Cover
Cover | 6 Months Ended |
Apr. 30, 2024 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment Description | Amendment No. 11 |
Entity Registrant Name | Vitro Biopharma, Inc. |
Entity Central Index Key | 0000793171 |
Entity Primary SIC Number | 2836 |
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 Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Apr. 30, 2024 | Oct. 31, 2023 | Oct. 31, 2022 |
ASSETS | |||
Cash | $ 1,664,016 | $ 101,754 | $ 741,538 |
Accounts Receivable, Net | 157,105 | 119,671 | 73,537 |
Inventory | 181,694 | 170,752 | 280,138 |
Prepaid Expense | 119,401 | 130,851 | 140,759 |
Prepaid project costs | 217,747 | ||
Deferred Offering Costs | 2,656,326 | 1,482,422 | |
Total Current Assets | 2,122,216 | 3,179,354 | 2,936,141 |
Goodwill | 3,608,949 | 3,608,949 | 3,608,949 |
Intangible Assets, Net | 633,917 | 667,813 | 1,377,401 |
Property and Equipment, Net | 228,629 | 320,414 | 351,940 |
Patents, Net | 82,811 | 82,325 | 8,390 |
Right of Use Asset – Operating Lease | 409,900 | 476,241 | 277,381 |
Other Assets | 8,438 | 8,438 | 13,860 |
Total Assets | 7,094,860 | 8,343,534 | 8,574,062 |
LIABILITIES | |||
Accounts Payable | 2,179,823 | 2,288,697 | |
Deferred Revenue, Net | 525,387 | 525,387 | 650,000 |
Accrued Liabilities | 1,551,175 | 1,310,240 | |
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 | ||
2021 Series Convertible Note Payable – Related Party | 480,000 | 480,000 | |
Current Maturities of Capital Lease Obligations | 35,269 | 61,832 | 62,979 |
Current Maturities of Operating Lease Obligations | 124,771 | 130,150 | 50,055 |
Total Current Liabilities | 10,405,219 | 4,850,110 | 2,539,675 |
Capital Lease Obligations, Net of Current Portion | 10,322 | 17,123 | 78,955 |
Operating Lease Obligation, Net of Current Portion | 285,129 | 346,091 | 227,326 |
Unsecured 6% Note Payable – Related Party | 767,288 | 767,288 | 767,288 |
Unsecured 4% Note Payable – Related Party | 1,221,958 | 1,221,958 | 1,221,958 |
2021 Series Convertible Notes Payable – Related Party | 480,000 | ||
2022 Series Convertible Notes Payable | 200,000 | 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 | 3,205 |
Long Term Accrued Interest Payable – Related Party | 332,075 | 284,747 | 219,815 |
Total Long-Term Liabilities | 4,245,985 | 4,584,514 | 3,198,547 |
Total Liabilities | 14,651,204 | 9,434,624 | 5,738,222 |
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 | 4,430 |
Additional Paid in Capital | 28,287,434 | 27,064,613 | 25,634,826 |
Less Treasury Stock | (84,000) | (84,000) | (84,000) |
Accumulated Deficit | (35,764,238) | (28,076,133) | (22,719,416) |
Total Stockholders’ (Deficit) | (7,556,344) | (1,091,090) | 2,835,840 |
Total Liabilities and Stockholders’ (Deficit) | $ 7,094,860 | 8,343,534 | 8,574,062 |
Nonrelated Party [Member] | |||
LIABILITIES | |||
Accounts Payable | 2,288,697 | 604,606 | |
Accrued Liabilities | 1,310,240 | 939,523 | |
Related Party [Member] | |||
LIABILITIES | |||
Accrued Liabilities | 232,512 | ||
Accrued Interest Payable – Related Party | $ 53,804 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Apr. 30, 2024 | Oct. 31, 2023 | Jun. 23, 2023 | Oct. 31, 2022 |
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 | $ 0.001 |
Common stock, shares outstanding | 4,460,535 | 4,430,535 | 4,430,535 | |
Series A Preferred Stock [Member] | ||||
Preferred stock, shares authorized | 250,000 | 250,000 | 250,000 | |
Preferred stock, shares outstanding | 0 | 0 | 0 | |
Preferred stock, shares issued | 0 | 0 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - 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 | Oct. 31, 2022 | |
Total Revenue | $ 572,937 | $ 307,843 | $ 997,147 | $ 651,874 | $ 1,763,451 | $ 3,293,293 |
Less Cost of Goods Sold | (94,170) | (62,634) | (179,364) | (129,145) | (298,051) | (586,884) |
Gross Profit | 478,767 | 245,209 | 817,783 | 522,729 | 1,465,400 | 2,706,409 |
Operating Costs and Expenses: | ||||||
Selling, General and Administrative | 1,284,824 | 1,537,181 | 3,685,447 | 2,958,351 | 6,062,758 | 7,602,945 |
Research and Development | 139,689 | 66,447 | 295,924 | 73,280 | 206,406 | 155,630 |
Write-off of Offering Costs | 2,656,962 | |||||
Impairment Expense | 577,852 | 914,091 | ||||
Loss From Operations | (945,746) | (1,358,419) | (5,820,550) | (2,508,902) | (5,381,616) | (5,966,257) |
Other Expense: | ||||||
Interest Expense | (2,160,299) | (56,937) | (2,331,928) | (96,630) | (270,182) | (198,450) |
Other Project Income, Net | 191,746 | |||||
Loss on Conversion of Senior Secured Note Payable | (695,342) | |||||
Unrealized Gain on Derivative/Warrant Liability | (12,874) | 656 | 464,373 | 707 | 103,335 | |
Net Loss | (3,118,919) | (1,414,700) | (7,688,105) | (2,604,825) | (5,356,717) | (6,860,049) |
Deemed Dividend on Series A Convertible Preferred Stock | (793,175) | |||||
Cumulative Series A Convertible Preferred Stock Dividend Requirement | (111,333) | |||||
Net Loss Available to Common Stockholders | $ (3,118,919) | $ (1,414,700) | $ (7,688,105) | $ (2,604,825) | $ (5,356,717) | $ (7,764,557) |
Net Loss per Common Share, Basic | $ (0.70) | $ (0.32) | $ (1.72) | $ (0.59) | $ (1.21) | $ (1.87) |
Net Loss per Common Share, Diluted | $ (0.70) | $ (0.32) | $ (1.72) | $ (0.59) | $ (1.21) | $ (1.87) |
Shares Used in Computing Net Loss per Common Share, Basic | 4,460,535 | 4,430,535 | 4,457,898 | 4,430,535 | 4,430,535 | 4,144,122 |
Shares Used in Computing Net Loss per Common Share, Diluted | 4,460,535 | 4,430,535 | 4,457,898 | 4,430,535 | 4,430,535 | 4,144,122 |
Product [Member] | ||||||
Total Revenue | $ 558,987 | $ 307,843 | $ 980,947 | $ 608,874 | $ 1,702,451 | $ 2,662,793 |
Product Sales Related Parties [Member] | ||||||
Total Revenue | $ 13,950 | 16,200 | 18,000 | 36,000 | 30,500 | |
Consulting Revenue [Member] | ||||||
Total Revenue | $ 25,000 | $ 25,000 | $ 600,000 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Deficit) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock, Common [Member] | Retained Earnings [Member] | Total |
Balance at Oct. 31, 2021 | $ 136 | $ 3,705 | $ 19,394,052 | $ (84,000) | $ (15,859,367) | $ 3,454,526 |
Balance, shares at Oct. 31, 2021 | 136,059 | 3,705,543 | ||||
Stock issued in connection with note conversion | $ 156 | 4,043,610 | 4,043,766 | |||
Stock issued in connection with note conversion, shares | 155,529 | |||||
Stock issued in connection with preferred stock conversions | $ (136) | $ 569 | (433) | |||
Stock issued in connection with preferred stock conversions, shares | (136,059) | 569,463 | ||||
Beneficial conversion feature on convertible preferred stock | 793,175 | 793,175 | ||||
Deemed dividend on convertible preferred stock | (793,175) | (793,175) | ||||
Stock Based Compensation | 2,197,597 | 2,197,597 | ||||
Net Loss | (6,860,049) | (6,860,049) | ||||
Balance 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 | |||||
Stock Based Compensation | 122,562 | 122,562 | ||||
Net Loss | (1,190,125) | (1,190,125) | ||||
Forgiven Accrued Payables – Related Party | 137,953 | 137,953 | ||||
Balance 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 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 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 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 | |||||
Stock Based Compensation | 1,292,270 | 1,292,270 | ||||
Net Loss | (5,356,717) | (5,356,717) | ||||
Forgiven Accrued Payables – Related Party | 137,953 | 137,953 | ||||
Payment for fractional warrants - recapitalization | (436) | (436) | ||||
Balance 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 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 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 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 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 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 at Apr. 30, 2024 | $ 4,460 | 28,287,434 | (84,000) | (35,764,238) | (7,556,344) | |
Balance, shares at Apr. 30, 2024 | ||||||
Balance 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 at Apr. 30, 2024 | $ 4,460 | $ 28,287,434 | $ (84,000) | $ (35,764,238) | $ (7,556,344) | |
Balance, shares at Apr. 30, 2024 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Oct. 31, 2023 | Oct. 31, 2022 | |
Operating Activities | ||||
Net Loss | $ (7,688,105) | $ (2,604,825) | $ (5,356,717) | $ (6,860,049) |
Adjustment to Reconcile Net Loss: | ||||
Other Project Income, Net | (191,746) | |||
Unrealized Gain on Derivative/Warrant Liability | (464,374) | (707) | (103,335) | |
Loss on Conversion of Senior Secured Note Payable | 695,342 | |||
Depreciation Expense | 91,785 | 78,039 | 153,023 | 163,799 |
Amortization Expense | 33,896 | 65,868 | 131,736 | 131,735 |
Bad Debt Expense | 10,440 | |||
Impairment Expense | 577,852 | 914,091 | ||
Amortization of Operating Lease – ROU Asset | 66,341 | 25,687 | 72,536 | 55,616 |
Accretion of Debt Discount | 2,190,620 | 6,279 | 40,730 | |
Stock Based Compensation | 772,851 | 516,072 | 1,292,270 | 2,197,597 |
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 | (46,134) | 43,505 |
Inventory | (10,942) | 55,663 | 109,386 | (162,133) |
Prepaid Expenses | 11,450 | 18,610 | 9,908 | (126,781) |
Prepaid project costs | (112,558) | 159,493 | (217,747) | |
Accounts Payable | (109,510) | 177,637 | 640,325 | 237,068 |
Deferred Revenue | 189,970 | 125,387 | 150,000 | |
Operating Lease Obligation | (66,341) | (25,687) | (72,536) | (55,616) |
Accrued Liabilities | 240,936 | (30,748) | 370,718 | 417,341 |
Accrued Liabilities – Related Party | (72,059) | (94,995) | 60,365 | |
Accrued Interest | 73,502 | 20,418 | 89,106 | 2,582 |
Accrued Interest – Related Parties | 59,475 | 58,969 | 118,736 | 136,165 |
Other Assets | 5,422 | (9,940) | ||
Net Cash Used in Operating Activities | (1,728,888) | (1,607,374) | (1,968,835) | (2,216,620) |
Investing Activities | ||||
Acquisition of Property and Equipment | (14,270) | (121,497) | (310,113) | |
Patent Costs | (486) | (29,893) | (73,935) | |
Net Cash Used in Investing Activities | (486) | (44,163) | (195,432) | (310,113) |
Financing Activities | ||||
Deferred Offering Costs | (130,138) | (1,174,418) | ||
Issuance of 2024 Series Senior Secured Convertible Notes Payable – Stock Settled | 3,175,000 | |||
Note Subscription Payable | 150,000 | |||
Issuance of 2022 Series Convertible Notes Payable | 200,000 | |||
Issuance of 2023 Series Convertible Notes Payable - Stock Settled | 405,000 | 405,000 | ||
Issuance of 2023 Series B Convertible Notes Payable – Stock Settled | 787,600 | 1,312,600 | ||
Capital Lease Principal Payments | (33,364) | (30,881) | (62,979) | (75,698) |
Payments on Revolving Line of Credit | (58,596) | |||
Net Cash Provided by Financing Activities | 3,291,636 | 1,161,719 | 1,524,483 | (1,108,712) |
Total Cash Provided (Used) During the Period | 1,562,262 | (489,818) | (639,784) | (3,635,445) |
Beginning Cash Balance | 101,754 | 741,538 | 741,538 | 4,376,983 |
Ending Cash Balance | 1,664,016 | 251,720 | 101,754 | 741,538 |
Cash Paid for Interest | 8,331 | 10,964 | 21,610 | 59,702 |
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 - Stock Settled | 135,000 | |||
Derivative/Warrant Liability on 2023 Series Notes Payable | 73,213 | |||
Discount on Derivative/Warrant Liability on 2023 Series Notes Payable | 208,213 | |||
Forgiveness of Accrued Liabilities – Related Party | 137,953 | 137,953 | ||
Premium on issuance of 2023 Series Notes Payable | 397,533 | 437,533 | ||
Derivative/Warrant Liability on 2023 Series Notes Payable | 641,787 | 923,384 | ||
Discount on Derivative/Warrant Liability on 2023 Series Notes Payable | 1,039,320 | 1,360,918 | ||
Recognition of New Capital Leases | 90,444 | |||
Beneficial Conversion Feature and Deemed Dividend on Convertible Preferred Stock | 793,175 | |||
Deferred Offering Costs Recorded as Accounts Payable | $ 185,016 | 1,043,766 | 308,004 | |
Right of Use Asset and Operating Lease Obligation Recognized under ASC Topic 842 | 271,396 | |||
Common Stock Issued for Conversion of Senior Secured Note Payable | 3,712,500 | |||
Common Stock Issued for Conversion of Related Party Note Payable | $ 331,266 |
NATURE OF ORGANIZATION AND SUMM
NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Apr. 30, 2024 | Oct. 31, 2023 | |
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 % and 3 % respectively, of the Company’s total revenues were derived from sales to an entity controlled by the Company’s former Chief Executive Officer and President, Dr. Jack Zamora (“Dr. Zamora”) (Note 10). Dr. Zamora is also a 30 % stockholder. During the six months ended April 30, 2024, 38 %, 25 % and 11 % of the Company’s total revenue was attributable to product sales to three customers. Also, during the six months ended April 30, 2023, one customer accounted for 45 % of the Company’s revenues. Other than the revenues derived through sales the customers referenced herein, no customer accounted for greater than 10 % of the Company’s gross sales for the six months ended April 30, 2024 or 2023. In addition to the product revenue concentrations noted above, the Company recognized $ 25,000 in consulting revenue from a single client during the three months ended April 30, 2023. This amount was 4 % of the total revenue recognized for the period. 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 and $ 0 of costs that had previously been recorded as Deferred Offering Costs, respectively. 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 in revenue, which is composed of $ 685,005 of deferred revenue, less $ 159,618 of prepaid project costs. The amount recorded as net deferred revenue will be recognized if and when the Company achieves and delivers the milestones under the terms of the agreement. 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 and $ 0 in previously deferred revenue, respectively and $ 0 and $ 50,147 in expenses related to the JOA, respectively. The expenses are included in the Selling, general and administrative line on the accompanying consolidated statements of operations. As of July 31, 2023, upon the expiration of the European Wellness Agreement, the Company recognized $ 250,000 as other project income that was deemed as non-refundable by the amendment and offset by $ 58,254 in project related expenses. In accordance with ASC 606, the Company determined that it did not satisfy the performance obligations at a point in time (ASC paragraph 606-10-25-30) and did not recognize the aforementioned amount as revenue. 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 and $ 119,671 , respectively, net of allowances. The Company monitors accounts receivable for collectability and when doubt as to the realization of amounts recorded arises, an allowance is recorded and/or accounts deemed to be uncollectible will be written off. As of April 30, 2024 and October 31, 2023, the allowance for doubtful accounts was $ 975 and $ 975 , respectively. As of April 30, 2024, two customers accounted for 50 % and 26 % of accounts receivable. As of October 31, 2023, 39 % and 35 %, of the Company’s accounts receivable were attributable to sales to two customers. No other customer comprised more than 10% of the accounts receivable balance as of October 31, 2023 or 2022. 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 and $ 82,325 respectively. 