PharmaCyte Biotech, Inc.

Previous wording

The Certificate of Designations includes certain Triggering Events (as defined in the Certificate of Designations), including, among other things, the failure to file and maintain an effective registration statement covering the sale of the holder’s securities registrable pursuant to a registration rights agreement entered into by us and the Investors simultaneously with the Purchase Agreement and our failure to pay any amounts due to the holders of the Preferred Shares when due. In connection with a Triggering Event, each holder of Preferred Shares will be able to require us to redeem in cash any or all of the holder’s Preferred Shares at a premium set forth in the Certificate of Designations.

Current wording

The Series C Certificate of Designations includes certain Triggering Events (as defined in the Series C Certificate of Designations), including, among other things, our failure to pay any amounts due to the holders of the Series C Preferred Stock when due. In connection with a Triggering Event, each holder of Series C Preferred Stock will be able to require us to redeem in cash any or all of the holder’s Series C Preferred Stock at a premium set forth in the Series C Certificate of Designations.

Previous wording

On November 14, 2023, we entered into a securities purchase agreement (the “Femasys Purchase Agreement”) with Femasys Inc. (“Femasys”), pursuant to which we purchased from Femasys (i) senior unsecured convertible notes (the “Notes”) in an aggregate principal amount of $5,000,000, convertible into shares of Femasys common stock, par value $0.001 per share (the “Femasys Shares”) at a conversion price of $1.18 per share, (ii) Series A Warrants (the “Series A Warrants”) to purchase up to an aggregate of 4,237,288 Femasys Shares at an exercise price of $1.18 per share, and (iii) Series B Warrants (the “Series B Warrants” and, together with the Series A Warrants, the “Femasys Warrants”) to purchase up to an aggregate of 4,237,288 Femasys Shares at an exercise price of $1.475 per share (collectively, the “Femasys Transaction”).

Current wording

In June 2026, Femasys completed a 20 to 1 reverse stock split. All amounts presented below are on a pre-split basis. On November 14, 2023, we entered into a securities purchase agreement (the “Femasys Purchase Agreement”) with Femasys Inc. (“Femasys”), pursuant to which we purchased from Femasys (i) senior unsecured convertible notes (the “Notes”) in an aggregate principal amount of $5,000,000, convertible into shares of Femasys common stock, par value $0.001 per share (the “Femasys Shares”) at a conversion price of $1.18 per share, (ii) Series A Warrants (the “Series A Warrants”) to purchase up to an aggregate of 4,237,288 Femasys Shares at an exercise price of $1.18 per share, and (iii) Series B Warrants (the “Series B Warrants” and, together with the Series A Warrants, the “Femasys Warrants”) to purchase up to an aggregate of 4,237,288 Femasys Shares at an exercise price of $1.475 per share (collectively, the “Femasys Transaction”).

Previous wording

The Notes are senior unsecured obligations of Femasys and accrue interest at a rate of 6.00% per annum, payable annually, in cash or Femasys Shares at Femasys’ option, and mature two years after the date of issuance. The initial annual interest payment was paid in stock. The Notes are convertible into Femasys Shares at our election at any time at an initial conversion price of $1.18. The conversion price is subject to customary adjustments for stock dividends, stock splits, reclassifications and similar corporate events. Femasys agreed in the Femasys Purchase Agreement and the Notes not to issue or sell any of its equity securities at a price below the then-current conversion price for a period of 18 months after closing, subject to certain exceptions. During the years ended April 30, 2025 and 2024, the Notes earned $300,000 and $137,500, respectively. On November 21, 2024, we received a settlement of twelve months of interest in the form of 315,790 shares of Femasys common stock. The fair value of the shares was measured at April 30, 2025, resulting in an unrealized gain of $66,316.

Current wording

The Notes are senior unsecured obligations of Femasys and accrue interest at a rate of 6.00% per annum, payable annually, in cash or Femasys Shares at Femasys’ option, and mature two years after the date of issuance. The annual interest payments were paid in stock. The Notes are convertible into Femasys Shares at our election at any time at an initial conversion price of $1.18. The conversion price is subject to customary adjustments for stock dividends, stock splits, reclassifications and similar corporate events. Femasys agreed in the Femasys Purchase Agreement and the Notes not to issue or sell any of its equity securities at a price below the then-current conversion price for a period of 18 months after closing, subject to certain exceptions. During the years ended April 30, 2026 and 2025, the Notes earned interest of $162,500 and $300,000, respectively. We received a settlement of twelve months of interest in the form of 379,747 and 315,790 shares, respectively, of Femasys common stock on November 21, 2025 and 2024, respectively. On November 21, 2025, we received $5 million in cash in full settlement of the Femasys Note. The fair value of the 695,537 shares was measured at April 30, 2026, resulting in an unrealized loss of $412,306.

