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Item 9A. Controls and Procedures

2026-07-29 compared with 2025-08-11 · 1872 added, 1623 removed, 1339 unchanged (72% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Our Interim Chairman, Interim Chief Executive

Officer and Interim President, as our principal executive officer (“Chief Executive Officer”), and our Chief Financial Officer,

as our principal financial officer (“Chief Financial Officer”), evaluated the effectiveness of our “disclosure controls

and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Exchange Act.

Disclosure controls and procedures

are designed to ensure that the information required to be disclosed in the reports that we file or submit to the Commission pursuant

to the Exchange Act are recorded, processed, summarized and reported within the period specified by the Commission’s rules and forms

and are accumulated and communicated to our management, including our Chief Executive Officer, as appropriate to allow timely decisions

regarding required disclosures.

Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded

that, as of April 30, 2025, certain of our disclosure controls and procedures were not effective due to the material weaknesses in internal

control over financial reporting.

Our Chairman, Chief Executive Officer and President,

as our principal executive officer (“Chief Executive Officer”), and our Chief Financial Officer, as our principal financial

officer (“Chief Financial Officer”), evaluated the effectiveness of our “disclosure controls and procedures,”

as such term is defined in Rule 13a-15(e) promulgated under the Exchange Act.

Disclosure controls and procedures are designed to ensure

that the information required to be disclosed in the reports that we file or submit to the Commission pursuant to the Exchange Act are

recorded, processed, summarized and reported within the period specified by the Commission’s rules and forms and are accumulated

and communicated to our management, including our Chief Executive Officer, as appropriate to allow timely decisions regarding required

Based upon this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of April

30, 2026, certain of our disclosure controls and procedures were not effective due to the material weaknesses in internal control over

financial reporting.

This is described below in Management’s Report on Internal Control over Financial Reporting.

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over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal controls over financial reporting as that term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Our management is responsible for establishing and

maintaining adequate internal controls over financial reporting as that term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Our internal controls over financial reporting are designed to provide reasonable assurance regarding the reliability of financial reporting

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of our annual or interim financial statements will not be prevented or detected in a timely basis.

Under the supervision and with the participation

of our Chief Executive Officer and our Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal

controls over financial reporting as of April 30, 2025, based on the criteria outlined in Internal Control-Integrated Framework (2013)

issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and identified the following material

weaknesses in internal controls over financial reporting:

Under the supervision and with the participation of

our Chief Executive Officer and our Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal controls

over financial reporting as of April 30, 2026, based on the criteria outlined in Internal Control-Integrated Framework (2013) issued by

the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and identified the following material weaknesses

in internal controls over financial reporting:

Insufficient Segregation of Duties of the Chief Financial Officer .

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

Because of these material weaknesses, our Interim

Chief Executive Officer and our Chief Financial Officer concluded that, as of April 30, 2025, our internal controls over financial reporting

were not effective based on the COSO criteria.

We plan to make changes to our procedures and

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

Because of these material weaknesses, our Chief Executive

Officer and our Chief Financial Officer concluded that, as of April 30, 2026, our internal controls over financial reporting were not

effective based on the COSO criteria.

We plan to make changes to our procedures and 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,

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Changes in Internal Controls over Financial

There were no changes to our internal control

over financial reporting during the fiscal year ended April 30, 2025, that have materially affected, or are reasonably likely to materially

There were no changes to our internal control over

financial reporting during the fiscal year ended April 30, 2026, that have materially affected, or are reasonably likely to materially

affect, our internal controls over financial reporting.

The Certifications of our Principal Executive

and Principal Financial Officer required in accordance with Rule 13a-14(a) under the Exchange Act and Section 302 of the Sarbanes-Oxley

Act of 2002 (“Certifications”) are attached to this Report.

The disclosures set forth in this Item 9A contain information

(i) the evaluation of our disclosure controls and procedures, and changes in internal control over financial reporting, referred

to in paragraph 4 of the Certifications;

and (ii) material weaknesses in the design or operation of our internal control over financial

reporting, referred to in paragraph 5 of the Certifications.

The Certifications should be read in conjunction with this Item 9A for a

more complete understanding of the matters covered by the Certifications.

The Certifications of our Principal Executive and

Principal Financial Officer required in accordance with Rule 13a-14(a) under the Exchange Act and Section 302 of the Sarbanes-Oxley Act

of 2002 (“Certifications”) are attached to this Report.

The disclosures set forth in this Item 9A contain information concerning:

(i) the evaluation of our disclosure controls and procedures, and changes in internal control over financial reporting, referred to in

paragraph 4 of the Certifications;

and (ii) material weaknesses in the design or operation of our internal control over financial reporting,

referred to in paragraph 5 of the Certifications.

The Certifications should be read in conjunction with this Item 9A for a more complete

understanding of the matters covered by the Certifications.

Limitations on the Effectiveness of Disclosure

Controls and Procedures

A control system, no matter how well conceived

and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

A control system, no matter how well conceived and

operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design

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as each term is defined in Item 408(a) of Regulation S-K.

On August 8, 2025, we entered into an Executive

Compensation Agreement (the “Silverman Compensation Agreement”) with Joshua N.

Silverman Silverman, effective as of January

1, 2025, pursuant to which Mr.

Silverman will serve as our Chief Executive Officer, President, and Executive Chairman.

The Silverman Compensation Agreement provides

for an initial three-year term, with automatic one-year renewal periods unless either party provides at least ninety (90) days’

prior written notice of non-renewal.

Under the Silverman Compensation Agreement, Mr.

Silverman is entitled to an annual base salary of

$375,000, subject to annual review and potential increase by the Compensation Committee.

Silverman is eligible to receive an annual

performance-based bonus.

In addition, Mr.

Silverman is entitled to receive annual long-term incentive awards under the Company’s

Long Term Incentive Plan with a target annual equity award grant date fair value to equal 300% of Mr.

Silverman’s base salary.

In the event of termination without “Cause”

Silverman for “Good Reason” (as such terms are defined in the Silverman Compensation Agreement).

entitled to receive accrued compensation through the termination date, severance equal to two times the sum of his base salary and target

bonus (prorated for the year of termination), payable over 24 months, and accelerated vesting of all unvested equity awards.

If such termination

occurs within two years following or six months preceding a “Change in Control” (as defined in the Silverman Compensation

Agreement), Mr.

Silverman is entitled to enhanced severance equal to three times the sum of his base salary and target bonus, payable

in a lump sum, and full acceleration of all unvested equity awards.

In the event of Mr.

Silverman’s death during

the term of the Silverman Compensation Agreement, his estate is entitled to receive accrued compensation, any unpaid bonus amounts, accelerated

vesting of all unvested equity awards, and any other benefits due under the Company’s benefit plans.

In addition, the death benefit

under the Company’s life insurance program, if any, will be paid to his designated beneficiary or estate.

employment terminates due to disability, he is entitled to accrued compensation, prorated target bonus, and continued salary payments

for 24 months, along with accelerated vesting of all unvested equity awards and benefits under the Company’s long-term disability

insurance plan, if applicable.

All severance and equity acceleration benefits

are subject to Mr.

Silverman’s execution and non-revocation of a general release of claims.

The Agreement also includes provisions

regarding confidentiality, non-disparagement, post-employment cooperation, and compliance with Section 409A of the Internal Revenue Code.

Compensation under the Agreement is subject to the Company’s clawback policies as may be required by applicable law or listing standards.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS

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Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

As of July 18, 2025, our directors and executive

officers are:

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

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE

As of July 24, 2026, our directors and executive officers

Chairman of the Board, Chief Executive Officer and President

Chief Financial Officer

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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.

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

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.

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.

Prior to forming Iroquois, Mr.

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

and acquisitions.

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

Prior to forming Iroquois,

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 U.S.

Silverman currently serves

as a director of AYRO, Inc.

AYRO), Femasys Inc.

FEMY, TNF Pharmaceuticals, Inc.

TNFA), TAO Synergies Inc.

Synaptogenix, Inc.) (Nasdaq:

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

Silverman currently serves as an Executive Chairman of Fabric AI,

Inc., (Nasdaq:

FABC), Q/C Technologies, Inc.

QCLS), TAO Synergies Inc.

TAOX) and Petros Pharmaceutical, Inc.

He previously served as a director of Marker Therapeutics,

MRKR) from 2016 until 2018 and Protagenic Therapeutics, Inc.

He previously served as a director of Protagenic Therapeutics, Inc.

PTIX) from 2016 to 2022.

Silverman received his

Silverman received his B.A.

from Lehigh University in 1992.

Silverman was chosen as a director of the Company because of his experience as an investment

banker, as a management consultant and as a director of numerous public companies.

Silverman was chosen as a director of the Company because of his experience as an investment professional,

as a management consultant and as a director of numerous public companies.

Schechter has served as a director

of the Company since August 2022.

Schechter has served as the Director of Investment Banking at Chardan Capital Markets, a full-service

investment bank, since February 2008.

He has served as a partner of The Special Equities Group, a division of Dawson James Securities,

Inc., a full-service investment bank specializing in healthcare, biotechnology, technology, and clean-tech sectors, since April 2021.

Since April 2021, he has served as a partner of The Special Equities Group, a division of Dawson James

Securities, Inc., a full-service investment bank specializing in healthcare, biotechnology, technology, and clean-tech sectors.

previously served as the Director of Investment Banking at Chardan Capital Markets, a full-service investment bank, starting in February

Schechter is one of the founding partners of The Special Equities Opportunity Fund, a long-only fund that makes direct investments

in micro-cap companies and has served in this capacity since August 2019.

He currently serves on the board of directors of TAO Synergies

(formerly Synaptogenix, Inc.), (Nasdaq:

TAOX), a clinical-stage biopharmaceutical company, and previously served as a director of

DropCar, Inc.

Schechter currently serves as a member of the Board of Directors

of TaoWeave, Inc.

TWAV), a technology company focused on investments on the Bittensor platform.

He previously served as a director

of TAO Synergies Inc.

TAOX) and DropCar, Inc.

He has extensive experience analyzing and evaluating the financial statements of

public companies.

Schechter earned his A.B.

in Public Policy/Political Science from Duke University and his J.D.

from Fordham University

School of Law.

He has received formal education in finance and accounting and has extensive experience analyzing and evaluating the financial

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Weinstein performs work as a consultant for Petros Pharmaceuticals, Inc.

has extensive accounting and finance experience, spanning more than 40 years, as a public accountant, investment banker, healthcare private

equity fund principal and chief financial officer.

Fabric AI, Inc.

He has extensive accounting and finance experience, spanning more than 40 years, as a public accountant,

investment banker, healthcare private equity fund principal and chief financial officer.

From September 2011 to the present, Mr.

Weinstein has also been an independent consultant

for several healthcare companies in the pharmaceutical and biotechnology industries.

Weinstein also serves as a member of the Board

of Directors of XWELL, Inc.

has also been an independent consultant for several healthcare companies in the pharmaceutical and biotechnology industries.

also serves as a member of the Board of Directors of XWELL, Inc.

(formerly XpresSpa Group, Inc.) (Nasdaq:

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.

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.

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

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

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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Before founding Walker Nell Partners, Inc., Mr.

Walker worked for 15 years at the DuPont

Company in Wilmington, Delaware in the Securities and Bankruptcy group, where he worked in the Corporate Secretary’s office and

served as Senior Counsel.

Walker worked for 15 years at the

DuPont Company in Wilmington, Delaware in the Securities and Bankruptcy group, where he worked in the Corporate Secretary’s office

and served as Senior Counsel.

From 2025 to present, Mr.

Walker has served as a director of AMMO, Inc.

POWW), a designer, producer,

and marketer of ammunition products.

From December 2020 to the present, Mr.

Walker has served as a director of AYRO, Inc.

a designer and manufacturer of compact, sustainable electric vehicles.

From 2018 to the present, Mr.

Walker has served as a director of

Wrap Technologies, Inc.

WRAP), an innovator of modern policing solutions, where he also serves as chairman of the board.

Walker has served as a director of Pitney Bowes, Inc., (NYSE:

PBI), a provider

of shipping solutions, mailing innovation, presort mailing and financial services.

From 2022 to present, Mr.

Walker has served as a director

of Outdoor Holding Company, formerly AMMO, Inc.

POWW), a designer, producer, and marketer of ammunition products.

From December

2020 to the present, Mr.

Walker has served as a director of Pitcairn Company and as the Chair of its Compensation Committee.

Walker served as chairman of the board of directors of BridgeStreet Worldwide, Inc., a global provider of extended corporate

Walker has served as a director of Fabric, formerly AYRO, Inc.

FABC), infrastructure company

builder of fabless semiconductor technologies to power AI factories.

From 2018 to 2023, Mr.

Walker served as chairman of the board of directors of Last Call Operating Companies, an owner of various

national restaurants.

Walker has served as a director of Wrap Technologies,

WRAP), an innovator of modern policing solutions, where he also served as chairman of the board.

From 2018 to 2023, Mr.

Walker served as chairman of the board of trustees of National Philanthropic Trust, a public

Walker has served as a director of Pitcairn Company and as the Chair of its Compensation Committee.

From 2013 to 2014, Mr.

Walker served

as chairman of the board of directors of BridgeStreet Worldwide, Inc., a global provider of extended corporate housing.

Walker served as chairman of the board of directors of Last Call Operating Companies, an owner of various national restaurants.

From 2013 to 2020, Mr.

Walker served as chairman of the board of trustees of National Philanthropic Trust, a public charity.

Walker served as Vice President of the Board of Education of the City of Philadelphia.

From 2020 to the

Walker has served as a director of Petros Pharmaceuticals, Inc.

From 2020 to the present, Mr.

has served as a director of Petros Pharmaceuticals, Inc.

