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Item 9A. Controls and Procedures

2024-08-13 compared with 2023-07-31 · 1053 added, 929 removed, 1475 unchanged (57% of the section changed)

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We plan to hire an additional person to work for our Chief Financial Officer to enable sufficient segregation of his duties.

Insufficient management review controls.

We have identified weaknesses in the design of our internal controls which have led us to conclude that we currently have insufficient management review controls.

We intend to hire an additional person to work for our Chief Financial Officer to enable sufficient review in the future.

Because of this material weakness, our Interim

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controls that we believe are reasonably likely to strengthen and materially affect our internal controls over financial reporting.

Prior to the remediation of our material

weakness, there remains risk that the processes and procedures on which we currently rely will fail to be sufficiently effective, which

could result in material misstatement of our financial position or results of operations and require a restatement.

Because of the inherent

limitations in all control systems, no evaluation of controls - even where we conclude the controls are operating effectively - can provide

absolute assurance that all control issues, including instances of fraud, if any, have been detected.

These inherent limitations include

the realities that judgments in decision making can be faulty, and breakdowns can occur because of simple error or mistake.

Additionally,

controls can be circumvented by the individual acts of a person, by collusion of two or more people, or by management override of the

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events;

accordingly, there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, our control systems, as we develop them, may become inadequate because of changes in conditions or the degree of compliance

with the policies or procedures may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements

due to error or fraud may occur and not be detected and could be material to our financial statements.

Prior to the remediation of our material weakness,

there remains risk that the processes and procedures on which we currently rely will fail to be sufficiently effective, which could result

in material misstatement of our financial position or results of operations and require a restatement.

Because of the inherent limitations

in all control systems, no evaluation of controls - even where we conclude the controls are operating effectively - can provide absolute

assurance that all control issues, including instances of fraud, if any, have been detected.

These inherent limitations include the realities

that judgments in decision making can be faulty, and breakdowns can occur because of simple error or mistake.

Additionally, controls can

be circumvented by the individual acts of a person, by collusion of two or more people, or by management override of the controls.

design of any system of controls also is based in part upon certain assumptions about the likelihood of future events;

accordingly, there

can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Over time, our control

systems, as we develop them, may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures

may deteriorate.

Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur

and not be detected and could be material to our financial statements.

Changes in Internal Controls over Financial

Effective October 6, 2022, the former Chairman

of the Board, Chief Executive Officer, President and General Counsel, Mr.

Waggoner, resigned from all positions with the Company

and its subsidiaries.

Also effective October 6, 2022, the Board approved the employment of Mr.

Silverman as the Interim Chairman

of the Board, Interim Chief Executive Officer and Interim President.

Other than described above in this Item 9A, there

were no changes to our internal control over financial reporting during the fiscal year ended April 30, 2023, that have materially affected,

or are reasonably likely to materially affect, our internal controls over financial reporting.

There were no changes to our internal control

over financial reporting during the fiscal year ended April 30, 2024, that have materially affected, or are reasonably likely to materially

affect, our internal controls over financial reporting.

The Certifications of our Principal Executive

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OTHER INFORMATION

the year ended April 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1

trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of

Regulation S-K.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

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Robert Weinstein

Joshua Silverman has served as a director of the Company since August

2022 and as our Interim Chief Executive Officer, Interim President and Interim Chairman of the Board since October 2022.

has served as the managing member of Parkfield Funding LLC since August 2016.

Silverman co-founded Iroquois Capital Management, LLC

(“Iroquois”), an investment advisory firm, in 2003 and served as its principal, managing partner and co-chief investment officer

until July 2016.

While at Iroquois, he designed and executed complex transactions, structuring and negotiating investments in both public

and private companies and has often been called upon by the companies solve inefficiencies as they relate to corporate structure, cash

flow, and management.

Joshua Silverman has served as a director of the

Company since August 2022 and as our Interim Chief Executive Officer, Interim President and Interim Chairman of the Board since October

Silverman has served as the managing member of Parkfield Funding LLC since August 2016.

Silverman co-founded Iroquois Capital

Management, LLC (“Iroquois”), an investment advisory firm, in 2003 and served as its principal, managing partner and co-chief

investment officer until July 2016.

While at Iroquois, he designed and executed complex transactions, structuring and negotiating investments

in both public and private companies and has often been called upon by the companies solve inefficiencies as they relate to corporate

structure, cash flow, and management.

From 2000 to 2003, Mr.

Silverman served as co-chief investment officer of Vertical Ventures, LLC, a merchant bank.

Silverman served as co-chief investment officer of Vertical Ventures, LLC,

a merchant bank.

Prior to forming Iroquois, Mr.

Silverman was a director of Joele Frank, a boutique consulting firm specializing in mergers and acquisitions.

