Cover
Cover - shares | 9 Months Ended | |
Jan. 31, 2024 | Mar. 15, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jan. 31, 2024 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --04-30 | |
Entity File Number | 000-31587 | |
Entity Registrant Name | Red Cat Holdings, Inc. | |
Entity Central Index Key | 0000748268 | |
Entity Tax Identification Number | 88-0490034 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 15 Ave. Munoz Rivera | |
Entity Address, Address Line Two | Ste 2200 | |
Entity Address, City or Town | San Juan | |
Entity Address, Country | PR | |
Entity Address, Postal Zip Code | 00901 | |
City Area Code | (833) | |
Local Phone Number | 373-3228 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | RCAT | |
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 | 74,281,520 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jan. 31, 2024 | Apr. 30, 2023 |
Current assets | ||
Cash | $ 7,697,335 | $ 3,173,649 |
Marketable securities | 12,814,038 | |
Accounts receivable, net | 5,091,724 | 719,862 |
Inventory | 9,093,270 | 8,920,573 |
Other | 2,798,293 | 1,263,735 |
Current assets of discontinued operations | 3,261,136 | 5,283,155 |
Total current assets | 27,941,758 | 32,175,012 |
Goodwill | 17,012,832 | 17,012,832 |
Intangible assets, net | 6,672,235 | 7,323,004 |
Property and equipment, net | 2,477,601 | 2,650,358 |
Other | 303,180 | 303,180 |
Operating lease right-of-use assets | 453,416 | 620,307 |
Long-term assets of discontinued operations | 456,177 | 108,397 |
Total long-term assets | 27,375,441 | 28,018,078 |
TOTAL ASSETS | 55,317,199 | 60,193,090 |
Current liabilities | ||
Accounts payable | 2,281,874 | 1,392,550 |
Accrued expenses | 936,625 | 409,439 |
Debt obligations - short term | 899,935 | 922,138 |
Customer deposits | 52,296 | 155,986 |
Operating lease liabilities | 297,435 | 281,797 |
Warrant derivative liability | 285,384 | 588,205 |
Current liabilities of discontinued operations | 474,439 | 1,010,501 |
Total current liabilities | 5,227,988 | 4,760,616 |
Operating lease liabilities | 194,727 | 379,466 |
Debt obligations - long term | 401,569 | |
Long-term liabilities of discontinued operations | 321,771 | 41,814 |
Total long-term liabilities | 516,498 | 822,849 |
Stockholders' equity | ||
Series B preferred stock - shares authorized 4,300,000; outstanding 4,676 and 986,676 | 47 | 9,867 |
Common stock - shares authorized 500,000,000; outstanding 74,171,106 and 54,568,065 | 74,171 | 54,568 |
Additional paid-in capital | 121,060,881 | 109,993,100 |
Accumulated deficit | (71,567,007) | (54,586,793) |
Accumulated other comprehensive loss | 4,621 | (861,117) |
Total stockholders' equity | 49,572,713 | 54,609,625 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 55,317,199 | $ 60,193,090 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - shares | Jan. 31, 2024 | Apr. 30, 2023 |
Common Stock, Shares Authorized | 500,000,000 | |
Common Stock, Shares, Outstanding | 74,171,106 | 54,568,065 |
Series B Preferred Stock [Member] | ||
Preferred Stock, Shares Authorized | 4,300,000 | |
Preferred Stock, Shares Outstanding | 4,676 | 986,676 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | |
Income Statement [Abstract] | ||||
Revenues | $ 5,847,933 | $ 1,667,683 | $ 11,526,930 | $ 3,541,846 |
Cost of goods sold | 4,746,282 | 1,764,612 | 9,050,032 | 3,432,804 |
Gross Margin | 1,101,651 | (96,929) | 2,476,898 | 109,042 |
Operating Expenses | ||||
Operations | 527,447 | 663,668 | 1,675,795 | 3,131,789 |
Research and development | 2,125,268 | 1,221,738 | 5,251,285 | 2,938,658 |
Sales and marketing | 883,982 | 1,015,412 | 2,546,380 | 1,986,121 |
General and administrative | 1,426,531 | 1,397,667 | 4,329,760 | 4,275,385 |
Stock based compensation | 585,771 | 788,691 | 2,693,702 | 2,790,958 |
Total operating expenses | 5,548,999 | 5,087,176 | 16,496,922 | 15,122,911 |
Operating loss | (4,447,348) | (5,184,105) | (14,020,024) | (15,013,869) |
Other (income) expense | ||||
Change in fair value of derivative liability | (113,819) | (157,575) | (302,821) | (751,397) |
Investment loss (income), net | 160,340 | (65,110) | 733,697 | (257,244) |
Interest expense | 15,507 | 28,667 | 57,060 | 96,839 |
Other, net | (320,043) | 345,836 | 330,965 | 657,040 |
Other (income) expense | (258,015) | 151,818 | 818,901 | (254,762) |
Net loss from continuing operations | (4,189,333) | (5,335,923) | (14,838,925) | (14,759,107) |
Loss from discontinued operations | (1,299,205) | (330,079) | (2,141,289) | (962,971) |
Net loss | $ (5,488,538) | $ (5,666,002) | $ (16,980,214) | $ (15,722,078) |
Loss per share - basic and diluted | ||||
Continuing operations | $ (0.08) | $ (0.09) | $ (0.27) | $ (0.27) |
Discontinued operations | $ (0.02) | $ (0.01) | $ (0.04) | $ (0.02) |
Weighted average shares outstanding - basic and diluted | 55,688,114 | 54,294,116 | 55,409,930 | 54,050,127 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) | Series B Preferred Stock 1 [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Apr. 30, 2022 | $ 9,867 | $ 53,749 | $ 106,821,384 | $ (27,499,056) | $ (1,470,272) | $ 77,915,672 |
Shares, Outstanding, Beginning Balance at Apr. 30, 2022 | 986,676 | 53,748,735 | ||||
Stock based compensation | 755,471 | 755,471 | ||||
Vesting of restricted stock units | $ 69 | (84,145) | (84,076) | |||
[custom:VestingOfRestrictedStockUnitsShares] | 69,707 | |||||
Unrealized gain on marketable securities | 133,582 | 133,582 | ||||
Currency translation adjustments | 352 | 352 | ||||
Net loss | (3,811,599) | (3,811,599) | ||||
Ending balance, value at Jul. 31, 2022 | $ 9,867 | $ 53,818 | 107,492,710 | (31,310,655) | (1,336,338) | 74,909,402 |
Shares, Outstanding, Ending Balance at Jul. 31, 2022 | 986,676 | 53,818,442 | ||||
Beginning balance, value at Apr. 30, 2022 | $ 9,867 | $ 53,749 | 106,821,384 | (27,499,056) | (1,470,272) | 77,915,672 |
Shares, Outstanding, Beginning Balance at Apr. 30, 2022 | 986,676 | 53,748,735 | ||||
Net loss | (15,722,078) | |||||
Public offering, net of $804,400 of issuance costs | ||||||
Ending balance, value at Jan. 31, 2023 | $ 9,867 | $ 54,385 | 109,191,895 | (43,221,134) | (1,142,046) | 64,892,967 |
Shares, Outstanding, Ending Balance at Jan. 31, 2023 | 986,676 | 54,385,461 | ||||
Beginning balance, value at Jul. 31, 2022 | $ 9,867 | $ 53,818 | 107,492,710 | (31,310,655) | (1,336,338) | 74,909,402 |
Shares, Outstanding, Beginning Balance at Jul. 31, 2022 | 986,676 | 53,818,442 | ||||
Stock based compensation | 1,246,796 | 1,246,796 | ||||
Vesting of restricted stock units | $ 411 | (332,794) | (332,383) | |||
[custom:VestingOfRestrictedStockUnitsShares] | 411,097 | |||||
Unrealized gain on marketable securities | (350,811) | (350,811) | ||||
Currency translation adjustments | (1,256) | (1,256) | ||||
Net loss | (6,244,477) | (6,244,477) | ||||
Ending balance, value at Oct. 31, 2022 | $ 9,867 | $ 54,229 | 108,406,712 | (37,555,132) | (1,688,405) | 69,227,271 |
Shares, Outstanding, Ending Balance at Oct. 31, 2022 | 986,676 | 54,229,539 | ||||
Stock based compensation | 788,691 | 788,691 | ||||
Vesting of restricted stock units | $ 156 | (3,508) | (3,352) | |||
[custom:VestingOfRestrictedStockUnitsShares] | 155,922 | |||||
Unrealized gain on marketable securities | 545,235 | 545,235 | ||||
Currency translation adjustments | 1,124 | 1,124 | ||||
Net loss | (5,666,002) | (5,666,002) | ||||
Ending balance, value at Jan. 31, 2023 | $ 9,867 | $ 54,385 | 109,191,895 | (43,221,134) | (1,142,046) | 64,892,967 |
Shares, Outstanding, Ending Balance at Jan. 31, 2023 | 986,676 | 54,385,461 | ||||
Beginning balance, value at Apr. 30, 2023 | $ 9,867 | $ 54,568 | 109,993,100 | (54,586,793) | (861,117) | 54,609,625 |
Shares, Outstanding, Beginning Balance at Apr. 30, 2023 | 986,676 | 54,568,065 | ||||
Stock based compensation | 911,606 | 911,606 | ||||
Vesting of restricted stock units | $ 155 | (8,675) | (8,520) | |||
[custom:VestingOfRestrictedStockUnitsShares] | 155,476 | |||||
Unrealized gain on marketable securities | 289,389 | 289,389 | ||||
Currency translation adjustments | 1,646 | 1,646 | ||||
Net loss | (5,810,348) | (5,810,348) | ||||
Conversion of preferred stock | $ (9,820) | $ 818 | 9,002 | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | (982,000) | (818,334) | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 982,000 | 818,334 | ||||
Ending balance, value at Jul. 31, 2023 | $ 47 | $ 55,541 | 110,905,033 | (60,397,141) | (570,082) | 49,993,398 |
Shares, Outstanding, Ending Balance at Jul. 31, 2023 | 4,676 | 55,541,875 | ||||
Beginning balance, value at Apr. 30, 2023 | $ 9,867 | $ 54,568 | 109,993,100 | (54,586,793) | (861,117) | 54,609,625 |
Shares, Outstanding, Beginning Balance at Apr. 30, 2023 | 986,676 | 54,568,065 | ||||
Net loss | (16,980,214) | |||||
[custom:IssuanceOfCommonStockThroughATMFacilitiesNetShares] | 53,235 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 3,000 | |||||
Public offering, net of $804,400 of issuance costs | 8,395,600 | |||||
[custom:StockIssuedDuringPeriodSharesPublicOffering] | 18,400,000 | |||||
Ending balance, value at Jan. 31, 2024 | $ 47 | $ 74,171 | 121,060,881 | (71,567,007) | 4,621 | 49,572,713 |
Shares, Outstanding, Ending Balance at Jan. 31, 2024 | 4,676 | 74,171,106 | ||||
Beginning balance, value at Jul. 31, 2023 | $ 47 | $ 55,541 | 110,905,033 | (60,397,141) | (570,082) | 49,993,398 |
Shares, Outstanding, Beginning Balance at Jul. 31, 2023 | 4,676 | 55,541,875 | ||||
Stock based compensation | 1,196,325 | 1,196,325 | ||||
Vesting of restricted stock units | $ 55 | (7,826) | (7,771) | |||
[custom:VestingOfRestrictedStockUnitsShares] | 54,786 | |||||
Unrealized gain on marketable securities | 363,663 | 363,663 | ||||
Currency translation adjustments | 1,376 | 1,376 | ||||
Net loss | (5,681,328) | (5,681,328) | ||||
Issuance of common stock through ATM facility, net | $ 53 | 9,159 | 9,212 | |||
[custom:IssuanceOfCommonStockThroughATMFacilitiesNetShares] | 53,235 | |||||
Ending balance, value at Oct. 31, 2023 | $ 47 | $ 55,649 | 112,102,691 | (66,078,469) | (205,043) | 45,874,875 |
Shares, Outstanding, Ending Balance at Oct. 31, 2023 | 4,676 | 55,649,896 | ||||
Stock based compensation | 585,771 | 585,771 | ||||
Vesting of restricted stock units | $ 119 | (7,433) | (7,314) | |||
[custom:VestingOfRestrictedStockUnitsShares] | 118,210 | |||||
Unrealized gain on marketable securities | 211,113 | 211,113 | ||||
Currency translation adjustments | (1,449) | (1,449) | ||||
Net loss | (5,488,538) | (5,488,538) | ||||
Exercise of stock options | $ 3 | 2,652 | 2,655 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 3,000 | |||||
Public offering, net of $804,400 of issuance costs | $ 18,400 | 8,377,200 | 8,395,600 | |||
[custom:StockIssuedDuringPeriodSharesPublicOffering] | 18,400,000 | |||||
Ending balance, value at Jan. 31, 2024 | $ 47 | $ 74,171 | $ 121,060,881 | $ (71,567,007) | $ 4,621 | $ 49,572,713 |
Shares, Outstanding, Ending Balance at Jan. 31, 2024 | 4,676 | 74,171,106 |
Consolidated Statements of St_2
Consolidated Statements of Stockholders' Equity (Unaudited) (Parenthetical) | 4 Months Ended |
Jan. 31, 2024 USD ($) | |
Common Stock [Member] | |
Payments of Debt Issuance Costs | $ 804,400 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Cash Flows from Operating Activities | ||
Net loss | $ (16,980,214) | $ (15,722,078) |
Net loss from discontinued operations | (2,141,289) | (962,971) |
Net loss from continuing operations | (14,838,925) | (14,759,107) |
Adjustments to reconcile net loss to net cash from operations: | ||
Stock based compensation - options | 1,955,547 | 1,308,768 |
Stock based compensation - restricted units | 738,155 | 1,482,190 |
Amortization of intangible assets | 650,769 | 437,157 |
Realized loss from sale of marketable securities | 851,986 | 106,225 |
Depreciation | 357,289 | 169,748 |
Change in fair value of derivative | (302,821) | (751,397) |
Changes in operating assets and liabilities | ||
Accounts receivable | (4,371,862) | (1,623,146) |
Inventory | (172,697) | (3,243,110) |
Other | (1,534,558) | (126,947) |
Operating lease right-of-use assets and liabilities | (2,210) | 25,786 |
Customer deposits | (103,690) | (225,741) |
Accounts payable | 889,324 | 1,008,430 |
Accrued expenses | 528,759 | (615,006) |
Net cash used in operating activities of continuing operations | (15,354,934) | (16,806,150) |
Cash Flows from Investing Activities | ||
Purchases of property and equipment | (184,532) | (1,735,882) |
Proceeds from sale of marketable securities | 12,826,217 | 24,282,117 |
Investment in SAFE agreement | (250,000) | |
Net cash provided by investing activities of continuing operations | 12,641,685 | 22,296,235 |
