ITEM 7. 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.
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.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
We are a smaller reporting company and are not required
to include information called for by this Item 7A.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA
Our Consolidated Balance Sheets, as of April 30, 2026
and 2025, and our Consolidated Statements of Operations, Comprehensive Income, Changes in Temporary Equity and Stockholders’ Equity
and Cash Flows for each of the years in the years ended April 30, 2026 and April 30, 2025, and associated Notes and Schedules, together
with the reports thereon of our independent registered public accounting firm, are set forth on Item 15 of this Report and are incorporated
by reference herein.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURES
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our Chairman, Chief Executive Officer and President,
as our principal executive officer (“Chief Executive Officer”), and our Chief Financial Officer, as our principal financial
officer (“Chief Financial Officer”), evaluated the effectiveness of our “disclosure controls and procedures,”
as such term is defined in Rule 13a-15(e) promulgated under the Exchange Act. Disclosure controls and procedures are designed to ensure
that the information required to be disclosed in the reports that we file or submit to the Commission pursuant to the Exchange Act are
recorded, processed, summarized and reported within the period specified by the Commission’s rules and forms and are accumulated
and communicated to our management, including our Chief Executive Officer, as appropriate to allow timely decisions regarding required
disclosures. Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of April
30, 2026, certain of our disclosure controls and procedures were not effective due to the material weaknesses in internal control over
financial reporting. This is described below in Management’s Report on Internal Control over Financial Reporting.
Management’s Report on Internal Controls
over Financial Reporting
Our management is responsible for establishing and
maintaining adequate internal controls over financial reporting as that term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).
Our internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with U.S. GAAP.
A material weakness is a deficiency, or a combination
of deficiencies, in internal controls over financial reporting such that there is a reasonable possibility that a material misstatement
of our annual or interim financial statements will not be prevented or detected in a timely basis.
Under the supervision and with the participation of
our Chief Executive Officer and our Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal controls
over financial reporting as of April 30, 2026, based on the criteria outlined in Internal Control-Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and identified the following material weaknesses
in internal controls over financial reporting:
Because of these material weaknesses, our Chief Executive
Officer and our Chief Financial Officer concluded that, as of April 30, 2026, our internal controls over financial reporting were not
effective based on the COSO criteria.
We plan to make changes to our procedures and controls
that we believe are reasonably likely to strengthen and materially affect our internal controls over financial reporting.
Prior to the remediation of our material weakness,
there remains risk that the processes and procedures on which we currently rely will fail to be sufficiently effective, which could result
in material misstatement of our financial position or results of operations and require a restatement. Because of the inherent limitations
in all control systems, no evaluation of controls - even where we conclude the controls are operating effectively - can provide absolute
assurance that all control issues, including instances of fraud, if any, have been detected. These inherent limitations include the realities
that judgments in decision making can be faulty, and breakdowns can occur because of simple error or mistake. Additionally, controls can
be circumvented by the individual acts of a person, by collusion of two or more people, or by management override of the controls. The
design of any system of controls also is based in part upon certain assumptions about the likelihood of future events; accordingly, there
can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, our control
systems, as we develop them, may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures
may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur
and not be detected and could be material to our financial statements.
Changes in Internal Controls over Financial
Reporting
There were no changes to our internal control over
financial reporting during the fiscal year ended April 30, 2026, that have materially affected, or are reasonably likely to materially
affect, our internal controls over financial reporting.
The Certifications of our Principal Executive and
Principal Financial Officer required in accordance with Rule 13a-14(a) under the Exchange Act and Section 302 of the Sarbanes-Oxley Act
of 2002 (“Certifications”) are attached to this Report. The disclosures set forth in this Item 9A contain information concerning:
(i) the evaluation of our disclosure controls and procedures, and changes in internal control over financial reporting, referred to in
paragraph 4 of the Certifications; and (ii) material weaknesses in the design or operation of our internal control over financial reporting,
referred to in paragraph 5 of the Certifications. The Certifications should be read in conjunction with this Item 9A for a more complete
understanding of the matters covered by the Certifications.
Limitations on the Effectiveness of Disclosure
Controls and Procedures
A control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design
of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities
that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Also, controls can be
circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The
design of any system of controls is also based in part upon certain assumptions about the likelihood of future events. There can be no
assurance that any design will succeed in achieving its stated goals under all potential future conditions.
