Company did not timely file its Annual Report on Form 10-K as required under the reporting covenants of the Notes. As a result, the Company was technically not in compliance with this covenant as of the date of issuance of these consolidated financial statements. No notice of default has been received by the Company from its lenders.
As of April 30, 2026, the Notes could potentially be converted into shares. These shares are not included in the calculation of earnings per share as the impact of these conversions would be anti-dilutive. The conversions are at the election of the Note holders to be converted in shares but may also be repaid through cash payments.
Absent conversions, the total remaining debt maturity cash payments under the Company’s convertible debt are as follows:
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