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. | 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 On June 23, 2023, the Board of Directors of the Company approved a 1-for-26 reverse stock split 0.001 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 years ended October 31, 2023 and 2022, 2 1 30 43 15 17 15 14 10 25,000 1 600,000 18 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 Year Ended Year Ended Revenues: Research and development products $ 574,293 $ 1,072,312 AlloRx Stem Cells to Foreign Third-Party Clinics 893,474 1,174,456 Consulting revenue 25,000 600,000 InfiniVive products 204,414 236,788 Fitore products 66,270 209,737 Total $ 1,763,451 $ 3,293,293 Total Revenues $ 1,763,451 $ 3,293,293 Deferred Revenue The Company has recorded deferred revenue in connection with a Joint Operating Agreement (as subsequently amended, the “JOA”) executed 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 to be 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 October 31, 2023, the Company has net deferred $ 525,387 685,005 159,618 The table below summarizes Deferred Revenues as of October 31, 2023: SUMMARY OF DEFERRED REVENUES October 31, 2022 Other Project Income Recognized Net Revenue Deferred October 31, 2023 Deferred Revenue $ 650,000 $ (191,746 ) $ 67,133 $ 525,387 Total $ 650,000 $ (191,746 ) $ 67,133 $ 525,387 The table below summarizes Deferred Revenues as of October 31, 2022: October 31, 2021 Revenue Recognized Revenue Deferred October 31, 2022 Deferred Revenue $ 500,000 $ (500,000 ) $ 650,000 $ 650,000 Total $ 500,000 $ (500,000 ) $ 650,000 $ 650,000 During the years ended October 31, 2023 and 2022, the Company recognized as revenue $ 0 500,000 0 78,257 As of October 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 October 31, 2023 and 2022, total accounts receivable amounted to $ 119,671 73,537 975 2,500 As of October 31, 2023, two customers accounted for 39 35 28 10 10 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 years ended October 31, 2023 and 2022, 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 October 31, 2023 October 31, 2022 Stock options outstanding 1,112,923 1,124,076 Shares to be issued in connection with exercise of warrants 444,454 523,302 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 13,102 - 2023 Series Convertible Notes Payable – Stock Settled - warrants issuable 3,076 - 2023 Series B Convertible Notes Payable - Stock Settled 41,487 - 2023 Series B Convertible Notes Payable - Stock Settled - warrants issuable 39,881 - Total 1,681,077 1,673,532 Anti-dilutive shares 1,681,077 1,673,532 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 October 31, 2023 October 31, 2022 Raw materials $ 18,856 $ 112,023 Finished goods 151,896 168,115 Total inventory $ 170,752 $ 280,138 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 years ended October 31, 2023 and 2022, the Company did no 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 October 31, 2023 and 2022 were $ 82,325 8,390 Leases In May 2023, the Company executed a new office lease for its executive offices, with the lease starting July 1, 2023. The Company recognized an initial operating lease right-of-use asset of $ 271,396 271,396 72,536 55,616 Deferred Offering Costs The Company defers, as other 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. Property and Equipment Property, equipment, and leasehold improvements are recorded at historical cost. The cost of property and equipment is depreciated over the estimated useful lives, when placed in service (ranging from 3 5 Intangible Assets and Impairment Intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. Assets not subject to amortization are tested for impairment at least annually. The Company periodically reviews its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less that the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. Goodwill Goodwill is the excess of acquisition cost over the fair value of the net assets of acquired businesses. The Company does not amortize goodwill but assesses goodwill for impairment at least annually or when there has been a material change in circumstances, using the market approach. Stock Based Compensation The Company accounts for expenses associated with shares issued for services using the fair value method following the guidance outlined in Section 718-10 of the FASB ASC for disclosure about stock-based compensation. This section requires a public entity to measure the cost of employee and non-employee services received in exchange for an award of equity instruments based on the grant date fair value of the award (with limited exceptions). That cost is recognized over the period during which the service is provided. No compensation cost is recognized for equity instruments for which service is not provided or rendered. 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 | 12 Months Ended |
Apr. 30, 2024 | Oct. 31, 2023 | |
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 million for the six months ended April 30, 2024 and $ 5.4 million for the year ended October 31, 2023. The Company had a working capital deficit of approximately $ 8.3 million as of April 30, 2024. In addition, the revenues of the Company do not provide adequate working capital for the Company to sustain its current and planned business operations. 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. | 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 has incurred net losses of approximately $ 5.4 1.7 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 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 | 12 Months Ended |
Apr. 30, 2024 | Oct. 31, 2023 | |
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 and $ (436,111) , and $ (656) and $ (707) , respectively. 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 and $ (28,262) , respectively, with no amounts recorded during the prior period. 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. | 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. The derivative liabilities described below only relate to the warrants included with the two tranches of the 2023 Series Convertible Notes Payable – Stock Settled debt. The estimated fair values as of the issuance date of the two tranches of notes are presented in Note 7. As of October 31, 2023, the estimated fair values of the Company’s financial liabilities are presented in the following table: SCHEDULE OF FAIR VALUE ON FINANCIAL LIABILITIES October 31, 2023 2023 Series Convertible Notes Payable - Stock Settled - Derivative/Warrant Liability $ 63,969 2023 Series B Convertible Notes Payable – Stock Settled – Derivative/Warrant Liability 829,294 Total $ 893,263 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 Convertible Notes Payable, categorized as Level 3: SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON RECURRING BASIS Year Ended Year Ended October 31, 2022 Beginning Balance $ - $ - Additions 996,598 - Total (gains) or losses (realized/unrealized) (103,335 ) - Included in operations - - Ending Balance $ 893,263 $ - During the year ended October 31, 2023, the unrealized gain on the Derivative Warrant Liability was $ 103,335 no 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 October 31, 2023 October 31, 2022 Risk-free interest rate 3.60 3.93 % - Dividend yield 0.00 - Volatility factor 161.52 200.29 % - Weighted average expected life 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 | 12 Months Ended |
Apr. 30, 2024 | Oct. 31, 2023 | |
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 and $ 91,785 , and $ 39,675 and $ 78,039 , respectively. | 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 October 31, 2023 October 31, 2022 Leasehold improvements $ 12,840 $ 12,840 Property and equipment 1,046,925 925,427 Total cost 1,059,765 938,267 Less accumulated depreciation (739,351 ) (586,327 ) Net property and equipment $ 320,414 $ 351,940 Depreciation expense for the years ended October 31, 2023 and 2022 was $ 153,023 163,799 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended | 12 Months Ended |
Apr. 30, 2024 | Oct. 31, 2023 | |
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 and $ 33,896 , and $ 32,934 and $ 65,868 , respectively. | NOTE 5 – INTANGIBLE ASSETS The following table sets forth the carrying amounts of intangible assets and goodwill including accumulated amortization as of October 31, 2023: SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL Remaining Cost Accumulated Amortization and Impairment Net Carrying Trademarks and tradenames 12.75 $ 693,330 $ (391,214 ) $ 302,116 Patents, know-how and unpatented technology 12.75 710,060 (356,648 ) 353,412 Customer relationships 0.75 114,536 (102,251 ) 12,285 Total 1,517,926 (850,113 ) 667,813 Remaining Useful Life Cost Impairment Net Carrying Value Goodwill Indefinite $ 4,523,040 $ (914,091 ) $ 3,608,949 The following table sets forth the carrying amounts of intangible assets and goodwill including accumulated amortization as of October 31, 2022: Remaining Cost Accumulated Amortization and Impairment Net Carrying Trademarks and tradenames 13.75 $ 693,330 $ (46,222 ) $ 647,108 Patents, know-how and unpatented technology 13.75 710,060 (47,337 ) 662,723 Customer relationships 1.75 114,536 (46,966 ) 67,570 Total 1,517,926 (140,525 ) 1,377,401 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 2024 2025 51,416 2026 51,416 2027 51,416 2028 51,416 Total $ 269,361 During the years ended October 31, 2023 and 2022, the Company recorded amortization expense of $ 131,736 131,735 243,795 334,057 |
LEASE OBLIGATIONS
LEASE OBLIGATIONS | 6 Months Ended | 12 Months Ended |
Apr. 30, 2024 | Oct. 31, 2023 | |
Leases [Abstract] | ||
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 at then-current market rates. The equipment leases are non-renewable as the Company owns the equipment at the end of the lease period, for a nominal amount. In May 2023, the Company executed a new office lease for 2,978 square feet, starting July 1, 2023 for its executive offices. The lease term runs through the end of December 2026. The Company recognized an initial operating lease right-of-use asset of $ 271,396 and an operating lease liability of $ 271,396 . Due to the simplistic nature of the Company’s leases, no retained earnings adjustments were required. The Company recognized right-of-use asset amortization for this lease and other office leases in the amount of $ 32,734 and $ 66,341 , and $ 12,674 and $ 25,687 for the three and six months ended April 30, 2024 and 2023, respectively. 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 | 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 72,536 55,616 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 October 31, 2023 October 31, 2022 Assets Noncurrent: Operating Right-of-use asset – operating lease $ 476,241 $ 277,381 Finance Property and equipment, net 33,294 74,324 Total Lease Assets $ 509,535 $ 351,705 Liabilities Current: Operating Operating lease liabilities $ 130,150 $ 50,055 Finance Finance lease liabilities 61,832 62,979 Noncurrent: Operating Operating lease liabilities 346,091 227,326 Finance Finance lease liabilities 17,123 78,955 Total Lease Liabilities $ 555,196 $ 419,315 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 2023 2022 Statements of Operations Years Ended October 31, Location 2023 2022 Operating lease expense General and administrative expense $ 203,274 $ 145,710 Finance lease expense: Interest on lease liability Interest expense 9,795 13,530 Total Lease expense $ 213,069 $ 159,240 Minimum contractual obligations for the Company’s leases (undiscounted) as of October 31, 2023 were as follows: SCHEDULE OF MINIMUM CONTRACTUAL OBLIGATIONS OF LEASES Operating Finance Fiscal year 2024 $ 161,044 $ 65,387 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 $ 756,939 $ 83,340 Less Imputed interest (280,698 ) (4,385 ) Total lease liability $ 476,241 $ 78,955 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 October 31, 2023 October 31, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Weighted-average remaining lease term (in years) 4.9 1.41 7.6 2.3 Weighted-average discount rate (1) 10.00 % 7.49 % 10.00 % 7.61 % (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 2023 2022 Years Ended October 31, 2023 2022 Cash paid for amounts included in measurement of lease liabilities Cash payments for operating leases $ 133,598 $ 145,710 Cash payments for finance leases $ 71,566 $ 75,678 The Company recorded amortization of the operating lease right-of-use asset of $ 72,536 55,616 |
DEBT
DEBT | 6 Months Ended | 12 Months Ended |
Apr. 30, 2024 | Oct. 31, 2023 | |
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 and $ 22,956 , and $ 11,225 and $ 22,829 for the three and six months ended April 30, 2024 and 2023, respectively. Accrued interest on this note was $ 161,068 and $ 138,112 as of April 30, 2024 and October 31, 2023, respectively. This note is unsecured. On January 31, 2024, the Company entered into an amendment to the note to provide that, upon the listing of the Company’s common stock on an exchange, the note will automatically convert to common stock determined by dividing the outstanding principal plus all accrued and unpaid interest by the price per share on the date of listing. Unsecured 4% Note Payable - Related Party Interest expense on this note was $ 12,052 and $ 24,372 , and $ 11,918 and $ 24,238 for the three and six months ended April 30, 2024 and 2023, respectively. Accrued interest on this note was $ 171,007 and $ 146,635 as of April 30, 2024 and October 31, 2023, respectively. This note is unsecured. On January 31, 2024, the Company entered into an amendment to the note to provide that, upon the listing of the Company’s common stock on an exchange, the note will automatically convert to common stock determined by dividing the outstanding principal plus all accrued and unpaid interest by the price per share on the date of listing. 2021 Series Convertible Note - Related Party The principal balance outstanding on the 2021 Series Convertible note amounted to $ 480,000 and $ 480,000 as of April 30, 2024 and October 31, 2023, respectively. The note matures on July 31, 2024 and is unsecured. During the three and six months ended April 30, 2024 and 2023, the Company recorded $ 6,098 and $ 11,967 , and $ 5,852 and $ 11,901 respectively, in interest expense. As of April 30, 2024 and October 31, 2023, accrued, but unpaid, interest on this note was $ 66,131 and $ 53,804 , respectively. 2022 Series Convertible Notes During June and July, 2022, the Company issued a total of $ 200,000 in 2022 Series Convertible notes to two unrelated parties. These notes are unsecured, earn interest at a rate of 5 % per annum and mature in June and July of 2027. These notes are payable solely in common stock of the Company and are convertible upon the closing of a Qualified Financing of at least $ 5,000,000 . During the three and six months ended April 30, 2024 and 2023, the Company recorded $ 2,465 and $ 4,986 and $ 2,438 and $ 4,959 in interest expense on these notes, respectively. As of April 30, 2024 and October 31, 2023, the Company had accrued $ 18,192 and $ 13,205 , respectively, in interest on these notes. 2023 Series Convertible Notes – Stock Settled On January 6, 2023, the Company sold $ 405,000 of its 8 %, unsecured 2023 Series Convertible Notes - Stock Settled (the “January 2023 Notes”) and common stock purchase warrants (“January 2023 Warrants”) to five investors. On various dates during March and April 2023, the Company sold $ 787,600 of its 8 %, unsecured 2023 Series B Convertible Notes - Stock Settled (the “March 2023 Notes”) and common stock purchase warrants (“March 2023 Warrants”) to six investors. On various dates during June and July 2023, the Company sold $ 525,000 of its 8 %, unsecured 2023 Series B Convertible Notes - Stock Settled (the “June 2023 Notes”) and common stock purchase warrants (“June 2023 Warrants”) to three investors. 