Annual Report for Fiscal Year Ending April 30, 2026 (Form 10-K)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion may contain forward-looking statements that involve risks and uncertainties. As described under the caption "Cautionary Note Regarding Forward-Looking Statements," our actual results could differ materially from those discussed here. Factors that could cause or contribute to such differences include, but are not limited to, any factors discussed in this section as well as factors described in Part I, Item 1A. "Risk Factors" and under the caption "Cautionary Note Regarding Forward-Looking Statements."

Overview

We are a biotechnology company focused on developing and preparing to commercialize cellular therapies for cancer based upon our proprietary cellulose-based live cell encapsulation technology we refer to as Cell-in-a-Box^®. We are working to advance clinical research and development of new cellular-based therapies in oncology.

We are engaged preparing for a clinical trial in LAPC using encapsulated live cells.

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

To address our clinical hold, we assembled a team of regulatory and scientific experts to respond to the items requested by the FDA. That team has been working to complete the list of items requested by the FDA. For a complete discussion of what the FDA requires of us and the efforts we have undertaken to lift the clinical hold, see Item 1. Business under the Section entitled, "Clinical Hold" of this Report.

Impairment of Intangible Asset

We perform an annual analysis of impairment of the indefinite-lived assets at our fiscal year end as well as when a triggering event may have occurred. As of April 30, 2025, the intangible asset held by us 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, we concluded that the IPR&D asset does not meet the requirements to continue the carrying value of the asset. We believe that a buyer of this technology would ascribe a de minimis value to this asset. Therefore, we determined that as of April 30, 2026, there should be a full impairment of the $1,549,427 carrying value.

Series C Private Placement

On August 17, 2025, we entered into a Securities Purchase Agreement (the "Series C Private Placement Agreement") with certain accredited investors (the "Investors") in a private placement (the "Series C Private Placement") of (i) an aggregate of 7,000 shares of our 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 our common stock, par value $0.0001 per share at an initial conversion price of $1.00 and (ii) warrants (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 us and the Series C placement agent (the "Placement Agent"), we agreed to pay the Placement Agent (i) a cash fee equal to 8.0% of the gross proceeds from the Series C Private Placement, 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 of our financings 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 us. In addition, for any of our warrants that are issued to investors who are introduced to us by the Placement Agent in the Series C Private Placement or were previously issued in connection with our May 2023 private placement and are exercised during the term of the Engagement Letter, we shall pay the Placement Agent a cash fee equal to 8.0% of the net proceeds received by us from such warrant exercises.

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, we held a special meeting of stockholders (the "2025 Special Meeting"). At the 2025 Special Meeting, our stockholders 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 us 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.

We 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, our failure to pay any amounts due to the holders of the Series C Preferred Stock when due. In connection with a Triggering Event, each holder of Series C Preferred Stock will be able to require us to redeem in cash any or all of the holder's Series C Preferred Stock at a premium set forth in the Series C Certificate of Designations.

Femasys Transaction

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

The Femasys Purchase Agreement contains certain representations and warranties, covenants and indemnities customary for similar transactions. Pursuant to the Femasys Purchase Agreement, we have the right to nominate one individual to serve on Femasys' board of directors (the "Femasys Board") until the earlier of (a) when the Company beneficially owns less than 4.99% of the number of Femasys Shares outstanding and (b) the repayment of the Notes in full (such time, the "Investor Board Seat Fall-Away"). In addition, we agreed to a standstill until the later of (a) our nominee remaining on the Femasys Board and (b) 12 months after the Investor Board Seat Fall-Away, during which period we may not, among other things, acquire additional securities of Femasys other than pursuant to the Notes or Femasys Warrants.

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

The Series A Warrants are exercisable for Femasys Shares immediately at an exercise price of $1.18 per share and expire five years from the date of issuance. Femasys has the right to call the exercise of the Series A Warrants if the closing price of the Femasys Shares exceeds 200% of the exercise price for 10 consecutive trading days and the daily dollar trading volume of the Femasys Shares exceeds one million dollars ($1,000,000) per day during the same period and certain equity conditions are satisfied. The Series B Warrants expired on November 21, 2024.

