PharmaCyte Biotech, Inc.

NOTE 1 –NATURE OF BUSINESS

PharmaCyte Biotech, Inc. (“Company”) is a biotechnology company focused on developing cellular therapies for cancer based upon a proprietary cellulose-based live cell encapsulation technology known as “Cell-in-a-Box®.” The Cell-in-a-Box® technology is intended to be used as a platform upon which therapies for several types of cancer, including locally advanced, inoperable pancreatic cancer (“LAPC”) will be developed. The current generation of the Company’s product candidate is referred to as “CypCaps™.”

The Company is a Nevada corporation incorporated in 1996. In 2013, the Company restructured its operations to focus on biotechnology. The Company acquired licenses from SG Austria Pte. Ltd., a Singapore corporation (“SG Austria”) to treat cancer and Austrianova Singapore Pte. Ltd., a Singapore corporation (“Austrianova Singapore”) using the Cell-in-the-Box technology. The restructuring resulted in the Company focusing all its efforts upon the development of a novel, effective and safe way to treat cancer. In January 2015, the Company changed its name from Nuvilex, Inc. to PharmaCyte Biotech, Inc. to reflect the nature of its current business. In October 2021, the Company moved its headquarters from Laguna Hills, California to Las Vegas, Nevada.

On September 1, 2020, the Company submitted an Investigational New Drug Application (“IND”) to the U.S. Food and Drug Administration (“FDA”) for a planned clinical trial in LAPC. On October 1, 2020, the Company received notice from the FDA that it had placed the IND on clinical hold. On October 30, 2020, the FDA sent a letter to the Company setting forth the reasons for the clinical hold and specific guidance on what the Company must do to have the clinical hold lifted.

To lift the clinical hold, the FDA informed the Company that it needs to conduct several additional preclinical studies. The FDA also requested additional information regarding several topics, including DNA sequencing data, manufacturing information and product release specifications. The Company has been in the process of conducting these studies and gathering additional information to submit to the FDA. See “Investigational New Drug Application and Clinical Hold” below.

On August 15, 2022, the Company entered into a Cooperation Agreement (“Cooperation Agreement”) with Iroquois Master Fund Ltd. and its affiliates, pursuant to which the Company elected a reconstituted Board of Directors (“Board”). The Board has formed a Business Review Committee to evaluate, investigate and review the Company’s business, affairs, strategy, management and operations and in its sole discretion to make recommendations to the Company’s management and Board with respect thereto. The Business Review Committee is also reviewing many of the risks relative to the Company’s business. In addition, the Board is reviewing the Company’s development programs and its relationship with SG Austria, including that all licensed patents have expired, that know-how relating to the Company’s Cell-in-a-Box® technology solely resides with SG Austria, and that the incentives of SG Austria and its management may not be currently aligned with those of the Company. The Board has curtailed spending on the Company’s programs, including pre-clinical and clinical activities, until the review by the Business Review Committee and the Board is complete and the Board has determined the actions and plans to be implemented. The Business Review Committee’s recommendations will include potentially seeking a new framework for the Company’s relationship with SG Austria and its subsidiaries. In the event the Company is unsuccessful in seeking an acceptable new framework, the Company will reevaluate whether it should continue those programs which are dependent on SG Austria, including its development programs for LAPC. The issues involving SG Austria have delayed the Company’s timeline for addressing the FDA clinical hold for its planned clinical trial in LAPC and could result in other delays or termination of the development activities. In addition, the curtailment of spending on the Company’s programs pending the review by the Business Review Committee and the Board may cause additional delays.

The Cell-in-a-Box® encapsulation technology potentially enables genetically engineered live human cells to be used as a means to produce various biologically active molecules. The technology is intended to result in the formation of pinhead sized cellulose-based porous capsules in which genetically modified live human cells can be encapsulated and maintained. In a laboratory setting, this proprietary live cell encapsulation technology has been shown to create a micro-environment in which encapsulated cells survive and flourish. They are protected from environmental challenges, such as the shear forces associated with bioreactors and passage through catheters and needles, which the Company believes enables greater cell growth and production of the active molecules. The capsules are largely composed of cellulose (cotton) and are bioinert.

The Company has been developing therapies for pancreatic and other solid cancerous tumors by using genetically engineered live human cells that it believes are capable of converting a cancer prodrug into its cancer-killing form. The Company encapsulates those cells using the Cell-in-a-Box® technology and places those capsules in the body as close as possible to the tumor. In this way, the Company believes that when a cancer prodrug is administered to a patient with a particular type of cancer that may be affected by the prodrug, the reduction in the size of the tumor to potentially increase the success rate of surgical intervention.

Until the review by the Board is complete and the Board has determined the actions and plans to be implemented, spending on the Company’s programs has been curtailed.

Investigational New Drug Application and Clinical Hold

On September 1, 2020, the Company submitted an IND to the FDA for a planned clinical trial in LAPC. On October 1, 2020, the Company received notice from the FDA that it had placed the Company’s IND on clinical hold. On October 30, 2020, the FDA sent the Company a letter setting forth the reasons for the clinical hold and providing specific guidance on what the Company must do to have the clinical hold lifted.

In order to address the clinical hold, the FDA requested that the Company:

The FDA also requested that the Company address the following issues as an amendment to the Company’s IND:

The Company assembled a scientific and regulatory team of experts to address the FDA requests. During the year ended April 30, 2026, the Company’s scientific consultants have been in active dialog with the FDA. The technology upon which the LAPC treatment will be based, intra-arterial chemotherapy. The treatment may not be a treatment of pancreatic cancer, but a method of improving and possibly enabling complete surgical resection of the tumor. The Company is waiting for the FDA’s responses and hopes the FDA will accept that the LAPC treatment now meets manufacturing standard requirements, which have significantly improved since the clinical hold was first placed. The FDA may require additional preclinical studies when the meeting takes place. The Company is in ongoing dialogue with SG Austria to prepare for the next steps including encapsulation of the cells, testing the glide force and pressure testing of pushing the cells through syringes and catheters.

NOTE 2 –LIQUIDITY AND OTHER UNCERTAINTIES

As of April 30, 2026, the Company had approximately $18.6 million in cash and cash equivalents as compared to $15.2 million at April 30, 2025. The Company expects that its current cash and cash equivalents, as of the date of this Annual Report, will be sufficient to support its projected operating requirements and financial commitments for at least the next twelve months from this date. The operating requirements include the expected costs to submit and clear the FDA clinical hold on the Company’s pancreatic cancer treatment.

In August 2025, the Company entered into a securities purchase agreement pursuant to which it agreed to sell to investors in a private placement an aggregate of 7,000 shares of the Company’s newly designated Series C Preferred Stock with a stated value of $1,000 per share and warrants to purchase up to 7 million shares of common stock, resulting in aggregate gross proceeds of $7 million. See Note 12 - Preferred stock.

In September 2025, the Company entered into a securities purchase agreement pursuant to which it agreed to purchase in a private placement QCLS Series H Preferred Stock (as defined herein) initially convertible into 600,000 shares, subject to adjustment of QCLS (as defined herein) common stock and warrants for an aggregate purchase price of $3 million. See Note 4 - Investment in debt and equity securities.

The Company expects to need additional capital in order to complete a clinical trial for the treatment of pancreatic cancer. If any additional equity financing, if available, may not be on favorable terms and would likely be significantly dilutive to the Company’s current stockholders and debt financing, if available, may involve restrictive covenants. If the Company is able to access funds through collaborative or licensing arrangements, it may be required to relinquish rights to some of its product candidates that the Company would otherwise seek to develop or commercialize on its own, on terms that are not favorable to the Company. The Company’s ability to access capital is not assured and, if not achieved on a timely basis, will likely have a material adverse effect on the company’s business, financial condition and results of operations.

The Company operates in an industry that is subject to rapid technological change, competition and government regulation. The Company’s operations are subject to significant risk and uncertainties including financial operational, technological, regulatory, and other risks. Such factors include but are not limited to results of clinical testing and trial activities, the ability to obtain regulatory approval, the supply of needed materials, the ability to obtain manufacturing and the ability to raise capital to achieve strategic objectives.

NOTE 3 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. The Company operates independently and through three wholly owned subsidiaries: (i) PharmaCyte Biotech Europe Limited; (ii) PharmaCyte Biotech Australia Pty. Ltd.; and (iii) Viridis Biotech, Inc. and are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and the Rules and Regulations of the Commission. Upon consolidation, intercompany balances and transactions are eliminated.

Use of Estimates in the Preparation of Financial Statements

The preparation of financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s consolidated financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts of the Company’s consolidated financial position and results of operations. The Company’s most significant estimates and assumptions are the assessment of the fair value of long-lived assets, fair value measurements of investments, the valuation of warrants and derivative liabilities, and the measurement of stock-based compensation.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks and short-term liquid investments purchased with maturities of three months or less. Additionally, the Company, as of April 30, 2026 and 2025 has approximately $2.1 million and $76,000, respectively, in a money market fund that is not insured by the Federal Deposit Insurance Corporation (“FDIC”) and is classified as a cash equivalent. The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains most of its cash balance at financial institutions located throughout the U.S. Accounts at these institutions are insured by the FDIC up to $250,000. The Company has not experienced any losses in such accounts. Management believes it is not exposed to any significant credit risk on cash.

Basic and Diluted Income (Loss) Per Share

Basic earnings per share excludes dilution for common stock equivalents and is computed by dividing net income or loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted EPS is calculated based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period. Potentially dilutive securities consist of common stock options, warrants, and convertible preferred securities. The dilutive effect of stock options and warrants is reflected in diluted EPS by application of the treasury stock method. The dilutive effect of convertible preferred securities is reflected in the diluted EPS by application of the “if-converted” method. The “if-converted” method is only assumed in periods where such application would be dilutive. Basic and diluted net income (loss) per share is determined by dividing income (loss) by the weighted average ordinary shares outstanding during the period. For periods presented with a net loss, the shares underlying the ordinary share options, warrants and preferred stock have been excluded from the calculation because their effect would be anti-dilutive. Therefore, the weighted-average shares outstanding used to calculate both basic and diluted loss per share is the same for periods with a net loss.