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 , the premium recognized at the inception of the March 2023 Notes was $ 262,533 , and the premium recognized at the inception of the June 2023 Notes was $ 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 , which amount is remeasured at fair market value at the end of each reporting period. The combination of the premium related to the conversion feature of $ 135,000 and the warrant liability of $ 73,213 resulted in the recognition of a debt discount of $ 208,213 at issuance of the January 2023 Notes and January 2023 Warrants. Further, at issuance of the March 2023 Warrants, the Company recorded a warrant liability of $ 568,574 , which is remeasured at fair market value at the end of each reporting period. The combination of the premium related to the conversion feature of $ 262,533 and the warrant liability of $ 568,574 resulted in the recognition of a debt discount of $ 831,108 at issuance of the March 2023 Notes and March 2023 Warrants. Lastly, at issuance of the June 2023 Warrants, the Company recorded a warrant liability of $ 354,810 , which is remeasured at fair market value at the end of each reporting period. The combination of the premium related to the conversion feature of $ 175,000 and the warrant liability of $ 354,180 resulted in the recognition of a debt discount of $ 529,810 at issuance of the June 2023 Notes and June 2023 Warrants. The combination of the $ 135,000 premium associated with the conversion feature of the January 2023 Notes and the $ 208,213 discount associated with the January 2023 Warrants results in a net discount of $ 73,213 that is accreted over five years utilizing the effective interest method. The effective interest rate for the three and six months ended April 30, 2024 and 2023 is 13.0 % and 13.0 %, and 13.0 % and 13.0 %, respectively. During the three and six months ended April 30, 2024, the Company recorded accretion expense of $ 2,999 and $ 5,968 , respectively, and a (gain) or loss on the fair value of the warrant liability of $ 138 and $( 31,231 ), respectively, compared to accretion expense of $ 2,611 and $ 3,269 , respectively, and a (gain) or loss on the fair value of the warrant liability of $( 136 ) and $( 187 ), respectively, during the three and six months ended April 30, 2023. The combination of the $ 262,533 premium associated with the conversion feature of the March 2023 Notes and the $ 831,108 discount associated with the March 2023 Warrants results in a net discount of $ 568,574 that is accreted over five years utilizing the effective interest method. The effective interest rate for the three and six months ended April 30, 2024 and 2023 is 44.6 % and 44.6 %, and 44.6 % and 44.6 %, respectively. During the three and six months ended April 30, 2024, the Company recorded accretion expense of $ 12,217 and $ 23,443 , and a (gain) or loss on the fair value of the warrant liability of $ 1,071 and $( 242,940 ), compared to accretion expense of $ 3,111 and $ 3,111 , respectively, and a (gain) or loss on the fair value of the warrant liability of $( 520 ) and $( 520 ), respectively, during the three and six months ended April 30, 2023. The combination of the $ 175,000 premium associated with the conversion feature of the June 2023 Notes and the $ 529,810 discount associated with the June 2023 Warrants results in a net discount of $ 354,810 that is accreted over five years utilizing the effective interest method. The effective interest rate for the three and six months ended April 30, 2024 is 39.5 % and 39.5 %, respectively, with no activity in the prior periods. During the three and six months ended April 30, 2024, the Company recorded accretion expense of $ 7,826 and $ 15,104 and a (gain) or loss on the fair value of the warrant liability of $ 714 and $( 161,940 ), with no activity in the prior year period. During the three and six months ended April 30, 2024 and 2023, the Company recorded $ 7,989 and $ 16,156 , and $ 7,900 and $ 9,907 in interest expense, respectively, on the January 2023 Notes. During the three and six months ended April 30, 2024 and 2023, the Company recorded $ 15,536 and $ 31,418 , and $ 5,552 and $ 5,552 in interest expense on the March 2023 Notes, respectively. During the three and six months ended April 30, 2024, the Company recorded $ 10,356 and $ 20,942 in interest expense on the June 2023 Notes, with no activity in the prior year period. As of April 30, 2024 and October 31, 2023, the Company had accrued $ 42,396 and $ 26,240 , respectively, in interest on the January 2023 Notes. As of April 30, 2024 and October 31, 2023, the Company had accrued $ 68,732 and $ 37,314 , respectively, in interest on the March 2023 Notes. As of April 30, 2024 and October 31, 2023, the Company had accrued $ 36,493 and $ 15,551 , respectively, in interest on the June 2023 Notes. 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 and $ 1,250,000 , respectively, for a purchase price of $ 2,000,000 and $ 1,000,000 , respectively, (reflecting a 20 % original issue discount), and warrants to purchase shares of common stock of the Company (the “January Series 2024 Warrants”). 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 for a purchase price of $ 175,000 (reflecting a 20 % original issue discount), and warrants to purchase shares of common stock of the Company (the “April Series 2024 Warrants”). 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 per share, the assumed Liquidity Event Price in this scenario is also deemed to be $ 15.00 . For the January Series 2024 Notes, upon issuance, under the scenario based on the aforementioned assumptions, the Company would issue 416,667 shares of common stock upon conversion, and it recognized a premium of $ 2,500,005 . Similarly, for the April Series 2024 Notes, upon issuance, under the scenario based on the aforementioned assumptions, the Company would issue 24,306 shares of common stock upon conversion, and it recognized a premium of $ 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 , and the Company would issue 250,000 shares upon exercise of the January Series 2024 Warrants and 14,583 shares upon exercise of the April Series 2024 Warrants. At issuance, the Company recorded a warrant liability of $ 2,732,304 related to the January Series 2024 Warrants and $ 157,733 related to the April Series 2024 Warrants, both of which are remeasured at fair market value at the end of each reporting period. The combination of the premium related to the conversion feature of $ 2,500,005 , the original issuance discount of $ 750,000 , and the warrant liability of $ 2,732,304 resulted in the recognition of a debt discount of $ 5,232,309 at issuance of the January Series 2024 Notes and January Series 2024 Warrants. Similarly, the combination of the premium related to the conversion feature of $ 145,840 , the original issuance discount of $ 43,750 , and the warrant liability of $ 157,733 resulted in the recognition of a debt discount of $ 303,573 at issuance of the April Series 2024 Notes and April Series 2024 Warrants. The combination of the $ 2,500,005 premium associated with the conversion feature of the January Series 2024 Notes, the original issuance discount of $ 750,000 associated with the collected proceeds compared to the principal value of the January Series 2024 Notes, and the $ 5,232,309 discount associated with the January Series 2024 Warrants results in a net discount of $ 3,482,304 that is accreted over six months utilizing the effective interest method. The effective interest rate for the three and six months ended April 30, 2024, is 659 % for the November issuance and 624 % for the January issuance. During the three and six months ended April 30, 2024, the Company recorded accretion expense of $ 2,021,452 and $ 2,099,406 , respectively, and a (gain) or loss on the fair value of the warrant liability of $ 10,949 and $( 28,264 ), respectively, with no activity in the prior year period. The combination of the $ 145,840 premium associated with the conversion feature of the April Series 2024 Notes, the original issuance discount of $ 43,750 associated with the collected proceeds compared to the principal value of the April Series 2024 Notes, and the $ 303,573 discount associated with the April Series 2024 Warrants results in a net discount of $ 201,483 that is accreted thru the first day of the April Extension Period utilizing the effective interest method. The effective interest rate for the three and six months ended April 30, 2024 is 5.039 %. During the three and six months ended April 30, 2024, the Company recorded accretion expense of $ 46,698 and $ 46,698 , respectively, and a (gain) or loss on the fair value of the warrant liability of $ 2 and $ 2 , respectively, with no activity in the prior year period. During the three and six months ended April 30, 2024, no interest expense was recorded on the Series 2024 Notes, with no activity recorded during the prior year period. As of April 30, 2024 and October 31, 2023, no accrued interest was recorded on the Series 2024 Notes. | NOTE 7 – DEBT The table below presents outstanding debt instruments as of October 31, 2023 and October 31, 2022: SCHEDULE OF OUTSTANDING DEBT INSTRUMENTS October 31, 2023 October 31, 2022 Short Term 2021 Series convertible notes – related party $ 480,000 $ - 2024 Series Senior Secured convertible notes Discount 2024 Series Senior Secured convertible notes Total Short-Term Debt 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 2021 Series convertible notes – related party - 480,000 2022 Series convertible notes 200,000 200,000 2023 Series convertible notes – stock settled 405,000 - Discount 2023 Series convertible notes (64,285 ) - 2023 Series B convertible notes – stock settled 1,312,600 - Discount 2023 Series B convertible notes (891,582 ) - Total Long-Term Debt 2,950,979 2,669,246 Total Debt $ 3,430,979 $ 2,669,246 The table below presents the future maturities of outstanding debt obligations as of October 31, 2023: SCHEDULE OF FUTURE MATURITIES OUTSTANDING DEBT OBLIGATIONS Fiscal year 2024 $ 480,000 Fiscal year 2024 Fiscal year 2025 - Fiscal year 2026 1,989,246 Fiscal year 2027 200,000 Fiscal year 2028 1,717,600 Total $ 4,386,846 Unsecured 6% Note Payable - Related Party Interest expense on this note was $ 46,037 46,038 138,112 92,076 Unsecured 4% Note Payable - Related Party Interest expense on this note was $ 48,879 48,878 146,635 97,756 2021 Series Convertible Notes - Related Party The remaining principal balance outstanding on the 2021 Series Convertible notes amounted to $ 480,000 480,000 July 31, 2024 23,821 31,276 53,804 29,983 Senior Secured Convertible Note Payable The outstanding balance of the note was $ 0 0 0 0 0 46,849 2022 Series Convertible Notes During June and July, 2022, the Company issued a total of $ 200,000 5 5,000,000 10,000 3,205 13,205 3,205 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. Each of the January 2023 Notes, March 2023 Notes, and June 2023 Notes bear interest at the rate of eight per cent per annum and are payable solely in shares of the Company’s common stock. Each of the January 2023 Notes, March 2023 Notes, and June 2023 Notes may be converted at any time at the option of the holder and are payable in full at the earliest of (i) the completion of a “Qualified Financing,” as defined below, (ii) a change in control, (iii) in the event of default, or (iv) the maturity date, which is five years from the date of issuance. A Qualified Financing is defined in the Purchase Agreement as any financing completed after the date of issuance of either the January 2023 Notes, March 2023 Notes, or June 2023 Notes involving the sale of the Company’s equity securities primarily for capital raising purposes resulting in gross proceeds to the Company of at least $ 5 The Discounted Qualified Financing Price is defined as the per share price at which the shares of the Qualified Financing Securities are sold in such Qualified Financing as determined for accounting purposes under GAAP, multiplied by 0.75 200,000,000 Each January 2023 Warrant issuable by the Company pursuant to the Purchase Agreement entitles the holder to purchase that number of fully paid and nonassessable shares of the Company’s common stock determined (A) in the case following a Qualified Financing, by dividing (i) the sum of the aggregate outstanding principal amount of the January 2023 Note plus all accrued and unpaid interest thereon at the time of conversion multiplied by 0.25 0.75 16.25 1 to 26 reverse stock split Each March 2023 Warrant and June 2023 Warrant issuable by the Company pursuant to the Purchase Agreement entitles the holder to purchase that number of fully paid and nonassessable shares of the Company’s common stock determined (A) in the case following a Qualified Financing, by dividing (i) the sum of the aggregate outstanding principal amount of the March 2023 Note plus all accrued and unpaid interest thereon at the time of conversion by (ii) the quotient of the Discounted Qualified Financing Price divided by 0.75 16.25 five years Participation Rights 200 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 8,927 9,243 The combination of the $ 262,533 831,108 568,574 44.6 22,176 70,973 The combination of the $ 175,000 529,810 354,810 39.5 9,627 23,119 During the year ended October 31, 2023 the Company recorded $ 26,240 37,314 15,551 26,240 0 37,314 0 15,551 0 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 6 Months Ended | 12 Months Ended |
Apr. 30, 2024 | Oct. 31, 2023 | |
Equity [Abstract] | ||
STOCKHOLDERS’ EQUITY | NOTE 8– STOCKHOLDERS’ EQUITY Preferred Stock The Company has authorized 5,000,000 shares of $ 0.001 par value Preferred Stock, of which 250,000 were designated as Series A Convertible Preferred Shares. As of April 30, 2024 and October 31, 2023, 0 and 0 shares of Series A Convertible Preferred Stock were issued and outstanding. 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 shares of $ 0.001 par value common stock. As of April 30, 2024 and October 31, 2023, 4,460,535 and 4,430,535 shares were issued and outstanding, respectively. Activity for the six months ended April 30, 2024 and April 30, 2023 On November 16, 2023, the Company granted 30,000 shares of common stock pursuant to the execution of a consulting agreement. The shares were granted at $ 15.00 per share. The shares vested immediately and are not subject to any revision based on the terms of the consulting agreement. The Company has recorded the value of the shares granted, $ 450,000 , as consulting expense. There were no grants of common stock during the six months ended April 30, 2023. Stock-Based Compensation There were no grants of stock purchase options during the six months ended April 30, 2024, or April 30, 2023. 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 and $ 772,851 , and $ 393,510 and $ 516,072 respectively. As of April 30, 2024 and October 31, 2023, 862,410 and 831,333 options were exercisable, respectively. Unrecognized compensation expense related to outstanding options amounted to $ 2,726,814 and $ 3,506,561 as of April 30, 2024 and October 31, 2023, respectively. 