Previous wording

On May 20, 2024, we entered into a securities purchase agreement (the “TNF Purchase Agreement”) with TNF Pharmaceuticals, Inc. (f/k/a MyMD Pharmaceuticals, Inc.) (“TNF”), pursuant to which we purchased from TNF (i) shares of TNF’s Series G Convertible Preferred Stock (the “TNF Preferred Shares”), convertible into 3,854,626 shares of TNF’s common stock, par value $0.001 per share (the “TNF Common Shares”), (ii) warrants to purchase up to 3,854,626 TNF Common Shares with a five-year term (the “Long-Term Warrants”) and (iii) warrants to purchase up to 3,854,626 TNF Common Shares with an 18-month term (the “Short-Term Warrants” and, together with the Long-Term Warrants, the “TNF Warrants”) for an aggregate purchase price of $7,000,000 (the purchase of the TNF Preferred Shares, the Long-Term Warrants and the Short-Term Warrants, the “TNF Transaction”).

Current wording

On May 20, 2024, we entered into a securities purchase agreement (the “QCLS Purchase Agreement”) with Q/C Technologies, Inc. (f/k/a TNF Pharmaceuticals, Inc.) and (f/k/a MyMD Pharmaceuticals, Inc.) (“QCLS”), pursuant to which we purchased from QCLS (i) shares of QCLS’s Series G Convertible Preferred Stock (the “QCLS Preferred Shares”), convertible into 3,854,626 shares of QCLS’s common stock, par value $0.001 per share (the “QCLS Common Shares”), (ii) warrants to purchase up to 3,854,626 QCLS Common Shares with a five-year term (the “Long-Term Warrants”) and (iii) warrants to purchase up to 3,854,626 QCLS Common Shares with an 18-month term (the “Short-Term Warrants” and, together with the Long-Term Warrants, the “QCLS Warrants”) for an aggregate purchase price of $7,000,000 (the purchase of the QCLS Preferred Shares, the Long-Term Warrants and the Short-Term Warrants, the “QCLS Transaction”).

Previous wording

Pursuant to the TNF Purchase Agreement, we have the right to participate in future sales of TNF’s equity and equity-linked securities until the second anniversary of the closing or the date on which no TNF Preferred Shares remain outstanding, whichever is earlier. Additionally, we have the right to nominate one individual to serve on TNF’s board of directors until the Company no longer beneficially owns 20% of the TNF Common Shares on an as-converted basis.

Current wording

Pursuant to the QCLS Purchase Agreement, we have the right to participate in future sales of QCLS’s equity and equity-linked securities until the second anniversary of the closing or the date on which no QCLS Preferred Shares remain outstanding, whichever is earlier. Additionally, we have the right to nominate one individual to serve on QCLS’s board of directors until the Company no longer beneficially owns 20% of the QCLS Common Shares on an as-converted basis.

Previous wording

The terms of the TNF Preferred Shares are as set forth a certificate of designations (the “TNF Certificate of Designations”), which TNF filed with the Secretary of State for the State of Delaware on May 21, 2024. The TNF Preferred Shares are convertible into TNF Common Shares at our election at any time at an initial conversion price of $1.816. The conversion price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of TNF Common Shares, or securities convertible, exercisable or exchangeable for TNF Common Shares, at a price below the then-applicable conversion price (subject to certain exceptions). In April 2025, the conversion price was adjusted to $0.1832 per share as a result of stock option grants. At any time after the issuance date of the TNF Preferred Shares, TNF has the option to redeem in cash all or any portion of the outstanding TNF Preferred Shares then outstanding at a premium upon notice to the Company.

