Stockholders' Equity (Deficit) | Note 5. Stockholders’ (Deficit) Equity Preferred Stock The Company authorized 20,000,000 shares of preferred stock, par value $ 0.001 per share (“Preferred Stock”), of which 10,000 shares have been designated as Series A Convertible Preferred Stock (“Series A Preferred Stock”), 10,000 shares have been designated as Series B Convertible Preferred Stock (“Series B Preferred Stock”), and 600,000 shares have been designated as Series C Preferred Stock with a liquidation preference to Common Stock. Series C Preferred Stock The Series C Preferred Stock was originally issued at $ 25.00 per share. An amendment to, or waiver of rights in, the Series C Preferred Stock certificate of designation requires the approval of holders of a majority of the outstanding shares of Series C Preferred Stock and FRV (so long as FRV owns at least 71,000 shares of Series C Preferred Stock). At January 31, 2024 and April 30, 2023, there were 380,440 and 380,871 shares of Series C Preferred Stock outstanding, respectively. Holders of the Series C Preferred Stock are entitled to receive dividends at an annual rate of $ 1.50 per share of Series C Preferred Stock, shall accrue and are payable out of funds legally available, are payable only when and if declared by the board of directors, and are noncumulative. No dividends have been declared to date. The holders of the shares of Series C Preferred Stock have voting rights equal to an equivalent number of shares of Common Stock into which it is convertible and vote together as one class with Common Stock. Each share of Series C Preferred Stock is convertible, at the option of the holder at any time, into such number of fully paid and non-assessable shares of Common Stock determined by dividing the original issue price of $ 25.00 by the conversion price for such series in effect at the time of conversion for the Series C Preferred Stock. The conversion price for the Series C Preferred Stock is subject to adjustment in accordance with conversion provisions contained in the Company's certificate of formation, as amended. During the nine months ended January 31, 2024, 431 shares of Series C Preferred Stock converted into 1,938 shares of Common Stock at a conversion ratio of 4.4981 shares of Common Stock for each share of Series C Preferred Stock. At January 31, 2024, the Series C Preferred Stock were convertible into 6,366,520 shares of Common Stock at a conversion price of $ 1.49 per share. At March 14, 2024, the outstanding shares of Series C Preferred Stock were convertible into 6,513,456 shares of Common Stock at a c onversion price of $ 1.46 per share. Common Stock The Company’s Certificate of Formation, as amended, authorizes 500,000,000 shares of Common Stock with a par value of $ 0.001 per share. As of January 31, 2024 and April 30, 2023, the Company had issue d 63,611,630 a nd 10,118,440 shares of Common Stock, respectively. During the nine months ended January 31, 2024, the Company issued 53,493,190 shares of Common Stock, as set forth in the below table: Number of Shares Issuance of Common Stock under Equity Line 1,386,498 Issuance of Common Stock under ATM Facility 40,359,917 Issuance of Common Stock for note conversions 6,781,288 Issuance of Common Stock pursuant to MTS Transaction (see Note 8) 4,854,853 Issuance of Common Stock as payment for consulting services rendered 108,696 Conversion of Series C Preferred Stock to Common Stock 1,938 Common Stock issued during the nine months ended January 31, 2024 53,493,190 Summary table of Common Stock share transactions: Balance at April 30, 2023 10,118,440 Issued in Fiscal 2024 53,493,190 Balance at January 31, 2024 63,611,630 On March 10, 2023, the Company entered into a purchase agreement with Lincoln Park Capital Fund, LLC (“Lincoln Park”) providing for the purchase, from time to time at the Company’s discretion, of up to $ 15.0 million of the Company’s Common Stock, over the thirty-six ( 36 ) month term of the purchase agreement. The agreement allows the Company, at its sole discretion, to direct Lincoln Park to purchase shares of Common Stock, subject to limitations in both volume and dollar amount. The purchase price of the shares that may be sold to Lincoln Park under the agreement is the lower of (i) the lowest sale price on the date of purchase, or (ii) the average of the three lowest closing prices in the prior ten business days. Concurrently with the purchase agreement, the Company entered into a registration rights agreement, pursuant to which the Company filed a registration statement on Form S-1 with the SEC on March 22, 2023 . The registration statement was declared effective by the SEC on April 10, 2023 . During