Cover
Cover - shares | 6 Months Ended | |
Apr. 30, 2024 | May 30, 2024 | |
Entity Addresses [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Apr. 30, 2024 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2024 | |
Current Fiscal Year End Date | --10-31 | |
Entity File Number | 001-41766 | |
Entity Registrant Name | VITRO BIOPHARMA, INC. | |
Entity Central Index Key | 0000793171 | |
Entity Tax Identification Number | 84-1012042 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 3200 Cherry Creek Drive South | |
Entity Address, Address Line Two | Suite 410 | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80209 | |
City Area Code | (855) | |
Local Phone Number | 848-7627 | |
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 | 4,460,535 | |
Former Address [Member] | ||
Entity Addresses [Line Items] | ||
Entity Address, Address Line One | 3200 Cherry Creek Drive South | |
Entity Address, Address Line Two | Suite 410 | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Apr. 30, 2024 | Oct. 31, 2023 |
ASSETS | ||
Cash | $ 1,664,016 | $ 101,754 |
Accounts Receivable, Net | 157,105 | 119,671 |
Inventory | 181,694 | 170,752 |
Prepaid Expense | 119,401 | 130,851 |
Deferred Offering Costs | 2,656,326 | |
Total Current Assets | 2,122,216 | 3,179,354 |
Goodwill | 3,608,949 | 3,608,949 |
Intangible Assets, Net | 633,917 | 667,813 |
Property and Equipment, Net | 228,629 | 320,414 |
Patents, Net | 82,811 | 82,325 |
Right of Use Asset – Operating Lease | 409,900 | 476,241 |
Other Assets | 8,438 | 8,438 |
Total Assets | 7,094,860 | 8,343,534 |
LIABILITIES | ||
Accounts Payable | 2,179,823 | 2,288,697 |
Deferred Revenue, Net | 525,387 | 525,387 |
Accrued Liabilities | 1,551,175 | 1,310,240 |
2021 Series Convertible Note Payable – Related Party | 480,000 | 480,000 |
Accrued Interest Payable – Related Party | 65,951 | 53,804 |
2024 Series Senior Secured Convertible Notes Payable – Stock Settled, Net | 2,431,068 | |
Derivative/Warrant Liability | 2,861,775 | |
Note Subscription Payable | 150,000 | |
Current Maturities of Capital Lease Obligations | 35,269 | 61,832 |
Current Maturities of Operating Lease Obligations | 124,771 | 130,150 |
Total Current Liabilities | 10,405,219 | 4,850,110 |
Capital Lease Obligations, Net of Current Portion | 10,322 | 17,123 |
Operating Lease Obligation, Net of Current Portion | 285,129 | 346,091 |
Unsecured 6% Note Payable – Related Party | 767,288 | 767,288 |
Unsecured 4% Note Payable – Related Party | 1,221,958 | 1,221,958 |
2022 Series Convertible Notes Payable | 200,000 | 200,000 |
2023 Series Convertible Notes Payable - Stock Settled, Net | 346,683 | 340,715 |
2023 Series B Convertible Notes Payable – Stock Settled, Net | 459,565 | 421,018 |
Derivative/Warrant Liability | 457,152 | 893,263 |
Long Term Accrued Interest Payable | 165,813 | 92,311 |
Long Term Accrued Interest Payable – Related Party | 332,075 | 284,747 |
Total Long-Term Liabilities | 4,245,985 | 4,584,514 |
Total Liabilities | 14,651,204 | 9,434,624 |
STOCKHOLDERS’ (DEFICIT) | ||
Preferred Stock, 5,000,000 Shares Authorized, par value $0.001; Series A Convertible Preferred Stock, 250,000 Shares Authorized, 0 and 0 Outstanding, respectively | ||
Common stock, 19,230,770 Shares Authorized, par value $0.001, 4,460,535 and 4,430,535 Outstanding, respectively | 4,460 | 4,430 |
Additional Paid in Capital | 28,287,434 | 27,064,613 |
Less Treasury Stock | (84,000) | (84,000) |
Accumulated Deficit | (35,764,238) | (28,076,133) |
Total Stockholders’ (Deficit) | (7,556,344) | (1,091,090) |
Total Liabilities and Stockholders’ (Deficit) | $ 7,094,860 | $ 8,343,534 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Apr. 30, 2024 | Oct. 31, 2023 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 19,230,770 | 19,230,770 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares outstanding | 4,460,535 | 4,430,535 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 250,000 | 250,000 |
Preferred stock, shares outstanding | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Total Revenue | $ 572,937 | $ 307,843 | $ 997,147 | $ 651,874 |
Less Cost of Goods Sold | (94,170) | (62,634) | (179,364) | (129,145) |
Gross Profit | 478,767 | 245,209 | 817,783 | 522,729 |
Operating Costs and Expenses: | ||||
Selling, General and Administrative | 1,284,824 | 1,537,181 | 3,685,447 | 2,958,351 |
Research and Development | 139,689 | 66,447 | 295,924 | 73,280 |
Write-off of Offering Costs | 2,656,962 | |||
Loss From Operations | (945,746) | (1,358,419) | (5,820,550) | (2,508,902) |
Other Expense: | ||||
Interest Expense | (2,160,299) | (56,937) | (2,331,928) | (96,630) |
Unrealized Gain on Derivative/Warrant Liability | (12,874) | 656 | 464,373 | 707 |
Net Loss Available to Common Stockholders | $ (3,118,919) | $ (1,414,700) | $ (7,688,105) | $ (2,604,825) |
Net Loss per Common Share, Basic | $ (0.70) | $ (0.32) | $ (1.72) | $ (0.59) |
Net Loss per Common Share, Diluted | $ (0.70) | $ (0.32) | $ (1.72) | $ (0.59) |
Shares Used in Computing Net Loss per Common Share, Basic | 4,460,535 | 4,430,535 | 4,457,898 | 4,430,535 |
Shares Used in Computing Net Loss per Common Share, Diluted | 4,460,535 | 4,430,535 | 4,457,898 | 4,430,535 |
Product [Member] | ||||
Total Revenue | $ 558,987 | $ 307,843 | $ 980,947 | $ 608,874 |
Product [Member] | Related Party [Member] | ||||
Total Revenue | $ 13,950 | |||
Product Sales Related Parties [Member] | ||||
Total Revenue | 16,200 | 18,000 | ||
Consulting Revenue [Member] | ||||
Total Revenue | $ 25,000 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock, Common [Member] | Retained Earnings [Member] | Total |
Balance , value at Oct. 31, 2022 | $ 4,430 | $ 25,634,826 | $ (84,000) | $ (22,719,416) | $ 2,835,840 | |
Balance, shares at Oct. 31, 2022 | 4,430,535 | |||||
Forgiven Accrued Payables – Related Party | 137,953 | 137,953 | ||||
Stock Based Compensation | 122,562 | 122,562 | ||||
Net Loss | (1,190,125) | (1,190,125) | ||||
Balance , value at Jan. 31, 2023 | $ 4,430 | 25,895,341 | (84,000) | (23,909,541) | 1,906,230 | |
Balance, shares at Jan. 31, 2023 | 4,430,535 | |||||
Balance , value at Oct. 31, 2022 | $ 4,430 | 25,634,826 | (84,000) | (22,719,416) | 2,835,840 | |
Balance, shares at Oct. 31, 2022 | 4,430,535 | |||||
Net Loss | (2,604,825) | |||||
Balance , value at Apr. 30, 2023 | $ 4,430 | 26,288,851 | (84,000) | (25,324,241) | 885,040 | |
Balance, shares at Apr. 30, 2023 | 4,430,535 | |||||
Balance , value at Oct. 31, 2022 | $ 4,430 | 25,634,826 | (84,000) | (22,719,416) | 2,835,840 | |
Balance, shares at Oct. 31, 2022 | 4,430,535 | |||||
Net Loss | (5,400,000) | |||||
Balance , value at Oct. 31, 2023 | $ 4,430 | 27,064,613 | (84,000) | (28,076,133) | (1,091,090) | |
Balance, shares at Oct. 31, 2023 | 4,430,535 | |||||
Balance , value at Jan. 31, 2023 | $ 4,430 | 25,895,341 | (84,000) | (23,909,541) | 1,906,230 | |
Balance, shares at Jan. 31, 2023 | 4,430,535 | |||||
Stock Based Compensation | 393,510 | 393,510 | ||||
Net Loss | (1,414,700) | (1,414,700) | ||||
Balance , value at Apr. 30, 2023 | $ 4,430 | 26,288,851 | (84,000) | (25,324,241) | 885,040 | |
Balance, shares at Apr. 30, 2023 | 4,430,535 | |||||
Balance , value at Oct. 31, 2023 | $ 4,430 | 27,064,613 | (84,000) | (28,076,133) | (1,091,090) | |
Balance, shares at Oct. 31, 2023 | 4,430,535 | |||||
Stock Based Compensation | 384,484 | 384,484 | ||||
Net Loss | (4,569,186) | (4,569,186) | ||||
Stock Issued for Services | $ 30 | 449,970 | 450,000 | |||
Stock Issued for Services, shares | 30,000 | |||||
Balance , value at Jan. 31, 2024 | $ 4,460 | 27,899,067 | (84,000) | (32,645,319) | (4,825,792) | |
Balance, shares at Jan. 31, 2024 | 4,460,535 | |||||
Balance , value at Oct. 31, 2023 | $ 4,430 | 27,064,613 | (84,000) | (28,076,133) | (1,091,090) | |
Balance, shares at Oct. 31, 2023 | 4,430,535 | |||||
Net Loss | (7,688,105) | |||||
Balance , value at Apr. 30, 2024 | $ 4,460 | 28,287,434 | (84,000) | (35,764,238) | (7,556,344) | |
Balance, shares at Apr. 30, 2024 | 4,460,535 | |||||
Balance , value at Jan. 31, 2024 | $ 4,460 | 27,899,067 | (84,000) | (32,645,319) | (4,825,792) | |
Balance, shares at Jan. 31, 2024 | 4,460,535 | |||||
Stock Based Compensation | 388,367 | 388,367 | ||||
Net Loss | (3,118,919) | (3,118,919) | ||||
Balance , value at Apr. 30, 2024 | $ 4,460 | $ 28,287,434 | $ (84,000) | $ (35,764,238) | $ (7,556,344) | |
Balance, shares at Apr. 30, 2024 | 4,460,535 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Apr. 30, 2024 | Jan. 31, 2024 | Apr. 30, 2023 | Jan. 31, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | Oct. 31, 2023 | |
Operating Activities | |||||||
Net Loss | $ (3,118,919) | $ (4,569,186) | $ (1,414,700) | $ (1,190,125) | $ (7,688,105) | $ (2,604,825) | $ (5,400,000) |
Adjustment to Reconcile Net Loss: | |||||||
Unrealized Gain on Derivative/Warrant Liability | (464,374) | (707) | |||||
Depreciation Expense | 48,241 | 39,675 | 91,785 | 78,039 | |||
Amortization Expense | 33,896 | 65,868 | |||||
Amortization of Operating Lease – ROU Asset | 32,734 | 12,674 | 66,341 | 25,687 | |||
Accretion of Debt Discount | 2,190,620 | 6,279 | |||||
Stock Based Compensation | 388,367 | 393,510 | 772,851 | 516,072 | |||
Common Stock Issued for Services | 450,000 | ||||||
Write-off of Offering Costs | 2,656,962 | ||||||
Changes in Assets and Liabilities | |||||||
Accounts Receivable | (37,434) | 25,998 | |||||
Inventory | (10,942) | 55,663 | |||||
Prepaid Expenses | 11,450 | 18,610 | |||||
Prepaid project costs | (112,558) | ||||||
Accounts Payable | (109,510) | 177,637 | |||||
Deferred Revenue | 189,970 | ||||||
Operating Lease Obligation | (66,341) | (25,687) | |||||
Accrued Liabilities | 240,936 | (30,748) | |||||
Accrued Liabilities – Related Party | (72,059) | ||||||
Accrued Interest | 73,502 | 20,418 | |||||
Accrued Interest – Related Parties | 59,475 | 58,969 | |||||
Net Cash Used in Operating Activities | (1,728,888) | (1,607,374) | |||||
Investing Activities | |||||||
Acquisition of Property and Equipment | (14,270) | ||||||
Patent Costs | (486) | (29,893) | |||||
Net Cash Used in Investing Activities | (486) | (44,163) | |||||
Financing Activities | |||||||
Issuance of 2024 Series Senior Secured Convertible Notes Payable – Stock Settled | 3,175,000 | ||||||
Note Subscription Payable | 150,000 | ||||||
Issuance of 2023 Series Convertible Notes Payable - Stock Settled | 405,000 | ||||||
Issuance of 2023 Series B Convertible Notes Payable – Stock Settled | 787,600 | ||||||
Capital Lease Principal Payments | (33,364) | (30,881) | |||||
Net Cash Provided by Financing Activities | 3,291,636 | 1,161,719 | |||||
Total Cash Provided (Used) During the Period | 1,562,262 | (489,818) | |||||
Beginning Cash Balance | $ 101,754 | $ 741,538 | 101,754 | 741,538 | 741,538 | ||
Ending Cash Balance | $ 1,664,016 | $ 251,720 | 1,664,016 | 251,720 | $ 101,754 | ||
Cash Paid for Interest | 8,331 | 10,964 | |||||
Cash Paid for Income Taxes | |||||||
Supplemental Schedule of Non-Cash Financing Activities: | |||||||
Premium on issuance of 2024 Series Senior Secured Notes Payable - Stock Settled | 2,645,845 | ||||||
Derivative/Warrant Liability on 2024 Series Senior Secured Notes Payable | 2,890,036 | ||||||
Discount on Derivative/Warrant Liability on 2024 Series Senior Secured Notes Payable | 5,535,882 | ||||||
Premium on issuance of 2023 Series Notes Payable | 397,533 | ||||||
Derivative/Warrant Liability on 2023 Series Notes Payable | 641,787 | ||||||
Discount on Derivative/Warrant Liability on 2023 Series Notes Payable | 1,039,320 | ||||||
Forgiveness of Accrued Liabilities – Related Party | 137,953 | ||||||
Deferred Offering Costs Recorded as Accounts Payable | $ 185,016 |
NATURE OF ORGANIZATION AND SUMM
NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Apr. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Organization and Description of Business Vitro Biopharma, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on March 31, 1986, under the name Imperial Management, Inc. On December 17, 1986, the Company merged with Labtek, Inc., a Colorado corporation, with the Company being the surviving entity and the name of the Company was changed to Labtek, Inc. The name was then changed to Vitro Diagnostics, Inc. on February 6, 1987. From November of 1990 through July 31, 2000, the Company was engaged in the development, manufacturing, and distribution of purified human antigens (“Diagnostics”) and related technologies. The Company also developed cell technology including immortalization of certain cells, which allowed entry into other markets besides Diagnostics. In August 2000, the Company sold the Diagnostics business, following which it focused on developing therapeutic products, its stem cell technology, patent portfolio and proprietary technology and cell lines for applications in autoimmune disorders and inflammatory disease processes and stem cell research. On February 3, 2021, the Company filed an amendment to the articles of incorporation with the Nevada Secretary of State, changing the name of the Company to Vitro BioPharma, Inc. Summary of Significant Accounting Policies Basis of Presentation The interim consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures included herein are adequate to make the information presented not misleading. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2023, as filed with the SEC (“Form 10-K”). Unless otherwise noted in this Interim Report, there have been no material changes to the disclosures contained in the notes to the audited financial statements for the year ended October 31, 2023, contained in the Form 10-K. The Consolidated Balance Sheet as of October 31, 2023, was derived from the audited financial statements included in the Form 10-K. In management’s opinion, the unaudited interim Consolidated Balance Sheet, Statements of Operations, Statements of Changes in Shareholders’ Equity, and Statements of Cash Flows, contained herein, reflect all adjustments, consisting solely of normal recurring items, which are necessary for the fair presentation of the Company’s financial position, results of operations and cash flows on a basis consistent with that of the Company’s prior audited consolidated financial statements. The results of operations for the interim periods may not be indicative of results to be expected for the full fiscal year. Certain prior period amounts were reclassified to conform to the current presentation on the Consolidated Financial Statements. The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Basis of Consolidation The consolidated financial statements include the operations of the Company and its wholly owned subsidiaries, Fitore, Inc. (“Fitore”) and InfiniVive MD, LLC (“InfiniVive”). Cash Equivalents For the purposes of the Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Concentrations During the six months ended April 30, 2024 and 2023, 2 3 30 38 25 11 45 10 25,000 4 Deferred Offering Costs The Company defers, as Current Assets, the direct incremental costs of raising capital through equity offerings, until such time as the offering is completed or abandoned. At the time of the offering completion, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated. During the six months ended April 30, 2024 and 2023 the Company recorded as expense $ 2,656,962 0 Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Revenue Recognition As of January 1, 2018, the Company adopted Revenue from Contracts with Customers (Topic 606) (“ASC 606”). The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. To determine the appropriate amount of revenue to be recognized for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following steps: (i) identify the contract(s) with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) each performance obligation is satisfied. The Company adopted the standard using the modified retrospective method and the adoption did not have a material impact on the Company’s consolidated financial statements. For each performance obligation identified in accordance with ASC 606, the Company determines at contract inception whether it satisfies the performance obligation over time (in accordance with paragraphs 606-10-25-27 through 25-29) or satisfies the performance obligation at a point in time (in accordance with paragraph 606-10-25-30). If an entity does not satisfy a performance obligation over time, the performance obligation is satisfied at a point in time. Control is considered transferred over time if any one of the following criteria is met: ● The customer simultaneously receives and consumes the benefits of the asset or service which the entity performs; ● The entity’s performance creates or enhances an asset; or ● The entity’s performance creates or enhances an asset that has no alternative use to the entity and the entity has the right to payment for work completed to date. For certain contracts to which the Company is party, it uses the recognition over time method to recognize revenue. The Company recognizes revenue when performance obligations with the customer are satisfied. Product sales occur once control is transferred upon shipment to the customer at the time of the sale. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods and services. The Company’s revenue is primarily derived from the sources listed below: Sale of research and development product Sales of research and development product include the sale of stem cell medium Sale of therapeutic product: Includes cell culture media to be used in therapeutic treatment. Shipping: Includes amounts charged to customers for shipping products. Consulting Revenue: The Company has agreed to assist another party to develop an FDA-approved biological product. Revenues are recognized when certain contractual milestones are achieved. Fitore product sales online: Includes internet sales, via the Fitore Nutrition website, of dietary supplements called Stemulife, Spectrum+, Easy Sleep and Thought Calmer. InfiniVive product sales: InfiniVive, via call-in orders, sells exosomes and daily cosmetic serum Disaggregation of revenue The following table summarizes the Company’s revenue for the reporting periods, disaggregated by product or service type: SCHEDULE OF DISAGGREGATION OF REVENUE Three Months Three Months Revenues: Research and development products $ 156,612 $ 80,128 AlloRx Stem Cells to Foreign Third-Party Clinics 378,382 164,830 InfiniVive products 34,892 45,850 Fitore products 3,051 17,035 Total $ 572,937 $ 307,843 Total Revenues $ 572,937 $ 307,843 Six Months Six Months Revenues: Research and development products $ 271,166 $ 155,211 AlloRx Stem Cells to Foreign Third-Party Clinics 655,423 313,113 Consulting revenue - 25,000 InfiniVive products 60,822 120,900 Fitore products 9,736 37,650 Total $ 997,147 $ 651,874 Total Revenues $ 997,147 $ 651,874 Deferred Revenue The Company has recorded deferred revenue in connection with a Joint Operating Agreement (as subsequently amended, the “JOA”) between the Company and European Wellness/BIO PEP USA (“BIO PEP”). Pursuant to this JOA, which expired in accordance with its terms on July 31, 2023 and has not been renewed, the Company was obligated to use its best efforts to identify, develop and deliver various potential active pharmaceutical ingredients and to oversee the development of a recombinant cell line by a third-party service provider. The Company was also engaged to establish a Quality Management System to be utilized by BIO PEP in their pursuit of FDA authorizations. Prior to its expiration, our work under the JOA had been suspended since April 2023 pending discussions regarding amounts believed to be owed to us under that agreement for work already completed. If those discussions are unsuccessful, we may not be able to collect all of the amounts believed to be owed to us or the other amounts originally expected to be received by us under the agreement. The Company records as deferred revenue amounts for which the Company has been paid but for which it has not yet achieved and delivered related milestones or when the level of effort required to complete performance obligations under an arrangement cannot be reasonably estimated under the terms of the related agreement. Deferred revenue is classified as current or long-term based on when management estimates the revenue will be recognized. As of April 30, 2024, the Company has net deferred $ 525,387 685,005 159,618 The table below summarizes Deferred Revenues as of April 30, 2024: SUMMARY OF DEFERRED REVENUES October 31, Other Project Net Revenue April 30, Deferred Revenue $ 525,387 $ - $ - $ 525,387 Total $ 525,387 $ - $ - $ 525,387 The table below summarizes Deferred Revenues as of April 30, 2023: October 31, Revenue Recognized Revenue April 30, Deferred Revenue $ 650,000 $ - $ 189,970 $ 839,970 Total $ 650,000 $ - $ 189,970 $ 839,970 During the three months ended April 30, 2024 and 2023, the Company recognized as revenue $ 0 0 0 50,147 As of July 31, 2023, upon the expiration of the European Wellness Agreement, the Company recognized $ 250,000 58,254 Accounts Receivable Accounts receivable consists of amounts due from customers. The Company considers accounts more than 30 days old to be past due. The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. The Company generally does not require collateral for its accounts receivable. As of April 30, 2024 and October 31, 2023, total accounts receivable amounted to $ 157,105 119,671 975 975 As of April 30, 2024, two customers accounted for 50 26 39 35 Basic Loss Per Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share takes into consideration shares of common stock outstanding (computed under basic income or loss per share) and potentially dilutive shares of common stock that are not anti-dilutive. For the six months ended April 30, 2024 and 2023, the following number of potentially dilutive shares have been excluded from diluted net loss since such inclusion would be anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED EARNINGS PER SHARE April 30, 2024 April 30, 2023 Stock options outstanding 1,112,923 1,124,077 Shares to be issued in connection with exercise of warrants 411,377 477,533 2021 Series Convertible Notes Payable - Related Party – common shares 18,462 18,462 2022 Series Convertible Notes Payable - common shares 7,692 7,692 2023 Series Convertible Notes Payable – Stock Settlement 29,826 12,606 2023 Series Convertible Notes Payable – Stock Settled – warrants issuable 3,076 3,076 2023 Series B Convertible Notes Payable – Stock Settled 94,522 24,098 2023 Series B Convertible Notes Payable - Stock Settled - warrants issuable 39,881 23,930 2024 Series Senior Secured convertible notes payable – stock settled 264,583 - 2024 Series Senior Secured convertible notes payable – stock settled – warrants issuable 264,583 - Total 2,246,925 1,691,474 Anti-dilutive shares 2,246,925 1,691,474 Inventory Inventories, consisting of raw materials and finished goods, are stated at the lower of cost (using the specific identification method) or market. Inventories consisted of the following at the balance sheet dates: SCHEDULE OF INVENTORIES April 30, 2024 October 31, 2023 Raw materials $ 11,736 $ 18,856 Finished goods 169,958 151,896 Total inventory $ 181,694 $ 170,752 The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. During the six months ended April 30, 2024 and 2023, the Company did not record any impairment expense. Patents Costs related to filing and pursuing patent applications (including direct application fees, and the legal and consulting expenses related to making such applications) are capitalized as incurred and will not be amortized until a patent is granted at which time they will be amortized. Capitalized patent costs recorded as of April 30, 2024 and October 31, 2023 were $ 82,811 82,325 Recent Accounting Standards On August 5, 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, “Debt – Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40),” which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in GAAP. This ASU is effective for fiscal years beginning after December 31, 2023. The Company is evaluating the impact the adoption will have on the financial statements. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Apr. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company incurred net losses of approximately $ 7.7 5.4 8.3 These factors raise substantial doubt about the Company’s ability to continue as a going concern. In view of these matters, realization of certain of the assets in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financial requirements, raise additional capital, and generate additional revenues and profit from operations. Management plans to address the going concern include but are not limited to raising additional capital through an attempted public and/or private offering of equity securities, as well as potentially issuing additional debt instruments. The Company also has various initiatives underway to increase revenue generation through diversified offerings of products and services related to its stem cell technology and analytical capabilities. The goal of these initiatives is to achieve profitable operations as quickly as possible. Various strategic alliances that are ongoing and under development are also critical aspects of management’s overall growth and development strategy. There is no assurance that these initiatives will yield sufficient capital to maintain the Company’s operations. There is no assurance that the ongoing capital raising efforts will be successful. Should management fail to successfully raise additional capital and/or fully implement its strategic initiatives, it may be compelled to curtail part or all of its ongoing operations. The financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has historically financed its operations primarily through various private placements of debt and equity securities. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 6 Months Ended |