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 | NOTE 8– STOCKHOLDERS’ EQUITY STOCKHOLDERS’ EQUITY Preferred Stock The Company has authorized 5,000,000 0.001 250,000 0 0 Activity for the year ended October 31, 2023 There were no sales or grants of preferred shares during the year ended October 31, 2023. Activity for the year ended October 31, 2022 There were no sales of Series A Convertible Preferred Shares during the year ended October 31, 2022. On March 31, 2022, the holders of all 136,059 569,463 6.50 no In connection with the sale of the Series A Convertible Preferred Shares, the Company determined that there was an embedded conversion feature associated with the preferred shares. The total intrinsic value of the beneficial conversion feature was determined to be $ 930,577 0 793,175 Dividend The holders of the Series A Convertible Preferred Shares were entitled to receive dividends at an annual rate of 8 6.50 Cumulative dividends earned as of October 31, 2023 and 2022 are set forth in the table below: SCHEDULE OF CUMULATIVE DIVIDENDS Stockholders at Accumulated Balance at October 31, 2021 35 $ 173,496 Issued - 126,542 Converted (35 ) (300,038 ) Balance at October 31, 2022 - $ - Issued - - Converted - - Balance at October 31, 2023 - $ - Common Stock On June 23, 2023, the Board of Directors of the Company approved the Reverse Stock Split of the Company’s (a) authorized shares of Common Stock; and (b) issued and outstanding shares of Common Stock, which became effective on July 6, 2023. As of October 31, 2023, the Company had authorized 19,230,770 0.001 4,430,535 4,430,535 There were no grants of common shares during the year ended October 31, 2023. Activity for the year ended October 31, 2022 On February 22, 2022, the Company issued 142,788 26.00 3,000,000 17,158 695,342 On March 31, 2022, the Company issued 569,463 6.50 136,059 . On April 15, 2022, the Company issued 11,945 300,000 10,562 26.00 On April 15, 2022, the Company issued 796 20,000 704 26.00 Stock-Based Compensation There were no grants of stock purchase options during the year ended October 31, 2023. Activity for the year ended October 31, 2022 On March 1, 2022, the Company issued 13,460 26.00 2,306 3,718 ten years On July 6, 2022, the Company issued 192,307 26.00 38,461 38,461 ten years Grants during the year ended October 31, 2022, were all considered to be non-qualified. The fair value of the options granted 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 OPTIONS ASSUMPTIONS October 31, 2023 October 31, 2022 Risk-free interest rate - 1.67 2.99 % Dividend yield - 0.00 Volatility factor - 195 198 % Weighted average expected life - 10 The table below presents option activity for the years ended October 31, 2023 and 2022: 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, 2021 1,085,769 $ 8.18 7.56 $ 1,395,000 Options exercised - - - - Options granted 205,767 26.00 9.91 - Options expired - - - - Options forfeited (167,460 ) (13.00 ) ( 8.9 ) (2,247,140 ) Balance at October 31, 2022 1,124,076 10.79 7.64 19,873,680 Options exercised - - - - Options granted - - - - Options expired - - - - Options forfeited (11,153 ) (6.05 ) ( 7.78 ) - Balance at October 31, 2023 1,112,923 $ 10.84 6.64 $ 16,889,060 Stock based compensation expense related to options for the years ended October 31, 2023 and 2022 amounted to $ 1,292,270 2,197,597 831,333 734,666 3,506,561 5,072,280 Warrants During the years ended October 31, 2023 and 2022 the Company did not issue any warrants. A summary of the Company’s common stock underlying the outstanding warrants as of October 31, 2023 and 2022 is as follows: SCHEDULE OF COMMON STOCK UNDERLYING OUTSTANDING WARRANTS Underlying Number of Average Weighted Outstanding – October 31, 2021 523,300 $ 19.50 3.32 Warrants A – Granted during the period - - - Warrants B – Granted during the period - - - Warrants A – Expired during the period - - - Warrants B – Expired during the period - - - Outstanding at October 31, 2022 523,300 19.50 2.32 Warrants A – Granted during the period - - - Warrants B – Granted during the period - - - Warrants A – Expired during the period (78,846 ) 13.00 - Warrants B – Expired during the period - - - Outstanding – October 31, 2023 444,454 $ 20.56 1.65 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | 12 Months Ended |
Apr. 30, 2024 | Oct. 31, 2023 | |
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 and an annual bonus of up to 100 % of his base salary. In addition, Mr. Furman received 192,307 options to purchase common stock at an exercise price of $ 26.00 per common share. On July 6, 2022, 38,461 of these options vested, with an additional 38,461 options vesting on July 6 in each of the next four years so long as Mr. Furman remains affiliated with the Company. | 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 On December 1, 2021, the Company and John Evans entered into a Consulting Agreement (“Evans Consulting Agreement”). Under the terms of the Evans Consulting Agreement, Mr. Evans is to provide advisory services to the CEO and CFO of the Company. The term of the Evans Consulting Agreement is for four years 200,000 250,000 10 On December 8, 2020, the Company entered into a new employment agreement with Tiana States, Chief Manufacturing Officer (the “States Agreement”). Pursuant to the terms of the States Agreement, the Company agreed to pay Mrs. States a base salary of $ 125,000 200,000 five years 50 On December 1, 2020, the Company entered into a new employment agreement with James Musick, Chief Science Officer (the “Musick Agreement”). Pursuant to the terms of the Musick Agreement, the Company agreed to pay Dr. Musick a base salary of $ 150,000 five years 100 On December 1, 2020, the Company entered into a new employment agreement with Dr. Jack Zamora, Chief Executive Officer and President (“Zamora Agreement”) with a term of five years On October 1, 2021, the Company appointed Nathan Haas as the Chief Financial Officer and entered into an employment agreement with him. Pursuant to the terms the Nathan Haas CFO Agreement, the Company agreed to pay Mr. Haas a base salary of $ 175,000 five years 100 On August 1, 2021, the Company entered into a new employment agreement (the “Tanner Haas Agreement”) with Tanner Haas, the chief executive officer of Fitore at the time. The Company agreed to pay Mr. Haas a base salary of $ 135,000 five years 100 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended | 12 Months Ended |
Apr. 30, 2024 | Oct. 31, 2023 | |
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 and $ 28,222 , respectively, in past due rent. This amount is included in Accounts Payable on the balance sheet. The rental rates charged to the Company, $ 5,645 per month, are consistent with commercial rental rates in the area. 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 and $ 480,000 as of April 30, 2024 and October 31, 2023, respectively. During the three and six months ended April 30, 2024 and 2023, the Company recorded $ 6,098 and $ 11,967 , and $ 5,852 and $ 11,901 , respectively, in interest expense related to these notes. As of April 30, 2024 and October 31, 2023, accrued, but unpaid, interest on these notes was $ 66,131 and $ 53,804 , respectively. 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. | NOTE 10 – RELATED PARTY TRANSACTIONS Settlement Agreement with Dr. Zamora As part of the Settlement Agreement dated November 20, 2022 (the “Effective Date”), the parties agreed to confidentiality and non-disparagement restrictions, as well as a release of any potential claims against each other. In addition, certain provisions of Dr. Zamora’s Employment Agreement that survive termination of employment were modified to provide that Dr. Zamora shall not, for a period of one year from the Effective Date, “directly or indirectly solicit any person who has been a customer or employee of the Company during the period of one (1) year prior to the Effective Date.” The Settlement Agreement also provides for the termination of all previous supply agreements between the Company and Dr. Zamora, effective immediately, with such previous agreements to be replaced by the Supply Agreement described below. Standstill Agreement On the Effective Date, in connection with the Settlement Agreement, the Company entered into a Standstill Agreement with Dr. Zamora (the “Standstill Agreement”). Supply Agreement On the Effective Date, in connection with the Settlement Agreement, the Company entered into a Supply Agreement with Dr. Zamora (the “Supply Agreement”), pursuant to which the Company agreed to provide InfiniVive MD Exosome Serum and InfiniVive Daily Serum (the “Cosmetic Products”) to Dr. Zamora at his request. The provision of the Cosmetic Products under the Supply Agreement is subject to minimum and maximum quantity limitations. The Supply Agreement is effective for a period of five years, unless earlier terminated. The Company or Dr. Zamora may terminate the Supply Agreement immediately in prescribed circumstances, including if either party defaults with respect to its obligations under the Supply Agreement and, if the default is capable of being cured, does not cure such default within 30 days after receiving notice of such default. If the Supply Agreement is deemed terminated by Dr. Zamora for failure of the Company to supply the Cosmetic Products in accordance with its terms or by the Company without cause, the Standstill Agreement would be deemed terminated and of no further force or effect. Memorandum of Understanding On the Effective Date, in connection with the Settlement Agreement, the Company entered into a Memorandum of Understanding with Dr. Zamora (the “MOU”) in order to support clinical research for the Company’s AlloRx® stem cells (“AlloRx”). Under the MOU, the Company agreed to provide AlloRx at a specified price to international clinical research facilities or other clinics with which Dr. Zamora may become affiliated, provided that certain regulatory conditions are satisfied, including proof of satisfaction of applicable United States and local legal requirements. The MOU will be effective for a period of five years, unless earlier terminated or replaced by mutual written agreement between Dr. Zamora and the Company. The MOU may also be earlier terminated in the event any clinic or the Company materially breaches the terms and conditions of the MOU. In the event the MOU is terminated by Dr. Zamora for failure of the Company to supply AlloRx in accordance with its terms or by the Company without cause, the Standstill Agreement would be deemed terminated and of no further force or effect. Accounts Receivable and Revenues Dr. Zamora was also a significant customer of the Company in his capacity as a practicing physician. (See Note 9 for more information regarding Dr. Zamora.) As of October 31, 2023 and 2022, Dr. Zamora owed the Company $ 0 0 36,000 30,500 2 1 Accounts Payable and Other Accrued Liabilities The spouse of the Company’s Chief Science Officer, through an entity she controls, leases office and lab space to the Company. As of October 31, 2023 and 2022, the Company owes this entity $ 28,222 0 5,645 As of October 31, 2023 and 2022, the Company owed an entity controlled by Dr. Zamora $ 0 137,953 As of October 31, 2023 and 2022, the Company owed the former CEO of Fitore $ 0 94,559 Convertible Notes, Debt Discount and Accrued Interest On August 1, 2021, in connection with the acquisition of Fitore (Note 4), the Company issued 2021 Series Unsecured Convertible Notes in the amount of $ 1,000,000 5 July 31, 2024 26.00 200,000 320,000 12,741 $480,000 480,000 23,821 31,276 53,804 29,983 Lease with Spouse of Chief Science Officer The spouse of our Chief Science Officer, through entities she controls, leases office and lab space to our company. The rent is $ 5,645 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. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Oct. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 11 INCOME TAXES The Company accounts for income taxes in accordance with ASC 740, Income Taxes. Under the provisions of ASC 740, a deferred tax asset or liability (net of a valuation allowance) is provided in the financial statements by applying the provisions of applicable laws to measure the deferred tax consequences of temporary differences that will result in taxable or deductible amounts in future years as a result of events recognized in the financial statements in the current or ensuing years. The Company has not recorded an income tax expense. The Company has a net operating loss and has provided a valuation allowance against net deferred tax assets due to uncertainties regarding the Company’s ability to realize these assets. Significant components of the Company’s net deferred tax assets for federal and state income taxes at October 31, 2023 and 2022 consist of the following: SCHEDULE OF NET DEFERRED TAX ASSETS FOR FEDERAL AND STATE INCOME TAXES 2023 2022 Years Ended October 31, 2023 2022 Net operating loss carryforward $ 3,074,000 $ 2,163,000 Stock compensation 1,579,000 1,258,000 Basis of shares in subsidiary 442,000 445,000 Capitalized intangible costs (116,000 ) (253,000 ) Accruals and reserves 69,000 94,000 Deferred tax assets 5,048,000 3,707,000 Valuation allowance (5,048,000 ) (3,707,000 ) Effective income tax asset $ – $ – As of October 31, 2023 and 2022, the Company has net operating loss carry forwards of approximately $ 12,102,000 8,465,000 The net operating loss carry forwards generated from tax years ending after December 31, 2017 will not expire. Net operating loss carry forwards generated from tax years ending before January 1, 2018 expire after 20 years. 1,341,000 The valuation allowance is evaluated at the end of each year, considering positive and negative evidence about whether the asset will be realized. At that time, the allowance will either be increased or reduced; reduction could result in the complete elimination of the allowance if positive evidence indicates that the value of the deferred tax asset is no longer impaired, and the allowance is no longer required. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 12 Months Ended |
Apr. 30, 2024 | Oct. 31, 2023 | |
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 , for an aggregate purchase price of $ 300,000 (reflecting a 20 % original issue discount), and warrants to purchase shares of common stock of the Company (the “Warrants”), pursuant to a previously disclosed securities purchase agreement, dated November 16, 2023. Of the $ 300,000 purchase price, $ 150,000 was received prior to April 30, 2024 and recorded as Note Subscription Payable in Current Liabilities. On July 16, 2024, the Company entered into a letter agreement (the “Target Agreement”) with Target Capital 16 LLC (“Target”). Pursuant to the Target Agreement, in consideration of an additional $ 300,000 paid by Target to the Company, the outstanding notes issued by the Company to Target under the November 2023 Purchase Agreement, consisting of a (i) $ 2,500,000 original principal amount note dated November 16, 2023 (“First Note”) and (ii) $ 1,250,000 3,300,000 825,000 4,125,000 | NOTE 12 SUBSEQUENT EVENTS On November 16, 2023, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an accredited investor, pursuant to which the Company issued and sold to the investor, in a private placement, (i) a senior secured convertible note (the “Note”) in the principal amount of $ 2,500,000 , for a purchase price of $ 2,000,000 (reflecting a 20% Interest on the Note 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 Note will mature at the earlier of (i) May 16, 2024 (six months from the issuance date) and (ii) the occurrence of a Liquidity Event (as defined in the Note), provided that the Company may extend the maturity date to August 16, 2024. The Note is secured by all of the Company’s assets pursuant to a security agreement between the Company and the investor. The Note will be convertible 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 Note) 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 Note if, at the time (a) a Liquidity Event has occurred and (b) the underlying shares are registered for resale. The Warrants will be exercisable into the number the shares of common stock obtained by dividing 100% of the original principal amount of the Note by (ii) the Liquidity Event Price (as defined in the Note); provided, however, that if no Liquidity Event has occurred by the maturity date, then such percentage will be 150%. The 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 In connection with the Purchase Agreement, the Company entered into a registration rights agreement with the investor (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company agreed to file a registration statement for the resale of the shares underlying the Note and the Warrants with the Securities and Exchange Commission within 30 days of execution of the Registration Rights Agreement and to have such registration statement declared effective by the maturity date of the Note. On November 16, 2023, the Company entered into a consulting agreement (the “Consulting Agreement”) with Alchemy Advisory LLC (“Alchemy”), pursuant to which the Company engaged Alchemy as a strategy business consultant for a term of six months. Pursuant to the Consulting Agreement, the Company paid Alchemy a fee of $ 50,000 50,000 the Company agreed to issue to Alchemy, 20,000 shares of common stock; provided that in the event that the initial public offering or direct listing price per share is less than $15 then the number shares of common stock will equal $300,000 (valued based on the initial public offering or direct listing price) In connection with the foregoing, the Company relied upon the exemption from registration provided under Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering. On January 10, 2024, the “Company issued and sold to an accredited investor, in a private placement, (i) a senior secured convertible note in the principal amount of $ 1,250,000 1,000,000 20% The January 10, 2024 Note will mature at the earlier of (i) July 10, 2024 (six months from the issuance date) and (ii) the occurrence of a Liquidity Event as described fully above, provided that the Company may extend the maturity date to October 10, 2024. |