In connection with the Femasys Transaction, we entered into a registration rights agreement with Femasys, pursuant to which Femasys was required to file a resale registration statement with the Commission, registering 100% of the shares issuable pursuant to the Notes and the Femasys Warrants.

In connection with the Femasys Transaction, we entered into a collaboration agreement with Femasys, dated November 14, 2023, whereby, if the Company and Femasys agree to conduct research activities or enter into a research plan in connection with discussing, evaluating and seeking technology that may be available to in-license or acquire with a view to enhancing the existing products of Femasys or adding new complementary products, we will establish a joint research committee with two representatives of Femasys and one representative of the Company to oversee the execution of the research plan and coordinate research activities.

QCLS Transaction

Series G Preferred Shares and Warrants

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

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

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

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

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

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

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

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

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 Common Shares with a five-year term ("QCLS Series H Warrants"), for a total purchase price of $3,000,000.

In September 2025, in connection with the QCLS's 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%, dividend rate of 7.00% and dividend yield rate of 0%.

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.

Performance Indicators

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

There are numerous items required to be completed successfully to ensure our final product candidate is ready for use in our planned clinical trial in LAPC. The effects of material transactions with related parties, and certain other parties to the extent necessary for such an undertaking, may have substantial effects on both the timeliness and success of our current and prospective financial position and operating results. Nonetheless, we are actively working to ensure strong ties and interactions to minimize the inherent risks regarding success. We do not believe there are factors which will cause materially different amounts to be reported than those presented in this Report. We aim to assess this regularly to provide accurate information to our shareholders.

Liquidity and Capital Resources

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

Other Liquidity Matters

We have no other off-balance sheet arrangements that could have a material current effect or that are reasonably likely to have a material adverse effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

To meet our short and long-term liquidity needs, we expect to use existing cash balances and a variety of other means. Other sources of liquidity could include additional potential issuances of debt or equity securities in public or private financings, partnerships, collaborations and sale of assets. Our history of operating losses and liquidity challenges may make it difficult for us to raise capital on acceptable terms or at all. The demand for the equity and debt of pharmaceutical companies like ours is dependent upon many factors, including the general state of the financial markets. During times of extreme market volatility, capital may not be available on favorable terms, if at all. Our inability to obtain such additional capital could materially and adversely affect our business operations. Our future capital requirements are difficult to forecast and will depend on many factors, but we believe that our cash on hand will enable us to fund operating expenses for at least the next 12 months following the issuance of our consolidated financial statements.

Year ended April 30, 2026, compared to year ended April 30, 2025

Revenue

We had no revenues in the fiscal years ended April 30, 2026, and 2025.

Operating Expenses

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

Research and development expenses

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

General and administrative expenses

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

Impairment asset expense

For the year ended April 30, 2026, we impaired an intangible asset in the amount of $1,549,427. There was no impairment for the year ended April 30, 2025.

Other Income (Expenses), Net

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

Discussion of Operating, Investing and Financing Activities

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

		Year Ended April 30, 2026				Year Ended April 30, 2025
Net cash used in operating activities:		$	(5,152,914	)		$	(2,978,296	)
Net cash provided by (used in) investing activities:		$	2,000,000			$	(7,000,000	)
Net cash provided by (used in) financing activities:		$	6,581,577			$	(25,029,151	)
Effect of currency rate exchange		$	3,073			$	(358	)
Increase (decrease) in cash and cash equivalents		$	3,431,736			$	(35,007,805	)

Operating Activities:

The cash used in operating activities for the year ended April 30, 2026 is a result of our net loss of $19,424,654, offset by non-cash transactions, change in the fair value of warrant asset in Femasys of $2,581,000, change in stock-based compensation of $236,056, change in RSU compensation of $892,500, the changes in fair value of warrant liability of $4,746,135, investment - QCLS of $7,732,000, change in fair value of QCLS warrants of $1,379,000, change in unrealized loss of marketable securities of $412,306, loss on issuance of Series C Preferred Stock of $215,000, issuance costs of Series C Preferred Stock and Series C Preferred Warrants of $1,234,553, impairment of intangible asset $1,549,427, offset by the gain on related party investment of $2,089,000, change in derivative liability of $1,117,000, convertible note receivable of $1,304,000, gain on re-fair value of warrants of $106,000, non-cash interest income of $162,500, and changes to prepaid expenses, accounts payable, accrued expenses, and accrued dividends totaling $1,927,737.