PTPI), which focuses on men’s health.

Walker has also served on the board of directors for numerous other companies and foundations including Seaborne Airlines, Inc., Green

Flash Brewery, Inc., and Eagleville Hospital and Foundation.

Walker has also served

on the board of directors for numerous other companies and foundations including Seaborne Airlines, Inc., Green Flash Brewery, Inc.,

and Eagleville Hospital and Foundation.

Walker has a J.D.

from Catholic University (Washington, DC) and a Bachelor

of Arts from Loyola University (New Orleans).

from Catholic University (Washington, DC) and a Bachelor of Arts from Loyola

University (New Orleans).

He is an attorney licensed by the State Bar of Georgia.

He is a member of the State Bar

Association of Georgia, American Bar Association, American Bankruptcy Institute and Turnaround Management Association.

chosen as a director of the Company because of his extensive board experience.

Trujillo has been our Chief Financial

Officer since March 2017.

He is a member of the State Bar Association of Georgia

and the National Association of Corporate Directors.

Walker was chosen as a director of the Company because of his extensive board

Trujillo has been our Chief Financial Officer

since March 2017.

He began working for us as an independent contractor in September 2014.

In January 2015, Mr.

Trujillo became

a full-time employee as the Vice President of Finance of both us and Viridis Biotech, and in March 2017, Mr.

Trujillo was appointed as

our Chief Financial Officer.

Trujillo became a full-time

employee as the Vice President of Finance of both us and Viridis Biotech, and in March 2017, Mr.

Trujillo was appointed as our Chief Financial

Trujillo has over three decades of experience in management, business, operations, and financial accounting.

Trujillo is a Certified Public Accountant with an active license from the State of California.

He has more than three decades of experience

in finance, accounting, and management.

Trujillo started his career in public accounting and was the manager of an audit department

for a regional public accounting firm.

is a Certified Public Accountant with an active license from the State of California.

He has more than three decades of experience in

finance, accounting, and management.

Trujillo started his career in public accounting and was the manager of an audit department for

a regional public accounting firm.

Trujillo then established a consulting and accounting practice which he operated for ten years

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extended to companies in the biotechnology, telecommunications, manufacturing, construction, and real estate development sectors.

the last fifteen years, Mr.

the last sixteen years, Mr.

Trujillo has been the Chief Financial Officer for both privately held and publicly traded and multinational

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Legal Proceedings

As of April 30, 2025, our personnel do not have

any involvement in legal proceedings requiring disclosure pursuant to the rules and regulations of the Commission.

Insider Trading Policy

We have adopted a formal Insider Trading Policy,

governing the purchase, sale, and/or other disposition of our securities by our directors, officers, employees, and other covered persons.

We believe that our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations,

and listing standards applicable to the Company.

As of April 30, 2026, our personnel do not have any

involvement in legal proceedings requiring disclosure pursuant to the rules and regulations of the Commission.

Insider Trading Policy and Prohibition Against Hedging

Our Board has adopted a written Insider Trading Policy

that applies to our directors, officers, employees and contractors.

The Insider Trading Policy prohibits covered persons from purchasing,

selling, or offering to purchase or sell, while in possession of material non-public information (except in limited circumstances, such

as pursuant to a previously established trading plan).

In addition, the Insider Trading Policy generally prohibits covered persons from

engaging in hedging or monetization transactions or similar arrangements with respect to Company securities.

The Insider Trading Policy

includes quarterly and other trading blackouts and sets forth the procedures covered persons must follow before transacting in our securities,

including pre-clearance by our Compliance Officer or Chief Financial Officer of all transactions by certain covered persons.

we have not adopted an insider trading policy governing the purchase, sale, and/or other disposition of our securities by the Company,

as part of the oversight of risk, the Board, or one or more of its Committees, generally approves any transaction, plan or arrangement

by or with the Company with respect to our securities on a case-by-case basis.

A copy of the Insider Trading Policy is filed as an exhibit

to this Annual Report on Form 10-K.

Code of Ethics

Our Board has adopted a written Code of Business

Conduct and Ethics, an Insider Trading Policy and Software Policies that apply to our directors, officers, employees and contractors.

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 Report.

Our Board has adopted a written Code of Business Conduct

and Ethics, an Insider Trading Policy and Software Policies that apply to our directors, officers, employees and contractors.

These documents

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

of these documents is not incorporated into this Report.

Corporate Governance and Committees

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of the Board.

Silverman serves as the Interim Chairman of the Board and as our Interim Chief Executive Officer, and Interim President.

The Board does not have a policy on whether or

not the roles of Chief Executive Officer and Chairman of the Board should be separate.

The Board believes that it should be free to make

a choice from time to time in any manner that is in the best interests of the Company and our stockholders.

Silverman serves as the Chairman of the Board and as our Chief Executive Officer, and President.

The Board does not have a policy on whether or not

the roles of Chief Executive Officer and Chairman of the Board should be separate.

The Board believes that it should be free to make a

choice from time to time in any manner that is in the best interests of the Company and our stockholders.

Audit Committee

The Audit Committee is currently comprised of

Robert Weinstein, Wayne R.

The Audit Committee is currently comprised of Robert

Weinstein, Wayne R.

Walker, and Jonathan L.

The Chairman of the Audit Committee is Mr.

The primary purposes

of our Audit Committee are to assist the Board in fulfilling its legal and fiduciary obligations with respect to matters involving the

accounting, auditing, financial reporting, internal control, legal compliance and risk management functions of the Company, including,

assisting the Board’s oversight of:

The primary purposes of our

Audit Committee are to assist the Board in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting,

auditing, financial reporting, internal control, legal compliance and risk management functions of the Company, including, assisting the

Board’s oversight of:

(i) the integrity of our financial statements;

(ii) the effectiveness of our internal control

over financial reporting;

(ii) the effectiveness of our internal control over financial

(iii) our compliance with legal and regulatory requirements;

(iv) the qualifications and independence of our

independent registered public accounting firm;

and (v) the performance of our internal audit function and independent registered public

accounting firm.

Our Board has determined that each member of our

Audit Committee is independent within the meaning of the rules of Nasdaq.

(iv) the qualifications and independence of our independent registered

public accounting firm;

and (v) the performance of our internal audit function and independent registered public accounting firm.

Our Board has determined that each member of our Audit

Committee is independent within the meaning of the rules of Nasdaq.

Our Board has determined that the Chairman of the Audit Committee,

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Exchange Act.

A copy of the Audit Committee’s written

charter is publicly available on our website at ir.pharmacyte.com/governance-docs .

A copy of the Audit Committee’s written charter

is publicly available on our website at ir.pharmacyte.com/governance-docs .

Compensation Committee

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and (iii) to advise the Board with respect to director compensation issues.

The Compensation Committee, which is composed

of independent directors, provides overall guidance for our executive compensation policies and determines the value and elements of compensation

for our executive officers.

The Compensation Committee, which is composed of independent

directors, provides overall guidance for our executive compensation policies and determines the value and elements of compensation for

our executive officers.

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

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Nominating Committee

The Nominating Committee is currently comprised

The Nominating Committee is currently comprised of

Schechter, and Mr.

The Chairperson of the Nominating Committee is Mr.

The primary purposes of the Nominating Committee

(i) to recommend to the Board the nomination of individuals who are qualified to serve as our directors and on committees of the

The primary purposes of the Nominating Committee are:

(i) to recommend to the Board the nomination of individuals who are qualified to serve as our directors and on committees of the Board;

(ii) to advise the Board with respect to the composition, size, structure and procedures of the Board;

(iii) to advise the Board

with respect to the composition, size and membership of the Board’s committees;

(iv) to advise the Board with respect to corporate

governance principles applicable to the Company;

and (v) to oversee the evaluation of the Board as a whole and the evaluation of its individual

members standing for re-election.

The Nominating Committee also has responsibility for reviewing and approving all transactions that are

“related party” transactions under the Commission’s rules.

The Nominating Committee does not set specific,

minimum qualifications that nominees for director must meet in order for the Nominating Committee to recommend them to the Board, but

rather believes that each nominee should be evaluated based on his or her individual merits, considering our needs and the composition

of the Board.

Members of the Nominating Committee discuss and evaluate possible candidates in detail and suggest individuals to explore

in more depth.

Once a candidate is identified whom the Nominating Committee wants to seriously consider and move toward nomination, the

Chairman of the Nominating Committee enters into a discussion with that nominee candidate.

Subsequently, the Chairperson will discuss

the qualifications of the candidate with the other members of the Nominating Committee, and the Nominating Committee will then make a

final recommendation with respect to that candidate to the Board.

If a stockholder wishes to propose a candidate

for consideration as a nominee for election to our Board, it must follow the procedures described in “Stockholder Proposals and

Nominations for Director” at the end of this proxy statement.

In general, persons recommended by stockholders will be considered

in accordance with our Nominating Committee’s written charter.

Any such recommendation should be made in writing to the Nominating

Committee, care of our Interim President at our principal office and should be accompanied by the following information concerning each

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

(iii) to advise the Board with

respect to the composition, size and membership of the Board’s committees;

(iv) to advise the Board with respect to corporate governance

principles applicable to the Company;

and (v) to oversee the evaluation of the Board as a whole and the evaluation of its individual members

standing for re-election.

The Nominating Committee also has responsibility for reviewing and approving all transactions that are “related

party” transactions under the Commission’s rules.

The Nominating Committee does not set specific, minimum

qualifications that nominees for director must meet in order for the Nominating Committee to recommend them to the Board, but rather believes

that each nominee should be evaluated based on his or her individual merits, considering our needs and the composition of the Board.

of the Nominating Committee discuss and evaluate possible candidates in detail and suggest individuals to explore in more depth.

a candidate is identified whom the Nominating Committee wants to seriously consider and move toward nomination, the Chairman of the Nominating

Committee enters into a discussion with that nominee candidate.

Subsequently, the Chairperson will discuss the qualifications of the candidate

with the other members of the Nominating Committee, and the Nominating Committee will then make a final recommendation with respect to

that candidate to the Board.

If a stockholder wishes to propose a candidate for

consideration as a nominee for election to our Board, it must follow the procedures described in “Stockholder Proposals and Nominations

for Director” at the end of this proxy statement.

In general, persons recommended by stockholders will be considered in accordance

with our Nominating Committee’s written charter.

Any such recommendation should be made in writing to the Nominating Committee,

care of our President at our principal office and should be accompanied by the following information concerning each 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;

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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.

The recommendation must also be accompanied by the following information

concerning the proposed nominee:

The recommendation must also be accompanied by the

following information concerning the proposed nominee:

certain biographical information concerning the proposed nominee;

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Board Practices

Our business and affairs are managed under the

direction of our Board.

The primary responsibilities of our Board are to provide oversight, strategic guidance, counseling and direction

to our senior management.

Our business and affairs are managed under the direction

of our Board.

The primary responsibilities of our Board are to provide oversight, strategic guidance, counseling and direction to our

senior management.

Policy Regarding Board Attendance

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them to do so.

One director attended our annual meeting of stockholders held in April 2025 and 2024.

One director attended each of our annual meetings of stockholders held in March 2026 and April 2025.

Shareholder Communications

We have a process for shareholders who wish to

communicate with our Board.

Shareholders who wish to communicate with our Board may write to the Board at 3960 Howard Hughes Parkway,

Suite 500, Las Vegas, NV 89169.

These communications will be reviewed by our Interim Chief Executive Officer and Chief Financial Officer.

Communications will be then distributed to our board of directors, or to any individual director or directors as appropriate, depending

on the facts and circumstances outlined in the communications.

Items that are unrelated to the duties and responsibilities of the Board

may be excluded, such as:

We have a process for shareholders who wish to communicate

with our Board.

Shareholders who wish to communicate with our Board may write to the Board at 3960 Howard Hughes Parkway, Suite 500, Las

Vegas, NV 89169.

These communications will be reviewed by our Chief Executive Officer and Chief Financial Officer.

Communications will

be then distributed to our board of directors, or to any individual director or directors as appropriate, depending on the facts and circumstances

outlined in the communications.

Items that are unrelated to the duties and responsibilities of the Board may be excluded, such as:

junk mail and mass mailings;

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EXECUTIVE COMPENSATION

This section discusses the material components

of the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below (each

This section discusses the material components of

the executive compensation program for our executive officers who are named in the “Summary Compensation Table” below (each

a “Named Executive Officer”), as well as the director compensation program for our directors.

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applicable to smaller reporting companies.

For our fiscal year ended April 30, 2025, our

Named Executive Officers and their positions were as follows:

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

For our fiscal year ended April 30, 2026, our Named

Executive Officers and their positions were as follows:

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

Trujillo, Chief Financial Officer.

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Silverman (2)

Interim Chief Executive

Officer and Interim President

Chief Executive

Officer and President

Chief Financial Officer

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computed in accordance with FASB ASC Topic 718.

Our computation of expected volatility for the year ended April 30, 2024 on selected guideline

companies historical weekly basis volatility.

For stock option grants issued during the year ended April 30, 2024, we used a calculated

volatility for each grant.

We lack adequate information about the exercise behavior now and has determined the expected term assumption

under the simplified method provided for under ASC 718, which averages the contractual term of our stock options of ten years with the

average vesting term of six months.

The dividend yield assumption of zero is based upon the fact we have never paid cash dividends and

presently has no intention of paying cash dividends.

The risk-free interest rate used for each grant is equal to the U.S.

Treasury rates

in effect at the time of the grant for instruments with a similar expected life.

(2) Includes health insurance premium payments

Silverman and Mr.

For the year ended April 30, 2026 a restricted stock units (“RSU”) grant was

Includes health insurance premium payments of

$50,824 for Mr.

