Cover
Cover - shares | 3 Months Ended | |
Jul. 31, 2023 | Sep. 18, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jul. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --04-30 | |
Entity File Number | 001-40699 | |
Entity Registrant Name | PHARMACYTE BIOTECH, INC. | |
Entity Central Index Key | 0001157075 | |
Entity Tax Identification Number | 62-1772151 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 3960 Howard Hughes Parkway | |
Entity Address, Address Line Two | Suite 500 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89169 | |
City Area Code | (917) | |
Local Phone Number | 595-2850 | |
Title of 12(b) Security | Common Stock, Par Value $0.0001 Per Share | |
Trading Symbol | PMCB | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 8,778,101 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jul. 31, 2023 | Apr. 30, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 74,662,527 | $ 68,039,936 |
Prepaid expenses and other current assets | 88,650 | 107,681 |
Total current assets | 74,751,177 | 68,147,617 |
Other assets: | ||
Intangibles | 3,549,427 | 3,549,427 |
Investment in SG Austria | 1,572,193 | 1,572,193 |
Other assets | 7,688 | 7,688 |
Total other assets | 5,129,308 | 5,129,308 |
Total Assets | 79,880,485 | 73,276,925 |
Current liabilities: | ||
Accounts payable | 718,130 | 128,281 |
Accrued expenses | 480,036 | 458,300 |
Dividends payable | 319,849 | 0 |
Total current liabilities | 1,518,015 | 586,581 |
Warrant liability | 15,579,000 | 0 |
Derivative liability | 3,300,000 | 0 |
Total Liabilities | 20,397,015 | 586,581 |
Commitments and Contingencies (Notes 6 and 8) | ||
Stockholders' equity: | ||
Common stock, authorized: 133,333,334 shares, $0.0001 par value; 21,672,078 shares issued and 8,778,101 shares outstanding as of July 31, 2023, and 21,602,078 shares issued and 16,793,980 shares outstanding as of April 30, 2023. | 2,167 | 2,160 |
Additional paid-in capital | 202,230,646 | 202,230,583 |
Accumulated deficit | (119,461,919) | (115,958,773) |
Treasury stock, at cost, 12,893,977 and 4,808,098 shares as of July 31, 2023, and April 30, 2023, respectively. | (40,017,947) | (13,560,623) |
Accumulated other comprehensive loss | (22,552) | (23,003) |
Total stockholders' equity | 42,730,395 | 72,690,344 |
Total Liabilities, Convertible Preferred Stock and Stockholders' Equity | 79,880,485 | 73,276,925 |
Series B Preferred Stock [Member] | ||
Convertible Preferred Stock: | ||
Convertible redeemable preferred stock | $ 16,753,075 | $ 0 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - USD ($) | Jul. 31, 2023 | Apr. 30, 2023 |
Common stock, shares authorized | 133,333,334 | 133,333,334 |
Common stock, shares par value | $ 0.0001 | $ 0.0001 |
Common stock, shares issued | 21,672,078 | 21,602,078 |
Common stock, shares outstanding | 8,778,101 | 16,793,980 |
Treasury Stock, Common, Shares | 12,893,977 | 4,808,098 |
Series B Preferred Stock [Member] | ||
Temporary Equity, Shares Authorized | 35,000 | |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | |
Temporary Equity, Par Value | $ 1,000 | |
Temporary Equity, Shares Issued | 35,000 | |
Temporary Equity, Shares Outstanding | 0 | |
Temporary Equity, Liquidation Preference | $ 35,000,000 | |
[custom:TemporaryEquityLiquidationDividendPercentage-0] | 4% | |
[custom:TemporaryEquityLiquidationDividendValue-0] | $ 319,849 | $ 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Income Statement [Abstract] | ||
Revenue | $ 0 | $ 0 |
Operating expenses: | ||
Research and development costs | 104,483 | 159,273 |
Compensation expense | 239,998 | 327,718 |
Director fees | 50,215 | 52,727 |
Legal and professional | 325,228 | 896,221 |
General and administrative | 1,355,402 | 244,669 |
Total operating expenses | 2,075,326 | 1,680,608 |
Loss from operations | (2,075,326) | (1,680,608) |
Other income (expense): | ||
Interest income | 875,878 | 139,502 |
Change in fair value of warrant liability | (1,452,000) | 0 |
Change in fair value of derivative liability | (530,000) | 0 |
Other expenses | (1,849) | (3,906) |
Total other income (expenses), net | (1,107,971) | 135,596 |
Net loss | (3,183,297) | (1,545,012) |
Preferred stock dividends | (319,849) | 0 |
Net loss attributable to common stockholders | $ (3,503,146) | $ (1,545,012) |
Basic loss per share | $ (0.28) | $ (0.07) |
Diluted loss per share | $ (0.28) | $ (0.07) |
Weighted average shares outstanding basic | 12,601,891 | 20,829,315 |
Weighted average shares outstanding diluted | 12,601,891 | 20,829,315 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Unaudited) - USD ($) | 3 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Income Statement [Abstract] | ||
Net loss attributable to common stockholders | $ (3,503,146) | $ (1,545,012) |
Other comprehensive income | ||
Foreign currency translation adjustment | 451 | 1,304 |
Other comprehensive income | 451 | 1,304 |
Comprehensive loss | $ (3,502,695) | $ (1,543,708) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock, Common [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Apr. 30, 2022 | $ 2,072 | $ 201,582,107 | $ (111,648,656) | $ (15,757) | $ 89,919,766 | ||
Beginning balance, shares at Apr. 30, 2022 | 0 | 20,721,047 | |||||
Beginning balance, shares at Apr. 30, 2022 | 0 | (20,721,047) | |||||
Stock issued for warrant exercise | $ 88 | 792 | 880 | ||||
Beginning balance, shares | 880,000 | ||||||
Foreign currency translation adjustment | 1,304 | 1,304 | |||||
Net loss | (1,545,012) | (1,545,012) | |||||
Repurchase of common stock | $ (2,090,847) | (2,090,847) | |||||
Beginning balance, shares | (851,981) | ||||||
Stock issued for compensation | 2,750 | 2,750 | |||||
Stock issued for services | 2,278 | 2,278 | |||||
Beginning balance, shares | 1,002 | ||||||
Stock-based compensation options | 4,595 | 4,595 | |||||
Ending balance, value at Jul. 31, 2022 | $ 2,160 | 201,592,522 | $ (2,090,847) | (113,193,668) | (14,453) | 86,295,714 | |
Beginning balance, shares at Jul. 31, 2022 | 0 | 21,602,049 | 851,981 | ||||
Beginning balance, shares at Jul. 31, 2022 | 0 | (21,602,049) | (851,981) | ||||
Beginning balance, value at Apr. 30, 2023 | $ 2,160 | 202,230,583 | $ (13,560,623) | (115,958,773) | (23,003) | 72,690,344 | |
Beginning balance, shares at Apr. 30, 2023 | 0 | 21,602,078 | 4,808,098 | ||||
Beginning balance, shares at Apr. 30, 2023 | 0 | (21,602,078) | (4,808,098) | ||||
Stock issued for warrant exercise | $ 7 | 63 | 70 | ||||
Beginning balance, shares | 70,000 | ||||||
Accrued preferred stock dividends | (319,849) | (319,849) | |||||
Foreign currency translation adjustment | 451 | 451 | |||||
Net loss | (3,183,297) | (3,183,297) | |||||
Repurchase of common stock | $ (26,457,324) | (26,457,324) | |||||
Beginning balance, shares | (8,085,879) | ||||||
Issuance of Series B Preferred Stock, net of discounts and issuance costs of $18,246,925 | $ 16,753,075 | ||||||
Beginning balance, shares | 35,000 | ||||||
Ending balance, value at Jul. 31, 2023 | $ 16,753,075 | $ 2,167 | $ 202,230,646 | $ (40,017,947) | $ (119,461,919) | $ (22,552) | $ 42,730,395 |
Beginning balance, shares at Jul. 31, 2023 | 35,000 | 21,672,078 | 12,893,977 | ||||
Beginning balance, shares at Jul. 31, 2023 | (35,000) | (21,672,078) | (12,893,977) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (3,183,297) | $ (1,545,012) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock issued for services | 0 | 2,278 |
Stock issued for compensation | 0 | 2,750 |
Stock-based compensation | 0 | 4,595 |
Warrant issuance costs | 913,640 | 0 |
Change in fair value of warrant liability | 1,452,000 | 0 |
Change in fair value of derivative liability | 530,000 | 0 |
Change in assets and liabilities: | ||
Decrease in prepaid expenses and other current assets | 19,031 | 66,024 |
Increase in accounts payable | 589,849 | 353,665 |
Increase in accrued expenses | 21,736 | 31,322 |
Net cash provided by (used in) operating activities | 342,959 | (1,084,378) |
Cash flows from investing activities: | ||
Net cash provided by (used in) investing activities | 0 | 0 |
Cash flows from financing activities: | ||
Repurchase of common stock | (26,457,324) | (2,090,847) |
Proceeds from issuance of preferred stock | 35,000,000 | 0 |
Payment for issuance costs related to preferred stock | (2,263,565) | 0 |
Proceeds from warrant exercise | 70 | 880 |
Net cash provided by (used in) financing activities | 6,279,181 | (2,089,967) |
Effect of currency rate exchange on cash and cash equivalents | 451 | 1,304 |
Net increase (decrease) in cash and cash equivalents | 6,622,591 | (3,173,041) |
Cash and cash equivalents at beginning of the period | 68,039,936 | 85,400,656 |
Cash and cash equivalents at end of the period | 74,662,527 | 82,227,615 |
Supplemental disclosure of cash flows information: | ||
Cash paid during the periods for income taxes | 1,600 | 0 |
Non-cash derivative liability at initial fair value | 2,770,000 | 0 |
Non-cash warrant liability at initial fair value | 14,127,000 | 0 |
Accrual of Series B Convertible Preferred Stock dividends | $ 319,849 | $ 0 |
NATURE OF BUSINESS
NATURE OF BUSINESS | 3 Months Ended |
Jul. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF BUSINESS | NOTE 1 – NATURE OF BUSINESS PharmaCyte Biotech, Inc. (“Company”) is a biotechnology company focused on developing cellular therapies for cancer, diabetes and malignant ascites based upon a proprietary cellulose-based live cell encapsulation technology known as “Cell-in-a-Box ® ® The Company is a Nevada corporation incorporated in 1996. In 2013, the Company restructured its operations to focus on biotechnology. The Company acquired licenses from SG Austria Pte. Ltd., a Singapore corporation (“SG Austria”) to treat cancer and Austrianova Singapore Pte. Ltd., a Singapore corporation (“Austrianova Singapore”) to treat diabetes using the Cell-in-the-Box technology. The restructuring resulted in the Company focusing all its efforts upon the development of a novel, effective and safe way to treat cancer and diabetes. In January 2015, the Company changed its name from Nuvilex, Inc. to PharmaCyte Biotech, Inc. to reflect the nature of its current business. In October 2021, the Company moved its headquarters from Laguna Hills, California to Las Vegas, Nevada. On September 1, 2020, the Company submitted an Investigational New Drug Application (“IND”) to the United States Food and Drug Administration (“FDA”) for a planned clinical trial in LAPC. On October 1, 2020, the Company received notice from the FDA that it had placed the IND on clinical hold. On October 30, 2020, the FDA sent a letter to the Company setting forth the reasons for the clinical hold and specific guidance on what the Company must do to have the clinical hold lifted. To lift the clinical hold, the FDA informed the Company that it needs to conduct several additional preclinical studies. The FDA also requested additional information regarding several topics, including DNA sequencing data, manufacturing information and product release specifications. The Company has been in the process of conducting these studies and gathering additional information to submit to the FDA. See “Investigational New Drug Application and Clinical Hold” below. On August 15, 2022, the Company entered into a Cooperation Agreement (“Cooperation Agreement”) with