Silverman was a director of Joele Frank, a boutique consulting firm specializing in mergers

and acquisitions.

Previously, Mr.

Silverman served as assistant press secretary to the president of the United States.

Silverman currently serves as

a director of AYRO, Inc.

AYRO), MyMD Pharmaceuticals, Inc.

MYMD), Synaptogenix, Inc.

Silverman served as assistant press secretary to the president of the U.S.

Silverman currently serves

as a director of AYRO, Inc.

AYRO), TNF Pharmaceuticals, Inc.

TNFA), Synaptogenix, Inc.

SNPX) and Petros Pharmaceutical,

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companies in the pharmaceutical and biotechnology industries.

From March 2010 to August 2011, he was the chief financial officer of Green

Energy Management Services Holdings, Inc., an energy consulting company.

From August 2007 to February 2010, Mr.

Weinstein served as chief

financial officer of Xcorporeal, Inc., a development-stage medical device company which was sold in March 2010 to Fresenius Medical USA,

a leading provider of dialysis equipment and services worldwide.

Weinstein also serves as a member of the Board of Directors of XWELL,

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XWEL), a health and wellness company whose core assets, XpresSpa and XpresCheck®, is

a leading airport retailer of spa services and related health and wellness products and Oblong, Inc.

which provides multi-stream collaboration

technologies and managed services for video collaboration and network applications in the United States and internationally.

received his MBA degree in finance and international business from the University of Chicago Graduate School of Business, is a Certified

Public Accountant (inactive), and received his BS degree in accounting from the State University of New York at Albany.

was chosen as a director of the Company because of his public company and financial expertise.

a leading airport retailer of spa services and related health and wellness products.

Weinstein also serves on the Board of Directors

of Oblong, Inc.

OBLG), a company providing multi-stream collaboration technologies and managed services for video collaboration

and network applications.

Weinstein received his MBA degree in finance and international business from the University of Chicago Graduate

School of Business, is a Certified Public Accountant (inactive), and received his BS degree in accounting from the State University of

New York at Albany.

Weinstein was chosen as a director of the Company because of his public company and financial expertise.

Walker has served as a director of the

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These documents can be viewed and downloaded from the “Governance” dropdown menu of our website under the “Company”

The content of these documents is not incorporated into this Form 10-K.

The content of these documents is not incorporated into this Report.

Corporate Governance and Committees

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recommending stockholder and the beneficial owner, if any, on whose behalf the nomination is made:

· all information relating to

such person that would be required to be disclosed in a proxy statement;

· certain biographical and share

ownership information about the stockholder and any other proponent, including a description of any derivative transactions in the Company’s

· a description of certain arrangements

and understandings between the proposing stockholder and any beneficial owner and any other person in connection with such stockholder

· a statement whether or not either

such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of voting shares sufficient to

carry the proposal.

all information relating to such person that would be required to be disclosed in a proxy statement;

certain biographical and share ownership information about the stockholder and any other proponent, including a description of any derivative transactions in the Company’s securities;

a description of certain arrangements and understandings between the proposing stockholder and any beneficial owner and any other person in connection with such stockholder nomination;

a statement whether or not either such stockholder or beneficial owner intends to deliver a proxy statement and form of proxy to holders of voting shares sufficient to carry the proposal.

The recommendation must also be accompanied by

the following information concerning the proposed nominee:

· certain biographical information

concerning the proposed nominee;

· all information concerning the

proposed nominee required to be disclosed in solicitations of proxies for election of directors;

· certain information about any

other security holder of the Company who supports the proposed nominee;

· a description of all relationships

between the proposed nominee and the recommending stockholder or any beneficial owner, including any agreements or understandings regarding

the nomination;

· additional disclosures relating

to stockholder nominees for directors, including completed questionnaires and disclosures required by our Bylaws.

certain biographical information concerning the proposed nominee;

all information concerning the proposed nominee required to be disclosed in solicitations of proxies for election of directors;

certain information about any other security holder of the Company who supports the proposed nominee;

a description of all relationships between the proposed nominee and the recommending stockholder or any beneficial owner, including any agreements or understandings regarding the nomination;

additional disclosures relating to stockholder nominees for directors, including completed questionnaires and disclosures required by our Bylaws.

The recommendation must also be accompanied by the following information

concerning the proposed nominee:

· certain biographical information

concerning the proposed nominee;

· all information concerning the

proposed nominee required to be disclosed in solicitations of proxies for election of directors;

· certain information about any

other security holder of the Company who supports the proposed nominee;

· a description of all relationships

between the proposed nominee and the recommending stockholder or any beneficial owner, including any agreements or understandings regarding

the nomination;

· additional disclosures relating

to stockholder nominees for directors, including completed questionnaires and disclosures required by our Bylaws.

certain biographical information concerning the proposed nominee;

all information concerning the proposed nominee required to be disclosed in solicitations of proxies for election of directors;

certain information about any other security holder of the Company who supports the proposed nominee;

a description of all relationships between the proposed nominee and the recommending stockholder or any beneficial owner, including any agreements or understandings regarding the nomination;

additional disclosures relating to stockholder nominees for directors, including completed questionnaires and disclosures required by our Bylaws.