Apr. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 3 – FAIR VALUE MEASUREMENT ASC Topic 820, “Fair Value Measurements and Disclosures”, establishes a hierarchy for inputs used in measuring fair value for financial assets and liabilities that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: ● Level 1: Quoted prices available in active markets for identical assets or liabilities; ● Level 2: Quoted prices in active markets for similar assets and liabilities that are observable for the asset or liability; and ● Level 3: Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash or valuation models. The financial assets and liabilities are classified in the Consolidated Balance Sheets based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. As disclosed in Note 7, the two tranches, of 2023 Series Convertible Notes Payable - Stock Settled Derivative/Warrant Liability required identification and quantification of fair value. Similarly, the tranche of 2024 Series Senior Secured convertible notes – Stock Settled Derivative/Warrant Liability required identification and quantification of fair value. The derivative liabilities described below only relate to (i) the warrants included with the two tranches of the 2023 Series Convertible Notes Payable – Stock Settled debt and (ii) the warrants included with 2024 Series Senior Secured convertible note – Stock Settled debt. The estimated fair values as of the issuance date of these three tranches of notes are presented in Note 7. As of April 30, 2024, the estimated fair values of the Company’s financial liabilities are presented in the following table: SCHEDULE OF FAIR VALUE ON FINANCIAL LIABILITIES April 30, 2024 2023 Series Convertible Notes Payable - Stock Settled - Derivative/Warrant Liability $ 32,738 2023 Series B Convertible Notes Payable – Stock Settled – Derivative/Warrant Liability 424,414 2024 Series Senior Secured convertible notes payable – stock settled – Derivative/Warrant Liability 2,861,775 Total $ 3,318,927 The following table presents a roll forward of the fair value of the derivative liabilities associated with the Company’s warrants included with its 2023 Series and 2024 Series Convertible Notes Payable, categorized as Level 3: SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON RECURRING BASIS Six Months Ended Year Ended October 31, 2023 Beginning Balance $ 893,263 $ - Additions 2,890,037 996,598 Total (gains) or losses (unrealized) (464,373 ) (103,335 ) Ending Balance $ 3,318,927 $ 893,263 During the three and six months ended April 30, 2024 and 2023, the unrealized (gain) or loss on the Derivative Warrant Liability associated with the two tranches of 2023 Series Convertible Notes Payable – Stock Settled was $ 1,923 (436,111) (656) (707) During the three and six months ended April 30, 2024, the unrealized (gain) or loss on the Derivative Warrant Liability associated with the 2024 Series Senior Secured convertible notes payable – stock settled was $ 10,951 (28,262) The fair value of the warrants granted in connection with the two tranches of 2023 Series Convertible Notes Payable-Stock Settled during the periods presented was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON WARRANTS GRANTED April 30, 2024 October 31, 2023 Risk-free interest rate - % 3.60 3.93 % Dividend yield - % 0.00 % Volatility factor - % 161.52 200.29 % Weighted average expected life (years) - 2.5 The fair value of the warrants granted in connection with the 2024 Series Senior Secured convertible notes payable - stock settled during the periods presented was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON WARRANTS GRANTED April 30, 2024 October 31, 2023 Risk-free interest rate 3.99 4.61 % - % Dividend yield 0.00 % - % Volatility factor 132.32 135.58 % - % Weighted average expected life (years) 2.5 - Estimated Fair Value of Financial Assets and Liabilities Not Measured at Fair Value The Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable, and Convertible Notes Payable. The carrying values of cash, accounts receivable and accounts payable are representative of their fair values due to their short-term maturities. The carrying amount of the Company’s Convertible Notes Payable approximates fair value as they bear interest over the term of the loans. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Apr. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT The following is a summary of property and equipment, less accumulated depreciation at the balance sheet dates: SCHEDULE OF PROPERTY AND EQUIPMENT April 30, 2024 October 31, 2023 Leasehold improvements $ 12,840 $ 12,840 Property and equipment 1,046,925 1,046,925 Total cost 1,059,765 1,059,765 Less accumulated depreciation (831,136 ) (739,351 ) Net property and equipment $ 228,629 $ 320,414 Depreciation expense for the three and six months ended April 30, 2024 and 2023 was $ 48,241 91,785 39,675 78,039 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Apr. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS The following table sets forth the carrying amounts of intangible assets and goodwill including accumulated amortization as of April 30, 2024: SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL Remaining Cost Accumulated Net Carrying Trademarks and tradenames 12.25 $ 693,330 $ (403,062 ) $ 290,268 Patents, know-how and unpatented technology 12.25 710,060 (370,508 ) 339,552 Customer relationships 0.25 114,536 (110,439 ) 4,197 Total 1,517,926 (884,009 ) 633,917 Remaining Useful Life Cost Impairment Net Carrying Value Goodwill Indefinite $ 4,523,040 $ (914,091 ) $ 3,608,949 The table below presents anticipated future amortization expense related to the Company’s intangible assets for each of the succeeding five fiscal years ending October 31; SCHEDULE OF FUTURE AMORTIZATION EXPENSE 2024 $ 63,697 2025 51,416 2026 51,416 2027 51,416 2028 51,416 Total $ 269,361 During the three and six months ended April 30, 2024 and 2023, the Company recorded amortization expense of $ 16,948 33,896 32,934 65,868 |
LEASE OBLIGATIONS
LEASE OBLIGATIONS | 6 Months Ended |
Apr. 30, 2024 | |
Lease Obligations | |
LEASE OBLIGATIONS | NOTE 6 – LEASE OBLIGATIONS The Company accounts for its leases in accordance with ASU No. 2016-02, Leases (Topic 842) (“ASC 842”). The Company’s operating lease consists of a lease for office space. The Company’s finance lease activities consist of leases for equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The office lease contains an option to a renewal period of five years In May 2023, the Company executed a new office lease for 2,978 271,396 271,396 32,734 66,341 12,674 25,687 The following table shows the classification and location of the Company’s leases in the Consolidated Balance Sheets: SCHEDULE OF BALANCE SHEET RELATED TO LEASES Leases Balance Sheet Location April 30, 2024 October 31, 2023 Assets Noncurrent: Operating Right-of-use asset – operating lease $ 409,900 $ 476,241 Finance Property and equipment, net 15,500 33,294 Total Lease Assets $ 425,400 $ 509,535 Liabilities Current: Operating Operating lease liabilities $ 124,771 $ 130,150 Finance Finance lease liabilities 35,269 61,832 Noncurrent: Operating Operating lease liabilities 285,129 346,091 Finance Finance lease liabilities 10,322 17,123 Total Lease Liabilities $ 455,491 $ 555,196 The following table shows the classification and location and the Company’s lease costs in the Consolidated Statements of Operations: SCHEDULE OF OPERATIONS RELATED TO LEASES Location 2024 2023 Statements of Operations Six Months Ended April 30, Location 2024 2023 Operating lease expense General and administrative expense $ 109,051 $ 102,517 Finance lease expense: Interest on lease liability Interest expense 3,996 5,800 Total Lease expense $ 113,047 $ 108,317 Minimum remaining contractual obligations for the Company’s leases (undiscounted) as of April 30, 2024,were as follows: SCHEDULE OF MINIMUM CONTRACTUAL OBLIGATIONS OF LEASES Operating Finance Fiscal year 2024 $ 81,018 $ 35,270 Fiscal year 2025 163,902 12,803 Fiscal year 2026 166,760 5,150 Fiscal year 2027 84,609 - Fiscal year 2028 67,734 - Thereafter 112,890 - Total Lease Payments $ 676,909 $ 53,223 Less Imputed interest (267,009 ) (7,632 ) Total lease liability $ 409,900 $ 45,591 The following table shows the weighted average remaining lease term and the weighted average discount rate for the Company’s leases as of the dates indicated: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES April 30, 2024 October 31, 2023 Operating Finance Operating Finance Weighted-average remaining lease term (in years) 4.3 1.12 4.9 1.41 Weighted-average discount rate (1) 10.00 % 7.29 % 10.00 % 7.49 % (1) The discount rate used for the operating lease is based on the Company’s incremental borrowing rate at lease commencement and may be adjusted if modification to lease terms or lease reassessments occur. The discount rate used for finance leases is based on the rates implicit in the leases. The following table includes other quantitative information for the Company’s leases for the periods indicated: SCHEDULE OF CASH FLOW INFORMATION RELATED TO LEASES 2024 2023 Six Months Ended April 30, 2024 2023 Cash paid for amounts included in measurement of lease liabilities Cash payments for operating leases $ 108,248 $ 51,258 Cash payments for finance leases $ 33,364 $ 30,881 |
DEBT
DEBT | 6 Months Ended |
Apr. 30, 2024 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 7 – DEBT The table below presents outstanding debt instruments as of April 30, 2024 and October 31, 2023: SCHEDULE OF OUTSTANDING DEBT INSTRUMENTS April 30, 2024 October 31, 2023 Short Term 2021 Series convertible notes – related party $ 480,000 $ 480,000 2024 Series Senior Secured convertible notes 3,968,750 - Discount 2024 Series Senior Secured convertible notes (1,537,682 ) - Total Short-Term Debt 2,911,068 480,000 Long Term Unsecured 6% note payable – related party $ 767,288 $ 767,288 Unsecured 4% note payable – related party 1,221,958 1,221,958 2022 Series convertible notes 200,000 200,000 2023 Series convertible notes – stock settled 405,000 405,000 Discount 2023 Series convertible notes (58,317 ) (64,285 ) 2023 Series B convertible notes – stock settled 1,312,600 1,312,600 Discount 2023 Series B convertible notes (853,035 ) (891,582 ) Total Long-Term Debt 2,995,494 2,950,979 Total Debt $ 5,906,562 $ 3,430,979 The table below presents the future maturities of outstanding debt obligations as of April 30, 2024: SCHEDULE OF FUTURE MATURITIES OUTSTANDING DEBT OBLIGATIONS Fiscal year 2024 $ 4,448,750 Fiscal year 2025 - Fiscal year 2026 1,989,246 Fiscal year 2027 200,000 Fiscal year 2028 1,717,600 Total $ 8,355,596 Unsecured 6% Note Payable - Related Party Interest expense on this note was $ 11,352 22,956 11,225 22,829 161,068 138,112 Unsecured 4% Note Payable - Related Party Interest expense on this note was $ 12,052 24,372 11,918 24,238 171,007 146,635 2021 Series Convertible Note - Related Party The principal balance outstanding on the 2021 Series Convertible note amounted to $ 480,000 480,000 July 31, 2024 6,098 11,967 5,852 11,901 66,131 53,804 2022 Series Convertible Notes During June and July, 2022, the Company issued a total of $ 200,000 5 5,000,000 2,465 4,986 2,438 4,959 18,192 13,205 2023 Series Convertible Notes – Stock Settled On January 6, 2023, the Company sold $ 405,000 8 On various dates during March and April 2023, the Company sold $ 787,600 8 On various dates during June and July 2023, the Company sold $ 525,000 8 The sale and purchase were made through a Convertible Note and Warrant Purchase Agreement (“Purchase Agreement”) entered into with each investor. The Company followed the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC 480 “Distinguishing Liabilities from Equity” to account for the stock settled debt and ASC 815 “Derivatives and Hedging” to account for the derivative related to the notes and also to determine the number of warrants to be issued at the time of the issuance of the January 2023 Notes, March 2023 Notes, or the June 2023 Notes. The Company contemplated ASC 480-10-30-7 related to the valuation of the embedded conversion feature contained in the January 2023 Notes, March 2023 Notes, and June 2023 Notes. The Company deemed that the most likely scenario to be utilized for valuing the conversion feature was a qualified financing. Therefore, the Company deemed that the January 2023 Notes, March 2023 Notes, and June 2023 were issued at a premium related to the definition of Discounted Qualified Financing Price contained in the Purchase Agreement. The premium recognized at the inception of January 2023 Notes was $ 135,000 262,533 175,000 The Company assessed the January 2023 Warrants, March 2023 Warrants, and June 2023 first under ASC 480. Based on the attributes of the January 2023 Warrants, March 2023 Warrants, and June 2023 Warrants, the Company determined that each are outside of the scope of ASC 480 and proceeded to assess each under ASC 815 to determine if any are considered indexed to the Company’s own common stock. Because the inputs which affect the number of shares to be issued upon exercise of the January 2023 Warrants, March 2023 Warrants, and June 2023 Warrants are not the inputs per 815-40-15-7E, none are deemed to be indexed to the Company’s own stock and have been recorded as liabilities under ASC 815 (Note 3) at the fair market value. At issuance, the Company recorded a warrant liability related to the January 2023 Warrants of $ 73,213 135,000 73,213 208,213 568,574 262,533 568,574 831,108 354,810 175,000 354,180 529,810 The combination of the $ 135,000 208,213 73,213 13.0 13.0 13.0 13.0 2,999 5,968 138 31,231 2,611 3,269 136 187 The combination of the $ 262,533 831,108 568,574 44.6 44.6 44.6 44.6 12,217 23,443 1,071 242,940 3,111 3,111 520 520 The combination of the $ 175,000 529,810 354,810 39.5 39.5 7,826 15,104 714 161,940 During the three and six months ended April 30, 2024 and 2023, the Company recorded $ 7,989 16,156 7,900 9,907 15,536 31,418 5,552 5,552 