Iroquois Master Fund Ltd. and its affiliates, pursuant to which the Company elected a reconstituted Board of Directors (”Board”). The Board has formed a Business Review Committee to evaluate, investigate and review the Company’s business, affairs, strategy, management and operations and in its sole discretion to make recommendations to the Company’s management and Board with respect thereto. The Business Review Committee is also reviewing many of the risks relative to the Company’s business. In addition, the Board is reviewing the Company’s development programs and its relationship with SG Austria, including that all licensed patents have expired, that know-how relating to the Company’s Cell-in-a-Box® technology solely resides with SG Austria, and that the incentives of SG Austria and its management may not be currently aligned with those of the Company. The Board has curtailed spending on the Company’s programs, including pre-clinical and clinical activities, until the review by the Business Review Committee and the Board is complete and the Board has determined the actions and plans to be implemented. The Business Review Committee’s recommendations will include potentially seeking a new framework for the Company’s relationship with SG Austria and its subsidiaries. In the event the Company is unsuccessful in seeking an acceptable new framework, the Company will reevaluate whether it should continue those programs which are dependent on SG Austria, including its development programs for LAPC, diabetes and malignant ascites. The issues involving SG Austria have delayed the Company’s timeline for addressing the FDA clinical hold for its planned clinical trial in LAPC and could result in other delays or termination of the development activities. In addition, the curtailment of spending on the Company’s programs pending the review by the Business Review Committee and the Board may cause additional delays. The Cell-in-a-Box ® The Company has been developing therapies for pancreatic and other solid cancerous tumors by using genetically engineered live human cells that it believes are capable of converting a cancer prodrug into its cancer-killing form. The Company encapsulates those cells using the Cell-in-a-Box ® The Company has also been developing a way to delay the production and accumulation of malignant ascites that results from many types of abdominal cancerous tumors. The Company’s therapy for malignant ascites involves using the same encapsulated cells it employs for pancreatic cancer but placing the encapsulated cells in the peritoneal cavity of a patient and administering ifosfamide intravenously. In addition to the two cancer programs discussed above, the Company has been working on ways to exploit the benefits of the Cell-in-a-Box ® Cannabis ® Finally, the Company has been developing a potential therapy for Type 1 diabetes and insulin-dependent Type 2 diabetes. The Company’s product candidate for the treatment of diabetes consists of encapsulated genetically modified insulin-producing cells. The encapsulation will be done using the Cell-in-a-Box ® Until the review by the Business Review Committee and the Board is complete and the Board has determined the actions and plans to be implemented, spending on the Company’s programs has been curtailed. Investigational New Drug Application and Clinical Hold On September 1, 2020, the Company submitted an IND to the FDA for a planned clinical trial in LAPC. On October 1, 2020, the Company received notice from the FDA that it had placed the Company’s IND on clinical hold. On October 30, 2020, the FDA sent the Company a letter setting forth the reasons for the clinical hold and providing specific guidance on what the Company must do to have the clinical hold lifted. In order to address the clinical hold, the FDA requested that the Company: · Provide additional sequencing data and genetic stability studies; · Conduct a stability study on the Company’s final formulated product candidate as well as the cells from the Company’s Master Cell Bank; · Evaluate the compatibility of the delivery devices (the prefilled syringe and the microcatheter used to implant the CypCaps ™ · Provide additional detailed description of the manufacturing process of the Company’s product candidate for pancreatic cancer; · Provide additional product release specifications for the Company’s encapsulated cells; · Demonstrate comparability between the 1 st nd · Conduct a biocompatibility assessment using the Company’s capsules material; · Address specified insufficiencies in the Chemistry, Manufacturing and Controls information in the cross-referenced Drug Master File; · Conduct an additional nonclinical study in a large animal (such as a pig) to assess the safety, activity, and distribution of the product candidate for pancreatic cancer; and · Revise the Investigators Brochure to include any additional preclinical studies conducted in response to the clinical hold and remove any statements not supported by the data the Company generated. The FDA also requested that the Company address the following issues as an amendment to the Company’s IND: · Provide a Certificate of Analysis for pc3/2B1 plasmid that includes tests for assessing purity, safety, and potency; · Perform qualification studies for the drug substance filling step to ensure that the Company’s product candidate for pancreatic cancer remains sterile and stable during the filling process; · Submit an updated batch analysis for the Company’s product candidate for the specific lot that will be used for manufacturing all future product candidates; · Provide additional details for the methodology for the Resorufin (CYP2B1) potency and the PrestoBlue cell metabolic assays; · Provide a few examples of common microcatheters that fit the specifications in the Company’s Angiography Procedure Manual; · Clarify the language in our Pharmacy Manual regarding proper use of the syringe fill with the Company’s product candidate for pancreatic cancer; and · Provide a discussion with data for trial of the potential for cellular and humoral immune reactivity against the heterologous rat CYP2B1 protein and potential for induction of autoimmune-mediated toxicities in our study population. The Company assembled a scientific and regulatory team of experts to address the FDA requests. That team has been working diligently to complete the items requested by the FDA. The Company is in the latter stages of conducting the studies and providing the information requested by the FDA. The Company has completed the pilot study of two pigs and is evaluating the preliminary data before commencing the larger study of 90 pigs. Impact of COVID-19 on the Company’s Financial Condition and Results of Operations In March 2020, the World Health Organization declared an outbreak of COVID-19 as a pandemic, and the world’s economies have experienced pronounced effects. Despite the multiple COVID-19 vaccines globally, there remains uncertainty around the extent and duration of disruption and any future related financial impact cannot reasonably be estimated at this time. COVID-19 has caused and may continue to cause significant, industry-wide delays in clinical trials. Although the Company is not yet in a clinical trial, the Company has filed an IND with the FDA to commence a clinical trial in LAPC, and this clinical trial may experience delays relating to COVID-19 once commenced, including but not limited to: (i) delays or difficulties in enrolling patients in the Company’s clinical trial if the FDA allows the Company to go forward with the trial; (ii) delays or difficulties in clinical site activation, including difficulties in recruiting clinical site investigators and clinical site personnel; (iii) delays in clinical sites receiving the supplies and materials needed to conduct the clinical trial, including interruption in global shipping that may affect the transport of the Company’s clinical trial product; (iv) changes in local regulations as part of a response to COVID-19 which may require the Company to change the ways in which its clinical trial is to be conducted, which may result in unexpected costs, or to discontinue the clinical trial altogether; (v) diversion of healthcare resources away from the conduct of clinical trials, including the diversion of hospitals serving as the Company’s clinical trial sites and hospital staff supporting the conduct of the Company’s clinical trial; (vi) interruption of key clinical trial activities, such as clinical trial site monitoring, due to limitations on travel imposed or recommended by federal or state governments, employers and others, or interruption of clinical trial subject visits and study procedures, the occurrence of which could affect the integrity of clinical trial data; (vii) risk that participants enrolled in our clinical trials will acquire COVID-19 while the clinical trial is ongoing, which could impact the results of the clinical trial, including by increasing the number of observed adverse events; (viii) delays in necessary interactions with local regulators, ethics committees, and other important agencies and contractors due to limitations in employee resources or forced furlough of government employees; (ix) limitations in employee resources that would otherwise be focused on the conduct of the Company’s clinical trial because of sickness of employees or their families or the desire of employees to avoid contact with large groups of people; (x) refusal of the FDA to accept data from clinical trials in affected geographies; and (xi) interruption or delays to the Company’s clinical trial activities. Many of these potential delays may be exacerbated by the impact of COVID-19 in foreign countries where the Company is conducting these preclinical studies, including India, Europe, Singapore and Thailand. Further, the various precautionary measures taken by many governmental authorities around the world in order to limit the spread of COVID-19 has had and may continue to have an adverse effect on the global markets and global economy, including on the availability and pricing of employees, resources, materials, manufacturing and delivery efforts and other aspects of the global economy. COVID-19 could materially disrupt the Company’s business and operations, hamper its ability to raise additional funds or sell securities, continue to slow down the overall economy, curtail consumer spending, interrupt the Company’s supply chain, and make it hard to adequately staff the Company’s operations. Nasdaq Listing The Company’s common stock began trading on Nasdaq on August 10, 2021, under the symbol “PMCB.” Prior to that, the Company’s common stock was quoted on the OTCQB Market under the symbol “PMCB.” Reverse Stock Split Effective July 12, 2021, the Company filed a Certificate of Change with the Nevada Secretary of State that authorized a 1:1500 Increase in Authorized Shares On March 14, 2023, the Company filed a Certificate of Change with the State of Nevada, Secretary of State, to increase the number of authorized shares of its common stock to 133,333,334 0.0001 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jul. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. The Company operates independently and through four wholly owned subsidiaries: (i) Bio Blue Bird; (ii) PharmaCyte Biotech Europe Limited; (iii) PharmaCyte Biotech Australia Pty. Ltd.; and (iv) Viridis Biotech, Inc. and are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and the Rules and Regulations of the Commission. Upon consolidation, intercompany balances and transactions are eliminated. The Company’s 14.3 Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in accordance with U.S. GAAP. U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s condensed consolidated financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts of the Company’s condensed consolidated financial position and results of operations. Cash and Cash Equivalents Cash and cash equivalents include cash in banks and short-term liquid investments purchased with maturities of three months or less. Intangible Assets The Financial Accounting Standards Board (“FASB”) standard on goodwill and other intangible assets prescribes a two-step process for impairment testing of goodwill and indefinite-lived intangibles, which is performed annually, as well as when an event triggering impairment may have occurred. The first step tests for impairment, while the second step, if necessary, measures the impairment. The Company has elected to perform its annual analysis at the end of its reporting year. The Company’s intangible assets are licensing agreements related to the Cell-in-a-Box ® 1,549,427 2,000,000 3,549,427 These intangible assets have an indefinite life; therefore, they are not amortizable. The Company concluded that there was no Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset are less than carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value. No Fair Value of Financial Instruments The carrying amounts reflected in the Condensed Consolidated Balance Sheets for payables approximate fair value due to the short maturities of these instruments. The carrying amounts for warrant liability and derivative liability approximate fair value based on level 3 of the fair value hierarchy. Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the Condensed Consolidated Balance Sheets for current liabilities qualify as financial instruments and are a reasonable estimate of their fair values because of the short period between the origination of such instruments and their expected realization and their current market rate of interest. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of valuation hierarchy are defined as follows: · Level 1. Observable inputs such as quoted prices in active markets; · Level 2. Inputs, other than the quoted prices in active markets, which are observable either directly or indirectly; and · Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. Income Taxes Deferred taxes are calculated using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. A valuation allowance is provided for deferred income tax assets when, in management’s judgment, based upon currently available information and other factors, it is more likely than not that all or a portion of such deferred income tax assets will not be realized. The determination of the need for a valuation allowance is based on an on-going evaluation of current information including, among other things, historical operating results, estimates of future earnings in different taxing jurisdictions and the expected timing of the reversals of temporary differences. The Company believes the determination to record a valuation allowance to reduce a deferred income tax asset is a significant accounting estimate because it is based on, among other things, an estimate of future taxable income in the U.S. and certain other jurisdictions, which is susceptible to change and may or may not occur, and because the impact of adjusting a valuation allowance may be material. In determining when to release the valuation allowance established against the Company’s net deferred income tax assets, the Company considers all available evidence, both positive and negative. Consistent with the Company’s policy, and because of the Company’s history of operating losses, the Company does not currently recognize the benefit of all its deferred tax assets, including tax loss carry forwards, which may be used to offset future taxable income. The Company continually assesses its ability to generate sufficient taxable income during future periods in which deferred tax assets may be realized. When the Company believes it is more likely than not that it will recover its deferred tax assets, the Company will reverse the valuation allowance as an income tax benefit in the condensed consolidated statements of operations. The U.S. GAAP method of accounting for uncertain tax positions utilizes a two-step approach to evaluate tax positions. Step one, recognition, requires evaluation of the tax position to determine if based solely on technical merits it is more likely than not to be sustained upon examination. Step two, measurement, is addressed only if a position is more likely than not to be sustained. In step two, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement with tax authorities. If a position does not meet the more likely than not threshold for recognition in step one, no benefit is recorded until the first subsequent period in which the more likely than not standard is met, the issue is resolved with the taxing authorities or the statute of limitations expires. Positions previously recognized are derecognized when the Company subsequently determines the position no longer is more likely than not to be sustained. Evaluation of tax positions, their technical merits and measurements using cumulative probability are highly subjective management estimates. Actual results could differ materially from these estimates. Research and Development Research and development (“R&D”) expenses consist of costs incurred for direct and overhead-related research expenses and are expensed as incurred. Costs to acquire technologies, including licenses, which are utilized in research and development and that have no alternative future use are expensed when incurred. Technology developed for use in the Company’s product candidates is expensed as incurred until technological feasibility has been established. R&D costs for the three months ended July 31, 2023 and 2022 were $ 104,483 159,273 Stock-Based Compensation The Company recognizes stock-based compensation expense for only those awards ultimately expected to vest on a straight-line basis over the requisite service period of the award. The Company estimates the fair value of stock options using a Black-Scholes-Merton valuation model. This model requires the input of highly subjective assumptions, including the option's expected term and stock price volatility. In addition, judgment is also required in estimating the number of stock-based awards that are expected to be forfeited. Forfeitures are estimated based on historical experience at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The assumptions used in calculating the fair value of share-based payment awards represent management's best estimates, but these estimates involve inherent uncertainties and the application of management's judgment. Thus, if factors change and the Company uses different assumptions, the stock-based compensation expense could be materially different in the future. Concentration of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains most of its cash balance at financial institutions located throughout the United States. Accounts at these institutions are insured by the Federal Deposit Insurance Corporation up to $250,000. Uninsured balances aggregated approximately $ 26,111,000 1,760,000 Foreign Currency Translation The Company translates the financial statements of its foreign subsidiaries from the local (functional) currencies to U.S. dollars in accordance with FASB ASC 830, Foreign Currency Matters |
ACCRUED EXPENSES
ACCRUED EXPENSES | 3 Months Ended |
Jul. 31, 2023 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES | NOTE 3 – ACCRUED EXPENSES Accrued expenses at July 31, 2023 and April 30, 2023, are summarized below: Schedule of accrued expenses July 31, 2023 April 30, 2023 Payroll related costs $ 134,630 $ 112,894 R&D costs 287,310 287,310 Other 58,096 58,096 Total $ 480,036 $ 458,300 |
COMMON STOCK TRANSACTIONS
COMMON STOCK TRANSACTIONS | 3 Months Ended |
Jul. 31, 2023 | |
Equity [Abstract] | |
COMMON STOCK TRANSACTIONS | NOTE 4 – COMMON STOCK TRANSACTIONS A summary of the Company’s compensatory stock activity and related weighted average grant date fair value information for the three months ended July 31, 2023, and 2022 is as follows: In January 2022, the Company awarded 4,400 0 2,750 zero 1,833 During the three months ended July 31, 2022, three non-employee members of the Board were issued 1,002 0 2,278 zero All shares were issued without registration under the Securities Act of 1933 as amended (“Securities Act”) in reliance upon the exemption afforded by Section 4(a)(2) of the Securities Act. There were no |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 3 Months Ended |
Jul. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK OPTIONS AND WARRANTS | NOTE 5 – STOCK OPTIONS AND WARRANTS 2022 Equity Incentive Plan Effective December 28, 2022, the Company implemented the 2022 Equity Incentive Plan (“2022 Equity Plan”) as approved by the Company’s stockholders. The 2022 Equity Plan is administered by the Compensation Committee of the Board and has 2,750,000 Stock Options As of July 31, 2023, the Company had 280,936 During the three months ended July 31, 2023, and 2022, the Company granted 0 1,002 The fair value of the Employee Options at the date of grant was estimated using the Black-Scholes-Merton option-pricing model, based on the following weighted average assumptions: Schedule of assumptions for options Three Months Ended July 31, 2023 2022 Risk-free interest rate – 2.9 Expected volatility – 139 Expected lives (years) – 2.5 Expected dividend yield – 0.00 The Company’s computation of expected volatility is based on the historical daily volatility of its publicly traded stock. For stock option grants issued during the three months ended July 31, 2023, and 2022, the Company used a calculated volatility for each grant. The Company lacks adequate information about the exercise behavior now and has determined the expected term assumption under the simplified method provided for under ASC 718, which averages the contractual term of the Company’s stock options of five years with the average vesting term of two and one-half years for an average of three years. The dividend yield assumption of zero is based upon the fact the Company has never paid cash dividends and presently has no intention of paying cash dividends. The risk-free interest rate used for each grant is equal to the U.S. Treasury rates in effect at the time of the grant for instruments with a similar expected life. During the three months ended July 31, 2023, the Company granted no A summary of the Company’s stock option activity and related information for the three months ended July 31, 2023, are shown below: Schedule of stock option activity Options Number of Options Weighted Average Grant Date Fair Value per Share