A copy of the Nominating Committee’s written charter is publicly

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policy requiring them to do so.

One director attended our annual meeting of stockholders held in December 2022.

One director attended our annual meeting of stockholders held in April 2024.

Shareholder Communications

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Silverman, Interim Chief Executive Officer, Interim President and Interim Chairman of the Board;

Waggoner, Former Chief Executive Officer,

President, General Counsel and Chairman of the Board (2);

Crabtree, Former Chief Scientific Officer and Director (3);

Trujillo, Chief Financial Officer and Director.

The following tables provide information about

compensation earned by our Named Executive Officers during our fiscal years ended April 30, 2023, and 2022.

Trujillo, Chief Financial Officer.

We have the same number of Named Executive Officers

as we do “executive officers” as defined by Rule 3b-7 promulgated under the Exchange Act.

The following tables provide information

about compensation earned by our Named Executive Officers during our fiscal years ended April 30, 2024, and 2023.

Summary Compensation Table

Principal Position

Silverman (2)

Interim Chief Executive

Officer and Interim President

Former Chief Executive

Officer, President and

General Counsel

Crabtree, (4)

Former Chief Scientific

Chief Financial Officer

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service as a member of the board of directors.

Waggoner resigned from all positions with

the Company and its subsidiaries effective October 6, 2022.

Crabtree resigned from all positions with

the Company and its subsidiaries effective October 12, 2022.

Silverman was appointed as Interim Chief Executive Officer and Interim President on

October 6, 2022.

Narrative Disclosure to Summary Compensation

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and it further approved paying Mr.

Silverman a monthly salary of $31,250.

On May 8, 2022, we entered into an Amended and

Restated Executive Compensation Agreement with Mr.

Waggoner (the “Waggoner Compensation Agreement”), effective as of January

The Waggoner Compensation Agreement provided that Mr.

Waggoner would serve as a member of our Board, as our Chief Executive Officer,

President and General Counsel and as the Chief Executive Officer and General Counsel of our subsidiary Viridis Biotech, Inc.

agreement, Mr.

Waggoner was paid a base salary of $520,000 subject to annual increases in the discretion of our Compensation Committee

and was eligible to receive cash incentive compensation (“Bonus”).

Waggoner was eligible to participate in the 2021 Plan.

On May 20, 2022, the Compensation Committee granted Mr.

Waggoner (i) a stock option grant to purchase 529,000 shares of common stock exercisable

over a ten-year term at an exercise price per share equal to the closing price of the common stock on the date of grant, vesting at the

rate of 25% immediately and the remaining vesting monthly over three years from the date of grant (approximately 11,000 option shares

per month), and (ii) a grant of 150,800 restricted stock units, vesting at the rate of 25% immediately and an additional 25% on each anniversary

of the grant date.

On October 6, 2022, Mr.

Waggoner resigned from

all positions with the Company and its subsidiaries, effective immediately.

In connection with Mr.

Waggoner’s departure, on October

6, 2022, the Company entered into a Separation, Consulting and Release Agreement with Mr.

Waggoner (the “Separation Agreement”).

The Separation Agreement became effective on October 13, 2022 (the “Effective Date”).

Pursuant to the Separation Agreement,

the Company agreed to pay Mr.

Waggoner a lump sum payment of $216,667.

Waggoner is entitled to continued medical and health benefits

at his sole expense and retains his option to purchase 15,000 shares of common stock of the Company and 23,000 restricted stock units

previously granted to Mr.

The Separation Agreement includes mutual releases of claims, by Mr.

Waggoner in favor of the Company

and certain Company Parties (as defined therein) and by the Company in favor of Mr.

Waggoner, and mutual non-disparagement obligations

Waggoner and on the Company.

Waggoner remains subject to certain restrictive covenants, including any confidentiality, non-compete,

non-solicit, invention assignment, or similar agreement or arrangement to which he is a party with any member of the Company Group and

other provisions of the Waggoner Compensation Agreement.

During the twelve months immediately following the Separation Date (the “Consulting

Period”), Mr.

Waggoner agreed to serve as a consultant to facilitate the orderly transfer of work to other employees of the Company.

In consideration for Mr.

Waggoner’s consulting services, the Company agreed to pay Mr.

Waggoner $433,333, payable in twelve installments

at the end of each month of the Consulting Period in arrears.

On March 10, 2015, we entered into an Executive

Compensation Agreement with Dr.