Silverman and $56,601 for Mr.

Narrative Disclosure to Summary Compensation

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On November 14, 2022, the Board approved employment

Silverman as the Interim Chief Executive Officer, Interim President and Interim Chairman of the Board on a month-to-month

basis, and it further approved paying Mr.

Silverman as the Chief Executive Officer, President and Chairman of the Board on a month-to-month basis, and it further approved

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

Silverman is eligible to participate

in the 2022 Plan.

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 August 8, 2025, we entered into an Executive

Compensation Agreement (the “Silverman Compensation Agreement”) with Mr.

Silverman, effective as of January 1, 2025, pursuant

Silverman is eligible to participate in the 2022 Plan.

11, 2025, the Compensation Committee granted Mr.

Silverman a RSU stock grant of 575,000 shares of common stock.

The stock price at issuance

was $1.02 per share.

On August 8, 2025, we entered into an Executive Compensation

Agreement (the “Silverman Compensation Agreement”) with Mr.

Silverman, effective as of January 1, 2025, pursuant to which

Silverman will serve as our Chief Executive Officer, President, and Executive Chairman.

The Silverman Compensation Agreement provides

for an initial three-year term, with automatic one-year renewal periods unless either party provides at least ninety (90) days’

prior written notice of non-renewal.

The Silverman Compensation Agreement provides for

an initial three-year term, with automatic one-year renewal periods unless either party provides at least ninety (90) days’ prior

written notice of non-renewal.

Under the Silverman Compensation Agreement, Mr.

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subject to annual review and potential increase by the Compensation Committee.

Silverman is eligible to receive an annual

performance-based bonus.

Silverman is eligible to receive an annual performance-based

In addition, Mr.

Silverman is entitled to receive annual long-term incentive awards under the Company’s

Long Term Incentive Plan with a target annual equity award grant date fair value to equal 300% of Mr.

Silverman is entitled to receive annual long-term incentive awards under the Company’s Long Term Incentive

Plan with a target annual equity award grant date fair value to equal 300% of Mr.

Silverman’s base salary.

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insurance plan, if applicable.

All severance and equity acceleration benefits

are subject to Mr.

All severance and equity acceleration benefits are

subject to Mr.

Silverman’s execution and non-revocation of a general release of claims.

The Agreement also includes provisions

regarding confidentiality, non-disparagement, post-employment cooperation, and compliance with Section 409A of the Internal Revenue Code.

Compensation under the Agreement is subject to the Company’s clawback policies as may be required by applicable law or listing standards.

On May 8, 2022 we entered into an Amended and

Restated Executive Compensation Agreement with Mr.

The Agreement also includes provisions regarding

confidentiality, non-disparagement, post-employment cooperation, and compliance with Section 409A of the Internal Revenue Code.

under the Agreement is subject to the Company’s clawback policies as may be required by applicable law or listing standards.

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

Executive Compensation Agreement with Mr.

Trujillo (“Trujillo Compensation Agreement”) effective as of January 1, 2022.

The current term of the Trujillo Compensation Agreement extends until December 31, 2025, with annual extensions at the end of the

term (or any extension of the term) unless we or Mr.

current term of the Trujillo Compensation Agreement extends until December 31, 2026, with annual extensions at the end of the term (or

any extension of the term) unless we or Mr.

Trujillo provide 90-days written notice of termination.

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Trujillo is eligible to participate in the 2022 Plan.

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

by us without “Cause” or by him for “Good Reason” (as such terms are defined in the Trujillo Compensation Agreement),

Trujillo’s employment is terminated by

us without “Cause” or by him for “Good Reason” (as such terms are defined in the Trujillo Compensation Agreement),

then subject to his execution of a timely release, he is entitled to:

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gross-up, with respect to any amounts that may be subject to the excise tax provisions under Code Section 280G.

Trujillo’s employment ceases due

to his death, (i) any otherwise unvested equity awards held by him at the time of his death would become vested, (ii) his eligible dependents

Trujillo’s employment ceases due to his

death, (i) any otherwise unvested equity awards held by him at the time of his death would become vested, (ii) his eligible dependents

would be entitled to continued healthcare coverage at the Company’s expense for up to 18 months, and (iii) his designated beneficiary

or estate would receive the proceeds, if any, from any life insurance.

Trujillo’s employment is terminated

due to “Disability” (as such term is defined in the Trujillo Compensation Agreement) he would receive continued health coverage

Trujillo’s employment is terminated due

to “Disability” (as such term is defined in the Trujillo Compensation Agreement) he would receive continued health coverage

and life insurance coverage, if any, for 18 months at our expense, as well as any disability benefits payable under any long-term disability

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and for twenty-four months after termination of his employment.

Outstanding Equity Awards at Fiscal Year-End

The following table shows grants of stock options and grants of unvested

stock awards outstanding on the last day of the fiscal year ended April 30, 2026, including both awards subject to performance conditions

and non-performance-based awards, to each of the executive officers named in the Summary Compensation Table.

Option Awards

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Exercise Price

Expiration Date

Policies and Practices Related to the Grant of Certain Equity Awards

Our equity awards, including stock options, are granted in connection with

the Company’s yearly compensation cycle and regularly scheduled meetings of the Compensation Committee.

The Compensation Committee

does not grant equity awards in anticipation of the release of material non-public information.

Similarly, we do not time the release

of material non-public information based on equity award grant dates.

Potential Payments upon Termination or Change-In-Control

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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

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,

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If a participant’s service with the Company terminates for any reason other than death, disability or Cause, any option or stock appreciation right held by such participant may thereafter be exercised by the participant, to the extent it was exercisable at the time of such termination, or on such accelerated basis as the Compensation Committee may determine at or after grant, for a period expiring (i) at such time as may be specified by the Compensation Committee at or after grant, or (ii) if not specified by the Compensation Committee, then 90 days from the date of termination of service, or (iii) if sooner than the applicable period specified under (i) or (ii) above, upon the expiration of the stated term of such option or stock appreciation right.

Outstanding Equity Awards as of April 30, 2025

Option Awards

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Option Exercise Price ($)

Option Expiration Date

Granting of Certain Equity Awards Close in Time to the Release of Material

Nonpublic Information

We do not grant equity awards in anticipation of

the release of material nonpublic information that is likely to result in changes to the price of our common stock, and do not

time the public release of such information based on award grant dates.

During the last completed fiscal year, we have not made

awards to any named executive officer or director during the period beginning four business days before and ending one business day

after the filing of a period report on Form 10-Q or Form 10-K or the filing or furnishing of a current report on Form 8-K, and we

have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive

compensation.

Clawback Policy

The Board of Directors adopted a Clawback policy to

create and maintain a culture that emphasizes integrity and accountability that reinforces pay-for-performance compensation policy.

policy applies to current and former executive officers in accordance with applicable rules and standards adopted by the SEC.

covers incentive-based compensation, which includes any compensation that is granted, earned or vested based on wholly or in part upon

attaining any financial reporting measures that are determined and presented in accordance with accounting principles (“GAAP”)

used in preparing our financial statements as well as non-GAAP.

An accounting restatement of its financial statements due to material

noncompliance with securities law, including correction of an error on the financial statements may cause a recovery of the incentive-based

compensation from the executive officer.

Director Compensation

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Option Awards

Schechter (2)

Robert Weinstein (3)

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, 2025, as computed in accordance with FASB ASC Topic 718.

Our computation of expected volatility

for the year ended April 30, 2025 on our historical weekly basis volatility.

For stock option grants issued

during the year ended April 30, 2024, we used a calculated volatility for each grant.

We lack adequate information about the exercise

behavior now and has determined the expected term assumption under the simplified method provided for under ASC 718, which averages

the contractual term of our stock options of ten years with the average vesting term of six months.

The dividend yield assumption

of zero is based upon the fact we have never paid cash dividends and presently has no intention of paying cash dividends.

The risk-free

interest rate used for each grant is equal to the U.S.

Treasury rates in effect at the time of the grant for instruments with a similar

expected life.

and the assumptions

stated in Note 4 and Note 5 of the Consolidated Financial Statements to this Report.

On November 17, 2023, we adopted a nonemployee

Abecassis (5)

The amounts in the column titled “Stock Awards” reflect the grant date fair values of awards made during the fiscal year ended April 30, 2026, as computed in accordance with FASB ASC Topic 718.

On December 11, 2025 the directors were granted Restricted Stock Units with vesting upon issuance.

The RSUs were priced at $1.02, the closing stock price on the grant date.

There was approximately 45% buyback of the shares granted for the estimated income tax effect of the grants.

As of April 30, 2026, Mr.

Schechter held options to purchase 162,490 shares of our common stock, all of which were vested.

As of April 30, 2026, Mr.

Weinstein held options to purchase 162,490 shares of our common stock, all of which were vested.

As of April 30, 2026, Mr.

Walker held options to purchase 162,490 shares of our common stock, all of which were vested

As of April 30, 2026, Mr.

Abecassis held options to purchase 163,157 shares of our common stock, all of which were vested.

Effective April 30, 2026, we amended our 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.

Each nonemployee

director will also receive an annual retainer in the amount of $60,000, plus an additional $10,000 annually per committee chairmanship.

The Director Compensation Policy provides that each nonemployee

director will receive an annual cash retainer fee in the amount of $60,000, and each nonemployee director who also serves as chair of

the Audit Committee, Compensation Committee or Nominating and Governance Committee will receive an additional cash retainer fee in the

amount of $10,000 per committee chairmanship.

The Director Compensation Policy also provides for discretionary equity awards to nonemployee

directors under the Company’s equity incentive plans.

During the year ended April 30, 2026, Mr.

Schechter received 150,000 RSUs,

Weinstein received 75,000 RSUs, and Mr.

Walker and Dr.

Abecassis each received 37,500 RSUs.

In addition to annual cash retainer fees,

Abecassis, as chair of the Strategic Scientific Committee, receives a monthly retainer fee of $3,500.

Our employee directors do not receive additional

compensation for their service on the Board.

For information regarding the compensation of our Named Executive Officers who are also directors,

please see above, under the heading “Executive Compensation.”

Our employee directors do not receive additional compensation

for their service on the Board.

For information regarding the compensation of our Named Executive Officers who are also directors, please

see above, under the heading “Executive Compensation.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

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The following table sets forth as of July 24, 2026,

2025, certain information with respect to the beneficial ownership of our common stock by each person known by us to be the beneficial

owner of more than five percent (5%) of our common stock, by each of our directors, by each of our Named Executive Officers and by all

executive officers and directors as a group.

certain information with respect to the beneficial ownership of our common stock by each person known by us to be the beneficial owner

of more than five percent (5%) of our common stock, by each of our directors, by each of our Named Executive Officers and by all executive

officers and directors as a group.

We deem shares of common stock that may be acquired

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all shares of common stock shown to be beneficially owned by them based on information provided to us by these stockholders.

Under the terms of certain of our outstanding

warrants, holders may not exercise the warrants to the extent such exercise 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 exercise, excluding for purposes of such determination common stock issuable upon exercise of the warrants which

have not been exercised.

Under the terms of certain of our outstanding warrants,

holders may not exercise the warrants to the extent such exercise 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 exercise, excluding for purposes of such determination common stock issuable upon exercise of the warrants which have not been exercised.

The address of all beneficial owners is 3960 Howard

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Entities affiliated with Ayrton Capital LLC (2)

Entities affiliated with Intracoastal Capital LLC (3)

Directors, Officers and Named Executive Officers:

Silverman, Interim Chairman of the Board, Interim Chief Executive Officer and Interim President (4)

Silverman, Chairman of the Board, Chief Executive Officer and President (3)

Schechter, Board Member (4)

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

__________________________

Percentages based on 6,795,779 shares of common stock outstanding

as of July 18, 2025.

Includes 774,100 shares of common stock issuable on the exercise of

warrants held by Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (“Alto”).

This information is

based solely on the Schedule 13G filed with the SEC by Alto, Ayrton Capital LLC (“Ayrton”) and Waqas Khatri on February

Percentages based on 10,735,649 shares of common stock outstanding as of July 24, 2026.

Includes 774,100 shares of common stock issuable on the exercise of warrants held by Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B (“Alto”).

This information is based solely on the Schedule 13G filed with the SEC by Alto, Ayrton Capital LLC (“Ayrton”) and Waqas Khatri on February 13, 2025.

Alto is a private investment vehicle for which Ayrton serves as the investment manager.

Khatri serves as the managing

member of Ayrton.

Khatri serves as the managing member of Ayrton.

A blocker provision exists, limiting the percentage to 9.99%.

The address of Alto is Suite #7, Grand Pavilion

Commercial Centre, 802 West Bay Road, Grand Cayman, P.O.

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

Box 10250, Cayman Islands.

The address of Ayrton is 55 Post Rd West, 2nd

Floor, Westport, CT 06880.

The address of Ayrton is 55 Post Rd West, 2nd Floor, Westport, CT 06880.

The address of Mr.

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

Includes (i) 527,376 shares of common stock and (ii) 187,468 shares of common stock

issuable upon the exercise of warrants owned by Intracoastal LLC (“Intracoastal”).

This information is based on the Schedule

13G/A filed with the SEC January 15, 2025 by Intracoastal, Mitchell P.

Kopin and Daniel B.

A blocker provision exists, limiting

the percentage to 9.99%.

The address of Mr.

Kopin and Intracoastal is c/o Intracoastal Capital, LLC, 245 Palm Trail, Delray Beach, Florida

The address of Mr.

Asher is 111 W.

Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.

Includes 170,000 shares issuable upon the exercise of options to purchase

common stock.

Includes 99,257 shares issuable upon the exercise of options to purchase

common stock.

Includes 100,257 shares issuable upon the exercise of options to purchase

common stock.

