EQUITY PURCHASE AGREEMENT	12 Months Ended
Apr. 30, 2026
Equity Purchase Agreement
EQUITY PURCHASE AGREEMENT	NOTE 16 – EQUITY PURCHASE AGREEMENT On February 25, 2026, we entered into an Equity Purchase Agreement (the *“Purchase Agreement”) with Monroe Street Capital Partners, LP, a Delaware limited partnership (“Monroe Street”), under which Monroe Street is committed to purchase up to $30 million of the Company’s Common Stock. Pursuant to the Purchase Agreement, the Company has the right, in its sole discretion, subject to the conditions and limitations contained therein, to direct Monroe Street, by delivery of a put notice (a “Put Notice”) to Monroe Street specifying the number of shares of Common Stock (the “Put Shares”) to be purchased by Monroe Street. Each put (a “Put”) is subject to a minimum of $25,000 and a maximum of the lesser of $500,000 or 200% of the Average Daily Trading Value during the seven Trading Days immediately preceding the relevant put date. The Purchase Price per share for each Put is the lesser of (a) 80% of the lowest traded price of the Company’s Common Stock on its Principal Market on the Trading Day immediately preceding the respective Put Date or (b) 80% of the lowest traded price of the Company’s Common Stock on its Principal Market on any Trading Day during the Valuation Period, with payment of the Investment Amount (Purchase Price minus Clearing Costs) due on specified weekly Payment Dates. Following the Company’s delivery of a Put Notice to Monroe Street, the Company generally may not deliver a subsequent Put Notice during the period beginning on the date of the prior Put Notice and continuing through the date that is five (5) Trading Days following the Clearing Date associated with the prior Put Notice (the “Cooldown Period”). The Cooldown Period will not apply, however, if (i) the Put Shares subject to the immediately prior Put Notice have been delivered to Monroe Street and (ii) the trading volume of the Common Stock during regular trading hours on any Trading Day during the Cooldown Period exceeds 300% of the total Put Shares included in the immediately prior Put Notice. In addition to the 15,000 Initial Commitment Shares issued to Monroe Street at signing, the Purchase Agreement provides that, each time the aggregate gross proceeds received by us under the Purchase Agreement increase by $2,500,000 (each a “Trigger Event”), the Company will issue Monroe Street an additional number of shares of Common Stock equal to 15,000 divided by the lowest VWAP of the Common Stock during the five Trading Days immediately preceding the relevant Trigger Event (collectively, the “Fulfillment Commitment Shares”*). If the full $30,000,000 Maximum Commitment Amount is drawn, twelve (12) Trigger Events will occur, resulting in the issuance of up to 360,000 Fulfillment Commitment Shares in the aggregate. In addition to the conditions described above, the Purchase Agreement provides that the Company may not deliver a Put Notice, and Monroe Street is not obligated to purchase Put Shares, unless: (i) the Company’s Common Stock is “DWAC Eligible” and not subject to a “DTC chill”; (ii) the lowest traded price of the Company’s Common Stock during the ten (10) Trading Days immediately preceding the respective Put Date exceeds $0.0005 per share; (iii) the Company has reserved a sufficient number of authorized but unissued shares of Common Stock for its obligations under the Purchase Agreement; (iv) the Company is current in its SEC reporting obligations; (v) the issuance of the Put Shares would not violate the shareholder-approval requirements of its principal trading market; and (vi) the Company has delivered an executive officer’s closing certificate confirming the foregoing. During the eighteen (18) months following the date of the Purchase Agreement (or, if longer, while the Purchase Agreement remains in effect), the Company may not, without the prior written consent of Monroe Street, enter into any other “equity line of credit” financing. So long as the Purchase Agreement remains in effect, the Company may not, without the prior written consent of Monroe Street, enter into any “variable rate transaction” (generally, any transaction in which we issue securities convertible at, or exercisable at, a price that varies with, or that may be reset by reference to, the trading price of the Common Stock after issuance). If we fail to cause our transfer agent to deliver the Put Shares to Monroe Street on a timely basis and Monroe Street is required to purchase shares of Common Stock in the open market (or its broker otherwise purchases shares) to cover a related sale of shares that Monroe Street anticipated receiving under the Purchase Agreement (a “Buy-In”), we are required to pay Monroe Street in cash, within one business day, the excess of (a) Monroe Street’s total purchase price for the cover shares (including brokerage commissions) over (b) the aggregate sale price of the related Put Shares that Monroe Street had committed to sell, in addition to any other remedies available to Monroe Street. At the signing of the Purchases Agreement, the Company paid $8,000 to Monroe Street’s legal counsel as reimbursement for Monroe Street’s expenses incurred in connection with the preparation of the Purchase Agreement, and the Company is responsible for all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of Put Shares and Commitment Shares to Monroe Street. The Purchase Agreement is governed by, and construed in accordance with, the laws of the State of Delaware. The Purchase Agreement requires the parties to submit all claims arising under the Purchase Agreement (and certain related agreements) to binding arbitration in New Castle County, Delaware. The parties have consented to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware for any litigation that may be brought outside the arbitration process, and have waived trial by jury.