ITEM 9B. OTHER INFORMATION
During the year ended April 30, 2026, no director
or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”
as each term is defined in Item 408(a) of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS
THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE
As of July 24, 2026, our directors and executive officers
are:
Name Age Position
Carlos A. Trujillo 68 Chief Financial Officer
Jonathan L. Schechter 52 Director
Robert Weinstein 66 Director
Wayne R. Walker 66 Director
Michael M. Abecassis 68 Director
Joshua N. Silverman
Joshua Silverman has served as a director of the
Company since August 2022 and as our Chief Executive Officer, President and Chairman of the Board since October 2022. Mr. Silverman has
served as the managing member of Parkfield Funding LLC since August 2016. Mr. Silverman co-founded Iroquois Capital Management, LLC (“Iroquois”),
an investment advisory firm, in 2003 and served as its principal, managing partner and co-chief investment officer until July 2016. While
at Iroquois, he designed and executed complex transactions, structuring and negotiating investments in both public and private companies
and has often been called upon by the companies solve inefficiencies as they relate to corporate structure, cash flow, and management.
From 2000 to 2003, Mr. Silverman served as co-chief investment officer of Vertical Ventures, LLC, a merchant bank. Prior to forming Iroquois,
Mr. Silverman was a director of Joele Frank, a boutique consulting firm specializing in mergers and acquisitions. Previously, Mr. Silverman
served as assistant press secretary to the president of the U.S. Mr. Silverman currently serves as an Executive Chairman of Fabric AI,
Inc., (Nasdaq: FABC), Q/C Technologies, Inc. (Nasdaq: QCLS), TAO Synergies Inc. (Nasdaq: TAOX) and Petros Pharmaceutical, Inc. (OTC: PTPI).
He previously served as a director of Protagenic Therapeutics, Inc. (Nasdaq: PTIX) from 2016 to 2022. Mr. Silverman received his B.A.
from Lehigh University in 1992. Mr. Silverman was chosen as a director of the Company because of his experience as an investment professional,
as a management consultant and as a director of numerous public companies.
Jonathan L. Schechter
Jonathan L. Schechter has served as a director
of the Company since August 2022. Since April 2021, he has served as a partner of The Special Equities Group, a division of Dawson James
Securities, Inc., a full-service investment bank specializing in healthcare, biotechnology, technology, and clean-tech sectors. Mr. Schechter
previously served as the Director of Investment Banking at Chardan Capital Markets, a full-service investment bank, starting in February
2008. Mr. Schechter is one of the founding partners of The Special Equities Opportunity Fund, a long-only fund that makes direct investments
in micro-cap companies and has served in this capacity since August 2019. Mr. Schechter currently serves as a member of the Board of Directors
of TaoWeave, Inc. (Nasdaq: TWAV), a technology company focused on investments on the Bittensor platform. He previously served as a director
of TAO Synergies Inc. (Nasdaq: TAOX) and DropCar, Inc. He has extensive experience analyzing and evaluating the financial statements of
public companies. Mr. Schechter earned his A.B. in Public Policy/Political Science from Duke University and his J.D. from Fordham University
School of Law. He has received formal education in finance and accounting and has extensive experience analyzing and evaluating the financial
statements of public companies. Mr. Schechter earned his A.B. in Public Policy/Political Science from Duke University and his J.D. from
Fordham University School of Law. Mr. Schechter was chosen as a director of the Company because of his lengthy public company, legal and
investment banking experience.
