What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-08-11 compared with 2024-08-13 · 343 added, 220 removed, 163 unchanged (78% of the section changed)

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must do to have the clinical hold lifted.

To address our clinical hold, we assembled a

team of regulatory and scientific experts to respond to the items requested by the FDA.

That team has been working to complete the list

of items requested by the FDA.

For a complete discussion of what the FDA requires of us and the efforts we have undertaken to lift the

clinical hold, see Item 1.

To address our clinical hold, we assembled a team

of regulatory and scientific experts to respond to the items requested by the FDA.

That team has been working to complete the list of

items requested by the FDA.

For a complete discussion of what the FDA requires of us and the efforts we have undertaken to lift the clinical

hold, see Item 1.

Business under the Section entitled, “Clinical Hold” of this Report.

Private Placement

On May 9, 2023, we entered

into a securities purchase agreement with certain accredited investors, pursuant to which we issued and sold, in a private placement (the

“PIPE”), an aggregate of (i) 35,000 Series B Preferred Shares, initially convertible into up to 8,750,000 shares of common

stock at a conversion price of $4.00 per share, and (ii) warrants (the “PIPE Warrants”) to acquire up to 8,750,000 shares

of common stock at an exercise price of $4.00 per share.

Each Series B Preferred Share and accompanying PIPE Warrants were sold together

at a combined offering price of $1,000.

The terms of the Preferred Shares are as set forth in the Certificate of Designations of Series

B Convertible Preferred Stock of PharmaCyte Biotech, Inc.

(the “Certificate of Designations”), which was filed and became

effective with the Secretary of State of the State of Nevada on May 10, 2023.

The PIPE Warrants are immediately exercisable and expire

5 years from issuance.

In connection with the

PIPE, we entered into a registration rights agreement, pursuant to which we filed a Registration Statement on Form S-3 (File No.

to register the resale of the shares underlying the Series B Preferred Shares and the PIPE Warrants.

Such Registration Statement was declared

effective by the Commission on September 29, 2023.

For descriptions of the

Series B Preferred Shares and the PIPE Warrants, see “Note 12 – Preferred Stock” and Note 6 – Stock Options and

Warrants,” respectively.

Femasys Transaction

On May 9, 2023, we entered into a securities purchase

agreement with certain accredited investors, pursuant to which we issued and sold, in a private placement (the “PIPE”), an

aggregate of (i) 35,000 Series B Preferred Shares, initially convertible into up to 8,750,000 shares of common stock at a conversion price

of $4.00 per share, and (ii) warrants (the “PIPE Warrants”) to acquire up to 8,750,000 shares of common stock at an exercise

price of $4.00 per share.

Each Series B Preferred Share and accompanying PIPE Warrants were sold together at a combined offering price

The terms of the Preferred Shares are as set forth in the Certificate of Designations of Series B Convertible Preferred Stock

of PharmaCyte Biotech, Inc.

(the “Certificate of Designations”), which was filed and became effective with the Secretary of

State of the State of Nevada on May 10, 2023.

The PIPE Warrants are immediately exercisable and expire 5 years from issuance.

In connection with the PIPE, we entered into a

registration rights agreement, pursuant to which we filed a Registration Statement on Form S-3 (File No.

333-272569) to register the resale

of the shares underlying the Series B Preferred Shares and the PIPE Warrants.

Such Registration Statement was declared effective by the

Commission on September 29, 2023.

The terms of the Preferred Shares are as set forth

in a Certificate of Designations (the “Certificate of Designations”), which was filed with the Secretary of the State of Nevada

on May 10, 2023.

The Preferred Shares are convertible into common stock (the “Conversion Shares”) at the election of the holder

at any time at an initial conversion price of $4.00 (the “Conversion Price”).

The Conversion Price is subject to customary

adjustments for stock dividends, stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any

issuances of common stock, or securities convertible, exercisable or exchangeable for common stock, at a price below the then-applicable

Conversion Price (subject to certain exceptions).

We are required to settle the Preferred Shares in equal monthly installments, commencing

on November 9, 2023.

we entered into a securities purchase agreement (the “Femasys Purchase Agreement”) with Femasys Inc.

pursuant to which we purchased from Femasys (i) senior unsecured convertible notes (the “Notes”) in an aggregate principal

amount of $5,000,000, convertible into shares of Femasys common stock, par value $0.001 per share (the “Femasys Shares”) at

a conversion price of $1.18 per share, (ii) Series A Warrants (the “Series A Warrants”) to purchase up to an aggregate of

4,237,288 Femasys Shares at an exercise price of $1.18 per share, and (iii) Series B Warrants (the “Series B Warrants” and,

together with the Series A Warrants, the “Femasys Warrants”) to purchase up to an aggregate of 4,237,288 Femasys Shares at

an exercise price of $1.475 per share (collectively, the “Femasys Transaction”).

The Femasys Purchase

Agreement contains certain representations and warranties, covenants and indemnities customary for similar transactions.

Pursuant to the

Femasys Purchase Agreement, we have the right to nominate one individual to serve on Femasys’ board of directors (the “Femasys

Board”) until the earlier of (a) when the Company beneficially owns less than 4.99% of the number of Femasys Shares outstanding

and (b) the repayment of the Notes in full (such time, the “Investor Board Seat Fall-Away”).

