HeartSciences Inc.
For the period ended Oct 31, 2025. Filed Dec 15, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Oct 31, 2025 · Filed Dec 15, 2025
HSCS$2.83+6.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-07-31; filed 2025-09-11.
0001468492-25-000010
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-10-31; filed 2025-12-15.
0001193125-25-319203
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 81 previous paragraphs and 67 current paragraphs.
40 unchanged; 20 reworded; 7 added; 19 removed; 2 previous and 0 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (7)
Current report
HeartSciences is a healthcare information technology company focused on advancing electrocardiography (“ECG” or “EKG”) through artificial intelligence (“AI”). The Company has developed MyoVista Insights™, a cloud-native, vendor- and device-agnostic ECG management platform designed to improve workflow efficiency, streamline data management, and support the deployment of third-party AI-ECG algorithms. MyoVista Insights is classified as a Medical Device Data System (“MDDS”) and is exempt from U.S. Food and Drug Administration (“FDA”) 510(k) requirements. HeartSciences has also developed the MyoVista®wav ECG™ device, which provides conventional ECG functionality and is designed to host AI-ECG algorithms. The Company submitted the MyoVistawav ECG device to the FDA for 510(k) premarket clearance in December 2025 and has licensed or developed additional AI-ECG algorithms that may be submitted for regulatory clearance in the future.
Current report
Version 1 of the MyoVista Insights platform was launched in May 2025 and subsequently updated with Version 1.1. The platform is designed to streamline ECG study organization, enhance waveform analysis, and simplify clinical workflows, enabling more efficient interpretation of ECG data. The Company expects to generate revenues from installation fees, software-as-a-service (“SaaS”) usage fees, and fees associated with AI-ECG algorithms made available through the platform’s AI-ECG marketplace.
Current report
The future success of the MyoVista®wav ECG™ device is dependent on obtaining FDA clearance and the integration of an impaired cardiac relaxation (e’) AI-ECG algorithm under development. Following the publication of updated American Society of Echocardiography (“ASE”) guidelines for the assessment of Left Ventricular Diastolic Dysfunction (“LVDD”), including revised age-based thresholds for cardiac relaxation (e’), the Company elected to separate the FDA submissions for the MyoVistawav ECG device and the impaired cardiac relaxation algorithm. Additional development and validation will be required for the impaired cardiac relaxation algorithm to align with the updated clinical standards.
Current report
The Company will require additional funding to support working capital, continued development and commercialization of MyoVista Insights, and regulatory clearance of the MyoVistawav ECG device and the impaired cardiac relaxation AI-ECG algorithm.
Current report
MyoVista Insights is classified as a Medical Device Data System (“MDDS”) and is exempt from U.S. Food and Drug Administration (“FDA”) 510(k) premarket clearance requirements. In contrast, the MyoVista®wav ECG™ device and related AI-ECG algorithms are regulated as Class II medical devices and are subject to FDA premarket review, generally through the 510(k) premarket notification process or, in certain cases, the De Novo classification process. In December 2025, the Company submitted the MyoVistawav ECG device to the FDA for 510(k) premarket clearance.
Current report
Following the publication of updated guidelines by the American Society of Echocardiography (“ASE”) for the assessment of Left Ventricular Diastolic Dysfunction (“LVDD”), including revised age-based thresholds for cardiac relaxation (e’), the Company determined that additional development and validation will be required for its impaired cardiac relaxation AI-ECG algorithm to align with the updated clinical standards
Current report
On September 16, 2025, we received a letter from Nasdaq informing the Company that the Nasdaq Listing Qualifications staff has confirmed that the Company has regained compliance with the Minimum Stockholders' Equity Requirement, and that the Company is therefore in compliance with Nasdaq's listing requirements. The Company's Common Stock and public warrants continue to be listed on Nasdaq.