Current wording

The terms of the QCLS Preferred Shares are as set forth a certificate of designations (the “QCLS Certificate of Designations”), which QCLS filed with the Secretary of State for the State of Delaware on May 21, 2024. The QCLS Preferred Shares are convertible into QCLS Common Shares at our election at any time at an initial conversion price of $1.816. The conversion price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of QCLS Common Shares, or securities convertible, exercisable or exchangeable for QCLS Common Shares, at a price below the then-applicable conversion price (subject to certain exceptions). In April 2025, the conversion price was adjusted to $0.1832 per share as a result of stock option grants. At any time after the issuance date of the QCLS Preferred Shares, QCLS has the option to redeem in cash all or any portion of the outstanding QCLS Preferred Shares then outstanding at a premium upon notice to the Company.

Previous wording

Pursuant to the TNF Certificate of Designations, we will be entitled to dividends of 10% per annum, compounded monthly, which will be payable in cash or in TNF Common Shares at our option. Upon the occurrence and during the continuance of a Triggering Event (as defined in the TNF Certificate of Designations), the TNF Preferred Shares will accrue dividends at the rate of 15% per annum. Upon conversion or redemption, we are entitled to receive a dividend make-whole payment. We will be entitled to vote with holders of the TNF Common Shares on as as-converted basis, with the number of votes to which we are entitled to be calculated assuming a conversion price of $2.253 per share. TNF’s ability to settle conversions and make dividend make-whole payments by issuing TNF Common Shares is subject to certain limitations set forth in the TNF Certificate of Designations.

Current wording

Pursuant to the QCLS Certificate of Designations, we will be entitled to dividends of 10% per annum, compounded monthly, which will be payable in cash or in QCLS Common Shares at our option. Upon the occurrence and during the continuance of a Triggering Event (as defined in the QCLS Certificate of Designations), the QCLS Preferred Shares will accrue dividends at the rate of 15% per annum. Upon conversion or redemption, we are entitled to receive a dividend make-whole payment. We will be entitled to vote with holders of the QCLS Common Shares on as as-converted basis, with the number of votes to which we are entitled to be calculated assuming a conversion price of $2.253 per share. QCLS’s ability to settle conversions and make dividend make-whole payments by issuing QCLS Common Shares is subject to certain limitations set forth in the QCLS Certificate of Designations.

Previous wording

The TNF Certificate of Designations includes certain triggering events, including, among other things, the failure by TNF to file and maintain an effective registration statement covering the sale of the securities registrable pursuant to a registration rights agreement and the failure by TNF to pay any amounts to us when due. In connection with a triggering event, we will be able to require TNF to redeem in cash any or all of its TNF Preferred Shares at a premium set forth in the TNF Certificate of Designations.

Current wording

The QCLS Certificate of Designations includes certain triggering events, including, among other things, the failure by QCLS to file and maintain an effective registration statement covering the sale of the securities registrable pursuant to a registration rights agreement and the failure by QCLS to pay any amounts to us when due. In connection with a triggering event, we will be able to require QCLS to redeem in cash any or all of its QCLS Preferred Shares at a premium set forth in the QCLS Certificate of Designations.

Previous wording

TNF is subject to certain affirmative and negative covenants regarding the incurrence of indebtedness, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends (other than dividends pursuant to the TNF Certificate of Designations), distributions or redemptions, and the transfer of assets, among other matters.

Current wording

QCLS is subject to certain affirmative and negative covenants regarding the incurrence of indebtedness, the existence of liens, the repayment of indebtedness, the payment of cash in respect of dividends (other than dividends pursuant to the QCLS Certificate of Designations), distributions or redemptions, and the transfer of assets, among other matters.

Previous wording

The Long-Term Warrants are exercisable for TNF Common Shares immediately, at an initial exercise price of $1.816 per share and expire five years from the date of issuance. The Short-Term Warrants are exercisable for TNF Common Shares immediately, at an initial exercise price of $1.816 per share and expire 18 months from the date of issuance. The exercise price of each TNF Warrant is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a “full ratchet” basis, in the event of any issuances of TNF Common Shares or securities convertible, exercisable or exchangeable for TNF Common Shares at a price below the then-applicable exercise price (subject to certain exceptions). In April 2025, the exercise price for both the Long-Term Warrants and Short-Term Warrants was adjusted to $0.1832 per share. As a result of the exercise price adjustment, the number of warrant shares attributable to both the Long-Term and Short-Term Warrants increased to 38,209,611 each.