10,356 20,942 As of April 30, 2024 and October 31, 2023, the Company had accrued $ 42,396 26,240 68,732 37,314 36,493 15,551 2024 Series Senior Secured Convertible Notes – Stock Settled On November 16, 2023 and January 10, 2024, the Company entered into securities purchase agreements (the “January Purchase Agreements”) with an accredited investor, pursuant to which the Company issued and sold to the investor, in a private placement, (i) senior secured convertible notes (the “January Series 2024 Notes”) in the principal amount of $ 2,500,000 1,250,000 2,000,000 1,000,000 20 On April 11, 2024, the Company entered into a securities purchase agreement (the “April Purchase Agreement”) with an accredited investor, pursuant to which the Company issued and sold to the investor, in a private placement, (i) senior secured convertible notes (the “April Series 2024 Notes”) in the principal amount of $ 218,750 175,000 20 The January Series 2024 Notes and April Series 2024 Notes are collectively the “Series 2024 Notes.” The January Series 2024 Warrants and April Series 2024 Warrants are collectively the “Series 2024 Warrants.” Interest on the Series 2024 Notes will accrue commencing on the earlier of the maturity date or upon an event of default, at the annual rate of 20%, due the first day of each calendar month following such date. The January Series 2024 Notes will mature at the earlier of (i) six months from the issuance date (the “Original Maturity Date”) and (ii) the occurrence of a Liquidity Event (as defined in the January Series 2024 Notes), provided that the Company may extend the maturity date for an additional three months (the “January Extension Period”). The April Series 2024 Notes will mature at the earlier of (i) May 16, 2024 and (ii) the occurrence of a Liquidity Event (as defined in the April Series 2024 Notes), provided that the Company may extend the maturity date for an additional three months (the “April Extension Period”). The Series 2024 Notes are secured by all of the Company’s assets pursuant to a security agreement between the Company and the investors. The Series 2024 Notes will be convertible, at the option of the investors, into common stock commencing on the maturity date, at a conversion price equal to the product of (x) the Liquidity Event Price (as defined in the Series 2024 Notes) and (y) 0.70 (or 0.60 if the Company has extended the maturity date), provided however, that if no Liquidity Event has occurred by the maturity date then the conversion price will be the amount obtained by dividing (i) $95,000,000 by (ii) the number of shares of common stock outstanding on such date calculated on a fully-diluted basis. In addition, the Company will have the right to effect conversion of the Series 2024 Notes if, at the time (a) a Liquidity Event has occurred and (b) the underlying shares are registered for resale. The Series 2024 Warrants will be exercisable into the number the shares of common stock obtained by dividing 100% of the original principal amount of the Series 2024 Notes by (ii) the Liquidity Event Price (as defined in the Series 2024 Notes); provided, however, that if no Liquidity Event has occurred by the maturity date, then such percentage will be 150%. The Series 2024 Warrants will be exercisable for a period of five years and have an exercise price equal to the Liquidity Event Price provided however, that if no Liquidity Event has occurred by the maturity date then the exercise price will be the amount obtained by dividing (i) $95,000,000 by (ii) the number of shares of common stock outstanding on such date calculated on a fully-diluted basis. The Company followed the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC 480 “Distinguishing Liabilities from Equity” to account for the stock settled debt, ASC 470 “Debt,” and ASC 815 “Derivatives and Hedging” to account for Series 2024 Notes and Series 2024 Warrants. The Company contemplated ASC 480-10-30-7 related to the valuation of the embedded conversion feature contained in the Series 2024 Notes and determined that the value delivered to the investor is identical in all scenarios and only the number of shares differ. The number of shares are issued at a premium as there is a discount applicable in the case of a Liquidity Event. In order to determine the conversion price of the Series 2024 Notes, the Company analyzed the guidance in ASC 470 related to multi-step discounts. The Company deemed that the most likely scenario to be utilized for valuing the conversion feature was a conversion following a Liquidity Event at the option of the investor during the Extension Period as this represents the most advantageous scenario from the perspective of the investor with the shortest period in which the investor could recognize a return on its investment. Because the Company filed an amendment to its Form S-1 Registration Statement on February 2, 2024 which contemplates that, following effectiveness, the selling shareholders may offer their shares at a fixed price of $ 15.00 15.00 416,667 2,500,005 24,306 145,840 The Company assessed the Series 2024 Warrants first under ASC 480. Based on the attributes of the Series 2024 Warrants, the Company determined that each are outside of the scope of ASC 480 and proceeded to assess each under ASC 815 to determine if any are considered indexed to the Company’s own common stock. Because the inputs which affect the number of shares to be issued upon exercise of the Series 2024 Warrants are not the inputs per 815-40-15-7E, none are deemed to be indexed to the Company’s own stock and have been recorded as liabilities under ASC 815 (Note 3) at the fair market value. Because the scenario under which the Series 2024 Notes are analyzed assumes a Liquidity Event, the scenarios under which to analyze the Series 2024 Warrants should also contain a Liquidity Event. As such, the assumed exercise price is $ 15.00 250,000 14,583 2,732,304 157,733 2,500,005 750,000 2,732,304 5,232,309 145,840 43,750 157,733 303,573 The combination of the $ 2,500,005 750,000 5,232,309 3,482,304 659 624 2,021,452 2,099,406 10,949 28,264 The combination of the $ 145,840 43,750 303,573 201,483 5.039 46,698 46,698 2 2 During the three and six months ended April 30, 2024, no no |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended |
Apr. 30, 2024 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 8– STOCKHOLDERS’ EQUITY Preferred Stock The Company has authorized 5,000,000 0.001 250,000 0 0 Activity for the six months ended April 30, 2024 and April 30, 2023 There were no sales or grants of preferred shares during the six months ended April 30, 2024, or April 30, 2023. Common Stock As of April 30, 2024, the Company had authorized 19,230,770 0.001 4,460,535 4,430,535 Activity for the six months ended April 30, 2024 and April 30, 2023 On November 16, 2023, the Company granted 30,000 15.00 450,000 There were no grants of common stock during the six months ended April 30, 2023. Stock-Based Compensation There were no The table below presents option activity for the six months ended April 30, 2024: SCHEDULE OF OPTION ACTiVITY Number of Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (in years) Aggregate intrinsic value Balance at October 31, 2023 1,112,923 10.84 6.64 16,889,060 Options exercised - - - - Options granted - - - - Options expired - - - - Options forfeited - - - - Balance at April 30, 2024 1,112,923 $ 10.84 6.14 $ 6,895,368 Stock based compensation expense related to options for the three and six months ended April 30, 2024 and 2023, amounted to $ 388,367 772,851 393,510 516,072 862,410 831,333 2,726,814 3,506,561 Warrants During the six months ended April 30, 2024 and 2023, the Company did not issue any warrants. A summary of the Company’s common stock underlying the outstanding warrants as of April 30, 2024, is as follows: SCHEDULE OF COMMON STOCK UNDERLYING OUTSTANDING WARRANTS Underlying Number of Average Weighted Outstanding at October 31, 2023 444,454 20.56 1.65 Warrants A – Granted during the period - - - Warrants B – Granted during the period - - - Warrants A – Expired during the period (33,077 ) 13.00 - Warrants B – Expired during the period - - - Outstanding at April 30, 2024 411,377 $ 21.27 1.26 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Apr. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES Employment agreements On July 6, 2022, the Company hired Christopher Furman as its new Chief Executive Officer. Mr. Furman will receive an annual base salary of $ 400,000 100 192,307 26.00 38,461 38,461 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Apr. 30, 2024 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 – RELATED PARTY TRANSACTIONS Accounts Payable The spouse of the Company’s Chief Science Officer, through an entity she controls, leases office and lab space to the Company. As of April 30, 2024 and October 31, 2023, the Company owes this entity $ 0 28,222 5,645 Convertible Notes, Debt Discount and Accrued Interest The principal balance outstanding on the 2021 Series Convertible note, which is owned by a relative of the former CFO, amounted to $ 480,000 480,000 6,098 11,967 5,852 11,901 66,131 53,804 Consulting Agreement with 5% Stockholder On December 1, 2021, we entered into a consulting agreement with John Evans (the “Consulting Agreement”), a greater than 5% stockholder and our former Chief Financial Officer, pursuant to which Mr. Evans provides advisory services to our Chief Executive and Chief Financial Officers. Under the Consulting Agreement, Mr. Evans is paid $200,000 per year for his services, increasing to $250,000 per year upon the Company receiving a financing of $10 million or more. The Consulting Agreement further provides that all prior options granted to Mr. Evans under his prior agreements with the Company, specifically those that were granted on May 1, 2018, November 30, 2020, October 1, 2021, shall survive and continue to vest according to their original terms. The Consulting Agreement will terminate on December 1, 2025 (the “Agreement Termination Date”). If Mr. Evans is terminated by the Company for any reason prior to the Agreement Termination Date, or there occurs a Change in Control (as defined in the Consulting Agreement), Mr. Evans will be entitled to the continued payment of amounts due under the Consulting Agreement for the remaining term of the Consulting Agreement, as well as continued vesting of all outstanding options granted to Mr. Evans. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Apr. 30, 2024 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS On May 13, 2024, Vitro BioPharma, Inc. (the “Company”) issued and sold to accredited investors, in a private placement, (i) senior secured convertible notes (the “Notes”) in the aggregate principal amount of $ 375,000 300,000 20 300,000 150,000 |
NATURE OF ORGANIZATION AND SU_2
NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Apr. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The interim consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures included herein are adequate to make the information presented not misleading. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2023, as filed with the SEC (“Form 10-K”). Unless otherwise noted in this Interim Report, there have been no material changes to the disclosures contained in the notes to the audited financial statements for the year ended October 31, 2023, contained in the Form 10-K. The Consolidated Balance Sheet as of October 31, 2023, was derived from the audited financial statements included in the Form 10-K. In management’s opinion, the unaudited interim Consolidated Balance Sheet, Statements of Operations, Statements of Changes in Shareholders’ Equity, and Statements of Cash Flows, contained herein, reflect all adjustments, consisting solely of normal recurring items, which are necessary for the fair presentation of the Company’s financial position, results of operations and cash flows on a basis consistent with that of the Company’s prior audited consolidated financial statements. The results of operations for the interim periods may not be indicative of results to be expected for the full fiscal year. Certain prior period amounts were reclassified to conform to the current presentation on the Consolidated Financial Statements. The accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”). |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the operations of the Company and its wholly owned subsidiaries, Fitore, Inc. (“Fitore”) and InfiniVive MD, LLC (“InfiniVive”). |
Cash Equivalents | Cash Equivalents For the purposes of the Statements of Cash Flows, the Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage limits. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Concentrations During the six months ended April 30, 2024 and 2023, 2 3 30 38 25 11 45 10 25,000 4 |
Deferred Offering Costs | Deferred Offering Costs The Company defers, as Current Assets, the direct incremental costs of raising capital through equity offerings, until such time as the offering is completed or abandoned. At the time of the offering completion, the costs are charged against the capital raised. Should the offering be terminated, deferred offering costs are charged to operations during the period in which the offering is terminated. During the six months ended April 30, 2024 and 2023 the Company recorded as expense $ 2,656,962 0 |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. |