Marketable Equity Securities

Marketable securities consist of equity security investments. Equity investments with readily determinable fair values are measured at fair value. Changes in value are recorded in other income (expenses), net in the accompanying consolidated statements of operations.

Investment in Q/C Technologies, Inc.

In accordance with ASC 810,Consolidation, the Company assessed whether it has a variable interest in legal entities in which it has a financial relationship and, if so, whether or not those entities are variable interest entities (“VIEs”). For those entities that qualify as VIEs, ASC 810 requires the Company to determine if it is the primary beneficiary of the VIE, and if so, to consolidate the VIE. The investment in Q/C Technologies, Inc. (“QCLS”) did not meet the primary beneficiary requirements for consolidation, therefore no consolidation of this VIE was required.

If an entity is determined to be a VIE, the Company evaluates whether it is the primary beneficiary. The primary beneficiary analysis is a qualitative analysis based on power and economics. PharmaCyte consolidates a VIE if it has both power and benefits that is, PharmaCyte (i) has the power to direct the activities of a VIE that most significantly influence the VIE’s economic performance (power), and (ii) has the obligation to absorb losses of, or the right to receive benefits from, the VIE that could potentially be significant to the VIE (benefits). PharmaCyte consolidates VIEs whenever it is determined that PharmaCyte is the primary beneficiary. Any intercompany transactions are eliminated in consolidation.

The Company applies ASC 321Investments—Equity Securities to investments in equity securities for which the Company has no significant influence or equity investments that are not in substance common stock. Under this guidance, equity securities with and without readily determinable fair values are accounted for at fair value based on quoted market prices or utilizing an appropriate valuation methodology to estimate the fair value. All gains and losses on investments in equity securities are recognized in the Consolidated Statements of Operations.

Intangible Assets

The Company’s accounts for intangible assets at cost. The intangible asset has an indefinite life; therefore, is not amortizable. The Company performs annual impairment analysis for the intangible asset to ascertain the value at each year end and records a non-cash impairment expense should the value decrease. The asset is deemed to be an In-Process Research and Development (“IPR&D”) as the asset is in the research stage.

The Financial Accounting Standards Board (“FASB”) standard on goodwill and other intangible assets prescribes a two-step process for impairment testing of goodwill and indefinite-lived intangibles, which is performed annually, as well as when an event triggering impairment may have occurred. The first step tests for impairment, while the second step, if necessary, measures the impairment. The Company has elected to perform its annual analysis at the end of its reporting year.

Although the Company continues research and development relating to the treatment of pancreatic cancer, the Company concluded that the cell asset technology does not meet the requirements to continue the carrying value of the asset. The Company believes that a buyer of this technology would ascribe a de minimis value to this asset. Therefore, it was determined that as of April 30, 2026 there should be a full impairment of the $1,549,427 carrying value. Therefore, the Company included a non-cash asset impairment of $1,549,427 on the Consolidated Statements of Operations.

Convertible Note Receivable

As permitted under Financial Accounting Standards Board (“FASB”) ASC 825, Financial Instruments (“ASC 825”), the Company elected to account for its convertible note receivable, which met 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. As a result of electing the fair value option, direct costs and fees related to the convertible note receivable were expensed as incurred.

The Company estimates 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 debtor’s.

Fair Value of Financial Instruments

Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the Consolidated Balance Sheets for current assets and liabilities qualify as financial instruments and are a reasonable estimate of their fair values because of the short period between the origination of such instruments and their expected realization and their current market rate of interest. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of valuation hierarchy are defined as follows:

These unobservable inputs are significant to the fair value measurement.

Income Taxes

Deferred taxes are calculated using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

A valuation allowance is provided for deferred income tax assets when, in management’s judgment, based upon currently available information and other factors, it is more likely than not that all or a portion of such deferred income tax assets will not be realized. The determination of the need for a valuation allowance is based on an on-going evaluation of current information including, among other things, historical operating results, estimates of future earnings in different taxing jurisdictions and the expected timing of the reversals of temporary differences. The Company believes the determination to record a valuation allowance to reduce a deferred income tax asset is a significant accounting estimate because it is based on, among other things, an estimate of future taxable income in the U.S. and certain other jurisdictions, which is susceptible to change and may or may not occur, and because the impact of adjusting a valuation allowance may be material. In determining when to release the valuation allowance established against the Company’s net deferred income tax assets, the Company considers all available evidence, both positive and negative. Consistent with the Company’s policy, and because of the Company’s history of operating losses, the Company does not currently recognize the benefit of all its deferred tax assets, including tax loss carry forwards, which may be used to offset future taxable income. The Company continually assesses its ability to generate sufficient taxable income during future periods in which deferred tax assets may be realized. When the Company believes it is more likely than not that it will recover its deferred tax assets, the Company will reverse the valuation allowance as an income tax benefit in the statements of operations.

The U.S. GAAP method of accounting for uncertain tax positions utilizes a two-step approach to evaluate tax positions. Step one, recognition, requires evaluation of the tax position to determine if based solely on technical merits it is more likely than not to be sustained upon examination. Step two, measurement, is addressed only if a position is more likely than not to be sustained. In step two, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement with tax authorities. If a position does not meet the more likely than not threshold for recognition in step one, no benefit is recorded until the first subsequent period in which the more likely than not standard is met, the issue is resolved with the taxing authorities, or the statute of limitations expires. Positions previously recognized are derecognized when the Company subsequently determines the position no longer is more likely than not to be sustained. Evaluation of tax positions, their technical merits and measurements using cumulative probability are highly subjective management estimates. Actual results could differ materially from these estimates.

Research and Development

Research and development (“R&D”) expenses consist of costs incurred for direct and overhead-related research expenses and are expensed as incurred. Costs to acquire technologies, including licenses, which are utilized in research and development and that have no alternative future use are expensed when incurred. Technology developed for use in the Company’s product candidates is expensed as incurred until technological feasibility has been established. The Company accrues for costs incurred by external service providers, based on its estimates of service performed and costs incurred. These estimates include the level of services performed by third parties, administrative costs incurred by third parties, and other indicators of the services completed. Based on the timing of amounts invoiced by service providers, the Company may also record payments made to those providers as prepaid expenses that will be recognized as expenses in future periods as the related services are rendered.

Stock-Based Compensation

The Company recognizes stock-based compensation expense for only those awards ultimately expected to vest on a straight-line basis over the requisite service period of the award. The Company estimates the fair value of stock options using a Black-Scholes-Merton valuation model. This model requires the input of highly subjective assumptions, including the option’s expected term and stock price volatility. In addition, judgment is also required in estimating the number of stock-based awards that are expected to be forfeited. Forfeitures are estimated based on historical experience at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties and the application of management’s judgment. Thus, if factors change and the Company uses different assumptions, the stock-based compensation expense could be materially different in the future.

The Company granted restrictive stock units (“RSUs”) to the Board. The stock price of the RSUs is based on the issuance date common stock price. The gross shares granted are subject to share buyback to assist with the income tax effect of the grants. The shares vest immediately upon issuance and are non-voidable.

Foreign Currency Translation

The Company translates the financial statements of its foreign subsidiaries from the local (functional) currencies to U.S. dollars in accordance with FASB ASC 830,Foreign Currency Matters. All assets and liabilities of the Company’s foreign subsidiaries are translated at year-end exchange rates, while revenue and expenses are translated at average exchange rates prevailing during the year. Adjustments for foreign currency translation fluctuations are excluded from net loss and are included in other comprehensive income (loss). Gains and losses on short-term intercompany foreign currency transactions are recognized as incurred.

Derivative Financial Instruments

The Company evaluates all its financial instruments to determine if such instruments contain features that qualify as embedded derivatives. Embedded derivatives must be separately measured from the host contract if all the requirements for bifurcation are met. The assessment of the conditions surrounding the bifurcation of embedded derivatives depends on the nature of the host contract. Bifurcated embedded derivatives are recognized at fair value, with changes in fair value recognized in the statement of operations each period. Bifurcated embedded derivatives are classified with the related host contract in the Company’s balance sheet. These particular derivatives are assessed under ASC 480,Distinguishing Liabilities from Equity and ASC 815,Derivatives and Hedging, as applicable.

Warrants and Preferred Shares

The accounting treatment of warrants and preferred share series issued is determined pursuant to the guidance provided by ASC 480,Distinguishing Liabilities from Equity, and ASC 815,Derivatives and Hedging, as applicable. Each feature of a freestanding financial instrument including, without limitation, any rights relating to subsequent dilutive issuances, dividend issuances, equity sales, rights offerings, forced conversions, optional redemptions, automatic monthly conversions, dividends, and exercise is assessed with determinations made regarding the proper classification in the Company’s audited consolidated financial statements.

Redeemable Preferred Stock

Applicable accounting guidance requires an equity instrument that is redeemable for cash or other assets to be classified outside of permanent equity if it is redeemable (a) at a fixed or determinable price on a fixed or determinable date, (b) at the option of the holder, or (c) upon the occurrence of an event that is not solely within the control of the issuer.

Segment Reporting

The Company determines its reporting units in accordance with FASB ASC 280, “Segment Reporting” (“ASC 280”). The Company evaluates a reporting unit by first identifying its operating segments under ASC 280. The Company then evaluates each operating segment to determine if it includes one or more components that constitute a business. If there are components within an operating segment that meet the definition of a business, the Company evaluates those components to determine if they must be aggregated into one or more reporting units. If applicable, when determining if it is appropriate to aggregate different operating segments, the Company determines if the segments are economically similar and, if so, the operating segments are aggregated.

The Company operates inone business segment, which includes the business of research and development activities related to developing cellular cancer therapies. The determination of a single business segment is consistent with the financial information regularly provided to the Company’s chief operating decision maker (“CODM”). The Company’s CODM is its President and CEO, who reviews and evaluates consolidated net income as presented in the accompanying consolidated statements of operations for purposes of assessing performance, making operating decisions, allocating resources, and planning and forecasting for future periods.

Refer to the accompanying consolidated statements of operations for the presentation of consolidated loss from operations for the years ended April 30, 2026 and 2025. The measure of segment assets is reported in the accompanying consolidated balance sheets as “Total assets.” There are no significant segment expenses as the expenses that are included in consolidated loss from operations are general and administrative and research and development.

