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INVESTMENT IN DEBT AND EQUITY SECURITIES
3 Months Ended
Jul. 31, 2026
Schedule of Investments [Abstract]  
INVESTMENT IN DEBT AND EQUITY SECURITIES

NOTE 4 – INVESTMENT IN DEBT AND EQUITY SECURITIES

 

INVESTMENT IN FEMASYS, INC.

 

On June 5, 2026, Femasys announced a 20 to 1 reverse stock split, resulting in reducing the Company’s holding to 34,777 shares of Femasys common stock (the “Femasys Shares”). On November 14, 2023, the Company entered into a Securities Purchase Agreement (the “Femasys Purchase Agreement”) with Femasys Inc. (“Femasys”), which included Series A Warrants (the “Series A Warrants”) to purchase up to an aggregate of initial pre-reverse stock split, 4,237,288 Femasys Shares at an exercise price of $1.18 per share. The post reverse stock split Series A Warrants were revised to purchase up to 211,865 Femasys Shares at an exercise price of $23.60 per share. The Series A Warrants expire five years from the date of issuance.

 

The Femasys Warrants are accounted for as an equity security and are valued using a Monte Carlo simulation based on “Level 3” inputs, which consist of unobservable inputs and reflect management’s estimates of assumptions that market participants would use in pricing the asset, recorded at fair value with subsequent changes included within change in fair value of the warrants in the unaudited condensed consolidated statement of operations.

 

As of July 31, 2026, the fair value of the Femasys Series A Warrants was approximately $66,000 and was determined utilizing the following assumptions: Femasys, post reverse stock split stock price of $2.86, exercise price of $23.60, risk free rate of 4.21%, equity volatility of 95.0% and remaining term of 2.29 years.

 

The Company recognized the Femasys Warrants based on their respective fair values as of April 30, 2026 of $480,000. Subsequent changes in the fair value of the Femasys Warrants are recognized in earnings, at each reporting date. During the three months ended July 31, 2026, the Company recognized losses for change in fair value of the warrant asset of $414,000. See Note 11 – Fair Value Measurements for further information.

 

Below is a summary of activity for the Femasys Warrants as of July 31, 2026:

   

Balance of Femasys Warrant Asset as of April 30, 2026  $480,000 
Change in fair value   (414,000)
Balance of Femasys Warrant Asset as of July 31, 2026  $66,000 

 

 

MARKETABLE SECURITIES

 

The related unrealized loss pertaining to the investment in Femasys Shares is recorded in other income and expense. The Company holds a total of 34,777 post reverse stock split of Femasys Shares. The Company elected the fair value option on the investment. As of July 31, 2026, the current market value of the post reverse Femasys Shares was $2.86 that generated an unrealized loss of $154,548.

 

Cost and fair value of marketable equity securities at July 31, 2026 are as follows:

    
Balance of securities as of April 30, 2026  $254,010 
Change in fair market value – unrealized loss   (154,548)
Carrying value of securities as of July 31, 2026  $99,462 

 

The fair value of equity securities has been measured on a recurring basis using Level 1 inputs, which are based on unadjusted quoted market prices within active markets. There have been no changes in valuation approaches or techniques and related inputs.

 

INVESTMENT IN Q/C TECHNOLOGIES, INC.

 

Series G Preferred Shares and Warrants

 

On May 20, 2024, the Company entered into a Securities Purchase Agreement (the “Series G SPA”) with a public company operating in the medical industry, MyMD Pharmaceuticals, Inc. which subsequently changed its name to TNF Pharmaceuticals, Inc. and then to Q/C Technologies, Inc. (“QCLS”). Pursuant to the Series G SPA, the Company purchased (i) 7,000 shares of QCLS’s Series G Convertible Preferred Stock (the “Series G Preferred Shares” or “Series G Preferred Stock”) with an original conversion price of $1.816 per Series G Preferred Share, which were initially convertible into 3,854,626 shares of common stock of QCLS (“QCLS Common Stock”); (ii) warrants to purchase up to 3,854,626 shares of QCLS Common Stock with a five-year term (“QCLS Series G Long-Term Warrant”); and (iii) warrants to purchase up to 3,854,626 shares of QCLS Common Stock with a 18-month term (“QCLS Series G Short-Term Warrant”) (collectively, the “QCLS Series G Warrants”), for an aggregate purchase price of $7,000,000.