Cash Flows from Financing Activities | ||
Public offering, net | 8,395,600 | |
ATM facility, net | 9,212 | |
Payments under debt obligations | (423,772) | (471,923) |
Payments of taxes related to equity transactions | (23,604) | (594,454) |
Exercise of stock options | 2,655 | |
Proceeds from related party obligations | 13,404 | |
Payments under related party obligations | (40,057) | |
Net cash provided by (used in) financing activities of continuing operations | 7,960,091 | (1,093,030) |
Discontinued operations | ||
Operating activities | (781,482) | (4,588,708) |
Investing activities | ||
Financing activities | 98,441 | |
Net cash used in discontinued operations | (683,041) | (4,588,708) |
Net increase (decrease) in Cash | 4,563,801 | (191,653) |
Cash, beginning of period | 3,260,305 | 4,084,815 |
Cash, end of period | 7,824,106 | 3,893,162 |
Less: Cash of discontinued operations | (126,771) | (84,058) |
Cash of continuing operations, end of period | 7,697,335 | 3,809,104 |
Cash paid for interest | 57,963 | 97,005 |
Cash paid for income taxes | ||
Non-cash transactions | ||
Unrealized gain on marketable securities | 864,165 | 328,006 |
Conversion of preferred stock into common stock | 9,820 | |
Shares withheld as payment of note receivable | 18,449 | |
Taxes related to net share settlement of equity awards | $ 11,682 |
Note 1 _ The Business
Note 1 – The Business | 9 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
Note 1 – The Business | Note 1 – The Business The Company was originally incorporated in February 1984. Since April 2016, the Company’s primary business has been to provide products, services, and solutions to the drone industry which it presently does through its four wholly owned operating subsidiaries. Beginning in January 2020, the Company expanded the scope of its drone products and services through four acquisitions, including: A. In January 2020, the Company acquired Rotor Riot, a provider of First Person View (“FPV”) drones and equipment, primarily to consumers. The purchase price was $1,995,114. B. In November 2020, the Company acquired Fat Shark Holdings (“Fat Shark”), a provider of FPV video goggles to the drone industry. The purchase price was $8,354,076. C. In May 2021, the Company acquired Skypersonic which provides hardware and software solutions that enable drones to complete inspection services in locations where GPS is either denied or not available, yet still record and transmit data even while being operated from thousands of miles away. The purchase price was $2,791,012. D. In August 2021, the Company acquired Teal Drones (“Teal”), a leader in commercial and government Unmanned Aerial Vehicles (“UAV”) technology. The purchase price was $10,011,279. Following the Teal acquisition in August 2021, we concentrated on integrating and organizing these businesses. Effective May 1, 2022, we established the Enterprise segment (“Enterprise”) and the Consumer segment (“Consumer”) to focus on the unique opportunities in each sector. Enterprise's initial strategy was to provide UAV's to commercial enterprises, and the military, to navigate dangerous military environments and confined industrial and commercial interior spaces. Subsequently, Enterprise narrowed its near-term attention on the military and other government agencies. Skypersonic's technology has been redirected to military applications and its operations consolidated into Teal. The Consumer segment, which includes Fat Shark and Rotor Riot, caters to hobbyists, drone racers, and enthusiasts. The reportable segments were established based on how our chief operating decision maker (“CODM”), which is a committee comprised of our Chief Executive Officer (“CEO”), Chief Technology Officer (“CTO”) and our Chief Financial Officer (“CFO”), manages our business, makes resource allocation and operating decisions, and evaluates operating performance. See “Note 21 - Segment Reporting”. On December 11, 2023, the Company completed a firm commitment underwritten public offering with ThinkEquity of 18,400,000 shares of common stock which generated gross proceeds of $9,200,000 and net proceeds of approximately $8,400,000. On February 16, 2024 , we closed the sale of our Consumer segment to Unusual Machines, Inc. (or “Unusual Machines” or “UM”). The sale reflects the Company's decision to focus its efforts and capital on defense where it believes that there are more opportunities to create long term shareholder value. See Note 3 and Note 23. |
Note 2 _ Summary of Significant
Note 2 – Summary of Significant Accounting Policies | 9 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
Note 2 – Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Accounting Principles of Consolidation Our consolidated financial statements include the accounts of our wholly owned subsidiaries which include Teal, Skypersonic, Rotor Riot, and Fat Shark. Intercompany transactions and balances have been eliminated. The Consumer segment businesses are characterized as discontinued operations in these financial statements. The assets and liabilities of these entities have been presented separately in the Consolidated Balance Sheet as discontinued operations. Similarly, the operating results and cash flows of discontinued operations are separately stated in those respective financial statements. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates reflected in these financial statements include those used to (i) determine stock-based compensation, (ii) complete purchase price accounting for acquisitions, (iii) accounting for derivatives, (iv) reserves and allowances related to accounts receivable and inventory, and (v) the evaluation of long-term assets, including goodwill, for impairment. Cash and Cash Equivalents Marketable Securities We have elected to present accrued interest income separately from marketable securities on our consolidated balance sheets. Accrued interest income was $0 and $151,671 as of January 31, 2024 and April 30, 2023, respectively, and was included in other current assets. We did not write off any accrued interest income during the nine months ended January 31, 2024 and 2023. Accounts Receivable, net Accounts receivable are recorded at the invoiced amount less allowances for doubtful accounts. The Company's estimate of the allowance for doubtful accounts is based on a multitude of factors, including historical bad debt levels for its customer base, experience with a specific customer, the economic environment, and other factors. Accounts receivable balances are written off against the allowance when it is probable that the receivable will not be collected. Inventories Inventories, which consist of raw materials, work-in-process, and finished goods, are stated at the lower of cost or net realizable value, and are measured using the first-in, first-out method. Cost components include direct materials, direct labor, indirect overhead, as well as in-bound freight. At each balance sheet date, the Company evaluates the net realizable value of its inventory using various reference measures including current product selling prices and recent customer demand, as well as evaluating for excess quantities and obsolescence. Goodwill and Long-lived Assets ASC 350, Intangibles – Goodwill and Other, The estimate of fair value of a reporting unit is computed using either an income approach, a market approach, or a combination of both. Under the income approach, we utilize the discounted cash flow method to estimate the fair value of a reporting unit. Significant assumptions inherent in estimating the fair values include the estimated future cash flows, growth assumptions for future revenues (including gross margin, operating expenses, and capital expenditures), and a rate used to discount estimated future cash flow projections to their present value based on estimated weighted average cost of capital (i.e., the selected discount rate). Our assumptions are based on historical data, supplemented by current and anticipated market conditions, estimated growth rates, and management’s plans. Under the market approach, fair value is derived from metrics of publicly traded companies or historically completed transactions of comparable businesses. The selection of comparable businesses is based on the markets in which the reporting units operate and consider risk profiles, size, geography, and diversity of products and services. Goodwill for Rotor Riot relates to its strong social media presence including more than 200,000 YouTube subscribers. Goodwill for Fat Shark is attributable to its relationship with manufacturing sources in China and the potential to integrate its goggle technologies with the Teal drone. Goodwill for Teal is ascribed to its existing relationship with several U.S. government agencies including its classification as an approved vendor. The Company expects that the Goodwill recognized in each transaction will be deductible for tax purposes. The Company has reported net losses since its inception and is presently unable to determine when and if the tax benefit of this deduction will be realized. Property and equipment Property and equipment is stated at cost less accumulated depreciation which is calculated using the straight-line method over the estimated useful life of the asset. The estimated useful lives of our property and equipment are generally: (i) furniture and fixtures - seven years, (ii) equipment and related - two to five years, and (iii) leasehold improvements - 15 years. Leases The Company determines if a contract is a lease or contains a lease at inception. Operating lease liabilities are measured, on each reporting date, based on the present value of the future minimum lease payments over the remaining lease term. The Company's leases do not provide an implicit rate. Therefore, the Company uses an effective discount rate of 12% based on its last debt financing. Operating lease assets are measured by adjusting the lease liability for lease incentives, initial direct costs incurred and asset impairments. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term with the operating lease asset reduced by the amount of the expense. Lease terms may include options to extend or terminate a lease when they are reasonably certain to occur. Fair Values, Inputs and Valuation Techniques for Financial Assets and Liabilities, and Related Disclosures The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The guidance establishes three levels of the fair value hierarchy as follows: Level 1 Level 2 Level 3 Disclosures for Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis The Company's financial instruments mainly consist of cash, receivables, current assets, accounts payable, accrued expenses and debt. The carrying amounts of these instruments approximates fair value due to their short-term nature. Convertible Securities and Derivatives When the Company issues convertible debt or equity instruments that contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds from the convertible host instruments are first allocated to the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the convertible instruments themselves, resulting in those instruments being recorded at a discount from their face value but no lower than zero. Any excess amount is recognized as a derivative expense. Derivative Liabilities The Company has issued financial instruments which include embedded features subject to derivative accounting. Specifically, there are warrants outstanding, issued in connection with a convertible debt financing, which include provisions under which the exercise price is equal to the lesser of (i) $1.50 or (ii) the exercise or conversion price of securities issued in a future, qualified offering. Embedded derivatives are valued separately from the host instrument and are recognized as liabilities on the Company's balance sheet. The warrants are valued using a multinomial lattice method that values the derivative liability based on a probability weighted discounted cash flow model. The liability is valued at each reporting date and the change in liability is reflected as a change in derivative liability in the statement of operations. Revenue Recognition , specifically, the shipment of goods to customers as orders are fulfilled. The Company recognizes revenue upon shipment unless otherwise specified in the purchase order. The timing of the shipment of orders can vary considerably depending upon whether an order is for an item normally maintained in inventory or an order that requires assembly or unique parts. Customer deposits totaled $52,296 and $155,986 at January 31, 2024 and April 30, 2023, respectively. Research and Development Income Taxes Recent Accounting Pronouncements Management does not believe that recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. Foreign Currency Comprehensive Loss Stock-Based Compensation tock options are valued using the estimated grant-date fair value method of accounting in accordance with ASC Topic 718, Compensation – Stock Compensation. Fair value is determined based on the Black-Scholes Model using inputs reflecting our estimates of expected volatility, term and future dividends. We recognize forfeitures as they occur. The fair value of restricted stock is based on our stock price on the date of grant. Compensation cost is recognized on a straight-line basis over the service period which is the vesting term. Basic and Diluted Net Loss per Share January 31, 2024 April 30, 2023 Series B Preferred Stock, as converted 3,896 822,230 Stock options 6,679,100 4,784,809 Warrants 1,539,999 1,539,999 Restricted stock 653,386 781,060 Total 8,876,381 7,928,098 Related Parties Segment Reporting Since January 2020, we have acquired four separate businesses operating in various aspects of the drone industry. Liquidity and Going Concern |