Outstanding, April 30, 2023 281,269 $ 6.94 Issued – – Forfeited (333 ) 102.45 Outstanding, July 31, 2023 280,936 $ 6.82 Exercisable, July 31, 2023 280,936 $ 6.82 Vested and expected to vest 280,936 $ 6.82 There were no The Company recorded $ 0 4,595 zero The following table summarizes the outstanding stock options by exercise price at July 31, 2023: Schedule of options by exercise price Exercise Price Number of Weighted Weighted Number of Weighted Average $ 80.10 800 0.10 $ 80.10 800 $ 80.10 $ 97.35 333 0.09 $ 97.35 333 $ 97.35 $ 74.25 6,000 0.38 $ 74.25 6,000 $ 74.25 $ 57.00 800 1.15 $ 57.00 800 $ 57.00 $ 60.60 667 0.38 $ 60.60 667 $ 60.60 $ 55.50 333 0.46 $ 55.50 333 $ 55.50 $ 51.00 333 0.60 $ 51.00 333 $ 51.00 $ 61.20 6,000 0.85 $ 61.20 6,000 $ 61.20 $ 36.00 667 0.88 $ 36.00 667 $ 36.00 $ 37.05 333 0.96 $ 37.05 333 $ 37.05 $ 15.75 333 1.10 $ 15.75 333 $ 15.75 $ 10.05 6,000 1.45 $ 10.05 6,000 $ 10.05 $ 26.55 667 1.38 $ 26.55 667 $ 26.55 $ 16.20 334 1.46 $ 16.20 334 $ 16.20 $ 3.19 334 1.60 $ 3.19 334 $ 3.19 $ 2.50 6,000 2.05 $ 2.50 6,000 $ 2.50 $ 2.29 668 1.88 $ 2.29 668 $ 2.29 $ 2.24 334 1.96 $ 2.24 334 $ 2.24 $ 2.97 250,000 9.30 $ 2.97 250,000 $ 2.97 Total 280,936 8.40 $ 6.82 280,936 $ 6.82 The aggregate intrinsic value of outstanding options as of July 31, 2023 was $ 1,347 Warrants Pursuant to the Private Placement (as defined below), the Company issued investors Warrants (as defined below) to purchase 8,750,000 4.00 The Warrants were determined to be within the scope of ASC 480-10 as they are puttable to the Company at Holders’ election upon the occurrence of a Fundamental Transaction (as defined in the agreements). As such, the Company recorded the Warrants as a liability at fair value with subsequent changes in fair value recognized in earnings. The Company utilized the Black-Scholes-Merton Model to calculate the value of the Warrants issued during the three months ended July 31, 2023. The fair value of the Warrants of approximately $ 14,127,000 Transaction costs incurred attributable to the issuance of the Warrants of approximately $ 0.9 During the three months ended July 31, 2023, the Company recorded a loss of approximately $ 1,452,000 15,579,000 A summary of the Company’s warrant activity and related information for the three months ended July 31, 2023, are shown below: Schedule of warrant activity Warrants Weighted Per Share Outstanding, April 30, 2023 9,890,847 $ 4.99 Issued 8,750,000 4.00 Exercised (70,000 ) – Expired – – Outstanding, July 31, 2023 18,570,847 – Exercisable, July 31, 2023 18,570,847 $ 4.54 The following table summarizes additional information concerning warrants outstanding and exercisable at July 31, 2023: Schedule of warrants outstanding and exercisable Exercise Prices Number of Weighted Weighted $ 4.25 1,506,141 3.03 $ 5.3125 264,706 3.03 $ 5.00 7,000,000 3.07 $ 6.25 1,050,000 3.05 $ 4.00 8,750,000 4.78 18,570,847 3.87 $ 4.54 |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 3 Months Ended |
Jul. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
LEGAL PROCEEDINGS | NOTE 6 – LEGAL PROCEEDINGS The Company is not currently a party to any pending legal proceedings, material or otherwise. There are no legal proceedings to which any property of the Company is subject. |
OTHER RELATED PARTY TRANSACTION
OTHER RELATED PARTY TRANSACTIONS | 3 Months Ended |
Jul. 31, 2023 | |
Related Party Transactions [Abstract] | |
OTHER RELATED PARTY TRANSACTIONS | NOTE 7 – OTHER RELATED PARTY TRANSACTIONS The Company had the following related party transactions during the three months ended July 31, 2023 and 2022, respectively. The Company owns 14.3 0 60,000 In April 2014, the Company entered the Vin-de-Bona Consulting Agreement pursuant to which it agreed to provide professional consulting services to the Company. Vin-de-Bona is owned by Prof. Günzburg and Dr. Salmons, both of whom are involved in numerous aspects of the Company’s scientific endeavors relating to cancer and diabetes (Prof. Günzburg is the Chairman of Austrianova, and Dr. Salmons is the Chief Executive Officer and President of Austrianova). The term of the agreement is for 12 months and is automatically renewable for successive 12-month terms. After the initial term, either party can terminate the agreement by giving the other party 30 days’ written notice before the effective date of termination. To date, the agreement has been automatically renewed annually. The amounts incurred for the three months ended July 31, 2023, and 2022, were approximately $ 100 45,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Jul. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS AND CONTINGENCIES The Company acquires assets still in development and enters R&D arrangements with third parties that often require milestone and royalty payments to the third-party contingent upon the occurrence of certain future events linked to the success of the asset in development. Milestone payments may be required, contingent upon the successful achievement of an important point in the development lifecycle of the pharmaceutical product (e.g., approval of the product for marketing by a regulatory agency). If required by the license agreements, the Company may have to make royalty payments based upon a percentage of the sales of the pharmaceutical products if regulatory approval for marketing is obtained. Office Lease In January 2022, the Company entered into a six-month lease of the Las Vegas, Nevada office space, commencing on May 1, 2022, which expired on October 31, 2022. In July 2022, the Company entered into an additional six-month lease of the Las Vegas, Nevada office space, commencing on November 1, 2022, which expired on April 30, 2023. In January 2023, the Company entered into a month-to-month agreement of the Las Vegas office space, commencing on May 1, 2023. Rent expenses for the office for the three months ended July 31, 2023 and 2022 were $ 8,967 1,100 With the month-to-month office rental agreements there are no aggregate future minimum lease payments required to be made. Compensation Agreements The Company entered into an executive compensation agreement with Carlos A. Trujillo in March 2015 of which was amended in December 2015 and March 2017. The Company’s compensation agreement with Mr. Trujillo was amended and restated effective January 1, 2022. The compensation agreement for Mr. Trujillo has a term of three years, with automatic renewals unless the Company or Mr. Trujillo provides written notice of termination at least ninety days prior to the end of the current term. As of July 31, 2023, the Company had five directors. Each director was entitled to receive $12,500 in cash for each calendar quarter of service on the Board. On August 15, 2022, the Company and the Board: (i) accepted the previously tendered irrevocable resignation of each of Dr. Matthias Löhr, Dr. Raymond C.F. Tong, Thomas Liquard, Dr. Gerald W. Crabtree, and Carlos A. Trujillo, as members of the Board, and (ii) appointed Jonathan L. Schechter, Joshua N. Silverman, Daniel Allen, Daniel S. Farb, and Jack E. Stover as independent members of the Board, effective immediately, each with a term expiring at the Company’s 2022 annual meeting of shareholders or until such person’s earlier death, resignation, disqualification or removal. On November 1, 2022, Jack E. Stover notified the Company of his decision to resign from the Board effective immediately. On November 14, 2022, in accordance with the recommendation of the Company’s Nominating Committee, Robert Weinstein was appointed to serve as a director of the Board and the Chairperson of the Audit Committee, with a term expiring at the Company’s annual meeting of shareholders or until death, resignation, disqualification or removal. On November 14, 2022, the Board approved the employment of Mr. Joshua Silverman as the Interim Chief Executive Officer, Interim President and Interim Chairman of the Board on a month-to-month basis. Upon Mr. Silverman accepting employment he was no longer an independent director. On December 28, 2022, the Company held its annual meeting of stockholders. The stockholders voted to elect the following directors to serve one-year terms expiring in 2023: Joshua N. Silverman, Jonathan L. Schechter, Michael M. Abecassis, Robert Weinstein and Wayne R. Walker. Service Agreements The Company has entered into several service agreements with independent and related parties pursuant to which services will be provided over a specified period-of-time related to the IND which the FDA has placed on clinical hold. The services include regulatory affairs strategy, advice and follow up work on the IND and services related to having the clinical hold lifted. The total cost is estimated to be approximately $482,000, of which the related party (SG Austria and its subsidiaries) portion will be approximately $157,000. These amounts take into account some of the cost associated with the work and preclinical studies required to lift the clinical hold. |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Jul. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES At July 31, 2023, the Company had federal and state net operating loss carryforwards of approximately $ 58,702,000 50,746,000 21,642,000 9,938,000 4,545,000 850,000 Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. Based on the assessment of all available evidence including, but not limited to, the Company’s limited operating history in its core business and lack of profitability, uncertainties of the commercial viability of its technology, the impact of government regulations and healthcare reform initiatives and other risks normally associated with biotechnology companies, the Company has concluded that is more likely than not that these operating loss carryforwards will not be realized. Accordingly, 100% of the deferred tax valuation allowance has been recorded against these assets. The Company’s policy is to recognize any interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of the three months ended July 31, 2023 and 2022, the Company had accrued no See Note 9 of Notes to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended April 30, 2023, for additional information regarding income taxes. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 3 Months Ended |
Jul. 31, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | NOTE 10 – EARNINGS PER SHARE Basic earnings (loss) per share is computed by dividing earnings available to common stockholders by the weighted average number of shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of shares and potentially dilutive shares of common stock outstanding during the period increased to include the number of additional shares of common stock that would be outstanding if the potentially dilutive securities had been issued. Potential shares of common stock outstanding principally include stock options and warrants. During the three months ended July 31, 2023, and 2022, the Company incurred losses. Accordingly, the effect of any common stock equivalent would be anti-dilutive during those periods and are not included in the calculation of diluted weighted average number of shares outstanding. The table below sets forth the basic loss per share calculations: Earnings per share calculations Three Months Ended July 31, 2023 2022 Net loss attributable to common stockholders $ (3,503,146 ) $ (1,545,012 ) Basic weighted average number of shares outstanding 12,601,891 20,829,315 Diluted weighted average number of shares outstanding 12,601,891 20,829,315 Basic loss per share $ (0.28 ) $ (0.07 ) Diluted loss per share $ (0.28 ) $ (0.07 ) The table below sets forth these potentially dilutive securities: Schedule of potentially dilutive securities Three Months Ended July 31, 2023 2022 Excluded options 280,936 38,269 Excluded warrants 18,570,847 9,890,847 Total excluded options and warrants 18,851,783 9,929,116 |