In addition, we agreed to a standstill

until the later of (a) our nominee remaining on the Femasys Board and (b) 12 months after the Investor Board Seat Fall-Away, during which

period we may not, among other things, acquire additional securities of Femasys other than pursuant to the Notes or Femasys Warrants.

The Notes are senior

unsecured obligations of Femasys and accrue interest at a rate of 6.00% per annum, payable annually, in cash or Femasys Shares at Femasys’

option, and mature two years after the date of issuance.

The Notes are convertible into Femasys Shares at our election at any time at

an initial conversion price of $1.18.

The conversion price is subject to customary adjustments for stock dividends, stock splits, reclassifications

and similar corporate events.

Femasys agreed in the Femasys Purchase Agreement and the Notes not to issue or sell any of its equity securities

at a price below the then-current conversion price for a period of 18 months after closing, subject to certain exceptions.

Beginning six months

after issuance, Femasys may require us to convert our Notes into Femasys Shares if the closing price of the Femasys Shares exceeds $2.36

per share (subject to adjustment for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) for

10 consecutive trading days and the daily dollar trading volume of the Femasys Shares exceeds one million dollars ($1,000,000) per day

during the same period and certain equity conditions described in the Notes are satisfied.

The Notes provide for

certain events of default, including, among other things, Femasys’ failure to file and maintain an effective registration statement

covering the sale of the securities registrable pursuant to a registration rights agreement and Femasys’ failure to pay any amounts

due to us when due.

In connection with an event of default, we will be able to require Femasys to redeem in cash any or all of our Notes

at a premium of 115%.

The amortization payments due upon such redemption are payable, at our election, in cash, or subject to certain limitations,

in shares of common stock valued at the lower of (i) the Conversion Price then in effect and (ii) the greater of (A) a 20% discount to

the average of the three lowest closing prices of our common stock during the thirty trading day period immediately prior to the date

the amortization payment is due or (B) the lower of $0.556 and 20% of the Minimum Price (as defined in Rule 5635 of the Rule of the Nasdaq

Stock Market) on the date of receipt of Nasdaq Stockholder Approval (as defined below);

provided that if the amount set forth in clause

B is the lowest effective price, we will be required to pay the amortization payment in cash.

We may require holders to convert their

Preferred Shares into Conversion Shares if the closing price of the common stock exceeds $6.00 per share for 20 consecutive trading days

and the daily trading volume of the common stock exceeds 1,000,000 shares per day during the same period and certain equity conditions

described in the Certificate of Designations are satisfied.

The holders of the Preferred Shares are entitled

to dividends of 4% per annum, compounded monthly, which are payable in cash or shares of common stock at our option, in accordance with

the terms of the Certificate of Designations.

Upon the occurrence and during the continuance of a Triggering Event (as defined in the

Certificate of Designations), the Preferred Shares will accrue dividends at the rate of 15% per annum.

The holders of Preferred Shares

have no voting rights on account of the Preferred Shares, other than with respect to certain matters affecting the rights of the Preferred

Notwithstanding the foregoing, our ability to

settle conversions and make amortization payments using shares of common stock is subject to certain limitations set forth in the Certificate

of Designations, including a limit on the number of shares that may be issued until the time, if any, that our stockholders have approved

the issuance of more than 19.9% of the our outstanding shares of common stock in accordance with Nasdaq listing standards (the “Nasdaq

Stockholder Approval”).

We received Nasdaq Stockholder Approval at its special meeting of stockholders held on August 31, 2023.

Further, the Certificate of Designations contains a certain beneficial ownership limitation after giving effect to the issuance of shares

of common stock issuable upon conversion of, or as part of any amortization payment under, the Certificate of Designations or Warrants.

The Certificate of Designations includes certain

Triggering Events (as defined in the Certificate of Designations), including, among other things, the failure to file and maintain an

effective registration statement covering the sale of the holder’s securities registrable pursuant to a registration rights agreement

entered into by us and the Investors simultaneously with the Purchase Agreement and our failure to pay any amounts due to the holders

of the Preferred Shares when due.

In connection with a Triggering Event, each holder of Preferred Shares will be able to require us to

redeem in cash any or all of the holder’s Preferred Shares at a premium set forth in the Certificate of Designations.

As of April 30, 2025, all preferred shares were

redeemed and no remaining obligations exist.

Femasys Transaction

On November 14, 2023, we entered into a securities

purchase agreement (the “Femasys Purchase Agreement”) with Femasys Inc.

(“Femasys”), pursuant to which we purchased

from Femasys (i) senior unsecured convertible notes (the “Notes”) in an aggregate principal amount of $5,000,000, convertible

into shares of Femasys common stock, par value $0.001 per share (the “Femasys Shares”) at a conversion price of $1.18 per

share, (ii) Series A Warrants (the “Series A Warrants”) to purchase up to an aggregate of 4,237,288 Femasys Shares at an exercise

price of $1.18 per share, and (iii) Series B Warrants (the “Series B Warrants” and, together with the Series A Warrants, the

“Femasys Warrants”) to purchase up to an aggregate of 4,237,288 Femasys Shares at an exercise price of $1.475 per share (collectively,

the “Femasys Transaction”).

