DEBT | NOTE 7 – DEBT The table below presents outstanding debt instruments as of July 31, 2024 and October 31, 2023: SCHEDULE OF OUTSTANDING DEBT INSTRUMENTS July 31, 2024 October 31, 2023 Short Term 2021 Series convertible notes – related party $ 480,000 $ 480,000 2024 Series Senior Secured convertible notes 4,718,750 - Premium 2024 Series Senior Secured convertible notes 146,033 - Total Short-Term Debt 5,344,783 480,000 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 (55,153 ) (64,285 ) 2023 Series B convertible notes – stock settled 1,312,600 1,312,600 Discount 2023 Series B convertible notes (830,396 ) (891,582 ) Total Long-Term Debt 3,021,297 2,950,979 Total Debt $ 8,366,080 $ 3,430,979 The table below presents the future maturities of outstanding debt obligations as of July 31, 2024: SCHEDULE OF FUTURE MATURITIES OUTSTANDING DEBT OBLIGATIONS Fiscal year 2024 $ 5,198,750 Fiscal year 2025 - Fiscal year 2026 1,989,246 Fiscal year 2027 200,000 Fiscal year 2028 1,717,600 Total $ 9,105,596 Unsecured 6% Note Payable - Related Party Interest expense on this note was $ 11,604 34,560 11,604 34,433 172,672 138,112 Unsecured 4% Note Payable - Related Party Interest expense on this note was $ 12,320 36,692 12,320 36,558 183,327 146,635 2021 Series Convertible Note - Related Party The principal balance outstanding on the 2021 Series Convertible note amounted to $ 480,000 480,000 July 31, 2024 6,049 18,196 6,050 17,951 72,000 53,804 On August 2, 2024, we received a notice of default with respect to this note. We are in negotiations with the holder of the note to extend the maturity date of the note, but there is no assurance we will reach an agreement to extend the maturity date of the note. The note is convertible into our common stock at a price of $ 26.00 3.00 15,000 and (iii) we either have an effective registration statement allowing for resale of the common stock free of any restrictions or the shares are eligible for sale without restriction by the holder upon conversion. Subject to such conditions, the note may be subject to mandatory conversion following completion of an offering, however, there can be no assurance the note will become subject to mandatory conversion. Though the default under this note also constitutes an event of default under certain other outstanding notes issued by the Company, such cross-defaults have been waived by the holders. 2022 Series Convertible Notes During June and July, 2022, the Company issued a total of $ 200,000 5 5,000,000 2,521 7,507 2,521 7,480 20,713 13,205 2023 Series Convertible Notes – Stock Settled On January 6, 2023, the Company sold $ 405,000 8 On various dates during March and April 2023, the Company sold $ 787,600 8 On various dates during June and July 2023, the Company sold $ 525,000 8 The sale and purchase were made through a Convertible Note and Warrant Purchase Agreement (“Purchase Agreement”) entered into with each investor. The Company followed the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC 480 “Distinguishing Liabilities from Equity” to account for the stock settled debt and ASC 815 “Derivatives and Hedging” to account for the derivative related to the notes and also to determine the number of warrants to be issued at the time of the issuance of the January 2023 Notes, March 2023 Notes, or the June 2023 Notes. The Company contemplated ASC 480-10-30-7 related to the valuation of the embedded conversion feature contained in the January 2023 Notes, March 2023 Notes, and June 2023 Notes. The Company deemed that the most likely scenario to be utilized for valuing the conversion feature was a qualified financing. Therefore, the Company deemed that the January 2023 Notes, March 2023 Notes, and June 2023 were issued at a premium related to the definition of Discounted Qualified Financing Price contained in the Purchase Agreement. The premium recognized at the inception of January 2023 Notes was $ 135,000 262,533 175,000 The Company assessed the January 2023 Warrants, March 2023 Warrants, and June 2023 first under ASC 480. Based on the attributes of the January 2023 Warrants, March 2023 Warrants, and June 2023 Warrants, the Company determined that each are outside of the scope of ASC 480 and proceeded to assess each under ASC 815 to determine if any are considered indexed to the Company’s own common stock. Because the inputs which affect the number of shares to be issued upon exercise of the January 2023 Warrants, March 2023 Warrants, and June 2023 Warrants are not the inputs per 815-40-15-7E, none are deemed to be indexed to the Company’s own