Current wording

The Long-Term Warrants are exercisable for QCLS Common Shares immediately, at an initial exercise price of $1.816 per share and expire five years from the date of issuance. The Short-Term Warrants are exercisable for QCLS Common Shares immediately, at an initial exercise price of $1.816 per share and expire 18 months from the date of issuance. The exercise price of each QCLS Warrant is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment, on a “full ratchet” basis, in the event of any issuances of QCLS Common Shares or securities convertible, exercisable or exchangeable for QCLS Common Shares at a price below the then-applicable exercise price (subject to certain exceptions). In April 2025, the exercise price for both the Long-Term Warrants and Short-Term Warrants was adjusted to $0.1832 per share. As a result of the exercise price adjustment, the number of warrant shares attributable to both the Long-Term and Short-Term Warrants increased to 38,209,611 each. The Short-Term Warrants expired on November 23, 2025. As of April 30, 2026, the price of the Long-Term Warrants was adjusted to $3.3713 per share. As a result, of the exercise price adjustment, the number of warrant shares attributable to the Long-Term Warrants adjusted to 2,076,351.

Previous wording

In connection with the TNF Transaction, we entered into a registration rights agreement with TNF, pursuant to which TNF was required to file a resale registration statement with the Commission, registering 200% of the shares issuable pursuant to the TNF Preferred Shares and the TNF Warrants.

Current wording

In connection with the QCLS Transaction, we entered into a registration rights agreement with QCLS, pursuant to which QCLS was required to file a resale registration statement with the Commission, registering 200% of the shares issuable pursuant to the QCLS Preferred Shares and the QCLS Warrants.

Previous wording

Non-financial performance indicators used by management to manage and assess how the business is progressing will include, but are not limited to, the ability to: (i) acquire appropriate funding for all aspects of our operations; (ii) acquire and complete necessary contracts; (iii) complete activities for producing genetically modified human cells and having them encapsulated for our preclinical studies and the planned clinical trial in LAPC; (iv) have regulatory work completed to enable studies and trials to be submitted to regulatory agencies; (v) complete all required tests and studies on the cells and capsules we plan to use in our clinical trial in patients with LAPC; (vi) ensure completion of the production of encapsulated cells according to cGMP regulations to use in our planned clinical trial; (vii) complete all of the tasked the FDA requires of us in order to have the clinical hold lifted; and (viii) obtain approval from the FDA to lift the clinical hold on our IND that we may commence our planned clinical trial in LAPC.

Current wording

Non-financial performance indicators used by management to manage and assess how the business is progressing will include, but are not limited to, the ability to: (i) acquire appropriate funding for all aspects of our operations; (ii) acquire and complete necessary contracts; (iii) complete activities for producing genetically modified human cells and having them encapsulated for our preclinical studies and the planned clinical trial in LAPC; (iv) have regulatory work completed to enable studies and trials to be submitted to regulatory agencies; (v) complete all required tests and studies on the cells and capsules we plan to use in our clinical trial in patients with LAPC; (vi) ensure completion of the production of encapsulated cells according to cGMP regulations to use in our planned clinical trial; (vii) complete all of the tasks the FDA requires of us in order to have the clinical hold lifted; and (viii) obtain approval from the FDA to lift the clinical hold on our IND that we may commence our planned clinical trial in LAPC.

Previous wording

As of April 30, 2025, our cash and cash equivalents totaled approximately $15.2 million, compared to approximately $50.2 million as of April 30, 2024. Working capital was approximately $19.5 million as of April 30, 2025, and approximately $43 million as of April 30, 2024. The decrease in cash is attributable to our investment in TNF, the redemption of preferred stock, the repurchase of our common stock pursuant to the Repurchase Programs, recorded as treasury stock and our operating expenses.

Current wording

As of April 30, 2026, our cash and cash equivalents totaled approximately $18.6 million, compared to approximately $15.2 million as of April 30, 2025. Working capital was approximately $36.6 million as of April 30, 2026, and approximately $19.5 million as of April 30, 2025. The increase in cash is attributable to the settlement of the note receivable of $5 million, proceeds for the exercise of warrants and issuance of preferred stock, net of our investment in QCLS, the repurchase of our common stock and our operating expenses.