Note 3 _ Discontinued Operation
Note 3 – Discontinued Operations – Sale of Consumer Segment | 9 Months Ended |
Jan. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Note 3 – Discontinued Operations – Sale of Consumer Segment | Note 3 – Discontinued Operations – Sale of Consumer Segment On February 16, 2024 , the Company closed the sale of its Consumer segment consisting of Rotor Riot and Fat Shark. Accordingly, the Consumer segment has been classified as Discontinued Operations and reported in accordance with the applicable accounting standards. See Note 23 for additional information regarding the transaction. Set forth below are the results of operations for the Consumer segment for: Three months ended January 31, Nine months ended January 31, 2024 2023 2024 2023 Revenues $ 1,100,943 $ 1,438,961 $ 4,027,094 $ 4,164,531 Cost of goods sold 1,745,771 1,239,420 4,285,087 3,579,679 Gross Margin (644,828 ) 199,541 (257,993 ) 584,852 Operating Expenses Operations 288,059 151,502 671,864 484,340 Research and development 36,379 80,270 113,682 251,034 Sales and marketing 286,918 192,625 978,435 555,916 General and administrative 43,024 116,837 96,612 276,321 Total operating expenses 654,380 541,234 1,860,593 1,567,611 Operating loss (1,299,208 ) (341,693 ) (2,118,586 ) (982,759 ) Other (income) expense Interest expense — — 22,856 — Other, net (3 ) (11,614 ) (153 ) (19,788 ) Other (income) expense (3 ) (11,614 ) 22,703 (19,788 ) Net loss from discontinued operations $ (1,299,205 ) $ (330,079 ) $ (2,141,289 ) $ (962,971 ) Assets and liabilities for the Consumer segment included: January 31, 2024 April 30, 2023 Current assets Cash $ 126,771 $ 86,656 Accounts receivable, net 1,760 61,107 Inventory 1,545,667 3,065,954 Other 1,586,938 2,069,438 Total current assets 3,261,136 5,283,155 Intangible assets, net 20,000 20,000 Other 59,426 3,853 Operating lease right-of-use assets 376,751 84,544 Total long term assets 456,177 108,397 Current liabilities Accounts payable $ 156,421 $ 606,872 Accrued expenses 116,812 109,480 Debt obligations - short term 98,441 — Customer deposits 45,791 244,688 Operating lease liabilities 56,974 49,461 Total current liabilities 474,439 1,010,501 Long term liabilities - Operating lease liabilities 321,771 41,814 Working capital $ 2,786,697 $ 4,272,654 |
Note 4 _ Marketable Securities
Note 4 – Marketable Securities | 9 Months Ended |
Jan. 31, 2024 | |
Investments, Debt and Equity Securities [Abstract] | |
Note 4 – Marketable Securities | Note 4 – Marketable Securities There were no marketable securities at January 31, 2024. At April 30, 2023, marketable securities consisted solely of corporate bonds and were classified at Level 2 in the Fair Value Hierarchy. Fair value, cost basis, and unrealized losses totaled $ 12,814,038 , $ 13,678,203 , and $ 864,165 at April 30, 2023, respectively. |
Note 5 _ Inventories
Note 5 – Inventories | 9 Months Ended |
Jan. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Note 5 – Inventories | Note 5 – Inventories Inventories consisted of the following: January 31, 2024 April 30, 2023 Raw materials $ 7,235,844 $ 8,132,196 Work-in-process 1,666,976 509,381 Finished goods 190,450 278,996 Total $ 9,093,270 $ 8,920,573 |
Note 6 _ Other Current Assets
Note 6 – Other Current Assets | 9 Months Ended |
Jan. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Note 6 – Other Current Assets | Note 6 – Other Current Assets Other current assets included: January 31, 2024 April 30, 2023 Prepaid expenses $ 1,152,751 $ 752,564 Prepaid inventory 970,542 359,500 Grant receivable 675,000 — Accrued interest income — 151,671 Total $ 2,798,293 $ 1,263,735 |
Note 7 _ Due From Related Party
Note 7 – Due From Related Party | 9 Months Ended |
Jan. 31, 2024 | |
Note 7 Due From Related Party | |
Note 7 – Due From Related Party | Note 7 – Due From Related Party In January 2022, the Company determined that a senior executive had relocated in 2021 but their compensation had not been subject to the income tax withholding required by the new jurisdiction. The amount subject to taxation included $ 155,624 1,413,332 510,323 104,166 280,832 110,983 20,833 3,000 712,646 510,323 31,604 170,719 |
Note 8 _ Intangible Assets
Note 8 – Intangible Assets | 9 Months Ended |
Jan. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Note 8 – Intangible Assets | Note 8 – Intangible Assets Intangible assets relate to acquisitions completed by the Company, including those described in Note 1, and were as follows: January 31, 2024 April 30, 2023 Gross Value Accumulated Amortization Net Value Gross Value Accumulated Amortization Net Value Proprietary technology $ 4,967,000 $ (1,468,897 ) $ 3,498,103 $ 4,967,000 $ (841,223 ) $ 4,125,777 Non-compete agreements 81,000 (75,584 ) 5,416 81,000 (56,667 ) 24,333 Customer relationships 39,000 (22,284 ) 16,716 39,000 (18,106 ) 20,894 Total finite-lived assets 5,087,000 (1,566,765 ) 3,520,235 5,087,000 (915,996 ) 4,171,004 Brand name 3,152,000 — 3,152,000 3,152,000 — 3,152,000 Total indefinite-lived assets 3,152,000 — 3,152,000 3,152,000 — 3,152,000 Total intangible assets, net $ 8,239,000 $ (1,566,765 ) $ 6,672,235 $ 8,239,000 $ (915,996 ) $ 7,323,004 Proprietary technology and non-compete agreements are being amortized over five to six years and three years, respectively. Customer relationships are being amortized over seven years. Goodwill and Brand name are not amortized but evaluated for impairment on a quarterly basis. As of January 31, 2024, expected amortization expense for finite-lived intangible assets for the next five years is as follows: Fiscal Year Ended: 2024 $ 216,036 2025 842,471 202 815,271 2027 786,679 2028 644,833 Thereafter 214,945 Total $ 3,520,235 Goodwill represents the future economic benefit arising from other assets acquired in an acquisition that are not individually identified and separately recognized. The composition of, and changes in goodwill, consist of: Date Acquisition Goodwill January 2020 Rotor Riot $ 1,849,073 November 2020 Fat Shark 6,168,260 May 2021 Skypersonic 2,826,918 August 2021 Teal Drones 8,995,499 April 2023 - Impairment loss Skypersonic (2,826,918 ) Balance at April 30, 2023 and January 31, 2024 $ 17,012,832 Following the establishment of the Enterprise and Consumer segments, management evaluated the long-term business strategy of each segment. This resulted in the Enterprise segment narrowing its focus on the military and other government agencies. It was determined that Skypersonic's technology would be re-focused for the near term on military applications and consolidated into the operations of Teal. The Company completes a formal evaluation of the carrying value of its intangible assets, including goodwill, at the end of each fiscal year. Based on (i) the operating results for Skypersonic since its acquisition in May 2021, (ii) its consolidation into Teal, (iii) our current expectations of its future business conditions and trends, including its projected revenues, expenses, and cash flows, the Company recognized an impairment charge of $2,826,918 in April 2023. |
Note 9 _ Property and Equipment
Note 9 – Property and Equipment | 9 Months Ended |
Jan. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Note 9 – Property and Equipment | Note 9 – Property and Equipment Property and equipment consist of assets with an estimated useful life greater than one year and are reported net of accumulated depreciation. The reported values are periodically assessed for impairment, and were as follows: January 31, 2024 April 30, 2023 Equipment and related $ 1,471,096 $ 1,386,373 Leasehold improvements 1,548,609 1,473,890 Furniture and fixtures 157,842 132,752 Accumulated depreciation (699,946 ) (342,657 ) Net carrying value $ 2,477,601 $ 2,650,358 Depreciation expense totaled $ 357,289 169,748 |
Note 10 _ Other Long-Term Asset
Note 10 – Other Long-Term Assets | 9 Months Ended |
Jan. 31, 2024 | |
Note 10 Other Long-term Assets | |
Note 10 – Other Long-Term Assets | Note 10 – Other Long-Term Assets Other long-term assets included: January 31, 2024 April 30, 2023 SAFE agreement $ 250,000 $ 250,000 Security deposits 53,180 53,180 Total $ 303,180 $ 303,180 In November 2022, the Company entered into a SAFE (Simple Agreement for Future Equity) agreement with Firestorm Labs, Inc. (“Firestorm”) under which it made a payment of $ 250,000 250,000 |
Note 11 _ Operating Leases
Note 11 – Operating Leases | 9 Months Ended |
Jan. 31, 2024 | |
Leases [Abstract] | |
Note 11 – Operating Leases | Note 11 – Operating Leases As of January 31, 2024, the Company had operating type leases for real estate and no finance type leases. The Company’s leases have remaining lease terms of up to 3.33 years, some of which may include options to extend for up to 5 years. Operating lease expense totaled $ 260,300 3,300 Leases on which the Company made rent payments during the reporting period included: Location Monthly Rent Expiration South Salt Lake, Utah $ 22,667 December 2024 San Juan, Puerto Rico $ 5,647 June 2027 Grantsville, Utah $ 1,000 December 2026 Troy, Michigan $ 550 May 2022 Supplemental information related to operating leases for the nine months ended January 31, 2024 was: Operating cash paid to settle lease liabilities $259,211 Weighted average remaining lease term (in years) 2.06 Weighted average discount rate 12% Future lease payments at January 31, 2024 were as follows: Fiscal Year Ended: 2024 90,951 2025 273,743 2026 92,619 2027 91,300 2028 6,627 Total $ 555,240 |
Note 12 _ Debt Obligations
Note 12 – Debt Obligations | 9 Months Ended |
Jan. 31, 2024 | |
Debt Disclosure [Abstract] | |
Note 12 – Debt Obligations | Note 12 – Debt Obligations A. Decathlon Capital On August 31, 2021, Teal entered into an Amended and Restated Loan and Security Agreement with Decathlon Alpha IV, L.P. (“DA4”) in the amount of $ 1,670,294 10 49,275 506,852 895,709 B. Pelion Note In May 2021, Teal entered into a note agreement totaling $ 350,000 0.13 1,222 C. Vendor Agreement In connection with the acquisition of Teal on August 31, 2021, the Company assumed an obligation with a contract manufacturing firm. The assumed balance of $ 387,500 37,500 D. SBA Loan In February 2021, Teal received a Small Business Administration Paycheck Protection Program (“SBA PPP”) loan in the amount of $ 300,910 300,910 3,001 E. Corporate Equity Beginning in October 2021, and amended in January 2022, Teal financed a total of $ 120,000 8.25 3,595 37,576 66,586 F. Revenue Financing Arrangement In April 2021, Teal entered into an agreement under which it sold future customer payments, at a discount, to Forward Financing. At August 31, 2021, the Company assumed the outstanding balance of $ 38,758 G. Ascentium Capital In September 2021, Teal entered into a financing agreement with Ascentium Capital to fund the purchase of a fixed asset totaling $ 24,383 656 5,507 11,412 H. Summary Outstanding principal payments on debt obligations are due as follows: Fiscal 2024 498,366 Fiscal 2025 401,569 Total $ 899,935 Short term – through January 31, 2025 $ 899,935 Long term – thereafter $ — |
Note 13 _ Due to Related Party
Note 13 – Due to Related Party | 9 Months Ended |
Jan. 31, 2024 | |
Note 13 Due To Related Party | |
Note 13 – Due to Related Party | Note 13 – Due to Related Party BRIT, LLC In January 2020, in connection with the acquisition of Rotor Riot, the Company assumed a line of credit obligation of the seller, BRIT, LLC, totaling $ 47,853 6.67 37,196 292 |
