(13) Equity

At-the-Market Offering Agreement

On August 8, 2025, the Company entered into an At Market Issuance Sales Agreement with Ladenburg Thalmann &Co. Inc. (the “Ladenburg Sales Agreement”), 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 189,797 shares were sold under the Ladenburg Sales Agreement during the three-month period ended July 31, 2026 totaling proceeds of $1.4 million. The agreement was terminated effective July 22, 2026.

On July 27, 2026, the Company entered into an at-the-market offering agreement (the “Wainwright Sales Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”), pursuant to which the Company may offer and sell, from time to time through Wainwright acting as sales agent, shares of the Company’s common stock having an aggregate offering price of up to $20.0 million. Sales under the Wainwright Sales Agreement may be made through methods deemed to be “at-the-market offerings,” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including sales made directly on or through the NYSE American or another existing trading market for the Company’s common stock. The Company is not obligated to sell any shares under the Wainwright Sales Agreement. Wainwright is required to use commercially reasonable efforts to sell shares in accordance with the Company’s instructions, subject to the terms and conditions of the Wainwright Sales Agreement. The Company will pay Wainwright a commission equal to 3.0% of the aggregate gross proceeds from shares sold under the Wainwright Sales Agreement. The shares issuable under the Wainwright Sales Agreement were registered pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-275843), which was declared effective by the Securities and Exchange Commission on December 12, 2023, and the related prospectus supplement dated July 27, 2026.

Subsequent to July 31, 2026, the Company did not timely file its Annual Report on Form 10-K for the fiscal year ended April 30, 2026 within the extension period provided by Rule 12b-25. As a result, the Company is not currently eligible to use Form S-3 and, as of the date of this Quarterly Report on Form 10-Q, is unable to offer or sell additional shares under the Wainwright Sales Agreement pursuant to the Form S-3 registration statement and related prospectus supplement. The Company’s ability to conduct future sales under an at-the-market offering will be subject to its regaining eligibility to use its shelf registration on Form S-3, the availability of an effective registration statement and satisfaction of the other applicable legal and contractual requirements.

Convertible Debt Issuance

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 $12.00 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 payments 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 other 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.

The Company did not timely file its Annual Report on Form 10-K as required under the reporting covenants of the Notes, which resulted in the Company not having an ongoing ATM program. As a result, the Company was technically not in compliance with these covenants 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 July 31, 2026, the Notes could potentially be converted into approximately 733,334 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:

Schedule of Debt Maturity Cash Payments

Common Stock and Warrant Issuance

On June 4, 2026, the Company entered into a Securities Purchase Agreement with certain institutional accredited investors in connection with a registered direct offering. The offering closed on June 8, 2026, at which time the Company issued 833,334 shares of its common stock together with warrants to purchase up to an aggregate of 833,334 additional shares of common stock (the “Warrants”). The combined purchase price for each share of common stock and accompanying Warrant was $12.00.

The Company received gross proceeds of $10.0 million and net proceeds of approximately $9.3 million after placement-agent fees and other offering expenses of approximately $0.7 million. The Company used approximately $0.7 million of the net proceeds to repay principal and other amounts due under its convertible notes payable, with the remaining proceeds available for working capital and other general corporate purposes.

The Warrants have an initial exercise price of $12.00 per share, become exercisable on December 8, 2026, and expire on December 8, 2032. The exercise price and number of shares issuable upon exercise are subject to adjustment for stock splits, stock dividends and similar transactions. The Warrants contain beneficial-ownership limitations and provisions applicable upon a fundamental transaction, including provisions under which holders may be entitled to receive consideration based on the Black-Scholes value of the Warrants. The terms of the agreement stipulate that the Black-Scholes model utilize the greater of a) 100%, b) the 30-day volatility of the Company’s common stock, c) the 100-day volatility of the Company’s common stock, or d) the 365-day volatility of the Company’s common stock. Additionally, the price per share to be used in the Black-Scholes model is to be the greater of the sum of the price per share being offered in cash, if any, plus the value of any non-cash consideration, if any being offered in the fundamental transaction and the highest volume-weighted average price for the Company’s common stock during the period beginning on the trading day immediately preceding the announcement of the fundamental transaction (or the consummation of the fundamental transaction, if earlier) and ending on the trading day of the holder’s request.

The Company evaluated the Warrants in accordance with ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity, and concluded that the Warrants do not meet all of the requirements for equity classification. Accordingly, the Warrants are accounted for as derivative liabilities. The Warrants were initially recognized at fair value on the issuance date and are subsequently remeasured at fair value at each reporting date. Changes in the fair value of the Warrant liability are recognized in the consolidated statements of operations.

On June 8, 2026, the initial fair value of the Warrants was approximately $8.7 million. The Company allocated an equivalent amount of the gross proceeds to the Warrant liability, with the remaining proceeds allocated to common stock and additional paid-in capital. Offering costs were allocated between the common stock and the Warrant liability based on their relative fair values. Offering costs of less than $0.1 million attributable to the common stock were recorded as a reduction of additional paid-in capital, and offering costs of approximately $0.6 million attributable to the Warrant liability were expensed as incurred.

The Company estimated the fair value of the Warrant liability using a Black-Scholes option-pricing model. The Warrant liability is classified within Level 3 of the fair value hierarchy because the valuation incorporates significant unobservable inputs, principally expected stock-price volatility.

The following table summarizes the assumptions used to estimate the fair value of the Warrants:

Schedule of Assumptions Used to Estimate the Fair Value of the Warrants

For the three months ended July 31, 2026, the Company recognized a gain of approximately $4.9 million resulting from the change in fair value of the Warrant liability.

As of July 31, 2026, all 833,334 Warrants remained outstanding and no Warrants had been exercised. If all Warrants are exercised for cash at the initial exercise price, the Company would receive additional gross proceeds of $10.0 million. However, the Warrants may be exercised on a cashless basis under certain circumstances, and there can be no assurance that any Warrants will be exercised or that the Company will receive any additional cash proceeds.