NATURE OF ORGANIZATION AND SU_2
NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Apr. 30, 2024 | Oct. 31, 2023 | |
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 Presentation On June 23, 2023, the Board of Directors of the Company approved a 1-for-26 reverse stock split 0.001 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”). | 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. | 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 % and 3 % respectively, of the Company’s total revenues were derived from sales to an entity controlled by the Company’s former Chief Executive Officer and President, Dr. Jack Zamora (“Dr. Zamora”) (Note 10). Dr. Zamora is also a 30 % stockholder. During the six months ended April 30, 2024, 38 %, 25 % and 11 % of the Company’s total revenue was attributable to product sales to three customers. Also, during the six months ended April 30, 2023, one customer accounted for 45 % of the Company’s revenues. Other than the revenues derived through sales the customers referenced herein, no customer accounted for greater than 10 % of the Company’s gross sales for the six months ended April 30, 2024 or 2023. In addition to the product revenue concentrations noted above, the Company recognized $ 25,000 in consulting revenue from a single client during the three months ended April 30, 2023. This amount was 4 % of the total revenue recognized for the period. | 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 years ended October 31, 2023 and 2022, 2 1 30 43 15 17 15 14 10 25,000 1 600,000 18 |
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. | 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. | 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 | 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 Year Ended Year Ended Revenues: Research and development products $ 574,293 $ 1,072,312 AlloRx Stem Cells to Foreign Third-Party Clinics 893,474 1,174,456 Consulting revenue 25,000 600,000 InfiniVive products 204,414 236,788 Fitore products 66,270 209,737 Total $ 1,763,451 $ 3,293,293 Total Revenues $ 1,763,451 $ 3,293,293 |
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 in revenue, which is composed of $ 685,005 of deferred revenue, less $ 159,618 of prepaid project costs. The amount recorded as net deferred revenue will be recognized if and when the Company achieves and delivers the milestones under the terms of the agreement. 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 and $ 0 in previously deferred revenue, respectively and $ 0 and $ 50,147 in expenses related to the JOA, respectively. The expenses are included in the Selling, general and administrative line on the accompanying consolidated statements of operations. As of July 31, 2023, upon the expiration of the European Wellness Agreement, the Company recognized $ 250,000 as other project income that was deemed as non-refundable by the amendment and offset by $ 58,254 in project related expenses. In accordance with ASC 606, the Company determined that it did not satisfy the performance obligations at a point in time (ASC paragraph 606-10-25-30) and did not recognize the aforementioned amount as revenue. | Deferred Revenue The Company has recorded deferred revenue in connection with a Joint Operating Agreement (as subsequently amended, the “JOA”) executed 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 to be 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 October 31, 2023, the Company has net deferred $ 525,387 685,005 159,618 The table below summarizes Deferred Revenues as of October 31, 2023: SUMMARY OF DEFERRED REVENUES October 31, 2022 Other Project Income Recognized Net Revenue Deferred October 31, 2023 Deferred Revenue $ 650,000 $ (191,746 ) $ 67,133 $ 525,387 Total $ 650,000 $ (191,746 ) $ 67,133 $ 525,387 The table below summarizes Deferred Revenues as of October 31, 2022: October 31, 2021 Revenue Recognized Revenue Deferred October 31, 2022 Deferred Revenue $ 500,000 $ (500,000 ) $ 650,000 $ 650,000 Total $ 500,000 $ (500,000 ) $ 650,000 $ 650,000 During the years ended October 31, 2023 and 2022, the Company recognized as revenue $ 0 500,000 0 78,257 As of October 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 and $ 119,671 , respectively, net of allowances. The Company monitors accounts receivable for collectability and when doubt as to the realization of amounts recorded arises, an allowance is recorded and/or accounts deemed to be uncollectible will be written off. As of April 30, 2024 and October 31, 2023, the allowance for doubtful accounts was $ 975 and $ 975 , respectively. As of April 30, 2024, two customers accounted for 50 % and 26 % of accounts receivable. As of October 31, 2023, 39 % and 35 %, of the Company’s accounts receivable were attributable to sales to two customers. No other customer comprised more than 10% of the accounts receivable balance as of October 31, 2023 or 2022. | 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 October 31, 2023 and 2022, total accounts receivable amounted to $ 119,671 73,537 975 2,500 As of October 31, 2023, two customers accounted for 39 35 28 10 10 |
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 | 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 years ended October 31, 2023 and 2022, 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 October 31, 2023 October 31, 2022 Stock options outstanding 1,112,923 1,124,076 Shares to be issued in connection with exercise of warrants 444,454 523,302 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 13,102 - 2023 Series Convertible Notes Payable – Stock Settled - warrants issuable 3,076 - 2023 Series B Convertible Notes Payable - Stock Settled 41,487 - 2023 Series B Convertible Notes Payable - Stock Settled - warrants issuable 39,881 - Total 1,681,077 1,673,532 Anti-dilutive shares 1,681,077 1,673,532 |
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. | 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 October 31, 2023 October 31, 2022 Raw materials $ 18,856 $ 112,023 Finished goods 151,896 168,115 Total inventory $ 170,752 $ 280,138 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 years ended October 31, 2023 and 2022, the Company did no |
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 and $ 82,325 respectively. | 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 October 31, 2023 and 2022 were $ 82,325 8,390 |
Leases | Leases In May 2023, the Company executed a new office lease for its executive offices, with the lease starting July 1, 2023. The Company recognized an initial operating lease right-of-use asset of $ 271,396 271,396 72,536 55,616 | |
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 and $ 0 of costs that had previously been recorded as Deferred Offering Costs, respectively. | Deferred Offering Costs The Company defers, as other 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. |
Property and Equipment | Property and Equipment Property, equipment, and leasehold improvements are recorded at historical cost. The cost of property and equipment is depreciated over the estimated useful lives, when placed in service (ranging from 3 5 | |
Intangible Assets and Impairment | Intangible Assets and Impairment Intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. Assets not subject to amortization are tested for impairment at least annually. The Company periodically reviews its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less that the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. | |
Goodwill | Goodwill Goodwill is the excess of acquisition cost over the fair value of the net assets of acquired businesses. The Company does not amortize goodwill but assesses goodwill for impairment at least annually or when there has been a material change in circumstances, using the market approach. | |
Stock Based Compensation | Stock Based Compensation The Company accounts for expenses associated with shares issued for services using the fair value method following the guidance outlined in Section 718-10 of the FASB ASC for disclosure about stock-based compensation. This section requires a public entity to measure the cost of employee and non-employee services received in exchange for an award of equity instruments based on the grant date fair value of the award (with limited exceptions). That cost is recognized over the period during which the service is provided. No compensation cost is recognized for equity instruments for which service is not provided or rendered. | |
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. | 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 | 12 Months Ended |
Apr. 30, 2024 | Oct. 31, 2023 | |
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 | The following table summarizes the Company’s revenue for the reporting periods, disaggregated by product or service type: SCHEDULE OF DISAGGREGATION OF REVENUE Year Ended Year Ended Revenues: Research and development products $ 574,293 $ 1,072,312 AlloRx Stem Cells to Foreign Third-Party Clinics 893,474 1,174,456 Consulting revenue 25,000 600,000 InfiniVive products 204,414 236,788 Fitore products 66,270 209,737 Total $ 1,763,451 $ 3,293,293 Total Revenues $ 1,763,451 $ 3,293,293 |
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 | The table below summarizes Deferred Revenues as of October 31, 2023: SUMMARY OF DEFERRED REVENUES October 31, 2022 Other Project Income Recognized Net Revenue Deferred October 31, 2023 Deferred Revenue $ 650,000 $ (191,746 ) $ 67,133 $ 525,387 Total $ 650,000 $ (191,746 ) $ 67,133 $ 525,387 The table below summarizes Deferred Revenues as of October 31, 2022: October 31, 2021 Revenue Recognized Revenue Deferred October 31, 2022 Deferred Revenue $ 500,000 $ (500,000 ) $ 650,000 $ 650,000 Total $ 500,000 $ (500,000 ) $ 650,000 $ 650,000 |
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 ANTI-DILUTIVE SECURITIES EXCLUDED EARNINGS PER SHARE October 31, 2023 October 31, 2022 Stock options outstanding 1,112,923 1,124,076 Shares to be issued in connection with exercise of warrants 444,454 523,302 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 13,102 - 2023 Series Convertible Notes Payable – Stock Settled - warrants issuable 3,076 - 2023 Series B Convertible Notes Payable - Stock Settled 41,487 - 2023 Series B Convertible Notes Payable - Stock Settled - warrants issuable 39,881 - Total 1,681,077 1,673,532 Anti-dilutive shares 1,681,077 1,673,532 |
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 | 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 October 31, 2023 October 31, 2022 Raw materials $ 18,856 $ 112,023 Finished goods 151,896 168,115 Total inventory $ 170,752 $ 280,138 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 6 Months Ended | 12 Months Ended |
Apr. 30, 2024 | Oct. 31, 2023 | |
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 | As of October 31, 2023, the estimated fair values of the Company’s financial liabilities are presented in the following table: SCHEDULE OF FAIR VALUE ON FINANCIAL LIABILITIES October 31, 2023 2023 Series Convertible Notes Payable - Stock Settled - Derivative/Warrant Liability $ 63,969 2023 Series B Convertible Notes Payable – Stock Settled – Derivative/Warrant Liability 829,294 Total $ 893,263 |
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 | 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 Convertible Notes Payable, categorized as Level 3: SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON RECURRING BASIS Year Ended Year Ended October 31, 2022 Beginning Balance $ - $ - Additions 996,598 - Total (gains) or losses (realized/unrealized) (103,335 ) - Included in operations - - Ending Balance $ 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 | 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 October 31, 2023 October 31, 2022 Risk-free interest rate 3.60 3.93 % - Dividend yield 0.00 - Volatility factor 161.52 200.29 % - Weighted average expected life 2.5 - |
2024 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 | 12 Months Ended |
Apr. 30, 2024 | Oct. 31, 2023 | |
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 | The following is a summary of property and equipment, less accumulated depreciation at the balance sheet dates: SCHEDULE OF PROPERTY AND EQUIPMENT October 31, 2023 October 31, 2022 Leasehold improvements $ 12,840 $ 12,840 Property and equipment 1,046,925 925,427 Total cost 1,059,765 938,267 Less accumulated depreciation (739,351 ) (586,327 ) Net property and equipment $ 320,414 $ 351,940 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended | 12 Months Ended |
Apr. 30, 2024 | Oct. 31, 2023 | |
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 | The following table sets forth the carrying amounts of intangible assets and goodwill including accumulated amortization as of October 31, 2023: SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL Remaining Cost Accumulated Amortization and Impairment Net Carrying Trademarks and tradenames 12.75 $ 693,330 $ (391,214 ) $ 302,116 Patents, know-how and unpatented technology 12.75 710,060 (356,648 ) 353,412 Customer relationships 0.75 114,536 (102,251 ) 12,285 Total 1,517,926 (850,113 ) 667,813 Remaining Useful Life Cost Impairment Net Carrying Value Goodwill Indefinite $ 4,523,040 $ (914,091 ) $ 3,608,949 The following table sets forth the carrying amounts of intangible assets and goodwill including accumulated amortization as of October 31, 2022: Remaining Cost Accumulated Amortization and Impairment Net Carrying Trademarks and tradenames 13.75 $ 693,330 $ (46,222 ) $ 647,108 Patents, know-how and unpatented technology 13.75 710,060 (47,337 ) 662,723 Customer relationships 1.75 114,536 (46,966 ) 67,570 Total 1,517,926 (140,525 ) 1,377,401 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 | 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 2024 2025 51,416 2026 51,416 2027 51,416 2028 51,416 Total $ 269,361 |
LEASE OBLIGATIONS (Tables)
LEASE OBLIGATIONS (Tables) | 6 Months Ended | 12 Months Ended |
Apr. 30, 2024 | Oct. 31, 2023 | |
Leases [Abstract] | ||