Removed paragraphs (19)
Previous report
We are a medical technology company focused on applying AI and innovative software technology to expand and improve ECG’s (also known as an EKG) clinical usefulness. Our objective is to provide modernized ECG software and hardware platforms that will allow ECGs to be far more valuable cardiac screening tools by expanding clinical capabilities to detect a broader range of heart disease using Artificial Intelligence. We are seeking to provide both hardware and software solutions that can be used in almost any care setting worldwide, either via our MyoVista Insights cloud-based ECG management and AI-ECG algorithm hosting platform using one of the millions of ECG devices currently in clinical use or via our proprietary MyoVistawav ECG device. We have been developing a cloud-based platform to modernize ECG management systems that can also host state-of-the-art AI-ECG algorithms on an ECG hardware agnostic basis (the “MyoVista Insights Cloud Platform”). The MyoVistawav ECG, is a resting 12-lead ECG has been developed to host AI-ECG software algorithm(s) designed to make available on-device AI-ECG algorithms as well as conventional ECG information in the same test. We intend to offer a range of software-based AI-ECG algorithms, via each product. The MyoVista Insights Cloud Platform does not require FDA clearance. AI-ECG algorithms to be delivered on MyoVista Insights Cloud Platform or the MyoVistawav ECG device would each require FDA clearance and, as yet, those are not available.
Previous report
The AI-ECG algorithms are intended to provide diagnostic information which has traditionally required cardiac imaging. We believe the combination of a device agnostic cloud platform and MyoVistawav ECG device would allow us to offer AI-ECG s algorithms developed by us or other third parties across a wide range of healthcare settings from large heath systems to frontline or point of care environments such as primary care.
Previous report
Phase 1 of the MyoVista Insights Cloud Platform has been launched, and we expect revenues will come from a combination of install fees and SaaS based usage fees. We expect to adopt a recurring subscription revenues model for AI-ECG algorithms hosted on either the platform or device based on algorithm or device usage including proprietary device based consumable revenue. Our MyoVista Insights Cloud Platform has been designed to provide an algorithm marketplace and host third party AI-ECG algorithms, which increases its clinical value and our speed to market as well as reducing Research and Development ("R&D") costs associated with internal algorithm development.
Previous report
On September 20, 2023, we entered into multiple definitive license agreements (each a “License Agreement” and collectively, the “License Agreements”) with Mount Sinai to commercialize a range of AI-ECG algorithms covering a range of cardiovascular conditions developed by Mount Sinai as well as a memorandum of understanding for ongoing cooperation encompassing de-identified data access, on-going research, and the evaluation of the MyoVistawav ECG device.
Previous report
Our future success is dependent upon receiving FDA clearances for our products and additional funding may be required as part of achieving FDA clearance and thereafter would be required to support the sales launch, provide working capital and support further R&D.
Previous report
We believe that there is currently no low-cost, front-line, medical device that is effective at screening broadly for many types of heart disease. As a result, we believe that frontline physicians face a significant challenge in determining if a patient has heart disease. Although many think of the ECG as the frontline test for heart disease, in 2012, the United States Preventive Services Task Force conducted an evaluation of conventional ECG testing and stated: “There is no good evidence the test, called an ECG, helps doctors predict heart risks any better than traditional considerations such as smoking, blood pressure and cholesterol levels in people with no symptoms.”
Previous report
ECG devices record the electrical signals of a patient’s heart. The ECG is a ubiquitous, relatively low-cost, simple and quick test; it is portable and can be performed in a wide range of clinical settings by a non-specialist clinician or clinical aide. There are three basic categories of heart disease: electrical (such as an arrhythmia), structural (such as valvular disease) and ischemic (such as coronary artery disease, or CAD). Conventional resting ECGs have limited sensitivity in detecting structural and ischemic disease and are typically used for diagnosing cardiac rhythm abnormalities, such as atrial fibrillation, or acute coronary syndrome, such as a myocardial infarction which is also known as a heart attack. However, traditional ECGs have a limited role in identifying cardiac dysfunction associated with structural and ischemic disease.
Previous report
The Company has designed or licensed algorithms designed to help address these limitations and extend the clinical capability of an ECG to detect cardiac dysfunction and other heart disease types. We expect the first AI-ECG algorithm to be submitted for use on the MyoVista Insights Cloud Platform would be for detection of low ejection fraction, or systolic dysfunction, and based on one of those licensed from Mount Sinai.