The Femasys Purchase Agreement contains certain

representations and warranties, covenants and indemnities customary for similar transactions.

Pursuant to the Femasys Purchase Agreement,

we have the right to nominate one individual to serve on Femasys’ board of directors (the “Femasys Board”) until the

earlier of (a) when the Company beneficially owns less than 4.99% of the number of Femasys Shares outstanding and (b) the repayment of

the Notes in full (such time, the “Investor Board Seat Fall-Away”).

In addition, we agreed to a standstill until the later

of (a) our nominee remaining on the Femasys Board and (b) 12 months after the Investor Board Seat Fall-Away, during which period we may

not, among other things, acquire additional securities of Femasys other than pursuant to the Notes or Femasys Warrants.

The Notes are senior unsecured obligations of

Femasys and accrue interest at a rate of 6.00% per annum, payable annually, in cash or Femasys Shares at Femasys’ option, and mature

two years after the date of issuance.

The initial annual interest payment was paid in stock.

The Notes are convertible into Femasys Shares

at our election at any time at an initial conversion price of $1.18.

The conversion price is subject to customary adjustments for stock

dividends, stock splits, reclassifications and similar corporate events.

Femasys agreed in the Femasys Purchase Agreement and the Notes

not to issue or sell any of its equity securities at a price below the then-current conversion price for a period of 18 months after closing,

subject to certain exceptions.

During the years ended April 30, 2025 and 2024, the Notes earned $300,000 and $137,500, respectively.

November 21, 2024, we received a settlement of twelve months of interest in the form of 315,790 shares of Femasys common stock.

value of the shares was measured at April 30, 2025, resulting in an unrealized gain of $66,316.

Beginning six months after issuance, Femasys may

require us to convert our Notes into Femasys Shares if the closing price of the Femasys Shares exceeds $2.36 per share (subject to adjustment

for stock splits, stock dividends, stock combinations, recapitalizations or other similar events) for 10 consecutive trading days and

the daily dollar trading volume of the Femasys Shares exceeds one million dollars ($1,000,000) per day during the same period and certain

equity conditions described in the Notes are satisfied.

The Notes provide for certain events of default,

including, among other things, Femasys’ failure to file and maintain an effective registration statement covering the sale of the

securities registrable pursuant to a registration rights agreement and Femasys’ failure to pay any amounts due to us when due.

connection with an event of default, we will be able to require Femasys to redeem in cash any or all of our Notes at a premium of 115%.

Under the terms of the Notes, Femasys is subject

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assets, among other matters.

The Series A Warrants

are exercisable for Femasys Shares immediately at an exercise price of $1.18 per share and expire five years from the date of issuance.

Femasys has the right to call the exercise of the Series A Warrants if the closing price of the Femasys Shares exceeds 200% of the exercise

price for 10 consecutive trading days and the daily dollar trading volume of the Femasys Shares exceeds one million dollars ($1,000,000)

per day during the same period and certain equity conditions are satisfied.

The Series B Warrants are exercisable for Femasys Shares immediately

at an exercise price of $1.475 per share and expire one year from the date of issuance.

Femasys has the right to call the exercise of

the Series B Warrants if the closing price of the Femasys Shares exceeds 200% of the exercise price for 10 consecutive trading days and

the daily dollar trading volume of the Femasys Shares exceeds one million dollars ($1,000,000) per day during the same period and certain

equity conditions are satisfied.

In connection with the

Femasys Transaction, we entered into a registration rights agreement with Femasys, pursuant to which Femasys was required to file a resale

registration statement with the Commission, registering 100% of the shares issuable pursuant to the Notes and the Femasys Warrants.

In connection with the

Femasys Transaction, we entered into a collaboration agreement with Femasys, dated November 14, 2023, whereby, if the Company and Femasys

agree to conduct research activities or enter into a research plan in connection with discussing, evaluating and seeking technology that

may be available to in-license or acquire with a view to enhancing the existing products of Femasys or adding new complementary products,

we will establish a joint research committee with two representatives of Femasys and one representative of the Company to oversee the

execution of the research plan and coordinate research activities.

The Series A Warrants are exercisable for Femasys

Shares immediately at an exercise price of $1.18 per share and expire five years from the date of issuance.

Femasys has the right to call

the exercise of the Series A Warrants if the closing price of the Femasys Shares exceeds 200% of the exercise price for 10 consecutive

trading days and the daily dollar trading volume of the Femasys Shares exceeds one million dollars ($1,000,000) per day during the same

period and certain equity conditions are satisfied.

The Series B Warrants expired on November 21, 2024.

In connection with the Femasys Transaction, we

entered into a registration rights agreement with Femasys, pursuant to which Femasys was required to file a resale registration statement

with the Commission, registering 100% of the shares issuable pursuant to the Notes and the Femasys Warrants.

In connection with the Femasys Transaction, we

entered into a collaboration agreement with Femasys, dated November 14, 2023, whereby, if the Company and Femasys agree to conduct research

activities or enter into a research plan in connection with discussing, evaluating and seeking technology that may be available to in-license

or acquire with a view to enhancing the existing products of Femasys or adding new complementary products, we will establish a joint research

committee with two representatives of Femasys and one representative of the Company to oversee the execution of the research plan and

coordinate research activities.