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 | 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 October 31, 2023 October 31, 2022 Assets Noncurrent: Operating Right-of-use asset – operating lease $ 476,241 $ 277,381 Finance Property and equipment, net 33,294 74,324 Total Lease Assets $ 509,535 $ 351,705 Liabilities Current: Operating Operating lease liabilities $ 130,150 $ 50,055 Finance Finance lease liabilities 61,832 62,979 Noncurrent: Operating Operating lease liabilities 346,091 227,326 Finance Finance lease liabilities 17,123 78,955 Total Lease Liabilities $ 555,196 $ 419,315 |
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 | 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 2023 2022 Statements of Operations Years Ended October 31, Location 2023 2022 Operating lease expense General and administrative expense $ 203,274 $ 145,710 Finance lease expense: Interest on lease liability Interest expense 9,795 13,530 Total Lease expense $ 213,069 $ 159,240 |
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 | Minimum contractual obligations for the Company’s leases (undiscounted) as of October 31, 2023 were as follows: SCHEDULE OF MINIMUM CONTRACTUAL OBLIGATIONS OF LEASES Operating Finance Fiscal year 2024 $ 161,044 $ 65,387 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 $ 756,939 $ 83,340 Less Imputed interest (280,698 ) (4,385 ) Total lease liability $ 476,241 $ 78,955 |
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. | 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 October 31, 2023 October 31, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Weighted-average remaining lease term (in years) 4.9 1.41 7.6 2.3 Weighted-average discount rate (1) 10.00 % 7.49 % 10.00 % 7.61 % (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 | The following table includes other quantitative information for the Company’s leases for the periods indicated: SCHEDULE OF CASH FLOW INFORMATION RELATED TO LEASES 2023 2022 Years Ended October 31, 2023 2022 Cash paid for amounts included in measurement of lease liabilities Cash payments for operating leases $ 133,598 $ 145,710 Cash payments for finance leases $ 71,566 $ 75,678 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended | 12 Months Ended |
Apr. 30, 2024 | Oct. 31, 2023 | |
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 | The table below presents outstanding debt instruments as of October 31, 2023 and October 31, 2022: SCHEDULE OF OUTSTANDING DEBT INSTRUMENTS October 31, 2023 October 31, 2022 Short Term 2021 Series convertible notes – related party $ 480,000 $ - 2024 Series Senior Secured convertible notes Discount 2024 Series Senior Secured convertible notes Total Short-Term Debt 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 2021 Series convertible notes – related party - 480,000 2022 Series convertible notes 200,000 200,000 2023 Series convertible notes – stock settled 405,000 - Discount 2023 Series convertible notes (64,285 ) - 2023 Series B convertible notes – stock settled 1,312,600 - Discount 2023 Series B convertible notes (891,582 ) - Total Long-Term Debt 2,950,979 2,669,246 Total Debt $ 3,430,979 $ 2,669,246 |
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 | The table below presents the future maturities of outstanding debt obligations as of October 31, 2023: SCHEDULE OF FUTURE MATURITIES OUTSTANDING DEBT OBLIGATIONS Fiscal year 2024 $ 480,000 Fiscal year 2024 Fiscal year 2025 - Fiscal year 2026 1,989,246 Fiscal year 2027 200,000 Fiscal year 2028 1,717,600 Total $ 4,386,846 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 6 Months Ended | 12 Months Ended |
Apr. 30, 2024 | Oct. 31, 2023 | |
Equity [Abstract] | ||
SCHEDULE OF CUMULATIVE DIVIDENDS | Cumulative dividends earned as of October 31, 2023 and 2022 are set forth in the table below: SCHEDULE OF CUMULATIVE DIVIDENDS Stockholders at Accumulated Balance at October 31, 2021 35 $ 173,496 Issued - 126,542 Converted (35 ) (300,038 ) Balance at October 31, 2022 - $ - Issued - - Converted - - Balance at October 31, 2023 - $ - | |
SCHEDULE OF FAIR VALUE OPTIONS ASSUMPTIONS | The fair value of the options granted 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 OPTIONS ASSUMPTIONS October 31, 2023 October 31, 2022 Risk-free interest rate - 1.67 2.99 % Dividend yield - 0.00 Volatility factor - 195 198 % Weighted average expected life - 10 | |
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 | The table below presents option activity for the years ended October 31, 2023 and 2022: 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, 2021 1,085,769 $ 8.18 7.56 $ 1,395,000 Options exercised - - - - Options granted 205,767 26.00 9.91 - Options expired - - - - Options forfeited (167,460 ) (13.00 ) ( 8.9 ) (2,247,140 ) Balance at October 31, 2022 1,124,076 10.79 7.64 19,873,680 Options exercised - - - - Options granted - - - - Options expired - - - - Options forfeited (11,153 ) (6.05 ) ( 7.78 ) - Balance at October 31, 2023 1,112,923 $ 10.84 6.64 $ 16,889,060 |
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 | A summary of the Company’s common stock underlying the outstanding warrants as of October 31, 2023 and 2022 is as follows: SCHEDULE OF COMMON STOCK UNDERLYING OUTSTANDING WARRANTS Underlying Number of Average Weighted Outstanding – October 31, 2021 523,300 $ 19.50 3.32 Warrants A – Granted during the period - - - Warrants B – Granted during the period - - - Warrants A – Expired during the period - - - Warrants B – Expired during the period - - - Outstanding at October 31, 2022 523,300 19.50 2.32 Warrants A – Granted during the period - - - Warrants B – Granted during the period - - - Warrants A – Expired during the period (78,846 ) 13.00 - Warrants B – Expired during the period - - - Outstanding – October 31, 2023 444,454 $ 20.56 1.65 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Oct. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF NET DEFERRED TAX ASSETS FOR FEDERAL AND STATE INCOME TAXES | Significant components of the Company’s net deferred tax assets for federal and state income taxes at October 31, 2023 and 2022 consist of the following: SCHEDULE OF NET DEFERRED TAX ASSETS FOR FEDERAL AND STATE INCOME TAXES 2023 2022 Years Ended October 31, 2023 2022 Net operating loss carryforward $ 3,074,000 $ 2,163,000 Stock compensation 1,579,000 1,258,000 Basis of shares in subsidiary 442,000 445,000 Capitalized intangible costs (116,000 ) (253,000 ) Accruals and reserves 69,000 94,000 Deferred tax assets 5,048,000 3,707,000 Valuation allowance (5,048,000 ) (3,707,000 ) Effective income tax asset $ – $ – |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - 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 | Oct. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Total Revenues | $ 572,937 | $ 307,843 | $ 997,147 | $ 651,874 | $ 1,763,451 | $ 3,293,293 |
Research and Development Products [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Total Revenues | 156,612 | 80,128 | 271,166 | 155,211 | 574,293 | 1,072,312 |
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 | 893,474 | 1,174,456 |
Consulting Revenue [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Total Revenues | 25,000 | 25,000 | 25,000 | 600,000 | ||
Infini Vive Products [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Total Revenues | 34,892 | 45,850 | 60,822 | 120,900 | 204,414 | 236,788 |
Fitore Products [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Total Revenues | $ 3,051 | $ 17,035 | $ 9,736 | $ 37,650 | $ 66,270 | $ 209,737 |
SUMMARY OF DEFERRED REVENUES (D
SUMMARY OF DEFERRED REVENUES (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Oct. 31, 2023 | Oct. 31, 2022 | |
Regulatory Liability [Line Items] | ||||
Deferred Revenue Beginning | $ 525,387 | $ 650,000 | $ 650,000 | $ 500,000 |
Other Project Income Recognized | (191,746) | (500,000) | ||
Revenue Deferred | 189,970 | 67,133 | 650,000 | |
Deferred Revenue Ending | 525,387 | 839,970 | 525,387 | 650,000 |
Deferred Revenue [Member] | ||||
Regulatory Liability [Line Items] | ||||
Deferred Revenue Beginning | 525,387 | 650,000 | 650,000 | 500,000 |
Other Project Income Recognized | (191,746) | (500,000) | ||
Revenue Deferred | 189,970 | 67,133 | 650,000 | |
Deferred Revenue Ending | $ 525,387 | $ 839,970 | $ 525,387 | $ 650,000 |
SCHEDULE OF ANTI-DILUTIVE SECUR
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED EARNINGS PER SHARE (Details) - shares | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Oct. 31, 2023 | Oct. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 2,246,925 | 1,691,474 | 1,681,077 | 1,673,532 |
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 | 1,112,923 | 1,124,076 |
Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 411,377 | 477,533 | 444,454 | 523,302 |
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 | 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 | 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 | 13,102 | |
2023 Series Convertible Notes Payable - Stock Settled - Warrants Issued [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares | 3,076 | 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 | 41,487 | |
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 | 39,881 | |
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 | Oct. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Raw materials | $ 11,736 | $ 18,856 | $ 112,023 |
Finished goods | 169,958 | 151,896 | 168,115 |
Total inventory | $ 181,694 | $ 170,752 | $ 280,138 |
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 | |||||||
Jun. 23, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | Jan. 31, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | Oct. 31, 2023 | Oct. 31, 2022 | Jul. 31, 2023 | May 31, 2023 | |
Product Information [Line Items] | ||||||||||
Stockholders' Equity, Reverse Stock Split | 1-for-26 reverse stock split | 1 to 26 reverse stock split | ||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Revenue | $ 572,937 | $ 307,843 | $ 997,147 | $ 651,874 | $ 1,763,451 | $ 3,293,293 | ||||
Deferred revenue current | 525,387 | 525,387 | 525,387 | 650,000 | ||||||
Composed of deferred revenue | 685,005 | 685,005 | 685,005 | |||||||
Prepaid project cost | 159,618 | 159,618 | 159,618 | |||||||
Revenue recognized | 0 | 0 | 500,000 | |||||||
Deferred revenue | 157,105 | 157,105 | 119,671 | 73,537 | ||||||
Project related expenses | 217,747 | |||||||||
Accounts receivables, related parties | 157,105 | 157,105 | 119,671 | 73,537 | ||||||
Allowance for doubtful accounts receivable | 975 | 975 | 975 | 2,500 | ||||||
Impairment expense | 0 | 0 | ||||||||
Capitalized patent costs | 82,811 | 82,811 | 82,325 | 8,390 | ||||||
Operating lease right of use asset | 409,900 | 409,900 | 476,241 | 277,381 | $ 271,396 | |||||
Operating lease liability | 409,900 | 409,900 | 476,241 | $ 271,396 | ||||||
Amortization of operating lease - right-of-use asset | 32,734 | 12,674 | 66,341 | 25,687 | $ 72,536 | 55,616 | ||||
Deferred Costs | 2,656,962 | 0 | 2,656,962 | 0 | ||||||
Minimum [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Property and equipment, estimated useful lives | 3 years | |||||||||
Maximum [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Property and equipment, estimated useful lives | 5 years | |||||||||
European Wellness Agreement [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Deferred revenue current | $ 250,000 | $ 250,000 | ||||||||
Project related expenses | 58,254 | $ 58,254 | ||||||||
Selling, General and Administrative Expenses [Member] | Joint Operating Agreement [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Deferred revenue | 0 | 78,257 | ||||||||
Other Selling, General and Administrative Expense | $ 0 | 50,147 | ||||||||
Consulting Revenue [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Revenue | $ 25,000 | $ 25,000 | $ 25,000 | $ 600,000 | ||||||
Total revenue percentage | 4% | 1% | 18% | |||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration risk percentage | 45% | 43% | 17% | |||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration risk percentage | 15% | 15% | ||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration risk percentage | 14% | |||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | No Customer [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration risk percentage | 10% | 10% | 10% | |||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration risk percentage | 38% | 2% | 1% | |||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Dr Jack Zamora [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration risk percentage | 30% | 30% | ||||||||
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] | 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% | 28% | |||||||
Accounts Receivables [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration risk percentage | 26% | 35% | 10% | |||||||
Accounts Receivables [Member] | Customer Concentration Risk [Member] | No Customer [Member] | ||||||||||
Product Information [Line Items] | ||||||||||
Concentration risk percentage | 10% | 10% |
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 | Oct. 31, 2022 | |
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 | $ 5,356,717 | $ 6,860,049 |
Working capital deficit | $ 8,300,000 | $ 8,300,000 | $ 1,700,000 |
SCHEDULE OF FAIR VALUE ON FINAN
SCHEDULE OF FAIR VALUE ON FINANCIAL LIABILITIES (Details) - USD ($) | Apr. 30, 2024 | Oct. 31, 2023 | Oct. 31, 2022 |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |||
Financial liabilities, fair values | $ 457,152 | $ 893,263 | |
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 | 63,969 | ||
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 | $ 829,294 | ||
Financial liabilities, fair values | 424,414 | ||
2024 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 | Oct. 31, 2022 | |
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) | |
Included in operations | |||
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 | Oct. 31, 2022 | |
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 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 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 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 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 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 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 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 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 | 12 Months Ended | |||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | Oct. 31, 2023 | Oct. 31, 2022 | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||||
Derivative warrant liability | $ 464,374 | $ 707 | $ 103,335 | |||
2023 Series Convertible Notes Payable [Member] | ||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||||
Derivative warrant liability | $ 1,923 | $ (656) | (436,111) | $ (707) | ||
2024 Senior Secured Convertible Notes Payable [Member] | ||||||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||||||
Unrealized gain on derivatives | $ 10,951 | |||||
Unrealized gain on derivatives | $ (28,262) |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Apr. 30, 2024 | Oct. 31, 2023 | Oct. 31, 2022 |
Property, Plant and Equipment [Abstract] | |||
Leasehold improvements | $ 12,840 | $ 12,840 | $ 12,840 |
Property and equipment | 1,046,925 | 1,046,925 | 925,427 |
Total cost | 1,059,765 | 1,059,765 | 938,267 |
Less accumulated depreciation | (831,136) | (739,351) | (586,327) |
Net property and equipment | $ 228,629 | $ 320,414 | $ 351,940 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (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 | Oct. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation expense | $ 48,241 | $ 39,675 | $ 91,785 | $ 78,039 | $ 153,023 | $ 163,799 |
SCHEDULE OF INTANGIBLE ASSETS A
SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Apr. 30, 2024 | Oct. 31, 2023 | Oct. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||
Cost | $ 1,517,926 | $ 1,517,926 | $ 1,517,926 |