Previous report
Our first AI-ECG algorithm expected to be hosted on the MyoVistawav ECG device has been designed by the Company and applies AI-machine learning to the signal processed ECG signal to develop a proprietary algorithm designed to detect the echocardiographic measure for impaired cardiac relaxation (e’) (i.e. cardiac dysfunction). In July 2025, the American Society of Echocardiography (“ASE”) released updated guidelines for evaluating Left Ventricular Diastolic Dysfunction (“LVDD”), placing increased emphasis on cardiac relaxation (e’) and now requiring specific age-based threshold adjustments. Although we incorporated age-based measures, previously agreed with the FDA, we expect to update the algorithm to the new ASE published age-based measures prior to FDA submission and also make it available on both the MyoVista Insights Cloud Platform and MyoVistawav ECG device.
Previous report
Previously, we intended to combine, in a single FDA submission, the MyoVistawav ECG and the impaired cardiac relaxation algorithm under two separate two product codes. We now intend to make separate submissions to the FDA for the device and software algorithm which we believe would simplify and speed up the FDA submission and clearance process and allow us to make the algorithm available on both the device and MyoVista Insights Cloud Platform.
Previous report
The editorial comment associated with the study titled “Prediction of Abnormal Myocardial Relaxation from Signal Processed Surface ECG” presented below discusses recent applications of machine learning to data derived from surface 12-lead ECGs in relation to cardiac dysfunction:
Previous report
“These represent some of the most significant advances in electrocardiography since its inception, which has historically had a limited, if any, role in the evaluation of cardiac dysfunction. In the past, our cardiovascular community was resigned to the fact that surface ECGs are poor indicators for cardiac dysfunction.”
Previous report
Khurram Nasir, MD, MPH, MSC, Department of Cardiology, Houston Methodist DeBakey Heart & Vascular Center, Houston, Texas, et. al., Journal of American College of Cardiology Editorial Comment Volume 76 Number 8 2020.
Previous report
Almost all forms of heart disease, including CAD and structural disease, affect heart muscle, or cardiac function prior to symptoms. Impaired cardiac function is first observed as impaired cardiac relaxation which is an early indicator of diastolic dysfunction and usually continues to increase in severity as heart disease progresses. The diastolic phase of the cardiac cycle occurs when the heart muscle relaxes (following contraction). Diastolic dysfunction may also be related to age-related cardiac dysfunction. Low ejection fraction, or systolic dysfunction, is a later stage of cardiac dysfunction and occurs when the heart pumps a reduced level of blood from the ventricles during contraction.
Previous report
If we receive FDA clearances for our product candidates, our main target markets would be frontline healthcare environments in the U.S., to assist physician decision making in the cardiology referral process. Currently, cardiology referral decisions are often based on a patient’s risk factors and/or a conventional ECG test. Accordingly, many patients with heart disease are left undetected while no current treatment or intervention is required for most patients referred for cardiac imaging. We believe that adding the capability to detect a broader range of cardiac conditions to the standard 12-lead resting ECG could help improve cardiac referral pathways and be valuable for patients, physicians, health systems and third-party payors.
Previous report
New Class II devices, such as our products, require FDA premarket review. The MyoVistawav ECG device along with its proprietary software and hardware is classified as a Class II medical device by the FDA. Premarket review and clearance by the FDA for these devices is generally accomplished through the 510(k) premarket notification process or De Novo classification request, or petition process. We previously submitted an FDA De Novo classification request in December 2019 for the MyoVistawav ECG and, following feedback and communications with the FDA during and since that submission, we have been making modifications to our device, including its proprietary algorithm. We were previously planning a revised submission under the De Novo pathway, however, in December 2023 the FDA confirmed that we could submit the MyoVistawav ECG device for clearance under the 510(k) pathway following the grant by the FDA in August 2023 of an industry-first De Novo clearance which created a new Class II product code for cardiovascular machine learning-based notification software. This was in respect of a hypertrophic cardiomyopathy algorithm and in late September 2023, the FDA cleared an algorithm for low ejection fraction (less than 40%) under the 510(k) pathway using this new product code. We finished the patient recruitment and core lab work for our FDA validation study and had been undertaking device and algorithm development testing for a revised FDA submission. Following the release by the American Society of Echocardiography of updated guidelines for evaluating LVDD in July 2025, and new age-based threshold adjustments we now intend to make separate submissions to the FDA for the device and software algorithm. FDA submission of the MyoVistawav ECG device is expected in the calendar 2025.