On February 25, 2026, we entered into an Equity Purchase Agreement (the “Purchase Agreement”) with Monroe Street Capital Partners, LP, a Delaware limited partnership (“Monroe Street”), under which Monroe Street is committed to purchase up to $30 million of the Company’s Common Stock. Pursuant to the Purchase Agreement, the Company has the right, in its sole discretion, subject to the conditions and limitations contained therein, to direct Monroe Street, by delivery of a put notice (a “Put Notice”) to Monroe Street specifying the number of shares of Common Stock (the “Put Shares”) to be purchased by Monroe Street. Each put (a “Put”) is subject to a minimum of $25,000 and a maximum of the lesser of $500,000 or 200% of the Average Daily Trading Value during the seven Trading Days immediately preceding the relevant put date. The Purchase Price per share for each Put is the lesser of (a) 80% of the lowest traded price of the Company’s Common Stock on its Principal Market on the Trading Day immediately preceding the respective Put Date or (b) 80% of the lowest traded price of the Company’s Common Stock on its Principal Market on any Trading Day during the Valuation Period, with payment of the Investment Amount (Purchase Price minus Clearing Costs) due on specified weekly Payment Dates.

Following the Company’s delivery of a Put Notice to Monroe Street, the Company generally may not deliver a subsequent Put Notice during the period beginning on the date of the prior Put Notice and continuing through the date that is five (5) Trading Days following the Clearing Date associated with the prior Put Notice (the “Cooldown Period”). The Cooldown Period will not apply, however, if (i) the Put Shares subject to the immediately prior Put Notice have been delivered to Monroe Street and (ii) the trading volume of the Common Stock during regular trading hours on any Trading Day during the Cooldown Period exceeds 300% of the total Put Shares included in the immediately prior Put Notice.

In addition to the 15,000 Initial Commitment Shares issued to Monroe Street at signing, the Purchase Agreement provides that, each time the aggregate gross proceeds received by us under the Purchase Agreement increase by $2,500,000 (each a “Trigger Event”), the Company will issue Monroe Street an additional number of shares of Common Stock equal to 15,000 divided by the lowest VWAP of the Common Stock during the five Trading Days immediately preceding the relevant Trigger Event (collectively, the “Fulfillment Commitment Shares”). If the full $30,000,000 Maximum Commitment Amount is drawn, twelve (12) Trigger Events will occur, resulting in the issuance of up to 360,000 Fulfillment Commitment Shares in the aggregate.

In addition to the conditions described above, the Purchase Agreement provides that the Company may not deliver a Put Notice, and Monroe Street is not obligated to purchase Put Shares, unless: (i) the Company’s Common Stock is “DWAC Eligible” and not subject to a “DTC chill”; (ii) the lowest traded price of the Company’s Common Stock during the ten (10) Trading Days immediately preceding the respective Put Date exceeds $0.0005 per share; (iii) the Company has reserved a sufficient number of authorized but unissued shares of Common Stock for its obligations under the Purchase Agreement; (iv) the Company is current in its SEC reporting obligations; (v) the issuance of the Put Shares would not violate the shareholder-approval requirements of its principal trading market; and (vi) the Company has delivered an executive officer’s closing certificate confirming the foregoing.

During the eighteen (18) months following the date of the Purchase Agreement (or, if longer, while the Purchase Agreement remains in effect), the Company may not, without the prior written consent of Monroe Street, enter into any other “equity line of credit” financing. So long as the Purchase Agreement remains in effect, the Company may not, without the prior written consent of Monroe Street, enter into any “variable rate transaction” (generally, any transaction in which we issue securities convertible at, or exercisable at, a price that varies with, or that may be reset by reference to, the trading price of the Common Stock after issuance).

If we fail to cause our transfer agent to deliver the Put Shares to Monroe Street on a timely basis and Monroe Street is required to purchase shares of Common Stock in the open market (or its broker otherwise purchases shares) to cover a related sale of shares that Monroe Street anticipated receiving under the Purchase Agreement (a “Buy-In”), we are required to pay Monroe Street in cash, within one business day, the excess of (a) Monroe Street’s total purchase price for the cover shares (including brokerage commissions) over (b) the aggregate sale price of the related Put Shares that Monroe Street had committed to sell, in addition to any other remedies available to Monroe Street.

At the signing of the Purchases Agreement, the Company paid $8,000 to Monroe Street’s legal counsel as reimbursement for Monroe Street’s expenses incurred in connection with the preparation of the Purchase Agreement, and the Company is responsible for all transfer agent fees, stamp taxes and other taxes and duties levied in connection with the delivery of Put Shares and Commitment Shares to Monroe Street.

The Purchase Agreement is governed by, and construed in accordance with, the laws of the State of Delaware. The Purchase Agreement requires the parties to submit all claims arising under the Purchase Agreement (and certain related agreements) to binding arbitration in New Castle County, Delaware. The parties have consented to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware for any litigation that may be brought outside the arbitration process, and have waived trial by jury.