 

In April 2025, QCLS issued securities that caused changes to the original terms of the Series G Preferred Stock. The conversion and exercises prices were adjusted to $0.1832 per Series G Preferred Share, the number of QCLS Series G Long-Term Warrants were adjusted to purchase 38,209,611 shares of QCLS Common Stock and the number of QCLS Series G Short-Term Warrants were adjusted to purchase 38,209,611 shares of QCLS Common Stock. In September 2025, in connection with the QCLS’ 1-for-100 reverse stock split and pursuant to the stock combination event adjustment provisions of the Series G Preferred Shares and QCLS Series G Warrants, the conversion price and the exercise price was adjusted to $3.3713 per share, the 7,000 Series G Preferred Shares were adjusted to be convertible into 2,076,351 shares of QCLS Common Stock, and the number of QCLS Series G Long-Term Warrants were adjusted to purchase 2,076,351 shares of QCLS Common Stock and the number of QCLS Series G Short-Term Warrants were adjusted to purchase 2,076,351 shares of QCLS Common Stock. On November 23, 2025, the QCLS Series G Short-Term Warrants expired.

 

Pursuant to the Series G SPA, the Company has the right to participate in future sales of QCLS’s equity and equity-linked securities until the second anniversary of the Closing or the date on which no Series G Preferred Shares remain outstanding, whichever is earlier. Additionally, the Company has the right to nominate one individual to serve on QCLS’s board of directors until PharmaCyte no longer beneficially owns at least 20% of QCLS Common Stock on an as-converted basis. The Company’s Chief Executive Officer serves on the board of directors of QCLS and is the QCLS Chief Executive Officer.

 

The Company determined that QCLS is a VIE, since QCLS does not have sufficient equity at risk to finance its own operations without additional subordinated financial support. However, the Company has determined that it is not the primary beneficiary of QCLS. Furthermore, Series G Preferred Stock is not considered in substance common stock, and as such, the equity method of accounting does not apply. The Company recorded its investment in Series G Preferred Stock at its fair value as the Company did not elect the measurement alternative to account for the investment at cost less impairment. Subsequent changes in fair value of the Series G Preferred Stock are recognized in earnings at each reporting period. The fair value of the Series G Preferred Stock was estimated utilizing a Monte Carlo simulation.

 

The QCLS Series G Warrants were determined to meet the definition of a derivative and were required to be recorded at fair value in accordance with ASC 815. Subsequent changes in the fair value of the QCLS Series G Warrants are recognized in earnings, at each reporting date. The issuance date fair value of the QCLS Series G Warrants was determined utilizing the Black Scholes Merton Method.

 

The Series G Preferred Stock shares include a 10% dividend, which are payable in cash or shares of QCLS Series G Preferred Stock at the Company’s option, and the Company has elected to receive shares of the QCLS Preferred Stock as Payment in Kind (“PIK”). As of July 31, 2026, and April 30, 2026 the Company owned 8,583 shares including accrued dividend of 1,583 shares, Series G Preferred Stock shares, respectively. During the three months ended July 31, 2026, the Company elected to receive the dividends in cash and recorded accrued dividends receivable and dividend income of $188,384. As of July 31, 2026 and April 30, 2026, the Company has accrued dividend receivable of $429,150 and $240,766, respectively.

 

During the three months ended July 31, 2026, a change in estimate was recorded for the QCLS Series G Preferred Stock expected term to settlement from one-year to 0.12 of a year. The change was attributable to when the Company estimates it will be converted into common stock. This change in estimate was accounted for prospectively beginning in the quarter ending July 31, 2026. The change in accounting estimate resulted in a decrease in the fair value of the QCLS Series G Preferred Stock of $1,798,000. The resulting change in accounting estimate negatively impacted other income (expense), net loss and net loss attributable to common stockholders in the amount of $1,798,000. The impact on basic and diluted earnings per share was a reduction of $0.17 per share, from a loss per share of $0.37 to a loss per share of $0.54, with a corresponding net loss attributable to common stockholders of $3,987,807 and $5,785,807, respectively.

 

During the three months ended July 31, 2026, the Company recognized a loss for the change in fair value of the Series G Preferred Stock of $4,401,000. The $9,365,000 fair value of the Series G Preferred Stock was estimated utilizing a Monte Carlo simulation with the following assumptions on July 31, 2026: QCLS stock price of $2.61, expected time to settlement of 0.12 years, dividend rate of 10%, discount market interest rate of 24.9%, risk free rate of 3.79%, equity volatility of 70.0% and probability of default of 1.5%.