Previous report
To date we have not yet entered into a discussion with the FDA regarding the first self-developed AI-ECG algorithm for the MyoVista Insights Cloud Platform. We expect that to fall under the 510(k) pathway and are aiming for an FDA submission of a low-ejection fraction algorithm during the first half of calendar 2026.
Previous report
Amendment to the Bylaws
Previous report
On June 27, 2025, in connection with certain recent changes to the Texas Business Organizations Code (“TBOC”) and in light of Texas law, the Board adopted certain amendments to the Company’s Bylaws (the “Bylaw Amendments”) in order to: (i) add a new section to provide for a jury trial waiver for “internal entity claims” as defined in the TBOC; (ii) add a new section to adopt an ownership threshold requiring any shareholder or group of shareholders to hold shares of common stock sufficient to meet an ownership threshold of at least 3% of the Company’s issued and outstanding shares in order to institute or maintain a derivative proceeding; and (iii) make technical revisions to clarify the scope of the exclusive forum provision. The Bylaw Amendments, adopted in accordance with Texas law, became effective on June 27, 2025.
Reworded paragraphs (20)
Previous wording
On May 5, 2025, we submitted to Nasdaq a plan to regain compliance with the Minimum Stockholders’ Equity Requirement. On May 14, 2025, Nasdaq notified us that they granted us an extension of up to 180 calendar days from March 19, 2025, or through September 15, 2025, to regain compliance. The Company intends to take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq. While there can be no assurance that the Company will be able to regain compliance with all applicable Nasdaq continued listing requirements, the Company continues to implement various steps taken to date, and is evaluating its available options, to resolve the deficiency and regain compliance with the Minimum Stockholders’ Equity Requirement as soon as possible by the above referenced deadline.
Current wording
On May 5, 2025, we submitted to Nasdaq a plan to regain compliance with the Minimum Stockholders’ Equity Requirement. On May 14, 2025, Nasdaq notified us that they granted us an extension of up to 180 calendar days from March 19, 2025, or through September 15, 2025, to regain compliance.
Previous wording
In September 2024, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”), with Streeterville Capital, LLC, an accredited investor (“Streeterville”), pursuant to which the Company issued to Streeterville an unsecured note in the original principal amount of $2,510,000 (the “Streeterville Note”). The Streeterville Note carried an OID of $500,000, and $10,000 was reimbursement for Streeterville's transaction expenses. Additionally, the Company incurred debt financing costs of $159,700. As a result, the Company received aggregate net proceeds of approximately $1.9 million in connection with the issuance of the Streeterville Note. As of the date of this Quarterly Report, the Company and Streeterville has exchanged $1,805,000 in aggregate principal for 506,348 shares of the Company's Common Stock and the Company has repaid in cash $450,000 of principal. The issuance of the shares were made pursuant to the exemption from the registration requirements afforded by Section 3(a)(9) of the Securities Act.
Current wording
In September 2024, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”), with Streeterville Capital, LLC, an accredited investor (“Streeterville”), pursuant to which the Company issued to Streeterville an unsecured note in the original principal amount of $2,510,000 (the “Streeterville Note”). The Streeterville Note carried an OID of $500,000, and $10,000 was reimbursement for Streeterville's transaction expenses. Additionally, the Company incurred debt financing costs of $159,700. As a result, the Company received aggregate net proceeds of approximately $1.9 million in connection with the issuance of the Streeterville Note. As of the date of this Quarterly Report, the Company and Streeterville has exchanged $2,060,000 in aggregate principal and $45,000 in accrued interest for 597,578 shares of the Company's Common Stock and the Company has repaid in cash $450,000 of principal. The issuance of the shares were made pursuant to the exemption from the registration requirements afforded by Section 3(a)(9) of the Securities Act.
Previous wording
As of the date of this Quarterly Report, we have issued 1,556,409 Units consisting of shares of Series D Preferred Stock and Warrants to purchase shares of Common Stock for gross proceeds of approximately $5.4 million. As of the date of this Quarterly Report, no Agent Units have been issued and 1,054,549 shares of Series D Preferred Stock have been converted into 1,054,549 shares of Common Stock.