Crabtree, effective as of January 1, 2015 (as amended on December 30, 2015, March 10, 2017 and October

14, 2020, the “Crabtree Compensation Agreement”).

The Crabtree Compensation Agreement provided that Dr.

Crabtree would serve

as a member of our Board, as our Chief Scientific Officer and as the Chief Scientific Officer of our subsidiary Viridis Biotech.

was paid a base salary of $84,000 subject to annual increases in the discretion of our Compensation Committee.

The Crabtree Compensation

Agreement also provided that, during his continued employment, Dr.

Crabtree would receive annual stock grants of 400 shares of restricted

common stock, vesting at the rate of 33 shares per month, and an annual stock option grant to purchase 1,000 shares of common stock exercisable

over a five-year term at an exercise price per share equal to the closing price of the common stock on the date of grant, vesting at the

rate of 83 option shares per month.

On August 15, 2022, Mr.

Crabtree resigned from

his position as a director, effective immediately, and on October 12, 2022, Mr.

Crabtree resigned from his position as Chief Scientific

Officer, effective immediately.

In connection with Mr.

Crabtree’s departure, on October 12, 2022, the Company entered into a Release

Agreement with Mr.

Crabtree (the “Release Agreement”).

The Release Agreement became irrevocable seven days after execution

of the Release Agreement and became effective on October 20, 2022 (the “Effective Date”).

Pursuant to the Release Agreement,

the Company agreed to pay Mr.

Crabtree the aggregate sum of $29,695, which consisted of accrued wages, expense reimbursements, accrued

unused paid time off (less applicable withholdings and deductions), and three months of Mr.

Crabtree’s base salary as of the separation

date, which salary is payable in substantially equal installments over a three-month period in accordance with the Company’s regular

payroll practices.

The Release Agreement includes releases of claims by Mr.

Crabtree in favor of the Company and certain Released Parties

(as defined therein).

Crabtree remains subject to certain continuing obligations, including a confidentiality agreement to which he

Silverman is paid an annual base salary of $375,000.

Silverman is eligible to participate in the

On November 20, 2023, the Compensation Committee granted Mr.

Silverman a stock option grant to purchase 170,000 shares of common

stock exercisable over a ten-year term at an exercise price of $2.18 per share, vesting 50% immediately and 50% on the one-year anniversary

of the date of grant.

On May 8, 2022 we entered into an Amended and

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Trujillo is eligible to participate in the 2022 Plan.

On May 20, 2022, the Compensation Committee granted

Trujillo (i) a stock option grant to purchase 201,860 shares of common stock exercisable over a ten-year term at an exercise price

per share equal to the closing price of the common stock on the date of grant, vesting at the rate of 25% immediately and the remaining

vesting monthly over three years from the date of grant, approximately 4,200 option shares per month, and (ii) a grant of 57,540 restricted

stock units, vesting at the rate of 25% immediately and an additional 25% on each anniversary of the grant date.

On November 20, 2023, the Compensation Committee

Trujillo a stock option grant to purchase 85,000 shares of common stock exercisable over a ten-year term at an exercise price

of $2.18 per share, vesting 50% immediately and 50% on the one-year anniversary of the date of grant.

Trujillo’s employment is terminated

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take such other action as the Compensation Committee determines to be appropriate under the circumstances.

Further, in the discretion of the Compensation

Committee, any cash or substitute consideration payable upon cancellation of an award may be subjected to (i) vesting terms substantially

identical to those that applied to the cancelled award immediately prior to the Change in Control, or (ii) earn-out, escrow, holdback

or similar arrangements, to the extent such arrangements are applicable to any consideration paid to stockholders in connection with the

Change in Control.

Under the 2021 Plan, upon termination of a participant’s

service with the Company and unless otherwise specified in an applicable award agreement, any portion of an option or stock appreciation

right that is not exercisable upon termination will expire immediately, and any portion of an option or stock appreciation right that

is exercisable upon termination will expire on the date it ceases to be exercisable, as determined by the reason for termination:

Further, in the discretion

of the Compensation Committee, any cash or substitute consideration payable upon cancellation of an award may be subjected to (i) vesting

terms substantially identical to those that applied to the cancelled award immediately prior to the Change in Control, or (ii) earn-out,

escrow, holdback or similar arrangements, to the extent such arrangements are applicable to any consideration paid to stockholders in

connection with the Change in Control.

Under the 2021 Plan, upon

termination of a participant’s service with the Company and unless otherwise specified in an applicable award agreement, any portion

of an option or stock appreciation right that is not exercisable upon termination will expire immediately, and any portion of an option

or stock appreciation right that is exercisable upon termination will expire on the date it ceases to be exercisable, as determined by

the reason for termination:

Termination by reason of death:

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Option Expiration Date

(1) These options vest in full on November 20, 2024.