 

During the three months ended July 31, 2026, the Company recognized a loss of $2,194,000 related to the change in the QCLS Series G Warrants fair value. The $3,822,000 fair value of the QCLS Series G Warrants was determined utilizing a Black Scholes Merton model with the following assumptions on July 31, 2026: QCLS stock price of $2.61, exercise price of $3.3713, risk free rate of 4.24%, equity volatility of 130.0% and remaining term of 2.81 years.

  

Below is a summary of activity for the Series G Preferred Stock as of July 31, 2026:

    
Balance of Series G Preferred Stock as of April 30, 2026  $13,766,000 
Change in fair value   (4,401,000)
Balance of Series G Preferred Stock as of July 31, 2026  $9,365,000 

 

Below is a summary of activity for the QCLS Warrants as of July 31, 2026:

 

     
Balance of QCLS Series G Warrant assets as of April 30, 2026  $6,016,000 
Change in fair value   (2,194,000)
Balance of QCLS Series G Warrant assets as of July 31, 2026  $3,822,000 

 

 

Series H Preferred Shares and Warrants

 

On September 2, 2025, the Company entered into a Securities Purchase Agreement (the “Series H SPA”) with QCLS. Pursuant to the Series H SPA, the Company purchased (i) 3,000 shares of QCLS’s Series H Convertible Preferred Stock (the “Series H Preferred Shares” or “Series H Preferred Stock”), at a stated value of $1,000 per Series H Preferred Share, with an initial conversion price of $5.00 which were initially convertible into 600,000 shares of QCLS Common Stock; (ii) warrants to purchase up to 600,000 shares of QCLS’s Common Stock with a five-year term (“QCLS Series H Warrant”), for a total purchase price of $3,000,000.

 

In September 2025, in connection with the QCLS’ 1-for-100 reverse stock split and pursuant to the stock combination event adjustment provisions of the Series H Preferred Shares and QCLS Series H Warrants, the conversion price and the exercise price was adjusted to $3.3713 per share, the 3,000 Series H Preferred Shares were adjusted to be convertible into 889,865 shares of QCLS Common Stock and the number of QCLS Series H Warrants was adjusted to purchase 889,865 shares of QCLS Common Stock.

 

The Series H Preferred Stock is not considered in substance common stock, and as such, the equity method of accounting does not apply. The Company recorded its investment in Series H Preferred Stock at its fair value as the Company did not elect the measurement alternative to account for the investment at cost less impairment. Subsequent changes in fair value of the Series H Preferred Stock are recognized in earnings at each reporting period.

 

The QCLS Series H Warrants were determined to meet the definition of a derivative and were required to be recorded at fair value in accordance with ASC 815. Subsequent changes in the fair value of the QCLS Series H Warrants are recognized in earnings, at each reporting date.

 

During the three months ended July 31, 2026, the Company recognized a loss on the change in fair value of the Series H Preferred Stock of $1,149,000. The $3,310,000 fair value of the Series H Preferred Stock was estimated utilizing a probability-weighted scenario model, with the following inputs: the fair value of QCLS Common Stock of $2.61, estimated equity volatility of 101.0%, the time to maturity of 0.59 years, the redemption premium of 106%, the liquidation premium of 125%, the conversion price of $3.3713 per share, a market interest rate of 31.16%, a risk-free rate of 3.92%, and dividend rate of 7.00%.

  

During the three months ended July 31, 2026, the Company recognized a loss of $987,000 related to the change in the QCLS Series H Warrants fair value. The $1,842,000 fair value of the QCLS Series H Warrants was determined utilizing a Black Scholes Merton model with the following assumptions on July 31, 2026: the fair value of QCLS’s common stock of $2.61, exercise price of $3.3713, risk free rate of 4.31%, equity volatility of 127.0%, and remaining term of 4.10 years.

 

The Company has determined that QCLS is a VIE, as QCLS does not have sufficient equity at risk to finance its own operations without additional subordinated financial support. However, the Company has determined that it is not the primary beneficiary of QCLS.

 

Below is a summary of activity for the Series H Preferred Stock as of July 31, 2026:

    
Balance of Series H Preferred Stock as of April 30, 2026  $4,459,000 
Change in fair value   (1,149,000)
Balance of Series H Preferred Stock as of July 31, 2026  $3,310,000 

 

Below is a summary of activity for the QCLS Series H Warrants as of July 31, 2026:

     
Balance of QCLS Series H Warrant assets as of April 30, 2026  $2,829,000 
Change in fair value   (987,000)
Balance of QCLS Series H Warrant assets as of July 31, 2026  $1,842,000