Includes 99,257 shares issuable upon the exercise of options to purchase

common stock.

Includes 99,257 shares issuable upon the exercise of options to purchase

common stock.

Includes 89,000 shares issuable upon the exercise of options to purchase

common stock.

Includes 170,000 shares issuable upon the exercise of options to purchase common stock.

Includes 162,490 shares issuable upon the exercise of options to purchase common stock.

Includes 163,157 shares issuable upon the exercise of options to purchase common stock.

Includes 162,490 shares issuable upon the exercise of options to purchase common stock.

Includes 87,000 shares issuable upon the exercise of options to purchase common stock.

Securities Authorized for Issuance under Equity

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Equity compensation plans not approved by security holders

CERTAIN RELATIONSHIPS AND RELATED

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.

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

CERTAIN RELATIONSHIPS AND RELATED 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.

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.

We had the following related party transactions

during the years ended April 30, 2025 and 2024, respectively.

We own 13.9% of the equity in SG Austria, and

such investment is reported on the cost method of accounting.

We had the following related party transactions during

the years ended April 30, 2026 and 2025, respectively.

We own 13.8% of the equity in SG Austria, and such

investment is reported on the cost method of accounting.

SG Austria has two subsidiaries:

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and 2025, respectively.

In April 2014, we entered a consulting agreement

with Vin-de-Bona pursuant to which it agreed to provide professional consulting services to us.

In April 2014, we entered a consulting agreement with

Vin-de-Bona pursuant to which it agreed to provide professional consulting services to us.

Vin-de-Bona is owned by Prof.

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Walker have been determined by the Board to be Independent

On November 14, 2023, we entered into a Securities

Purchase Agreement with Femasys, Inc., pursuant to which we purchased for a sum of $5,000,000 (i) senior unsecured convertible notes (ii)

Series A Warrants to purchase 4,237,288 common shares and (iii) Series B Warrants to purchase 4,237,288 common shares.

Pursuant to the

terms of the Femasys agreement, our Interim Executive Officer was appointed to the Femasys board of directors.

On November 14, 2023, we entered into the Femasys

Purchase Agreement with Femasys, pursuant to which we purchased for a sum of $5,000,000 (i) senior unsecured convertible notes (ii) Series

A Warrants to purchase 4,237,288 common shares and (iii) Series B Warrants to purchase 4,237,288 common shares.

For more information regarding

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– Femasys Transaction.”

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.”

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

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

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

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

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

of QCLS’s board of directors and Chief Executive Officer.

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations – QCLS Transaction.”

On September 2, 2025, the Company entered into

a Securities Purchase Agreement (the “Series H SPA”) with QCLS.

Pursuant to the Series H SPA, the Company purchased (i) 3,000

shares of QCLS’s Series H Convertible Preferred Stock (the “Series H Preferred Shares” or “Series H Preferred

Stock”), at a stated value of $1,000 per Series G Preferred Share, with an initial conversion price of $5.00 which were initially

convertible into 600,000 shares of QCLS Common Shares ;

(ii) warrants to purchase up to 600,000 shares of QCLS’s Common Shares with

a five-year term (“QCLS Series H Warrants”), for a total purchase price of $3,000,000.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

We engaged Marcum LLP (“Marcum”) from

November 5, 2023 to February 21, 2025.

CBIZ CPAs P.C.

(“CBIZ CPAs”) acquired Marcum effective November 1, 2024.

A summary of the fees billed by our independent

audit firm, CBIZ CPAs, for professional services rendered for the years ended April 30, 2025 and 2024 is set forth below.

has served as our independent registered

public accounting firm since February 21, 2025.

As disclosed in Part II, Item 9A of the Company’s Form 10-K for the fiscal year

ended April 30, 2026, there were no reportable events, except for material weaknesses, as follows:

(1) insufficient segregation of duties

of the Chief Financial Officer;

and (2) insufficient management review controls.

During the Company’s two most recent fiscal years

ended April 30, 2026 and April 30, 2025, neither the Company nor anyone on its behalf consulted with CBIZ CPAs P.C.

regarding (i) the

application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might

be rendered on the Company’s consolidated financial statements, or (ii) any matter that was either the subject of a disagreement

(as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v)

of Regulation S-K).

The Company has provided CBIZ CPAs P.C.

with a copy of the foregoing disclosures.

In deciding to appoint CBIZ CPAs P.C., the Audit Committee

reviewed auditor independence issues and existing commercial relationships with CBIZ CPAs P.C.

and concluded that CBIZ CPAs P.C.

commercial relationship with the Company that would impair its independence for the fiscal year ending April 30, 2026.

The following table sets forth the fees billed to

or incurred by our Company for professional services rendered by CBIZ CPAs P.C.

for the years ended April 30, 2026 and 2025.

‌Audit-Related Fees

All Other Fees

A summary of the fees billed by our independent

audit firm, Marcum, for professional services rendered for the years ended April 30, 2025 and 2024 is set forth below.

The following table sets forth the fees billed to

or incurred by our Company for professional services rendered by Marcum for the years ended April 30, 2026 and 2025.

‌Audit-Related Fees

All Other Fees

Our Audit Committee pre-approves all services

to be performed by our independent auditor.

Our Audit Committee pre-approves all services to be

performed by our independent auditor.

All the services listed above have been pre-approved by our Audit Committee.

Policy on Audit Committee Pre-Approval of Audit and Permissible

Non-Audit Services of Independent Public Accountant

Consistent with SEC policies regarding auditor

independence, the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of our independent registered

public accounting firm.

In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and

permissible non-audit services provided by our independent registered public accounting firm.

Prior to engagement of an independent registered

public accounting firm for the next year’s audit, management will submit an aggregate of services expected to be rendered during

that year for each of four categories of services to the Audit Committee for approval.

Audit services include audit work

performed in the preparation of financial statements, as well as work that generally only an independent registered public accounting

firm can reasonably be expected to provide, including comfort letters, statutory audits, and attest services and consultation regarding

financial accounting and/or reporting standards.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit

Services of Independent Public Accountant

Consistent with SEC policies regarding auditor independence,

the Audit Committee has responsibility for appointing, setting compensation and overseeing the work of our independent registered public

accounting firm.

In recognition of this responsibility, the Audit Committee has established a policy to pre-approve all audit and permissible

non-audit services provided by our independent registered public accounting firm.

Prior to engagement of an independent registered public

accounting firm for the next year’s audit, management will submit an aggregate of services expected to be rendered during that year

for each of four categories of services to the Audit Committee for approval.

Audit services include audit work performed

in the preparation of financial statements, as well as work that generally only an independent registered public accounting firm can reasonably

be expected to provide, including comfort letters, statutory audits, and attest services and consultation regarding financial accounting

and/or reporting standards.

Audit-Related services are for assurance

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to mergers and acquisitions, employee benefit plan audits, and special procedures required to meet certain regulatory requirements.

Tax services include all services

performed by an independent registered public accounting firm’s tax personnel except those services specifically related to the

audit of the financial statements, and includes fees in the areas of tax compliance, tax planning, and tax advice.

Tax services include all services performed

by an independent registered public accounting firm’s tax personnel except those services specifically related to the audit of the

financial statements, and includes fees in the areas of tax compliance, tax planning, and tax advice.

Other Fees are those associated with

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our independent registered public accounting firm.

The Audit Committee may delegate pre-approval

authority to one or more of its members.

The member to whom such authority is delegated must report, for informational purposes only,

any pre-approval decisions to the Audit Committee at its next scheduled meeting.

The Audit Committee may delegate pre-approval authority

to one or more of its members.

The member to whom such authority is delegated must report, for informational purposes only, any pre-approval

decisions to the Audit Committee at its next scheduled meeting.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Documents filed as part of this Report:

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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 Commission on July 6, 2021.

Incorporated by reference from 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 Commission on July 13, 2021.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on July 13, 2021.

Certificate of Change to Articles of Incorporation of the Company, dated March 14, 2023.

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

Incorporated by reference from 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 of Preferences and Rights of Series B Convertible Preferred Stock.

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

Corporate Bylaws.

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

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

Amendment No.

One to the Bylaws of PharmaCyte Biotech, Inc.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on September 7, 2023

Amendment No.

Two to the Bylaws of PharmaCyte Biotech, Inc.

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

Amendment No.

Three to Bylaws of PharmaCyte Biotech, Inc.

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

Amendment No.

Four to Bylaws of PharmaCyte Biotech, Inc.

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

Amendment No.

Five to Bylaws of PharmaCyte Biotech, Inc.

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

Amendment No.

Six to Bylaws of PharmaCyte Biotech, Inc.

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

Corporate Bylaws, as amended.

Filed herewith.

Certificate of Designations for the Series C Convertible Preferred Stock, dated August 18, 2025.

Incorporated by reference from the Company’s Registration Statement

on Form S-3 (333-290311) filed with the Commission on September 17, 2025.

Form of Common Stock Certificate.

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

Description of Securities.

Incorporated by reference from the Company’s Annual Report on

Form 10-K filed with the Commission on August 13, 2024.

‌ Form of Common Warrant.

Description of the Company’s Securities Registered Pursuant to

Section 12 of The Securities Exchange Act of 1934.

Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the Commission on August 13, 2024.

‌ Form of Common Stock Purchase Warrant.

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

‌ Form of Pre-funded Warrant.

‌ Form of Pre-Funded Common Stock Purchase Warrant.

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

Form of Underwriter’s Warrant.

Form of Underwriter Common Stock Purchase Warrant, dated August 12,

Incorporated by reference 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.

Form of Pre-Funded Common Stock Purchase Warrant, dated August 23, 2021.

Incorporated by reference 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.

Form of Series A Warrant Common Stock Purchase Warrant, dated August

Incorporated by reference 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.

‌ Form of Placement Agent Common Stock Purchase Warrant, dated August

Incorporated by reference 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 Commission on May 11, 2023.

Form of First Tranche Warrant

Filed herewith.

Form of Second Tranche Warrant

Filed herewith.

Form of Series B Warrant, dated May 10, 2023.

Incorporated by reference from the Company’s Current Report on

Form 8-K filed with the Commission on May 11, 2023.

Form of First Tranche Warrant, dated May 16, 2025.

Incorporated by reference from the Company’s Annual Report on

Form 10-K filed with the Commission on August 11, 2025.

Form of Second Tranche Warrant, dated July 29, 2025.

Incorporated by reference from the Company’s Annual Report on

Form 10-K filed with the Commission on August 11, 2025.

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

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Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 15, 2018.

Amendment No.

3, dated as of October 14, 2020, to Executive Compensation Agreement between Gerald W.

Crabtree and the Company.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on October 16, 2020.

Securities Purchase Agreement, dated as of August 19, 2021.

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

Amended and Restated Executive Compensation Agreement, dated May 8, 2022, between Kenneth L.

Waggoner and the Company.

Incorporated by reference from Exhibit 10.40 to the Company’s Annual Report on Form 10-K filed with the Commission on July 28, 2022.

Amended and Restated Executive Compensation Agreement, dated May 8, 2022, between Carlos A.

4 unchanged sentences

Incorporated by reference from Exhibit 10.42 to the Company’s Annual Report on Form 10-K filed with the Commission on July 28, 2022.

Cooperation Agreement dated August 15, 2022, by and between PharmaCyte Biotech, Inc.

and Iroquois Master Fund Ltd.

and its affiliates.

Incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on August 16, 2022.

Separation, Consulting and Release Agreement, dated October 6, 2022, by and between PharmaCyte Biotech, Inc.

and Kenneth L.

Incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 7, 2022.

Release Agreement, dated October 12, 2022, by and between PharmaCyte Biotech, Inc.

and Gerald W.

Incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on October 14, 2022.

Securities Purchase Agreement, dated May 9, 2023.

4 unchanged sentences

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 11, 2023.

PharmaCyte Biotech, Inc.

2022 Equity Incentive Plan .

Incorporated by reference from Appendix A to the Company’s Schedule 14A filed with the Commission on November 25, 2022.

Form of Series A Warrant of Femasys, Inc.

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Securities Purchase Agreement, dated May 20, 2024 by and among PharmaCyte Biotech, Inc.

and TNF Pharmaceuticals, Inc.

(f/k/a MyMD Pharmaceuticals, Inc.)

and Q/C Technologies, Inc.

(f/k/a TNF Pharmaceuticals Inc.

and f/k/a MyMD Pharmaceuticals, Inc.)

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 23, 2024.

Form of Certificate of Designations of Series G Convertible Preferred Stock of TNF Pharmaceuticals, Inc.

(f/k/a MyMD Pharmaceuticals, Inc.)

Form of Certificate of Designations of Series G Convertible Preferred Stock of Q/C Technologies, Inc.

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

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 23, 2024.

Form of Long-Term Warrant of TNF Pharmaceuticals, Inc.

(f/k/a MyMD Pharmaceuticals, Inc.)

Form of Long-Term Warrant of Q/C Technologies, Inc.

(f/k/a TNF Pharmaceuticals, Inc.

and MyMD Pharmaceuticals, Inc.)

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 23, 2024.

Form of Short-Term Warrant of TNF Pharmaceuticals, Inc.

(f/k/a MyMD Pharmaceuticals, Inc.)

Form of Short-Term Warrant of Q/C Technologies, Inc.

(f/k/a TNF Pharmaceuticals, Inc.

and MyMD Pharmaceuticals, Inc.)

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on May 23, 2024.

Form of Silverman

Executive Compensation Agreement

Filed herewith.

Form of Silverman Executive Compensation Agreement.

by reference from the Company’s Annual Report on Form 10-K filed with the Commission on August 11, 2025.

PharmaCyte Biotech, Inc.

