v3.26.3
REDEEMABLE PREFERRED STOCK
9 Months Ended
Jul. 31, 2026
Disclosure Redeemable Preferred Stock Abstract  
REDEEMABLE PREFERRED STOCK

NOTE 8– REDEEMABLE PREFERRED STOCK

 

The Company has authorized 5,000,000 shares of $0.001 par value Preferred Stock, of which 250,000 were designated as Series A Convertible Preferred Shares. In May 2025, the Company designated 750,000 shares as Series A-1 Convertible Preferred Shares for a private placement of the A-1 stock for a maximum of $15 million. On May 15, 2026, the Company increased this designation to 1,500,000 shares. As of July 31, 2026 1,348,838 shares of Series A-1 Convertible Preferred Stock were issued and outstanding. During the three and nine months ended July 31, 2026, dividends of $347,947 and $414,906 were recorded, respectively. As of July 31, 2026 and October 31, 2025, the accrued dividend on the outstanding preferred shares was $431,323 and $16,416, respectively.

 

 

The following is a summary of the rights and preferences of the Preferred A-1 Stock:

 

The holders of the Preferred A-1 Stock are entitled to a liquidation preference with respect to the Preferred A-1 Stock in the amount of $20 per share (“Stated Value”), subordinate to the stated value of any outstanding shares of preferred stock ranking senior to the Preferred A Stock, pari passu with the stated value of the series A-1 Preferred Stock, and senior to the rights of the holders of common stock.

 

The holders of the Preferred A-1 Stock are entitled to cumulative dividends at the annual rate of 8% based on the Stated Value per share, payable on the maturity date, which is five years from the date of issuance. Dividends are payable in the form of shares of common stock valued at $4.00 per share.

 

The Preferred A-1 Stock may be redeemed by the Company, in whole or in part, at any time or from time to time by notice to the holders. In the event of redemption, the Company shall be obligated to pay to each holder the Stated Value per share plus any accrued but unpaid dividends. At any time on or after the third (3rd) anniversary of the Effective Date, the Investor shall have the right, at its sole election, to require the Company to redeem all or any portion of the Shares.

 

The Preferred A-1 Shares are convertible into common stock at $4.00 per share and may be converted at the discretion of the holder. The Preferred A-1 Stock shall automatically convert into the Company’s common stock if (a) (i) the common stock into which the Preferred A-1 Shares are convertible is registered with the SEC, (ii) there exists a public trading market for the common stock, and (iii) the trading price of the Company’s common stock has equaled or exceeded 200% of the conversion price as then in effect for ten or more consecutive trading days or (b) the Company effects a merger, consolidation or sale of assets and is not the surviving entity.

 

The holders of the Preferred A-1 Shares have the right to vote with the holders of the common stock on any matters presented to the stockholders at any regular or special meeting of the stockholders of the Company on an “as-converted” basis. The holders of the Series A-1 Stock are also entitled to vote as a class in the event the Company intends to create and/or issue shares of preferred stock that are senior to the Series A-1 Stock or if the Company attempts to amend its Articles of Incorporation to alter or amend the powers, privileges, rights, restrictions or conditions of the Series A-1 Stock.

 

On May 15, 2026, the Series A-1 Preferred Stock was amended to include the right of the holders of the Preferred A-1 Shares to redeem their shares on or after May 15, 2029, at its then current market value.

 

After this amendment, the Company re-assessed the Series A-1 Preferred Stock under ASC 480. Since the shares are redeemable at the option of the preferred stockholders, the shares have been classified as temporary equity on the balance sheet and reported as Redeemable Preferred Stock.

 

As of July 31, 2026, the Company determined the value of the Redeemable Preferred Stock to be the original carrying value of $26,976,800, plus accrued, but unpaid, dividends of $431,323, for a total of $27,408,123.

 

Activity for the nine months ended July 31, 2026 and the year ended October 31, 2025

 

During the three months ended July 31, 2026, the Company issued 382,500 shares of its Series A-1 Convertible Preferred Stock for proceeds of $7,650,000 as part of an ongoing private placement.

 

During the three months ended July 31, 2026, the Company issued 11,931 shares of its Series A-1 Convertible Preferred Stock for conversion of $200,000 of 2022 Series Convertible Notes and accrued interest of $38,603. The Company recognized a loss on extinguishment of debt of $17 in connection with this conversion.

 

During the three months ended July 31, 2026, the Company issued 34,238 shares of its Series A-1 Convertible Preferred Stock for conversion of $405,000 of 2023 Series Convertible Notes and accrued interest of $108,527. The Company recognized a loss on extinguishment of debt of $171,233 in connection with this conversion.

 

During the three months ended July 31, 2026, the Company issued 108,812 shares of its Series A-1 Convertible Preferred Stock for conversion of $1,312,600 of 2023B Series Convertible Notes and accrued interest of $319,557. The Company recognized a loss on extinguishment of debt of $544,123 in connection with this conversion.

 

 

During the three months ended July 31, 2026, the Company issued 682,292 shares of its Series A-1 Convertible Preferred Stock for conversion of $8,187,500 of 2025 Series Senior Secured Convertible Notes. The Company recognized a loss on extinguishment of debt of $5,458,340 in connection with this conversion.