Current wording
As of the date of this Quarterly Report, we have issued 1,912,383 Units consisting of shares of Series D Preferred Stock and Warrants to purchase shares of Common Stock for gross proceeds of approximately $6.7 million. As of the date of this Quarterly Report, no Agent Units have been issued and 1,332,544 shares of Series D Preferred Stock have been converted into 1,332,544 shares of Common Stock.
Previous wording
On August 3, 2025, the Company entered into Amendment No. 3 to the Original EDA (the “Third Amended EDA” and, collectively with the Amendments to the EDA, the “EDA”) with Maxim Group pursuant to which the Company may offer and sell, from time to time, up to $25,000,000 of shares of Common Stock and the parties further agreed that Maxim will be entitled to compensation at a commission rate equal to 4.0% of the gross sales price per share sold pursuant to the EDA up to a maximum of $11,036,310 in gross proceeds to the Company, and 3.0% of the gross sales price per share sold pursuant to the EDA from any gross proceeds to the Company in excess of such amount; provided, however, that in no event will the Company issue or sell through the Sales Agent such number of shares of Common Stock that would cause the Company or the offering of its shares of Common Stock to not satisfy the eligibility and transaction requirements for use of Form S-3 (including General Instruction I.B.6 of Form S-3). As of July 31, 2025, the aggregate market value of the Company’s outstanding shares of Common Stock held by non-affiliates was $14,737,609, which was calculated based on 2,276,253 outstanding shares of Common Stock held by non-affiliates on July 31, 2025 and a price per share of $5.73, which was the closing price of the Common Stock on July 10, 2025 and is the highest closing sale price of Common Stock on the Nasdaq Capital Market within the prior 60 days. Pursuant to General Instruction I.B.6 of Form S-3, in no event will the Company sell the shelf securities in a public primary offering with a value exceeding more than one-third of the aggregate market value of the Company’s voting and non-voting ordinary shares held by non-affiliates in any 12-month period as long as the aggregate market value of the
Current wording
On August 3, 2025, the Company entered into Amendment No. 3 to the Original EDA (the “Third Amended EDA” and, collectively with the Amendments to the EDA, the “EDA”) with Maxim Group pursuant to which the Company may offer and sell, from time to time, up to $25,000,000 of shares of Common Stock and the parties further agreed that Maxim will be entitled to compensation at a commission rate equal to 4.0% of the gross sales price per share sold pursuant to the EDA up to a maximum of $11,036,310 in gross proceeds to the Company, and 3.0% of the gross sales price per share sold pursuant to the EDA from any gross proceeds to the Company in excess of such amount; provided, however, that in no event will the Company issue or sell through the Sales Agent such number of shares of Common Stock that would cause the Company or the offering of its shares of Common Stock to not satisfy the eligibility and transaction requirements for use of Form S-3 (including General Instruction I.B.6 of Form S-3). Pursuant to General Instruction I.B.6 of Form S-3, in no event will the Company sell the shelf securities in a public primary offering with a value exceeding more than one-third of the aggregate market value of the Company’s voting and non-voting ordinary shares held by non-affiliates in any 12-month period as long as the aggregate market value of the Company’s outstanding ordinary shares held by non-affiliates is less than $75 million. During the 12 calendar months prior to, the Company has not sold any shares of Common Stock pursuant to General Instruction I.B.6 of Form S-3.
Previous wording
Our R&D activities primarily consist of clinical, regulatory, engineering and research work associated with our MyoVista wavECG device and MyoVista Insights Cloud Platform. R&D expenses include payroll and personnel-related costs for our R&D, clinical and regulatory personnel, including expenses related to stock-based compensation for such employees, consulting services, clinical trial expenses, regulatory expenses, prototyping and testing. R&D expenses also include costs attributable to clinical trial expenses including clinical trial design, site development and study costs, data, related travel expenses, the cost of products used for clinical activities, internal and external costs associated with regulatory compliance and patent costs. We have expensed R&D costs as they have been incurred.