Director Compensation

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Robert Weinstein (3)

Jack Stover (7)

Thomas Liquard (8)

Matthias Löhr (10)

Abecassis (5)

The amounts in the columns titled “Stock Awards” and “Option Awards” reflect the grant date fair values of awards made during the fiscal year ended April 30, 2024, as computed in accordance with FASB ASC Topic 718 and the assumptions stated in Note 4 and Note 5 of the Consolidated Financial Statements to this Report.

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Walker was elected to the Board on December 28, 2022.

Allen was appointed to the Board effective August 15, 2022.

Allen did not stand for reelection at the annual meeting of stockholders held on December 28, 2022.

Farb was appointed to the Board effective August 15, 2022.

Farb did not stand for re-election at the annual meeting of stockholders held on December 28, 2022.

Stover was appointed to the Board effective August 15, 2022.

Stover resigned from the Board effective November 1, 2022.

Liquard resigned from the Board effective August 15, 2022.

Tong resigned from the Board effective August 15, 2022.

Löhr resigned from the Board effective August 15, 2022.

Each non-employee director receives a cash retainer

of $12,500 per quarter (pro-rated for periods of service less than a quarter).

Abecassis was appointed to the Strategic Scientific Committee on November 20, 2023, at which point he began receiving a monthly retainer fee of $3,500.

On November 17, 2023, we adopted a nonemployee

director compensation policy (the “Director Compensation Policy”).

The Director Compensation Policy provides for the annual

automatic grant of nonqualified stock options to purchase shares of common stock having an aggregate grant date fair value of $60,000.

Such grants shall occur annually on the first business day after our annual meeting of stockholders, and the options shall vest on the

date of the subsequent annual meeting of stockholders, subject to the director’s continued service on the vesting date.

Compensation Policy also provides for the automatic grant of nonqualified stock options to purchase shares of common stock having an aggregate

grant date fair value of $50,000 to each newly appointed director.

Such grants occur on the first business day following appointment,

and the options vest in full immediately.

Each nonemployee director will also receive an annual retainer in the amount of $60,000, plus

an additional $10,000 annually per committee chairmanship.

Abecassis, as chair of the Strategic Scientific Committee, receives a monthly

retainer fee of $3,500.

Our employee directors do not receive additional

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have not been exercised.

The number of shares of common stock beneficially owned do not reflect these limitations.

Similarly, under the terms of our Series B Preferred Shares, holders may not convert their Series B Preferred

Shares to the extent such conversion would cause such holder, together with its affiliates, to beneficially own a number of shares of

our common stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding common stock following such conversion.

number of shares of common stock beneficially owned reflects these limitations.

The address of all beneficial owners is 3960 Howard

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Trujillo, Chief Financial Officer (15)

Waggoner (12)

Crabtree (13)

All directors and executive officers as a group (6 persons)

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* Indicates percentage is less than 1.0%.

based on 8,778,101 shares of common stock outstanding as of July 15, 2023.

This information is based solely on the Schedule 13D/A filed with the SEC by Richard Abbe, Kimberly Page, Iroquois Master Fund Ltd.

Percentages based on 7,724,319 shares of common stock outstanding as of July 17, 2024.

This information is based solely on the Schedule 13D/A filed with the Commission by Richard Abbe, Kimberly Page, Iroquois Master Fund Ltd.

(“Iroquois Master Fund”), Iroquois Capital Management, LLC (“Iroquois Capital”) and Iroquois Capital Investment Group LLC (“ICIG,” and collectively, the “Iroquois Parties”) on June 16, 2023.

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Includes (i) 178,654 shares, (ii) 1,896,000 shares issuable upon exercise of warrants and (iii) 1,700,000 shares issuable upon conversion of convertible preferred shares owned by Iroquois Master Fund.

This information is based on the Schedule 13G/A filed with the SEC on January 10, 2023 by Sabby Volatility Warrant Master Fund, Ltd., Sabby Management, LLC and Hal Mintz (collectively, “Sabby”).

This information is based on the Schedule 13G/A filed with the Commission on January 10, 2023 by Sabby Volatility Warrant Master Fund, Ltd., Sabby Management, LLC and Hal Mintz (collectively, “Sabby”).

Sabby reported sole and shared voting and sole and shared dispositive power of 934,456 shares of common stock.

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The address of Sabby is c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-9007, Cayman Islands.

This information is based on the Schedule 13G/A filed with the SEC on February 8, 2023 by Mitchell P.

This information is based on the Schedule 13G/A filed with the Commission on February 6, 2024 by Mitchell P.

Kopin, Daniel B.

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Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.

The 1,735,189 shares consist of (i) 1,106,042 shares of common stock held by Intracoastal and (ii) 629,147 shares of common stock issuable upon exercise of warrants held by Intracoastal.