Use of Estimates | Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition As of January 1, 2018, the Company adopted Revenue from Contracts with Customers (Topic 606) (“ASC 606”). The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. To determine the appropriate amount of revenue to be recognized for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following steps: (i) identify the contract(s) with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) each performance obligation is satisfied. The Company adopted the standard using the modified retrospective method and the adoption did not have a material impact on the Company’s consolidated financial statements. For each performance obligation identified in accordance with ASC 606, the Company determines at contract inception whether it satisfies the performance obligation over time (in accordance with paragraphs 606-10-25-27 through 25-29) or satisfies the performance obligation at a point in time (in accordance with paragraph 606-10-25-30). If an entity does not satisfy a performance obligation over time, the performance obligation is satisfied at a point in time. Control is considered transferred over time if any one of the following criteria is met: ● The customer simultaneously receives and consumes the benefits of the asset or service which the entity performs; ● The entity’s performance creates or enhances an asset; or ● The entity’s performance creates or enhances an asset that has no alternative use to the entity and the entity has the right to payment for work completed to date. For certain contracts to which the Company is party, it uses the recognition over time method to recognize revenue. The Company recognizes revenue when performance obligations with the customer are satisfied. Product sales occur once control is transferred upon shipment to the customer at the time of the sale. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods and services. The Company’s revenue is primarily derived from the sources listed below: Sale of research and development product Sales of research and development product include the sale of stem cell medium Sale of therapeutic product: Includes cell culture media to be used in therapeutic treatment. Shipping: Includes amounts charged to customers for shipping products. Consulting Revenue: The Company has agreed to assist another party to develop an FDA-approved biological product. Revenues are recognized when certain contractual milestones are achieved. Fitore product sales online: Includes internet sales, via the Fitore Nutrition website, of dietary supplements called Stemulife, Spectrum+, Easy Sleep and Thought Calmer. InfiniVive product sales: InfiniVive, via call-in orders, sells exosomes and daily cosmetic serum Disaggregation of revenue The following table summarizes the Company’s revenue for the reporting periods, disaggregated by product or service type: SCHEDULE OF DISAGGREGATION OF REVENUE Three Months Three Months Revenues: Research and development products $ 156,612 $ 80,128 AlloRx Stem Cells to Foreign Third-Party Clinics 378,382 164,830 InfiniVive products 34,892 45,850 Fitore products 3,051 17,035 Total $ 572,937 $ 307,843 Total Revenues $ 572,937 $ 307,843 Six Months Six Months Revenues: Research and development products $ 271,166 $ 155,211 AlloRx Stem Cells to Foreign Third-Party Clinics 655,423 313,113 Consulting revenue - 25,000 InfiniVive products 60,822 120,900 Fitore products 9,736 37,650 Total $ 997,147 $ 651,874 Total Revenues $ 997,147 $ 651,874 |
Deferred Revenue | Deferred Revenue The Company has recorded deferred revenue in connection with a Joint Operating Agreement (as subsequently amended, the “JOA”) between the Company and European Wellness/BIO PEP USA (“BIO PEP”). Pursuant to this JOA, which expired in accordance with its terms on July 31, 2023 and has not been renewed, the Company was obligated to use its best efforts to identify, develop and deliver various potential active pharmaceutical ingredients and to oversee the development of a recombinant cell line by a third-party service provider. The Company was also engaged to establish a Quality Management System to be utilized by BIO PEP in their pursuit of FDA authorizations. Prior to its expiration, our work under the JOA had been suspended since April 2023 pending discussions regarding amounts believed to be owed to us under that agreement for work already completed. If those discussions are unsuccessful, we may not be able to collect all of the amounts believed to be owed to us or the other amounts originally expected to be received by us under the agreement. The Company records as deferred revenue amounts for which the Company has been paid but for which it has not yet achieved and delivered related milestones or when the level of effort required to complete performance obligations under an arrangement cannot be reasonably estimated under the terms of the related agreement. Deferred revenue is classified as current or long-term based on when management estimates the revenue will be recognized. As of April 30, 2024, the Company has net deferred $ 525,387 685,005 159,618 The table below summarizes Deferred Revenues as of April 30, 2024: SUMMARY OF DEFERRED REVENUES October 31, Other Project Net Revenue April 30, Deferred Revenue $ 525,387 $ - $ - $ 525,387 Total $ 525,387 $ - $ - $ 525,387 The table below summarizes Deferred Revenues as of April 30, 2023: October 31, Revenue Recognized Revenue April 30, Deferred Revenue $ 650,000 $ - $ 189,970 $ 839,970 Total $ 650,000 $ - $ 189,970 $ 839,970 During the three months ended April 30, 2024 and 2023, the Company recognized as revenue $ 0 0 0 50,147 As of July 31, 2023, upon the expiration of the European Wellness Agreement, the Company recognized $ 250,000 58,254 |
Accounts Receivable | Accounts Receivable Accounts receivable consists of amounts due from customers. The Company considers accounts more than 30 days old to be past due. The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. The Company generally does not require collateral for its accounts receivable. As of April 30, 2024 and October 31, 2023, total accounts receivable amounted to $ 157,105 119,671 975 975 As of April 30, 2024, two customers accounted for 50 26 39 35 |
Basic Loss Per Share | Basic Loss Per Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share takes into consideration shares of common stock outstanding (computed under basic income or loss per share) and potentially dilutive shares of common stock that are not anti-dilutive. For the six months ended April 30, 2024 and 2023, the following number of potentially dilutive shares have been excluded from diluted net loss since such inclusion would be anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED EARNINGS PER SHARE April 30, 2024 April 30, 2023 Stock options outstanding 1,112,923 1,124,077 Shares to be issued in connection with exercise of warrants 411,377 477,533 2021 Series Convertible Notes Payable - Related Party – common shares 18,462 18,462 2022 Series Convertible Notes Payable - common shares 7,692 7,692 2023 Series Convertible Notes Payable – Stock Settlement 29,826 12,606 2023 Series Convertible Notes Payable – Stock Settled – warrants issuable 3,076 3,076 2023 Series B Convertible Notes Payable – Stock Settled 94,522 24,098 2023 Series B Convertible Notes Payable - Stock Settled - warrants issuable 39,881 23,930 2024 Series Senior Secured convertible notes payable – stock settled 264,583 - 2024 Series Senior Secured convertible notes payable – stock settled – warrants issuable 264,583 - Total 2,246,925 1,691,474 Anti-dilutive shares 2,246,925 1,691,474 |
Inventory | Inventory Inventories, consisting of raw materials and finished goods, are stated at the lower of cost (using the specific identification method) or market. Inventories consisted of the following at the balance sheet dates: SCHEDULE OF INVENTORIES April 30, 2024 October 31, 2023 Raw materials $ 11,736 $ 18,856 Finished goods 169,958 151,896 Total inventory $ 181,694 $ 170,752 The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. During the six months ended April 30, 2024 and 2023, the Company did not record any impairment expense. |
Patents | Patents Costs related to filing and pursuing patent applications (including direct application fees, and the legal and consulting expenses related to making such applications) are capitalized as incurred and will not be amortized until a patent is granted at which time they will be amortized. Capitalized patent costs recorded as of April 30, 2024 and October 31, 2023 were $ 82,811 82,325 |
Recent Accounting Standards | Recent Accounting Standards On August 5, 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, “Debt – Debt With Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40),” which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. The ASU is part of the FASB’s simplification initiative, which aims to reduce unnecessary complexity in GAAP. This ASU is effective for fiscal years beginning after December 31, 2023. The Company is evaluating the impact the adoption will have on the financial statements. |
NATURE OF ORGANIZATION AND SU_3
NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Apr. 30, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF DISAGGREGATION OF REVENUE | The following table summarizes the Company’s revenue for the reporting periods, disaggregated by product or service type: SCHEDULE OF DISAGGREGATION OF REVENUE Three Months Three Months Revenues: Research and development products $ 156,612 $ 80,128 AlloRx Stem Cells to Foreign Third-Party Clinics 378,382 164,830 InfiniVive products 34,892 45,850 Fitore products 3,051 17,035 Total $ 572,937 $ 307,843 Total Revenues $ 572,937 $ 307,843 Six Months Six Months Revenues: Research and development products $ 271,166 $ 155,211 AlloRx Stem Cells to Foreign Third-Party Clinics 655,423 313,113 Consulting revenue - 25,000 InfiniVive products 60,822 120,900 Fitore products 9,736 37,650 Total $ 997,147 $ 651,874 Total Revenues $ 997,147 $ 651,874 |
SUMMARY OF DEFERRED REVENUES | The table below summarizes Deferred Revenues as of April 30, 2024: SUMMARY OF DEFERRED REVENUES October 31, Other Project Net Revenue April 30, Deferred Revenue $ 525,387 $ - $ - $ 525,387 Total $ 525,387 $ - $ - $ 525,387 The table below summarizes Deferred Revenues as of April 30, 2023: October 31, Revenue Recognized Revenue April 30, Deferred Revenue $ 650,000 $ - $ 189,970 $ 839,970 Total $ 650,000 $ - $ 189,970 $ 839,970 |
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED EARNINGS PER SHARE | SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED EARNINGS PER SHARE April 30, 2024 April 30, 2023 Stock options outstanding 1,112,923 1,124,077 Shares to be issued in connection with exercise of warrants 411,377 477,533 2021 Series Convertible Notes Payable - Related Party – common shares 18,462 18,462 2022 Series Convertible Notes Payable - common shares 7,692 7,692 2023 Series Convertible Notes Payable – Stock Settlement 29,826 12,606 2023 Series Convertible Notes Payable – Stock Settled – warrants issuable 3,076 3,076 2023 Series B Convertible Notes Payable – Stock Settled 94,522 24,098 2023 Series B Convertible Notes Payable - Stock Settled - warrants issuable 39,881 23,930 2024 Series Senior Secured convertible notes payable – stock settled 264,583 - 2024 Series Senior Secured convertible notes payable – stock settled – warrants issuable 264,583 - Total 2,246,925 1,691,474 Anti-dilutive shares 2,246,925 1,691,474 |
SCHEDULE OF INVENTORIES | Inventories, consisting of raw materials and finished goods, are stated at the lower of cost (using the specific identification method) or market. Inventories consisted of the following at the balance sheet dates: SCHEDULE OF INVENTORIES April 30, 2024 October 31, 2023 Raw materials $ 11,736 $ 18,856 Finished goods 169,958 151,896 Total inventory $ 181,694 $ 170,752 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 6 Months Ended |
Apr. 30, 2024 | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
SCHEDULE OF FAIR VALUE ON FINANCIAL LIABILITIES | As of April 30, 2024, the estimated fair values of the Company’s financial liabilities are presented in the following table: SCHEDULE OF FAIR VALUE ON FINANCIAL LIABILITIES April 30, 2024 2023 Series Convertible Notes Payable - Stock Settled - Derivative/Warrant Liability $ 32,738 2023 Series B Convertible Notes Payable – Stock Settled – Derivative/Warrant Liability 424,414 2024 Series Senior Secured convertible notes payable – stock settled – Derivative/Warrant Liability 2,861,775 Total $ 3,318,927 |
SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON RECURRING BASIS | The following table presents a roll forward of the fair value of the derivative liabilities associated with the Company’s warrants included with its 2023 Series and 2024 Series Convertible Notes Payable, categorized as Level 3: SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON RECURRING BASIS Six Months Ended Year Ended October 31, 2023 Beginning Balance $ 893,263 $ - Additions 2,890,037 996,598 Total (gains) or losses (unrealized) (464,373 ) (103,335 ) Ending Balance $ 3,318,927 $ 893,263 |
SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON WARRANTS GRANTED | The fair value of the warrants granted in connection with the two tranches of 2023 Series Convertible Notes Payable-Stock Settled during the periods presented was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON WARRANTS GRANTED April 30, 2024 October 31, 2023 Risk-free interest rate - % 3.60 3.93 % Dividend yield - % 0.00 % Volatility factor - % 161.52 200.29 % Weighted average expected life (years) - 2.5 |
2024 Series Senior Secured Convertible Notes Payable [Member] | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON WARRANTS GRANTED | The fair value of the warrants granted in connection with the 2024 Series Senior Secured convertible notes payable - stock settled during the periods presented was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON WARRANTS GRANTED April 30, 2024 October 31, 2023 Risk-free interest rate 3.99 4.61 % - % Dividend yield 0.00 % - % Volatility factor 132.32 135.58 % - % Weighted average expected life (years) 2.5 - |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Apr. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | The following is a summary of property and equipment, less accumulated depreciation at the balance sheet dates: SCHEDULE OF PROPERTY AND EQUIPMENT April 30, 2024 October 31, 2023 Leasehold improvements $ 12,840 $ 12,840 Property and equipment 1,046,925 1,046,925 Total cost 1,059,765 1,059,765 Less accumulated depreciation (831,136 ) (739,351 ) Net property and equipment $ 228,629 $ 320,414 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Apr. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL | The following table sets forth the carrying amounts of intangible assets and goodwill including accumulated amortization as of April 30, 2024: SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL Remaining Cost Accumulated Net Carrying Trademarks and tradenames 12.25 $ 693,330 $ (403,062 ) $ 290,268 Patents, know-how and unpatented technology 12.25 710,060 (370,508 ) 339,552 Customer relationships 0.25 114,536 (110,439 ) 4,197 Total 1,517,926 (884,009 ) 633,917 Remaining Useful Life Cost Impairment Net Carrying Value Goodwill Indefinite $ 4,523,040 $ (914,091 ) $ 3,608,949 |
SCHEDULE OF FUTURE AMORTIZATION EXPENSE | The table below presents anticipated future amortization expense related to the Company’s intangible assets for each of the succeeding five fiscal years ending October 31; SCHEDULE OF FUTURE AMORTIZATION EXPENSE 2024 $ 63,697 2025 51,416 2026 51,416 2027 51,416 2028 51,416 Total $ 269,361 |
LEASE OBLIGATIONS (Tables)
LEASE OBLIGATIONS (Tables) | 6 Months Ended |
Apr. 30, 2024 | |
Lease Obligations | |
SCHEDULE OF BALANCE SHEET RELATED TO LEASES | The following table shows the classification and location of the Company’s leases in the Consolidated Balance Sheets: SCHEDULE OF BALANCE SHEET RELATED TO LEASES Leases Balance Sheet Location April 30, 2024 October 31, 2023 Assets Noncurrent: Operating Right-of-use asset – operating lease $ 409,900 $ 476,241 Finance Property and equipment, net 15,500 33,294 Total Lease Assets $ 425,400 $ 509,535 Liabilities Current: Operating Operating lease liabilities $ 124,771 $ 130,150 Finance Finance lease liabilities 35,269 61,832 Noncurrent: Operating Operating lease liabilities 285,129 346,091 Finance Finance lease liabilities 10,322 17,123 Total Lease Liabilities $ 455,491 $ 555,196 |
SCHEDULE OF OPERATIONS RELATED TO LEASES | The following table shows the classification and location and the Company’s lease costs in the Consolidated Statements of Operations: SCHEDULE OF OPERATIONS RELATED TO LEASES Location 2024 2023 Statements of Operations Six Months Ended April 30, Location 2024 2023 Operating lease expense General and administrative expense $ 109,051 $ 102,517 Finance lease expense: Interest on lease liability Interest expense 3,996 5,800 Total Lease expense $ 113,047 $ 108,317 |
SCHEDULE OF MINIMUM CONTRACTUAL OBLIGATIONS OF LEASES | Minimum remaining contractual obligations for the Company’s leases (undiscounted) as of April 30, 2024,were as follows: SCHEDULE OF MINIMUM CONTRACTUAL OBLIGATIONS OF LEASES Operating Finance Fiscal year 2024 $ 81,018 $ 35,270 Fiscal year 2025 163,902 12,803 Fiscal year 2026 166,760 5,150 Fiscal year 2027 84,609 - Fiscal year 2028 67,734 - Thereafter 112,890 - Total Lease Payments $ 676,909 $ 53,223 Less Imputed interest (267,009 ) (7,632 ) Total lease liability $ 409,900 $ 45,591 |
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES | The following table shows the weighted average remaining lease term and the weighted average discount rate for the Company’s leases as of the dates indicated: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES April 30, 2024 October 31, 2023 Operating Finance Operating Finance Weighted-average remaining lease term (in years) 4.3 1.12 4.9 1.41 Weighted-average discount rate (1) 10.00 % 7.29 % 10.00 % 7.49 % (1) The discount rate used for the operating lease is based on the Company’s incremental borrowing rate at lease commencement and may be adjusted if modification to lease terms or lease reassessments occur. The discount rate used for finance leases is based on the rates implicit in the leases. |
SCHEDULE OF CASH FLOW INFORMATION RELATED TO LEASES | The following table includes other quantitative information for the Company’s leases for the periods indicated: SCHEDULE OF CASH FLOW INFORMATION RELATED TO LEASES 2024 2023 Six Months Ended April 30, 2024 2023 Cash paid for amounts included in measurement of lease liabilities Cash payments for operating leases $ 108,248 $ 51,258 Cash payments for finance leases $ 33,364 $ 30,881 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Apr. 30, 2024 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF OUTSTANDING DEBT INSTRUMENTS | The table below presents outstanding debt instruments as of April 30, 2024 and October 31, 2023: SCHEDULE OF OUTSTANDING DEBT INSTRUMENTS April 30, 2024 October 31, 2023 Short Term 2021 Series convertible notes – related party $ 480,000 $ 480,000 2024 Series Senior Secured convertible notes 3,968,750 - Discount 2024 Series Senior Secured convertible notes (1,537,682 ) - Total Short-Term Debt 2,911,068 480,000 Long Term Unsecured 6% note payable – related party $ 767,288 $ 767,288 Unsecured 4% note payable – related party 1,221,958 1,221,958 2022 Series convertible notes 200,000 200,000 2023 Series convertible notes – stock settled 405,000 405,000 Discount 2023 Series convertible notes (58,317 ) (64,285 ) 2023 Series B convertible notes – stock settled 1,312,600 1,312,600 Discount 2023 Series B convertible notes (853,035 ) (891,582 ) Total Long-Term Debt 2,995,494 2,950,979 Total Debt $ 5,906,562 $ 3,430,979 |
SCHEDULE OF FUTURE MATURITIES OUTSTANDING DEBT OBLIGATIONS | The table below presents the future maturities of outstanding debt obligations as of April 30, 2024: SCHEDULE OF FUTURE MATURITIES OUTSTANDING DEBT OBLIGATIONS Fiscal year 2024 $ 4,448,750 Fiscal year 2025 - Fiscal year 2026 1,989,246 Fiscal year 2027 200,000 Fiscal year 2028 1,717,600 Total $ 8,355,596 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 6 Months Ended |
Apr. 30, 2024 | |
Equity [Abstract] | |
SCHEDULE OF OPTION ACTiVITY | The table below presents option activity for the six months ended April 30, 2024: SCHEDULE OF OPTION ACTiVITY Number of Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (in years) Aggregate intrinsic value Balance at October 31, 2023 1,112,923 10.84 6.64 16,889,060 Options exercised - - - - Options granted - - - - Options expired - - - - Options forfeited - - - - Balance at April 30, 2024 1,112,923 $ 10.84 6.14 $ 6,895,368 |
SCHEDULE OF COMMON STOCK UNDERLYING OUTSTANDING WARRANTS | A summary of the Company’s common stock underlying the outstanding warrants as of April 30, 2024, is as follows: SCHEDULE OF COMMON STOCK UNDERLYING OUTSTANDING WARRANTS Underlying Number of Average Weighted Outstanding at October 31, 2023 444,454 20.56 1.65 Warrants A – Granted during the period - - - Warrants B – Granted during the period - - - Warrants A – Expired during the period (33,077 ) 13.00 - Warrants B – Expired during the period - - - Outstanding at April 30, 2024 411,377 $ 21.27 1.26 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total Revenues | $ 572,937 | $ 307,843 | $ 997,147 | $ 651,874 |
Research and Development Products [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total Revenues | 156,612 | 80,128 | 271,166 | 155,211 |
AlloRx Stem Cells to Foreign Third Party Clinics [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total Revenues | 378,382 | 164,830 | 655,423 | 313,113 |
InfiniVive Products [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total Revenues | 34,892 | 45,850 | 60,822 | 120,900 |
Fitore Products [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total Revenues | $ 3,051 | 17,035 | 9,736 | 37,650 |
Consulting Revenue [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Total Revenues | $ 25,000 | $ 25,000 |
SUMMARY OF DEFERRED REVENUES (D
SUMMARY OF DEFERRED REVENUES (Details) - USD ($) | 6 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Regulatory Liability [Line Items] | ||
Deferred Revenue Beginning | $ 525,387 | $ 650,000 |
Other Project Income Recognized | ||
Revenue Deferred | 189,970 | |
Deferred Revenue Ending | 525,387 | 839,970 |
Deferred Revenue [Member] | ||
Regulatory Liability [Line Items] | ||
Deferred Revenue Beginning | 525,387 | 650,000 |
Other Project Income Recognized | ||
Revenue Deferred | 189,970 | |
Deferred Revenue Ending | $ 525,387 | $ 839,970 |
SCHEDULE OF ANTI-DILUTIVE SECUR
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED EARNINGS PER SHARE (Details) - shares | 6 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 2,246,925 | 1,691,474 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 1,112,923 | 1,124,077 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 411,377 | 477,533 |
2021 Series Convertible Notes Payable - Related Party common shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 18,462 | 18,462 |
2022 Series Convertible Notes Payable - common shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 7,692 | 7,692 |
2023 Series Convertible Notes Payable Stock Settlement [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 29,826 | 12,606 |
2023 Series Convertible Notes Payable Stock Settled warrants issuable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 3,076 | 3,076 |
2023 Series B Convertible Notes Payable Stock Settled [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 94,522 | 24,098 |
2023 Series B Convertible Notes Payable - Stock Settled - warrants issuable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 39,881 | 23,930 |
2024 Series Senior Secured convertible notes payable stock settled [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 264,583 | |
2024 Series Senior Secured convertible notes payable stock settled warrants issuable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 264,583 |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Apr. 30, 2024 | Oct. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 11,736 | $ 18,856 |
Finished goods | 169,958 | 151,896 |
Total inventory | $ 181,694 | $ 170,752 |
NATURE OF ORGANIZATION AND SU_4
NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | Oct. 31, 2023 | Jul. 31, 2023 | |
Product Information [Line Items] | ||||||
Revenue | $ 572,937 | $ 307,843 | $ 997,147 | $ 651,874 | ||
Deferred offering costs | 2,656,962 | 0 | 2,656,962 | 0 | ||
Deferred revenue current | 525,387 | 525,387 | $ 525,387 | |||
Composed of deferred revenue | 685,005 | 685,005 | ||||
Prepaid project cost | 159,618 | 159,618 | ||||
Revenue recognized | ||||||
Accounts receivables, related parties | 157,105 | 157,105 | 119,671 | |||
Allowance for doubtful accounts receivable | 975 | 975 | 975 | |||
Capitalized patent costs | 82,811 | 82,811 | $ 82,325 | |||
European Wellness Agreement [Member] | ||||||
Product Information [Line Items] | ||||||
Deferred revenue current | $ 250,000 | |||||
Project related expenses | $ 58,254 | |||||
Selling, General and Administrative Expenses [Member] | Joint Operating Agreement [Member] | ||||||
Product Information [Line Items] | ||||||
Expenses related to JOA | $ 0 | 50,147 | ||||
Consulting Revenue [Member] | ||||||
Product Information [Line Items] | ||||||
Revenue | $ 25,000 | $ 25,000 | ||||
Total revenue percentage | 4% | |||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk percentage | 45% | |||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | No Customer [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk percentage | 10% | 10% | ||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Zamora [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk percentage | 2% | 3% | ||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Dr Jack Zamora [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk percentage | 30% | |||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk percentage | 38% | |||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk percentage | 25% | |||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk percentage | 11% | |||||
Accounts Receivables [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk percentage | 50% | 39% | ||||