Note 14 _ Income Taxes
Note 14 – Income Taxes | 9 Months Ended |
Jan. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Note 14 – Income Taxes | Note 14 – Income Taxes Our operating subsidiary, Red Cat Propware, Inc., is incorporated and based in Puerto Rico which is a commonwealth of the United States. We are not subject to taxation by the United States as Puerto Rico has its own taxing authority. Since inception, we have incurred net losses in each year of operations. Our current provision for the reporting periods presented in these financial statements consisted of a tax benefit against which we applied a full valuation allowance, resulting in no current provision for income taxes. In addition, there was no deferred provision for any of these reporting periods. At January 31, 2024 and April 30, 2023, we had accumulated deficits of approximately $ 71,600,000 54,600,000 13,246,000 10,101,000 |
Note 15 _ Common Stock
Note 15 – Common Stock | 9 Months Ended |
Jan. 31, 2024 | |
Equity [Abstract] | |
Note 15 – Common Stock | Note 15 – Common Stock Our common stock has a par value of $0.001 per share. We are authorized to issue 500,000,000 shares of common stock. Each share of common stock is entitled to one vote. A summary of shares of common stock issued by the Company since April 30, 2022 is as follows: Description of Shares Shares Issued Shares outstanding as of April 30, 2022 53,748,735 Vesting of restricted stock to employees, net of shares withheld of 273,874 to pay taxes and 9,000 to repay a Note 653,308 Vesting of restricted stock to Board of Directors 116,507 Vesting of restricted stock to consultants 9,683 Shares issued for services 39,832 Shares outstanding as of April 30, 2023 54,568,065 Vesting of restricted stock to employees, net of shares withheld of 27,189 to pay taxes 145,623 Vesting of restricted stock to Board of Directors 181,088 Vesting of restricted stock to consultants 1,761 Conversion of preferred stock 818,334 Issuance of common stock through ATM facilities 53,235 Issuance of common stock through public offering 18,400,000 Exercise of stock options 3,000 Shares outstanding as of January 31, 2024 74,171,106 ATM Facility In August 2023, we entered into a sales agreement (“the 2023 ATM Facility”) with ThinkEquity LLC (“ThinkEquity”), which provides for the sale, in our sole discretion, of shares of our common stock through ThinkEquity, as our sales agent. In accordance with the terms of the ATM Sales Agreement, the Company may offer and sell shares of our common stock, par value $0.001 per share, having an aggregate offering price of up to $4,375,000. The issuance and sale of these shares by us pursuant to the 2023 ATM Facility are deemed “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), and are registered under the Securities Act. We pay a commission of up to 2.5% of gross sales proceeds of any common stock sold under the 2023 ATM Facility. During the nine months ended January 31, 2024, we sold an aggregate of 53,235 shares of common stock under the 2023 ATM Facility, at an average price of $1.07 per share, for gross proceeds of approximately $ 57,000 and net proceeds of approximately $ 55,700 , after deducting commissions and other offering expenses payable by us. Additionally, the Company incurred legal fees of approximately $ 46,000 establishing the 2023 ATM Facility. In December 2023, the Prospectus Supplement dated August 8, 2023 was amended to change the aggregate offering price under the ATM facility to up to $4,375,000. As of January 31, 2024, approximately $ 4,318,000 Public Offering In December 2023, the Company entered into an underwriting agreement with ThinkEquity LLC, as representative of the underwriters, pursuant to which the Company agreed to sell to the underwriters in a firm commitment underwritten public offering (the “Offering”) an aggregate of 16,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a public offering price of $0.50 per share. The Company also granted the underwriters a 45-day option to purchase up to an additional 2,400,000 shares of Common Stock to cover over-allotments. The Offering closed on December 11, 2023, resulting in the issuance of 18,400,000 shares of Common Stock Net proceeds to the Company from the Offering, after deducting the underwriting discount, the underwriters’ fees and expenses and the Company’s estimated Offering expenses, were approximately $8,400,000. |
Note 16 _ Preferred Stock
Note 16 – Preferred Stock | 9 Months Ended |
Jan. 31, 2024 | |
Equity [Abstract] | |
Note 16 – Preferred Stock | Note 16 – Preferred Stock Series B Preferred Stock (“Series B Stock”) is convertible into common stock at a ratio of 0.8334 shares of common stock for each share of Series B Stock held and votes together with the common stock on an as-if-converted basis. 982,000 shares of Series B Stock were converted into 818,334 shares of common stock in June 2023. Shares outstanding at January 31, 2024 totaled 4,676 3,896 |
Note 17 _ Warrants
Note 17 – Warrants | 9 Months Ended |
Jan. 31, 2024 | |
Note 17 Warrants | |
Note 17 – Warrants | Note 17 – Warrants The Company issued 5 year warrants to investors in connection with two convertible note financings. The warrants have an initial exercise price of $ 1.50 A summary of the warrants issued and their fair values were: Upon Issuance Outstanding at January 31, 2024 Date of Transaction Number of Warrants Initial Fair Value Number of Warrants Fair Value October 2020 399,998 $ 267,999 266,666 $ 87,196 January 2021 675,000 $ 2,870,666 540,000 $ 198,189 To date, we have received $301,248 related to the exercise of 268,332 warrants. These exercises eliminated the derivative liability in these warrants, resulting in a decrease of $857,446 in the derivative liability with a corresponding increase in additional paid in capital. In May 2021, the Company issued warrants to purchase 200,000 5.00 In July 2021, the Company issued warrants to purchase 533,333 shares of common stock to the placement agent of its common stock offering. The warrants have a five-year term and an exercise price of $ 5.625 . There have been no issuances or exercises of warrants since April 30, 2022. The key attributes of the 1,539,999 warrants outstanding, which have a weighted average exercise price of $3.38, are as follows: Weighted-average Remaining Contractual Term (in years) Aggregate Intrinsic Value April 30, 2022 3.89 $ 427,533 April 30, 2023 2.89 $ — January 31, 2024 2.13 $ — |
Note 18 _ Share Based Awards
Note 18 – Share Based Awards | 9 Months Ended |
Jan. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Note 18 – Share Based Awards | Note 18 – Share Based Awards The 2019 Equity Incentive Plan (the "Plan") allows us to incentivize key employees, consultants, and directors with long term compensation awards such as stock options, restricted stock, and restricted stock units (collectively, the "Awards"). The number of shares issuable in connection with Awards under the Plan may not exceed 11,750,000 A. Options The range of assumptions used to calculate the fair value of options granted during the nine months ended January 31 was: 2024 2023 Exercise Price $ 0.95 – 1.12 $ 1.06 – 2.38 Stock price on date of grant 0.95 – 1.12 1.06 – 2.38 Risk-free interest rate 3.47 – 4.34 % 3.34 – 7.52 % Dividend yield — — Expected term (years) 6.00 – 8.25 8.25 Volatility 242.38 – 260.22 % 253.52 513.58% % A summary of options activity under the Plan since April 30, 2022 was: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding as of April 30, 2022 3,694,142 $ 2.17 8.56 1,407,545 Granted 1,503,500 1.40 Exercised — — Forfeited or expired (412,833 ) 2.67 Outstanding as of April 30, 2023 4,784,809 1.88 8.72 74,586 Granted 2,541,042 1.06 Exercised (3,000 ) 0.89 Forfeited or expired (643,751 ) 2.43 Outstanding as of January 31, 2024 6,679,100 1.53 7.86 — Exercisable as of January 31, 2024 3,575,496 $ 1.86 6.31 $ — The aggregate intrinsic value of outstanding options represents the excess of the stock price at the indicated date over the exercise price of each option. As of January 31, 2024 and January 31, 2023, there was $ 1,767,088 3,052,603 B. Restricted Stock A summary of restricted stock activity under the Plan since April 30, 2022 was: Shares Weighted Average Grant-Date Fair Value Per Share Unvested and outstanding as of April 30, 2022 1,083,675 $ 2.59 Granted 780,884 2.14 Vested (1,062,372 ) 2.42 Forfeited (21,127 ) 2.13 Unvested and outstanding as of April 30, 2023 781,060 2.44 Granted 298,643 1.06 Vested (355,661 ) 1.94 Forfeited (70,656 ) 1.25 Unvested and outstanding as of January 31, 2024 653,386 $ 2.14 C. Stock Compensation Stock compensation expense by functional operating expense was: Three months ended January 31, Nine months ended January 31, 2024 2023 2024 2023 Operations $ 114,425 $ 181,908 $ 544,046 $ 566,218 Research and development (106,314 ) 170,579 168,732 524,874 Sales and marketing 120,180 120,733 494,392 390,076 General and administrative 457,480 315,471 1,486,532 1,309,790 Total $ 585,771 $ 788,691 $ 2,693,702 $ 2,790,958 Stock compensation expense pertaining to options totaled $ 1,955,547 1,308,768 738,155 1,482,190 |
Note 19 _ Derivatives
Note 19 – Derivatives | 9 Months Ended |
Jan. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Note 19 – Derivatives | Note 19 – Derivatives The Company has completed financings which included notes and warrants containing embedded features subject to derivative accounting. Both the notes and the warrants included provisions which provided for a reduction in the conversion and exercise prices, respectively, if the Company completed a future qualified offering at a lower price. These provisions represent embedded derivatives which are valued separately from the host instrument (meaning the notes and warrants) and recognized as derivative liabilities on the Company's balance sheet. The Company initially measures these financial instruments at their estimated fair value and recognizes changes in their estimated fair value in results of operations during the period of change. The Company also measures these financial instruments on the date of settlement (meaning when the note is converted, or the warrant is exercised) at their estimated fair value and recognizes changes in their estimated fair value in results of operations. Any discount in the carrying value of the note is fully amortized on the date of settlement and recognized as interest expense. The Company estimated the fair value of these embedded derivatives using a multinomial lattice model. The range of underlying assumptions used in the binomial model to determine the fair value of the derivative warrant liability upon settlement of the derivative liability and as of January 31, 2024 and April 30, 2023 are set forth below. In addition, the Company's stock price on each measurement date was used in the model. January 31, 2024 April 30, 2023 Risk-free interest rate 4.73 5.54 2.83 4.51 Expected dividend yield — — Expected term (in years) 1.67 2.50 2.42 3.50 Expected volatility 74.41 107.90 138.49 235.23 As of January 31, 2024, all of the notes had been converted into common stock and 806,666 of the warrants were outstanding. Changes in the derivative liability during the nine months ended January 31, 2024 and the year ended April 30, 2023 were as follows: January 31, 2024 April 30, 2023 Balance, beginning of period $ 588,205 $ 1,607,497 Additions — — Eliminated upon conversion of notes/exercise of warrants — — Changes in fair value (302,821 ) (1,019,292 ) Balance, end of period $ 285,384 $ 588,205 Changes in fair value primarily relate to changes in the Company’s stock price during the period, with increases in the stock price increasing the liability and decreases in the stock price reducing the liability. |
Note 20 - Related-Party Transac
Note 20 - Related-Party Transactions | 9 Months Ended |
Jan. 31, 2024 | |
Related Party Transactions [Abstract] | |
Note 20 - Related-Party Transactions | Note 20 - Related-Party Transactions In January 2022, the Company entered into a note agreement with an employee in the principal amount of $ 510,323 In February 2024, the Company sold Rotor Riot and Fat Shark to Unusual Machines, as further described in Note 23. Additional related party transactions are disclosed in Note 13. |
Note 21 - Segment Reporting
Note 21 - Segment Reporting | 9 Months Ended |
Jan. 31, 2024 | |
Note 21 - Segment Reporting | |