the nine months ended January 31, 2024, the Company issued 1,386,498 shares of Common Stock to Lincoln Park receiving approximately $ 0.7 million in proceeds. On September 18, 2023, the Company entered into an EDA with Maxim Group LLC as sales agent pursuant to which the Company may offer and sell up to $ 3.25 million shares of Common Stock under the ATM Facility. The shares may be issued and sold from time to time through or to the placement agent acting as sales agent or principal pursuant to our shelf registration statement on Form S-3 (the “Shelf S-3”), as filed with the SEC on September 18, 2023. The $ 3.25 million shares comprised of Common Stock that may be offered, issued and sold under the at-the-market offering prospectus is included in the $ 50.0 million of securities that may be offered, issued, and sold by the Company under the base prospectus of the Shelf S-3. The Shelf S-3 was declared effective by the SEC on September 28, 2023. On November 9, 2023, the Company entered into Amendment No. 1 to the EDA with Maxim, pursuant to which the Company may sell up to $ 10.0 million shares of Common Stock from time to time through the sales agent. On November 17, 2023, the Company entered into Amendment No. 2 to the EDA with Maxim, pursuant to which the Company may sell up to $ 15.0 million shares of Common Stock from time to time through the sales agent. During the nine months ended January 31, 2024, the Company issued 40,359,917 shares of Common Stock under the ATM Facility, receiving net proceeds of approximately $ 9.2 million after Maxim fees, legal fees and other costs. During the nine months ended January 31, 2024, the Company issued 108,696 shares of Common Stock as consideration for consulting services. During the nine months ended January 31, 2024, the Company issued 6,781,288 shares of Common Stock as consideration for the conversion of the MSW Note and the JQA Note (see Note 4). In November 2023, the Company issued 4,854,853 shares of Common Stock as consideration for certain license agreements with Icahn School of Medicine at Mount Sinai (“Mount Sinai”) (see Note 8). The holders of Common Stock are entitled to receive dividends whenever funds and assets are legally available and when declared by the board of directors, subject to the rights of holders of Preferred Stock outstanding. No dividends were declared as of or through the nine months ended January 31, 2024 and the year ended April 30, 2023. Common Stock Warrants The Company has issued warrants to investors in connection with funding or for services rendered and these warrants are convertible into a number of shares of the Company’s Common Stock for a period of 5 years from the date of issuance. The following is a summary of warrant activity during the nine months ended January 31, 2024: Warrants Exercise Price Weighted Average Strike Price per Share Balance, April 30, 2023 2,590,342 $ 0.00001 -$ 15.18 $ 3.73 Issued 3,079,753 $ 0.00001 -$ 0.73 $ 0.24 Cancelled ( 16,314 ) $ 3.47 -$ 15.18 - Balance, January 31, 2024 5,653,781 $ 0.00001 -$ 8.25 $ 1.82 In September 2023, the Company issued warrants in lieu of a facility fee under the MSW Note to purchase 500,000 shares of Common Stock exercisable at $ 1.00 per share, warrants to purchase 250,000 shares of Common Stock exercisable at $ 1.25 per share, and warrants to purchase 250,000 shares of Common Stock exercisable at $ 1.50 per share. On November 16, 2023, pursuant to the MSW Warrant Amendment, the exercise price of the warrants were reduced to $ 0.16 per share. See further discussion in Note 4. In September 2023, the Company issued warrants to purchase up to 15,000 shares of Common Stock, at an exercise price of $ 0.73 per share, to a consultant of the Company as consideration for services rendered to the Company. In October 2023, the Company issued $ 1 M Lender Warrants to FRV and John Q. Adams to purchase an aggregate of 200,000 shares of Common Stock at an exercise price of $ 0.44 . On November 16, 2023, pursuant to the Adams Warrant Amendment, the exercise price of the warrants issued to Mr. Adams were reduced to $ 0.16 per share. See further discussion in Note 4. In November 2023, the Company issued warrants to purchase up to 240,000 shares of Common Stock, at an exercise price of $ 0.17 per share, to consultants of the Company as consideration for services rendered to the Company. In November 2023, the Company issued pre-funded warrants to purchase up to 710,605 shares o f Common Stock, with an exercise price per share of $ 0.00001 and warrants to purchase up to 914,148 shares of Common Stock, having an exercise price per share equal to $ 0.5060 to Mount Sinai. See further discussion in Note 8. |