DEBT | NOTE 7 – DEBT The table below presents outstanding debt instruments as of October 31, 2024 and October 31, 2023: SCHEDULE OF OUTSTANDING DEBT INSTRUMENTS October 31, 2024 October 31, 2023 Short Term 2021 Series convertible notes – related party $ 480,000 $ 480,000 2024 Senior secured convertible notes payable 4,718,750 - Total Short-Term Debt 5,198,750 480,000 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 (51,886 ) (64,285 ) 2023 Series B convertible notes – stock settled 1,312,600 1,312,600 Discount 2023 Series B convertible notes (805,327 ) (891,582 ) Total Long-Term Debt 3,049,633 2,950,979 Total Debt $ 8,248,383 $ 3,430,979 The table below presents the future maturities of outstanding debt obligations as of October 31, 2024: SCHEDULE OF FUTURE MATURITIES OUTSTANDING DEBT OBLIGATIONS Fiscal year 2025 $ 5,198,750 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 $ 46,163 46,037 184,275 138,112 Unsecured 4% Note Payable - Related Party Interest expense on this note was $ 49,012 48,879 195,648 146,635 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 27,875 23,821 81,679 53,804 225,000 25,000 50,000 2022 Series Convertible Notes During June and July, 2022, the Company issued a total of $ 200,000 5 5,000,000 10,028 10,000 23,233 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. 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 13.0 12,400 8,927 54,946 9,243 The combination of the $ 262,533 831,108 568,574 44.6 44.6 52,724 22,176 427,408 70,973 The combination of the $ 175,000 529,810 354,810 39.5 39.5 33,532 9,627 284,903 23,119 During the years ended October 31, 2024 and 2023 the Company recorded $ 32,489 26,240 63,181 37,314 42,115 15,551 58,729 26,240 100,495 37,314 57,666 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 3,482,304 0 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 201,483 0 100,640 0 The combination of the $ 249,990 75,000 519,742 344,752 104,000 344,752 0 171,878 0 During the year ended October 31, 2024, no no The 2024 Series notes have been extended to March 31, 2025, with required payments in January, February and March of 2025. |