2022 Equity Incentive Plan, as amended.

Incorporated by reference from the Company’s Current Report on

Form 8-K filed with the Commission on April 2, 2026.

Securities Purchase Agreement, dated August 17, 2025.

Incorporated by reference from the Company’s Current Report on

Form 8-K filed with the Commission on August 18, 2025.

Registration Rights Agreement, dated August 17, 2025.

Incorporated by reference from the Company’s Current Report on

Form 8-K filed with the Commission on August 18, 2025.

Engagement Letter, dated August 17, 2025, by and between the Company and GP Nurmenkari, Inc

Incorporated by reference from the Company’s Current Report on

Form 8-K filed with the Commission on August 18, 2025.

Securities Purchase Agreement, dated September 2, 2025, by and between the Company and Q/C Technologies, Inc.

(f/k/a TNF Pharmaceuticals, Inc.

and f/k/a MyMD Pharmaceuticals, Inc.).

Incorporated by reference from the Company’s Current Report on

Form 8-K filed with the Commission on September 5, 2025.

Registration Rights Agreement, dated September 2, 2025, by and between the Company and Q/C Technologies, Inc.

(f/k/a TNF Pharmaceuticals, Inc.

and f/k/a MyMD Pharmaceuticals, Inc.).

Incorporated by reference from the Company’s Current Report on

Form 8-K filed with the Commission on September 5, 2025.

Preferred Stock of Q/C Technologies, Inc.

(f/k/a TNF Pharmaceuticals, Inc.

and f/k/a MyMD Pharmaceuticals, Inc.).

Incorporated by reference from the Company’s Current Report on

Form 8-K filed with the Commission on September 5, 2025.

Form of Series H Warrant of Q/C Technologies, Inc.

(f/k/a TNF Pharmaceuticals, Inc.

and f/k/a MyMD Pharmaceuticals, Inc.).

Incorporated by reference from the Company’s Current Report on

Form 8-K filed with the Commission on September 5, 2025.

PharmaCyte Biotech, Inc.

Code of Business Conduct and Ethics.

1 unchanged sentence

Letter from Marcum LLP to the Securities and Exchange Commission regarding the Company’s change in certifying accountant dated February 26, 2025.

Incorporated by reference from the Company’s Current Report on Form

8-K filed with the Commission on February 26, 2025.

Incorporated by reference from the Company’s Current Report on Form 8-K filed with the Commission on February 26, 2025.

PharmaCyte Biotech, Inc.

Insider Trading Policy.

Incorporated by reference

from the Company’s Annual Report on Form 10-K filed with the Commission on August 13, 2024.

Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the Commission on August 13, 2024.

List of Subsidiaries.

2 unchanged sentences

Filed herewith.

Consent of Marcum LLP.

Filed herewith.

Certification of Chief Executive Officer (Principal Executive Officer) pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under Sarbanes-Oxley Act of 1934, as amended.

10 unchanged sentences

Clawback Policy.

‌Incorporated by reference from the Company’s Annual Report on

Form 10-K filed with the Commission on August 13, 2024.

‌Incorporated by reference from the Company’s Annual Report on Form 10-K filed with the Commission on August 13, 2024.

‌Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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FORM 10-K SUMMARY

Pursuant to the requirements of the Securities

Exchange Act the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange

Act, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

PharmaCyte Biotech, Inc.

August 8, 2025

July 29, 2026

/s/ Joshua N.

1 unchanged sentence

(Duly Authorized Officer and Principal Executive Officer)

August 8, 2025

July 29, 2026

/s/ Carlos A Trujillo

3 unchanged sentences

this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

August 8, 2025

July 29, 2026

/s/ Joshua N.

Chief Executive Officer, Chairman of the Board and

Chief Executive Officer, Chairman of the Board and Director

(Principal Executive Officer)

August 8, 2025

July 29, 2026

/s/ Carlos A.

Chief Financial Officer and Director

Chief Financial Officer

(Principal Financial and Accounting Officer)

August 8, 2025

July 29, 2026

/s/ Jonathan L.

Schechter, Director

August 8, 2025

July 29, 2026

/s/ Robert Weinstein

Robert Weinstein, Director

August 8, 2025

July 29, 2026

/s/ Michael M.

Abecassis, Director

August 8, 2025

July 29, 2026

Walker, Director

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH

FILED PURSUANT TO SECTION 15(d) OF THE ACT BY

REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT

The registrant has not sent to its security holders any annual report

covering the registrant’s fiscal year ended April 30, 2025.

REPORTS FILED

PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS

WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE

The registrant has not sent to its security holders any annual report covering

the registrant’s fiscal year ended April 30, 2026.

PHARMACYTE BIOTECH, INC.

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Report of Independent Registered Public Accounting Firm - CBIZ CPAs P.C.

Report of Independent Registered Public Accounting Firm – Marcum LLP (PCAOB Auditor ID:

(PCAOB Auditor ID:

Consolidated Balance Sheets as of April 30, 2026, and 2025

Consolidated Statements of Operations for the Years Ended April 30, 2026, and 2025

Consolidated Statements of Comprehensive Income for the Years Ended April 30, 2025, and 2024

Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity for the Years Ended April 30, 2025, and 2024

Consolidated Statements of Comprehensive Income (Loss) for the Years Ended April 30, 2026, and 2025

Consolidated Statements of Changes in Temporary Equity and Stockholders’ Equity for the Years Ended April 30, 2026, and 2025

Consolidated Statements of Cash Flows for the Years Ended April 30, 2026, and 2025

Notes to Consolidated Financial Statements

Mount Kemble Ave

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

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Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheet of PharmaCyte Biotech, Inc.

(the “Company”) as of April 30, 2025, the related consolidated statements of operations,

comprehensive income, changes in convertible preferred stock and stockholders’ equity, and cash flows for the year ended April 30,

2025, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of April 30, 2025, and the results of its operations

and its cash flows for the year ended April 30, 2025, in conformity with accounting principles generally accepted in the United States

We have audited the accompanying

consolidated balance sheets of PharmaCyte Biotech, Inc.

(the “Company”) as of April 30, 2026 and 2025, the related consolidated

statements of operations, comprehensive income (loss), changes in temporary equity and stockholders’ equity, and cash flows for

each of the two years in the period ended April 30, 2026, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of April 30,

2026 and 2025, and the results of its operations and its cash flows for each of the two years in the period ended April 30, 2026, in conformity

with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility

of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting.

These financial statements are

the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements

based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance

with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were

we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Our audits included performing

procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the

financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management,

as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for

Critical Audit Matters

5 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion

on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions

on the critical audit matters or on the accounts or disclosures to which they relate.

on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate

opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Fair Value of Financial Instruments

Critical Audit

As described in Notes 3, 4, 14 and 15 to the financial

statements, the Company records certain financial instruments at fair value on a recurring basis, including a derivative liability, a

note receivable, and a warrant asset, which are classified as level 3 as they contain one or more inputs to valuation which are unobservable

and significant to their fair value measurement.

The principal considerations for our determination

that performing procedures relating to the fair value of certain level 3 financial instruments is a critical audit matter are (i) the

significant judgment and estimation by management and their third party valuation experts in determining the inputs to estimate fair value,

which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and in evaluating audit evidence

obtained related to the fair value of these financial instruments, and (ii) the audit effort involved the use of professionals with specialized

skill and knowledge.

Addressed the

Matter in Our

Addressing this matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

These procedures included reviewing the terms of the underlying agreements that gave rise to the financial instruments.

These procedures also included, among others, the involvement of professionals with specialized skill and knowledge to assist in the testing and evaluation of the valuation models prepared by management’s third-party valuation experts.

This included assessing the appropriateness of the methodologies used in the valuation process and developing an independent estimate of fair value for these financial instruments and comparing management’s estimate to the independently developed estimate of fair value.

Developing the independent estimate involved testing the completeness, accuracy, and relevance of underlying data used in the models, and testing the reasonableness of significant assumptions, including equity volatility, trading volume volatility, market interest rate, probability of default, risk-free rate, calibration adjustment factor, and starting daily share volume, as applicable.

/s/ CBIZ CPAs P.C.

CBIZ CPAs P.C.

We have served as the Company’s auditor since 2023 (such date

takes into account the acquisition of certain assets of Marcum LLP by CBIZ CPAs P.C.

effective November 1, 2024).

August 8, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and Board of Directors of

PharmaCyte Biotech, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheet of PharmaCyte Biotech, Inc.

(the “Company”) as of April 30, 2024, the related consolidated statements of operations,

comprehensive income , changes in convertible preferred stock and stockholders’ equity, and cash flows for the year ended

April 30, 2024, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of April 30, 2024, and the results of its

operations and its cash flows for the year ended April 30, 2024, in conformity with accounting principles generally accepted in the United

States of America.

Basis for Opinion

These financial statements are the responsibility

of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audit we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum llp

We served as the Company’s auditor from 2023 to 2025.

Critical Audit Matter Description

As described in Notes 3, 12 and 14 to the financial statements, the

Company records certain financial instruments at fair value on a recurring basis, including a derivative liability associated with the

Series C convertible preferred stock, and investments in Q/C Technologies, Inc.

which are classified as level 3 as they contain one or

more inputs to valuation which are unobservable and significant to their fair value measurement.

The principal considerations

for our determination that performing procedures relating to the fair value of certain level 3 financial instruments is a critical audit

matter are (i) the significant judgment and estimation by management and their third party valuation experts in determining the inputs

to estimate fair value, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and

in evaluating audit evidence obtained related to the fair value of these financial instruments, and (ii) the audit effort involved the

use of professionals with specialized skill and knowledge.

How We Addressed the Matter in Our Audit

Addressing this matter involved

performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

procedures included reviewing the terms of the underlying agreements that gave rise to the financial instruments.

These procedures also

included, among others, the involvement of professionals with specialized skill and knowledge to assist in the testing and evaluation

of the valuation models prepared by management’s third-party valuation experts.

This included assessing the appropriateness of the

methodologies used in the valuation process and developing an independent estimate of fair value for these financial instruments and comparing

management’s estimate to the independently developed estimate of fair value.

Developing the independent estimate involved testing

the completeness, accuracy, and relevance of underlying data used in the models, and testing the reasonableness of significant assumptions,

including equity volatility, probability of default, probability of default/liquidation scenario probability, credit adjusted discount

rate, and risk-free rate, as applicable.

We have served as the Company’s auditor

Morristown, New Jersey

August 13, 2024

July 29, 2026

PHARMACYTE BIOTECH, INC.

3 unchanged sentences

Marketable equity securities

Warrant asset – TNF - current

Dividends receivable

Investment in preferred stock – QCLS - current

Warrant asset – QCLS - current

Convertible Note receivable – Femasys - current

3 unchanged sentences

Intangible assets

Investment in preferred stock – TNF

Warrant assets – TNF - non current

Convertible note receivable – Femasys - non current

Investment in preferred stock – QCLS

Warrant assets – QCLS - non current

Warrant assets – Femasys

Total other assets

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND

STOCKHOLDERS' EQUITY

LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY

Current liabilities:

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Accrued expenses

Accrued Series B convertible preferred stock redemption and dividends payable

Accrued Series C dividends

Total current liabilities

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Commitments and Contingencies (Note 9)

Convertible Preferred Stock:

Temporary Equity:

Series B convertible preferred stock:

authorized 35,000 shares, $ 0.0001 par value and $ 1,000 face value, 0 and 14,646 shares issued and outstanding excluding 0 and 5,833 shares subject to redemption as of April 30, 2025 and April 30, 2024, respectively.

Liquidation preference of $ 0 and $ 15,060,421 , as of April 30, 2025 and April 30, 2024, respectively

authorized 35,000 shares, $ 0.0001 par value and $ 1,000 face value, 0 shares issued and outstanding as of April 30, 2026 and April 30, 2025, respectively

Series C convertible preferred stock:

authorized 7,000 shares, $ 0.0001 par value and $ 1,000 face value, 4,766 and 0 shares issued and outstanding as of April 30, 2026 and April 30, 2025, respectively.

Liquidation preference $ 4,765,671 as of April 30, 2026.

Contingently redeemable warrants

Total temporary equity

Stockholders’ equity:

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200,000,000 shares, $ 0.0001 par value;

shares issued 21,672,095 , shares outstanding 6,795,779 as of April 30, 2025, and shares issued 21,672,078 , shares outstanding 8,037,624 as of April 30, 2024

26,005,715 and 21,672,095 shares issued and 10,735,649 and 6,795,779 shares outstanding as of April 30, 2026 and April 30, 2025, respectively.

Additional paid-in capital

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Total stockholders’ equity

Total Liabilities, Convertible Preferred Stock and Stockholders' Equity

The accompanying notes are an integral part

of these consolidated financial statements.

Total Liabilities, Temporary Equity and Stockholders’ Equity

The accompanying notes are an integral part of these

consolidated financial statements.

PHARMACYTE BIOTECH, INC.

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Interest income

Dividend income

Change in fair value of warrant liability

( 4,746,135 )

Change in fair value of derivative liability

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( 2,581,000 )

Change in fair value of investment – TNF

Change in fair value of warrant assets - TNF

( 2,091,000 )

Gain on investment in preferred stock – TNF

Unrealized gain on marketable securities

Loss on legal settlement

Change in fair value of investment – QCLS

( 7,732,000 )

Loss on long term asset

Change in fair value of warrant assets – QCLS

( 1,379,000 )

Other income (expense), net

( 2,367,684 )

Gain on related party investment – QCLS

Gain on legal settlement – re-fair value of warrants

Issuance costs – Series C convertible preferred stock and warrants

( 1,234,553 )

Unrealized gain (loss) on marketable securities

Loss on legal settlement

( 2,019,000 )

Loss on issuance of Series C preferred stock

Other expense, net

Total other income (expense), net

( 12,570,941 )

Income tax benefit (expense)

Preferred stock dividends

Net income (loss)

$ ( 19,424,654 )

Preferred stock dividends

( 1,129,759 )

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Weighted average shares outstanding basic and diluted

The accompanying notes are an integral part

of these consolidated financial statements.

