v3.26.3
Stockholders’ Equity
 9 Months Ended
Jul. 31, 2026
Equity [Abstract]  
Stockholders’ Equity

Note 6 – Stockholders’ Equity

 

Series B Convertible Preferred Stock

 

On May 30, 2023, the Company issued 900,000 shares of the Series B Preferred Stock as consideration for the GoFire asset purchase. The Series B Preferred Stock carries no voting rights except: (i) with respect to the ability of the holders of a majority of the then outstanding Series B Preferred Stock (the “Majority Holders”), to nominate a director to the Company’s board of directors, and (ii) that the vote of the Majority Holders is necessary for effecting any amendment to the Company’s Certificate of Incorporation or Certificate of Designation that affects the Series B Preferred Stock. The Series B Preferred Stock is redeemable at the option of the Company at a redemption price of $15 per share, subject to potential downward adjustments based on the trading price of the Common Stock. Subject to additional limitations in the GoFire APA, the Series B Preferred Stock holds seniority over the Common Stock and each other class of series of securities now existing or hereafter authorized with respect to dividend rights, the distribution of assets upon liquidation, and dissolution and redemption rights. Upon a liquidation and winding up of the Company, the holders of Series B Preferred Stock are entitled to a liquidation preference of $15 per share (the “Liquidation Preference”), though the redemption may be adjusted downward based on the trading price of the Common Stock at the time of liquidation. The holders of Series B Preferred Stock are entitled to receive a dividend equal to 2% of the Liquidation Preference, accruing from the Closing Date and payable on the eighteen-month anniversary of the Closing Date. Amounts payable in respect of the Series B Dividend shall begin to accrue on a daily basis, be cumulative from and including the Original Issue Date, whether or not the Corporation has funds legally available for such dividends or such dividends are declared, shall compound on each six month anniversary of the Original Issue Date and shall be payable in arrears on the 18-month anniversary of the Original Issue Date. No preemptive rights are granted to the holders of Series B Preferred Stock. The Majority Holders have the ability to cause a voluntary conversion of the Series B Preferred Stock into Common Stock at a conversion rate of 0.3968 shares of Common Stock per share of Series B Preferred Stock which may only occur on or after the following dates 18-month, 24 month, 36 month, 48 month, and 60 month anniversary of the original issuance date; and only up to 180,000 shares of Series B Preferred Stock on each of these dates. All shares of Series B Preferred Stock will automatically convert to Common Stock upon the occurrence of a Change of Control (as defined in the GoFire APA). On December 3, 2024, the Company paid accrued dividends of $405,000 to Series B shareholders. As of July 31, 2026, the Company had zero accrued dividend payable to Series B shareholders and no further dividends will be accrued or paid.

 

Pursuant to the GoFire APA, the Company is required to use commercially reasonable efforts to register the APA Shares and Warrant Shares with the SEC for distribution to GoFire’s stockholders and/or public resale by such stockholders within 180 days of the Closing Date. In addition, if any Series B Preferred Stock remains outstanding nineteen (19) months after the Closing Date, the Company shall use commercially reasonable efforts to file with the SEC a subsequent registration statement registering the distribution to GoFire’s stockholders and/or public resale Series B Conversion Shares by such stockholders. If such subsequent registration statement is required, the Company will use its commercially reasonable efforts to obtain effectiveness of such subsequent registration statement within nineteen (19) months of the Closing Date, and if the Company does not so register the Series B Conversion Shares within nineteen (19) months of the Closing Date, the Company will issue to GoFire or its designee an additional ten percent (10%) of all of the Series B Conversion Shares underlying the then outstanding shares of Series B Preferred Stock. All of the securities issued as consideration for the Purchased Assets are subject to a lock-up agreement that terminates one hundred eighty (180) days from the Closing Date. As of July 31, 2026, the Company has accrued the additional ten percent (10%) of all of the Series B Conversion Shares of $39,283.

 

Common Stock

 

During the nine months ended July 31, 2026, the Company canceled 2,950,000 fully vested shares of common stock previously issued to directors and officers in connection with the termination of the merger and share exchange agreement with Delta.

 

During the three and nine months ended July 31, 2026, the Company issued zero and 6,000,000 shares of common stock, respectively, to directors and officers pursuant to grants under the Company's Amended and Restated 2020 Stock and Incentive Compensation Plan. The restricted shares vest as to 1,200,000 shares immediately upon the date of grant, with the remaining 4,800,000 shares vesting at a rate of 400,000 shares per quarter over the following 12 quarters, subject to continued service. As of July 31, 2026, 2,000,000 shares had vested and 4,000,000 shares remained unvested. The Company recognized stock compensation cost of $5,910 and $30,230 during the three and nine months ended July 31, 2026, respectively. As of July 31, 2026, unrecognized compensation cost related to unvested restricted shares was $60,970, which is expected to be recognized over the next 10 quarters.

 

During the three and nine months ended July 31, 2025, the Company issued zero and 3,025,000 fully vested shares of common stock, respectively, to directors, officers and an employee pursuant to grants under the Company’s Amended and Restated 2020 Stock and Incentive Compensation Plan. During the three and nine months ended July 31, 2025, the Company recognized stock compensation cost of zero and $2,873,750, respectively.

 

Stock Options

 

Summary of stock options information is as follows:

 

                    
   Aggregate  Aggregate  Exercise Price  WA Exercise
   Number  Exercise Price  Range  Price
Outstanding, October 31, 2025   55,667   $848,028   $3.64-59.85   $15.23 
Granted   7,586,060    115,308    0.02    0.02 
Exercised   —    —    —    — 
Cancelled, forfeited, or expired   —    —    —    — 
Outstanding, July 31, 2026   7,641,727    963,336   $0.02-59.85    0.13 
Exercisable, July 31, 2026   3,119,617   $884,752   $0.02-59.85   $0.28 

 

On March 31, 2026, the Company granted 7,586,060 stock options to directors, officers and an employee. The exercise price of the granted stock options is $0.0152 and the stock options vest over a period of 1 to 3 years.

 

During the three and nine months ended July 31, 2026, the Company recognized $14,213 and $49,152, respectively, of stock option expense related to outstanding stock options. During the three and nine months ended July 31, 2025, the Company recognized $2,445 and $36,192, respectively, of stock option expense related to outstanding stock options. The weighted-average grant-date fair value of the options granted during the nine months ended July 31, 2026, was $0.02.

 

As of July 31, 2026, the Company had $77,506 of unrecognized expenses related to options, which is expected to be recognized over a weighted-average period of approximately 2.11 years. The weighted average remaining contractual life is approximately 9.66 years for stock options outstanding as of July 31, 2026. The aggregate intrinsic value of these outstanding options as of July 31, 2026, was $75,102.

 

Warrants

 

Warrant information as of the periods indicated is as follows:

 

                               
                Weighted
        Aggregate   Exercise   Average
    Aggregate
Number		   Exercise
Price		   Price
Range		   Exercise
Price
Outstanding, October 31, 2025     5,754,686     $ 19,826,116     $ 1.16-126.00     $ 3.45  
Granted     —       —       —       —  
Exercised     —       —       —       —  
Cancelled, forfeited, or expired     —       —       —       —  
Outstanding, July 31, 2026     5,754,686     $ 19,826,116     $ 1.16-126.00     $ 3.45  
Exercisable, July 31, 2026     5,754,686     $ 19,826,116     $ 1.16-126.00     $ 3.45  

 

The weighted average remaining contractual life is approximately 2.81 years for common stock warrants outstanding as of July 31, 2026. As of July 31, 2026, there was no intrinsic value of outstanding stock warrants.