Michael M. Abecassis
Michael M. Abecassis, MD has served as a director
of the Company since July 2017. Since November 2019, Dr. Abecassis has been Dean of the University of Arizona College of Medicine –
Tucson, and following postgraduate training at the University of Toronto, Dr. Abecassis began his professional career as Assistant Professor
of Surgery and Director of Liver Transplantation and Hepatobiliary Surgery at the University of Iowa. In 1992, Dr. Abecassis became Northwestern
University’s Director of Liver Transplantation, where he initiated Northwestern’s liver transplant program. In 2004, Dr. Abecassis
was named Chief of the Division of Transplantation at the Feinberg School of Medicine, and the James Roscoe Miller Distinguished Professor
with Tenure at Feinberg. He then became Founding Director of the Comprehensive Transplant Center at Northwestern in 2009. He was appointed
Dean for Clinical Affairs at the Feinberg School of Medicine in 2008, serving until 2011. Dr. Abecassis received continuous funding from
the National Institutes of Health (“NIH”) for 20+ consecutive years as principal investigator in research studies that include
both laboratory and clinical studies. Dr. Abecassis is a member in good standing of several important professional societies, including
the Society of University Surgeons and the American Surgical Association, and was elected President of the American Society of Transplant
Surgeons from 2010-2011. He has served on the Editorial Boards of major scientific journals related to the fields of Hepato-pancreatico-biliary
(HPB) and transplant surgery. He has served as a member of NIH grant study sections and special emphasis panels relating to both transplantation
and virology. He served as a permanent member of the National Institute of Allergy and Infectious Diseases study section for career development
and training grants. Dr. Abecassis has been a course director for the American Society of Transplant Surgeons Leadership Development Program
for the Advanced Leader Development Program in 2013 at Northwestern’s Kellogg School of Management. He was a voting member of the
Medicare Coverage Advisory Committee and served on the United HealthCare Group Physician Advisory Board on Healthcare Performance and
Quality. Dr. Abecassis has been a member of various local, regional and national regulatory committees and has published seminal papers
on both the regulatory and financial aspects of transplantation, including the Healthcare Reform and the Affordable Care Act. Dr. Abecassis
received his Medical Degree from the University of Toronto in 1983 and was awarded a Master of Business Administration degree from the
Kellogg School of Management at Northwestern University in 2000. Dr. Abecassis was also a co-founder of Transplant Genomics Inc., a company
focused on developing, validating and commercializing molecular biomarkers for transplant rejection, and currently a subsidiary of Eurofins
Diagnostics. Dr. Abecassis was chosen as a director of the Company because of the combination of his clinical training and experience
in HPB diseases (e.g. liver and pancreatic cancer), his research background in related areas, and his experience with the regulatory and
business aspects of translation and commercialization of research efforts.
Robert Weinstein
Robert Weinstein has served as a director of the
Company since November 2022. Mr. Weinstein has served as chief financial officer of TAO Synergies Inc. (formerly Synaptogenix, Inc.) (Nasdaq:
TAOX) since October 2013. In addition, Mr. Weinstein performs work as a consultant for Petros Pharmaceuticals, Inc. (Nasdaq: PTPI) and
Fabric AI, Inc. (Nasdaq: FABC). He has extensive accounting and finance experience, spanning more than 40 years, as a public accountant,
investment banker, healthcare private equity fund principal and chief financial officer. From September 2011 to the present, Mr. Weinstein
has also been an independent consultant for several healthcare companies in the pharmaceutical and biotechnology industries. Mr. Weinstein
also serves as a member of the Board of Directors of XWELL, Inc. (formerly XpresSpa Group, Inc.) (Nasdaq: XWEL), a health and wellness
company whose core assets, XpresSpa and XpresCheck®, is a leading airport retailer of spa services and related health and wellness
products. Mr. Weinstein received his MBA degree in finance and international business from the University of Chicago Graduate School of
Business, is a Certified Public Accountant (inactive), and received his BS degree in accounting from the State University of New York
at Albany. Mr. Weinstein was chosen as a director of the Company because of his public company and financial expertise.
Wayne R. Walker
Wayne R. Walker has served as a director of the
Company since December 2022. Mr. Walker has over 35 years of experience in corporate governance, turnaround management, corporate restructuring
and bankruptcy matters. In 1998, Mr. Walker founded Walker Nell Partners, Inc., an international business consulting firm, and has served
as its president from its founding to the present. Before founding Walker Nell Partners, Inc., Mr. Walker worked for 15 years at the
DuPont Company in Wilmington, Delaware in the Securities and Bankruptcy group, where he worked in the Corporate Secretary’s office
and served as Senior Counsel. From 2025 to present, Mr. Walker has served as a director of Pitney Bowes, Inc., (NYSE: PBI), a provider
of shipping solutions, mailing innovation, presort mailing and financial services. From 2022 to present, Mr. Walker has served as a director
of Outdoor Holding Company, formerly AMMO, Inc. (Nasdaq: POWW), a designer, producer, and marketer of ammunition products. From December
2020 to the present, Mr. Walker has served as a director of Fabric, formerly AYRO, Inc. and SBLX. (Nasdaq: FABC), infrastructure company
builder of fabless semiconductor technologies to power AI factories. From 2018 to 2023, Mr. Walker has served as a director of Wrap Technologies,
Inc. (Nasdaq: WRAP), an innovator of modern policing solutions, where he also served as chairman of the board. From 2018 to 2023, Mr.
Walker has served as a director of Pitcairn Company and as the Chair of its Compensation Committee. From 2013 to 2014, Mr. Walker served
as chairman of the board of directors of BridgeStreet Worldwide, Inc., a global provider of extended corporate housing. From 2016 to