The accompanying notes are an integral part of these

consolidated financial statements.

PHARMACYTE BIOTECH, INC.

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Years Ended April 30,

Other comprehensive loss:

Net income (loss)

$ ( 19,424,654 )

Other comprehensive income (loss):

Foreign currency translation adjustments

Other comprehensive loss

Comprehensive income

The accompanying notes are an integral part

of these consolidated financial statements.

Other comprehensive income (loss)

Comprehensive income (loss)

$ ( 19,421,581 )

The accompanying notes are an integral part of these

consolidated financial statements.

PHARMACYTE BIOTECH, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE

PREFERRED STOCK AND STOCKHOLDERS' EQUITY

CONSOLIDATED STATEMENTS OF CHANGES IN TEMPORARY

EQUITY AND STOCKHOLDERS’ EQUITY

YEARS ENDED APRIL 30, 2026 AND 2025

Convertible Preferred

Additional Paid-in

Treasury Stock

Accumulated Other

Stock Series B

Stock Series C

Contingently Redeemable

Comprehensive

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$ ( 115,625,010 )

Fractional shares adjustment

Stock-based compensation options

Stock issued for warrant exercise

Series B preferred stock redeemed

( 13,999,302 )

Series B preferred stock subject

to redemption

( 5,940,278 )

Series B preferred stock dividends

( 2,517,645 )

Preferred stock accretion

( 3,193,404 )

Series B preferred stock redemption

( 15,287,599 )

Issuance of Series B Preferred Stock,

net of discounts and issuance costs of $ 18,246,925

Deemed dividend

Preferred stock dividends

Foreign currency translation adjustment

Repurchase of common stock

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( 2,567,700 )

( 28,479,593 )

Foreign currency translation adjustment

Balance, April 30, 2025

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$ ( 84,968,960 )

Fractional shares adjustment

Stock-based compensation options

Stock issued upon vesting of restricted stock units

Stock issued for warrant exercises

Issuance of Series C preferred stock and warrants, net of transaction costs

Preferred stock accretion

( 3,503,222 )

( 3,193,404 )

Series B preferred stock redemption

Series C preferred stock redeemed

( 2,234,330 )

Preferred stock

Series C preferred stock subject to settlement

Preferred stock dividends

Foreign currency translation adjustment

Repurchase of

( 19,424,654 )

( 2,567,700 )

Balance, April 30, 2026

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$ ( 104,393,614 )

The accompanying notes are an integral part

of these consolidated financial statements.

The accompanying notes are an integral part of these

consolidated financial statements.

PHARMACYTE BIOTECH, INC.

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Cash flows from operating activities:

Adjustments to reconcile net loss

to net cash used in operating activities:

Gain on related party investment - TNF

Net income (loss)

$ ( 19,424,654 )

Adjustments to reconcile net loss to net cash used in operating activities:

Gain on related party investment - QCLS

( 2,089,000 )

( 21,395,734 )

Issuance costs – Series C preferred stock and warrants

Loss on issuance of Series C preferred stock

Gain on re-fair value of warrants

Non-cash interest income

Non-cash warrant liability

Asset impaired

Loss on long term asset

Other non-cash income

Stock-based compensation

Unrealized gain on marketable equity securities

Intangible asset impairment

Stock issued for compensation - RSUs

Stock-based compensation - options

Unrealized (gain) loss on marketable equity securities

Change in fair value of warrant liability

( 10,446,000 )

( 3,343,000 )

Change in fair value of derivative liability

( 1,117,000 )

Change in fair value of convertible note receivable

( 2,184,000 )

Change in fair value of warrant assets - Femasys

Change in fair value of convertible note receivable - Femasys

( 1,304,000 )

Change in fair value of investment - TNF

Change in fair value of warrant assets - Femasys

Change in fair value of investment - QCLS

( 5,063,950 )

Change in fair value of warrants - TNF

Change in fair value of warrants - QCLS

Change in assets and liabilities:

(Increase) decrease in prepaid expenses and other

current assets

Increase in accounts payable

Increase in accrued expenses

(Increase) decrease in prepaid expenses and other current assets

Increase (decrease) in accounts payable

Increase (decrease) in accrued expenses

( 1,548,249 )

Net cash used in operating activities

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Cash flows from investing activities:

Investment in preferred stock and warrants

( 7,000,000 )

Investment – convertible note

receivable and warrants

Investment in preferred stock and warrants - QCLS

( 3,000,000 )

Net cash used in investing activities

( 7,000,000 )

Proceeds from investment – note receivable

Net cash provided by (used in) investing activities

( 7,000,000 )

2 unchanged sentences

( 2,542,276 )

( 28,197,617 )

Proceeds from issuance of preferred stock, net of

transaction costs

Net proceeds from issuance of Series C preferred stock

Redemption of preferred stock

( 22,486,875 )

( 16,160,531 )

Proceeds from warrant exercise

Net cash used in financing activities

( 25,029,151 )

( 10,708,003 )

Effect of currency rate exchange on cash and cash

Net decrease in cash and cash equivalents

Payment of Series C convertible preferred stock dividends

Net proceeds from warrant exercise

Net cash provided by (used in) financing activities

( 25,029,151 )

Effect of currency rate exchange on cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

( 35,007,805 )

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Supplemental disclosure of cash flows information:

Cash paid during the year for

Supplemental schedule of non-cash investing and financing

Non-cash derivative liability

at initial fair value

Non-cash warrant liability

at initial fair value

Accrued Series B Convertible

Preferred Stock dividends

Series B Convertible Preferred

stock dividends

Cash paid during the year for income taxes

Supplemental schedule of non-cash investing and financing activities:

Accrual of Series C Convertible Preferred Stock dividends

Accretion of discounts to redemption value of Series C Preferred Stock

Initial fair value of investment in QCLS Series H preferred shares

Initial fair value of investment in QCLS Series H warrants

Non-cash derivative liability at initial fair value

Non-cash warrant liability at initial fair value

Non-cash conversion of Series C convertible stock

Change in fair value associated warrant exercises

Fair value of contingently redeemable placement agent warrants

Series B Convertible Preferred Stock dividends

Accretion of discounts to redemption

value of Series B Preferred Stock

Excise tax accrued on repurchase

of common stock

The accompanying notes are an integral part

of these consolidated financial statements.

value of Series B Convertible Preferred Stock

Excise tax accrued on repurchase of common stock

The accompanying notes are an integral part of these

consolidated financial statements.

PHARMACYTE BIOTECH, INC.

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PharmaCyte Biotech, Inc.

is a biotechnology company focused on developing cellular therapies for cancer based upon a proprietary cellulose-based live cell encapsulation

(“Company”) is

a biotechnology company focused on developing cellular therapies for cancer based upon a proprietary cellulose-based live cell encapsulation

technology known as “Cell-in-a-Box ® .” The Cell-in-a-Box ® technology is intended to be used as

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The current generation of the Company’s product candidate is referred to as “CypCaps™.”

The Company is a Nevada corporation incorporated

The Company is a Nevada corporation incorporated in

In 2013, the Company restructured its operations to focus on biotechnology.

The Company acquired licenses from SG Austria Pte.

Ltd., a Singapore corporation (“SG Austria”) to treat cancer and Austrianova Singapore Pte.

Ltd., a Singapore corporation

(“Austrianova Singapore”) using the Cell-in-the-Box technology.

The restructuring resulted in the Company focusing all its

efforts upon the development of a novel, effective and safe way to treat cancer.

In January 2015, the Company changed its name from Nuvilex,

to PharmaCyte Biotech, Inc.

a Singapore corporation (“SG Austria”) to treat cancer and Austrianova Singapore Pte.

Ltd., a Singapore corporation (“Austrianova

Singapore”) using the Cell-in-the-Box technology.

The restructuring resulted in the Company focusing all its efforts upon the development

of a novel, effective and safe way to treat cancer.

In January 2015, the Company changed its name from Nuvilex, Inc.

to PharmaCyte Biotech,

to reflect the nature of its current business.

In October 2021, the Company moved its headquarters from

Laguna Hills, California to Las Vegas, Nevada.

On September 1, 2020, the Company submitted an

Investigational New Drug Application (“IND”) to the U.S.

Food and Drug Administration (“FDA”) for a planned clinical

trial in LAPC.

In October 2021, the Company moved its headquarters from Laguna Hills, California

to Las Vegas, Nevada.

On September 1, 2020, the Company submitted an Investigational

New Drug Application (“IND”) to the U.S.

Food and Drug Administration (“FDA”) for a planned clinical trial in

On October 1, 2020, the Company received notice from the FDA that it had placed the IND on clinical hold.

On October 30,

2020, the FDA sent a letter to the Company setting forth the reasons for the clinical hold and specific guidance on what the Company must

do to have the clinical hold lifted.

To lift the clinical hold, the FDA informed the

Company that it needs to conduct several additional preclinical studies.

The FDA also requested additional information regarding several

topics, including DNA sequencing data, manufacturing information and product release specifications.

The Company has been in the process

of conducting these studies and gathering additional information to submit to the FDA.

See “Investigational New Drug Application

and Clinical Hold” below.

On August 15, 2022, the Company entered into a

Cooperation Agreement (“Cooperation Agreement”) with Iroquois Master Fund Ltd.

and its affiliates, pursuant to which the Company

elected a reconstituted Board of Directors (”Board”).

The Board has formed a Business Review Committee to evaluate, investigate

and review the Company’s business, affairs, strategy, management and operations and in its sole discretion to make recommendations

to the Company’s management and Board with respect thereto.

On October 30, 2020, the

FDA sent a letter to the Company setting forth the reasons for the clinical hold and specific guidance on what the Company must do to

have the clinical hold lifted.

To lift the clinical hold, the FDA informed the Company

that it needs to conduct several additional preclinical studies.

The FDA also requested additional information regarding several topics,

including DNA sequencing data, manufacturing information and product release specifications.

The Company has been in the process of conducting

these studies and gathering additional information to submit to the FDA.

See “Investigational New Drug Application and Clinical

On August 15, 2022, the Company entered into a Cooperation

Agreement (“Cooperation Agreement”) with Iroquois Master Fund Ltd.

and its affiliates, pursuant to which the Company elected

a reconstituted Board of Directors (“Board”).

The Board has formed a Business Review Committee to evaluate, investigate and

review the Company’s business, affairs, strategy, management and operations and in its sole discretion to make recommendations to

the Company’s management and Board with respect thereto.

The Business Review Committee is also reviewing many of the risks relative

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pending the review by the Business Review Committee and the Board may cause additional delays.

The Cell-in-a-Box ® encapsulation

technology potentially enables genetically engineered live human cells to be used as a means to produce various biologically active molecules.

The technology is intended to result in the formation of pinhead sized cellulose-based porous capsules in which genetically modified live

The Cell-in-a-Box ® encapsulation technology

potentially enables genetically engineered live human cells to be used as a means to produce various biologically active molecules.

technology is intended to result in the formation of pinhead sized cellulose-based porous capsules in which genetically modified live

human cells can be encapsulated and maintained.

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The capsules are largely composed of cellulose (cotton) and are bioinert.

The Company has been developing therapies for

pancreatic and other solid cancerous tumors by using genetically engineered live human cells that it believes are capable of converting

a cancer prodrug into its cancer-killing form.

The Company encapsulates those cells using the Cell-in-a-Box ® technology

and places those capsules in the body as close as possible to the tumor.

In this way, the Company believes that when a cancer prodrug

is administered to a patient with a particular type of cancer that may be affected by the prodrug, the killing of the patient’s

cancerous tumor may be optimized.

Investigational New Drug Application and

Clinical Hold

On September 1, 2020, the Company submitted an

IND to the FDA for a planned clinical trial in LAPC.

On October 1, 2020, the Company received notice from the FDA that it had placed the

Company’s IND on clinical hold.

On October 30, 2020, the FDA sent the Company a letter setting forth the reasons for the clinical

hold and providing specific guidance on what the Company must do to have the clinical hold lifted.

The Company has been developing therapies for pancreatic

and other solid cancerous tumors by using genetically engineered live human cells that it believes are capable of converting a cancer

prodrug into its cancer-killing form.

The Company encapsulates those cells using the Cell-in-a-Box ® technology and places

those capsules in the body as close as possible to the tumor.

In this way, the Company believes that when a cancer prodrug is administered

to a patient with a particular type of cancer that may be affected by the prodrug, the reduction in the size of the tumor to potentially

increase the success rate of surgical intervention.

Until the review by the Board is complete and the

Board has determined the actions and plans to be implemented, spending on the Company’s programs has been curtailed.

Investigational New Drug Application and Clinical

On September 1, 2020, the Company submitted an IND

to the FDA for a planned clinical trial in LAPC.

On October 1, 2020, the Company received notice from the FDA that it had placed the Company’s

IND on clinical hold.

On October 30, 2020, the FDA sent the Company a letter setting forth the reasons for the clinical hold and providing

specific guidance on what the Company must do to have the clinical hold lifted.

In order to address the clinical hold, the FDA requested that the Company:

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Revise the Investigators Brochure to include any additional preclinical studies conducted in response to the clinical hold and remove any statements not supported by the data the Company generated.