TNF Transaction

On May 20, 2024, we entered

into a securities purchase agreement (the “TNF Purchase Agreement”) with TNF Pharmaceuticals, Inc.

(f/k/a MyMD Pharmaceuticals,

Inc.) (“TNF”), pursuant to which we purchased from TNF (i) shares of TNF’s Series G Convertible Preferred Stock (the

“TNF Preferred Shares”), convertible into 3,854,626 shares of TNF’s common stock, par value $0.001 per share (the “TNF

Common Shares”), (ii) warrants to purchase up to 3,854,626 TNF Common Shares with a five-year term (the “Long-Term Warrants”)

and (iii) warrants to purchase up to 3,854,626 TNF Common Shares with an 18-month term (the “Short-Term Warrants” and, together

with the Long-Term Warrants, the “TNF Warrants”) for an aggregate purchase price of $7,000,000 (the purchase of the TNF Preferred

Shares, the Long-Term Warrants and the Short-Term Warrants, the “TNF Transaction”).

Pursuant to the TNF Purchase

Agreement, we have the right to participate in future sales of TNF’s equity and equity-linked securities until the second anniversary

of the closing or the date on which no TNF Preferred Shares remain outstanding, whichever is earlier.

Additionally, we have the right

to nominate one individual to serve on TNF’s board of directors until the Company no longer beneficially owns 20% of the TNF Common

Shares on an as-converted basis.

The terms of the TNF

Preferred Shares are as set forth a certificate of designations (the “TNF Certificate of Designations”), which TNF filed with

the Secretary of State for the State of Delaware on May 21, 2024.

The TNF Preferred Shares are convertible into TNF Common Shares at our

election at any time at an initial conversion price of $1.816.

The conversion price is subject to customary adjustments for stock dividends,

stock splits, reclassifications and the like, and subject to price-based adjustment in the event of any issuances of TNF Common Shares,

or securities convertible, exercisable or exchangeable for TNF Common Shares, at a price below the then-applicable conversion price (subject

to certain exceptions).

At any time after the issuance date of the TNF Preferred Shares, TNF has the option to redeem in cash all or any

portion of the outstanding TNF Preferred Shares then outstanding at a premium upon notice to the Company.

Pursuant to the TNF Certificate

of Designations, we will be entitled to dividends of 10% per annum, compounded monthly, which will be payable in cash or in TNF Common

Shares at our option.

Upon the occurrence and during the continuance of a Triggering Event (as defined in the TNF Certificate of Designations),

the TNF Preferred Shares will accrue dividends at the rate of 15% per annum.

Upon conversion or redemption, we are entitled to receive

a dividend make-whole payment.

We will be entitled to vote with holders of the TNF Common Shares on as as-converted basis, with the number

of votes to which we are entitled to be calculated assuming a conversion price of $2.253 per share.

TNF’s ability to settle conversions

and make dividend make-whole payments by issuing TNF Common Shares is subject to certain limitations set forth in the TNF Certificate

of Designations.

The TNF Certificate of

Designations includes certain triggering events, including, among other things, the failure by TNF to file and maintain an effective registration

statement covering the sale of the securities registrable pursuant to a registration rights agreement and the failure by TNF to pay any

amounts to us when due.

In connection with a triggering event, we will be able to require TNF to redeem in cash any or all of its TNF

Preferred Shares at a premium set forth in the TNF Certificate of Designations.

TNF is subject to certain

affirmative and negative covenants regarding the incurrence of indebtedness, the existence of liens, the repayment of indebtedness, the

payment of cash in respect of dividends (other than dividends pursuant to the TNF Certificate of Designations), distributions or redemptions,

and the transfer of assets, among other matters.

The Long-Term Warrants

are exercisable for TNF Common Shares immediately, at an exercise price of $1.816 per share and expire five years from the date of issuance.

The Short-Term Warrants are exercisable for TNF Common Shares immediately, at an exercise price of $1.816 per share and expire 18 months

from the date of issuance.

The exercise price of each TNF Warrant is subject to customary adjustments for stock dividends, stock splits,

reclassifications and the like, and subject to price-based adjustment, on a “full ratchet” basis, in the event of any issuances

of TNF Common Shares or securities convertible, exercisable or exchangeable for TNF Common Shares at a price below the then-applicable

exercise price (subject to certain exceptions).

In connection with the

TNF Transaction, we entered into a registration rights agreement with TNF, pursuant to which TNF was required to file a resale registration

statement with the Commission, registering 200% of the shares issuable pursuant to the TNF Preferred Shares and the TNF Warrants.

On May 20, 2024, we entered into a securities

purchase agreement (the “TNF Purchase Agreement”) with TNF Pharmaceuticals, Inc.

(f/k/a MyMD Pharmaceuticals, Inc.) (“TNF”),

pursuant to which we purchased from TNF (i) shares of TNF’s Series G Convertible Preferred Stock (the “TNF Preferred Shares”),

convertible into 3,854,626 shares of TNF’s common stock, par value $0.001 per share (the “TNF Common Shares”), (ii)

warrants to purchase up to 3,854,626 TNF Common Shares with a five-year term (the “Long-Term Warrants”) and (iii) warrants

to purchase up to 3,854,626 TNF Common Shares with an 18-month term (the “Short-Term Warrants” and, together with the Long-Term

Warrants, the “TNF Warrants”) for an aggregate purchase price of $7,000,000 (the purchase of the TNF Preferred Shares, the

Long-Term Warrants and the Short-Term Warrants, the “TNF Transaction”).