Previous wording

Our total operating expenses during the year ended April 30, 2025 were $4,377,862, representing a decrease of $4,142,146 compared to the year ended April 30, 2024. The decrease is mainly attributable to decreases in compensation expenses, director fees, impairment of asset, legal and professional and general and administrative expenses, net of an increase in R&D.

Current wording

Our total operating expenses during the year ended April 30, 2026 were $6,853,713, representing an increase of $2,475,851 compared to the year ended April 30, 2025. The increase is mainly attributable to increases in intangible asset impairment, compensation expenses, director fees, legal and professional and general and administrative expenses, net of a decrease in R&D.

Previous wording

R&D expense was $438,416 for the year ended April 30, 2025, as compared to $407,431 for the year ended April 30, 2024, an increase of $30,985. The increase in cost is primarily due to entering into an agreement with consultants to conduct additional research into the treatment of pancreatic cancer.

Current wording

R&D expense was $391,301 for the year ended April 30, 2026, as compared to $438,416 for the year ended April 30, 2025, a decrease of $47,115. The decrease in cost is primarily due to terminating an agreement with consultants to conduct additional research into the treatment of pancreatic cancer.

Previous wording

The majority of our operating losses from operations are from general and administrative expenses. General and administrative expenses consist primarily of costs associated with our overall operations and with being a public company. These costs include personnel, legal and professional services, insurance, investor relations and compliance related fees. These expenses were $3,939,446 and $6,112,577, respectively, for the years ended April 30, 2025 and 2024, a decrease of $2,173,131, or 36%. Compensation expenses decreased by $37,210 to a reduction in accrued vacation. Director fees decreased by $585,271 due to a reduction in equity compensation and payments made to directors. Investor relations decreased by $198,364 due to having two stockholder meetings in 2024 and one meeting in 2025. Legal and professional fees decreased by $300,266 primarily due to a reduction in legal fees relating to non-recurring legal issues. Warrant issuance costs decrease of $913,640 incurred in 2024 were non-recurring in 2025.

Current wording

The majority of our operating losses from operations are from general and administrative expenses. General and administrative expenses consist primarily of costs associated with our overall operations and with being a public company. These costs include personnel, legal and professional services, insurance, investor relations and compliance-related fees. These expenses were $4,912,985 and $3,939,446, respectively, for the years ended April 30, 2026 and 2025, an increase of $973,539, or 25%. Compensation expenses increased by $360,436 due to an increase in RSUs net of reduction in stock options. Director fees increased by $298,112 due to an increase in RSUs granted, net of a reduction in stock options made to directors. Investor relations increased by $136,181 due to having two stockholder meetings in 2026 and one meeting in 2025. Legal and professional fees increased by $159,717 primarily due to an increase in legal fees relating to non-recurring legal issues.

Previous wording

Other income, net for the year ended April 30, 2025, was $35,033,912, as compared to other income, net of $8,853,771 in the year ended April 30, 2024. Other income, net for the year ended April 30, 2025 is attributable to interest income of $1,415,561, changes in fair values of warrant liability of $10,446,000, derivative liability of $2,184,000, convertible note receivable of $941,000, preferred stock investment – TNF of $5,063,950, and gain on related party investment – TNF of $21,395,734 and unrealized gain on the fair value of marketable securities of $66,316, less decreases in the fair value of Femasys warrant asset of $2,091,000, TNF warrant asset of $2,367,684, settlement of legal complaint of $2,019,000 and other expenses of $965. Other income, net for the year ended April 30, 2024 of $8,853,771 is attributable to interest income of $3,398,819, changes in fair values of warrant liability of $3,343,000, derivative liability of $586,000, convertible note receivable of $1,089,000 and warrant asset of $1,818,000, less loss on write-off of long-term asset of $1,572,193 net of other income of $191,145. Other income is attributable to recovery of accrued expenses of $195,000 less income taxes and foreign exchange loss. For the years ended April 30, 2025 and 2024, we recorded an asset loss of $0 and $1,572,193, respectively, related to the Company’s investment in SG Austria, reducing the carrying value of such investment to zero.