Note 21 - Segment Reporting | Note 21 - Segment Reporting The following table sets forth key operating data and asset categories which are reviewed by our CODM in evaluating the operating performance of each segment: For the nine months ended January 31, 2024 Enterprise Consumer Corporate Total Revenues $ 11,526,930 $ 4,027,094 $ — $ 15,554,024 Cost of goods sold 9,050,032 4,285,087 — 13,335,119 Gross margin 2,476,898 (257,993 ) — 2,218,905 Operating expenses 10,304,246 1,860,593 6,192,676 18,357,515 Operating loss (7,827,348 ) (2,118,586 ) (6,192,676 ) (16,138,610 ) Other expenses, net (277,333 ) 22,703 1,096,234 841,604 Net loss $ (7,550,015 ) $ (2,141,289 ) (7,288,910 ) $ (16,980,214 ) For the nine months ended January 31, 2023 Enterprise Consumer Corporate Total Revenues $ 3,541,846 $ 4,164,531 $ — $ 7,706,377 Cost of goods sold 3,432,804 3,579,679 — 7,012,483 Gross margin 109,042 584,852 — 693,894 Operating expenses 8,041,686 1,567,611 7,081,225 16,690,522 Operating loss (7,932,644 ) (982,759 ) (7,081,225 ) (15,996,628 ) Other expenses, net 265,855 (19,788 ) (520,617 ) (274,550 ) Net loss $ (8,198,499 ) $ (962,971 ) $ (6,560,608 ) $ (15,722,078 ) As of January 31, 2024 Enterprise Consumer Corporate Total Accounts receivable, net $ 5,091,724 $ 1,760 $ — $ 5,093,484 Inventory, net 9,093,270 1,545,667 — 10,638,937 Inventory deposits $ 970,542 $ 1,586,938 $ — $ 2,557,480 As of April 30, 2023 Enterprise Consumer Corporate Total Accounts receivable, net $ 719,862 $ 61,107 $ — $ 780,969 Inventory, net 8,920,573 3,065,954 — 11,986,527 Inventory deposits $ 359,500 $ 2,062,038 $ — $ 2,421,538 |
Note 22 _ Commitments and Conti
Note 22 – Commitments and Contingencies | 9 Months Ended |
Jan. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Note 22 – Commitments and Contingencies | Note 22 – Commitments and Contingencies Legal Proceedings In the ordinary course of business, we may be involved, at times, in various legal proceedings involving a variety of matters. We do not believe there are any pending legal proceedings that will have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties. We have not recorded any litigation reserves as of January 31, 2024. One pending legal matter is an action filed against Teal and the Company in a U.S. District Court in California. The complaint asserts claims for breach of contract, and the unlawful conversion and sale of shares of common stock that plaintiff alleges to have purchased in Teal prior to its acquisition by the Company. The complaint also alleges breach of fiduciary duty and seeks in excess of $1 million in damages. The Company is asserting vigorous defenses to the complaint. |
Note 23 _ Subsequent Events
Note 23 – Subsequent Events | 9 Months Ended |
Jan. 31, 2024 | |
Subsequent Events [Abstract] | |
Note 23 – Subsequent Events | Note 23 – Subsequent Events Sale of Consumer Segment On February 16, 2024 the Company closed the sale of Rotor Riot and Fat Shark to Unusual Machines. The sale was conducted pursuant to a Share Purchase Agreement dated November 21, 2022, as amended on April 13, 2023, July 10, 2023, and December 11, 2023 (the “SPA”). The transaction closed concurrently with UMAC’s initial public offering and listing on the NYSE American exchange (“IPO”) under the symbol “UMAC.” The total consideration received by the Company was valued at $20 million and consisted of i) $1 million in cash, ii) $2 million in a secured promissory note (“Promissory Note”), iii) $17 million in securities of Unusual Machines, and iv) a post-closing adjustment for excess working capital. Secured Promissory Note The Promissory Note from Unusual Machines bears interest at a rate of 8% per year, is due 18 months from the date of issue, and requires monthly payments of interest due in arrears on the 15th day of each month. In the event of a Qualified Financing (defined as one or more related debt or equity financings by UMAC resulting in net proceeds of at least $5 million, other than UMAC’s completed IPO), the Company may require payment of this Promissory Note in whole or in part upon written notice given within 10 days of the Qualified Financing. Unusual Machines Securities Working Capital The purchase price will be adjusted for working capital as of the closing date. The Company estimates that working capital as of closing will be approximately $3.0 million. |
Note 2 _ Summary of Significa_2
Note 2 – Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Accounting | Basis of Accounting |
Principles of Consolidation | Principles of Consolidation Our consolidated financial statements include the accounts of our wholly owned subsidiaries which include Teal, Skypersonic, Rotor Riot, and Fat Shark. Intercompany transactions and balances have been eliminated. The Consumer segment businesses are characterized as discontinued operations in these financial statements. The assets and liabilities of these entities have been presented separately in the Consolidated Balance Sheet as discontinued operations. Similarly, the operating results and cash flows of discontinued operations are separately stated in those respective financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates reflected in these financial statements include those used to (i) determine stock-based compensation, (ii) complete purchase price accounting for acquisitions, (iii) accounting for derivatives, (iv) reserves and allowances related to accounts receivable and inventory, and (v) the evaluation of long-term assets, including goodwill, for impairment. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Marketable Securities | Marketable Securities We have elected to present accrued interest income separately from marketable securities on our consolidated balance sheets. Accrued interest income was $0 and $151,671 as of January 31, 2024 and April 30, 2023, respectively, and was included in other current assets. We did not write off any accrued interest income during the nine months ended January 31, 2024 and 2023. |
Accounts Receivable, net | Accounts Receivable, net Accounts receivable are recorded at the invoiced amount less allowances for doubtful accounts. The Company's estimate of the allowance for doubtful accounts is based on a multitude of factors, including historical bad debt levels for its customer base, experience with a specific customer, the economic environment, and other factors. Accounts receivable balances are written off against the allowance when it is probable that the receivable will not be collected. |
Inventories | Inventories Inventories, which consist of raw materials, work-in-process, and finished goods, are stated at the lower of cost or net realizable value, and are measured using the first-in, first-out method. Cost components include direct materials, direct labor, indirect overhead, as well as in-bound freight. At each balance sheet date, the Company evaluates the net realizable value of its inventory using various reference measures including current product selling prices and recent customer demand, as well as evaluating for excess quantities and obsolescence. |
Goodwill and Long-lived Assets | Goodwill and Long-lived Assets ASC 350, Intangibles – Goodwill and Other, The estimate of fair value of a reporting unit is computed using either an income approach, a market approach, or a combination of both. Under the income approach, we utilize the discounted cash flow method to estimate the fair value of a reporting unit. Significant assumptions inherent in estimating the fair values include the estimated future cash flows, growth assumptions for future revenues (including gross margin, operating expenses, and capital expenditures), and a rate used to discount estimated future cash flow projections to their present value based on estimated weighted average cost of capital (i.e., the selected discount rate). Our assumptions are based on historical data, supplemented by current and anticipated market conditions, estimated growth rates, and management’s plans. Under the market approach, fair value is derived from metrics of publicly traded companies or historically completed transactions of comparable businesses. The selection of comparable businesses is based on the markets in which the reporting units operate and consider risk profiles, size, geography, and diversity of products and services. Goodwill for Rotor Riot relates to its strong social media presence including more than 200,000 YouTube subscribers. Goodwill for Fat Shark is attributable to its relationship with manufacturing sources in China and the potential to integrate its goggle technologies with the Teal drone. Goodwill for Teal is ascribed to its existing relationship with several U.S. government agencies including its classification as an approved vendor. The Company expects that the Goodwill recognized in each transaction will be deductible for tax purposes. The Company has reported net losses since its inception and is presently unable to determine when and if the tax benefit of this deduction will be realized. |
Property and equipment | Property and equipment Property and equipment is stated at cost less accumulated depreciation which is calculated using the straight-line method over the estimated useful life of the asset. The estimated useful lives of our property and equipment are generally: (i) furniture and fixtures - seven years, (ii) equipment and related - two to five years, and (iii) leasehold improvements - 15 years. |
Leases | Leases The Company determines if a contract is a lease or contains a lease at inception. Operating lease liabilities are measured, on each reporting date, based on the present value of the future minimum lease payments over the remaining lease term. The Company's leases do not provide an implicit rate. Therefore, the Company uses an effective discount rate of 12% based on its last debt financing. Operating lease assets are measured by adjusting the lease liability for lease incentives, initial direct costs incurred and asset impairments. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term with the operating lease asset reduced by the amount of the expense. Lease terms may include options to extend or terminate a lease when they are reasonably certain to occur. |
Fair Values, Inputs and Valuation Techniques for Financial Assets and Liabilities, and Related Disclosures | Fair Values, Inputs and Valuation Techniques for Financial Assets and Liabilities, and Related Disclosures The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The guidance establishes three levels of the fair value hierarchy as follows: Level 1 Level 2 Level 3 Disclosures for Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis The Company's financial instruments mainly consist of cash, receivables, current assets, accounts payable, accrued expenses and debt. The carrying amounts of these instruments approximates fair value due to their short-term nature. Convertible Securities and Derivatives When the Company issues convertible debt or equity instruments that contain embedded derivative instruments that are to be bifurcated and accounted for as liabilities, the total proceeds from the convertible host instruments are first allocated to the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the convertible instruments themselves, resulting in those instruments being recorded at a discount from their face value but no lower than zero. Any excess amount is recognized as a derivative expense. Derivative Liabilities The Company has issued financial instruments which include embedded features subject to derivative accounting. Specifically, there are warrants outstanding, issued in connection with a convertible debt financing, which include provisions under which the exercise price is equal to the lesser of (i) $1.50 or (ii) the exercise or conversion price of securities issued in a future, qualified offering. Embedded derivatives are valued separately from the host instrument and are recognized as liabilities on the Company's balance sheet. The warrants are valued using a multinomial lattice method that values the derivative liability based on a probability weighted discounted cash flow model. The liability is valued at each reporting date and the change in liability is reflected as a change in derivative liability in the statement of operations. |
Revenue Recognition | Revenue Recognition , specifically, the shipment of goods to customers as orders are fulfilled. The Company recognizes revenue upon shipment unless otherwise specified in the purchase order. The timing of the shipment of orders can vary considerably depending upon whether an order is for an item normally maintained in inventory or an order that requires assembly or unique parts. Customer deposits totaled $52,296 and $155,986 at January 31, 2024 and April 30, 2023, respectively. |