PREFERRED STOCK
PREFERRED STOCK | 3 Months Ended |
Jul. 31, 2023 | |
Equity [Abstract] | |
PREFERRED STOCK | NOTE 11 – PREFERRED STOCK The Company has authorized 10,000,000 0.0001 35,000 35,000 On May 10, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors (the “Investors”), pursuant to which it agreed to sell to the Investors (i) an aggregate of 35,000 shares of the Company’s newly-designated Series B convertible preferred stock with a stated value of $1,000 per share, initially convertible into up to 8,750,000 shares of the Company’s common stock, par value $0.0001 per share at a conversion price of $4.00 per share (the “Preferred Shares”), and (ii) warrants to acquire up to an aggregate of 8,750,000 shares of common stock (the “Warrants”) (collectively, the “Private Placement”). The terms of the Preferred Shares are as set forth in a Certificate of Designations (the “Certificate of Designations”), which was filed with the Secretary of the State of Nevada on May 10, 2023. The Preferred Shares are convertible into common stock (the “Conversion Shares”) at the election of the holder at any time at an initial conversion price of $4.00 (the “Conversion Price”). The Conversion Price is subject to customary adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of common stock, or securities convertible, exercisable or exchangeable for common stock, at a price below the then-applicable Conversion Price (subject to certain exceptions). The Company is required to redeem the Preferred Shares in equal monthly installments, commencing on November 9, 2023. The amortization payments due upon such redemption are payable, at the Company’s election, in cash, or subject to certain limitations, in shares of common stock valued at the lower of (i) the Conversion Price then in effect and (ii) the greater of (A) a 20% discount to the average of the three lowest closing prices of the Company’s common stock during the thirty trading day period immediately prior to the date the amortization payment is due or (B) the lower of $0.556 and 20% of the Minimum Price (as defined in Rule 5635 of the Rule of the Nasdaq Stock Market) on the date of receipt of Nasdaq Stockholder Approval (as defined below); provided that if the amount set forth in clause B is the lowest effective price, the Company will be required to pay the amortization payment in cash. The Company may require holders to convert their Preferred Shares into Conversion Shares if the closing price of the common stock exceeds $6.00 per share for 20 consecutive trading days and the daily trading volume of the common stock exceeds 1,000,000 shares per day during the same period and certain equity conditions described in the Certificate of Designations are satisfied. The holders of the Preferred Shares are entitled to dividends of 4% per annum, compounded monthly, which are payable in cash or shares of common stock at the Company’s option, in accordance with the terms of the Certificate of Designations. Upon the occurrence and during the continuance of a Triggering Event (as defined in the Certificate of Designations), the Preferred Shares will accrue dividends at the rate of 15% per annum. The holders of Preferred Shares have no voting rights on account of the Preferred Shares, other than with respect to certain matters affecting the rights of the Preferred Shares. Notwithstanding the foregoing, the Company’s ability to settle conversions and make amortization payments using shares of common stock is subject to certain limitations set forth in the Certificate of Designations, including a limit on the number of shares that may be issued until the time, if any, that the Company’s stockholders have approved the issuance of more than 19.9% of the Company’s outstanding shares of common stock in accordance with Nasdaq listing standards (the “Nasdaq Stockholder Approval”). The Company agreed to seek stockholder approval of these matters at a meeting to be held no later than October 1, 2023. Further, the Certificate of Designations contains a certain beneficial ownership limitation after giving effect to the issuance of shares of common stock issuable upon conversion of, or as part of any amortization payment under, the Certificate of Designations or Warrants. The Certificate of Designations includes certain Triggering Events (as defined in the Certificate of Designations), including, among other things, the failure to file and maintain an effective registration statement covering the sale of the holder’s securities registrable pursuant to a registration rights agreement entered into by the Company and the Investors simultaneously with the Purchase Agreement and the Company’s failure to pay any amounts due to the holders of the Preferred Shares when due. In connection with a Triggering Event, each holder of Preferred Shares will be able to require the Company to redeem in cash any or all of the holder’s Preferred Shares at a premium set forth in the Certificate of Designations. The Preferred Shares were determined to be more akin to a debt-like host than an equity-like host. The Company identified the following embedded features that are not clearly and closely related to the debt host instrument: 1) an installment redemption upon an Equity Conditions Failure (as defined in the Certificate of Designation), and 2) variable share-settled installment conversion. These features were bundled together, assigned probabilities of being affected and measured at fair value. Subsequent changes in the fair value of these features are recognized in the Condensed Consolidated Statements of Operations. The Company estimated the $2.8 million fair value of the bifurcated embedded derivative at issuance using a Monte Carlo simulation model, with the following inputs: the fair value of the Company’s common stock of $2.74 on the issuance date, estimated equity volatility of 55.0%, estimated traded volume volatility of 355.0%, the time to maturity of 1.50 years, a discounted market interest rate of 15.9%, a risk free rate of 4.3%, dividend rate of 4.0%, a penalty dividend rate of 15.0%, and probability of default of 27.0%. The fair value of the bifurcated derivative liability was estimated utilizing the with and without method which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative. The discount to the fair value is included as a reduction to the carrying value of the Preferred Shares. During the three months ended July 31, 2023, the Company recorded a total discount of approximately $ 18.2 2 1.3 14.1 During the three months ended July 31, 2023, the Company recorded a loss of approximately $ 0.5 3.3 The Company has one share of preferred stock designated as “Series A Preferred Stock” as of July 31, 2023 and April 30, 2023, there were no shares of Series A Preferred Stock issued and outstanding. The description of the Series A Preferred Stock below is qualified in its entirety by reference to the Company’s Articles of Incorporation, as amended. The Series A Preferred Stock has the following features: · There is one share of preferred stock designated as Series A Preferred Stock; · The Series A Preferred Stock has a number of votes at any time equal to the number of votes then held by all other shareholders of the Company having a right to vote on any matter plus one. The Certificate of Designations that designated the terms of the Series A Preferred Stock cannot be amended without the consent of the holder of the Series A Preferred Stock; · The Company may redeem the Series A Preferred Stock at any time for a redemption price of $1.00 paid to the holder of the share of Series A Preferred Stock; and · The Series A Preferred Stock has no rights of transfer, conversion, dividends, preferences upon liquidation or participation in any distributions to shareholders. |
TREASURY STOCK
TREASURY STOCK | 3 Months Ended |
Jul. 31, 2023 | |
Equity [Abstract] | |
TREASURY STOCK | NOTE 12 – TREASURY STOCK In May 2022, the Board authorized a share repurchase program to acquire its outstanding common stock for up to $ 10 million 4,808,098 13,560,623 6,439,377 Tender Offer On May 11, 2023, the Company commenced a tender offer, in accordance with Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, to purchase up to 7,750,000 shares of its common stock, par value $0.0001 per share, at a price of $3.25 per share. The tender offer expired one minute after 11:59 p.m. on June 9, 2023, and following such expiration the Company accepted for purchase a total of 8,085,879 26,457,324 As of July 31, 2023, the total number of shares held in Treasury Stock is 12,893,977 40,017,947 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 3 Months Ended |
Jul. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 13 – FAIR VALUE MEASUREMENTS Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of and during the three months ended July 31, 2023. The carrying amounts of cash equivalents, other current assets, accounts payable and accrued expenses approximate their face values at July 31, 2023 due to their short-term nature. The fair value of the bifurcated embedded derivative related to the convertible preferred stock was estimated using a Monte Carlo simulation model, which uses as inputs the fair value of the Company’s common stock and estimates for the equity volatility and traded volume volatility of our common stock, the time maturity of the convertible preferred stock, the risk-free interest rate for a period of time that approximates the time to maturity, dividend rate, a penalty dividend rate and the probability of default. The fair value of the warrant liability was estimated using the Black Scholes Merton Model which uses as inputs the following weighted average assumptions, as noted above: dividend yield, expected terms in years, equity volatility and risk-free rate. Fair Value on a Recurring Basis The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported and reported at fair at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The estimated fair value of the warrant liability and bifurcated embedded derivative represent Level 3 measurements. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at July 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: FAIR VALUE MEASUREMENTS (Details - Fair value Level 3) Description Level July 31, 2023 April 30, 2023 Liabilities: Warrant liability (Note 5) 3 $ 15,579,000 $ – Bifurcated embedded derivative (Note 11) 3 $ 3,300,000 $ – FAIR VALUE MEASUREMENTS (Details - Schedule of changes in fair value) The following table sets forth a summary of the change in the fair value of the warrant liability that is measured at fair value on a recurring basis. July 31, 2023 Balance on April 30, 2023 $ – Issuance of warrants 14,127,000 Change in fair value of warrant liability 1,452,000 Balance on July 31, 2023 $ 15,579,000 The following table sets forth a summary of the change in the fair value of the bifurcated embedded derivative liability that is measured on a recurring basis: July 31, 2023 Balance on April 30, 2023 $ – Issuance of convertible preferred stock with bifurcated embedded derivative 2,770,000 Change in fair value of bifurcated embedded derivative 530,000 Balance on July 31, 2023 $ 3,330,000 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Jul. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 – SUBSEQUENT EVENTS Increase to Authorized Shares On September 6, 2023, pursuant to stockholder approval received at a special meeting of stockholders, the Company filed with the Secretary of State of the State of Nevada a Certificate of Change to its Articles of Incorporation, as amended, to increase the number of authorized shares of common stock from 133,333,334 to 200,000,000. The Certificate of Change had no impact on the number of authorized shares of preferred stock, which remains at 10,000,000. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jul. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries. The Company operates independently and through four wholly owned subsidiaries: (i) Bio Blue Bird; (ii) PharmaCyte Biotech Europe Limited; (iii) PharmaCyte Biotech Australia Pty. Ltd.; and (iv) Viridis Biotech, Inc. and are prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and the Rules and Regulations of the Commission. Upon consolidation, intercompany balances and transactions are eliminated. The Company’s 14.3 |
Use of Estimates in the Preparation of Financial Statements | Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in accordance with U.S. GAAP. U.S. GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s condensed consolidated financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts of the Company’s condensed consolidated financial position and results of operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents include cash in banks and short-term liquid investments purchased with maturities of three months or less. |
Intangible Assets | Intangible Assets The Financial Accounting Standards Board (“FASB”) standard on goodwill and other intangible assets prescribes a two-step process for impairment testing of goodwill and indefinite-lived intangibles, which is performed annually, as well as when an event triggering impairment may have occurred. The first step tests for impairment, while the second step, if necessary, measures the impairment. The Company has elected to perform its annual analysis at the end of its reporting year. The Company’s intangible assets are licensing agreements related to the Cell-in-a-Box ® 1,549,427 2,000,000 3,549,427 These intangible assets have an indefinite life; therefore, they are not amortizable. The Company concluded that there was no |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset may not be fully recoverable. If the estimated future cash flows (undiscounted and without interest charges) from the use of an asset are less than carrying value, a write-down would be recorded to reduce the related asset to its estimated fair value. No |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts reflected in the Condensed Consolidated Balance Sheets for payables approximate fair value due to the short maturities of these instruments. The carrying amounts for warrant liability and derivative liability approximate fair value based on level 3 of the fair value hierarchy. Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurements and Disclosures,” requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the Condensed Consolidated Balance Sheets for current liabilities qualify as financial instruments and are a reasonable estimate of their fair values because of the short period between the origination of such instruments and their expected realization and their current market rate of interest. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of valuation hierarchy are defined as follows: · Level 1. Observable inputs such as quoted prices in active markets; · Level 2. Inputs, other than the quoted prices in active markets, which are observable either directly or indirectly; and · Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions. |
Income Taxes | Income Taxes Deferred taxes are calculated using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. A valuation allowance is provided for deferred income tax assets when, in management’s judgment, based upon currently available information and other factors, it is more likely than not that all or a portion of such deferred income tax assets will not be realized. The determination of the need for a valuation allowance is based on an on-going evaluation of current information including, among other things, historical operating results, estimates of future earnings in different taxing jurisdictions and the expected timing of the reversals of temporary differences. The Company believes the determination to record a valuation allowance to reduce a deferred income tax asset is a significant accounting estimate because it is based on, among other things, an estimate of future taxable income in the U.S. and certain other jurisdictions, which is susceptible to change and may or may not occur, and because the impact of adjusting a valuation allowance may be material. In determining when to release the valuation allowance established against the Company’s net deferred income tax assets, the Company considers all available evidence, both positive and negative. Consistent with the Company’s policy, and because of the Company’s history of operating losses, the Company does not currently recognize the benefit of all its deferred tax assets, including tax loss carry forwards, which may be used to offset future taxable income. The Company continually assesses its ability to generate sufficient taxable income during future periods in which deferred tax assets may be realized. When the Company believes it is more likely than not that it will recover its deferred tax assets, the Company will reverse the valuation allowance as an income tax benefit in the condensed consolidated statements of operations. The U.S. GAAP method of accounting for uncertain tax positions utilizes a two-step approach to evaluate tax positions. Step one, recognition, requires evaluation of the tax position to determine if based solely on technical merits it is more likely than not to be sustained upon examination. Step two, measurement, is addressed only if a position is more likely than not to be sustained. In step two, the tax benefit is measured as the largest amount of benefit, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement with tax authorities. If a position does not meet the more likely than not threshold for recognition in step one, no benefit is recorded until the first subsequent period in which the more likely than not standard is met, the issue is resolved with the taxing authorities or the statute of limitations expires. Positions previously recognized are derecognized when the Company subsequently determines the position no longer is more likely than not to be sustained. Evaluation of tax positions, their technical merits and measurements using cumulative probability are highly subjective management estimates. Actual results could differ materially from these estimates. |
Research and Development | Research and Development Research and development (“R&D”) expenses consist of costs incurred for direct and overhead-related research expenses and are expensed as incurred. Costs to acquire technologies, including licenses, which are utilized in research and development and that have no alternative future use are expensed when incurred. Technology developed for use in the Company’s product candidates is expensed as incurred until technological feasibility has been established. R&D costs for the three months ended July 31, 2023 and 2022 were $ 104,483 159,273 |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes stock-based compensation expense for only those awards ultimately expected to vest on a straight-line basis over the requisite service period of the award. The Company estimates the fair value of stock options using a Black-Scholes-Merton valuation model. This model requires the input of highly subjective assumptions, including the option's expected term and stock price volatility. In addition, judgment is also required in estimating the number of stock-based awards that are expected to be forfeited. Forfeitures are estimated based on historical experience at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The assumptions used in calculating the fair value of share-based payment awards represent management's best estimates, but these estimates involve inherent uncertainties and the application of management's judgment. Thus, if factors change and the Company uses different assumptions, the stock-based compensation expense could be materially different in the future. |
Concentration of Credit Risk | Concentration of Credit Risk The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company maintains most of its cash balance at financial institutions located throughout the United States. Accounts at these institutions are insured by the Federal Deposit Insurance Corporation up to $250,000. Uninsured balances aggregated approximately $ 26,111,000 1,760,000 |
Foreign Currency Translation | Foreign Currency Translation The Company translates the financial statements of its foreign subsidiaries from the local (functional) currencies to U.S. dollars in accordance with FASB ASC 830, Foreign Currency Matters |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 3 Months Ended |
Jul. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of accrued expenses | Schedule of accrued expenses July 31, 2023 April 30, 2023 Payroll related costs $ 134,630 $ 112,894 R&D costs 287,310 287,310 Other 58,096 58,096 Total $ 480,036 $ 458,300 |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 3 Months Ended |
Jul. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of assumptions for options | Schedule of assumptions for options Three Months Ended July 31, 2023 2022 Risk-free interest rate – 2.9 Expected volatility – 139 Expected lives (years) – 2.5 Expected dividend yield – 0.00 |
Schedule of stock option activity | Schedule of stock option activity Options Number of Options Weighted Average Grant Date Fair Value per Share Outstanding, April 30, 2023 281,269 $ 6.94 Issued – – Forfeited (333 ) 102.45 Outstanding, July 31, 2023 280,936 $ 6.82 Exercisable, July 31, 2023 280,936 $ 6.82 Vested and expected to vest 280,936 $ 6.82 |