Current wording
Our R&D activities primarily consist of clinical, regulatory, engineering and research work associated with our MyoVistawav ECG device and MyoVista Insights platform. R&D expenses include payroll and personnel-related costs for our R&D, clinical and regulatory personnel, including expenses related to stock-based compensation for such employees, consulting services, clinical trial expenses, regulatory expenses, prototyping and testing. R&D expenses also include costs attributable to clinical trial expenses including clinical trial design, site development and study costs, data, related travel expenses, the cost of products used for clinical activities, internal and external costs associated with regulatory compliance and patent costs. We have expensed R&D costs as they have been incurred.
Previous wording
Summary of Statements of Operations for the three months ended July 31, 2025 compared with the three months ended July 31, 2024:
Current wording
Summary of Statements of Operations for the three and six months ended October 31, 2025 compared with the three and six months ended October 31, 2024:
Previous wording
Revenues were $2,000 and cost of sales were $1,000 for the three months ended July 31, 2025. Our revenues in the fiscal years have been mainly generated from suppliers in the establishment of distributor relationships outside the United States as part of obtaining feedback during product development and improvement of the MyoVistawav ECG.
Current wording
Revenues were $2,000 and $4,000, and cost of sales were $1,000 and $2,000 for the three and six months ended October 31, 2025 and there were no revenues for the three and six months ended October 31, 2024. Our revenues in the fiscal years have been mainly generated from suppliers in the establishment of distributor relationships outside the United States as part of obtaining feedback during product development and improvement of the MyoVistawav ECG.
Previous wording
Research and development expenses were $997,000 for the three months ended July 31, 2025, representing a decrease of $228,000, or 19% when compared to the same periods in 2024. The decrease is primarily due to reduced cloud consulting costs as we have completed phase 1 of our MyoVista Insights Cloud Platform providing an initial functioning platform as a basis for FDA submission and clearance contemporaneous with our first cloud-based AI-ECG algorithm.
Current wording
Research and development expenses were $0.7 million and $1.7 million for the three and six months ended October 31, 2025, representing a decrease of $473,000, or 39%, and a decrease of $0.7 million, or 29%, when compared to the same periods in 2024. The decrease is primarily due to reduced cloud consulting costs as we have completed phase 1 of our MyoVista Insights platform and lower costs due to capitalization of software costs associated with the MyoVista Insights platform.
Previous wording
Selling, general, and administrative expenses were approximately $878,000 for the three months ended July 31, 2025, representing an increase of $27,000, or 3% when compared to the same periods in 2024. The increase is primarily due to approximately $100,000 increase in stock compensation expense during the quarter ended July 31, 2025, offset by reductions in marketing costs, professional fees related to the Reverse Stock Split, and patent costs in an aggregate amount of approximately $81,000.
Current wording
Selling, general, and administrative expenses were approximately $1.3 million and $2.2 million for the three and six months ended October 31, 2025, representing an increase of $562,000, or 71%, and an increase of $589,000, or 36%, when compared to the same periods in 2024. The increase is primarily due to approximately $484,000 increase in stock compensation expense and $70,000 in compensation expense related to personnel and hiring expenses during the quarter ended October 31, 2025, offset by reductions in marketing costs, professional fees related to the Reverse Stock Split, and patent costs in an aggregate amount of approximately $91,000.
Previous wording
Interest expense was $184,000 for the three months ended July 31, 2025, representing an increase of $161,000 or 715% when compared to the same periods in 2024. Interest expense in Fiscal 2025 is related to interest on the FRV Note and interest and debt service amortization on the Streeterville Note.
Current wording
Interest expense was $280,000 and $463,000 for the three and six months ended October 31, 2025, representing an increase of $162,000, or 137%, and an increase of $323,000, or 231%, when compared to the same periods in 2024. Interest expense in Fiscal 2025 is related to interest on the FRV Note and interest and debt service amortization on the Streeterville Note. During the quarter ended October 31, 2025, the outstanding principal balance of the Streeterville Note has been repaid in full and as a result, the Company wrote off the remaining balance of unamortized OID and debt issuance costs of approximately $264,000 to interest expense.
Previous wording
Other income of $3,000 during the three months ended July 31, 2025 is related to interest earned on our cash balances.
Current wording
Other income of $2,000 and $5,000 during the three and six months ended October 31, 2025 is related to interest earned on our cash balances.