Research and Development | Research and Development |
Income Taxes | Income Taxes |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. |
Foreign Currency | Foreign Currency |
Comprehensive Loss | Comprehensive Loss |
Stock-Based Compensation | Stock-Based Compensation tock options are valued using the estimated grant-date fair value method of accounting in accordance with ASC Topic 718, Compensation – Stock Compensation. Fair value is determined based on the Black-Scholes Model using inputs reflecting our estimates of expected volatility, term and future dividends. We recognize forfeitures as they occur. The fair value of restricted stock is based on our stock price on the date of grant. Compensation cost is recognized on a straight-line basis over the service period which is the vesting term. |
Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per Share January 31, 2024 April 30, 2023 Series B Preferred Stock, as converted 3,896 822,230 Stock options 6,679,100 4,784,809 Warrants 1,539,999 1,539,999 Restricted stock 653,386 781,060 Total 8,876,381 7,928,098 |
Related Parties | Related Parties |
Segment Reporting | Segment Reporting Since January 2020, we have acquired four separate businesses operating in various aspects of the drone industry. |
Liquidity and Going Concern | Liquidity and Going Concern |
Note 2 _ Summary of Significa_3
Note 2 – Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Jan. 31, 2024 | |
Accounting Policies [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | January 31, 2024 April 30, 2023 Series B Preferred Stock, as converted 3,896 822,230 Stock options 6,679,100 4,784,809 Warrants 1,539,999 1,539,999 Restricted stock 653,386 781,060 Total 8,876,381 7,928,098 |
Note 3 _ Discontinued Operati_2
Note 3 – Discontinued Operations – Sale of Consumer Segment (Tables) | 9 Months Ended |
Jan. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | Three months ended January 31, Nine months ended January 31, 2024 2023 2024 2023 Revenues $ 1,100,943 $ 1,438,961 $ 4,027,094 $ 4,164,531 Cost of goods sold 1,745,771 1,239,420 4,285,087 3,579,679 Gross Margin (644,828 ) 199,541 (257,993 ) 584,852 Operating Expenses Operations 288,059 151,502 671,864 484,340 Research and development 36,379 80,270 113,682 251,034 Sales and marketing 286,918 192,625 978,435 555,916 General and administrative 43,024 116,837 96,612 276,321 Total operating expenses 654,380 541,234 1,860,593 1,567,611 Operating loss (1,299,208 ) (341,693 ) (2,118,586 ) (982,759 ) Other (income) expense Interest expense — — 22,856 — Other, net (3 ) (11,614 ) (153 ) (19,788 ) Other (income) expense (3 ) (11,614 ) 22,703 (19,788 ) Net loss from discontinued operations $ (1,299,205 ) $ (330,079 ) $ (2,141,289 ) $ (962,971 ) |
[custom:ScheduleOfDisposalGroupsIncludingDiscontinuedOperationsIncomeStatementBalanceSheetAndAdditionalDisclosuresAssetsAndLiabilitiesTextBlock] | January 31, 2024 April 30, 2023 Current assets Cash $ 126,771 $ 86,656 Accounts receivable, net 1,760 61,107 Inventory 1,545,667 3,065,954 Other 1,586,938 2,069,438 Total current assets 3,261,136 5,283,155 Intangible assets, net 20,000 20,000 Other 59,426 3,853 Operating lease right-of-use assets 376,751 84,544 Total long term assets 456,177 108,397 Current liabilities Accounts payable $ 156,421 $ 606,872 Accrued expenses 116,812 109,480 Debt obligations - short term 98,441 — Customer deposits 45,791 244,688 Operating lease liabilities 56,974 49,461 Total current liabilities 474,439 1,010,501 Long term liabilities - Operating lease liabilities 321,771 41,814 Working capital $ 2,786,697 $ 4,272,654 |
Note 5 _ Inventories (Tables)
Note 5 – Inventories (Tables) | 9 Months Ended |
Jan. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | January 31, 2024 April 30, 2023 Raw materials $ 7,235,844 $ 8,132,196 Work-in-process 1,666,976 509,381 Finished goods 190,450 278,996 Total $ 9,093,270 $ 8,920,573 |
Note 6 _ Other Current Assets (
Note 6 – Other Current Assets (Tables) | 9 Months Ended |
Jan. 31, 2024 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Other Current Assets [Table Text Block] | January 31, 2024 April 30, 2023 Prepaid expenses $ 1,152,751 $ 752,564 Prepaid inventory 970,542 359,500 Grant receivable 675,000 — Accrued interest income — 151,671 Total $ 2,798,293 $ 1,263,735 |
Note 8 _ Intangible Assets (Tab
Note 8 – Intangible Assets (Tables) | 9 Months Ended |
Jan. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | January 31, 2024 April 30, 2023 Gross Value Accumulated Amortization Net Value Gross Value Accumulated Amortization Net Value Proprietary technology $ 4,967,000 $ (1,468,897 ) $ 3,498,103 $ 4,967,000 $ (841,223 ) $ 4,125,777 Non-compete agreements 81,000 (75,584 ) 5,416 81,000 (56,667 ) 24,333 Customer relationships 39,000 (22,284 ) 16,716 39,000 (18,106 ) 20,894 Total finite-lived assets 5,087,000 (1,566,765 ) 3,520,235 5,087,000 (915,996 ) 4,171,004 Brand name 3,152,000 — 3,152,000 3,152,000 — 3,152,000 Total indefinite-lived assets 3,152,000 — 3,152,000 3,152,000 — 3,152,000 Total intangible assets, net $ 8,239,000 $ (1,566,765 ) $ 6,672,235 $ 8,239,000 $ (915,996 ) $ 7,323,004 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Fiscal Year Ended: 2024 $ 216,036 2025 842,471 202 815,271 2027 786,679 2028 644,833 Thereafter 214,945 Total $ 3,520,235 |
Schedule of Goodwill [Table Text Block] | Date Acquisition Goodwill January 2020 Rotor Riot $ 1,849,073 November 2020 Fat Shark 6,168,260 May 2021 Skypersonic 2,826,918 August 2021 Teal Drones 8,995,499 April 2023 - Impairment loss Skypersonic (2,826,918 ) Balance at April 30, 2023 and January 31, 2024 $ 17,012,832 |
Note 9 _ Property and Equipme_2
Note 9 – Property and Equipment (Tables) | 9 Months Ended |
Jan. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | January 31, 2024 April 30, 2023 Equipment and related $ 1,471,096 $ 1,386,373 Leasehold improvements 1,548,609 1,473,890 Furniture and fixtures 157,842 132,752 Accumulated depreciation (699,946 ) (342,657 ) Net carrying value $ 2,477,601 $ 2,650,358 |
Note 10 _ Other Long-Term Ass_2
Note 10 – Other Long-Term Assets (Tables) | 9 Months Ended |
Jan. 31, 2024 | |
Note 10 Other Long-term Assets | |
[custom:ScheduleOfOtherLongTermAssetsTableTextBlock] | January 31, 2024 April 30, 2023 SAFE agreement $ 250,000 $ 250,000 Security deposits 53,180 53,180 Total $ 303,180 $ 303,180 |
Note 11 _ Operating Leases (Tab
Note 11 – Operating Leases (Tables) | 9 Months Ended |
Jan. 31, 2024 | |
Leases [Abstract] | |
Schedule of Rent Expense [Table Text Block] | Location Monthly Rent Expiration South Salt Lake, Utah $ 22,667 December 2024 San Juan, Puerto Rico $ 5,647 June 2027 Grantsville, Utah $ 1,000 December 2026 Troy, Michigan $ 550 May 2022 |
Lessee, Operating Lease, Disclosure [Table Text Block] | Operating cash paid to settle lease liabilities $259,211 Weighted average remaining lease term (in years) 2.06 Weighted average discount rate 12% |
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block] | Fiscal Year Ended: 2024 90,951 2025 273,743 2026 92,619 2027 91,300 2028 6,627 Total $ 555,240 |
Note 12 _ Debt Obligations (Tab
Note 12 – Debt Obligations (Tables) | 9 Months Ended |
Jan. 31, 2024 | |
Debt Disclosure [Abstract] | |
[custom:ScheduleOfDebtPaymentsDueTableTextBlock] | Fiscal 2024 498,366 Fiscal 2025 401,569 Total $ 899,935 Short term – through January 31, 2025 $ 899,935 Long term – thereafter $ — |
Note 15 _ Common Stock (Tables)
Note 15 – Common Stock (Tables) | 9 Months Ended |
Jan. 31, 2024 | |
Equity [Abstract] | |
Schedule of Common Stock Outstanding Roll Forward [Table Text Block] | Description of Shares Shares Issued Shares outstanding as of April 30, 2022 53,748,735 Vesting of restricted stock to employees, net of shares withheld of 273,874 to pay taxes and 9,000 to repay a Note 653,308 Vesting of restricted stock to Board of Directors 116,507 Vesting of restricted stock to consultants 9,683 Shares issued for services 39,832 Shares outstanding as of April 30, 2023 54,568,065 Vesting of restricted stock to employees, net of shares withheld of 27,189 to pay taxes 145,623 Vesting of restricted stock to Board of Directors 181,088 Vesting of restricted stock to consultants 1,761 Conversion of preferred stock 818,334 Issuance of common stock through ATM facilities 53,235 Issuance of common stock through public offering 18,400,000 Exercise of stock options 3,000 Shares outstanding as of January 31, 2024 74,171,106 |
Note 17 _ Warrants (Tables)
Note 17 – Warrants (Tables) | 9 Months Ended |
Jan. 31, 2024 | |
Note 17 Warrants | |
[custom:ScheduleOfWarrantsIssuedAndFairValueTableTextBlock] | Upon Issuance Outstanding at January 31, 2024 Date of Transaction Number of Warrants Initial Fair Value Number of Warrants Fair Value October 2020 399,998 $ 267,999 266,666 $ 87,196 January 2021 675,000 $ 2,870,666 540,000 $ 198,189 |
[custom:ScheduleOfAttributesOfWarrantsOustandingTableTextBlock] | Weighted-average Remaining Contractual Term (in years) Aggregate Intrinsic Value April 30, 2022 3.89 $ 427,533 April 30, 2023 2.89 $ — January 31, 2024 2.13 $ — |
Note 18 _ Share Based Awards (T
Note 18 – Share Based Awards (Tables) | 9 Months Ended |
Jan. 31, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
[custom:ScheduleOfAssumptionsUsed1TableTextBlock] | 2024 2023 Exercise Price $ 0.95 – 1.12 $ 1.06 – 2.38 Stock price on date of grant 0.95 – 1.12 1.06 – 2.38 Risk-free interest rate 3.47 – 4.34 % 3.34 – 7.52 % Dividend yield — — Expected term (years) 6.00 – 8.25 8.25 Volatility 242.38 – 260.22 % 253.52 513.58% % |
Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award [Table Text Block] | Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding as of April 30, 2022 3,694,142 $ 2.17 8.56 1,407,545 Granted 1,503,500 1.40 Exercised — — Forfeited or expired (412,833 ) 2.67 Outstanding as of April 30, 2023 4,784,809 1.88 8.72 74,586 Granted 2,541,042 1.06 Exercised (3,000 ) 0.89 Forfeited or expired (643,751 ) 2.43 Outstanding as of January 31, 2024 6,679,100 1.53 7.86 — Exercisable as of January 31, 2024 3,575,496 $ 1.86 6.31 $ — |
Share-Based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block] | Shares Weighted Average Grant-Date Fair Value Per Share Unvested and outstanding as of April 30, 2022 1,083,675 $ 2.59 Granted 780,884 2.14 Vested (1,062,372 ) 2.42 Forfeited (21,127 ) 2.13 Unvested and outstanding as of April 30, 2023 781,060 2.44 Granted 298,643 1.06 Vested (355,661 ) 1.94 Forfeited (70,656 ) 1.25 Unvested and outstanding as of January 31, 2024 653,386 $ 2.14 |
Schedule of Deferred Compensation Arrangement with Individual, Share-Based Payments [Table Text Block] | Three months ended January 31, Nine months ended January 31, 2024 2023 2024 2023 Operations $ 114,425 $ 181,908 $ 544,046 $ 566,218 Research and development (106,314 ) 170,579 168,732 524,874 Sales and marketing 120,180 120,733 494,392 390,076 General and administrative 457,480 315,471 1,486,532 1,309,790 Total $ 585,771 $ 788,691 $ 2,693,702 $ 2,790,958 |
Note 19 _ Derivatives (Tables)
Note 19 – Derivatives (Tables) | 9 Months Ended |
Jan. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
[custom:ScheduleOfAssumptionsUsed2TableTextBlock] | January 31, 2024 April 30, 2023 Risk-free interest rate 4.73 5.54 2.83 4.51 Expected dividend yield — — Expected term (in years) 1.67 2.50 2.42 3.50 Expected volatility 74.41 107.90 138.49 235.23 |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | January 31, 2024 April 30, 2023 Balance, beginning of period $ 588,205 $ 1,607,497 Additions — — Eliminated upon conversion of notes/exercise of warrants — — Changes in fair value (302,821 ) (1,019,292 ) Balance, end of period $ 285,384 $ 588,205 Changes in fair value primarily relate to changes in the Company’s stock price during the period, with increases in the stock price increasing the liability and decreases in the stock price reducing the liability. |
Note 21 - Segment Reporting (Ta
Note 21 - Segment Reporting (Tables) | 9 Months Ended |
Jan. 31, 2024 | |