Current wording

Other income (expense), net for the year ended April 30, 2026, was $(12,570,941), as compared to other income, net of $35,033,912 in the year ended April 30, 2025. Other income (expense), net for the year ended April 30, 2026 is attributable to interest and dividend income of $1,114,033, change in fair value of derivative liability of $1,117,000, convertible note receivable of $1,304,000, and gain on related party investment – QCLS of $2,089,000, gain on legal settlement re-fair value of warrants of $106,000 and less unrealized loss on the fair value of marketable securities of $412,306, less decreases in the fair value of the Femasys warrant asset of $2,581,000, changes in fair value of warrant liability of $4,746,135, preferred stock investment – QCLS of $7,732,000, QCLS warrant asset of $1,379,000, issuance costs on Series C Preferred Stock and Series C Preferred Warrants $1,234,553, loss on issuance of Series C Preferred Stock of $215,000 and other expenses of $980. Other income, net for the year ended April 30, 2025 is attributable to interest income of $1,415,561, changes in fair values of warrant liability of $10,446,000, derivative liability of $2,184,000, convertible note receivable of $941,000, preferred stock investment – QCLS of $5,063,950, and gain on related party investment – QCLS of $21,395,734 and unrealized gain on the fair value of marketable securities of $66,316, less decreases in the fair value of the Femasys warrant asset of $2,091,000, QCLS warrant asset of $2,367,684, settlement of legal complaint of $2,019,000 and other expenses of $965.

Previous wording

The following table presents a summary of our sources and uses of cash for the years ended April 30, 2025 and 2024.

Current wording

The following table presents a summary of our sources and uses of cash and cash equivalents for the years ended April 30, 2026 and 2025.

Previous wording

The cash used in operating activities for the year ended April 30, 2025 is a result of our net income of $30,656,050, offset by non-cash transactions, change in fair value of warrant asset in Femasys of $2,091,000 and legal settlement of $1,550,000, stock based compensation of $478,637, legal settlement warrant liability of $469,000, change in fair value of TNF warrants of $2,367,684, offset by the gain on related party investment of $(21,395,734) the changes in fair value of warrant liability of $(10,446,000), investment – TNF of $(5,063,950), derivative liability of $(2,184,000), convertible note receivable of $(941,000), change in unrealized gain of marketable securities of $(66,316), non-cash interest income of $(300,000), and changes to prepaid expenses, accounts payable, accrued expenses, and accrued dividends totaling $(193,667).

Current wording

The cash used in operating activities for the year ended April 30, 2025 is a result of our net income of $30,656,050, offset by non-cash transactions, change in the fair value of the warrant asset in Femasys of $2,091,000 and legal settlement of $1,550,000, stock based compensation of $478,637, legal settlement warrant liability of $469,000, change in fair value of QCLS warrants of $2,367,684, offset by the gain on related party investment of $21,395,734 the changes in fair value of warrant liability of $10,446,000, investment – QCLS of $5,063,950, derivative liability of $2,184,000, convertible note receivable of $941,000, change in unrealized gain of marketable securities of $66,316, non-cash interest income of $300,000, and changes to prepaid expenses, accounts payable, accrued expenses, and accrued dividends totaling $193,667.

Previous wording

The cash used in investing activities for the year ended April 30, 2025 is mainly attributable to our entry into the TNF Purchase Agreement with a public company operating in the medical industry, Pursuant to the TNF Purchase Agreement, we purchased (i) 7,000 shares of TNF’s Series G Convertible Preferred Stock (the “Preferred Shares” or “Series G Preferred Stock”), representing approximately 33% of TNF’s issued and outstanding share capital on an as-converted basis (and approximately 78% of all shares of Series G Preferred Stock outstanding), at a price of $1.816 per Preferred Share, which are convertible into 3,854,626 shares of Common Stock (as defined below); (ii) warrants to purchase up to 3,854,626 shares of TNF’s Common Stock with a five-year term; and (iii) warrants to purchase up to 3,854,626 shares of TNF’s Common Stock with a 18-month, for an aggregate purchase price of $7,000,000.

Current wording

The cash used in investing activities for the year ended April 30, 2025 is attributable to our entry into the QCLS Purchase Agreement with a public company operating in the medical industry, Pursuant to the QCLS Purchase Agreement, we purchased (i) 7,000 shares of QCLS’s Series G Convertible Preferred Stock (the “Preferred Shares” or “Series G Preferred Stock”), at a price of $1.816 per Preferred Share, which are convertible into 3,854,626 shares of Common Stock (as defined below); (ii) warrants to purchase up to 3,854,626 shares of QCLS Common Shares with a five-year term; and (iii) warrants to purchase up to 3,854,626 shares of QCLS Common Shares with a 18-month, for an aggregate purchase price of $7,000,000.