Pursuant to the TNF Purchase Agreement, we have

the right to participate in future sales of TNF’s equity and equity-linked securities until the second anniversary of the closing

or the date on which no TNF Preferred Shares remain outstanding, whichever is earlier.

Additionally, we have the right to nominate one

individual to serve on TNF’s board of directors until the Company no longer beneficially owns 20% of the TNF Common Shares on an

as-converted basis.

The terms of the TNF Preferred Shares are as set

forth a certificate of designations (the “TNF Certificate of Designations”), which TNF filed with the Secretary of State for

the State of Delaware on May 21, 2024.

The TNF Preferred Shares are convertible into TNF Common Shares at our election at any time at

an initial conversion price of $1.816.

The conversion price is subject to customary adjustments for stock dividends, stock splits, reclassifications

and the like, and subject to price-based adjustment in the event of any issuances of TNF Common Shares, or securities convertible, exercisable

or exchangeable for TNF Common Shares, at a price below the then-applicable conversion price (subject to certain exceptions).

2025, the conversion price was adjusted to $0.1832 per share as a result of stock option grants.

At any time after the issuance date of

the TNF Preferred Shares, TNF has the option to redeem in cash all or any portion of the outstanding TNF Preferred Shares then outstanding

at a premium upon notice to the Company.

Pursuant to the TNF Certificate of Designations,

we will be entitled to dividends of 10% per annum, compounded monthly, which will be payable in cash or in TNF Common Shares at our option.

Upon the occurrence and during the continuance of a Triggering Event (as defined in the TNF Certificate of Designations), the TNF Preferred

Shares will accrue dividends at the rate of 15% per annum.

Upon conversion or redemption, we are entitled to receive a dividend make-whole

We will be entitled to vote with holders of the TNF Common Shares on as as-converted basis, with the number of votes to which

we are entitled to be calculated assuming a conversion price of $2.253 per share.

TNF’s ability to settle conversions and make dividend

make-whole payments by issuing TNF Common Shares is subject to certain limitations set forth in the TNF Certificate of Designations.

The TNF Certificate of Designations includes certain

triggering events, including, among other things, the failure by TNF to file and maintain an effective registration statement covering

the sale of the securities registrable pursuant to a registration rights agreement and the failure by TNF to pay any amounts to us when

In connection with a triggering event, we will be able to require TNF to redeem in cash any or all of its TNF Preferred Shares at

a premium set forth in the TNF Certificate of Designations.

TNF is subject to certain affirmative and negative

covenants regarding the incurrence of indebtedness, the existence of liens, the repayment of indebtedness, the payment of cash in respect

of dividends (other than dividends pursuant to the TNF Certificate of Designations), distributions or redemptions, and the transfer of

assets, among other matters.

The Long-Term Warrants are exercisable for TNF

Common Shares immediately, at an initial exercise price of $1.816 per share and expire five years from the date of issuance.

The Short-Term

Warrants are exercisable for TNF Common Shares immediately, at an initial exercise price of $1.816 per share and expire 18 months from

the date of issuance.

The exercise price of each TNF Warrant is subject to customary adjustments for stock dividends, stock splits, reclassifications

and the like, and subject to price-based adjustment, on a “full ratchet” basis, in the event of any issuances of TNF Common

Shares or securities convertible, exercisable or exchangeable for TNF Common Shares at a price below the then-applicable exercise price

(subject to certain exceptions).

In April 2025, the exercise price for both the Long-Term Warrants and Short-Term Warrants was adjusted

to $0.1832 per share.

As a result of the exercise price adjustment, the number of warrant shares attributable to both the Long-Term and

Short-Term Warrants increased to 38,209,611 each.

In connection with the TNF Transaction, we entered

into a registration rights agreement with TNF, pursuant to which TNF was required to file a resale registration statement with the Commission,

registering 200% of the shares issuable pursuant to the TNF Preferred Shares and the TNF Warrants.

Increase in Authorized Shares

37 unchanged sentences

million as of April 30, 2025, and approximately $43 million as of April 30, 2024.

The decrease in cash is attributable to the repurchase

of our common stock pursuant to the Repurchase Programs, recorded as treasury stock and an increase in our operating expenses.

The decrease in cash is attributable to our investment

in TNF, the redemption of preferred stock, the repurchase of our common stock pursuant to the Repurchase Programs, recorded as treasury

stock and our operating expenses.

Repurchase Programs

Pursuant to the First Repurchase Program, we may

acquire up to $10 million of our outstanding shares of common stock, as determined by a formula based on the market price of the common

stock and average daily volumes.

Pursuant to the Second Repurchase Program, we may acquire up to $10 million of our outstanding shares

of common stock from time to time in open market transactions, privately negotiated block transactions or other means in accordance with

applicable securities laws.

Pursuant to the First Repurchase Program, we may acquire

up to $10 million of our outstanding shares of common stock, as determined by a formula based on the market price of the common stock

and average daily volumes.

Pursuant to the Second Repurchase Program, we may acquire up to $10 million of our outstanding shares of common

stock from time to time in open-market transactions, privately negotiated block transactions or other means in accordance with applicable

securities laws.