**Recently Adopted Accounting Pronouncements **

Income Taxes. In December 2023, the FASB issued ASU No. 2023-09 (“ASU 2023-09”), Improvements to Income Tax Disclosures. The guidance is primarily intended to improve income tax disclosure requirements by requiring (i) consistent categories and greater disaggregation of information in the rate reconciliation and (ii) the disaggregation of income taxes paid by jurisdiction. The guidance makes several other changes to the income tax disclosure requirements. The amendments in ASU 2023-09 are effective for fiscal years beginning after December 15, 2024, with early adoption permitted, and is required to be applied prospectively with the option of retrospective application. The Company adopted ASU 2023-09 prospectively effective May 1, 2025. The impact of ASU 2023-09 on the Company’s consolidated financial statements is reflected in Note 10 – Income Taxes.

**New Accounting Pronouncements Effective in Future Periods **

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.

In December 2025, the FASB issued ASU 2025-11 – Interim Reporting (Topic 270): Narrow-Scope Improvements to improve the guidance in Topic 270, Interim Reporting, by improving the navigability of the required interim disclosures and clarifying when that guidance is applicable. The amendments also provide additional guidance on what disclosures should be provided in interim reporting periods. The guidance is effective for the Company’s interim periods within annual reporting periods beginning after December 15, 2027. The Company is evaluating the impact of adoption of this standard on its financial statements and disclosures.

NOTE 4 –INVESTMENT IN DEBT AND EQUITY SECURITIES

INVESTMENT IN FEMASYS, INC.

On June 5, 2026, Femasys announced a 20 to 1 reverse stock split, resulting in reducing the Company’s holding to 34,777 shares of Femasys common stock, the share and per share amounts disclosed in Notes 4 and 5 are not reflective of this reverse stock split. On November 14, 2023, the Company entered into a Securities Purchase Agreement (the “Femasys Purchase Agreement”) with Femasys Inc. (“Femasys”), pursuant to which it agreed to purchase from Femasys for a sum of $5,000,000 (i) senior unsecured convertible notes (the “Femasys Note”) 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”, together with the Series A Warrants, the “Femasys Warrants,” and, together with the Notes, the “Femasys Securities”) to purchase up to an aggregate of 4,237,288 Femasys Shares at an exercise price of $1.475 per share (collectively, the “Investment”). The Femasys Notes accrue interest at 6.0% per annum, payable annually, and mature two years after the date of issuance. The Series A Warrants expire five years from the date of issuance. The Series B Warrants expired in November 2024.

Pursuant to the terms of the Femasys Purchase Agreement, the Company’s Chief Executive Officer was appointed to the Femasys board of directors. Subsequent to the full settlement of the Femasys Note the Company’s Chief Executive Officer resigned from the Femasys board of directors.

The convertible note receivable is not traded in active markets and the fair value was determined using a Monte Carlo simulation. The convertible note receivable is accounted for as available-for-sale debt securities based on “Level 3” inputs, which consist of unobservable inputs and reflect management’s estimates of assumptions that market participants would use in pricing the asset. The Company elected the fair value option for the Femasys Notes, therefore, holding gains and losses are included within change in fair value of the notes in the consolidated statement of operations. The Femasys Warrants are accounted for as an equity security and are valued using a Monte Carlo simulation based on “Level 3” inputs, which consist of unobservable inputs and reflect management’s estimates of assumptions that market participants would use in pricing the asset, recorded at fair value with subsequent changes included within change in fair value of the warrants in the consolidated statement of operations.

On November 21, 2025, the Company received $5 million in full settlement of the Femasys Note. Additionally, for the years ended April 30, 2026 and 2025, the Company received 379,747 and 315,790, shares of Femasys common stock, respectively, in full settlement of the accrued interest of $300,000 and $300,000, respectively. At April 30, 2026, the Company held 695,537 shares of Femasys common stock. During the years ended April 30, 2026 and 2025, the Company recognized interest income of $162,500 and $300,000, respectively, from the Femasys Note. During the years ended April 30, 2026 and 2025, the annual interest income received of $300,000 was paid in Femasys common stock and is presented as marketable equity securities. As of April 30, 2026 and 2025, the Company had accrued interest receivable of $0 and $137,500, respectively.

During the years ended April 30, 2026 and 2025, the Company recognized a gain in the fair value of the convertible note receivable of $1,304,000 and $941,000, respectively, and change in fair value of the warrant assets decreases of $2,581,000 and $2,091,000, respectively. The April 30, 2025 decrease of $2,091,000 includes the expiration of the Series B Warrants in the amount of $1,376,000 and carries a zero value. Series A Warrants remain unexercised and there were no Series B Warrants exercised prior to expiration. See Note 14 – Fair value Measurements for further information.

The Femasys Note was determined to meet the definition of a derivative and were required to be recorded at fair value in accordance with ASC 815. Subsequent changes in the fair value of the Note is recognized in earnings at each reporting date. As of April 30, 2026 and 2025, the fair value of the Note was $0 and $3,696,000, respectively. For the year ended April 30, 2025, using the following assumptions: stock price of $1.16, time to expiration of 0.54 years, interest rate of 6.0%, discount rate of 16.0%, risk free rate of 4.16%, equity volatility of 72.0% and probability of default of 26.0%.

The Series B Warrants were determined to meet the definition of a derivative and were required to be recorded at fair value in accordance with ASC 815. Subsequent changes in the fair value of the Series B Warrants are recognized in earnings, at each reporting date. As of April 30, 2026 the Series A stock price was $0.37, exercise price of $1.18, risk free rate of 3.82%, equity volatility of 95.0% and the remaining term 2.54 years. As of April 30, 2025 Series A stock price was $1.16, exercise price of $1.18, risk free rate of 3.62%, equity volatility of 89.0% and the remaining term of 3.54 years.

Below is a summary of activity for the Note and Warrants as of April 30, 2026 and 2025:

MARKETABLE SECURITIES

On November 21, 2025 and 2024, the Company received payments from the Femasys Notes in Femasys common stock for interest income in the amount of $300,000 and $300,000, respectively. The interest income payments were based on the Femasys average stock price on those dates of $0.79 and $0.95, respectively, therefore, the Company received 379,747 and 315,790 common stock shares, respectively. The Company elected the fair value option on this investment. The related unrealized loss pertaining to this investment is recorded in other income and expense. The value of the marketable securities was $254,010 and $366,316 on April 30, 2026 and 2025, respectively. The Company holds a total of 695,537 and 315,790 common stock shares as of April 30, 2026 and 2025, respectively. As of April 30, 2026 and 2025, the current market value of the Femasys common stock shares was $0.37 and $1.16, respectively, that generated an unrealized loss of $412,306 and an unrealized gain of $66,316, respectively.

Cost and fair value of marketable equity securities at April 30, 2026 and 2025 are as follows:

The fair value of equity securities has been measured on a recurring basis using Level 1 inputs, which are based on unadjusted quoted market prices within active markets. There have been no changes in valuation approaches or techniques and related inputs.

INVESTMENT IN Q/C TECHNOLOGIES, INC.

Series G Preferred Shares and Warrants

On May 20, 2024, the Company entered into a Securities Purchase Agreement (the “Series G SPA”) with a public company operating in the medical industry, MyMD Pharmaceuticals, Inc. which subsequently changed its name to TNF Pharmaceuticals, Inc., and then to Q/C Technologies, Inc. (“QCLS”). Pursuant to the original terms, prior to the adjustment described below, of the Series G SPA, the Company purchased (i)7,000 shares of QCLS’s Series G Convertible Preferred Stock (the “Preferred Shares” or “Series G Preferred Stock”), representing approximately 33% of QCLS’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 QCLS Common Shares (as defined below); (ii) warrants to purchase up to 3,854,626 shares of QCLS Common Shares with a five-year term (“Series G Long-Term Warrant”); and (iii) warrants to purchase up to 3,854,626 shares of QCLS Common Shares with a 18-month term (“Series G Short-Term Warrant”) (collectively, the “QCLS Series G Warrants”), for an aggregate purchase price of $7,000,000.

In April 2025, QCLS issued securities that caused changes to the original terms of the Series G Preferred Stock. The conversion and exercises prices were adjusted to $0.1832 per Series G Preferred Share, the number of QCLS Series G Long-Term Warrants were adjusted to purchase 38,209,611 shares of QCLS Common Shares and the number of QCLS Series G Short-Term Warrants were adjusted to purchase 38,209,611 shares of QCLS Common Shares.

In September 2025, in connection with the QCLS’1-for-100 reverse stock split and pursuant to the stock combination event adjustment provisions of the Series G Preferred Shares and QCLS Series G Warrants, further adjusted the conversion price and the exercise price was adjusted to $3.3713 per share, the 7,000 Series G Preferred Shares were adjusted to be convertible into 2,076,351 shares of QCLS Common Shares, and the number of QCLS Series G Long-Term Warrants were adjusted to purchase 2,076,351 shares of QCLS Common Shares and the number of QCLS Series G Short-Term Warrants were adjusted to purchase 2,076,351 shares of QCLS Common Shares. On November 23, 2025, the QCLS Series G Short-Term Warrants expired.

Pursuant to the SPA, the Company has 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, the Company has the right to nominate one individual to serve on QCLS’s board of directors until PharmaCyte no longer beneficially owns at least 20% of QCLS Common Shares on an as-converted basis. The Company’s Chief Executive Officer serves on the board of directors of QCLS and is the QCLS Chief Executive Officer.

The Company has determined that QCLS is a VIE, since QCLS does not have sufficient equity at risk to finance its own operations without additional subordinated financial support. However, the Company has determined that it is not the primary beneficiary of QCLS. Furthermore, QCLS’s Series G Preferred Stock is not considered in substance common stock, and as such, equity method accounting does not apply. The Company recorded its investment in QCLS Series G Preferred Stock at its fair value and subsequent changes in fair value are recognized in earnings at each reporting period. The investment date fair value of the Series G Preferred Stock was estimated utilizing a Monte Carlo simulation.