The FDA also requested that the Company address

the following issues as an amendment to the Company’s IND:

The FDA also requested that the Company address the

following issues as an amendment to the Company’s IND:

Provide a Certificate of Analysis for pc3/2B1 plasmid that includes tests for assessing purity, safety, and potency;

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Provide a few examples of common microcatheters that fit the specifications in ‌the Company’s Angiography Procedure Manual;

Clarify the language in ‌our Pharmacy Manual regarding proper use of the syringe fill with the Company’s product candidate for pancreatic cancer;

Provide a discussion with data for trial of the potential for cellular and humoral immune reactivity against the heterologous rat CYP2B1 protein and potential for induction of autoimmune-mediated toxicities in ‌our study population.

The Company assembled a scientific and

regulatory team of experts to address the FDA requests.

During the year ended April 30, 2025, the Company’s scientific

consultants have been in active dialog with the FDA seeking permission to forego the large animal study.

The technology upon which

the LAPC treatment will be based, intra-arterial chemotherapy, has been used in five clinical trials in humans.

The data available

from these human clinical trials supersedes large animal study data.

The treatment may not be a treatment of pancreatic cancer, but

a method of improving and possibly enabling complete surgical resection of the tumor.

The Company is waiting for the FDA’s

responses and hopes the FDA will accept that the LAPC treatment now meets manufacturing standard requirements, which have

significantly improved since the clinical hold was first placed.

The FDA may require additional preclinical studies when the meeting

The Company is in ongoing dialogue with SG Austria to prepare for the next steps and add requested information

to the drug master file upon which the Company still relies on.

Clarify the language in

the Company’s Pharmacy Manual regarding proper use of the syringe fill with the Company’s product candidate for pancreatic

Provide a discussion with

data for trial of the potential for cellular and humoral immune reactivity against the heterologous rat CYP2B1 protein and potential

for induction of autoimmune-mediated toxicities in the company’s study population.

The Company assembled a scientific and regulatory

team of experts to address the FDA requests.

During the year ended April 30, 2026, the Company’s scientific consultants have been

in active dialog with the FDA.

The technology upon which the LAPC treatment will be based, intra-arterial chemotherapy.

The treatment

may not be a treatment of pancreatic cancer, but a method of improving and possibly enabling complete surgical resection of the tumor.

The Company is waiting for the FDA’s responses and hopes the FDA will accept that the LAPC treatment now meets manufacturing standard

requirements, which have significantly improved since the clinical hold was first placed.

The FDA may require additional preclinical studies

when the meeting takes place.

The Company is in ongoing dialogue with SG Austria to prepare for the next steps including encapsulation

of the cells, testing the glide force and pressure testing of pushing the cells through syringes and catheters.

NOTE 2 – LIQUIDITY AND OTHER UNCERTAINTIES

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The operating requirements include the expected costs to submit and clear

the FDA clinical hold on our pancreatic cancer treatment.

the FDA clinical hold on the Company’s pancreatic cancer treatment.

In August 2025, the Company entered into a securities

purchase agreement pursuant to which it agreed to sell to investors in a private placement an aggregate of 7,000 shares of the Company’s

newly designated Series C Preferred Stock with a stated value of $1,000 per share and warrants to purchase up to 7 million

shares of common stock, resulting in aggregate gross proceeds of $ 7 million.

See Note 12 - Preferred stock.

In September 2025, the Company entered into a securities

purchase agreement pursuant to which it agreed to purchase in a private placement QCLS Series H Preferred Stock (as defined herein) initially

convertible into 600,000 shares, subject to adjustment of QCLS (as defined herein) common stock and warrants for an aggregate purchase

price of $ 3 million.

See Note 4 - Investment in debt and equity securities.

The Company expects to need additional capital

in order to complete a clinical trial for the treatment of pancreatic cancer.

If any additional equity financing, if available, may not

be on favorable terms and would likely be significantly dilutive to the Company’s current stockholders and debt financing, if available,

may involve restrictive covenants.

If the Company is able to access funds through collaborative or licensing arrangements, it may be required

to relinquish rights to some of its product candidates that the Company would otherwise seek to develop or commercialize on its own, on

terms that are not favorable to the Company.

The Company’s ability to access capital is not assured and, if not achieved on a timely

basis, will likely have a material adverse effect on our business, financial condition and results of operations.

The Company operates in an industry that is subject

to rapid technological change, competition and government regulation.

The Company’s operations are subject to significant risk and

uncertainties including financial operational, technological, regulatory, and other risks.

Such factors, include but not limited to, results

of clinical testing and trial activities, the ability to obtain regulatory approval, the supply of needed materials, the ability to obtain

manufacturing and the ability to raise capital to achieve strategic objectives.

If any additional equity financing, if available, may

not be on favorable terms and would likely be significantly dilutive to the Company’s current stockholders and debt financing,

if available, may involve restrictive covenants.

If the Company is able to access funds through collaborative or licensing

arrangements, it may be required to relinquish rights to some of its product candidates that the Company would otherwise seek to

develop or commercialize on its own, on terms that are not favorable to the Company.

The Company’s ability to access capital

is not assured and, if not achieved on a timely basis, will likely have a material adverse effect on the company’s

business, financial condition and results of operations.

The Company operates in an industry that is

subject to rapid technological change, competition and government regulation.

The Company’s operations are subject to

significant risk and uncertainties including financial operational, technological, regulatory, and other risks.

include but are not limited to results of clinical testing and trial activities, the ability to obtain regulatory approval, the

supply of needed materials, the ability to obtain manufacturing and the ability to raise capital to achieve strategic

NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING

Principles of Consolidation and Basis of Presentation

The Consolidated Financial Statements include the accounts of the Company

and its wholly owned subsidiaries.

The Consolidated Financial Statements include the

accounts of the Company and its wholly owned subsidiaries.

The Company operates independently and through three wholly owned subsidiaries:

(i) PharmaCyte Biotech

Europe Limited;

(i) PharmaCyte Biotech Europe Limited;

(ii) PharmaCyte Biotech Australia Pty.

and (iii) Viridis Biotech, Inc.

and are prepared in accordance with U.S.

and are prepared in

accordance with U.S.

generally accepted accounting principles (“U.S.

GAAP”) and the Rules and Regulations of the Commission.

Upon consolidation,

intercompany balances and transactions are eliminated.

Upon consolidation, intercompany balances and transactions are eliminated.

Use of Estimates in the Preparation of Financial

The preparation of financial statements in

accordance with U.S.

GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities,

disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published and the

reported amounts of revenues and expenses during the reporting period.

Uncertainties with respect to such estimates and assumptions

are inherent in the preparation of the Company’s consolidated financial statements;

accordingly, it is possible that the

actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts of the

Company’s consolidated financial position and results of operations.

The Company’s most significant estimates and

assumptions are the assessment of the fair value of long-lived assets, fair value measurements of investments, the valuation of

warrants and derivative liabilities, accretion of preferred stock and the measurement of stock based compensation.

Reclassification

Certain balances in the consolidated financial statements

for the year ended April 30, 2024 have been reclassified to conform to the presentation in the consolidated financial statements for the

year ended April 30, 2025.

In the prior year, the Company separately disclosed compensation expense, director fees and legal and professional

expenses and in the current year the Company has reclassified these costs on the consolidated statements of operations with general and

administrative expenses.

These reclassifications had no effect on the Company’s previously reported results of operations, changes

in convertible preferred stock and stockholders’ equity, or cash flows.

The preparation of financial statements in accordance

GAAP requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of

contingent assets and liabilities known to exist as of the date the financial statements are published and the reported amounts of revenues

and expenses during the reporting period.

Uncertainties with respect to such estimates and assumptions are inherent in the preparation

of the Company’s consolidated financial statements;

accordingly, it is possible that the actual results could differ from these

estimates and assumptions, which could have a material effect on the reported amounts of the Company’s consolidated financial position

and results of operations.

The Company’s most significant estimates and assumptions are the assessment of the fair value of long-lived

assets, fair value measurements of investments, the valuation of warrants and derivative liabilities, and the measurement of stock-based

compensation.

Cash and Cash Equivalents

Cash and cash equivalents include cash in banks

and short-term liquid investments purchased with maturities of three months or less.

Additionally, the Company, as of April 30, 2025

and 2024 has approximately $ 76,000 and $ 3.2

million , respectively, in a money market fund that is not insured by the Federal Deposit Insurance Corporation (“FDIC”)

and is classified as a cash equivalent.

The Company has no significant off-balance-sheet concentrations of credit risk such as foreign

exchange contracts, options contracts or other foreign hedging arrangements.

The Company maintains most of its cash balance at financial

institutions located in throughout the U.S.

Accounts at these institutions are insured by the FDIC up to $ 250,000 .

Cash and cash equivalents include cash in banks and

short-term liquid investments purchased with maturities of three months or less.

Additionally, the Company, as of April 30, 2026 and 2025

has approximately $ 2.1 million and $ 76,000 , respectively, in a money market fund that is not insured by the Federal Deposit Insurance

Corporation (“FDIC”) and is classified as a cash equivalent.

The Company has no significant off-balance-sheet concentrations

of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.

The Company maintains most

of its cash balance at financial institutions located throughout the U.S.

Accounts at these institutions are insured by the FDIC up

to $ 250,000 .

The Company has not experienced any losses in such accounts.

Management believes it is not exposed to any significant credit risk on

Management believes it is not exposed to any significant credit

risk on cash.

Basic and Diluted Income (Loss) Per Share

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shares outstanding used to calculate both basic and diluted loss per share is the same for periods with a net loss.

Equity Securities

Marketable securities

consist of equity security investments.

Marketable Equity Securities

Marketable securities consist of equity security investments.

Equity investments with readily determinable fair values are measured at fair value.

value are recorded in other income (expenses), net in the accompanying consolidated statements of operations.

Investment in TNF Pharmaceuticals, Inc.

Changes in value are recorded in other income (expenses),

net in the accompanying consolidated statements of operations.

Investment in Q/C Technologies, Inc.

In accordance with ASC 810, Consolidation ,

the Company assessed whether it has a variable interest in legal entities in which it has a financial relationship and, if so,

whether or not those entities are variable interest entities (“VIEs”).

For those entities that qualify as VIEs, ASC 810

requires the Company to determine if it is the primary beneficiary of the VIE, and if so, to consolidate the VIE.

The investment in

TNF did not meet the primary beneficiary requirements for consolidation, therefore no consolidation of this VIE was required.

the Company assessed whether it has a variable interest in legal entities in which it has a financial relationship and, if so, whether

or not those entities are variable interest entities (“VIEs”).

For those entities that qualify as VIEs, ASC 810 requires the

Company to determine if it is the primary beneficiary of the VIE, and if so, to consolidate the VIE.

The investment in Q/C Technologies,

(“QCLS”) did not meet the primary beneficiary requirements for consolidation, therefore no consolidation of this VIE

was required.

If an entity is determined to be a VIE, the Company

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for at fair value based on quoted market prices or utilizing an appropriate valuation methodology to estimate the fair value.

gains and losses on investments in equity securities are recognized in the Condensed Consolidated Statements of Operations.

gains and losses on investments in equity securities are recognized in the Consolidated Statements of Operations.

Intangible Assets

12 unchanged sentences

reporting year.

Investment in SG Austria

The Company’s 13.9% investment in SG Austria

is presented using the measurement alternative allowed under ASC 321 – Investments – Equity Securities with no readily

determinable values.

The Company evaluates equity investments annually for changes in circumstances that indicate the value of the securities

have been affected.

The Company concluded that there was a write-down of the investment in SG Austria at April 30, 2024 due to their financial

position, negative book value and viability that makes for an inconclusive determination of a specific value range of the Company’s

minority interest in SG Austria.

The Company concluded that as of the present time, the value of SG Austria is likely minimal and therefore,

included a non-cash asset write-down of $ 1,572,191 on the Consolidated Statements of Operations.

Although the Company continues research and development

relating to the treatment of pancreatic cancer, the Company concluded that the cell asset technology does not meet the requirements to

continue the carrying value of the asset.

The Company believes that a buyer of this technology would ascribe a de minimis value to this

Therefore, it was determined that as of April 30, 2026 there should be a full impairment of the $1,549,427 carrying value.

the Company included a non-cash asset impairment of $ 1,549,427 on the Consolidated Statements of Operations.

Convertible Note Receivable

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Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

These unobservable inputs are significant to the

fair value measurement.

These unobservable inputs are significant to the fair

value measurement.

Deferred taxes are calculated using the liability

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liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

A valuation allowance is provided for deferred

income tax assets when, in management’s judgment, based upon currently available information and other factors, it is more likely

than not that all or a portion of such deferred income tax assets will not be realized.

The determination of the need for a valuation

allowance is based on an on-going evaluation of current information including, among other things, historical operating results, estimates

of future earnings in different taxing jurisdictions and the expected timing of the reversals of temporary differences.

The Company believes

the determination to record a valuation allowance to reduce a deferred income tax asset is a significant accounting estimate because it

is based on, among other things, an estimate of future taxable income in the U.S.

and certain other jurisdictions, which is susceptible

to change and may or may not occur, and because the impact of adjusting a valuation allowance may be material.

In determining when to

release the valuation allowance established against the Company’s net deferred income tax assets, the Company considers all available

evidence, both positive and negative.

Consistent with the Company’s policy, and because of the Company’s history of operating

losses, the Company does not currently recognize the benefit of all its deferred tax assets, including tax loss carry forwards, which

may be used to offset future taxable income.

The Company continually assesses its ability to generate sufficient taxable income during

future periods in which deferred tax assets may be realized.

When the Company believes it is more likely than not that it will recover

its deferred tax assets, the Company will reverse the valuation allowance as an income tax benefit in the statements of operations.

GAAP method of accounting for uncertain

tax positions utilizes a two-step approach to evaluate tax positions.