For more information on the Second Repurchase Program, see “Note 13 – Treasury Stock.”

23 unchanged sentences

Our total operating expenses during the year ended

April 30, 2024 were $8,520,008, representing an increase of $2,064,514 compared to the year ended April 30, 2023.

The increase is mainly

attributable to increases in compensation expenses, director fees and general and administrative expenses, net of decreases in R&D

and legal and professional expenses.

Operating expenses:

Compensation expense

Director fees

Impairment of asset

General and administrative, legal and professional

Loss from Operations

Loss from operations during the year ended April

30, 2024 was $8,520,008, an increase of $2,064,514 compared to the year ended April 30, 2023.

The increase is mainly attributable to increases

in compensation expenses, director fees and general and administrative expense, impairment of asset, net of decreases in R&D and legal

and professional expenses.

See the table under “ Operating Expenses ” above for more detail.

April 30, 2025 were $4,377,862, representing a decrease of $4,142,146 compared to the year ended April 30, 2024.

The decrease is mainly

attributable to decreases in compensation expenses, director fees, impairment of asset, legal and professional and general and administrative

expenses, net of an increase in R&D.

Research and development expenses

R&D expense was $438,416 for the year ended

April 30, 2025, as compared to $407,431 for the year ended April 30, 2024, an increase of $30,985.

The increase in cost is primarily due

to entering into an agreement with consultants to conduct additional research into the treatment of pancreatic cancer.

General and administrative expenses

The majority of our operating losses from operations

are from general and administrative expenses.

General and administrative expenses consist primarily of costs associated with our overall

operations and with being a public company.

These costs include personnel, legal and professional services, insurance, investor relations

and compliance related fees.

These expenses were $3,939,446 and $6,112,577, respectively, for the years ended April 30, 2025 and 2024,

a decrease of $2,173,131, or 36%.

Compensation expenses decreased by $37,210 to a reduction in accrued vacation.

Director fees decreased

by $585,271 due to a reduction in equity compensation and payments made to directors.

Investor relations decreased by $198,364 due to

having two stockholder meetings in 2024 and one meeting in 2025.

Legal and professional fees decreased by $300,266 primarily due to a

reduction in legal fees relating to non-recurring legal issues.

Warrant issuance costs decrease of $913,640 incurred in 2024 were non-recurring

Impairment asset impairment

For the year ended April 30, 2024, we impaired

a license in the amount of $2,000,000.

Other Income (Expenses), Net

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ended April 30, 2025 is attributable to interest income of $1,415,561, changes in fair values of warrant liability of $10,446,000, derivative

liability of $586,000, convertible note receivable of $1,089,000 and warrant asset of $1,818,000, less loss on write-off of long term

asset of $1,572,193 net of other income of $191,145.

Other income is attributable to recovery of accrued expenses of $195,000 less income

taxes and foreign exchange loss.

Other income, net for the year ended April 30, 2023 is attributable to interest income of $1,937,499

net settlement of accounts payable of $152,976 and net of other income and expense of $49,026.

Loss on write-off of long-term asset

For the year ended April 30, 2024, the Company

recorded an asset loss of $1,572,193, related to the Company’s investment in SG Austria, reducing the carrying value of such investment

See Note 2 of the Consolidated Financial Statements to this Report for more information.

liability of $2,184,000, convertible note receivable of $941,000, preferred stock investment – TNF of $5,063,950, and gain on related

party investment – TNF of $21,395,734 and unrealized gain on the fair value of marketable securities of $66,316, less decreases

in the fair value of Femasys warrant asset of $2,091,000, TNF warrant asset of $2,367,684, settlement of legal complaint of $2,019,000

and other expenses of $965.

Other income, net for the year ended April 30, 2024 of $8,853,771 is attributable to interest income of $3,398,819,

changes in fair values of warrant liability of $3,343,000, derivative liability of $586,000, convertible note receivable of $1,089,000

and warrant asset of $1,818,000, less loss on write-off of long-term asset of $1,572,193 net of other income of $191,145.

is attributable to recovery of accrued expenses of $195,000 less income taxes and foreign exchange loss.

For the years ended April 30,

2025 and 2024, we recorded an asset loss of $0 and $1,572,193, respectively, related to the Company’s investment in SG Austria,

reducing the carrying value of such investment to zero.

Discussion of Operating, Investing and Financing

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$ (7,000,000 )

$ (5,000,000 )

Net cash used in financing activities:

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Effect of currency rate exchange

Increase (decrease) in cash

Decrease in cash

$ (35,007,805 )

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Operating Activities:

The cash and cash equivalents used in operating

activities for the years ended April 30, 2024 and 2023 is a result of our net losses from operations offset by securities issued, assets

impaired, changes in fair values of warrant liability, derivative liability, note receivable, warrant asset, changes to prepaid expenses,

accounts payable and accrued expenses.