The QCLS Series G Warrants were determined to meet the definition of a derivative and were required to be recorded at fair value in accordance with ASC 815. Subsequent changes in the fair value of the QCLS Series G Warrants are recognized in earnings, at each reporting date. The issuance date fair value of the QCLS Series G Warrants was determined utilizing the Black Scholes Merton Method.

The Series G Preferred Stock shares include a 10% dividend, which are payable in cash or shares of QCLS Series G Preferred Stock at the Company’s option, and the Company has elected to receive a combination of shares of the QCLS Preferred Stock as Payment in Kind (“PIK”) and cash value, which the Company expects to convert into shares of QCLS Common Shares pursuant to the terms of the QCLS Series G Preferred Stock’s Certificate of Designations. As of April 30, 2026 and 2025 the Company owned 8,583 and 7,831 shares of QCLS Series G Preferred Stock shares, respectively which includes the receipt of 752 and 831 shares of QCLS Series G Preferred Stock, during the years ended April 30, 2026 and 2025, respectively. During the year ended April 30, 2026, the Company recorded accrued dividends receivable and dividend income of $240,766.

During the year ending April 30, 2026, the Company recognized a loss of $8,708,000 for the change in fair value of the QCLS Series G Preferred Stock. The $13,766,000 fair value of the QCLS Series G Preferred Stock was estimated utilizing a Monte Carlo simulation with the following assumptions on April 30, 2026 (the per share amounts are post reverse stock split): QCLS stock price of $3.75, price floor of $36.40, expected time to settlement of one year, dividend rate of 10.0%, discount market interest rate of 16.7%, risk free rate of 3.72%, equity volatility of 130.0% and probability of default of 6.0%.

During the year ending April 30, 2025, the Company recognized a gain of approximately $5,063,950, for the change in fair value of the QCLS Series G Preferred Stock. The approximately $22,474,000 fair value of the QCLS Series G Preferred Stock was estimated utilizing a Monte Carlo simulation with the following assumptions on April 30, 2025 (the per share amounts are pre reverse stock split): QCLS stock price of $0.19, price floor of $0.36, expected time to settlement of 5.00 years, dividend rate of 10.0%, discount market interest rate of 17.6%, risk free rate of 3.72%, equity volatility of 105.0% and probability of default of 47%.

During the year ended April 30, 2026, a change in estimate was recorded for the QCLS Series G Preferred Stock expected term to settlement from five-years to one-year. This change in estimate was accounted for prospectively beginning in the fourth quarter of the fiscal year. The change in accounting estimate resulted in a decrease in the fair value of the QCLS Series G Preferred Stock of $1,887,000. The resulting change in accounting estimate negatively impacted other income (expense), net income (loss) and net income (loss) attributable to common stockholders in the amount of $1,887,000. The impact on basic and diluted earnings per share was a reduction of $0.23 per share, from a loss per share of $2.54 to a loss per share of $2.77, with a corresponding net loss attributable to common stockholders of $21,319,372 and $23,206,372, respectively.

During the year ending April 30, 2026, the Company recognized a loss of $2,602,000 for the change in fair value of the QCLS Series G Warrants. The $6,016,000 fair value of the QCLS Series G Warrants was determined utilizing the Black Scholes Merton Method with the following assumptions on April 30, 2026 (the per share amounts are post reverse stock split): QCLS stock price of $3.75, exercise price of $3.3713, risk free rate of 3.84%, equity volatility of 130.0% and remaining term of 3.07 years.

During the year ending April 30, 2025, the Company recognized a gain of approximately $2,367,684 for the change in fair value of the QCLS Series G Warrants. The approximately $8,618,000 fair value of the QCLS Series G Warrants was determined utilizing the Black Scholes Merton Method with the following assumptions on April 30, 2025 (the per share amounts are pre reverse stock split): QCLS stock price of $0.19, exercise price of $0.18, risk free rate of 3.65%-4.14%, equity volatility of 115.0%-130.0% and remaining term of 0.57-4.07 years.

Below is a summary of activity for the QCLS Series G Preferred Stock during the years ended April 30, 2026 and 2025:

Below is a summary of activity for the QCLS Series G Warrants during the years ended April 30, 2026 and 2025:

Series H Preferred Shares and Warrants

On September 2, 2025, the Company entered into a Securities Purchase Agreement (the “Series H SPA”) with QCLS. Pursuant to the Series H SPA, the Company purchased (i)3,000 shares of QCLS’s Series H Convertible Preferred Stock (the “Series H Preferred Shares” or “Series H Preferred Stock”), at a stated value of $1,000 per Series H Preferred Share, with an initial conversion price of $5.00 which were initially convertible into 600,000 shares of QCLS Common Shares ; (ii) warrants to purchase up to 600,000 shares of QCLS’s Common Shares with a five-year term (“QCLS Series H Warrant”), for a total purchase price of $3,000,000.

In September 2025, in connection with the QCLS’ 1-for-100 reverse stock split and pursuant to the stock combination event adjustment provisions of the Series H Preferred Shares and QCLS Series H Warrants, the conversion price and the exercise price was adjusted to $3.3713 per share, the 3,000 Series H Preferred Shares were adjusted to be convertible into 889,864 shares of QCLS Common Shares and the number of QCLS Series H Warrants was adjusted to purchase 889,864 shares of QCLS Common Shares.

The Series H Preferred Stock is not considered in substance common stock, and as such, the equity method of accounting does not apply. The Company recorded its investment in Series H Preferred Stock at its fair value as the Company did not elect the measurement alternative to account for the investment at cost less impairment. Subsequent changes in fair value of the Series H Preferred Stock are recognized in earnings at each reporting period. The initial fair value of the Series H Preferred Stock of $3,483,000 was estimated utilizing a probability-weighted scenario model, with the following inputs: the fair value of QCLS Common Shares of$3.61, estimated equity volatility of 100.0%, the time to maturity of 1.49 years, the redemption premium of 106%, the liquidation premium of 125%, the conversion price of $5.00 per share, a market interest rate of 19.51%, a risk-free rate of 3.61%, and dividend rate of 7.00%.

The QCLS Series H Warrants were determined to meet the definition of a derivative and were required to be recorded at fair value in accordance with ASC 815. Subsequent changes in the fair value of the QCLS Series H Warrants are recognized in earnings, at each reporting date. The issuance date fair value of the QCLS Series H Warrants of $1,606,000 was determined utilizing the Black Scholes Merton Method using the following inputs: the fair value of QCLS Common Shares of$3.61, exercise price of$5.00; dividend yield of 0%; remaining term of 5.00 years; equity volatility of 105.0%; and a risk-free interest rate of 3.59%.

The total aggregated fair value of the QCLS Series H Preferred Stock and the QCLS Series H Warrants of $5,089,000 exceeded the total purchase price of $3,000,000 by $2,089,000, which was recognized as a gain on investment in QCLS on the consolidated statement of operations for the year ended April 30, 2026.

During the year ended April 30, 2026, the Company recognized a gain on the change in fair value of the Series H Preferred Stock of $976,000. The $4,459,000 fair value of the Series H Preferred Stock was estimated utilizing a probability-weighted scenario model, with the following inputs on April 30, 2026: the fair value of QCLS Common Shares of$3.75, estimated equity volatility of 135.0%, the time to maturity of 0.84 years, the redemption premium of 106%, the liquidation premium of 125%, the conversion price of $3.3713 per share, a market interest rate of 20.57%, a risk-free rate of 3.65%, and dividend rate of 7.00%.

During the year ended April 30, 2026, the Company recognized a gain of $1,223,000, respectively, related to the change in the QCLS Series H Warrants fair value. The $2,829,000 fair value of the QCLS Series H Warrants was determined utilizing a Black Scholes Merton model with the following assumptions on April 30, 2026: the fair value of QCLS Common Shares of$3.75, exercise price of$3.3713, risk free rate of 3.91%, equity volatility of 130.0%, and remaining term of 4.35 years.

The Company has determined that QCLS is a VIE, as QCLS does not have sufficient equity at risk to finance its own operations without additional subordinated financial support. However, the Company has determined that it is not the primary beneficiary of QCLS.

Below is a summary of activity for the Series H Preferred Stock during the year ended April 30, 2026:

Below is a summary of activity for the QCLS Series H Warrants during the year ended April 30, 2026:

NOTE 5 –ACCRUED EXPENSES

Accrued expenses at April 30, 2026 and 2025 are summarized below:

See Note 9 – Commitments and Contingencies for additional information on the legal settlement.

NOTE 6 –STOCK OPTIONS AND WARRANTS

2021 Equity Incentive Plan

Effective June 30, 2021, the Company implemented the 2021 Equity Incentive Plan (“2021 Equity Plan”) as approved by the Company’s stockholders. The 2021 Equity Plan is administered by the Compensation Committee of the Board and has 166,667 shares authorized under this plan. The 2021 Equity Plan can issue various types of awards, as follows: stock options, stock appreciation rights, restricted stock, restricted stock units, and cash or other stock-based awards. The 2021 Equity Plan is available to be issued to employees, directors, consultants, and other individuals who provide services to the Company. An incentive stock options (“ISOs”) can only be granted to employees and shall not exceed 10-years (5-years in the case of ISOs granted to any 10% shareholder). As of April 30, 2026, there are 154,596 shares remaining available under this plan.

2022 Equity Incentive Plan

Effective December 28, 2022, the Company implemented the 2022 Equity Incentive Plan (“2022 Equity Plan”) as approved by the Company’s stockholders. In October 2025, the Company held a special meeting of stockholders (the “2025 Special Meeting”). At the 2025 Special Meeting, the stockholders of the Company approved an amendment to the 2022 Equity Plan which, among other things, increased the number of shares of common stock available for grant under the 2022 Equity Plan by 2,250,000. In March 2026, at the Company’s annual stockholders meeting, the stockholders of the Company approved an amendment to the 2022 Equity Plan which, among other things, increased the number of shares of common stock available under the 2022 Equity Plan by 2,000,000. The 2022 Equity Plan is administered by the Compensation Committee of the Board and has 7,000,000 shares authorized under this plan. The 2022 Equity Plan can issue various types of awards, as follows: stock options, stock appreciation rights, restricted stock, restricted stock units, and cash or other stock-based awards. The 2022 Equity Plan is available to be issued to employees, directors, consultants, and other individuals who provide services to the Company. An incentive stock options (“ISOs”) can only be granted to employees and shall not exceed 10-years (5-years in the case of ISOs granted to any 10% shareholder). As of April 30, 2026, there are 4,970,040 shares remaining available under this plan.