Accounts Receivables [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk percentage | 26% | 35% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Apr. 30, 2024 | Jan. 31, 2024 | Apr. 30, 2023 | Jan. 31, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | Oct. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Net loss | $ 3,118,919 | $ 4,569,186 | $ 1,414,700 | $ 1,190,125 | $ 7,688,105 | $ 2,604,825 | $ 5,400,000 |
Working capital deficit | $ 8,300,000 | $ 8,300,000 |
SCHEDULE OF FAIR VALUE ON FINAN
SCHEDULE OF FAIR VALUE ON FINANCIAL LIABILITIES (Details) | Apr. 30, 2024 USD ($) |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
Financial liabilities, fair values | $ 3,318,927 |
2023 Series Convertible Notes Payable [Member] | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
Financial liabilities, fair values | 32,738 |
2023 Series B Convertible Notes Payable [Member] | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
Financial liabilities, fair values | 424,414 |
2024 Series Senior Secured Convertible Notes Payable [Member] | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
Financial liabilities, fair values | $ 2,861,775 |
SCHEDULE OF FAIR VALUE DERIVATI
SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON RECURRING BASIS (Details) - Derivative [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Apr. 30, 2024 | Oct. 31, 2023 | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Beginning Balance | $ 893,263 | |
Additions | 2,890,037 | 996,598 |
Total (gains) or losses (unrealized) | (464,373) | (103,335) |
Ending Balance | $ 3,318,927 | $ 893,263 |
SCHEDULE OF FAIR VALUE DERIVA_2
SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON WARRANTS GRANTED (Details) | 6 Months Ended | 12 Months Ended |
Apr. 30, 2024 | Oct. 31, 2023 | |
Measurement Input, Risk Free Interest Rate [Member] | 2023 Series Convertible Notes Payable [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | ||
Measurement Input, Risk Free Interest Rate [Member] | 2023 Series Convertible Notes Payable [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 3.60 | |
Measurement Input, Risk Free Interest Rate [Member] | 2023 Series Convertible Notes Payable [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 3.93 | |
Measurement Input, Risk Free Interest Rate [Member] | 2024 Series Senior Secured Convertible Notes Payable [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | ||
Measurement Input, Risk Free Interest Rate [Member] | 2024 Series Senior Secured Convertible Notes Payable [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 3.99 | |
Measurement Input, Risk Free Interest Rate [Member] | 2024 Series Senior Secured Convertible Notes Payable [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 4.61 | |
Measurement Input, Expected Dividend Payment [Member] | 2023 Series Convertible Notes Payable [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0 | |
Measurement Input, Expected Dividend Payment [Member] | 2024 Series Senior Secured Convertible Notes Payable [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 0 | |
Measurement Input, Option Volatility [Member] | 2023 Series Convertible Notes Payable [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | ||
Measurement Input, Option Volatility [Member] | 2023 Series Convertible Notes Payable [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 161.52 | |
Measurement Input, Option Volatility [Member] | 2023 Series Convertible Notes Payable [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 200.29 | |
Measurement Input, Option Volatility [Member] | 2024 Series Senior Secured Convertible Notes Payable [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | ||
Measurement Input, Option Volatility [Member] | 2024 Series Senior Secured Convertible Notes Payable [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 132.32 | |
Measurement Input, Option Volatility [Member] | 2024 Series Senior Secured Convertible Notes Payable [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, measurement input | 135.58 | |
Measurement Input, Expected Term [Member] | 2023 Series Convertible Notes Payable [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, weighted average expected life | 2 years 6 months | |
Measurement Input, Expected Term [Member] | 2024 Series Senior Secured Convertible Notes Payable [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability, weighted average expected life | 2 years 6 months |
FAIR VALUE MEASUREMENT (Details
FAIR VALUE MEASUREMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Unrealized (gain) loss derivative warrant liability | $ 464,374 | $ 707 | ||
2023 Series Convertible Notes Payable [Member] | ||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Unrealized (gain) loss derivative warrant liability | $ 1,923 | $ (656) | (436,111) | $ (707) |
2024 Series Senior Secured Convertible Notes Payable [Member] | ||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||
Gain on derivative warrant liability | $ 10,951 | |||
Loss on derivative warrant liability | $ (28,262) |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Apr. 30, 2024 | Oct. 31, 2023 |
Property, Plant and Equipment [Abstract] | ||
Leasehold improvements | $ 12,840 | $ 12,840 |
Property and equipment | 1,046,925 | 1,046,925 |
Total cost | 1,059,765 | 1,059,765 |
Less accumulated depreciation | (831,136) | (739,351) |
Net property and equipment | $ 228,629 | $ 320,414 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 48,241 | $ 39,675 | $ 91,785 | $ 78,039 |
SCHEDULE OF INTANGIBLE ASSETS A
SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) | 6 Months Ended | |
Apr. 30, 2024 | Oct. 31, 2023 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 1,517,926 | |
Accumulated Amortization | (884,009) | |
Net Carrying Value | 633,917 | $ 667,813 |
Net Carrying Value | $ 3,608,949 | $ 3,608,949 |
Goodwill [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life | Indefinite | |
Cost | $ 4,523,040 | |
Impairment | (914,091) | |
Net Carrying Value | $ 3,608,949 | |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life | 12 years 3 months | |
Cost | $ 693,330 | |
Accumulated Amortization | (403,062) | |
Net Carrying Value | $ 290,268 | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life | 12 years 3 months | |
Cost | $ 710,060 | |
Accumulated Amortization | (370,508) | |
Net Carrying Value | $ 339,552 | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life | 3 months | |
Cost | $ 114,536 | |
Accumulated Amortization | (110,439) | |
Net Carrying Value | $ 4,197 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION EXPENSE (Details) | Apr. 30, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 63,697 |
2025 | 51,416 |
2026 | 51,416 |
2027 | 51,416 |
2028 | 51,416 |
Total | $ 269,361 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 16,948 | $ 32,934 | $ 33,896 | $ 65,868 |
SCHEDULE OF BALANCE SHEET RELAT
SCHEDULE OF BALANCE SHEET RELATED TO LEASES (Details) - USD ($) | Apr. 30, 2024 | Oct. 31, 2023 | May 31, 2023 |
Lease Obligations | |||
Operating | $ 409,900 | $ 476,241 | $ 271,396 |
Finance | 15,500 | 33,294 | |
Total Lease Assets | 425,400 | 509,535 | |
Operating | 124,771 | 130,150 | |
Finance | 35,269 | 61,832 | |
Operating | 285,129 | 346,091 | |
Finance | 10,322 | 17,123 | |
Total Lease Liabilities | $ 455,491 | $ 555,196 |
SCHEDULE OF OPERATIONS RELATED
SCHEDULE OF OPERATIONS RELATED TO LEASES (Details) - USD ($) | 6 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Lease Obligations | ||
Operating lease expense | $ 109,051 | $ 102,517 |
Interest on lease liability | 3,996 | 5,800 |
Total Lease expense | $ 113,047 | $ 108,317 |
SCHEDULE OF MINIMUM CONTRACTUAL
SCHEDULE OF MINIMUM CONTRACTUAL OBLIGATIONS OF LEASES (Details) - USD ($) | Apr. 30, 2024 | May 31, 2023 |
Lease Obligations | ||
Operating lease, 2024 | $ 81,018 | |
Finance lease 2024 | 35,270 | |
Operating lease, 2025 | 163,902 | |
Finance lease, 2025 | 12,803 | |
Operating lease, 2026 | 166,760 | |
Finance lease, 2026 | 5,150 | |
Operating lease, 2027 | 84,609 | |
Finance lease, 2027 | ||
Operating lease, 2028 | 67,734 | |
Operating lease, 2028 | ||
Operating lease, thereafter | 112,890 | |
Finance lease, thereafter | ||
Operating lease, total lease payments | 676,909 | |
Finance lease, total lease payments | 53,223 | |
Operating lease, less imputed interest | (267,009) | |
Finance lease, less imputed interest | (7,632) | |
Operating lease, total lease liability | 409,900 | $ 271,396 |
Finance lease, total lease liability | $ 45,591 |
SCHEDULE OF OTHER INFORMATION R
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES (Details) | Apr. 30, 2024 | Oct. 31, 2023 | |
Lease Obligations | |||
Weighted-average remaining lease term, operating leases | 4 years 3 months 18 days | 4 years 10 months 24 days | |
Weighted-average remaining lease term, finance leases | 1 year 1 month 13 days | 1 year 4 months 28 days | |
Weighted-average discount rate, operating lease | [1] | 10% | 10% |
Weighted-average discount rate, finance leases | [1] | 7.29% | 7.49% |
[1]The discount rate used for the operating lease is based on the Company’s incremental borrowing rate at lease commencement and may be adjusted if modification to lease terms or lease reassessments occur. The discount rate used for finance leases is based on the rates implicit in the leases. |
SCHEDULE OF CASH FLOW INFORMATI
SCHEDULE OF CASH FLOW INFORMATION RELATED TO LEASES (Details) - USD ($) | 6 Months Ended | |
Apr. 30, 2024 | Apr. 30, 2023 | |
Lease Obligations | ||
Cash payments for operating leases | $ 108,248 | $ 51,258 |
Cash payments for finance leases | $ 33,364 | $ 30,881 |
LEASE OBLIGATIONS (Details Narr
LEASE OBLIGATIONS (Details Narrative) | 3 Months Ended | 6 Months Ended | ||||
Apr. 30, 2024 USD ($) | Apr. 30, 2023 USD ($) | Apr. 30, 2024 USD ($) | Apr. 30, 2023 USD ($) | Oct. 31, 2023 USD ($) | May 31, 2023 USD ($) ft² | |
Lease Obligations | ||||||
Lessee operating lease renewal term | 5 years | 5 years | ||||
Area of land | ft² | 2,978 | |||||
Operating lease right of use asset | $ 409,900 | $ 409,900 | $ 476,241 | $ 271,396 | ||
Operating lease liability | 409,900 | 409,900 | $ 271,396 | |||
Amortization expense | $ 32,734 | $ 12,674 | $ 66,341 | $ 25,687 |
SCHEDULE OF OUTSTANDING DEBT IN
SCHEDULE OF OUTSTANDING DEBT INSTRUMENTS (Details) - USD ($) | Apr. 30, 2024 | Oct. 31, 2023 |
Short Term | ||
2021 Series convertible notes – related party | $ 480,000 | $ 480,000 |
2024 Series Senior Secured convertible notes | 3,968,750 | |
Discount 2024 Series Senior Secured convertible notes | (1,537,682) | |
Total Short-Term Debt | 2,911,068 | 480,000 |
Long Term | ||
Unsecured 6% note payable – related party | 767,288 | 767,288 |
Unsecured 4% note payable – related party | 1,221,958 | 1,221,958 |
2022 Series convertible notes | 200,000 | 200,000 |
2023 Series convertible notes – stock settled | 405,000 | 405,000 |
Discount 2023 Series convertible notes | (58,317) | (64,285) |
2023 Series B convertible notes – stock settled | 1,312,600 | 1,312,600 |
Discount 2023 Series B convertible notes | (853,035) | (891,582) |
Total Long-Term Debt | 2,995,494 | 2,950,979 |
Total Debt | $ 5,906,562 | $ 3,430,979 |
SCHEDULE OF FUTURE MATURITIES O
SCHEDULE OF FUTURE MATURITIES OUTSTANDING DEBT OBLIGATIONS (Details) | Apr. 30, 2024 USD ($) |
Debt Disclosure [Abstract] | |
Fiscal year 2024 | $ 4,448,750 |
Fiscal year 2025 | |
Fiscal year 2026 | 1,989,246 |
Fiscal year 2027 | 200,000 |
Fiscal year 2028 | 1,717,600 |
Total | $ 8,355,596 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||
Apr. 11, 2024 | Jan. 10, 2024 | Nov. 16, 2023 | Jan. 06, 2023 | Jul. 31, 2023 | Jun. 30, 2023 | Apr. 30, 2023 | Mar. 31, 2023 | Jan. 31, 2023 | Jul. 30, 2022 | Jun. 30, 2022 | Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | Oct. 31, 2023 | Jan. 31, 2024 | Jul. 31, 2022 | |
Debt Instrument [Line Items] | ||||||||||||||||||
Interest expense | $ 2,160,299 | $ 56,937 | $ 2,331,928 | $ 96,630 | ||||||||||||||
Inception of stock settled debt | $ 175,000 | $ 262,533 | $ 135,000 | |||||||||||||||
Warrant liability value | 2,861,775 | 2,861,775 | ||||||||||||||||
Warrant liability | 457,152 | 457,152 | 893,263 | |||||||||||||||
Accretion expense | $ 2,190,620 | $ 6,279 | ||||||||||||||||
Number of shares, exercised | ||||||||||||||||||
January 2023 Notes [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Accrued interest | 42,396 | $ 42,396 | 26,240 | |||||||||||||||
Beneficial conversion feature | 135,000 | |||||||||||||||||
Debt discount | 208,213 | 208,213 | ||||||||||||||||
Fair value of warrant | $ 73,213 | $ 73,213 | ||||||||||||||||
Effective interest rate | 13% | 13% | 13% | 13% | 13% | |||||||||||||
Accretion expense | $ 2,999 | $ 2,611 | $ 5,968 | $ 3,269 | ||||||||||||||
Fair value of the warrant liability | 138 | 136 | 31,231 | 187 | ||||||||||||||
Interest expense, debt | 7,989 | $ 7,900 | 16,156 | $ 9,907 | ||||||||||||||
March 2023 Notes [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Accrued interest | 68,732 | 68,732 | 37,314 | |||||||||||||||
Beneficial conversion feature | 262,533 | |||||||||||||||||
Debt discount | 831,108 | 831,108 | ||||||||||||||||
Fair value of warrant | $ 568,574 | $ 568,574 | ||||||||||||||||
Effective interest rate | 44.60% | 44.60% | 44.60% | 44.60% | 44.60% | |||||||||||||