The cash used in operating activities for the

year ended April 30, 2025 is a result of our net income of $30,656,050, offset by non-cash transactions, change in fair value of

warrant asset in Femasys of $2,091,000 and legal settlement of $1,550,000, stock based compensation of $478,637, legal settlement

warrant liability of $469,000, change in fair value of TNF warrants of $2,367,684, offset by the gain on related party investment of

$(21,395,734) the changes in fair value of warrant liability of $(10,446,000), investment – TNF of $(5,063,950), derivative

liability of $(2,184,000), convertible note receivable of $(941,000), change in unrealized gain of marketable securities of

$(66,316), non-cash interest income of $(300,000), and changes to prepaid expenses, accounts payable, accrued expenses, and accrued

dividends totaling $(193,667).

The cash used in operating activities for the

year ended April 30, 2024 is a result of our net income of $333,763, convertible note receivable of $(1,089,000), changes in fair value

of warrant liability of $(3,343,000), derivative liability of $(586,000), warrant asset – Femasys of $(1,818,000), other non-cash

adjustments of $(195,000) offset by stock based compensation of $674,693, asset impairment of $2,000,000, loss on long term asset of $1,572,193,

and changes to prepaid expenses, accounts payable and accrued expenses of $298,894.

Investing Activities:

On November 14, 2023, we entered into a securities

purchase agreement, pursuant to which agreed to purchase a convertible note receivable in the amount of $5 million, convertible into common

stock and warrants (Series A and B) to purchase additional common stock.

See Note 3 – Investment in Debt and Equity Securities.

We had no investing activities for the year ended April 30, 2023.

The cash used in investing activities for the

year ended April 30, 2025 is mainly attributable to our entry into the TNF Purchase Agreement with a public company operating in the medical

industry, Pursuant to the TNF Purchase Agreement, we purchased (i) 7,000 shares of TNF’s Series G Convertible Preferred Stock (the

“Preferred Shares” or “Series G Preferred Stock”), representing approximately 33% of TNF’s issued and outstanding

share capital on an as-converted basis (and approximately 78% of all shares of Series G Preferred Stock outstanding), at a price of $1.816

per Preferred Share, which are convertible into 3,854,626 shares of Common Stock (as defined below);

(ii) warrants to purchase up to 3,854,626

shares of TNF’s Common Stock with a five-year term;

and (iii) warrants to purchase up to 3,854,626 shares of TNF’s Common

Stock with a 18-month, for an aggregate purchase price of $7,000,000.

The cash used in investing activities for the

year ended April 30, 2024 is mainly attributable to our entry into a Securities Purchase Agreement (the “Femasys Purchase Agreement”)

with Femasys Inc.

(“Femasys”), pursuant to which we purchased from Femasys for a sum of $5,000,000, (i) senior unsecured convertible

notes (the “Femasys Notes”) in an aggregate principal amount of $5,000,000, convertible into shares of Femasys common stock,

par value $0.001 per share (the “Femasys Shares”) at a conversion price of $1.18 per share, (ii) Series A Warrants (the “Series

A Warrants”) to purchase up to an aggregate of 4,237,288 Femasys Shares at an exercise price of $1.18 per share, and (iii) Series

B Warrants (the “Series B Warrants”, together with the Series A Warrants, the “Femasys Warrants,” and, together

with the Notes, the “Femasys Securities”) to purchase up to an aggregate of 4,237,288 Femasys Shares at an exercise price

of $1.475 per share.

The Series B Warrants expired on November 21, 2024.

Financing Activities:

The cash and cash equivalents used in financing

activities for the year ended April 30, 2024 was mainly attributable to the Repurchase Programs of approximately $28,198,000, redemption

of preferred stock of approximately $16,161,000, and the cash provided by proceeds from the issuance of preferred stock of approximately

$33,650,000, net of transaction costs.

For the year ended April 30, 2023, the cash and cash equivalents used is mainly attributable to

the Repurchase Programs of approximately $13,561,000.

The cash used in financing activities for the

year ended April 30, 2025 is mainly attributable to the repurchase of common stock of approximately $2,542,000 and redemption of preferred

stock of approximately $22,487,000.The cash used in financing activities for the year ended April 30, 2024 was mainly attributable to

the Repurchase Programs of approximately $28,198,000, redemption of preferred stock of approximately $16,161,000, offset by the cash provided

by proceeds from the issuance of preferred stock of approximately $33,650,000, net of transaction costs.

Critical Accounting Estimates

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Fair Value of Financial Instruments

Fair value measurements

are based upon certain market assumptions and pertinent information available as of and during the year ended April 30, 2024.

value of the bifurcated embedded derivative related to the convertible preferred stock was estimated using a Monte Carlo simulation model,

which uses as inputs the fair value of our common stock and estimates for the equity volatility and traded volume volatility of our common

stock, the time to maturity of the convertible preferred stock, the risk-free interest rate for a period that approximates the time to

maturity, dividend rate, a penalty dividend rate, and our probability of default.

The fair value

of the warrant liability was estimated using the Black Scholes Model which uses as inputs the following weighted average assumptions:

Fair value measurements are based upon certain

market assumptions and pertinent information available as of and during the year ended April 30, 2025.

The fair value of the bifurcated

embedded derivative related to the convertible preferred stock was estimated using a Monte Carlo simulation model, which uses as inputs

the fair value of our common stock and estimates for the equity volatility and traded volume volatility of our common stock, the time

to maturity of the convertible preferred stock, the risk-free interest rate for a period that approximates the time to maturity, dividend

rate, a penalty dividend rate, and our probability of default.