Stock Options

The fair value of the Employee Options at the date of grant was estimated using the Black-Scholes-Merton option-pricing model, based on the following weighted average assumptions:

The Company’s computation of expected volatility for the years ended April 30, 2026 and 2025 is based on the Company’s historical basis volatility. For stock option grants issued during the year ended April 30, 2025, the Company used a calculated volatility for each grant. The Company lacks adequate information about the exercise behavior now and has determined the expected term assumption under the simplified method provided for under ASC 718, which averages the contractual term of the Company’s stock options of ten years with the average vesting term of six months. The dividend yield assumption of zero is based upon the fact that the Company has never paid cash dividends and presently has no intention of paying cash dividends. The risk-free interest rate used for each grant is equal to the U.S. Treasury rates in effect at the time of the grant for instruments with a similar expected life.

A summary of the Company’s stock option activity and related information for the years ended April 30, 2026 and 2025 is shown below:

The Company recorded $236,056 and $478,637 of stock-based compensation related to the issuance of options to certain officers and directors in exchange for services during the years ended April 30, 2026 and 2025, respectively. At April 30, 2026, there remained $0 unrecognized compensation expense related to unvested granted to directors.

The aggregate intrinsic value of vested outstanding options as of April 30, 2026 was $0.

Restrictive Stock Units

On December 11, 2025, the Company granted restricted stock units (the “RSUs”) to the Board of Directors. The directors were granted a total of 875,000 shares of the Company’s common stock valued at $892,500, recorded as stock-based compensation expense in G&A. The shares vested upon issuance and there were no RSUs unvested at April 30, 2026 and 2025. The RSUs were priced at $1.02 per share, the closing price on the grant date. The Company initiated a share buyback of 393,750 shares for $401,625 and given to the directors to assist with the income tax effect of granting of the RSUs. The result was the net shares provided to the directors totaled 481,250 shares.

Warrants

Series B Warrant

Pursuant to the Private Placement (as defined below), the Company issued investors Series B Warrants (as defined below) to purchase 8,750,000 shares of Common Stock, with an exercise price of $4.00 per share (subject to adjustment), for a period of five years from the date of issuance. For more information on the Private Placement, see “Note 12 – Preferred Stock”. In connection with the Series C Private Placement (as defined herein), in August 2025, the exercise price of the Series B Warrants was adjusted to $0.95 per share and the number of shares of Common Stock issuable upon exercise of the Series B Warrants was adjusted proportionally to 36,780,161 pursuant to the full ratchet anti-dilution provisions contained therein.

The Series B Warrants were determined to be subject to liability classification as they are considered to be indexed to the Company’s own stock but fail to meet the requirements for equity classification in accordance with ASC 815. As such, the Company recorded the Series B Warrants as a liability at fair value with subsequent changes in fair value recognized in earnings. The Company utilized the Black-Scholes-Merton Model to calculate the value of the Series B Warrants issued on May 10, 2023.

During the year ended April 30, 2026, the Company received Series B exercise notices totaling 1,100,000 shares. The exercises resulted in the Company received cash in the amount of $1,046,760 and a reduction in the warrant liability of $599,135. Following the exercises the Company has 35,680,160 Series B Warrant shares remaining.

During years ended April 30, 2026 and 2025, the Company recorded a loss of approximately $7,844,100 and a gain of approximately $10,446,000, respectively, related to the change in fair value of the warrant liability which is recorded in other income on the consolidated statements of operations. The fair value of the Series B Warrants of $7,583,000 and $338,000 were estimated at April 30, 2026 and 2025, respectively, utilizing the Black-Scholes-Merton Model using the fair value of the Company’s common stock of $0.72 and $1.24, respectively, the exercise price of $0.95 and $4.00, respectively, the number of warrants outstanding of 35,680,160 and 8,750,000, respectively, and the following weighted average assumptions: dividend yield 0%; remaining term of 2.03 and 3.03 years, respectively; equity volatility of 65.0% and 40.0%; and a risk-free interest rate of 3.81% and 3.52%, respectively.

Settlement Warrants

In connection with the Settlement Agreement, as defined on Note 9 – Commitments and Contingencies, on May 16, 2025, the Company issued warrants (“First Warrant Issuance”) to purchase 343,183 shares of Common Stock with an exercise price of $4.00 per share and a term of five years from the issuance date. On October 29, 2025, the Company issued additional warrants (“Additional Warrants”, and collectively with the First Warrant Issuance, the “Settlement Warrants”) to purchase 313,067 shares of the Company’s common stock with an exercise price of $4.00 per share and a term of five years from the issuance date. In connection with the Series C Private Placement (as defined herein), in August 2025, the exercise price of the Settlement Warrants was adjusted to $0.95 per share and the number of shares of Common Stock issuable upon exercise Settlement Warrants was adjusted proportionally to 2,758,511 pursuant to the full ratchet anti-dilution provisions contained in their respective agreements.

The Settlement Warrants were determined to be subject to liability classification. As such, the Company recorded the Settlement Warrants as a liability upon issuance at their fair value with subsequent changes in fair value recognized in earnings.

The Company utilized the Black-Scholes-Merton Model to calculate the value of the Settlement Warrants issued during the year ended April 30, 2026.

The fair value of the First Warrant Issuance of approximately $199,000 was estimated at May 16, 2025 (the date of issuance) using the fair value of the Company’s common stock of $1.06 on the issuance date as well as the following input assumptions: expected dividend yield of 0%; expected term of 5.0 years; equity volatility of 97.0%; and a risk-free interest rate of 4.1%.

The fair value of the Additional Warrants of approximately $164,000 was estimated at July 29, 2025 (the date of issuance) using the fair value of the Company’s common stock of $1.02 on the issuance date as well as the following input assumptions: expected dividend yield of 0%; expected term of 5.0 years; equity volatility of 94.0%; and a risk-free interest rate of 3.9%.

During the year ended April 30, 2026, the Company recorded a gain on legal settlement of $106,000 which represents the difference between the estimated fair value of the Settlement Warrants recognized during the year ended April 30, 2025 totaling $469,000 and their issuance date fair values totaling $363,000. See Note 9 – Commitment and Contingencies – Legal Proceedings.

During the year ended April 30, 2026, the Company recorded a loss $358,000 related to the change in fair value of the warrant liability associated with the Settlement Warrants which is recorded in other income (expense) on the consolidated statements of operations. The fair value of the Settlement Warrants of $721,000 was estimated at April 30, 2026 utilizing the Black-Scholes-Merton Model using the fair value of the Company’s common stock of $0.72 and was based on the following weighted average assumptions: expected dividend yield of 0%; expected term of 4.14 years; equity volatility of 51.0%; and a risk-free interest rate of 4.0%.

Series C Preferred Warrants

On August 17, 2025, the Company entered into a Securities Purchase Agreement (the “Series C Private Placement Agreement”) with certain accredited investors (the “Investors”), pursuant to which it agreed to sell in a private placement to the Investors warrants to acquire up to an aggregate of 7,000,000 shares of Common Stock, collectively, the (“Series C Preferred Warrants”), with an exercise price of $1.00 per share (subject to adjustment), for a period of five years from the date of issuance. The Series C Private Placement Agreement closed on August 19, 2025.

The Series C Preferred Warrants were determined to be subject to liability classification as they are considered to be indexed to the Company’s own stock but fail to meet the requirements for equity classification in accordance with ASC 815. As such, the Company recorded the Series C Preferred Warrants as a liability at fair value with subsequent changes in fair value recognized in earnings. The fair value of the Series C Preferred Warrants of $5,220,000 was estimated at August 19, 2025, utilizing the Black-Scholes-Merton Model using the fair value of the Company’s common stock of $1.01 and the following weighted average assumptions: dividend yield of 0%; remaining term of 5.00 years; equity volatility of 95.0%; and a risk-free interest rate of 3.75%.

During the year ended April 30, 2026, the Company recorded a gain of $3,456,000 related to the change in fair value of the warrant liability associated with the Series C Preferred Warrants which is recorded in other income on the consolidated statements of operations. The fair value of the Series C Preferred Warrants of $1,764,000 was estimated at April 30, 2026, utilizing the Black-Scholes-Merton Model using the fair value of the Company’s common stock of $0.72 and the following weighted average assumptions: dividend yield 0%; remaining term of 4.30 years; equity volatility of 50.0%; and a risk-free interest rate of 3.90%.

Placement Agent Warrants

In connection with the Series C Private Placement Agreement, the Company also issued warrants to purchase up to an aggregate of 560,000 shares of the Common Stock as compensation to placement agents for services rendered (the “Series C Placement Agent Warrants”).

The Series C Placement Agent Warrants are classified as a contingently redeemable warrant in accordance with ASC 718, as it was determined that the warrants were not precluded from equity classification under that guidance, but could be settled in cash or other assets in the event that another person or entity becomes the beneficial owner of 50% of the outstanding shares of the Common Stock. The Series C Placement Agent Warrants were thus classified in temporary equity on the Company’s consolidated balance sheets as of August 19, 2025 pursuant to ASC 480-10-S99-3A.

The fair value of the Series C Placement Agent Warrants of $417,000 was estimated at August 19, 2025, utilizing the Black-Scholes-Merton Model using the fair value of the Company’s common stock of $1.01 and the following weighted average assumptions: dividend yield of 0%; remaining term of 5.00 years; equity volatility of 95.0%; and a risk-free interest rate of 3.75%. The fair value of the Series C Placement Agent Warrants was expensed as incurred and was recorded in Series C Preferred Stock and Series C Preferred Warrants issuance costs on the consolidated statement of operations for the year ended April 30, 2026.