Accumulated Amortization | (884,009) | (850,113) | (140,525) |
Net Carrying Value | 633,917 | 667,813 | 1,377,401 |
Net Carrying Value | $ 3,608,949 | $ 3,608,949 | $ 3,608,949 |
Goodwill [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remaining Useful Life | Indefinite | Indefinite | Indefinite |
Cost | $ 4,523,040 | $ 4,523,040 | $ 4,523,040 |
Impairment | (914,091) | (914,091) | (914,091) |
Net Carrying Value | $ 3,608,949 | $ 3,608,949 | $ 3,608,949 |
Trademarks and Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remaining Useful Life | 12 years 3 months | 12 years 9 months | 13 years 9 months |
Cost | $ 693,330 | $ 693,330 | $ 693,330 |
Accumulated Amortization | (403,062) | (391,214) | (46,222) |
Net Carrying Value | $ 290,268 | $ 302,116 | $ 647,108 |
Patents [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remaining Useful Life | 12 years 3 months | 12 years 9 months | 13 years 9 months |
Cost | $ 710,060 | $ 710,060 | $ 710,060 |
Accumulated Amortization | (370,508) | (356,648) | (47,337) |
Net Carrying Value | $ 339,552 | $ 353,412 | $ 662,723 |
Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Remaining Useful Life | 3 months | 9 months | 1 year 9 months |
Cost | $ 114,536 | $ 114,536 | $ 114,536 |
Accumulated Amortization | (110,439) | (102,251) | (46,966) |
Net Carrying Value | $ 4,197 | $ 12,285 | $ 67,570 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION EXPENSE (Details) - USD ($) | Apr. 30, 2024 | Oct. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2025 | $ 51,416 | $ 63,697 |
2024 | 63,697 | |
2026 | 51,416 | 51,416 |
2027 | 51,416 | 51,416 |
2028 | 51,416 | 51,416 |
2028 | 51,416 | |
Total | $ 269,361 | $ 269,361 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (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 | Oct. 31, 2022 | |
Amortization of intangible assets | $ 16,948 | $ 32,934 | $ 33,896 | $ 65,868 | $ 131,736 | $ 131,735 |
Impairment expense | 577,852 | $ 914,091 | ||||
Fitore Inc [Member] | ||||||
Impairment expense | 243,795 | |||||
Infini Vive MD [Member] | ||||||
Impairment expense | $ 334,057 |
SCHEDULE OF BALANCE SHEET RELAT
SCHEDULE OF BALANCE SHEET RELATED TO LEASES (Details) - USD ($) | Apr. 30, 2024 | Oct. 31, 2023 | May 31, 2023 | Oct. 31, 2022 |
Leases [Abstract] | ||||
Operating | $ 409,900 | $ 476,241 | $ 271,396 | $ 277,381 |
Finance | 15,500 | 33,294 | 74,324 | |
Total Lease Assets | 425,400 | 509,535 | 351,705 | |
Operating | 124,771 | 130,150 | 50,055 | |
Finance | 35,269 | 61,832 | 62,979 | |
Operating | 285,129 | 346,091 | 227,326 | |
Finance | 10,322 | 17,123 | 78,955 | |
Total Lease Liabilities | $ 455,491 | $ 555,196 | $ 419,315 |
SCHEDULE OF OPERATIONS RELATED
SCHEDULE OF OPERATIONS RELATED TO LEASES (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Oct. 31, 2023 | Oct. 31, 2022 | |
Leases [Abstract] | ||||
Operating lease expense | $ 109,051 | $ 102,517 | $ 203,274 | $ 145,710 |
Interest on lease liability | 3,996 | 5,800 | 9,795 | 13,530 |
Total Lease expense | $ 113,047 | $ 108,317 | $ 213,069 | $ 159,240 |
SCHEDULE OF MINIMUM CONTRACTUAL
SCHEDULE OF MINIMUM CONTRACTUAL OBLIGATIONS OF LEASES (Details) - USD ($) | Apr. 30, 2024 | Oct. 31, 2023 | May 31, 2023 |
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |||
Operating lease, 2024 | $ 81,018 | $ 161,044 | |
Operating lease, 2025 | 163,902 | 163,902 | |
Operating lease, 2026 | 166,760 | 166,760 | |
Operating lease, 2027 | 84,609 | 84,609 | |
Operating lease, 2028 | 67,734 | 67,734 | |
Operating lease, thereafter | 112,890 | ||
Operating lease, total lease payments | 676,909 | 756,939 | |
Operating lease, less imputed interest | (267,009) | (280,698) | |
Operating lease, total lease liability | 409,900 | 476,241 | $ 271,396 |
Finance Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract] | |||
Finance lease 2024 | 35,270 | 65,387 | |
Finance lease, 2025 | 12,803 | 12,803 | |
Finance lease, 2026 | 5,150 | 5,150 | |
Finance lease, 2027 | |||
Operating lease, 2028 | |||
Finance lease, thereafter | |||
Finance lease, total lease payments | 53,223 | 83,340 | |
Finance lease, less imputed interest | (7,632) | (4,385) | |
Finance lease, total lease liability | 45,591 | $ 78,955 | |
Operating lease, thereafter | 112,890 | ||
Finance lease, thereafter |
SCHEDULE OF OTHER INFORMATION R
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES (Details) | Apr. 30, 2024 | Oct. 31, 2023 | Oct. 31, 2022 | |||
Leases [Abstract] | ||||||
Weighted-average remaining lease term, operating leases | 4 years 3 months 18 days | 4 years 10 months 24 days | 7 years 7 months 6 days | |||
Weighted-average remaining lease term, finance leases | 1 year 1 month 13 days | 1 year 4 months 28 days | 2 years 3 months 18 days | |||
Weighted-average discount rate, operating lease | 10% | [1] | 10% | [2] | 10% | [2] |
Weighted-average discount rate, finance leases | 7.29% | [1] | 7.49% | [2] | 7.61% | [2] |
[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.[2]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 | 12 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Oct. 31, 2023 | Oct. 31, 2022 | |
Leases [Abstract] | ||||
Cash payments for operating leases | $ 108,248 | $ 51,258 | $ 133,598 | $ 145,710 |
Cash payments for finance leases | $ 33,364 | $ 30,881 | $ 71,566 | $ 75,678 |
LEASE OBLIGATIONS (Details Narr
LEASE OBLIGATIONS (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Apr. 30, 2024 USD ($) | Apr. 30, 2023 USD ($) | Apr. 30, 2024 USD ($) | Apr. 30, 2023 USD ($) | Oct. 31, 2023 USD ($) | Oct. 31, 2022 USD ($) | May 31, 2023 USD ($) ft² | |
Leases [Abstract] | |||||||
Lessee operating lease renewal term | 5 years | 5 years | 5 years | ||||
Area of land | ft² | 2,978 | ||||||
Operating lease right of use asset | $ 409,900 | $ 409,900 | $ 476,241 | $ 277,381 | $ 271,396 | ||
Operating lease liability | 409,900 | 409,900 | 476,241 | $ 271,396 | |||
Amortization of operating lease - right-of-use asset | $ 32,734 | $ 12,674 | $ 66,341 | $ 25,687 | $ 72,536 | $ 55,616 |
SCHEDULE OF OUTSTANDING DEBT IN
SCHEDULE OF OUTSTANDING DEBT INSTRUMENTS (Details) - USD ($) | Apr. 30, 2024 | Oct. 31, 2023 | Oct. 31, 2022 |
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 | 767,288 |
Unsecured 4% note payable – related party | 1,221,958 | 1,221,958 | 1,221,958 |
2021 Series convertible notes – related party | 480,000 | ||
2022 Series convertible notes | 200,000 | 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 | 2,669,246 |
Total Debt | $ 5,906,562 | $ 3,430,979 | $ 2,669,246 |
SCHEDULE OF FUTURE MATURITIES O
SCHEDULE OF FUTURE MATURITIES OUTSTANDING DEBT OBLIGATIONS (Details) - USD ($) | Apr. 30, 2024 | Oct. 31, 2023 |
Debt Disclosure [Abstract] | ||
Fiscal year 2025 | $ 480,000 | |
Fiscal year 2024 | 4,448,750 | |
Fiscal year 2026 | 1,989,246 | |
Fiscal year 2027 | 200,000 | 1,989,246 |
Fiscal year 2028 | 1,717,600 | 200,000 |
Fiscal year 2028 | 1,717,600 | |
Total | $ 8,355,596 | $ 4,386,846 |
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 | Jun. 23, 2023 | Jan. 06, 2023 | Jul. 31, 2023 | Jun. 30, 2023 | Apr. 30, 2023 | Mar. 31, 2023 | Jan. 31, 2023 | Jul. 30, 2022 | Jul. 30, 2022 | Jun. 30, 2022 | Apr. 30, 2024 | Apr. 30, 2023 | Jan. 31, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | Oct. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2024 | Jul. 31, 2022 | Mar. 31, 2022 | Mar. 01, 2022 | |
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest expense | $ 2,160,299 | $ 56,937 | $ 2,331,928 | $ 96,630 | $ 270,182 | $ 198,450 | ||||||||||||||||||
Convertible long term notes payable | 200,000 | 200,000 | $ 200,000 | 200,000 | ||||||||||||||||||||
Shares issued, price per share | $ 0.75 | |||||||||||||||||||||||
Pre-money valuation amount | $ 200,000,000 | |||||||||||||||||||||||
Conversion price | $ 0.25 | $ 0.25 | ||||||||||||||||||||||
Conversion price trigger | 0.75 | $ 0.75 | ||||||||||||||||||||||
Exercise price | $ 16.25 | $ 16.25 | $ 16.25 | |||||||||||||||||||||
Reverse stock split, description | 1-for-26 reverse stock split | 1 to 26 reverse stock split | ||||||||||||||||||||||
Warrants and Rights Outstanding, Term | 5 years | |||||||||||||||||||||||
Debt percent | 200% | |||||||||||||||||||||||
Inception of the stock settled debt | $ 175,000 | $ 262,533 | $ 135,000 | $ 135,000 | ||||||||||||||||||||
Warrant liability | 457,152 | 457,152 | 893,263 | |||||||||||||||||||||
Accretion expense | 2,190,620 | $ 6,279 | 40,730 | |||||||||||||||||||||
Derivative warrant liability | 2,861,775 | $ 2,861,775 | ||||||||||||||||||||||
Share Price | $ 26 | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | ||||||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Conversion price | $ 6.50 | |||||||||||||||||||||||
January 2023 Notes [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Accrued | 42,396 | $ 42,396 | $ 26,240 | $ 0 | ||||||||||||||||||||
Debt net discount | 73,213 | 73,213 | 73,213 | |||||||||||||||||||||
Beneficial conversion feature | 135,000 | 135,000 | ||||||||||||||||||||||
Debt discount | $ 208,213 | $ 208,213 | $ 208,213 | |||||||||||||||||||||
Effective interest rate | 13% | 13% | 13% | 13% | 13% | 13% | ||||||||||||||||||
Accretion expense | $ 2,999 | $ 2,611 | $ 5,968 | $ 3,269 | $ 8,927 | |||||||||||||||||||
Fair value of the warrant liability | 138 | 136 | 31,231 | 187 | 9,243 | |||||||||||||||||||
Interest expense, debt | 7,989 | $ 7,900 | 16,156 | $ 9,907 | 26,240 | |||||||||||||||||||
March 2023 Notes [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Accrued | 68,732 | 68,732 | 37,314 | 0 | ||||||||||||||||||||
Debt net discount | 568,574 | 568,574 | 568,574 | |||||||||||||||||||||
Beneficial conversion feature | 262,533 | 262,533 | ||||||||||||||||||||||
Debt discount | $ 831,108 | $ 831,108 | $ 831,108 | |||||||||||||||||||||
Effective interest rate | 44.60% | 44.60% | 44.60% | 44.60% | 44.60% | 44.60% | ||||||||||||||||||
Accretion expense | $ 12,217 | $ 3,111 | $ 23,443 | $ 3,111 | $ 22,176 | |||||||||||||||||||
Fair value of the warrant liability | 1,071 | 520 | 242,940 | 520 | 70,973 | |||||||||||||||||||
Interest expense, debt | 15,536 | 5,552 | 31,418 | 5,552 | 37,314 | |||||||||||||||||||
June 2023 Notes [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Accrued | 36,493 | 36,493 | 15,551 | 0 | ||||||||||||||||||||
Debt net discount | 354,810 | 354,810 | 354,810 | |||||||||||||||||||||
Beneficial conversion feature | 175,000 | 175,000 | ||||||||||||||||||||||
Debt discount | $ 529,810 | $ 529,810 | $ 529,810 | |||||||||||||||||||||
Effective interest rate | 39.50% | 39.50% | 39.50% | |||||||||||||||||||||
Accretion expense | $ 7,826 | $ 15,104 | $ 9,627 | |||||||||||||||||||||
Fair value of the warrant liability | 714 | 161,940 | 23,119 | |||||||||||||||||||||
Interest expense, debt | $ 10,356 | $ 20,942 | 15,551 | |||||||||||||||||||||
2024 Senior Secured Convertible Notes [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Purchase price | $ 175,000 | $ 1,000,000 | $ 2,000,000 | |||||||||||||||||||||
Principal amount | $ 218,750 | $ 1,250,000 | $ 2,500,000 | |||||||||||||||||||||
original issue discount, rate | 20% | 20% | ||||||||||||||||||||||
Share Price | $ 15 | $ 15 | ||||||||||||||||||||||
2024 January Senior Secured Convertible Notes [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt net discount | $ 3,482,304 | $ 3,482,304 | ||||||||||||||||||||||
Beneficial conversion feature | 2,500,005 | |||||||||||||||||||||||
Debt discount | 5,232,309 | 5,232,309 | ||||||||||||||||||||||
Effective interest rate | 624% | 659% | ||||||||||||||||||||||
Accretion expense | 2,021,452 | 2,099,406 | ||||||||||||||||||||||
Fair value of the warrant liability | 10,949 | 28,264 | ||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | 750,000 | |||||||||||||||||||||||
2024 April Senior Secured Convertible Notes [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt net discount | 201,483 | 201,483 | ||||||||||||||||||||||
Beneficial conversion feature | 145,840 | |||||||||||||||||||||||
Debt discount | $ 303,573 | $ 303,573 | ||||||||||||||||||||||
Effective interest rate | 5.039% | 5.039% | ||||||||||||||||||||||
Accretion expense | $ 46,698 | $ 46,698 | ||||||||||||||||||||||
Fair value of the warrant liability | $ 2 | 2 | ||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | $ 43,750 | |||||||||||||||||||||||
January 2023 Notes and January 2023 Warrants [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Beneficial conversion feature | 135,000 | |||||||||||||||||||||||
Warrant liability | 73,213 | $ 73,213 | ||||||||||||||||||||||
Debt discount | 208,213 | 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 During Period, Shares, Conversion of Units | 416,667 | |||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Units | $ 2,500,005 | |||||||||||||||||||||||
2024 April Senior Secured Convertible Notes [Member] | Common Stock [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Conversion of Units | 24,306 | |||||||||||||||||||||||
Stock Issued During Period, Value, Conversion of Units | $ 145,840 | |||||||||||||||||||||||
January 2023 Warrants [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt net discount | 73,213 | 73,213 | ||||||||||||||||||||||
Derivative warrant liability | $ 73,213 | $ 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 Senior Secured Convertible Notes [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Exercise price | $ 15 | $ 15 | ||||||||||||||||||||||
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 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. | |||||||||||||||||||||||
Series 2024 Warrants [Member] | 2024 January Senior Secured Convertible Notes [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Beneficial conversion feature | $ 2,500,005 | |||||||||||||||||||||||
Warrant liability | $ 2,732,304 | 2,732,304 | ||||||||||||||||||||||
Debt discount | 5,232,309 | $ 5,232,309 | ||||||||||||||||||||||
Derivative warrant liability | $ 2,732,304 | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 250,000 | |||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | $ 750,000 | |||||||||||||||||||||||
Series 2024 Warrants [Member] | 2024 April Senior Secured Convertible Notes [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Beneficial conversion feature | 145,840 | |||||||||||||||||||||||
Warrant liability | 157,733 | 157,733 | ||||||||||||||||||||||
Debt discount | 303,573 | $ 303,573 | ||||||||||||||||||||||
Derivative warrant liability | $ 157,733 | |||||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period | 14,583 | |||||||||||||||||||||||
Amortization of Debt Issuance Costs and Discounts | $ 43,750 | |||||||||||||||||||||||
Purchase Agreement [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Purchase price | 5,000,000 | |||||||||||||||||||||||
Unsecured 6% Note Payable Related Party Debt [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest expense | 11,352 | 11,225 | 22,956 | 22,829 | 46,037 | 46,038 | ||||||||||||||||||
Accrued | 161,068 | 161,068 | 138,112 | 92,076 | ||||||||||||||||||||
Unsecured 4% Note Payable Related Party Debt [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest expense | 12,052 | 11,918 | 24,372 | 24,238 | 48,879 | 48,878 | ||||||||||||||||||
Accrued | 171,007 | 171,007 | 146,635 | 97,756 | ||||||||||||||||||||
2021 Series Convertible Note Related Party Debt [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest expense | 6,098 | 5,852 | 11,967 | 11,901 | 23,821 | 31,276 | ||||||||||||||||||
Convertible notes payable | 480,000 | $ 480,000 | $ 480,000 | 480,000 | ||||||||||||||||||||
Debt instrument, maturity date | Jul. 31, 2024 | Jul. 31, 2024 | ||||||||||||||||||||||
Accrued interest | $ 66,131 | $ 53,804 | 29,983 | |||||||||||||||||||||
Senior Secured Convertible Note Payable [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest expense | 0 | 46,849 | ||||||||||||||||||||||