Includes (i) 475,884 shares of common stock held by Intracoastal and (ii) 427,528 shares of common stock issuable upon exercise of warrants held by Intracoastal.

Kopin is the manager of Intracoastal.

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Asher and (iii) 335,619 shares of common stock issuable upon exercise of warrants held by Intracoastal.

Includes (i) 1,020,042 shares held by Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (“Alto”) and (ii) 730,670 shares of common stock issuable on the exercise of certain warrants and conversion of certain shares of convertible preferred stock held by Alto.

Represents shares underlying warrants and preferred stock held by Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (“Alto”).

Alto is a private investment vehicle for which Ayrton Capital LLC (“Ayrton”) serves as the investment manager.

Waqas Khatri serves as the managing member of Ayrton.

Ayrton’s address is 55 Post Rd West, 2nd Floor, Westport, CT 06880.

This information is based on the Schedule 13G filed with the SEC on May 19, 2023.

Alto’s address is Suite #7, Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, P.O.

Box 10250, Cayman Islands.

Ayrton’s and Mr.

Khatri’s address is 55 Post Rd West, 2nd Floor, Westport, CT 06880.

This information is based on the Schedule 13G filed with the Commission on February 14, 2024.

Includes 85,000 shares issuable upon the exercise of options to purchase common stock.

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Includes 62,249 shares issuable upon the exercise of options to purchase common stock.

Waggoner resigned from all positions with the Company effective October 6, 2022.

Includes 61,248 shares issuable upon the exercise of options to purchase common stock.

Crabtree resigned from all positions with the Company effective October 12, 2022.

Includes 61,248 shares issuable upon the exercise of options to purchase common stock.

Includes 48,500 shares issuable upon the exercise of options to purchase common stock.

Securities Authorized for Issuance under Equity

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TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Our Audit Committee charter requires all future transactions between

us and any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of,

or entities affiliated with, any of them, or any other related persons, as defined in Item 404 of Regulation S-K, or their affiliates,

in which the amount involved is equal to or greater than $120,000, be approved in advance by our Audit Committee.

Any request for such

a transaction must first be presented to our Audit Committee for review, consideration and approval.

In approving or rejecting any such

proposal, our Audit Committee is to consider all available information deemed relevant by the Audit Committee, including, but not limited

to, the extent of the related person’s interest in the transaction, and whether the transaction is on terms no less favorable to

us than terms we could have generally obtained from an unaffiliated third party under the same or similar circumstances.

Our Audit Committee charter requires all future

transactions between us and any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the

immediate family of, or entities affiliated with, any of them, or any other related persons, as defined in Item 404 of Regulation S-K,

or their affiliates, in which the amount involved is equal to or greater than $120,000, be approved in advance by our Audit Committee.

Any request for such a transaction must first be presented to our Audit Committee for review, consideration and approval.

or rejecting any such proposal, our Audit Committee is to consider all available information deemed relevant by the Audit Committee, including,

but not limited to, the extent of the related person’s interest in the transaction, and whether the transaction is on terms no less

favorable to us than terms we could have generally obtained from an unaffiliated third party under the same or similar circumstances.

We had the following related party transactions

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Vin-de-Bona is owned by Prof.

Salmons, both of whom are involved in numerous aspects of our scientific endeavors relating to cancer and diabetes (Prof.

is the Chairman of Austrianova, and Dr.

Salmons, both of whom are involved in numerous aspects of our scientific endeavors relating to cancer (Prof.

the Chairman of Austrianova, and Dr.

Salmons is the Chief Executive Officer and President of Austrianova).

The term of the agreement

is for 12 months, automatically renewable for successive 12-month terms.

The term of the agreement is

for 12 months, automatically renewable for successive 12-month terms.

After the initial term, either party can terminate the agreement

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Walker have been determined by the Board to be Independent

On May 20, 2024, we entered into the TNF Purchase

Agreement with TNF, pursuant to which we purchased from TNF (i) TNF Preferred Shares, convertible into 3,854,626 TNF Common Shares, (ii)

Long-Term Warrants to purchase up to 3,854,626 TNF Common Shares and (iii) Short-Term Warrants to purchase up to 3,854,626 TNF Common

Shares for an aggregate purchase price of $7,000,000.

Joshua Silverman, our Interim Chief Executive Officer and Interim President, is

chairman of TNF’s board of directors.

For more information regarding the TNF Transaction, see “Item 7.

Discussion and Analysis of Financial Condition and Results of Operations – TNF Transaction.”

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The Company engaged Armanino LLP (“Armanino”) as its independent

auditors from October 30, 2015 to November 5, 2023.

The Company engaged Marcum LLP (“Marcum”) from November 5, 2023 to present.