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

Investing Activities:

The cash provided by investing activities for the year ended April 30, 2026 is mainly attributable to the settlement of our note receivable with Femasys in the amount of $5 million, net of our entry into the QCLS Purchase Agreement in the amount of $3 million, with a public company operating in the technology industry, Pursuant to the QCLS Purchase Agreement, we purchased (i) 3,000 shares of QCLS's Series H Convertible Preferred Stock (the "Preferred Shares" or "Series H Preferred Stock"), which are convertible into 889,864 shares of Common Stock (as defined below); (ii) warrants to purchase up to 889,864 shares of QCLS Common Shares with a one-year term.

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

Financing Activities:

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

Critical Accounting Estimates

Our Consolidated Financial Statements are prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). We are required to make assumptions and estimates about future events and apply judgments that affect the reported amounts of assets, liabilities, revenue and expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that management believes to be relevant at the time our Consolidated Financial Statements are prepared. On a regular basis, management reviews the accounting policies, assumptions, estimates and judgments to ensure that our Consolidated Financial Statements are presented fairly and in accordance with U.S. GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

Our significant accounting policies are discussed in Note 3 of the Notes to our Consolidated Financial Statements included in Item 8, "Financial Statements and Supplementary Data" of this Report. Management believes that the following accounting estimates are the most critical to aid in fully understanding and evaluating our reported financial results and require management's most difficult, subjective or complex judgments resulting from the need to make estimates about the effects of matters that are inherently uncertain. Management has reviewed these critical accounting estimates and related disclosures with our Board.

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. During the three months ended April 30, 2026, new information became available relating to the estimate of the expected holding period. 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.

Fair Value of Financial Instruments

Fair value measurements are based upon certain market assumptions and pertinent information available as of and during the year ended April 30, 2026. 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 our common stock and estimates for the equity volatility and traded volume volatility of our common stock, the time to maturity of the convertible preferred stock, the risk-free interest rate for a period that approximates the time to maturity, dividend rate, a penalty dividend rate, and our probability of default. The fair value of the warrant liability was estimated using the Black Scholes Model which uses as inputs the following weighted average assumptions: dividend yield, expected term in years; equity volatility; and risk-free interest rate.

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

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

We recorded the issuance of Series C 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 C Preferred Stock was estimated utilizing a probability weighted scenario model with the following inputs: the fair value of our Common Shares, estimated equity volatility, the time to maturity, the redemption premium, the liquidation premium, the conversion price per share, a market interest rate, a risk-free rate, and dividend rate. Our Series C Warrants were recorded at fair value in accordance with ASC 815. Subsequent changes in the fair value of the Warrants are recognized in earnings, at each reporting period. The issuance date fair value of our Series C Warrants was determined utilizing the Black Scholes Merton Method.

In addition, we recorded the 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 with the following inputs: the fair value of QCLS Common Stock, estimated equity volatility, the settlement date, the conversion price per share, a market interest rate, a risk-free rate, probability of default and dividend rate. The QCLS Series G Warrants were recorded at fair value in accordance with ASC 815. Subsequent changes in the fair value of the warrants are recognized in earnings, at each reporting period. The issuance date fair value of the QCLS Series G Warrants was determined utilizing the Black Scholes Merton Method.

Also, we recorded the investment in QCLS Series H Preferred Stock at its fair value and subsequent changes in the fair value are recognized in earnings at each reporting period. The initial fair value of the Series H Preferred Stock was estimated utilizing a probability-weighted scenario model, with the following inputs: the fair value of QCLS Common Shares, estimated equity volatility, the time to maturity, the redemption premium, the liquidation premium, the conversion price per share, a market interest rate, a risk-free rate, and dividend rate. 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 was determined utilizing the Black Scholes Merton Method.

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 our interim periods within annual reporting periods beginning after December 15, 2027. We are evaluating the impact of adoption of this standard on its financial statements and disclosures.