Schedule of options by exercise price | Schedule of options by exercise price Exercise Price Number of Weighted Weighted Number of Weighted Average $ 80.10 800 0.10 $ 80.10 800 $ 80.10 $ 97.35 333 0.09 $ 97.35 333 $ 97.35 $ 74.25 6,000 0.38 $ 74.25 6,000 $ 74.25 $ 57.00 800 1.15 $ 57.00 800 $ 57.00 $ 60.60 667 0.38 $ 60.60 667 $ 60.60 $ 55.50 333 0.46 $ 55.50 333 $ 55.50 $ 51.00 333 0.60 $ 51.00 333 $ 51.00 $ 61.20 6,000 0.85 $ 61.20 6,000 $ 61.20 $ 36.00 667 0.88 $ 36.00 667 $ 36.00 $ 37.05 333 0.96 $ 37.05 333 $ 37.05 $ 15.75 333 1.10 $ 15.75 333 $ 15.75 $ 10.05 6,000 1.45 $ 10.05 6,000 $ 10.05 $ 26.55 667 1.38 $ 26.55 667 $ 26.55 $ 16.20 334 1.46 $ 16.20 334 $ 16.20 $ 3.19 334 1.60 $ 3.19 334 $ 3.19 $ 2.50 6,000 2.05 $ 2.50 6,000 $ 2.50 $ 2.29 668 1.88 $ 2.29 668 $ 2.29 $ 2.24 334 1.96 $ 2.24 334 $ 2.24 $ 2.97 250,000 9.30 $ 2.97 250,000 $ 2.97 Total 280,936 8.40 $ 6.82 280,936 $ 6.82 |
Schedule of warrant activity | Schedule of warrant activity Warrants Weighted Per Share Outstanding, April 30, 2023 9,890,847 $ 4.99 Issued 8,750,000 4.00 Exercised (70,000 ) – Expired – – Outstanding, July 31, 2023 18,570,847 – Exercisable, July 31, 2023 18,570,847 $ 4.54 |
Schedule of warrants outstanding and exercisable | Schedule of warrants outstanding and exercisable Exercise Prices Number of Weighted Weighted $ 4.25 1,506,141 3.03 $ 5.3125 264,706 3.03 $ 5.00 7,000,000 3.07 $ 6.25 1,050,000 3.05 $ 4.00 8,750,000 4.78 18,570,847 3.87 $ 4.54 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 3 Months Ended |
Jul. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per share calculations | Earnings per share calculations Three Months Ended July 31, 2023 2022 Net loss attributable to common stockholders $ (3,503,146 ) $ (1,545,012 ) Basic weighted average number of shares outstanding 12,601,891 20,829,315 Diluted weighted average number of shares outstanding 12,601,891 20,829,315 Basic loss per share $ (0.28 ) $ (0.07 ) Diluted loss per share $ (0.28 ) $ (0.07 ) |
Schedule of potentially dilutive securities | Schedule of potentially dilutive securities Three Months Ended July 31, 2023 2022 Excluded options 280,936 38,269 Excluded warrants 18,570,847 9,890,847 Total excluded options and warrants 18,851,783 9,929,116 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 3 Months Ended |
Jul. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
FAIR VALUE MEASUREMENTS (Details - Fair value Level 3) | FAIR VALUE MEASUREMENTS (Details - Fair value Level 3) Description Level July 31, 2023 April 30, 2023 Liabilities: Warrant liability (Note 5) 3 $ 15,579,000 $ – Bifurcated embedded derivative (Note 11) 3 $ 3,300,000 $ – |
Fair Value, Recurring [Member] | Warrant Liability [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
FAIR VALUE MEASUREMENTS (Details - Schedule of changes in fair value) | FAIR VALUE MEASUREMENTS (Details - Schedule of changes in fair value) The following table sets forth a summary of the change in the fair value of the warrant liability that is measured at fair value on a recurring basis. July 31, 2023 Balance on April 30, 2023 $ – Issuance of warrants 14,127,000 Change in fair value of warrant liability 1,452,000 Balance on July 31, 2023 $ 15,579,000 The following table sets forth a summary of the change in the fair value of the bifurcated embedded derivative liability that is measured on a recurring basis: July 31, 2023 Balance on April 30, 2023 $ – Issuance of convertible preferred stock with bifurcated embedded derivative 2,770,000 Change in fair value of bifurcated embedded derivative 530,000 Balance on July 31, 2023 $ 3,330,000 |
NATURE OF BUSINESS (Details Nar
NATURE OF BUSINESS (Details Narrative) - $ / shares | Jul. 12, 2021 | Jul. 31, 2023 | Apr. 30, 2023 | Mar. 14, 2023 |
Stockholders' equity, reverse stock split | 1:1500 | |||
Common stock authorized shares | 133,333,334 | 133,333,334 | ||
Common stock par value | $ 0.0001 | $ 0.0001 | ||
Common Stock [Member] | ||||
Common stock authorized shares | 133,333,334 | |||
Common stock par value | $ 0.0001 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Intangible assets | $ 3,549,427 | |
Goodwill and Intangible Asset Impairment | 0 | $ 0 |
Asset Impairment Charges | 0 | 0 |
Research and Development Expense | 104,483 | 159,273 |
Cash, Uninsured Amount | 26,111,000 | $ 1,760,000 |
Cell In A Box [Member] | ||
Intangible assets | 1,549,427 | |
Diabetes License [Member] | ||
Intangible assets | $ 2,000,000 | |
S G Austria [Member] | ||
Percentage investment in SG Austria | 14.30% |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) | Jul. 31, 2023 | Apr. 30, 2023 |
Payables and Accruals [Abstract] | ||
Payroll related costs | $ 134,630 | $ 112,894 |
R&D costs | 287,310 | 287,310 |
Other | 58,096 | 58,096 |
Total | $ 480,036 | $ 458,300 |
COMMON STOCK TRANSACTIONS (Deta
COMMON STOCK TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2022 | Jul. 31, 2023 | Jul. 31, 2022 | |
Class of Stock [Line Items] | |||
Shares granted | 0 | ||
Shares expired | 0 | ||
Shares vested | 0 | ||
Officers [Member] | Common Stock [Member] | Compensation Agrmt 2022 [Member] | |||
Class of Stock [Line Items] | |||
Number of shares issued for compensation | 4,400 | ||
Stock based compensation expense | $ 0 | $ 2,750 | |
Number of nonvested shares | 0 | 1,833 | |
Three Nonemployee 2 Members [Member] | Common Stock [Member] | Director Letter Agreement [Member] | |||
Class of Stock [Line Items] | |||
Number of shares issued for compensation | 1,002 | ||
Stock based compensation expense | $ 0 | $ 2,278 | |
Three Nonemployee 2 Members [Member] | Director Letter Agreement [Member] | |||
Class of Stock [Line Items] | |||
Number of nonvested shares | 0 | 0 |
STOCK OPTIONS AND WARRANTS (Det
STOCK OPTIONS AND WARRANTS (Details - Option Assumptions) - Employee Options [Member] | 3 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Risk-free interest rate | 0% | 2.90% |
Expected volatility | 0% | 139% |
Expected lives (years) | 2 years 6 months | |
Expected dividend yield | 0% | 0% |
STOCK OPTIONS AND WARRANTS (D_2
STOCK OPTIONS AND WARRANTS (Details - Option activity) | 3 Months Ended |
Jul. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares outstanding, ending | 280,936 |
Options exercisable | 280,936 |
Equity Option [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of shares outstanding, beginning | 281,269 |
Weighted average grant date fair value, beginning | $ / shares | $ 6.94 |
Options issued | 0 |
Options issued, grant date per share | $ / shares | $ 0 |
Options forfeited | (333) |
Options forfeited, grant date per share | $ / shares | $ 102.45 |
Number of shares outstanding, ending | 280,936 |
Weighted averagegrant date fair value, ending | $ / shares | $ 6.82 |
Options exercisable | 280,936 |
Weighted average grant date fair value, exercisable | $ / shares | $ 6.82 |
Options vested and expected to vest | 280,936 |
Weighted average grant date fair value, vested and expected to vest | $ / shares | $ 6.82 |
STOCK OPTIONS AND WARRANTS (D_3
STOCK OPTIONS AND WARRANTS (Details - Option by exercise price) | 3 Months Ended |
Jul. 31, 2023 $ / shares shares | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | shares | 280,936 |
Weighted Average Remaining Contractual LIfe (years) | 8 years 4 months 24 days |
Weighted Average Exercisable Price | $ / shares | $ 6.82 |
Numer of Options Exercisable | shares | 280,936 |
Weighted Average Exercise Price of Exercisable Options | $ / shares | $ 6.82 |
Exercise Price 80.10 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | shares | 800 |
Weighted Average Remaining Contractual LIfe (years) | 1 month 6 days |
Weighted Average Exercisable Price | $ / shares | $ 80.10 |
Numer of Options Exercisable | shares | 800 |
Weighted Average Exercise Price of Exercisable Options | $ / shares | $ 80.10 |
Exercise Price 97.35 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | shares | 333 |
Weighted Average Remaining Contractual LIfe (years) | 1 month 2 days |
Weighted Average Exercisable Price | $ / shares | $ 97.35 |
Numer of Options Exercisable | shares | 333 |
Weighted Average Exercise Price of Exercisable Options | $ / shares | $ 97.35 |
Exercise Price 74.25 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | shares | 6,000 |
Weighted Average Remaining Contractual LIfe (years) | 4 months 17 days |
Weighted Average Exercisable Price | $ / shares | $ 74.25 |
Numer of Options Exercisable | shares | 6,000 |
Weighted Average Exercise Price of Exercisable Options | $ / shares | $ 74.25 |
Exercise Price 57.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | shares | 800 |
Weighted Average Remaining Contractual LIfe (years) | 1 year 1 month 24 days |
Weighted Average Exercisable Price | $ / shares | $ 57 |
Numer of Options Exercisable | shares | 800 |
Weighted Average Exercise Price of Exercisable Options | $ / shares | $ 57 |
Exercise Price 60.60 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | shares | 667 |
Weighted Average Remaining Contractual LIfe (years) | 4 months 17 days |
Weighted Average Exercisable Price | $ / shares | $ 60.60 |
Numer of Options Exercisable | shares | 667 |
Weighted Average Exercise Price of Exercisable Options | $ / shares | $ 60.60 |
Exercise Price 55.50 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | shares | 333 |
Weighted Average Remaining Contractual LIfe (years) | 5 months 15 days |
Weighted Average Exercisable Price | $ / shares | $ 55.50 |
Numer of Options Exercisable | shares | 333 |
Weighted Average Exercise Price of Exercisable Options | $ / shares | $ 55.50 |
Exercise Price 51.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | shares | 333 |
Weighted Average Remaining Contractual LIfe (years) | 7 months 6 days |
Weighted Average Exercisable Price | $ / shares | $ 51 |
Numer of Options Exercisable | shares | 333 |
Weighted Average Exercise Price of Exercisable Options | $ / shares | $ 51 |
Exercise Price 61.20 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | shares | 6,000 |
Weighted Average Remaining Contractual LIfe (years) | 10 months 6 days |
Weighted Average Exercisable Price | $ / shares | $ 61.20 |
Numer of Options Exercisable | shares | 6,000 |
Weighted Average Exercise Price of Exercisable Options | $ / shares | $ 61.20 |
Exercise Price 36.00 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | shares | 667 |
Weighted Average Remaining Contractual LIfe (years) | 10 months 17 days |
Weighted Average Exercisable Price | $ / shares | $ 36 |
Numer of Options Exercisable | shares | 667 |
Weighted Average Exercise Price of Exercisable Options | $ / shares | $ 36 |
Exercise Price 37.05 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | shares | 333 |
Weighted Average Remaining Contractual LIfe (years) | 11 months 15 days |
Weighted Average Exercisable Price | $ / shares | $ 37.05 |
Numer of Options Exercisable | shares | 333 |
Weighted Average Exercise Price of Exercisable Options | $ / shares | $ 37.05 |
Exercise Price 15.75 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | shares | 333 |
Weighted Average Remaining Contractual LIfe (years) | 1 year 1 month 6 days |
Weighted Average Exercisable Price | $ / shares | $ 15.75 |
Numer of Options Exercisable | shares | 333 |
Weighted Average Exercise Price of Exercisable Options | $ / shares | $ 15.75 |
Exercise Price 10.05 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | shares | 6,000 |
Weighted Average Remaining Contractual LIfe (years) | 1 year 5 months 12 days |
Weighted Average Exercisable Price | $ / shares | $ 10.05 |
Numer of Options Exercisable | shares | 6,000 |
Weighted Average Exercise Price of Exercisable Options | $ / shares | $ 10.05 |
Exercise Price 26.55 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | shares | 667 |