Note 21 - Segment Reporting | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | For the nine months ended January 31, 2024 Enterprise Consumer Corporate Total Revenues $ 11,526,930 $ 4,027,094 $ — $ 15,554,024 Cost of goods sold 9,050,032 4,285,087 — 13,335,119 Gross margin 2,476,898 (257,993 ) — 2,218,905 Operating expenses 10,304,246 1,860,593 6,192,676 18,357,515 Operating loss (7,827,348 ) (2,118,586 ) (6,192,676 ) (16,138,610 ) Other expenses, net (277,333 ) 22,703 1,096,234 841,604 Net loss $ (7,550,015 ) $ (2,141,289 ) (7,288,910 ) $ (16,980,214 ) For the nine months ended January 31, 2023 Enterprise Consumer Corporate Total Revenues $ 3,541,846 $ 4,164,531 $ — $ 7,706,377 Cost of goods sold 3,432,804 3,579,679 — 7,012,483 Gross margin 109,042 584,852 — 693,894 Operating expenses 8,041,686 1,567,611 7,081,225 16,690,522 Operating loss (7,932,644 ) (982,759 ) (7,081,225 ) (15,996,628 ) Other expenses, net 265,855 (19,788 ) (520,617 ) (274,550 ) Net loss $ (8,198,499 ) $ (962,971 ) $ (6,560,608 ) $ (15,722,078 ) As of January 31, 2024 Enterprise Consumer Corporate Total Accounts receivable, net $ 5,091,724 $ 1,760 $ — $ 5,093,484 Inventory, net 9,093,270 1,545,667 — 10,638,937 Inventory deposits $ 970,542 $ 1,586,938 $ — $ 2,557,480 As of April 30, 2023 Enterprise Consumer Corporate Total Accounts receivable, net $ 719,862 $ 61,107 $ — $ 780,969 Inventory, net 8,920,573 3,065,954 — 11,986,527 Inventory deposits $ 359,500 $ 2,062,038 $ — $ 2,421,538 |
Antidilutive securities exclude
Antidilutive securities excluded from computation of diluted net loss per share (Details) - shares | 9 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Apr. 30, 2023 | |
Accounting Policies [Abstract] | ||
Series B Preferred Stock, as converted | 3,896 | 822,230 |
Stock options | 6,679,100 | 4,784,809 |
Warrants | 1,539,999 | 1,539,999 |
Restricted stock | 653,386 | 781,060 |
Total | 8,876,381 | 7,928,098 |
Discontinued Operations - resul
Discontinued Operations - results of operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | ||||
Revenues | $ 1,100,943 | $ 1,438,961 | $ 4,027,094 | $ 4,164,531 |
Cost of goods sold | 1,745,771 | 1,239,420 | 4,285,087 | 3,579,679 |
Gross Margin | (644,828) | 199,541 | (257,993) | 584,852 |
Operating Expenses | ||||
Operations | 288,059 | 151,502 | 671,864 | 484,340 |
Research and development | 36,379 | 80,270 | 113,682 | 251,034 |
Sales and marketing | 286,918 | 192,625 | 978,435 | 555,916 |
General and administrative | 43,024 | 116,837 | 96,612 | 276,321 |
Total operating expenses | 654,380 | 541,234 | 1,860,593 | 1,567,611 |
Operating loss | (1,299,208) | (341,693) | (2,118,586) | (982,759) |
Other (income) expense | ||||
Interest expense | 22,856 | |||
Other, net | (3) | (11,614) | (153) | (19,788) |
Net loss from discontinued operations | $ (1,299,205) | $ (330,079) | $ (2,141,289) | $ (962,971) |
Assets and liabilities for the
Assets and liabilities for the Consumer Segment (Details) - USD ($) | Jan. 31, 2024 | Apr. 30, 2023 | Jan. 31, 2023 |
Current assets | |||
Cash | $ 126,771 | $ 86,656 | $ 84,058 |
Accounts receivable, net | 1,760 | 61,107 | |
Inventory | 1,545,667 | 3,065,954 | |
Other | 1,586,938 | 2,069,438 | |
Total current assets | 3,261,136 | 5,283,155 | |
Intangible assets, net | 20,000 | 20,000 | |
Other | 59,426 | 3,853 | |
Operating lease right-of-use assets | 376,751 | 84,544 | |
Total long term assets | 456,177 | 108,397 | |
Current liabilities | |||
Accounts payable | 156,421 | 606,872 | |
Accrued expenses | 116,812 | 109,480 | |
Debt obligations - short term | 98,441 | ||
Customer deposits | 45,791 | 244,688 | |
Operating lease liabilities | 56,974 | 49,461 | |
Total current liabilities | 474,439 | 1,010,501 | |
Long term liabilities - Operating lease liabilities | 321,771 | 41,814 | |
Working capital | $ 2,786,697 | $ 4,272,654 |
Note 4 _ Marketable Securities
Note 4 – Marketable Securities (Details Narrative) | Jan. 31, 2024 USD ($) |
Investments, Debt and Equity Securities [Abstract] | |
[custom:CorporateBondsAtCarryingValueFairValue-0] | $ 12,814,038 |
[custom:CorporateBondsAtCarryingValueCostBasis-0] | 13,678,203 |
[custom:CorporateBondsAtCarryingValueUnrealizedLosses-0] | $ 864,165 |
Inventories (Details)
Inventories (Details) - USD ($) | Jan. 31, 2024 | Apr. 30, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 7,235,844 | $ 8,132,196 |
Work-in-process | 1,666,976 | 509,381 |
Finished goods | 190,450 | 278,996 |
Total | $ 9,093,270 | $ 8,920,573 |
Other current assets (Details)
Other current assets (Details) - USD ($) | Jan. 31, 2024 | Apr. 30, 2023 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid expenses | $ 1,152,751 | $ 752,564 |
Prepaid inventory | 970,542 | 359,500 |
Grant receivable | 675,000 | |
Accrued interest income | 151,671 | |
Total | $ 2,798,293 | $ 1,263,735 |
Note 7 _ Due From Related Par_2
Note 7 – Due From Related Party (Details Narrative) - USD ($) | 2 Months Ended | 4 Months Ended |
Apr. 30, 2022 | Apr. 30, 2022 | |
Note 7 Due From Related Party | ||
[custom:CashCompensationSubjectToTaxation] | $ 155,624 | |
[custom:IncomeAssociatedWithStockCompensationSubjectToTaxation] | $ 1,413,332 | |
[custom:NoteReceivableWithEmployeeRepresentingEstimatedTaxesOwedRelatedToStockCompensation] | $ 510,323 | |
[custom:CommonStockWithheldByCompanyAppliedAgainstNoteShares] | 104,166 | |
[custom:CommonStockWithheldByCompanyAppliedAgainstNoteAmount] | $ 280,832 | |
[custom:SharesHeldAtTransferAgentUntilNoteReceivableRepayment] | 110,983 | |
[custom:RestrictedStockScheduledToVestShares] | 20,833 | |
[custom:RestrictedStockScheduledToVestSharesWithheldToBeAppliedAgainstNoteReceivable] | 3,000 | |
[custom:PaymentsForTaxLiability] | $ 712,646 | |
[custom:EstimatedTaxesOwedRelatedToStockCompensation] | 31,604 | |
Income Tax Examination, Penalties and Interest Expense | $ 170,719 |
Intangible assets (Details)
Intangible assets (Details) - USD ($) | Jan. 31, 2024 | Apr. 30, 2023 |
Intangible Assets Gross Carrying Amount [Member] | ||
Proprietary technology | $ 4,967,000 | $ 4,967,000 |
Non-compete agreements | 81,000 | 81,000 |
Customer relationships | 39,000 | 39,000 |
Total finite-lived assets | 5,087,000 | 5,087,000 |
Brand name | 3,152,000 | 3,152,000 |
Total indefinite-lived assets | 3,152,000 | 3,152,000 |
Total intangible assets, net | 8,239,000 | 8,239,000 |
Intangible Assets Accumulated Amortization [Member] | ||
Proprietary technology | (1,468,897) | (841,223) |
Non-compete agreements | (75,584) | (56,667) |
Customer relationships | (22,284) | (18,106) |
Total finite-lived assets | (1,566,765) | (915,996) |
Brand name | ||
Total indefinite-lived assets | ||
Total intangible assets, net | (1,566,765) | (915,996) |
Intangible Assets Net Carrying Value [Member] | ||
Proprietary technology | 3,498,103 | 4,125,777 |
Non-compete agreements | 5,416 | 24,333 |
Customer relationships | 16,716 | 20,894 |
Total finite-lived assets | 3,520,235 | 4,171,004 |
Brand name | 3,152,000 | 3,152,000 |
Total indefinite-lived assets | 3,152,000 | 3,152,000 |
Total intangible assets, net | $ 6,672,235 | $ 7,323,004 |
Expected amortization expense f
Expected amortization expense for the unamortized finite-lived intangible assets (Details) | Jan. 31, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
$ 216,036 | |
842,471 | |
815,271 | |
786,679 | |
644,833 | |
214,945 | |
$ 3,520,235 |
Composition of, and changes in
Composition of, and changes in goodwill (Details) - USD ($) | 9 Months Ended | 18 Months Ended | 28 Months Ended | |||
Jan. 31, 2024 | Jan. 31, 2023 | Apr. 30, 2022 | Apr. 30, 2022 | Apr. 30, 2022 | Apr. 30, 2023 | |
Indefinite-Lived Intangible Assets [Line Items] | ||||||
$ 17,012,832 | $ 17,012,832 | |||||
Goodwill [Member] | ||||||
Indefinite-Lived Intangible Assets [Line Items] | ||||||
$ 2,826,918 | $ 8,995,499 | $ 6,168,260 | $ 1,849,073 | |||
(2,826,918) | ||||||
$ 17,012,832 |
Property and equipment (Details
Property and equipment (Details) - USD ($) | Jan. 31, 2024 | Apr. 30, 2023 |
Property, Plant and Equipment [Abstract] | ||
Equipment and related | $ 1,471,096 | $ 1,386,373 |
Leasehold improvements | 1,548,609 | 1,473,890 |
Furniture and fixtures | 157,842 | 132,752 |
Accumulated depreciation | (699,946) | (342,657) |
Net carrying value | $ 2,477,601 | $ 2,650,358 |
Note 9 _ Property and Equipme_3
Note 9 – Property and Equipment (Details Narrative) - USD ($) | 9 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 357,289 | $ 169,748 |
Other long term assets (Details
Other long term assets (Details) - USD ($) | Jan. 31, 2024 | Apr. 30, 2023 |
Note 10 Other Long-term Assets | ||
SAFE agreement | $ 250,000 | $ 250,000 |
Security deposits | 53,180 | 53,180 |
Total | $ 303,180 | $ 303,180 |
Note 10 _ Other Long-Term Ass_3
Note 10 – Other Long-Term Assets (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended |
Nov. 30, 2022 | Apr. 30, 2023 | |
Note 10 Other Long-term Assets | ||
[custom:PaymentForSAFEAgreement] | $ 250,000 | $ 250,000 |
Operating leases (Details)
Operating leases (Details) | 9 Months Ended |
Jan. 31, 2024 USD ($) | |
Operating Lease, Expense | $ 260,300 |
Operating Lease Location 1 [Member] | |
Operating Lease, Expense | 22,667 |
Operating Lease Location 2 [Member] | |
Operating Lease, Expense | 5,647 |
Operating Lease Location 3 [Member] | |
Operating Lease, Expense | 1,000 |
Operating Lease Location 4 [Member] | |
Operating Lease, Expense | $ 550 |
Supplemental information relate
Supplemental information related to operating leases (Details) | 9 Months Ended |
Jan. 31, 2024 USD ($) | |
Leases [Abstract] | |
Operating cash paid to settle lease liabilities | $ 259,211 |
Operating Lease, Weighted Average Remaining Lease Term | 2 years 21 days |
Weighted average discount rate | 12% |
Future lease payment obligation
Future lease payment obligations (Details) | Jan. 31, 2024 USD ($) |
Leases [Abstract] | |
$ 90,951 | |
273,743 | |
92,619 | |
91,300 | |
6,627 | |
$ 555,240 |
Note 11 _ Operating Leases (Det
Note 11 – Operating Leases (Details Narrative) | 9 Months Ended |
Jan. 31, 2024 USD ($) | |
Leases [Abstract] | |
Operating Lease, Expense | $ 260,300 |
Short-Term Lease, Cost | $ 3,300 |
Outstanding principal payments
Outstanding principal payments (Details) | Jan. 31, 2024 USD ($) |
Debt Disclosure [Abstract] | |
Fiscal 2025 | $ 401,569 |
Total | 899,935 |
Short term – through January 31, 2025 | 899,935 |
Long term – thereafter |
Note 12 _ Debt Obligations (Det
Note 12 – Debt Obligations (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 8 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | 15 Months Ended | ||
Sep. 30, 2021 | Apr. 30, 2022 | Apr. 30, 2022 | Apr. 30, 2022 | Jan. 31, 2024 | Apr. 30, 2022 | Apr. 30, 2023 | Jan. 31, 2023 | Apr. 30, 2022 | Aug. 31, 2021 | |
Short-Term Debt [Line Items] | ||||||||||
Long-Term Debt, Gross | $ 506,852 | $ 895,709 | ||||||||
Accrued Liabilities, Current | $ 936,625 | 409,439 | ||||||||
Debt Obligation 1 [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 1,670,294 | |||||||||
Debt Instrument, Interest Rate During Period | 10% | |||||||||
Debt Instrument, Periodic Payment | $ 49,275 | |||||||||
Debt Obligation 2 [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt Instrument, Interest Rate During Period | 0.13% | |||||||||
[custom:ConvertibleNoteAgreementAmount] | $ 350,000 | |||||||||
Accrued Liabilities, Current | 1,222 | |||||||||
Debt Obligation 3 [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | 387,500 | |||||||||
Debt Instrument, Periodic Payment | $ 37,500 | |||||||||
Debt Obligation 4 [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
[custom:SBAPPPLoanAmountsReceived] | $ 300,910 | |||||||||
[custom:SBAPPPLoanPrincipalBalanceForgiven] | $ 300,910 | |||||||||
[custom:SBAPPPLoanAccruedInterestForgiven] | $ 3,001 | |||||||||
Debt Obligation 6 [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt Instrument, Interest Rate During Period | 8.25% | |||||||||
Debt Instrument, Periodic Payment | $ 3,595 | |||||||||
Long-Term Debt, Gross | 37,576 | 66,586 | ||||||||
[custom:LeaseholdImprovementAgreementFundsReceived] | 120,000 | |||||||||
Debt Obligation 7 [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt Instrument, Face Amount | $ 38,758 | |||||||||
Debt Obligation 8 [Member] | ||||||||||
Short-Term Debt [Line Items] | ||||||||||
Debt Instrument, Periodic Payment | $ 656 | |||||||||
Long-Term Debt, Gross | $ 5,507 | $ 11,412 | ||||||||
[custom:FinancingAgreementFundingOfPurchaseOfFixedAsset] | $ 24,383 |
Note 13 _ Due to Related Party
Note 13 – Due to Related Party (Details Narrative) - Due To Related Party 2 [Member] - USD ($) | 1 Months Ended | 28 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2022 | Jan. 31, 2024 | |
Short-Term Debt [Line Items] | |||
[custom:LineOfCreditObligationAssumedInConnectionWithAcquisition] | $ 47,853 | ||
[custom:DebtInstrumentInterestRateDuringPeriod1] | 6.67% | ||
[custom:DueToOtherRelatedPartyClassifiedCurrent-0] | $ 37,196 | ||
[custom:DebtInstrumentOutstandingAccruedInterestPayment] | $ 292 |
Note 14 _ Income Taxes (Details
Note 14 – Income Taxes (Details Narrative) - USD ($) | Jan. 31, 2024 | Apr. 30, 2023 |
Income Tax Disclosure [Abstract] | ||
Retained Earnings (Accumulated Deficit) | $ (71,567,007) | $ (54,586,793) |
Deferred Tax Assets, Operating Loss Carryforwards | $ 13,246,000 | $ 10,101,000 |
