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STOCKHOLDERS’ EQUITY
 9 Months Ended
Jul. 31, 2026
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 9– STOCKHOLDERS’ EQUITY

 

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. Please see Note 8 for more information on the Series A-1 Convertible Preferred.

 

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

 

During the three months ended April 30, 2026, the Company issued 5,000 shares of its Series A-1 Convertible Preferred Stock for proceeds of $100,000 as part of an ongoing private placement.

 

During the three months ended April 30, 2026, the Company issued 39,065 shares of its Series A-1 Convertible Preferred Stock for conversion of $468,750 of 2024 Series Senior Secured Convertible Notes as part of an ongoing private placement. The Company recognized a loss on extinguishment of debt of $312,550 in connection with this conversion.

 

During the three months ended January 31, 2026, the Company issued 50,000 shares of its Series A-1 Convertible Preferred Stock for proceeds of $1 million as part of an ongoing private placement.

 

During the year ended October 31, 2025, the Company issued 35,000 shares of its Series A-1 Convertible Preferred Stock for proceeds of $700,000 as part of an ongoing private placement.

 

As of May 15, 2026, the Company reclassified 129,065 shares of its Series A-1 Convertible Preferred Stock, with a value of $2,581,300 to Redeemable Preferred Stock.

 

Common Stock

 

As of July 31, 2026, the Company had authorized 19,230,770 shares of $0.001 par value common stock. As of July 31, 2026 and October 31, 2025, 4,517,651, and 4,460,535 shares were issued and outstanding, respectively.

 

Effective January 5, 2026, an option holder exercised their right to complete a cashless exercise exchanging 84,615 options for 57,116 shares of common stock.

 

There were no grants of common shares or exercise of options during the year ended October 31, 2025.

 

 

Stock-Based Compensation

 

There were no grants of stock purchase options during the nine months ended July 31, 2026 or 2025.

 

The table below presents option activity for the nine months ended July 31, 2026 and the year ended October 31, 2025:

 

  

Number of

Shares

  

Weighted Average

Exercise Price

per Share

  

Weighted Average

Remaining Contractual

Life (in years)

  

Aggregate

intrinsic value

 
Balance at October 31, 2024   1,112,923   $10.84    5.64   $1,560,431 
Options exercised   -    -    -    - 
Options granted   -    -    -    - 
Options expired   -    -    -    - 
Options forfeited   -    -    -    - 
Balance at October 31, 2025   1,112,923    10.84    4.64    501,923 
Options exercised   (84,615)   1.30    -    - 
Options granted   -    -    -    - 
Options expired   -    -    -    - 
Options forfeited   -    -    -    - 
Balance at July 31, 2026   1,028,308   $11.62    4.07   $375,000 

 

Stock based compensation expense related to options for the three and nine months ended July 31, 2026 and 2025 amounted to $256,420 and $788,671, and $285,070 and $1,016,038, respectively. As of July 31, 2026 and October 31, 2025, 1,016,385 and 1,058,692 options were exercisable, respectively. Unrecognized compensation expense related to outstanding options amounted to $4,232 and $792,903 as of July 31, 2026 and October 31, 2025, respectively.

 

Warrants

 

Activity for the nine months ended July 31, 2026

 

During the nine months ended July 31, 2026 the Company issued 24,924 warrants with an exercise price of $16.25 in connection with the conversion of 2023 Series Convertible Notes.

 

During the nine months ended July 31, 2026 the Company issued 80,776 warrants with an exercise price of $16.25 in connection with the conversion of 2023B Series Convertible Notes.

 

During the nine months ended July 31, 2026 the Company issued 117,188 warrants with an exercise price of $4.00 in connection with the conversion of 2024 Senior Secured Convertible Notes.

 

During the nine months ended July 31, 2026 the Company issued 2,046,875 warrants with an exercise price of $4.00 in connection with the conversion of 2025 Senior Secured Convertible Notes.

 

Activity for the year ended October 31, 2025

 

Effective November 16, 2024, the Company granted 180,000 pre-funded warrants with an exercise price of $0.001 to the majority holder of the 2024 Senior Secured Convertible Notes for a fair value of $990,000.

 

On January 27, 2025, the Company granted 96,000 pre-funded warrants with an exercise price of $0.001 to a consultant to the Company for consulting services provided for a fair value of $528,000.

 

A & B Warrants

 

A summary of the Company’s common stock underlying its outstanding A and B warrants as of July 31, 2026 and October 31, 2025 is as follows:

 

  

Underlying

Number of Shares

  

Average

Exercise Price

  

Weighted

Average Life

 
Outstanding – October 31, 2024   261,650   $26.00    1.31 
Warrants A – Granted during the period   -    -    - 
Warrants B – Granted during the period   -    -    - 
Warrants A – Expired during the period   (78,846)   26.00    - 
Warrants B – Expired during the period   -    -    - 
Outstanding – October 31, 2025   182,804    26.00    0.70 
Warrants A – Granted during the period   -    -    - 
Warrants B – Granted during the period   -     -    - 
Warrants A – Expired during the period   -    -    - 
Warrants B – Expired during the period   (113,846)   -    - 
Outstanding – July 31, 2026   68,958   $26.00    0.11 

 

 

Pre-Funded Warrants

 

A summary of the Company’s common stock underlying its outstanding pre-funded warrants as of July 31, 2026 and October 31, 2025 is as follows:

 

  

Underlying

Number of Shares

  

Average

Exercise Price

  

Weighted

Average Life

 
Outstanding – October 31, 2024   1,107,500   $0.001    N/A 
Pre-Funded Warrants – Granted during the period   276,000    0.001    N/A 
Pre-Funded Warrants – Exercised during the period   -    -    - 
Pre-Funded Warrants – Expired during the period   -    -    - 
Outstanding – October 31, 2025   1,383,500    0.001    N/A 
Pre-Funded Warrants – Granted during the period   -    -    - 
Pre-Funded Warrants – Exercised during the period   -    -    - 
Pre-Funded Warrants – Expired during the period   -    -    - 
Outstanding – July 31, 2026   1,383,500   $0.001    N/A 

 

These warrants have been included in the calculation of shares of common stock outstanding for the purposes of basic earnings per share.

 

Other Warrants

 

A summary of the Company’s common stock underlying other warrants as of July 31, 2026 and October 31, 2025 is as follows:

 

  

Underlying

Number of Shares

  

Average

Exercise Price

  

Weighted

Average Life

 
Outstanding – October 31, 2024   -   $-    N/A 
Warrants – Issued during the period   -    -    N/A 
Warrants – Exercised during the period   -    -    - 
Warrants – Expired during the period   -    -    - 
Outstanding – October 31, 2025   -    -    N/A 
Warrants – Issued during the period   2,269,763    4.57    N/A 
Warrants – Exercised during the period   -    -    - 
Warrants – Expired during the period   -    -    - 
Outstanding – July 31, 2026   2,269,763   $4.57    N/A