Previous wording
We have incurred losses each year since inception and have experienced negative cash flows from operations in each year since inception. We incurred a net loss of $2.1 million for the period ended July 31, 2025. As of July 31, 2025, we had an accumulated deficit of $78.2 million and stockholder's equity of $3.1 million and working capital of $1.4 million.
Current wording
We have incurred losses each year since inception and have experienced negative cash flows from operations in each year since inception. We incurred a net loss of $4.4 million for the period ended October 31, 2025. As of October 31, 2025, we had an accumulated deficit of $80.5 million and stockholder's equity of $4.2 million and working capital of $2.2 million.
Previous wording
Stock. The Units will be sold at an offering price of $3.50 per Unit, for a maximum offering amount of $15.0 million worth of units. During the three months ended July 31, 2025, the Company issued 1,317,689 Units for gross proceeds of approximately $4.6 million. Subsequent to July 31, 2025, the Company issued 238,720 Units for gross proceeds of approximately $0.8 million, and there was approximately $9.6 million available for issuance as of the financial statement issuance date. We expect any proceeds received from the offering will be used for working capital and general corporate purposes.
Current wording
On March 10, 2025, the Company commenced an offering on a "best efforts" basis for a maximum of up to 4,285,714 Units. Each Unit (each a "Unit" and collectively the “Units”) consists of one (1) share of Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”), and one (1) warrant the (“Warrants”), each to purchase one (1) share of the Company's Common Stock. The Units will be sold at an offering price of $3.50 per Unit, for a maximum offering amount of $15.0 million worth of units. During the six months ended October 31, 2025, the Company issued 1,912,383 Units for gross proceeds of approximately $6.7 million. There was approximately $8.3 million available for issuance as of the financial statement issuance date. We expect any proceeds received from the offering will be used for working capital and general corporate purposes.
Previous wording
In September 2023, the Company entered into an Equity Distribution Agreement (“EDA”) with an institutional investor, pursuant to which the Company may offer and sell an aggregate of up to $3.25 million of its shares of Common Stock in At-the-Market offerings (“ATM Facility”). In November 2023, the EDA was further amended increasing the aggregate amount of Common Stock that may be sold under the ATM Facility to up to $15.0 million, and further amended again in August 2025, increasing the aggregate amount of Common Stock that may be sold under the ATM Facility from to up to $25.0 million. The Company is eligible to sell up to $14.7 million worth of shares of Common Stock as the aggregate market value of the Company's shares of Common Stock eligible for sale under the EDA is subject to limitations of General Instruction I.B.6 of Form S-3 until such time that the Company's public float equals or exceeds $75.0 million. In the event the aggregate market value of the Company’s outstanding Common Stock held by non-affiliates equals or exceeds $75.0 million, then the one-third limitation on sales set forth in General Instruction I.B.6 of Form S-3 shall not apply to additional sales made pursuant to the EDA. There were no shares issued under the ATM during the three months ended July 31, 2025, and there was approximately $4.3 million available for issuance as of the financial statement issuance date. We expect any proceeds received from the ATM Facility will be used for working capital and general corporate purposes.
Current wording
In September 2023, the Company entered into an Equity Distribution Agreement (“EDA”) with an institutional investor, pursuant to which the Company may offer and sell an aggregate of up to $3.25 million of its shares of Common Stock in At-the-Market offerings (“ATM Facility”). In November 2023, the EDA was further amended increasing the aggregate amount of Common Stock that may be sold under the ATM Facility to up to $15.0 million, and further amended again in August 2025, increasing the aggregate amount of Common Stock that may be sold under the ATM Facility from to up to $25.0 million. The Company is eligible to sell up to $14.7 million worth of shares of Common Stock as the aggregate market value of the Company's shares of Common Stock eligible for sale under the EDA is subject to limitations of General Instruction I.B.6 of Form S-3 until such time that the Company's public float equals or exceeds $75.0 million. In the event the aggregate market value of the Company’s outstanding Common Stock held by non-affiliates equals or exceeds $75.0 million, then the one-third limitation on sales set forth in General Instruction I.B.6 of Form S-3 shall not apply to additional sales made pursuant to the EDA. During the six months ended October 31, 2025, the Company issued and sold 48,858 shares under the ATM Facility for net proceeds of approximately $0.2 million. There was approximately $4.2 million available for issuance as of the financial statement issuance date. We expect any proceeds received from the ATM Facility will be used for working capital and general corporate purposes.