stock and have been recorded as liabilities under ASC 815 (Note 3) at the fair market value. At issuance, the Company recorded a warrant liability related to the January 2023 Warrants of $ 73,213 135,000 73,213 208,213 568,574 262,533 568,574 831,108 354,810 175,000 354,180 529,810 The combination of the $ 135,000 208,213 73,213 13.0 13.0 13.0 13.0 3,164 9,132 23,652 54,883 2,784 6,052 5,871 6,057 The combination of the $ 262,533 831,108 568,574 44.6 44.6 44.6 44.6 13,861 37,305 (183,983) (426,923) 9,073 12,083 45,667 46,187 The combination of the $ 175,000 529,810 354,810 39.5 39.5 8,778 23,882 122,639 284,579 3,007 3,007 6,596 6,596 During the three and nine months ended July 31, 2024 and 2023, the Company recorded $ 8,167 24,322 8,167 18,074 15,881 47,299 15,880 21,432 10,586 31,529 4,964 4,964 As of July 31, 2024 and October 31, 2023, the Company had accrued $ 50,562 26,240 84,613 37,314 47,079 15,551 2024 Series Senior Secured Convertible Notes – Stock Settled On November 16, 2023 and January 10, 2024, the Company entered into securities purchase agreements (the “January Purchase Agreements”) with an accredited investor, pursuant to which the Company issued and sold to the investor, in a private placement, (i) senior secured convertible notes (the “January Series 2024 Notes”) in the principal amount of $ 2,500,000 1,250,000 2,000,000 1,000,000 20 On April 11, 2024, the Company entered into a securities purchase agreement (the “April Purchase Agreement”) with an accredited investor, pursuant to which the Company issued and sold to the investor, in a private placement, (i) senior secured convertible notes (the “April Series 2024 Notes”) in the principal amount of $ 218,750 175,000 20 On May 13, 2024, the Company entered into securities purchase agreements (the “May Purchase Agreement”) with accredited investors, pursuant to which the Company issued and sold to the investors, in a private placement, (i) senior secured convertible notes (the “May Series 2024 Notes”) in the principal amount of $ 375,000 300,000 20 On June 21, 2024, the Company entered into a letter agreement (the “Target Extension Agreement”) with Target Capital 16 LLC (“Target”). Pursuant to the Target Extension Agreement, the maturity date of the January Series 2024 Notes of the Company held by Target, in the aggregate original principal amount of $ 3,750,000 On July 16, 2024, the Company entered into a second letter agreement (the “Target Consolidation Agreement”) with Target. Pursuant to the Target Consolidation Agreement, in consideration of an additional $ 300,000 3,300,000 825,000 4,125,000 The January Series 2024 Notes, April Series 2024 Notes, May Series 2024 Notes, and July Series 2024 Notes are collectively the “Series 2024 Notes.” The January Series 2024 Warrants, April Series 2024 Warrants, and May Series 2024 Warrants are collectively the “Series 2024 Warrants.” No Series 2024 Warrants were issued with the July Series 2024 Notes. 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 May 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 May Series 2024 Notes), provided that the Company may extend the maturity date for an additional three months (the “May Extension Period”). The July Series 2024 Notes will mature on October 16, 2024 (the “Original Final Maturity Date”), provided that, if the Company (A) will have been diligently pursuing the consummation of a Liquidity Event (as defined in the Notes) through such date (as evidenced by the filing of a registration statement under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended) and (y) will have delivered an extension notice, then the Original Final Maturity Date will be extended to November 16, 2024 (the “Extended Final Maturity Date”), and (B) will have consummated a Liquidity Event on or before the Original Final Maturity Date or Extended Final Maturity Date, then the Extended Final Maturity Date will be extended by 180 days from the date of such consummation. The Series 2024 Notes are secured by all of the Company’s assets pursuant to a security agreement between the Company and the investors. The Series 2024 Notes will be convertible, at the option of the investors, into common stock commencing on the maturity date, at a conversion price equal to the product of (x) the Liquidity Event Price (as defined in the Series 2024 Notes) and (y) 0.70 (or 0.60 if the Company has extended the maturity date), provided however, that if no Liquidity Event has occurred by the maturity date then the conversion price will be the amount obtained by dividing (i) $95,000,000 by (ii) the