Previous wording

The cash used in financing activities for the year ended April 30, 2025 is mainly attributable to the repurchase of common stock of approximately $2,542,000 and redemption of preferred stock of approximately $22,487,000.The cash used in financing activities for the year ended April 30, 2024 was mainly attributable to the Repurchase Programs of approximately $28,198,000, redemption of preferred stock of approximately $16,161,000, offset by the cash provided by proceeds from the issuance of preferred stock of approximately $33,650,000, net of transaction costs.

Current wording

The cash provided by financing activities for the year ended April 30, 2026 is mainly attributable to the net proceeds from the issuance of Series C Preferred Stock of $6,182,447, net proceeds from the exercise of Series B Warrants of $1,046,760, net of repurchase of common stock of $401,625 and Series C Preferred Stock dividends of $246,005. The cash used in financing activities for the year ended April 30, 2025 is mainly attributable to the repurchase of common stock of approximately $2,542,000 and redemption of preferred stock of approximately $22,487,000.

Previous wording

In addition, we elect to account for its convertible note receivable, which meets the required criteria, at fair value at inception and at each subsequent reporting date. Subsequent changes in fair value, including interest, are recorded as a component of non-operating income (loss) in the consolidated statements of operations. We estimate the fair value of the convertible note receivable using the income approach, which uses as inputs the fair value of debtor’s common stock and estimates for the equity volatility and volume volatility of debtor’s common stock, the time to expiration of the convertible note, the discount rate, the stated interest rate compared to the current market rate, the risk-free interest rate for a period that approximates the time to expiration, and probability of default. Therefore, the estimate of expected future volatility is based on the actual volatility of debtor’s common stock and historical volatility of debtor’s common stock utilizing a lookback period consistent with the time to expiration. The time to expiration is based on the contractual maturity date. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of measurement for time periods approximately equal to the time to expiration. The probability of default is estimated using the S&P Global default rate for companies with a similar credit rating to debtors. The fair value in our warrant asset investment is estimated using a Monte Carlo simulation model, which uses as inputs the fair value of the underlying common stock, and estimates for the equity volatility and traded volume volatility of the investee’s common stock, the risk-free interest rate for a period that approximates the expected life of the warrants, and the expected life of the warrants.

Current wording

We elect to account for its convertible note receivable, which meets the required criteria, at fair value at inception and at each subsequent reporting date. Subsequent changes in fair value, including interest, are recorded as a component of non-operating income (loss) in the consolidated statements of operations. We estimate the fair value of the convertible note receivable using the income approach, which uses as inputs the fair value of debtor’s common stock and estimates for the equity volatility and volume volatility of debtor’s common stock, the time to expiration of the convertible note, the discount rate, the stated interest rate compared to the current market rate, the risk-free interest rate for a period that approximates the time to expiration, and probability of default. Therefore, the estimate of expected future volatility is based on the actual volatility of debtor’s common stock and historical volatility of debtor’s common stock utilizing a lookback period consistent with the time to expiration. The time to expiration is based on the contractual maturity date. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of measurement for time periods approximately equal to the time to expiration. The probability of default is estimated using the S&P Global default rate for companies with a similar credit rating to debtors. The fair value in our warrant asset investment is estimated using a Monte Carlo simulation model, which uses as inputs the fair value of the underlying common stock, and estimates for the equity volatility and traded volume volatility of the investee’s common stock, the risk-free interest rate for a period that approximates the expected life of the warrants, and the expected life of the warrants.

Previous wording

In November 2024, the FASB issued ASU No. 2024-03 (“ASU 2024-03”), Disaggregation of Income Statement Expenses. The guidance requires additional, disaggregated disclosure about certain income statement expense line items. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted, and is required to be applied prospectively with the option of retrospective application. We are currently evaluating the impact on the consolidated financial statements and related disclosures.

Current wording

In November 2024, the FASB issued ASU No. 2024-03 (“ASU 2024-03”), Disaggregation of Income Statement Expenses. The guidance requires additional, disaggregated disclosure about certain income statement expense line items. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted, and is required to be applied prospectively with the option of retrospective application. The Company is currently evaluating the impact on the consolidated financial statements and related disclosures.