A summary of the fees billed by our independent

audit firm, Armanino LP, for professional services rendered for the years ended April 30, 2023 and 2022 is set forth below.

audit firm, Armanino, for professional services rendered for the years ended April 30, 2024 and 2023 is set forth below.

‌Audit-Related Fees

3 unchanged sentences

respectively, and $0 and $19,640 in income tax analysis, respectively.

Additional fees relating to capital raises were paid to Armanino

in the amounts of $0 and $61,149 during the years ended April 30, 2023, and 2022, respectively.

A summary of the fees billed by our independent

audit firm, Marcum, for professional services rendered for the years ended April 30, 2024 and 2023 is set forth below.

‌Audit-Related Fees

All Other Fees

During the year ended April 30, 2024, we incurred

from Marcum $225,000 in audit fees and $76,650 in quarterly review fees.

Our Audit Committee pre-approves all services

43 unchanged sentences

reports thereon of our independent registered public accounting firm, are set forth on pages F-1 to F-27 of this Report.

(2) Financial Statement Schedules.

Schedule II - Valuation and Qualifying Accounts

for the Years Ended 2023, and 2022 is incorporated by reference to page F-27 of the financial statements included herewith.

(3) Exhibits.

9 unchanged sentences

Incorporated by reference

from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2020.

from the Company’s Quarterly Report on Form 10-Q filed with the Commission on March 13, 2020.

Certificate of Amendment to Articles of Incorporation of the Company, dated July 2, 2021.

Incorporated by reference

from Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2021.

from Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 6, 2021.

Certificate of Change to Articles of Incorporation of the Company, dated July 9, 2021.

Incorporated by reference

from Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 13, 2021.

from Exhibit 99.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 13, 2021.

Certificate of Change to

1 unchanged sentence

Incorporated by reference

from Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 16, 2023.

from Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on March 16, 2023.

Certificate of Change to Articles

of Incorporation of the Company, dated September 6, 2023.

Incorporated by reference from Exhibit 3.1 to the Company’s Current

Report on Form 8-K filed with the Commission on September 7, 2023

Certificate of Designations

1 unchanged sentence

Incorporated by reference

from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 11, 2023.

from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 11, 2023.

Corporate Bylaws.

1 unchanged sentence

from the Company’s Registration Statement on Form SB-2 (File No.

333-68008) filed with the SEC on August 20, 2001.

333-68008) filed with the Commission on August 20, 2001.

Amendment No.

1 unchanged sentence

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the SEC on September 25, 2014.

from the Company’s Current Report on Form 8-K filed with the Commission on September 25, 2014.

Amendment No.

1 unchanged sentence

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the SEC on October 3, 2014.

from the Company’s Current Report on Form 8-K filed with the Commission on October 3, 2014.

Amendment No.

1 unchanged sentence

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the SEC on June 4, 2021.

from the Company’s Current Report on Form 8-K filed with the Commission on June 4, 2021.

Amendment No.

1 unchanged sentence

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2021.

from the Company’s Current Report on Form 8-K filed with the Commission on July 6, 2021.

Amendment No.

2 unchanged sentences

Incorporated by reference

from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 18, 2022.

from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 18, 2022.

Amendment No.

2 unchanged sentences

Incorporated by reference

from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 19, 2023.

from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on July 19, 2023.

Form of Common Stock Certificate.

1 unchanged sentence

from the Company’s Registration Statement on Form SB-2 (File No.

333-68008) filed with the SEC on August 20, 2001.

333-68008) filed with the Commission on August 20, 2001.

Description of Securities.

2 unchanged sentences

Incorporated by reference

from the Company’s ‌Current Report on Form ‌8-‌K filed with the SEC on ‌August 12, ‌2021.

from the Company’s ‌Current Report on Form ‌8-‌K filed with the Commission on ‌August 12, ‌2021.

‌ Form of Pre-funded Warrant.

Incorporated by reference

from the Company’s ‌Current Report on Form ‌8-‌K filed with the SEC on ‌August 12, ‌2021.

from the Company’s ‌Current Report on Form ‌8-‌K filed with the Commission on ‌August 12, ‌2021.

Form of Underwriter’s Warrant.

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the SEC on August 12, 2021.

from the Company’s Current Report on Form 8-K filed with the Commission on August 12, 2021.

Form of Pre-Funded Common Stock Purchase Warrant.

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the SEC on August 23, 2021.

from the Company’s Current Report on Form 8-K filed with the Commission on August 23, 2021.

Form of Series A Warrant Common Stock Purchase Warrant.

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the SEC on August 23, 2021.

from the Company’s Current Report on Form 8-K filed with the Commission on August 23, 2021.

‌ Form of Placement Agent Common Stock Purchase Warrant.

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the SEC on ‌August ‌23, 2021.

from the Company’s Current Report on Form 8-K filed with the Commission on ‌August ‌23, 2021.