A summary of the Company’s warrant activity and related information for the years ended April 30, 2026 and 2025, are shown below:

NOTE 7 –INTANGIBLE ASSETS

The Company performs an annual analysis of impairment of the indefinite-lived assets at its fiscal year end as well as when a triggering event may have occurred. As of April 30, 2025, the intangible asset held by the Company relates to an IPR&D asset, the cells producing cytochrome P450, used in the treatment of pancreatic cancer with a carrying value in the amount of $1,549,427. As of April 30, 2026, the Company concluded that the IPR&D asset does not meet the requirements to continue the carrying value of the asset. The Company believes that a buyer of this technology would ascribe a de minimis value to this asset. Therefore, it was determined that as of April 30, 2026, there should be a full impairment of the $1,549,427 carrying value.

NOTE 8 –RELATED PARTY TRANSACTIONS

The Company had the following related party transactions during the years ended April 30, 2026 and 2025, respectively.

The Company owns 13.8% of the equity in SG Austria, and this investment is reported on the cost method of accounting. SG Austria has two subsidiaries: (i) Austrianova; and (ii) Austrianova Thailand. The Company did not purchase products and services from these subsidiaries in the years ended April 30, 2026, and 2025, respectively.

In April 2014, the Company entered the Vin-de-Bona Consulting Agreement pursuant to which it agreed to provide professional consulting services to the Company. Vin-de-Bona is owned by Prof. Günzburg and Dr. Salmons, both of whom are involved in numerous aspects of the Company’s scientific endeavors relating to cancer (Prof. Günzburg is the Chairman of Austrianova, and Dr. Salmons is the Chief Executive Officer and President of Austrianova). The term of the agreement is for 12 months, automatically renewable for successive 12-month terms. After the initial term, either party can terminate the agreement by giving the other party 30 days’ written notice before the effective date of termination. The agreement has been automatically renewed annually. The amounts incurred for the years ended April 30, 2026 and 2025, were approximately $10,500 and $16,000, respectively.

The Company’s Chief Executive Officer was appointed to the Femasys board of directors, see Note 4 – Investments in Debt and Equity Securities. During the year ended April 30, 2026, the Chief Executive Officer resigned his position on the Femasys board of directors.

The Company’s Chief Executive Officer is on the board directors of QCLS and serves as their Chief Executive Officer, see Note 4 – Investment in Debt and Equity Securities.

NOTE 9 –COMMITMENTS AND CONTINGENCIES

The Company acquires assets still in development and enters R&D arrangements with third parties that often require milestone and royalty payments to the third-party contingent upon the occurrence of certain future events linked to the success of the asset in development. Milestone payments may be required, contingent upon the successful achievement of an important point in the development lifecycle of the pharmaceutical product (e.g., approval of the product for marketing by a regulatory agency). If required by the license agreements, the Company may have to make royalty payments based upon a percentage of the sales of the pharmaceutical products if regulatory approval for marketing is obtained. For the years ended April 30, 2026 and 2025, the company expensed $391,301 and $438,416, respectively, in research and development expenses within the accompanying consolidated statements of operations. There have been no recognized costs related to royalty payments.

There are future royalty payments as follows:

Office Lease

In January 2023, the Company entered into a month-to-month agreement of the Las Vegas office space, commencing on May 1, 2023. Additionally, the Company rents storage space pursuant to a month-to-month agreement in Laguna Hills, California.

Rent expenses for these offices for the years ended April 30, 2026 and 2025 were $28,374 and $28,335, respectively.

With the month-to-month office rental agreements there are no aggregate future minimum lease payments required to be made.

Service Agreements

The Company has entered into several service agreements with independent and related parties pursuant to which services will be provided over a specified period-of-time related to the IND which the FDA has placed on clinical hold. The services include regulatory affairs strategy, advice and follow-up work on the IND and services related to having the clinical hold lifted. The total remaining cost is estimated to be approximately $220,000, of which the related party (SG Austria and its subsidiaries) portion will be approximately $220,000. These amounts take into account some of the cost associated with the work and preclinical studies required to lift the clinical hold.

Settlement of Legal Complaint Agreement

From time to time, the Company is subject to legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business. While the outcome of potential claims cannot be predicted with certainty, the Company does not believe that the outcome of any potential claims will have a material adverse effect on the Company’s financial condition or operating results.

On May 16, 2025, the Company entered into a settlement and release agreement (“Settlement Agreement”) with H.C. Wainwright & Co., LLC relating to a complaint filed on December 4, 2023, alleging a breach of contract. The Settlement Agreement resolved fully all differences, disputes or claims without admitting any liability, fault or wrongdoing on the part of all parties. The Settlement Agreement required the Company to pay $1.55 million, comprised of an initial payment of $1.25 million andtwelve equal payments of $25,000 beginning on the one-month anniversary of the initial payment. On May 16, 2025, as part of the settlement, the Company also issued warrants “(First Warrant Issuance”) to purchase 343,183 shares of Common Stock with an exercise price of $4.00 per share and a term of five years from the issuance date. On July 29, 2025, as part of the settlement, the Company issued additional warrants (“Additional Warrants”) to purchase 313,067 shares of Common Stock with an exercise price of $4.00 per share and a term of five years. See Note 6 – Stock Options and Warrants.

On August 19, 2025, pursuant to the warrant terms, the exercise price of the First Warrant Issuance and the Additional Warrants was adjusted to $0.95 per share. The price adjustment resulted in the number of shares underlying the First Warrant Issuance to increase to 1,442,551 shares and the number of shares underlying the Additional Warrants to increase to 1,315,960 shares. See Note 6 – Stock Options and Warrants.

The Company estimated the fair value of the First Warrant Issuance and the Additional Warrant Issuance as of April 30, 2025 pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820 Fair Value Measurement (“ASC 820”). The Company concluded the fair value of the First Warrant Issuance to be $245,000 and the Additional Warrant Issuance to be $224,000. The Company utilized the Black-Scholes-Merton Model to calculate the value of the warrants issued subsequent to the year ended April 30, 2025. The fair value of the warrants was estimated as of April 30, 2025, using the fair value of the Company’s common stock of $1.24 and was based on the following weighted average assumptions: dividend yield 0%; expected term of 5.0 years; equity volatility of 98%; and a risk-free interest rate of 3.7%. The Company recorded a legal settlement expense of $2,019,000, consisting of $1.55 million payment and the fair value of the two warrant issues totaling $469,000. The Company made settlement payments of $1,525,000 and $0, for the years ended April 30, 2026 and 2025, respectively. As of April 30, 2026, the remaining balance due is $25,000 and is included in accrued expenses. The Company recorded the $2,019,000 liability, including warrants, as of April 30, 2025 and is included in accrued expenses, see Note 5 – Accrued Expenses.

To the Company’s knowledge there are no legal proceedings pending to which any property of the Company is subject.

NOTE 10 -INCOME TAXES

For financial reporting purposes, the net pre-tax book income and/or loss for the U.S. and foreign entities, in the aggregate were:

The Company didnot record income tax expense for federal, state, or foreign for the years ended April 30, 2026 and 2025, respectively.

For the years ended April 30, 2026 and 2025, the Company paid no income taxes, net of refunds received, in federal, state, or foreign jurisdictions.

Because total income taxes paid, net of refunds received, were zero for each of the years ended April 30, 2026 and 2025, no individual jurisdiction met the 5% disaggregation threshold for separate disclosure.

The Company elected to prospectively adopt the guidance in ASU No. 2023-09, “Income Taxes (Topic 740):Improvements to Income Tax Disclosures”. The following table reconciles the U.S. federal statutory income tax rate of 21% to the Company’s effective income tax rate for the year ended April 30, 2026 in accordance with the guidance in ASU 2023-09:

The reconciliation of the U.S. statutory rate of 21% to the Company’s effective tax rate for the year ended April 30, 2025 in accordance with the guidance prior to the adoption of ASU 2023-09 is summarized as follows:

The Company’s deferred tax assets and deferred tax liabilities consist of the following:

At April 30, 2026, the Company had federal and state net operating loss carryforwards of approximately $64,683,000 and $35,748,000, respectively, available to offset against future taxable income; these operating loss carryforwards expire in 2024 through 2038. Internal Revenue Code Section 382 imposes an annual limitation for the utilization of tax attributes if there is an “ownership change”. Based upon the equity activity during the year ended April 30, 2022, the Company had an ownership change in August 2021. As a result of the change in-control that occurred in the Company’s shareholder base in August 2021, approximately $36,419,000 and $15,890,000 federal and state net operating loss carryforwards, respectively, became limited in their availability. The remaining net operating loss carryforwards are approximately $28,264,000 and $19,858,000 for federal and state purposes, respectively.

Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. Based on the assessment of all available evidence including, but not limited to, the Company’s limited operating history in its core business and lack of profitability, uncertainties of the commercial viability of its technology, the impact of government regulations and healthcare reform initiatives and other risks normally associated with biotechnology companies, the Company has concluded that is more likely than not that these operating loss carryforwards will not be realized. Accordingly, 100% of the deferred tax valuation allowance has been recorded against these assets.

Deferred income taxes reflect the net effect of temporary differences between the financial reporting carrying amounts of assets and liabilities and income tax carrying amounts of assets and liabilities. The components of the Company’s deferred tax assets and liabilities are as follows:

For all years presented, the Company did not recognize any deferred tax assets or liabilities. The net change in valuation allowance for the years ended April 30, 2026 and 2025 was an increase of $4,145,892 and an increase of $27,998, respectively.

There have been no changes to the Company’s liability for unrecognized tax benefits during the years ended April 30, 2026 and 2025, respectively.

The Company files its income tax returns in the U.S. Federal jurisdiction and various state jurisdictions. As of the year ended April 30, 2026, the tax returns for 2021 through 2025 remain open to examination by the Internal Revenue Service and state tax authorities.

The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expense. Management does not believe that there are significant uncertain tax positions in the tax years 2026 and 2025. As of the years ended April 30, 2026 and 2025, the Company had accruedno interest or penalties related to uncertain tax positions.