Previous wording
In March 2023, the Company entered into a purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”) providing for the purchase, from time to time at the Company’s discretion, of up to $15.0 million of the Company’s Common Stock, over the thirty-six (36) month term of the purchase agreement (“Equity Line”). There were no shares issued under the equity line during the three months ended July 31, 2025. As of the date of this Quarterly Report, the Company has issued and sold an aggregate 253,617 shares of Common Stock, including 1,625 commitment shares, under the Equity Line receiving gross proceeds of approximately $2.2 million and there was approximately $12.8 million available for issuance under the Equity Line. We expect any proceeds received from the Equity Line will be used for working capital and general corporate purposes.
Current wording
In March 2023, the Company entered into a purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”) providing for the purchase, from time to time at the Company’s discretion, of up to $15.0 million of the Company’s Common Stock, over the thirty-six (36) month term of the purchase agreement (“Equity Line”). There were no shares issued under the equity line during the six months ended October 31, 2025. As of the date of this Quarterly Report, the Company has issued and sold an aggregate 253,617 shares of Common Stock, including 1,625 commitment shares, under the Equity Line receiving gross proceeds of approximately $2.2 million and there was approximately $12.8 million available for issuance under the Equity Line. We expect any proceeds received from the Equity Line will be used for working capital and general corporate purposes.
Previous wording
Since our inception, we have raised capital through the public and private sale of debt and equity. As of July 31, 2025, we had cash and cash equivalents balance of approximately $2.8 million, an increase of $1.7 million from $1.1 million as of April 30, 2025.
Current wording
Since our inception, we have raised capital through the public and private sale of debt and equity. As of October 31, 2025, we had cash and cash equivalents balance of approximately $2.0 million, an increase of $0.9 million from $1.1 million as of April 30, 2025.
Previous wording
Net cash used by our operating activities of $2.0 million during the three months ended July 31, 2024 is primarily due to our net loss of $2.1 million, plus $98,000 in non-cash expenses less $65,000 of net changes in operating assets and liabilities.
Current wording
Net cash used by our operating activities of $4.3 million during the six months ended October 31, 2025 is primarily due to our net loss of $4.4 million, plus $1.1 million in non-cash expenses less $961,000 of net changes in operating assets and liabilities.
Previous wording
Net cash used by our operating activities of $1.9 million during the three months ended July 31, 2025 is primarily due to our net loss of $2.1 million, plus $316,000 in non-cash expenses less $215,000 of net changes in operating assets and liabilities.
Current wording
Net cash used by our operating activities of $4.2 million during the six months ended October 31, 2024 is primarily due to our net loss of $4.1 million, plus $243,000 in non-cash expenses less $311,000 of net changes in operating assets and liabilities.
Previous wording
Net cash provided by financing activities of $3.6 million during the three months ended July 31, 2025 is primarily from the issuance of Series D Preferred Stock and warrants.
Current wording
Net cash provided by financing activities of $5.2 million during the six months ended October 31, 2025 is primarily from the issuance of Series D Preferred Stock and warrants.
Previous wording
Net cash provided by financing activities of $0.6 million during the three months ended July 31, 2024 is primarily from the issuance of Common Stock under the Equity Line and the ATM Facility.
Current wording
Net cash provided by financing activities of $2.4 million during the six months ended October 31, 2024 is primarily from the issuance of Common Stock under the Equity Line, ATM Facility, and net proceeds from the Streeterville Note.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Company’s outstanding ordinary shares held by non-affiliates is less than $75 million. During the 12 calendar months prior to, the Company has not sold any shares of Common Stock pursuant to General Instruction I.B.6 of Form S-3.
Previous report — wording carried elsewhere
On March 10, 2025, the Company commenced an offering on a "best efforts" basis for a maximum of up to 4,285,714 Units. Each Unit (each a "Unit" and collectively the “Units”) consists of one (1) share of Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Stock”), and one (1) warrant the (“Warrants”), each to purchase one (1) share of the Company's Common