number of shares of common stock outstanding on such date calculated on a fully-diluted basis. In addition, the Company will have the right to effect conversion of the Series 2024 Notes if, at the time (a) a Liquidity Event has occurred and (b) the underlying shares are registered for resale. The Series 2024 Warrants will be exercisable into the number the shares of common stock obtained by dividing 100% of the original principal amount of the Series 2024 Notes by (ii) the Liquidity Event Price (as defined in the Series 2024 Notes); provided, however, that if no Liquidity Event has occurred by the maturity date, then such percentage will be 150%. The Series 2024 Warrants will be exercisable for a period of five years and have an exercise price equal to the Liquidity Event Price provided however, that if no Liquidity Event has occurred by the maturity date then the exercise price will be the amount obtained by dividing (i) $95,000,000 by (ii) the number of shares of common stock outstanding on such date calculated on a fully-diluted basis. The Company followed the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC 480 “Distinguishing Liabilities from Equity” to account for the stock settled debt, ASC 470 “Debt,” and ASC 815 “Derivatives and Hedging” to account for Series 2024 Notes and Series 2024 Warrants. The Company contemplated ASC 480-10-30-7 related to the valuation of the embedded conversion feature contained in the Series 2024 Notes and determined that the value delivered to the investor is identical in all scenarios and only the number of shares differ. The number of shares are issued at a premium as there is a discount applicable in the case of a Liquidity Event. In order to determine the conversion price of the Series 2024 Notes, the Company analyzed the guidance in ASC 470 related to multi-step discounts. The Company deemed that the most likely scenario to be utilized for valuing the conversion feature was a conversion following a Liquidity Event at the option of the investor during the Extension Period as this represents the most advantageous scenario from the perspective of the investor with the shortest period in which the investor could recognize a return on its investment. Because the Company filed an amendment to its Form S-1 Registration Statement on February 2, 2024 which contemplates that, following effectiveness, the selling shareholders may offer their shares at a fixed price of $ 15.00 15.00 416,667 2,500,005 24,306 145,840 41,666 249,990 5.00 6.00 5.50 5.50 1,250,000 249,995 The Company assessed the Series 2024 Warrants first under ASC 480. Based on the attributes of the Series 2024 Warrants, the Company determined that each are outside of the scope of ASC 480 and proceeded to assess each under ASC 815 to determine if any are considered indexed to the Company’s own common stock. Because the inputs which affect the number of shares to be issued upon exercise of the Series 2024 Warrants are not the inputs per 815-40-15-7E, none are deemed to be indexed to the Company’s own stock and have been recorded as liabilities under ASC 815 (Note 3) at the fair market value. Because the scenario under which the Series 2024 Notes are analyzed assumes a Liquidity Event, the scenarios under which to analyze the Series 2024 Warrants should also contain a Liquidity Event. As such, the assumed exercise price is $ 15.00 250,000 14,583 25,000 2,732,304 157,733 269,752 2,500,005 750,000 2,732,304 5,232,309 145,840 43,750 157,733 303,573 249,990 75,000 269,752 519,742 The combination of the $ 2,500,005 750,000 5,232,309 3,482,304 659 624 1,382,897 3,482,304 Pursuant to ASC 480, the Company assessed the January Series 2024 Notes and the July Series 2024 Notes comparing the present value of the cash flows of both notes at the January Series 2024 Notes effective interest rate. Because the difference between the present value of the January Series 2024 Notes and July Series 2024 Notes cash flows was greater than 10%, the two sets of notes were deemed to be substantially different and, as such, the extinguishment of January Series 2024 Notes were recorded as a gain in the statement of operations. Immediately prior to the extinguishment, the Company recorded a gain on the fair value of the warrant liability of $ 1,713,320 300,000 75,000 990,719 249,995 740,724 The combination of the $ 145,840 43,750 303,573 201,483 5000 154,785 201,483 100,462 100,459 The combination of the $ 249,990 75,000 519,742 344,752 104,000 344,752 344,752 171,568 171,568 During the three and nine months ended July 31, 2024, no no |