The fair value of the warrant liability was estimated using the Black Scholes

Model which uses as inputs the following weighted average assumptions:

dividend yield, expected term in years;

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and risk-free interest rate.

In addition, the Company elects to account for

its convertible note receivable, which meets the required criteria, at fair value at inception and at each subsequent reporting date.

Subsequent changes in fair value, including interest, are recorded as a component of non-operating income (loss) in the consolidated statements

of operations.

The Company estimates the fair value of the convertible note receivable using the income approach, which uses as inputs

the fair value of debtor’s common stock and estimates for the equity volatility and volume volatility of debtor’s common stock,

the time to expiration of the convertible note, the discount rate, the stated interest rate compared to the current market rate, the risk-free

interest rate for a period that approximates the time to expiration, and probability of default.

Therefore, the estimate of expected future

volatility is based on the actual volatility of debtor’s common stock and historical volatility of debtor’s common stock utilizing

a lookback period consistent with the time to expiration.

In addition, we elect to account for its convertible

note receivable, which meets the required criteria, at fair value at inception and at each subsequent reporting date.

Subsequent changes

in fair value, including interest, are recorded as a component of non-operating income (loss) in the consolidated statements of operations.

We estimate the fair value of the convertible note receivable using the income approach, which uses as inputs the fair value of debtor’s

common stock and estimates for the equity volatility and volume volatility of debtor’s common stock, the time to expiration of the

convertible note, the discount rate, the stated interest rate compared to the current market rate, the risk-free interest rate for a period

that approximates the time to expiration, and probability of default.

Therefore, the estimate of expected future volatility is based on

the actual volatility of debtor’s common stock and historical volatility of debtor’s common stock utilizing a lookback period

consistent with the time to expiration.

The time to expiration is based on the contractual maturity date.

The risk-free

interest rate is determined by reference to the U.S.

Treasury yield curve in effect at the time of measurement for time periods approximately

equal to the time to expiration.

The risk-free interest rate

is determined by reference to the U.S.

Treasury yield curve in effect at the time of measurement for time periods approximately equal

to the time to expiration.

The probability of default is estimated using the S&P Global default rate for companies with a similar

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common stock, the risk-free interest rate for a period that approximates the expected life of the warrants, and the expected life of the

Impairment of Assets

The fair value of the convertible note receivable

using the income approach, which uses as inputs the fair value of debtor’s common stock and estimates for the equity volatility

and volume volatility of debtor’s common stock, the time to expiration of the convertible note, the discount rate, the stated interest

rate compared to the current market rate, the risk-free interest rate for a period that approximates the time to expiration, and probability

Therefore, the estimate of expected future volatility is based on the actual volatility of debtor’s common stock and

historical volatility of debtor’s common stock utilizing a lookback period consistent with the time to expiration.

The time to expiration

is based on the contractual maturity date.

The risk-free interest rate is determined by reference to the U.S.

Treasury yield curve in

effect at the time of measurement for time periods approximately equal to the time to expiration.

Probability of default is estimated

using the S&P Global default rate for companies with a similar credit rating to debtor’s

Fair Value of Long-Lived Assets

We determined that the diabetes licensed asset

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New Accounting Pronouncements Effective in Future Periods

For a discussion

of new accounting pronouncements effective in future periods, see “Recent Accounting Pronouncements” in Note 2 of our Notes

to our Consolidated Financial Statements included in Item 8, “Financial Statements and Supplementary Data” of this Report.

In August 2023, the FASB issued ASU 2023-05 –

Business Combinations – Joint Venture Formations (Subtopic 805-60), which requires public entities that qualify as a joint venture

or corporate joint venture to establish a new basis of accounting upon formation.

The guidance is effective for our annual periods beginning

May 1, 2025, and early adoption is permitted.

We are evaluating the impact of adoption of this standard on its financial statements and

disclosures but does not expect it to have a material effect on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09

- Income Taxes (Topic 740):

Improvements to Income Tax Disclosures, which requires public entities to provide greater disaggregation within

their annual rate reconciliation, including new requirements to present reconciling items on a gross basis in specified categories, disclose

both percentages and dollar amounts, and disaggregate individual reconciling items by jurisdiction and nature when the effect of the items

meet a quantitative threshold.

The guidance also requires disaggregating the annual disclosure of income taxes paid, net of refunds received,

by federal (national), state, and foreign taxes, with separate presentation of individual jurisdictions that meet a quantitative threshold.

The guidance is effective for our annual periods beginning May 1, 2025 on a prospective basis, with a retrospective option, and early

adoption is permitted.

We are evaluating the impact of adoption of this standard on its financial statements and disclosures but does

not expect it to have a material effect on our consolidated financial statements.

In November 2024, the FASB issued ASU No.

(“ASU 2024-03”), Disaggregation of Income Statement Expenses.

The guidance requires additional, disaggregated disclosure about

certain income statement expense line items.

The amendments in ASU 2024-03 are effective for annual reporting periods beginning after

December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted, and is required to be

applied prospectively with the option of retrospective application.

We are currently evaluating the impact on the consolidated financial

statements and related disclosures.

QUANTITATIVE AND QUALITATIVE DISCLOSURES

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What changed 10-K

Item 7. Management’s Discussion and Analysis