NOTES PAYABLE |
9 Months Ended | |||||||||||||||||||||||||||
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Jul. 31, 2026 | ||||||||||||||||||||||||||||
| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||
| NOTES PAYABLE | NOTE 8 – NOTES PAYABLE
As of July 31, 2026, the Company had no outstanding notes payable. The remaining balance related to the August 2025 Financing was fully settled during the second quarter of the current fiscal year. All other notes disclosed in the Company’s Annual Report on Form 10-K for the year ended October 31, 2025 were fully repaid, converted, or otherwise extinguished prior to the current reporting period.
The following table summarizes notes payable as of July 31, 2026 and October 31, 2025:
August 2025 Financing
On August 15, 2025, the Company closed a private placement pursuant to which it issued three unsecured convertible promissory notes (the “Notes”) to institutional investors in an aggregate principal amount of $1,200,000. The Notes included an original issue discount of $180,000 (15%), resulting in aggregate funding of $1,020,000. After payment of placement agent fees of $71,400 and legal fee reimbursements of $20,000, the Company received net proceeds of $928,600.
The Notes matured on February 15, 2026 and were prepayable at any time without penalty. The Notes were convertible at the option of the investors into shares of the Company’s common stock at a conversion price equal to the lesser of (i) $11.88 or (ii) 90% of the lowest daily VWAP during the five trading days prior to conversion, subject to a floor price of $6.48, which could adjust under certain circumstances but not below $.
The Notes also included provisions allowing the Company to require conversion under specified trading and registration conditions, subject to beneficial ownership limitations of 4.99% (or 9.99% if elected by the investor). The maximum number of shares issuable upon conversion was , representing 19.99% of the Company’s outstanding common stock as of the closing date.
Between September 12 and October 23, 2025, investors converted $575,000 of principal into shares of common stock at conversion prices between $8.37 and $9.18 per share. The fair value of the shares issued exceeded the principal amounts settled, resulting in a recognized loss on conversion of $95,931, recorded in the unaudited condensed consolidated statement of operations.
Following these conversions, the Notes had a remaining principal balance of $625,000 and a net carrying value of $467,179 as of October 31, 2025.
Between December 2, 2025 and February 13, 2026, investors converted $630,000 of principal under the Notes into shares of common stock at conversion prices between $3.60 and $6.75 per share. The fair value of the shares issued exceeded the contract principal amounts converted, resulting in a recognized loss on conversion of approximately $84,517, which was recorded in the unaudited condensed consolidated statement of operations. In addition, the aggregate principal amounts converted exceeded the principal balance recorded as outstanding by approximately $5,000; the Company recognized this excess as a loss on extinguishment of liabilities in connection with the conversion. Loss on conversion and loss on extinguishment associated with the Notes are presented within “Loss on conversion” and “(Gain) loss on extinguishment of liabilities,” respectively, in the unaudited condensed consolidated statements of operations. During the three and nine months ended July 31, 2026, the Company recognized $0 and $157,825 of non-cash interest expense, respectively, related to the amortization of debt discounts. As of July 31, 2026, the outstanding principal balance of the Notes was zero.
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