STOCKHOLDERS’ DEFICIT |
3 Months Ended | |||||||||||||||||||||||||
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Aug. 31, 2026 | ||||||||||||||||||||||||||
| Equity [Abstract] | ||||||||||||||||||||||||||
| STOCKHOLDERS’ DEFICIT | NOTE 10 – STOCKHOLDERS’ DEFICIT
Share Based Compensation
The Company made no option grants in the three months ended August 31, 2026 and 2025.
The Company granted options for the purchase of 9,725,000 shares of the Company’s common stock at a price of $0.28 per share during the second quarter of fiscal year 2026 ended November 2025. Options to purchase common stock totaling 7,475,000 vested immediately on the grant date, options to purchase 1,000,000 shares of common stock vest monthly over three years and the final 1,250,000 options to purchase shares of common stock contingently vest upon achieving certain requirements. The Company recorded share-based compensation for stock option grants totaling $22,904 in general, selling and administrative expense during the three months ended August 31, 2026.
The Black-Scholes option pricing model is used to estimate the fair value of options granted under our stock incentive plan.
The risk-free interest rate is based upon the U.S. Treasury interest rate in effect at the time of grant for a bond with a similar term. The Company does not anticipate declaring dividends in the foreseeable future. Volatility is estimated based on the historical share prices over the same period as the expected life of the stock options. The Company uses the simplified method for determining the expected term of its stock options.
Restricted Stock
During the first fiscal quarter of 2027 ended August 31, 2026, the Company issued 1,001,000 shares to various accredited investors who deposited $500,500 with the Company. These shares were issued after stock purchase agreements were executed and funds received.
On June 20, 2026, 250,000 shares of restricted common stock were issued to a financial advisor for services rendered and were recorded at a fair value of $215,000 based on the closing stock price.
During the fourth fiscal quarter ended May 31, 2026, the Company entered stock purchase agreements with various accredited investors and received $2,238,615 in cash or debt exchange for the issuance of 4,477,231 shares of common stock at $0.50 per share. A financial advisory firm received 416,667 shares of common stock for services rendered worth $100,000.
During the third fiscal quarter of 2026, the Company issued 290,697 shares of common stock to an accredited investor at $0.43 per share who deposited $125,000 with the Company and also sold 232,558 shares of common stock to another accredited investor at $0.43 per share who deposited $100,000 with the Company. As of February 28, 2026, issuance of the second share sale was pending until the applicable stock purchase agreement was executed.
During the second fiscal quarter of 2026, the Company issued 2,464,650 shares of common stock to accredited investors at $0.43 per share who deposited $1,059,800 with the Company.
During the first fiscal quarter of 2026, the Company issued 116,279 shares of common stock to an accredited investor who deposited $50,000 with the Company on September 5, 2024. These shares were issued in June 2025 after the applicable stock purchase agreement was executed.
There were no finder’s fees related to the sales of the shares. The sale of the shares were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act.
Warrants
During the fourth fiscal quarter of 2026, the Company issued warrants to purchase 308,139 shares of its common stock at a weighted average exercise price of $0.83 per share, associated with public relations and fundraising services. The grant date fair value of the issued stock warrants issued during the quarter ending May 31, 2026 totaled $206,870. The Black Scholes option pricing model was used to estimate the fair value of the warrants granted. The weighted average assumptions used in calculating the estimated fair value included a 3.69% risk free interest rate, a 0% expected dividend yield, a 148% expected volatility and a 4.4-year expected life.
During the second fiscal quarter of 2026, the Company issued warrants to purchase 85,700 shares of its common stock at $0.43 per share, associated with the sale of $85,700 in principal amount of Subordinated Promissory Notes The grant date fair value of the issued stock warrants issued during the quarter ending November 30, 2025 totaled $25,034. The Black Scholes option pricing model was used to estimate the fair value of the warrants granted. The weighted average assumptions used in calculating the estimated fair value included a 3.54% risk free interest rate, a 0% expected dividend yield, a 129% expected volatility and a 2-year expected life.
During the first fiscal quarter of 2026, the Company issued warrants to purchase 1,189,300 shares of its common stock, at $0.43 per share, associated with the sale of $1,189,300 in principal amount of Subordinated Promissory Notes. The grant date fair value of the issued stock warrants during the quarter ending August 31, 2025 totaled $220,340. The Black Scholes option pricing model was used to estimate the fair value of the warrants granted. The weighted average assumptions used in calculating the estimated fair value included a 3.95% risk free interest rate, a 0% expected dividend yield, a 142% expected volatility and a 2-year expected life.
During the quarter ended May 31, 2026, warrants to purchase 1,475,000 shares of common stock were exercised at a $0.43 exercise price per share.
At the end of the fiscal quarter ending August 31, 2026, the Company had 1,569,009 outstanding warrants to purchase common stock at a weighted average exercise price of $0.24 per share. The remaining outstanding warrants were issued during fiscal year ending May 31, 2024 and during the fourth quarter ending May 31, 2026. |
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