Weighted Average Remaining Contractual LIfe (years) | 1 year 4 months 17 days |
Weighted Average Exercisable Price | $ / shares | $ 26.55 |
Numer of Options Exercisable | shares | 667 |
Weighted Average Exercise Price of Exercisable Options | $ / shares | $ 26.55 |
Exercise Price 16.20 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | shares | 334 |
Weighted Average Remaining Contractual LIfe (years) | 1 year 5 months 15 days |
Weighted Average Exercisable Price | $ / shares | $ 16.20 |
Numer of Options Exercisable | shares | 334 |
Weighted Average Exercise Price of Exercisable Options | $ / shares | $ 16.20 |
Exercise Price 3.19 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | shares | 334 |
Weighted Average Remaining Contractual LIfe (years) | 1 year 7 months 6 days |
Weighted Average Exercisable Price | $ / shares | $ 3.19 |
Numer of Options Exercisable | shares | 334 |
Weighted Average Exercise Price of Exercisable Options | $ / shares | $ 3.19 |
Exercise Price 2.50 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | shares | 6,000 |
Weighted Average Remaining Contractual LIfe (years) | 2 years 18 days |
Weighted Average Exercisable Price | $ / shares | $ 2.50 |
Numer of Options Exercisable | shares | 6,000 |
Weighted Average Exercise Price of Exercisable Options | $ / shares | $ 2.50 |
Exercise Price 2.29 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | shares | 668 |
Weighted Average Remaining Contractual LIfe (years) | 1 year 10 months 17 days |
Weighted Average Exercisable Price | $ / shares | $ 2.29 |
Numer of Options Exercisable | shares | 668 |
Weighted Average Exercise Price of Exercisable Options | $ / shares | $ 2.29 |
Exercise Price 2.24 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | shares | 334 |
Weighted Average Remaining Contractual LIfe (years) | 1 year 11 months 15 days |
Weighted Average Exercisable Price | $ / shares | $ 2.24 |
Numer of Options Exercisable | shares | 334 |
Weighted Average Exercise Price of Exercisable Options | $ / shares | $ 2.24 |
Exercise Price 2.97 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Options | shares | 250,000 |
Weighted Average Remaining Contractual LIfe (years) | 9 years 3 months 18 days |
Weighted Average Exercisable Price | $ / shares | $ 2.97 |
Numer of Options Exercisable | shares | 250,000 |
Weighted Average Exercise Price of Exercisable Options | $ / shares | $ 2.97 |
STOCK OPTIONS AND WARRANTS (D_4
STOCK OPTIONS AND WARRANTS (Details - Warrant activity) - Warrant [Member] | 3 Months Ended |
Jul. 31, 2023 $ / shares shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Warrants outstanding, beginning balance | shares | 9,890,847 |
Weighted average exercise price warrants outstanding, beginning balance | $ / shares | $ 4.99 |
Warrants issued | shares | 8,750,000 |
Weighted average exercise price warrants issued | $ / shares | $ 4 |
Warrants exercised | shares | (70,000) |
Weighted average exercise price warrants Exercised | $ / shares | $ 0 |
Warrants expired | shares | 0 |
Weighted average exercise price warrants Expired | $ / shares | $ 0 |
Warrants outstanding, ending balance | shares | 18,570,847 |
Weighted average exercise price warrants outstanding, ending balance | $ / shares | $ 0 |
Warrants exercisable | shares | 18,570,847 |
Weighted average exercise price warrants exercisable | $ / shares | $ 4.54 |
STOCK OPTIONS AND WARRANTS (D_5
STOCK OPTIONS AND WARRANTS (Details - Warrants by exercise price) | 3 Months Ended |
Jul. 31, 2023 $ / shares shares | |
Warrant 1 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4.25 |
Number of Warrants exercisable | shares | 1,506,141 |
Weighted Average Remaining Contractual Life (Years) | 3 years 10 days |
Warrant 2 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 5.3125 |
Number of Warrants exercisable | shares | 264,706 |
Weighted Average Remaining Contractual Life (Years) | 3 years 10 days |
Warrant 3 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 5 |
Number of Warrants exercisable | shares | 7,000,000 |
Weighted Average Remaining Contractual Life (Years) | 3 years 25 days |
Warrant 4 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 6.25 |
Number of Warrants exercisable | shares | 1,050,000 |
Weighted Average Remaining Contractual Life (Years) | 3 years 18 days |
Warrant 5 [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 4 |
Number of Warrants exercisable | shares | 8,750,000 |
Weighted Average Remaining Contractual Life (Years) | 4 years 9 months 10 days |
Warrant [Member] | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Number of Warrants exercisable | shares | 18,570,847 |
Weighted Average Remaining Contractual Life (Years) | 3 years 10 months 13 days |
Weighted average exercise price exercisable | $ / shares | $ 4.54 |
STOCK OPTIONS AND WARRANTS (D_6
STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($) | 3 Months Ended | ||||
May 10, 2023 | Jul. 31, 2023 | Jul. 31, 2022 | Apr. 30, 2023 | Dec. 28, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 280,936 | ||||
Unvested stock options | 0 | ||||
Share-Based Payment Arrangement, Noncash Expense | $ 0 | $ 2,750 | |||
Change in fair value of warrant liability | 1,452,000 | $ 0 | |||
Warrant [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Fair value of the Warrants | $ 15,579,000 | ||||
Private Placement [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 8,750,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 4 | ||||
Fair value of warrants issued | $ 14,127,000 | ||||
Transaction costs for issuance of warrants | $ 900,000 | ||||
Equity Option [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 280,936 | 281,269 | |||
Options granted in period | 0 | ||||
Aggregate intrinsic value | $ 1,347 | ||||
Employees [Member] | Equity Option [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options granted in period | 0 | 1,002 | |||
Share-Based Payment Arrangement, Noncash Expense | $ 0 | $ 4,595 | |||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 0 | ||||
Non Employees [Member] | Equity Option [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Options granted in period | 0 | ||||
Equity Plan 2022 [Member] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 2,750,000 |
OTHER RELATED PARTY TRANSACTI_2
OTHER RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
S G Austria [Member] | ||
Related Party Transaction [Line Items] | ||
Purchases from related parties | $ 0 | $ 60,000 |
Vin De Bona [Member] | ||
Related Party Transaction [Line Items] | ||
Consulting fees | $ 100 | $ 45,000 |
S G Austria [Member] | ||
Related Party Transaction [Line Items] | ||
Equity interest owned | 14.30% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rent and lease expense | $ 8,967 | $ 1,100 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | Jul. 31, 2023 | Jul. 31, 2022 |
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | $ 58,702,000 | |
State net operating loss carryforwards | 50,746,000 | |
Accrued interest | 0 | $ 0 |
Federal [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 21,642,000 | |
Net operating loss deferred tax assets | 4,545,000 | |
State [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Net operating loss carryforwards | 9,938,000 | |
Net operating loss deferred tax assets | $ 850,000 |
EARNINGS PER SHARE (Details - p
EARNINGS PER SHARE (Details - per share calculation) - USD ($) | 3 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss attributable to common stockholders | $ (3,503,146) | $ (1,545,012) |
Basic weighted average number of shares outstanding | 12,601,891 | 20,829,315 |
Diluted weighted average number of shares outstanding | 12,601,891 | 20,829,315 |
Basic loss per share | $ (0.28) | $ (0.07) |
Diluted loss per share | $ (0.28) | $ (0.07) |
EARNINGS PER SHARE (Details - d
EARNINGS PER SHARE (Details - diluted shares) - shares | 3 Months Ended | |
Jul. 31, 2023 | Jul. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 18,851,783 | 9,929,116 |
Equity Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 280,936 | 38,269 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive shares | 18,570,847 | 9,890,847 |
PREFERRED STOCK (Details Narrat
PREFERRED STOCK (Details Narrative) $ / shares in Units, $ in Millions | 3 Months Ended |
Jul. 31, 2023 USD ($) $ / shares shares | |
Offsetting Assets [Line Items] | |
Preferred Stock, Shares Authorized | shares | 10,000,000 |
Preferred Stock, Par Value | $ / shares | $ 0.0001 |
Preferred stock shares designated | shares | 35,000 |
Preferred Stock, Shares Issued | shares | 35,000 |
Preferred Stock, Shares Outstanding | shares | 35,000 |
Loss on derivative liability | $ 0.5 |
Fair value of embedded derivative | 3.3 |
Preferred Stock [Member] | |
Offsetting Assets [Line Items] | |
Debt Instrument, Unamortized Discount | 18.2 |
Preferred Stock [Member] | Fair Value Of Embedded Derivative [Member] | |
Offsetting Assets [Line Items] | |
Debt Instrument, Unamortized Discount | 2 |
Preferred Stock [Member] | Stock Issuance Costs [Member] | |
Offsetting Assets [Line Items] | |
Debt Instrument, Unamortized Discount | 1.3 |
Preferred Stock [Member] | Fair Value Of Warrants [Member] | |
Offsetting Assets [Line Items] | |
Debt Instrument, Unamortized Discount | $ 14.1 |
TREASURY STOCK (Details Narrati
TREASURY STOCK (Details Narrative) - USD ($) | 3 Months Ended | ||||
May 11, 2023 | Jul. 31, 2023 | Jul. 31, 2022 | Apr. 30, 2023 | May 22, 2022 | |
Class of Stock [Line Items] | |||||
Stock Repurchase Program, Authorized Amount | $ 26,457,324 | $ 10,000,000 | |||
Number of shares repurchased | 8,085,879 | ||||
Number of shares repurchased, value | $ 26,457,324 | $ 2,090,847 | |||
Stock repurchase program, remaining amount | $ 6,439,377 | ||||
Treasury Stock, Common, Shares | 12,893,977 | 4,808,098 | |||
Treasury Stock, Common, Value | $ 40,017,947 | $ 13,560,623 | |||
Treasury Stock, Common [Member] | |||||
Class of Stock [Line Items] | |||||
Number of shares repurchased | 4,808,098 | ||||
Number of shares repurchased, value | $ 13,560,623 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details - Fair value Level 3) (Details) - Fair Value, Recurring [Member] - USD ($) | Jul. 31, 2023 | Apr. 30, 2023 |
Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | $ 15,579,000 | $ 0 |
Bifurcated Embedded Derivative [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 3,330,000 | 0 |
Fair Value, Inputs, Level 3 [Member] | Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 15,579,000 | 0 |
Fair Value, Inputs, Level 3 [Member] | Bifurcated Embedded Derivative [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | $ 3,300,000 | $ 0 |
FAIR VALUE MEASUREMENTS (Deta_2
FAIR VALUE MEASUREMENTS (Details - Schedule of changes in fair value) (Details) - Fair Value, Recurring [Member] - USD ($) | 3 Months Ended | |
Jul. 31, 2023 | Apr. 30, 2023 | |
Warrant Liability [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | $ 15,579,000 | $ 0 |
Change in fair value of derivative | 14,127,000 | |
Fair value of derivative issuances | 1,452,000 | |
Bifurcated Embedded Derivative [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Financial Liabilities Fair Value Disclosure | 3,330,000 | $ 0 |
Change in fair value of derivative | 2,770,000 | |
Fair value of derivative issuances | $ 530,000 |