A valuation allowance is provided for deferred income tax assets when, in management’s judgment, based upon currently available information and other factors, it is more likely than not that all or a portion of such deferred income tax assets will not be realized. The determination of the need for a valuation allowance is based on an on-going evaluation of current information including, among other things, historical operating results, estimates of future earnings in different taxing jurisdictions and the expected timing of the reversals of temporary differences. The Company believes the determination to record a valuation allowance to reduce a deferred income tax asset is a significant accounting estimate because it is based on, among other things, an estimate of future taxable income in the U.S. and certain other jurisdictions, which is susceptible to change and may or may not occur, and because the impact of adjusting a valuation allowance may be material. In determining when to release the valuation allowance established against the Company’s net deferred income tax assets, the Company considers all available evidence, both positive and negative. Consistent with the Company’s policy, and because of the Company’s history of operating losses, the Company does not currently recognize the benefit of all its deferred tax assets, including tax loss carry forwards, which may be used to offset future taxable income. The Company continually assesses its ability to generate sufficient taxable income during future periods in which deferred tax assets may be realized. When the Company believes it is more likely than not that it will recover its deferred tax assets, the Company will reverse the valuation allowance as an income tax benefit in the statements of operations.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly-traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its stockholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the purchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

The Company hadno repurchases of shares of common stock for the year ended April 30, 2026. The Company repurchased 1,241,862 shares of common stock with a total cost of $2,567,770 including accrued excise tax during the year ended April 30, 2025. The Company recorded $0 and $25,424 in excise tax related to the IR Act, which is included in Treasury stock and accrued expenses for the years ended April 30, 2026 and 2025, respectively.

On July 4, 2025, the U.S. government enacted The One Big Beautiful Bill Act of 2025 (“OBBBA”) which includes, among other provisions, changes to the U.S. corporate income tax system including the allowance of immediate expensing of qualifying research and development expenses and permanent extensions of certain provisions within the Tax Cuts and Jobs Act.

In 2025, the One Big Beautiful Bill Act repealed the amortization requirement for domestic R&E expenditures, restoring immediate expensing. As a result, deferred tax assets decreased.

The OBBBA modified the U.S. International Tax provisions for Global Intangible Low-Taxed Income (“GILTI”), Foreign-Derived Intangible Income (“FDII”), and Base-erosion Anti-abuse Tax (“BEAT”) effective for the tax years starting after April 30, 2026. The tax rate on GILTI, now renamed to Net CFC Tested Income (“NCTI”), is now 12.6%. The FDII rules, now renamed to Foreign Derived Eligible Income (“FDDEI”), now carry a 14% tax rate on FDDEI eligible income. The OBBBA increases the BEAT rate from 10% to 10.5%.

NOTE 11 –EARNINGS PER SHARE

The Company computes earnings per share using the two-class method. The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings. The Series B Convertible Preferred Stock is considered participating securities as preferred shareholders are entitled to participate with common stockholders on an as-converted basis in any distributions of assets by the Company under the terms of the Certificate of Designations. Under the two-class method, there is no change in the weighted average shares outstanding used between the basic and diluted earnings per share calculations as the Series B Convertible Preferred Stock represents the only dilutive share equivalents during the years ended April 30, 2026 and 2025. During the years ended April 30, 2026 and 2025, the Company incurred income (losses) attributable to common shareholders. Accordingly, the effects of any common stock equivalent would be anti-dilutive during the period and thus are not included in the calculation of diluted weighted average number of shares outstanding.

The following table illustrates the computation of basic and diluted earnings (loss) per share:

The table below sets forth the potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding as they would be anti-dilutive:

Diluted earnings per share were calculated under both the if-converted and the two-class methods to determine the most dilutive amount for the common stock. The Company applied the treasury stock two-class method which assumes the securities remain in their current non-exercised or converted form and therefore, deemed anti-dilutive.

NOTE 12 –PREFERRED STOCK

Series B Private Placement

The Company has authorized 10,000,000 shares of preferred stock, with a par value of $0.0001, of which 35,000 shares have been designated as “Series B Convertible Preferred Stock”. As of April 30, 2026 and 2025, there were zero shares issued and outstanding, respectively. As of April 30, 2026 and 2025, there were $0 amounts subject to redemption, respectively.

On May 10, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which it agreed to sell to the Investors (i) an aggregate of 35,000 shares of the Company’s newly-designated Series B Convertible Preferred Stock with a stated value of $1,000 per share, initially convertible into up to 8,750,000 shares of the Company’s common stock, par value $0.0001 per share at a conversion price of $4.00 per share (the “Preferred Shares”), and (ii) warrants to acquire up to an aggregate of 8,750,000 shares of common stock (the “Warrants”) (collectively, the “Private Placement”).

The terms of the Preferred Shares are as set forth in a Certificate of Designations (the “Certificate of Designations”), which was filed with the Secretary of the State of Nevada on May 10, 2023. The Preferred Shares are convertible into common stock (the “Conversion Shares”) at the election of the holder at any time at an initial conversion price of $4.00 (the “Conversion Price”). 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 common stock, or securities convertible, exercisable or exchangeable for common stock, at a price below the then-applicable Conversion Price (subject to certain exceptions). The Company is required to settle the Preferred Shares in equal monthly installments, commencing on November 9, 2023. The amortization payments due upon such redemption are payable, at the Company’s election, in cash, or subject to certain limitations, in shares of common stock valued at the lower of (i) the Conversion Price then in effect and (ii) the greater of (A) a 20% discount to the average of the three lowest closing prices of the Company’s common stock during the thirty trading day period immediately prior to the date the amortization payment is due or (B) the lower of $0.556 and 20% of the Minimum Price (as defined in Rule 5635 of the Rule of the Nasdaq Stock Market) on the date of receipt of Nasdaq Stockholder Approval (as defined below); provided that if the amount set forth in clause B is the lowest effective price, the Company will be required to pay the amortization payment in cash. The Company may require holders to convert their Preferred Shares into Conversion Shares if the closing price of the common stock exceeds $6.00 per share for 20 consecutive trading days and the daily trading volume of the common stock exceeds 1,000,000 shares per day during the same period and certain equity conditions described in the Certificate of Designations are satisfied.

The holders of the Preferred Shares are entitled to dividends of 4% per annum, compounded monthly, which are payable in cash or shares of common stock at the Company’s option, in accordance with the terms of the Certificate of Designations. Upon the occurrence and during the continuance of a Triggering Event (as defined in the Certificate of Designations), the Preferred Shares will accrue dividends at the rate of 15% per annum. The holders of Preferred Shares have no voting rights on account of the Preferred Shares, other than with respect to certain matters affecting the rights of the Preferred Shares.

Notwithstanding the foregoing, the Company’s ability to settle conversions and make amortization payments using shares of common stock is subject to certain limitations set forth in the Certificate of Designations, including a limit on the number of shares that may be issued until the time, if any, that the Company’s stockholders have approved the issuance of more than 19.9% of the Company’s outstanding shares of common stock in accordance with Nasdaq listing standards (the “Nasdaq Stockholder Approval”). The Company received Nasdaq Stockholder Approval at its special meeting of stockholders held on August 31, 2023. Further, the Certificate of Designations contains a certain beneficial ownership limitation after giving effect to the issuance of shares of common stock issuable upon conversion of, or as part of any amortization payment under, the Certificate of Designations or Warrants.

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 the Company and the Investors simultaneously with the Purchase Agreement and the Company’s 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 the Company to redeem in cash any or all of the holder’s Preferred Shares at a premium set forth in the Certificate of Designations.

The Preferred Shares were determined to be more akin to a debt-like host than an equity-like host. The Company identified the following embedded features that are not clearly and closely related to the debt host instrument: 1) an installment redemption upon an Equity Conditions Failure (as defined in the Certificate of Designation), and 2) variable share-settled installment conversion. These features were bundled together, assigned probabilities of being affected and measured at fair value. Subsequent changes in the fair value of these features are recognized in the Consolidated Statements of Operations.

The discount to the fair value is included as a reduction to the carrying value of the Preferred Shares. In accordance with ASC 480-10-S99-3A the Company is accreting the discount on the effective interest method and $0 and $3,193,404, respectively, was recorded as a deemed dividend during the years ended April 30, 2026 and 2025.

During the years ended April 30, 2026 and 2025, the Company recorded gains of approximately $0 and $2,184,000, respectively, related to the change in fair value of the derivative liability, which is recorded in other income, net on the Consolidated Statements of Operations. The Company had $0 fair value of the bifurcated embedded derivative at April 30, 2025 as there wereno outstanding Preferred Shares at April 30, 2025. See Note 14 – Fair Value Measurements.

During the year ended April 30, 2025, the Company made all installment payments in cash pursuant to installment redemptions. The installment redemptions were paid in cash in the amounts of $22,486,875, which included $20,479,169 of the Preferred Shares, $734,864 of accrued dividends and $1,272,842 of additional 6% cash premium pursuant to the terms of the Series B Preferred stock. During the year ended April 30, 2025, the Company recognized a net dividend of $1,129,759 which is comprised of deemed dividend of $902,580 and $227,179 of preferred dividend, related to the amounts owed in addition to dividends as the installments were paid in cash which are included in Preferred stock dividends on the consolidated statement of operations.

Series C Private Placement

On August 17, 2025, the Company entered into the Series C Private Placement Agreement with the Investors, pursuant to which it agreed to sell to the Investors in a private placement (the “Series C Private Placement”) (i) an aggregate of 7,000 shares of the Company’s newly designated Series C convertible preferred stock, par value $0.0001, with a stated value of $1,000 per share (the “Series C Preferred Stock”), initially convertible into up to 7,000,000 shares of the Company’s common stock, par value $0.0001 per share at an initial conversion price of $1.00 and (ii) the Series C Preferred Warrants to purchase up to an aggregate of 7,000,000 shares of Common Stock. The closing of the Series C Private Placement occurred on August 19, 2025. The aggregate gross proceeds from the Series C Private Placement totaled $7,000,000.