Summary of shares of common sto
Summary of shares of common stock issued (Details) - Common Stock [Member] - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jan. 31, 2024 | Oct. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | Apr. 30, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||||
Shares, Outstanding, Beginning Balance | 55,649,896 | 55,541,875 | 54,568,065 | 53,748,735 | 53,748,735 |
Vesting of restricted stock to employees, net of shares withheld of 27,189 to pay taxes | 145,623 | 653,308 | |||
Vesting of restricted stock to Board of Directors | 181,088 | 116,507 | |||
Vesting of restricted stock to consultants | 1,761 | 9,683 | |||
Shares issued for services | 39,832 | ||||
Shares, Outstanding, Ending Balance | 74,171,106 | 55,649,896 | 74,171,106 | 54,385,461 | 54,568,065 |
Conversion of preferred stock | $ 818,334 | ||||
Issuance of common stock through ATM facilities | 53,235 | 53,235 | |||
Issuance of common stock through public offering | 18,400,000 | 18,400,000 | |||
Exercise of stock options | 3,000 | 3,000 |
Note 15 _ Common Stock (Details
Note 15 – Common Stock (Details Narrative) | 9 Months Ended |
Jan. 31, 2024 USD ($) shares | |
Equity [Abstract] | |
[custom:AggregateCommonStockSoldUnder2023ATMFacilityShares] | shares | 53,235 |
[custom:AggregateCommonStockSoldUnder2023ATMFacilityProceeds] | $ 57,000 |
[custom:AggregateCommonStockSoldUnder2023ATMFacilityProceedsNet] | 55,700 |
[custom:LegalFeesATMFacilityEstablishment] | 46,000 |
[custom:CommonStockAvailableForSaleUnder2023ATMFacilityValue] | $ 4,318,000 |
Note 16 _ Preferred Stock (Deta
Note 16 – Preferred Stock (Details Narrative) - shares | 9 Months Ended | |
Jan. 31, 2024 | Apr. 30, 2023 | |
Series B Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Shares Outstanding | 4,676 | 986,676 |
Series A Preferred Stock 2 [Member] | ||
Class of Stock [Line Items] | ||
[custom:StockIssuedDuringPeriodSharesCommonStockIssuableUponConversionOfPreferredStock] | 3,896 |
Summary of warrants issued and
Summary of warrants issued and fair values (Details) - USD ($) | 1 Months Ended | ||
Jan. 31, 2021 | Oct. 31, 2020 | Jan. 31, 2024 | |
Note 17 Warrants | |||
[custom:NumberOfWarrantsUponIssuance] | 675,000 | 399,998 | |
[custom:InitialFairValueOfWarrantsUponIssuance] | $ 2,870,666 | $ 267,999 | |
[custom:NumberOfWarrantsOutstanding-0] | 266,666 | ||
[custom:FairValueOfWarrantsOutstanding-0] | $ 87,196 | ||
[custom:NumberOfWarrantsOutstanding2-0] | 540,000 | ||
[custom:FairValueOfWarrantsOutstanding2-0] | $ 198,189 |
Key attributes of warrants outs
Key attributes of warrants outstanding (Details) - Warrant Outstanding [Member] - USD ($) | Jan. 31, 2024 | Apr. 30, 2023 | Apr. 30, 2022 |
Class of Warrant or Right [Line Items] | |||
[custom:WarrantAggregateIntrinsicValue-0] | $ 427,533 | ||
Warrants and Rights Outstanding, Term | 2 years 1 month 17 days | 2 years 10 months 20 days | 3 years 10 months 20 days |
Note 17 _ Warrants (Details Nar
Note 17 – Warrants (Details Narrative) - $ / shares | 1 Months Ended | ||
Apr. 30, 2022 | May 31, 2021 | Apr. 30, 2021 | |
Note 17 Warrants | |||
[custom:WarrantsIssuedExercisePrice] | $ 5.625 | $ 5 | $ 1.50 |
[custom:WarrantsToPurchaseSharesIssued] | 533,333 | 200,000 |
Assumptions used to calculate f
Assumptions used to calculate fair value of options granted (Details) - Options Assumptions Used [Member] - $ / shares | 9 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price | $ 0.95 | $ 1.06 |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExercisePrice1-0] | 1.12 | 2.38 |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsStockPriceOnGrantDate-0] | 0.95 | 1.06 |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsStockPriceOnGrantDate1-0] | $ 1.12 | $ 2.38 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 3.47% | 3.34% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 4.34% | 7.52% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 6 years | |
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm2] | 8 years 3 months | 8 years 3 months |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 242.38% | 253.52% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 260.22% | 513.58% |
Summary of activity under the P
Summary of activity under the Plan (Details) - Options 1 [Member] - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Apr. 30, 2021 | Apr. 30, 2023 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 6,679,100 | 3,694,142 | 4,784,809 | |
Share-Based Payment Arrangement, Option, Exercise Price Range, Outstanding, Weighted Average Exercise Price | $ 1.53 | $ 2.17 | $ 1.88 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 7 years 10 months 9 days | 8 years 8 months 19 days | 8 years 6 months 21 days | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Aggregate Intrinsic Value | $ 1,407,545 | $ 74,586 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 2,541,042 | 1,503,500 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.06 | $ 1.40 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | (3,000) | |||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0.89 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested Options Forfeited, Number of Shares | (643,751) | (412,833) | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures and Expirations in Period, Weighted Average Exercise Price | $ 2.43 | $ 2.67 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number | 3,575,496 | |||
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price | $ 1.86 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 6 years 3 months 21 days | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value |
Summary of restricted stock act
Summary of restricted stock activity under the Plan (Details) - Restricted Stock [Member] - $ / shares | 9 Months Ended | |||
Jan. 31, 2024 | Jan. 31, 2023 | Apr. 30, 2023 | Apr. 30, 2020 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockUnvestedAndOutstandingNumber-0] | 653,386 | 781,060 | 1,083,675 | |
[custom:SharebasedCompensationSharesRestrictedStockUnvestedAndOutstandingWeightedAverageExercisePrice-0] | $ 2.14 | $ 2.44 | $ 2.59 | |
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockGrantsInPeriodGross] | 298,643 | 780,884 | ||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockGrantsInPeriodWeightedAverageGrantDateFairValue] | $ 1.06 | $ 2.14 | ||
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStockNumberVestedInPeriod] | (355,661) | (1,062,372) | ||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockNumberVestedInPeriodWeightedAverageGrantDateFairValue] | $ 1.94 | $ 2.42 | ||
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStockNonvestedOptionsForfeitedNumberOfShares] | 70,656 | (21,127) | ||
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardRestrictedStockForfeituresAndExpirationsInPeriodWeightedAverageExercisePrice] | $ 1.25 | $ 2.13 | ||
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardRestrictedStockNonvestedOptionsForfeitedNumberOfShares] | (70,656) | 21,127 |
Stock compensation expense by f
Stock compensation expense by functional category (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jan. 31, 2024 | Jan. 31, 2023 | Jan. 31, 2024 | Jan. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||||
Operations | $ 114,425 | $ 181,908 | $ 544,046 | $ 566,218 |
Research and development | (106,314) | 170,579 | 168,732 | 524,874 |
Sales and marketing | 120,180 | 120,733 | 494,392 | 390,076 |
General and administrative | 457,480 | 315,471 | 1,486,532 | 1,309,790 |
Total | $ 585,771 | $ 788,691 | $ 2,693,702 | $ 2,790,958 |
Note 18 _ Share Based Awards (D
Note 18 – Share Based Awards (Details Narrative) - USD ($) | 9 Months Ended | |
Jan. 31, 2024 | Jan. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
[custom:NumberOfSharesIssuableInConnectionWithAwardsUnderPlanMaximum] | 11,750,000 | |
[custom:UnrecognizedStockBasedCompensationExpenseRelatedToUnvestedStockOptions] | $ 1,767,088 | $ 3,052,603 |
[custom:StockCompensationExpensePertainingToOptions] | 1,955,547 | 1,308,768 |
[custom:StockCompensationExpensePertainingToRestrictedStockUnits] | $ 738,155 | $ 1,482,190 |
Assumptions used to determine f
Assumptions used to determine fair value of derivative warrant liability upon settlement of derivative liability (Details) - Derivatives Assumptions Used [Member] | 9 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Apr. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 4.73% | 2.83% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 5.54% | 4.51% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 1 year 8 months 1 day | 2 years 5 months 1 day |
[custom:SharebasedCompensationArrangementBySharebasedPaymentAwardFairValueAssumptionsExpectedTerm2] | 2 years 6 months | 3 years 6 months |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 74.41% | 138.49% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 107.90% | 235.23% |
Changes in the derivative liabi
Changes in the derivative liability (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Jan. 31, 2024 | Apr. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Balance, beginning of period | $ 588,205 | $ 1,607,497 |
Additions | ||
Eliminated upon conversion of notes/exercise of warrants | ||
Changes in fair value | (302,821) | (1,019,292) |
Balance, end of period | $ 285,384 | $ 588,205 |
Note 20 - Related-Party Trans_2
Note 20 - Related-Party Transactions (Details Narrative) | 1 Months Ended |
Jan. 31, 2023 USD ($) | |
Related Party Transactions [Abstract] | |
[custom:NoteAgreementWithRelatedPartyPrincipalAmount] | $ 510,323 |
Information by reportable segme
Information by reportable segment and specific asset categories reviewed by CODM in evaluation of operating segments (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||||
Jan. 31, 2024 | Oct. 31, 2023 | Jul. 31, 2023 | Jan. 31, 2023 | Oct. 31, 2022 | Jul. 31, 2022 | Jan. 31, 2024 | Jan. 31, 2023 | Apr. 30, 2023 | |
Revenues | $ 5,847,933 | $ 1,667,683 | $ 11,526,930 | $ 3,541,846 | |||||
Gross margin | 1,101,651 | (96,929) | 2,476,898 | 109,042 | |||||
Operating expenses | 5,548,999 | 5,087,176 | 16,496,922 | 15,122,911 | |||||
Operating loss | (4,447,348) | (5,184,105) | (14,020,024) | (15,013,869) | |||||
Other expenses, net | 258,015 | (151,818) | (818,901) | 254,762 | |||||
Net loss | (5,488,538) | $ (5,681,328) | $ (5,810,348) | $ (5,666,002) | $ (6,244,477) | $ (3,811,599) | (16,980,214) | (15,722,078) | |
Inventory, net | 9,093,270 | 9,093,270 | $ 8,920,573 | ||||||
Other Segments [Member] | |||||||||
Revenues | 11,526,930 | 3,541,846 | |||||||
Cost of goods sold | 9,050,032 | 3,432,804 | |||||||
Gross margin | 2,476,898 | 109,042 | |||||||
Operating expenses | 10,304,246 | 8,041,686 | |||||||
Operating loss | (7,827,348) | (7,932,644) | |||||||
Other expenses, net | (277,333) | 265,855 | |||||||
Net loss | (7,550,015) | (8,198,499) | |||||||
Accounts receivable, net | 5,091,724 | 5,091,724 | 719,862 | ||||||
Inventory, net | 9,093,270 | 9,093,270 | 8,920,573 | ||||||
Inventory deposits | 970,542 | 970,542 | 359,500 | ||||||
Consumer [Member] | |||||||||
Revenues | 4,027,094 | 4,164,531 | |||||||
Cost of goods sold | 4,285,087 | 3,579,679 | |||||||
Gross margin | (257,993) | 584,852 | |||||||
Operating expenses | 1,860,593 | 1,567,611 | |||||||
Operating loss | (2,118,586) | (982,759) | |||||||
Other expenses, net | 22,703 | (19,788) | |||||||
Net loss | (2,141,289) | (962,971) | |||||||
Accounts receivable, net | 1,760 | 1,760 | 61,107 | ||||||
Inventory, net | 1,545,667 | 1,545,667 | 3,065,954 | ||||||
Inventory deposits | 1,586,938 | 1,586,938 | 2,062,038 | ||||||
Corporate Segment [Member] | |||||||||
Revenues | |||||||||
Cost of goods sold | |||||||||
Gross margin | |||||||||
Operating expenses | 6,192,676 | 7,081,225 | |||||||
Operating loss | (6,192,676) | (7,081,225) | |||||||
Other expenses, net | 1,096,234 | (520,617) | |||||||
Net loss | (7,288,910) | (6,560,608) | |||||||
Accounts receivable, net | |||||||||
Inventory, net | |||||||||
Inventory deposits | |||||||||
Corporate and Other [Member] | |||||||||
Revenues | 15,554,024 | 7,706,377 | |||||||
Cost of goods sold | 13,335,119 | 7,012,483 | |||||||
Gross margin | 2,218,905 | 693,894 | |||||||
Operating expenses | 18,357,515 | 16,690,522 | |||||||
Operating loss | (16,138,610) | (15,996,628) | |||||||
Other expenses, net | 841,604 | (274,550) | |||||||
Net loss | (16,980,214) | $ (15,722,078) | |||||||
Accounts receivable, net | 5,093,484 | 5,093,484 | 780,969 | ||||||
Inventory, net | 10,638,937 | 10,638,937 | 11,986,527 | ||||||
Inventory deposits | $ 2,557,480 | $ 2,557,480 | $ 2,421,538 |