Form of Warrant.

Incorporated by reference

from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 11, 2023.

from Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 11, 2023.

Asset Purchase Agreement, dated May 26, 2011, between SG Austria Pte.

1 unchanged sentence

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2012.

from the Company’s Current Report on Form 8-K filed with the Commission on June 28, 2012.

First Addendum, dated June 11, 2011, to Asset Purchase Agreement between SG Austria Pte.

1 unchanged sentence

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2012.

from the Company’s Current Report on Form 8-K filed with the Commission on June 28, 2012.

Second Addendum, dated June 14, 2012, to Asset Purchase Agreement between SG Austria Pte.

1 unchanged sentence

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2012.

from the Company’s Current Report on Form 8-K filed with the Commission on June 28, 2012.

Third Addendum, dated June 25, 2013, to Asset Purchase Agreement between SG Austria Private Limited and the Company.

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2013.

from the Company’s Current Report on Form 8-K filed with the Commission on July 18, 2013.

Licensing Agreement, dated June 25, 2013, between Austrianova Singapore Pte.

1 unchanged sentence

Incorporated by reference

from the Company’s Current Report on Form 8-K filed with the SEC on July 18, 2013.

from the Company’s Current Report on Form 8-K filed with the Commission on July 18, 2013.

Manufacturing Framework Agreement, dated March 20, 2014, between Austrianova Singapore Pte.

1 unchanged sentence

Incorporated by reference

from the Company’s Annual Report on Form 10-K filed with the SEC on August 4, 2014.

from the Company’s Annual Report on Form 10-K filed with the Commission on August 4, 2014.

Master Services Agreement, dated April 7, 2014, between ViruSure GmbH and the Company.

Incorporated by reference

from the Company’s Annual Report on Form 10-K filed with the SEC on August 4, 2014.

from the Company’s Annual Report on Form 10-K filed with the Commission on August 4, 2014.

Consulting Agreement, dated April 1, 2014, between Vin-de-Bona Trading Company Pte.

1 unchanged sentence

Incorporated by reference

from the Company’s Annual Report on Form 10-K filed with the SEC on August 4, 2014.

from the Company’s Annual Report on Form 10-K filed with the Commission on August 4, 2014.

License Agreement, dated October 13, 2014, between University of Technology, Sydney and PharmaCyte Biotech Australia Pty Ltd (formerly, Nuvilex Australia Pty Ltd).

1 unchanged sentence

from Amendment No.

1 to the Company’s Annual Report on Form 10-K/A filed with the SEC on October 17, 2014.

1 to the Company’s Annual Report on Form 10-K/A filed with the Commission on October 17, 2014.

Master Services Agreement, dated March 7, 2014, between ViruSure GmbH and the Company.

1 unchanged sentence

from Amendment No.

1 to the Company’s Annual Report on Form 10-K/A filed with the SEC on October 17, 2014.

1 to the Company’s Annual Report on Form 10-K/A filed with the Commission on October 17, 2014.

Licensing Agreement, dated December 1, 2014, between Austrianova Singapore Pte.

1 unchanged sentence

Incorporated by reference

to the Company’s Quarterly Report on Form 10-Q filed with the SEC on December 15, 2014.

‌ First Stock Option Agreement, dated March 10, 2015, between Kenneth L.

Waggoner and the Company.

Incorporated by reference

from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2015.

‌ Second Stock Option Agreement, dated March 10, 2015, between Kenneth L.

Waggoner and the Company.

Incorporated by reference

from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2015.

‌ Executive Compensation Agreement, dated January 1, 2015, between Gerald W.

Crabtree and the Company.

Incorporated by reference

from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2015.

‌ First Stock Option Agreement, dated March 10, 2015, between Gerald W.

Crabtree and the Company.

Incorporated by reference

from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2015.

‌ Second Stock Option Agreement, dated March 10, 2015, between Gerald W.

Crabtree and the Company.

Incorporated by reference

from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 13, 2015.

Amendment No.

1, dated December 30, 2015, to Executive Compensation Agreement between Gerald W.

Crabtree and the Company.

Incorporated by reference

from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 8, 2016.

‌ Third Stock Option Agreement, dated December 30, 2015, between Gerald W.

Crabtree and the Company.

Incorporated by reference

from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 8, 2016.

Third Stock Option Agreement, dated December 30, 2015, between Kenneth L.

Waggoner and the Company.

Incorporated by reference

from the Company’s Quarterly Report on Form 10-Q filed with the SEC on March 8, 2016.

to the Company’s Quarterly Report on Form 10-Q filed with the Commission on December 15, 2014.

First Amendment, dated June 30, 2015, to Licensing Agreement, dated December 1, 2014, between Austrianova Singapore Pte.

1 unchanged sentence

Incorporated by reference