Accretion expense | $ 12,217 | $ 3,111 | $ 23,443 | $ 3,111 | ||||||||||||||
Fair value of the warrant liability | 1,071 | 520 | 242,940 | 520 | ||||||||||||||
Interest expense, debt | 15,536 | 5,552 | 31,418 | 5,552 | ||||||||||||||
June 2023 Notes [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Accrued interest | 36,493 | 36,493 | 15,551 | |||||||||||||||
Beneficial conversion feature | 175,000 | |||||||||||||||||
Debt discount | 529,810 | 529,810 | ||||||||||||||||
Fair value of warrant | $ 354,810 | $ 354,810 | ||||||||||||||||
Effective interest rate | 39.50% | 39.50% | ||||||||||||||||
Accretion expense | $ 7,826 | $ 15,104 | ||||||||||||||||
Fair value of the warrant liability | 714 | 161,940 | ||||||||||||||||
Interest expense, debt | 10,356 | 20,942 | ||||||||||||||||
2024 Series Senior Secured Convertible [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Accrued interest | 0 | 0 | 0 | |||||||||||||||
Purchase price | $ 175,000 | $ 1,000,000 | $ 2,000,000 | |||||||||||||||
Interest expense, debt | $ 0 | $ 0 | ||||||||||||||||
Principal amount | $ 218,750 | $ 1,250,000 | $ 2,500,000 | |||||||||||||||
Discount rate | 20% | 20% | 20% | |||||||||||||||
Share price | $ 15 | $ 15 | ||||||||||||||||
2024 January Senior Secured Convertible Notes [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Beneficial conversion feature | $ 2,500,005 | |||||||||||||||||
Debt discount | $ 5,232,309 | 5,232,309 | ||||||||||||||||
Fair value of warrant | 3,482,304 | 3,482,304 | ||||||||||||||||
Effective interest rate | 624% | 659% | ||||||||||||||||
Accretion expense | 2,021,452 | 2,099,406 | ||||||||||||||||
Fair value of the warrant liability | 10,949 | 28,264 | ||||||||||||||||
Debt issuance discount | 750,000 | |||||||||||||||||
2024 April Senior Secured Convertible Notes [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Beneficial conversion feature | 145,840 | |||||||||||||||||
Debt discount | 303,573 | 303,573 | ||||||||||||||||
Fair value of warrant | $ 201,483 | $ 201,483 | ||||||||||||||||
Effective interest rate | 5.039% | 5.039% | ||||||||||||||||
Accretion expense | $ 46,698 | $ 46,698 | ||||||||||||||||
Fair value of the warrant liability | $ 2 | 2 | ||||||||||||||||
Debt issuance discount | $ 43,750 | |||||||||||||||||
January 2023 Notes and January 2023 Warrants [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Beneficial conversion feature | 135,000 | |||||||||||||||||
Warrant liability | 73,213 | |||||||||||||||||
Debt discount | 208,213 | |||||||||||||||||
March 2023 Notes and March 2023 Warrants [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Beneficial conversion feature | 262,533 | |||||||||||||||||
Warrant liability | 568,574 | |||||||||||||||||
Debt discount | 831,108 | |||||||||||||||||
June 2023 Warrants [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Beneficial conversion feature | 175,000 | |||||||||||||||||
Warrant liability | 354,180 | |||||||||||||||||
Debt discount | 529,810 | |||||||||||||||||
2024 January Senior Secured Convertible Notes [Member] | Common Stock [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Stock issued upon conversion | 416,667 | |||||||||||||||||
Stock issued upon conversion, value | $ 2,500,005 | |||||||||||||||||
2024 April Senior Secured Convertible Notes [Member] | Common Stock [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Stock issued upon conversion | 24,306 | |||||||||||||||||
Stock issued upon conversion, value | $ 145,840 | |||||||||||||||||
January 2023 Warrants [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Warrant liability value | $ 73,213 | |||||||||||||||||
March 2023 Warrants [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Warrant liability | 568,574 | |||||||||||||||||
June 2023 Warrants [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Warrant liability | 354,810 | |||||||||||||||||
Series 2024 Warrants [Member] | 2024 Series Senior Secured Convertible [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt conversion, description | The Series 2024 Notes will be convertible, at the option of the investors, into common stock commencing on the maturity date, at a conversion price equal to the product of (x) the Liquidity Event Price (as defined in the Series 2024 Notes) and (y) 0.70 (or 0.60 if the Company has extended the maturity date), provided however, that if no Liquidity Event has occurred by the maturity date then the conversion price will be the amount obtained by dividing (i) $95,000,000 by (ii) the number of shares of common stock outstanding on such date calculated on a fully-diluted basis. In addition, the Company will have the right to effect conversion of the Series 2024 Notes if, at the time (a) a Liquidity Event has occurred and (b) the underlying shares are registered for resale. | |||||||||||||||||
Warrant exercisable and liquidity event description | The Series 2024 Warrants will be exercisable into the number the shares of common stock obtained by dividing 100% of the original principal amount of the Series 2024 Notes by (ii) the Liquidity Event Price (as defined in the Series 2024 Notes); provided, however, that if no Liquidity Event has occurred by the maturity date, then such percentage will be 150%. The Series 2024 Warrants will be exercisable for a period of five years and have an exercise price equal to the Liquidity Event Price provided however, that if no Liquidity Event has occurred by the maturity date then the exercise price will be the amount obtained by dividing (i) $95,000,000 by (ii) the number of shares of common stock outstanding on such date calculated on a fully-diluted basis. | |||||||||||||||||
Exercise price of warrants | $ 15 | $ 15 | ||||||||||||||||
Series 2024 Warrants [Member] | 2024 January Senior Secured Convertible Notes [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Warrant liability value | $ 2,732,304 | |||||||||||||||||
Beneficial conversion feature | $ 2,500,005 | |||||||||||||||||
Warrant liability | $ 2,732,304 | 2,732,304 | ||||||||||||||||
Debt discount | 5,232,309 | $ 5,232,309 | ||||||||||||||||
Number of shares, exercised | 250,000 | |||||||||||||||||
Debt issuance discount | $ 750,000 | |||||||||||||||||
Series 2024 Warrants [Member] | 2024 April Senior Secured Convertible Notes [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Warrant liability value | $ 157,733 | |||||||||||||||||
Beneficial conversion feature | 145,840 | |||||||||||||||||
Warrant liability | 157,733 | 157,733 | ||||||||||||||||
Debt discount | 303,573 | $ 303,573 | ||||||||||||||||
Number of shares, exercised | 14,583 | |||||||||||||||||
Debt issuance discount | $ 43,750 | |||||||||||||||||
Unsecured 6% Note Payable Related Party Debt [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest expense | 11,352 | 11,225 | 22,956 | 22,829 | ||||||||||||||
Accrued interest | 161,068 | 161,068 | 138,112 | |||||||||||||||
Unsecured 4% Note Payable Related Party Debt [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest expense | 12,052 | 11,918 | 24,372 | 24,238 | ||||||||||||||
Accrued interest | 171,007 | 171,007 | 146,635 | |||||||||||||||
2021 Series Convertible Note - Related Party Debt [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest expense | 6,098 | 5,852 | 11,967 | 11,901 | ||||||||||||||
Convertible notes payable | 480,000 | $ 480,000 | 480,000 | |||||||||||||||
Debt instrument, maturity date | Jul. 31, 2024 | |||||||||||||||||
Accrued interest | $ 66,131 | 53,804 | ||||||||||||||||
2022 Series Convertible Notes [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest expense | 2,465 | $ 2,438 | 4,986 | $ 4,959 | ||||||||||||||
Accrued interest | $ 18,192 | $ 18,192 | $ 13,205 | |||||||||||||||
Convertible notes payable | $ 5,000,000 | $ 5,000,000 | ||||||||||||||||
Purchase price | $ 200,000 | $ 200,000 | ||||||||||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 5% | 5% | ||||||||||||||||
2023 Series Convertible Notes Stock Settled [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Purchase price | $ 405,000 | $ 525,000 | $ 525,000 | $ 787,600 | $ 787,600 | |||||||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 8% | 8% | 8% | 8% | 8% |
SCHEDULE OF OPTION ACTiVITY (De
SCHEDULE OF OPTION ACTiVITY (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Apr. 30, 2024 | Oct. 31, 2023 | |
Equity [Abstract] | ||
Number of Shares, Balance | 1,112,923 | |
Weighted Average Exercise Price per Share, Balance | $ 10.84 | |
Weighted Average Remaining Contractual Life (in years) | 6 years 1 month 20 days | 6 years 7 months 20 days |
Aggregate intrinsic value, Balance | $ 16,889,060 | |
Number of Shares, Exercised | ||
Weighted Average Exercise Price per Share, Exercised | ||
Number of Shares, Granted | ||
Weighted Average Exercise Price per Share, Granted | ||
Number of Shares, Expired | ||
Weighted Average Exercise Price per Share, Expired | ||
Number of Shares, Forfeited | ||
Weighted Average Exercise Price per Share, Forfeited | ||
Number of Shares, Balance | 1,112,923 | 1,112,923 |
Weighted Average Exercise Price per Share, Balance | $ 10.84 | $ 10.84 |
Aggregate intrinsic value, Balance | $ 6,895,368 | $ 16,889,060 |
SCHEDULE OF COMMON STOCK UNDERL
SCHEDULE OF COMMON STOCK UNDERLYING OUTSTANDING WARRANTS (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Apr. 30, 2024 | Oct. 31, 2023 | |
Class of Warrant or Right [Line Items] | ||
Underlying number of shares beginning | 444,454 | |
Average exercise price beginning | $ 20.56 | |
Weighted average life ending | 1 year 3 months 3 days | 1 year 7 months 24 days |
Underlying number of shares ending | 411,377 | 444,454 |
Average exercise price ending | $ 21.27 | $ 20.56 |
Warrants A [Member] | ||
Class of Warrant or Right [Line Items] | ||
Underlying number of shares granted | ||
Average exercise price, granted | ||
Underlying number of shares expirations | (33,077) | |
Average exercise price, expired | $ 13 | |
Warrants B [Member] | ||
Class of Warrant or Right [Line Items] | ||
Underlying number of shares granted | ||
Average exercise price, granted | ||
Underlying number of shares expirations | ||
Average exercise price, expired |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Nov. 16, 2023 | Apr. 30, 2024 | Jan. 31, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | Oct. 31, 2023 | |
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | ||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Common stock, shares authorized | 19,230,770 | 19,230,770 | 19,230,770 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Common stock, shares issued | 4,460,535 | 4,460,535 | 4,430,535 | ||||
Common stock, shares outstanding | 4,460,535 | 4,460,535 | 4,430,535 | ||||
Number of shares granted | |||||||
Stock based compensation expense | $ 388,367 | $ 393,510 | $ 772,851 | $ 516,072 | |||
Share based compensation options, exercisable | 862,410 | 862,410 | 831,333 | ||||
Unrecognized compensation expense | $ 2,726,814 | $ 2,726,814 | $ 3,506,561 | ||||
Common Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares granted | 30,000 | ||||||
Common Stock [Member] | Consulting Agreement [Member] | |||||||
Class of Stock [Line Items] | |||||||
Shares granted | 30,000 | ||||||
Shares granted, price per share | $ 15 | ||||||
Consulting expense | $ 450,000 | ||||||
Series A Preferred Stock [Member] | |||||||
Class of Stock [Line Items] | |||||||
Preferred stock, shares authorized | 250,000 | 250,000 | 250,000 | ||||
Preferred stock, shares issued | 0 | 0 | 0 | ||||
Preferred stock, shares outstanding | 0 | 0 | 0 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 6 Months Ended | |
Jul. 06, 2022 | Apr. 30, 2024 | |
Common stock purchase options exercise price | ||
Christopher Furman [Member] | Employment Agreements [Member] | ||
Annual base salary | $ 400,000 | |
Annual bonus percentage | 100% | |
Common stock purchase options | 192,307 | |
Common stock purchase options exercise price | $ 26 | |
Share based compensation, options vested | 38,461 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Dec. 01, 2021 | Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | Oct. 31, 2023 | |
Debt Instrument [Line Items] | ||||||
Rent payable | $ 0 | $ 0 | $ 28,222 | |||
Rent per month | 5,645 | |||||
Interest expense | 2,160,299 | $ 56,937 | 2,331,928 | $ 96,630 | ||
Consulting Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Consulting agreement description | Mr. Evans is paid $200,000 per year for his services, increasing to $250,000 per year upon the Company receiving a financing of $10 million or more. The Consulting Agreement further provides that all prior options granted to Mr. Evans under his prior agreements with the Company, specifically those that were granted on May 1, 2018, November 30, 2020, October 1, 2021, shall survive and continue to vest according to their original terms. | |||||
2021 Series Unsecured Convertible Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible notes payable | 480,000 | 480,000 | 480,000 | |||
Interest expense | 6,098 | $ 5,852 | 11,967 | $ 11,901 | ||
Interest payable current | $ 66,131 | $ 66,131 | $ 53,804 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - Senior Secured Convertible Note [Member] | May 13, 2024 USD ($) |
Subsequent Event [Line Items] | |
Principal amount | $ 375,000 |
Purchase price | $ 300,000 |
Discount rate | 20% |
Note subscription payable | $ 150,000 |