In connection with the Series C Private Placement, pursuant to an Engagement Letter (the “Engagement Letter”) between the Company and the Series C Placement Agent, the Company has agreed to pay the Placement Agent (i) a cash fee equal to 8.0% of the gross proceeds from the Series C placement agent (the “Placement Agent”), and (ii) warrants to purchase shares of Common Stock equal to 8.0% of the number of shares of common stock that the Preferred Stock are initially convertible into, with an exercise price of $1.00 per share and a five-year term. Further, pursuant to the Engagement Letter, the Placement Agent is entitled to compensation with respect to any financing of the Company occurring during the term of the Engagement Letter or within twelve months thereafter when such financing is provided by investors whom the Placement Agent introduced to the Company. In addition, for any warrants of the Company that are issued to investors who are introduced to the Company by the Placement Agent in the Series C Private Placement or were previously issued in connection with the Company’s May 2023 private placement, and are exercised during the term of the Engagement Letter, the Company shall pay the Placement Agent a cash fee equal to 8.0% of the net proceeds received by the Company from such warrant exercises.

Transaction costs totaling $1,234,553 were incurred related to the Series C Private Placement consisting of cash expenses for placement agent fees, legal fees, and accounting costs related to the financing, as well as the fair value of the warrants issued to the Placement Agent. These costs were proportionately allocated to the Series C Preferred Stock and the Series C Preferred Warrants based on the allocated gross proceeds of the instruments. Accordingly, none of the transaction costs were allocated against the carrying value of the Preferred Stock and the total of $1,234,553 of transaction costs were immediately expensed related to the Series C Preferred Warrants which are accounted for as liabilities in accordance with ASC 815, and the bifurcated derivative related to the Series C Preferred Stock, which is included as a Series C Preferred Stock and Series C Preferred Warrants issuance costs on the consolidated statement of operations for the year ended April 30, 2026. Net proceeds from the Series C Private Placement totaled $6,182,447.

Series C Preferred Stock

The terms of the Series C Preferred Stock are as set forth in the form of Certificate of Designations (the “Series C Certificate of Designations”). The Series C Preferred Stock are convertible into shares of Common Stock (the “Conversion Shares”) at the election of the holder at any time at an initial conversion price of $1.00 (the “Conversion Price”). 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 Common Stock, or securities convertible, exercisable or exchangeable for Common Stock, at a price below the then-applicable Conversion Price (subject to certain exceptions). The conversion price was reduced to $0.95 after issuance pursuant to the full ratchet anti-dilution provisions contained in the Series C Certificate of Designations.

The holders of the Series C Preferred Stock will be entitled to dividends of 7% per annum, compounded quarterly, which will be payable in cash. Upon the occurrence and during the continuance of a Triggering Event (as defined in the Series C Certificate of Designations), the Series C Preferred Stock will accrue dividends at the rate of 15% per annum. The holders of Series C Preferred Stock are entitled to vote with holders of the Common Stock as a single class on all matters that holders of Common Stock are entitled to vote upon, with the number of votes per Series C Preferred Share equal to the stated value of such Series C Preferred Share divided by the then applicable Conversion Price; provided, however that in no event shall the then applicable Conversion Price be less than the “Minimum Price” (as defined in Nasdaq Listing Rule 5635) on the date immediately prior to the date of the Series C Private Placement Agreement.

In October 2025, the Company held a special meeting of stockholders (the “2025 Special Meeting”). At the 2025 Special Meeting, the stockholders of the Company approved, for purposes of complying with Nasdaq Listing Rule 5635(d), (the “Exchange Cap”) the issuance of shares of Common Stock underlying the Series C Preferred Stock and Series C Preferred Warrants, which allows the Company to settle all Series C Preferred Stock conversions into shares of Common Stock. The Series C Certificate of Designations contains a certain beneficial ownership limitation after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Series C Preferred Stock or Series C Preferred Warrants.

The Company obtained stockholder approval to remove the Exchange Cap on October 30, 2025, upon which event the conversion floor price was adjusted to $0.19.

The Series C Certificate of Designations includes certain Triggering Events (as defined in the Series C Certificate of Designations), including, among other things, the Company’s 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 the Company 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.

The Series C Preferred Stock was determined to be more akin to a debt-like host than an equity-like host. The Company identified certain embedded features that were deemed not to be clearly and closely related to the debt host instrument and were therefore bifurcated as a derivative under ASC 815. These features were bundled together, assigned probabilities of being affected and measured at fair value. Subsequent changes in fair value of these features are recognized in the consolidated statement of operations. The Company estimated the $1,995,000 fair value of the compound bifurcated embedded derivative at issuance using a probability-weighted scenario model, with the following inputs: the fair value of the Company’s common stock of $1.01 on the issuance date, estimated equity volatility of 60.0%, the time to maturity of 1.50 years, the maturity redemption premium of 106%, the liquidation premium of 125%, a market interest rate of 16.92%, a risk-free rate of 3.76%, and dividend rate of 7.00% and a dividend yield of 0%. The fair value of the bifurcated derivative liability was estimated utilizing the with and without method which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla scenario without a derivative.

The discount to the fair value is included as a reduction to the carrying value of the Series C Preferred Stock. During the year ended April 30, 2026, the Company recorded a total discount of $7,000,000 upon issuance of the Series C Preferred Stock, which was comprised of the issuance date fair value of the associated embedded derivative of $1,995,000 and the difference between the remaining gross proceeds after allocation to the derivative liability and the residual fair value of the Series C Preferred Stock of $5,005,000, which represents the portion of the total of the Series C Preferred Warrant liability of $5,220,000 allocated to the discount. As the fair value of the liabilities required to be subsequently measured at fair value exceeded the net proceeds received, the Company recognized the excess of the fair value over the net proceeds received as a loss upon issuance of preferred stock of $215,000 which is included in other income (expense) in the consolidated statement of operations for the year ended April 30, 2026. As of April 30, 2026, it is probable that the Series C Preferred Stock will be redeemed. In accordance with ASC 480-10-S99-3A, the Company is accreting the discount using the effective interest method and $3,503,222 was recorded as a deemed dividend during the year ended April 30, 2026.

During the year ended April 30, 2026, the Company recorded a gain of $1,117,000 related to the change in fair value of the derivative liability which is recorded in other income (expense) on the consolidated statements of operations. The Company estimated the $878,000 fair value of the bifurcated embedded derivative at April 30, 2026 using a probability-weighted scenario model, with the following inputs: the fair value of the Company’s common stock of $0.72 on the measurement date, estimated equity volatility of 95.0%, the time to maturity of 0.81 years, the maturity redemption premium of 106%, the liquidation premium of 125% a market interest rate of 20.58%, a risk-free rate of 3.65%, and dividend rate of 7.00% and a dividend yield of 0%. The fair value of the bifurcated derivative liability was estimated utilizing the with and without method which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla scenarios without a derivative.

During the year ended April 30, 2026, the Company recognized a total of $278,496 of preferred dividends at the stated dividend rate, of which $246,005 were paid in cash and $32,491 are accrued in accrued Series C Preferred Stock and dividends on the consolidated balance sheet as of April 30, 2026. During the year ended April 30, 2026, there were 2,234 shares of Series C Preferred Stock converted that resulted in 2,358,620 shares of common stock being issued.

NOTE 13 –TREASURY STOCK

In May 2022, the Board authorized a share repurchase program to acquire its outstanding common stock for up to $10 million. In January 2023, the Board authorized an additional share repurchase program to acquire up to an additional $10 million of the Company’s outstanding common stock. In conjunction with the share repurchase programs, the Company selected a broker to repurchase shares on behalf of the Company. The amount of common stock repurchased on any given trading day is determined by a formula, which is based on the market price of the common stock and average daily volumes. Shares repurchased are held in treasury for general corporate purposes. The shares are treated as Treasury Stock using the cost method. During the years ended April 30, 2026 and 2025, the Company repurchased 0 and 1,241,862, respectively, additional shares under the repurchase program at a total cost, including commissions and excise taxes of $0 and $2,567,700, respectively. As of April 30, 2026 and 2025, the total number of shares repurchased pursuant to the repurchase programs was 6,790,437 shares, respectively, at a total cost, including commissions and excise taxes of $17,886,108, respectively. Repurchased shares are included in Treasury Stock in the accompanying Consolidated Balance Sheets. At April 30, 2026 and 2025, $2,113,891, respectively, remain available to repurchase the Company’s common stock pursuant to the share repurchase programs. The Company paused the repurchase program in April 2025 and no further activity has occurred.

In December 2025, the Company granted restricted stock units to the directors totaling 875,000 shares of common stock. The Company purchased 393,750 shares back from the directors totaling $401,625 to distribute to the directors with the intent of covering the income tax effect of the grants. The buyback of the shares was recorded as treasury stock, the buyback did not affect the share repurchase program authorized by the Board.

As of April 30, 2026 and 2025, the total number of shares held in Treasury Stock is 15,270,066 and 14,876,316 shares respectively, at a total cost of $45,009,541 and $44,607,916, respectively.

NOTE 14 – FAIR VALUE MEASUREMENTS

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the year ended April 30, 2026 and 2025. The carrying amounts of cash equivalents, other current assets, accounts payable and accrued expenses approximate their fair values at April 30, 2026 and 2025 due to their short-term nature. The fair value of the bifurcated embedded derivative related to the convertible preferred stock was estimated using a Monte Carlo simulation model, which uses as inputs the fair value of the Company’s common stock and guideline companies estimates for the equity volatility and traded volume volatility of the Company’s common stock, the time maturity of the convertible preferred stock, the risk-free interest rate for a period of time that approximates the time to maturity, dividend rate, a penalty dividend rate and the probability of default. The fair value of the warrant liability was estimated using the Black Scholes Merton Model which uses as inputs the following weighted average assumptions, as noted above: dividend yield, expected terms in years, equity volatility and risk-free rate.

Fair Value on a Recurring Basis

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the warrant liability and bifurcated embedded derivative represent Level 3 measurements. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at April 30, 2026 and 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

The following table sets forth a summary of the change in the fair value of the warrant liability that is measured at fair value on a recurring basis:

The following table sets forth a summary of the change in the fair value of the bifurcated embedded derivative liability that is measured on a recurring basis:

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. Probability of default is estimated using the S&P Global default rate for companies with a similar credit rating to debtor’s.

The fair values of financial instruments by class as of April 30, 2026 and 2025 are as follows:

Assumptions used in the valuation of the Level 3 assets include time to expiration, discount rate, risk-free rate, volatility and probability of default.