EQUITY TRANSACTIONS |
3 Months Ended | |||
|---|---|---|---|---|
Jul. 31, 2026 | ||||
| Equity [Abstract] | ||||
| EQUITY TRANSACTIONS |
The Company is authorized to issue shares of Preferred Stock, $ par value. The Board has designated shares as Series D Convertible Preferred Stock. The rights, preferences, privileges and restrictions of the remaining authorized 9,975,000 shares 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 D Convertible Preferred Stock
On July 31, 2026, the Company and Ault Lending, LLC (“Ault Lending”), a related party due to common management, entered into a securities purchase agreement (the “AL SPA”) for the purchase of up to shares of Series D convertible preferred stock (“Series D Preferred Stock”). The AL SPA provides that Ault Lending shall, subject to certain conditions, purchase up to $25 million of Series D Preferred Stock in one or more closings. The AL SPA provides for an origination fee payable by the Company to Ault Lending in the amount of two percent (2%) of the purchase price at each tranche closing, which Ault Lending may withhold from the purchase price at each such tranche closing.
On July 31, 2026, the Company sold shares of Series D Preferred Stock for a total purchase price of $7.5 million.
Pursuant to the AL SPA,
The Series D Preferred Stock has a stated value of $1,000 per share (“Stated Value”) and does not accrue dividends. Each share of Series D Preferred Stock is convertible into a number of shares of Common Stock determined by dividing the Stated Value by the greater of (i) $0.2668 (the “Floor Price”) and (ii) 80% of the lowest closing bid price of the Common Stock during the five (5) trading days immediately prior to the date of conversion into Conversion Shares, but not greater than $2.00 per share (the “Maximum Price”) (“the Conversion Price”). The Conversion Price is subject to adjustment in the event of issuances 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 D 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 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 D Preferred Stock is entitled to cast, shall not be lower than $1.4175 (the “Voting Floor Price”), which represents the closing sale price of the Common Stock on the trading day immediately prior to the Execution Date, $1.35, multiplied by 1.05. 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 D Preferred Stock will receive a liquidation preference ahead of common stockholders.
The Company agreed to use its best efforts to file a registration statement, registering for resale the shares of Common Stock issuable upon conversion of the Series D Preferred Stock (the “Initial Required Registration Amount “) with the SEC by August 15, 2026 (the “Filing Deadline”). The Company also agreed that if: (i) the registration statement is not filed on or prior to its Filing Deadline, or (ii) a registration statement registering for resale all of the Initial Required Registration Amount is not declared effective by the SEC by the 60th calendar day following the Filing Deadline (or, in the event of a “full review” by the SEC, the 90th calendar day following the Filing Deadline) of the registration statement (any such failure or breach being referred to as an “Registration Default”), and on any date such a Registration Default has occurred (a “Registration Default Date”), then, in addition to any other rights Ault Lending may have under the AL SPA, its related transaction documents or under applicable law, on each such Registration Default Date and on each monthly anniversary of each such Registration Default Date (if the applicable Registration Default shall not have been cured by such date) until the applicable Registration Default is cured, the Company shall pay to Ault Lending, as partial liquidated damages and not as a penalty, an amount in cash equal to two percent (2%) of the Stated Value of the Series D Preferred Stock held, not to exceed fifteen percent (15%) in the aggregate. The Company has received a waiver of the late filing penalties from Ault Lending.
In addition, the Company agreed to use its best efforts to file a preliminary proxy statement no later than 15 days after the Execution Date and thereafter use its reasonable best efforts to file a definitive proxy statement related to a special meeting of the Company’s stockholders within 45 days of the Execution Date for purposes of seeking stockholder approval of the issuance of all the Conversion Shares in excess of the “Nasdaq Limit,” which is 19.99% of the shares of Common Stock issued and outstanding on the Execution Date. The special meeting shall occur no later than seventy-five (75) days after the Execution Date.
Common Stock
On March 6, 2026, the Company entered into an At-the-Market Issuance Sales Agreement with Ascendiant Capital Markets, LLC 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 three months ended July 31, 2026, the Company sold an aggregate of shares of Common Stock pursuant to the 2026 ATM for proceeds of $669,272.
The 2026 ATM was terminated on August 10, 2026, with the expiration of Registration Statement No. 333-276610. |