Accrued | 0 | 0 | ||||||||||||||||||||||
Convertible long term notes payable | 0 | 0 | ||||||||||||||||||||||
2022 Series Convertible Notes [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Interest expense | 2,465 | $ 2,438 | 4,986 | $ 4,959 | 10,000 | 3,205 | ||||||||||||||||||
Accrued | $ 18,192 | $ 18,192 | $ 13,205 | $ 3,205 | ||||||||||||||||||||
Convertible notes payable | $ 5,000,000 | $ 5,000,000 | ||||||||||||||||||||||
Purchase price | $ 200,000 | $ 200,000 | $ 200,000 | |||||||||||||||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 5% | 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% | ||||||||||||||||||||
2023 Series Convertible Notes Stock Settled [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||
Debt instrument, convertible, threshold percentage of stock price trigger | 8% | 8% |
SCHEDULE OF CUMULATIVE DIVIDEND
SCHEDULE OF CUMULATIVE DIVIDENDS (Details) - USD ($) | 12 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Equity [Abstract] | ||
Stockholders at period beginning | $ 35 | |
Accumulated dividends beginning | 173,496 | |
Stockholders at period issued | ||
Accumulated dividends issued | 126,542 | |
Conversion of stock amount converted | (35) | |
Accumulated dividends converted | (300,038) | |
Stockholders at period ending | ||
Accumulated dividends ending |
SCHEDULE OF FAIR VALUE OPTIONS
SCHEDULE OF FAIR VALUE OPTIONS ASSUMPTIONS (Details) | 12 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Equity [Abstract] | ||
Risk-free interest rate | ||
Risk-free interest rate, minimum | 1.67% | |
Risk-free interest rate, maximum | 2.99% | |
Dividend yield | 0% | |
Volatility factor | ||
Volatility factor, minimum | 195% | |
Volatility factor, maximum | 198% | |
Weighted average expected life | 10 years |
SCHEDULE OF OPTION ACTIVITY (De
SCHEDULE OF OPTION ACTIVITY (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2024 | Oct. 31, 2023 | Oct. 31, 2022 | Oct. 31, 2021 | |
Equity [Abstract] | ||||
Number of Shares, Balance | 1,112,923 | 1,124,076 | 1,085,769 | |
Weighted Average Exercise Price per Share, Balance | $ 10.84 | $ 10.79 | $ 8.18 | |
Weighted Average Remaining Contractual Life (in years) | 6 years 1 month 20 days | 6 years 7 months 20 days | 7 years 7 months 20 days | 7 years 6 months 21 days |
Aggregate intrinsic value, Balance | $ 16,889,060 | $ 19,873,680 | $ 1,395,000 | |
Number of Shares, Exercised | ||||
Weighted Average Exercise Price per Share, Exercised | ||||
Number of Shares, Granted | 205,767 | |||
Weighted Average Exercise Price per Share, Granted | $ 26 | |||
Weighted Average Remaining Contractual Life, Granted | 9 years 10 months 28 days | |||
Number of Shares, Expired | ||||
Weighted Average Exercise Price per Share, Expired | ||||
Number of Shares, Forfeited | (11,153) | (167,460) | ||
Weighted Average Exercise Price per Share, Forfeited | $ (6.05) | $ (13) | ||
Weighted Average Remaining Contractual Life, Forfeited | 7 years 9 months 10 days | 8 years 10 months 24 days | ||
Aggregate Intrinsic Value, Forfeited | $ (2,247,140) | |||
Number of Shares, Balance | 1,112,923 | 1,112,923 | 1,124,076 | 1,085,769 |
Weighted Average Exercise Price per Share, Balance | $ 10.84 | $ 10.84 | $ 10.79 | $ 8.18 |
Aggregate intrinsic value, Balance | $ 6,895,368 | $ 16,889,060 | $ 19,873,680 | $ 1,395,000 |
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 | Oct. 31, 2022 | Oct. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||||
Underlying number of shares beginning | 444,454 | 523,300 | 523,300 | |
Average exercise price beginning | $ 20.56 | $ 19.50 | $ 19.50 | |
Weighted average life ending | 1 year 3 months 3 days | 1 year 7 months 24 days | 2 years 3 months 25 days | 3 years 3 months 25 days |
Underlying number of shares ending | 411,377 | 444,454 | 523,300 | 523,300 |
Average exercise price ending | $ 21.27 | $ 20.56 | $ 19.50 | $ 19.50 |
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) | (78,846) | ||
Average exercise price, expired | $ 13 | $ 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 | 12 Months Ended | ||||||||||||
Nov. 16, 2023 | Jul. 06, 2022 | Apr. 15, 2022 | Mar. 31, 2022 | Mar. 01, 2022 | Feb. 22, 2022 | Apr. 30, 2024 | Jan. 31, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | Oct. 31, 2023 | Oct. 31, 2022 | Jun. 23, 2023 | Jan. 31, 2023 | |
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||
Debt conversion price | $ 0.25 | ||||||||||||||
Deemed dividend | $ 793,175 | ||||||||||||||
Preferred stock, dividend percentage | 8% | ||||||||||||||
Dividend per share | $ 6.50 | ||||||||||||||
Common stock, shares authorized | 19,230,770 | 19,230,770 | 19,230,770 | 19,230,770 | |||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Common stock, shares issued | 4,460,535 | 4,460,535 | 4,430,535 | 4,430,535 | |||||||||||
Common stock, shares outstanding | 4,460,535 | 4,460,535 | 4,430,535 | 4,430,535 | |||||||||||
Loss on conversion of senior secured note payable | $ (695,342) | ||||||||||||||
Shares granted, price per share | $ 0.75 | ||||||||||||||
Stock based compensation expense | 13,460 | 0 | |||||||||||||
Share price | $ 26 | ||||||||||||||
Number of options vested | 2,306 | ||||||||||||||
Vested on each anniversary date | 3,718 | ||||||||||||||
Option exercisable period | 10 years | ||||||||||||||
Stock based compensation expense | $ 388,367 | $ 393,510 | $ 772,851 | $ 516,072 | $ 1,292,270 | $ 2,197,597 | |||||||||
Share based compensation options, exercisable | 862,410 | 862,410 | 831,333 | 734,666 | |||||||||||
Unrecognized compensation expense | $ 2,726,814 | $ 2,726,814 | $ 3,506,561 | $ 5,072,280 | |||||||||||
Chief Executive Officer [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Stock based compensation expense | 192,307 | ||||||||||||||
Share price | $ 26 | ||||||||||||||
Number of options vested | 38,461 | ||||||||||||||
Vested on each anniversary date | 38,461 | ||||||||||||||
Option exercisable period | 10 years | ||||||||||||||
Senior Secured Convertible Note Payable [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Debt conversion, amount converted | $ 3,000,000 | ||||||||||||||
Accrued interest | 17,158 | ||||||||||||||
Loss on conversion of senior secured note payable | $ 695,342 | ||||||||||||||
2021 Senior Note [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Debt conversion, amount converted | $ 20,000 | ||||||||||||||
Accrued interest | 704 | ||||||||||||||
2021 Senior Note [Member] | Chief Executive Officer [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Debt conversion, amount converted | 300,000 | ||||||||||||||
Accrued interest | $ 10,562 | ||||||||||||||
Common Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares issued in conversion | 569,463 | ||||||||||||||
Debt conversion price | $ 6.50 | ||||||||||||||
Shares granted | 30,000 | ||||||||||||||
Common Stock [Member] | Consulting Agreement [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Shares granted, price per share | $ 15 | ||||||||||||||
Shares granted | 30,000 | ||||||||||||||
Consulting expense | $ 450,000 | ||||||||||||||
Common Stock [Member] | Senior Secured Convertible Note Payable [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Debt conversion price | $ 26 | ||||||||||||||
Debt conversion, shares issued | 142,788 | ||||||||||||||
Common Stock [Member] | 2021 Senior Note [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Debt conversion, shares issued | 796 | ||||||||||||||
Shares granted, price per share | $ 26 | ||||||||||||||
Common Stock [Member] | 2021 Senior Note [Member] | Chief Executive Officer [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Debt conversion, shares issued | 11,945 | ||||||||||||||
Shares granted, price per share | $ 26 | ||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||
Class of Stock [Line Items] | |||||||||||||||
Preferred stock, shares authorized | 250,000 | 250,000 | 250,000 | 250,000 | |||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | |||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | |||||||||||
Shares converted | 136,059 | ||||||||||||||
Intrinsic value of beneficial conversion feature | $ 930,577 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||||||||
Jul. 06, 2022 | Mar. 01, 2022 | Dec. 01, 2021 | Oct. 01, 2021 | Aug. 01, 2021 | Dec. 08, 2020 | Dec. 01, 2020 | Apr. 30, 2024 | Oct. 31, 2023 | Oct. 31, 2022 | |
Common stock purchase options exercise price | $ 26 | |||||||||
Share based compensation, options vested | 2,306 | |||||||||
Christopher Furman [Member] | Employment Agreements [Member] | ||||||||||
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 | |||||||||
John Evans [Member] | Consulting Agreement [Member] | ||||||||||
Agreement term | 4 years | |||||||||
Officers compensation | $ 200,000 | |||||||||
Salaries wages and officers compensation increased | 250,000 | |||||||||
Proceeds from estimated financing related party | $ 10,000,000 | |||||||||
Tiana States [Member] | New Employment Agreements [Member] | ||||||||||
Base salary | $ 125,000 | |||||||||
Annual bonus percentage | 50% | |||||||||
Agreement term | 5 years | |||||||||
Salaries wages and officers compensation increased | $ 200,000 | |||||||||
James Musick [Member] | Musick Agreement [Member] | ||||||||||
Base salary | $ 150,000 | |||||||||
Annual bonus percentage | 100% | |||||||||
Agreement term | 5 years | |||||||||
Jack Zamora [Member] | Zamora Agreement [Member] | ||||||||||
Agreement term | 5 years | |||||||||
Nathan Haas [Member] | CFO Agreement [Member] | ||||||||||
Base salary | $ 175,000 | |||||||||
Annual bonus percentage | 100% | |||||||||
Agreement term | 5 years | |||||||||
Tanner Haas [Member] | Tanner Haas Agreement [Member] | ||||||||||
Base salary | $ 135,000 | |||||||||
Annual bonus percentage | 100% | |||||||||
Agreement term | 5 years |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Apr. 15, 2022 | Dec. 01, 2021 | Oct. 22, 2021 | Aug. 01, 2021 | Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | Oct. 31, 2023 | Oct. 31, 2022 | Jan. 31, 2023 | Mar. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||||||||
Product sales revenue | $ 572,937 | $ 307,843 | $ 997,147 | $ 651,874 | $ 1,763,451 | $ 3,293,293 | ||||||
Rent payable | 0 | 0 | 28,222 | 0 | ||||||||
Rent per month | 5,645 | 5,645 | ||||||||||
Accounts payable | 2,179,823 | 2,179,823 | 2,288,697 | |||||||||
Severance pay and related taxes | 0 | 94,559 | ||||||||||
Debt instrument convertible conversion price | $ 0.25 | |||||||||||
Interest expense | 2,160,299 | 56,937 | 2,331,928 | 96,630 | 270,182 | 198,450 | ||||||
Consulting Agreement [Member] | ||||||||||||
Related Party Transaction [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. | |||||||||||
Common Stock [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt instrument convertible conversion price | $ 6.50 | |||||||||||
2021 Series Unsecured Convertible Notes [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Unsecured convertible debt | $ 1,000,000 | |||||||||||
Interest rate | 5% | |||||||||||
Debt instrument maturity date | Jul. 31, 2024 | |||||||||||
Debt instrument convertible conversion price | $ 26 | |||||||||||
Debt conversion amount | $ 320,000 | $ 200,000 | ||||||||||
Convertible notes payable | 480,000 | 480,000 | 480,000 | 480,000 | ||||||||
Interest expense | 6,098 | $ 5,852 | 11,967 | $ 11,901 | 23,821 | 31,276 | ||||||
Accrued interest | $ 66,131 | $ 66,131 | 53,804 | 29,983 | ||||||||
2021 Series Unsecured Convertible Notes [Member] | Common Stock [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares issued in conversion | 12,741 | |||||||||||
Jack Zamora [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Due from related parties, current | 0 | 0 | ||||||||||
Product sales revenue | $ 36,000 | $ 30,500 | ||||||||||
Product sales percentage | 2% | 1% | ||||||||||
Accounts payable | $ 0 | $ 137,953 |
SCHEDULE OF NET DEFERRED TAX AS
SCHEDULE OF NET DEFERRED TAX ASSETS FOR FEDERAL AND STATE INCOME TAXES (Details) - USD ($) | Oct. 31, 2023 | Oct. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforward | $ 3,074,000 | $ 2,163,000 |
Stock compensation | 1,579,000 | 1,258,000 |
Basis of shares in subsidiary | 442,000 | 445,000 |
Capitalized intangible costs | (116,000) | (253,000) |
Accruals and reserves | 69,000 | 94,000 |
Deferred tax assets | 5,048,000 | 3,707,000 |
Valuation allowance | (5,048,000) | (3,707,000) |
Effective income tax asset |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 12 Months Ended | |
Oct. 31, 2023 | Oct. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Operating loss carry forward | $ 12,102,000 | $ 8,465,000 |
Operating loss expiration description | The net operating loss carry forwards generated from tax years ending after December 31, 2017 will not expire. Net operating loss carry forwards generated from tax years ending before January 1, 2018 expire after 20 years. | |
Operating loss valuation allowances | $ 1,341,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] - USD ($) | Jul. 16, 2024 | May 13, 2024 | Jan. 10, 2024 | Nov. 16, 2023 |
Consulting Agreement [Member] | Alchemy Advisory LLC [Member] | ||||
Subsequent Event [Line Items] | ||||
Consulting fee paid | $ 50,000 | |||
Consulting fee payable | $ 50,000 | |||
Stock issuable condition | the Company agreed to issue to Alchemy, 20,000 shares of common stock; provided that in the event that the initial public offering or direct listing price per share is less than $15 then the number shares of common stock will equal $300,000 (valued based on the initial public offering or direct listing price) | |||
Target Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Related Party Transaction, Amounts of Transaction | $ 300,000 | |||
Subscription amount | 3,300,000 | |||
Debt discount | 825,000 | |||
Original principal amount | 4,125,000 | |||
Senior Secured Convertible Note [Member] | ||||
Subsequent Event [Line Items] | ||||
Principal amount | $ 375,000 | $ 1,250,000 | $ 2,500,000 | |
Purchase price | $ 300,000 | $ 1,000,000 | $ 2,000,000 | |
Original issue discount, rate | 20% | 20% | 20% | |
Note description | at the annual rate of 20%, due the first day of each calendar month following such date. The Note will mature at the earlier of (i) May 16, 2024 (six months from the issuance date) and (ii) the occurrence of a Liquidity Event (as defined in the Note), provided that the Company may extend the maturity date to August 16, 2024. The Note is secured by all of the Company’s assets pursuant to a security agreement between the Company and the investor. The Note will be convertible 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 Note) 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 Note if, at the time (a) a Liquidity Event has occurred and (b) the underlying shares are registered for resale. | |||
Warrant exercisable condition | The Warrants will be exercisable into the number the shares of common stock obtained by dividing 100% of the original principal amount of the Note by (ii) the Liquidity Event Price (as defined in the Note); provided, however, that if no Liquidity Event has occurred by the maturity date, then such percentage will be 150%. The 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 | |||
Note maturity description | Note will mature at the earlier of (i) July 10, 2024 (six months from the issuance date) and (ii) the occurrence of a Liquidity Event as described fully above, provided that the Company may extend the maturity date to October 10, 2024. | |||
Note subscription payable | $ 150,000 | |||
First Note [Member] | Target Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Principal amount | 2,500,000 | |||
Second Note [Member] | Target Agreement [Member] | ||||
Subsequent Event [Line Items] | ||||
Principal amount | $ 1,250,000 |