Step one, recognition, requires evaluation of the tax position

to determine if based solely on technical merits it is more likely than not to be sustained upon examination.

Step two, measurement,

is addressed only if a position is more likely than not to be sustained.

In step two, the tax benefit is measured as the largest amount

of benefit, determined on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement with

tax authorities.

If a position does not meet the more likely than not threshold for recognition in step one, no benefit is recorded until

the first subsequent period in which the more likely than not standard is met, the issue is resolved with the taxing authorities, or

the statute of limitations expires.

Positions previously recognized are derecognized when the Company subsequently determines the position

no longer is more likely than not to be sustained.

Evaluation of tax positions, their technical merits and measurements using cumulative

probability are highly subjective management estimates.

A valuation allowance is provided for deferred income

tax assets when, in management’s judgment, based upon currently available information and other factors, it is more likely than

not that all or a portion of such deferred income tax assets will not be realized.

The determination of the need for a valuation allowance

is based on an on-going evaluation of current information including, among other things, historical operating results, estimates of future

earnings in different taxing jurisdictions and the expected timing of the reversals of temporary differences.

The Company believes the

determination to record a valuation allowance to reduce a deferred income tax asset is a significant accounting estimate because it is

based on, among other things, an estimate of future taxable income in the U.S.

and certain other jurisdictions, which is susceptible to

change and may or may not occur, and because the impact of adjusting a valuation allowance may be material.

In determining when to release

the valuation allowance established against the Company’s net deferred income tax assets, the Company considers all available evidence,

both positive and negative.

Consistent with the Company’s policy, and because of the Company’s history of operating losses,

the Company does not currently recognize the benefit of all its deferred tax assets, including tax loss carry forwards, which may be used

to offset future taxable income.

The Company continually assesses its ability to generate sufficient taxable income during future periods

in which deferred tax assets may be realized.

When the Company believes it is more likely than not that it will recover its deferred tax

assets, the Company will reverse the valuation allowance as an income tax benefit in the statements of operations.

GAAP method of accounting for uncertain tax

positions utilizes a two-step approach to evaluate tax positions.

Step one, recognition, requires evaluation of the tax position to determine

if based solely on technical merits it is more likely than not to be sustained upon examination.

Step two, measurement, is addressed only

if a position is more likely than not to be sustained.

In step two, the tax benefit is measured as the largest amount of benefit, determined

on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement with tax authorities.

If a position

does not meet the more likely than not threshold for recognition in step one, no benefit is recorded until the first subsequent period

in which the more likely than not standard is met, the issue is resolved with the taxing authorities, or the statute of limitations expires.

Positions previously recognized are derecognized when the Company subsequently determines the position no longer is more likely than not

to be sustained.

Evaluation of tax positions, their technical merits and measurements using cumulative probability are highly subjective

management estimates.

Actual results could differ materially from these estimates.

Research and Development

Research and development (“R&D”)

expenses consist of costs incurred for direct and overhead-related research expenses and are expensed as incurred.

Research and development (“R&D”) expenses

consist of costs incurred for direct and overhead-related research expenses and are expensed as incurred.

Costs to acquire technologies,

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Stock-Based Compensation

The Company recognizes stock-based compensation

expense for only those awards ultimately expected to vest on a straight-line basis over the requisite service period of the award.

Company estimates the fair value of stock options using a Black-Scholes-Merton valuation model.

This model requires the input of highly

subjective assumptions, including the option's expected term and stock price volatility.

In addition, judgment is also required in estimating

the number of stock-based awards that are expected to be forfeited.

Forfeitures are estimated based on historical experience at the time

of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The assumptions used in

calculating the fair value of share-based payment awards represent management's best estimates, but these estimates involve inherent

uncertainties and the application of management's judgment.

Thus, if factors change and the Company uses different assumptions, the stock-based

compensation expense could be materially different in the future.

The Company recognizes stock-based compensation expense

for only those awards ultimately expected to vest on a straight-line basis over the requisite service period of the award.

estimates the fair value of stock options using a Black-Scholes-Merton valuation model.

This model requires the input of highly subjective

assumptions, including the option’s expected term and stock price volatility.

In addition, judgment is also required in estimating the

number of stock-based awards that are expected to be forfeited.

Forfeitures are estimated based on historical experience at the time of

grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

The assumptions used in calculating

the fair value of share-based payment awards represent management’s best estimates, but these estimates involve inherent uncertainties

and the application of management’s judgment.

Thus, if factors change and the Company uses different assumptions, the stock-based compensation

expense could be materially different in the future.

The Company granted restrictive stock units (“RSUs”)

to the Board.

The stock price of the RSUs is based on the issuance date common stock price.

The gross shares granted are subject to share

buyback to assist with the income tax effect of the grants.

The shares vest immediately upon issuance and are non-voidable.

Foreign Currency Translation

The Company translates the financial statements

of its foreign subsidiaries from the local (functional) currencies to U.S.

dollars in accordance with FASB ASC 830, Foreign Currency

All assets and liabilities of the Company’s foreign subsidiaries are translated at year-end exchange rates, while revenue

and expenses are translated at average exchange rates prevailing during the year.

Adjustments for foreign currency translation fluctuations

are excluded from net loss and are included in other comprehensive income (loss).

Gains and losses on short-term intercompany foreign

currency transactions are recognized as incurred.

The Company translates the financial statements of

its foreign subsidiaries from the local (functional) currencies to U.S.

dollars in accordance with FASB ASC 830, Foreign Currency Matters .

All assets and liabilities of the Company’s foreign subsidiaries are translated at year-end exchange rates, while revenue and expenses

are translated at average exchange rates prevailing during the year.

Adjustments for foreign currency translation fluctuations are excluded

from net loss and are included in other comprehensive income (loss).

Gains and losses on short-term intercompany foreign currency transactions

are recognized as incurred.

Derivative Financial Instruments

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from the host contract if all the requirements for bifurcation are met.

The assessment of the conditions surrounding the bifurcation of

embedded derivatives depends on the nature of the host contract.

Bifurcated embedded derivatives are recognized at fair value, with changes

in fair value recognized in the statement of operations each period.

Bifurcated embedded derivatives are classified with the related host

contract in the Company’s balance sheet.

These particular derivatives are assessed under ASC 480, Distinguishing Liabilities

from Equity and ASC 815, Derivatives and Hedging , as applicable.

The assessment of the conditions surrounding the bifurcation

of embedded derivatives depends on the nature of the host contract.

Bifurcated embedded derivatives are recognized at fair value, with

changes in fair value recognized in the statement of operations each period.

Bifurcated embedded derivatives are classified with the

related host contract in the Company’s balance sheet.

These particular derivatives are assessed under ASC 480, Distinguishing

Liabilities from Equity and ASC 815, Derivatives and Hedging , as applicable.

Warrants and Preferred Shares

The accounting treatment of warrants and preferred

share series issued is determined pursuant to the guidance provided by ASC 480, Distinguishing Liabilities from Equity , and

ASC 815, Derivatives and Hedging , as applicable.

Each feature of a freestanding financial instrument including, without limitation,

any rights relating to subsequent dilutive issuances, dividend issuances, equity sales, rights offerings, forced conversions, optional

redemptions, automatic monthly conversions, dividends, and exercise is assessed with determinations made regarding the proper classification

in the Company’s audited consolidated financial statements.

The accounting treatment of warrants and

preferred share series issued is determined pursuant to the guidance provided by ASC 480, Distinguishing Liabilities from

Equity , and ASC 815, Derivatives and Hedging , as applicable.

Each feature of a freestanding financial instrument

including, without limitation, any rights relating to subsequent dilutive issuances, dividend issuances, equity sales, rights

offerings, forced conversions, optional redemptions, automatic monthly conversions, dividends, and exercise is assessed with

determinations made regarding the proper classification in the Company’s audited consolidated financial statements.

Redeemable Preferred Stock

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are aggregated.

The Company operates in one business

segment, which includes the business of research and development activities related to developing cellular cancer therapies.

The determination

of a single business segment is consistent with the financial information regularly provided to the Company’s chief operating decision

maker (“CODM”).

The Company’s CODM is its Interim President and Interim CEO, who reviews and evaluates consolidated

net income as presented in the accompanying consolidated statements of operations for purposes of assessing performance, making operating

decisions, allocating resources, and planning and forecasting for future periods.

The Company operates in one

business segment, which includes the business of research and development activities related to developing cellular cancer

The determination of a single business segment is consistent with the financial information regularly provided to the

Company’s chief operating decision maker (“CODM”).

The Company’s CODM is its President and CEO, who reviews

and evaluates consolidated net income as presented in the accompanying consolidated statements of operations for purposes of

assessing performance, making operating decisions, allocating resources, and planning and forecasting for future periods.

Refer to the accompanying consolidated statements

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Recently Adopted Accounting Pronouncements

In November 2023, FASB issued ASU 2023-07 - Segment

Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires public entities with a single reportable segment

to provide all the disclosures required by this standard and all existing segment disclosures in Topic 280 on an interim and annual basis,

including new requirements to disclose significant segment expenses that are regularly provided to the chief operating decision maker

(“CODM”) and included within the reported measure(s) of a segment's profit or loss, the amount and composition of any other

segment items, the title and position of the CODM, and how the CODM uses the reported measure(s) of a segment's profit or loss to assess

performance and decide how to allocate resources.

The guidance is effective for our annual period beginning May 1, 2024, and interim periods

The Company adopted the guidance for the annual reporting period ended April 30, 2025.

There was no impact on the Company’s

reportable segments and additional required disclosures have been included above in Segment Reporting.

New Accounting Pronouncements Effective in

Future Periods

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 the Company's annual periods

beginning May 1, 2025, and early adoption is permitted.

The Company is 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 the Company's annual periods beginning May 1, 2025 on a prospective basis, with a retrospective option,

and early adoption is permitted.

The Company is 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.

Income Taxes.

In December 2023, the FASB issued

2023-09 (“ASU 2023-09”), Improvements to Income Tax Disclosures.

The guidance is primarily intended to improve income

tax disclosure requirements by requiring (i) consistent categories and greater disaggregation of information in the rate reconciliation

and (ii) the disaggregation of income taxes paid by jurisdiction.

The guidance makes several other changes to the income tax disclosure

requirements.

The amendments in ASU 2023-09 are effective for fiscal years beginning

after December 15, 2024, with early adoption permitted, and is required to be applied prospectively with the option of retrospective application.

The Company adopted ASU 2023-09 prospectively effective May 1, 2025.

The impact of ASU 2023-09 on the Company’s consolidated

financial statements is reflected in Note 10 – Income Taxes.

New Accounting Pronouncements Effective in Future

In November 2024, the FASB issued ASU No.

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financial statements and related disclosures.

NOTE 4 – INVESTMENT IN DEBT AND EQUITY

In December 2025, the FASB issued ASU 2025-11

– Interim Reporting (Topic 270):

Narrow-Scope Improvements to improve the guidance in Topic 270, Interim Reporting, by improving

the navigability of the required interim disclosures and clarifying when that guidance is applicable.

The amendments also provide additional

guidance on what disclosures should be provided in interim reporting periods.

The guidance is effective for the Company’s interim

periods within annual reporting periods beginning after December 15, 2027.

The Company is evaluating the impact of adoption of this

standard on its financial statements and disclosures.

NOTE 4 – INVESTMENT IN DEBT AND EQUITY SECURITIES

INVESTMENT IN FEMASYS, INC.

On November 14, 2023, the Company entered into

a Securities Purchase Agreement (the “Femasys Purchase Agreement”) with Femasys Inc.

(“Femasys”), pursuant to

which it agreed to purchase 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 (collectively, the “Investment”).

The Femasys Notes accrue interest at 6.0% per annum, payable annually, and mature two years after the date of issuance.

The Femasys Warrants

expire five years from the date of issuance.

Pursuant to the terms of the Femasys Purchase

Agreement, the Company’s Interim Chief Executive Officer was appointed to the Femasys board of directors.

The convertible note receivable is not traded

in active markets and the fair value was determined using a Monte Carlo simulation.

The convertible note receivable is accounted for as

available-for-sale debt securities based on “Level 3” inputs, which consist of unobservable inputs and reflect management’s

estimates of assumptions that market participants would use in pricing the asset.

The Company elected the fair value option for the Femasys

Notes, therefore, holding gains and losses are included within change in fair value of the notes in the consolidated statement of operations.

On June 5, 2026, Femasys announced a 20

to 1 reverse stock split , resulting in reducing the Company’s holding to 34,777

shares of Femasys common stock, the share and per share amounts disclosed in Notes 4 and 5 are not reflective of this reverse stock

On November 14, 2023, the Company entered into a Securities Purchase Agreement (the “Femasys Purchase Agreement”)

with Femasys Inc.

(“Femasys”), pursuant to which it agreed to purchase from Femasys for a sum of $ 5,000,000

(i) senior unsecured convertible notes (the “Femasys Note”) 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

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 (collectively, the

“Investment”).

The Femasys Notes accrue interest at 6.0% per annum, payable annually, and mature two years after the

date of issuance.

The Series A Warrants expire five years from the date of issuance.

The Series B Warrants expired in November

Pursuant to the terms of the Femasys Purchase Agreement,

the Company’s Chief Executive Officer was appointed to the Femasys board of directors.

Subsequent to the full settlement of the

Femasys Note the Company’s Chief Executive Officer resigned from the Femasys board of directors.

The convertible note receivable is not traded in active

markets and the fair value was determined using a Monte Carlo simulation.

The convertible note receivable is accounted for as available-for-sale

debt securities based on “Level 3” inputs, which consist of unobservable inputs and reflect management’s estimates

of assumptions that market participants would use in pricing the asset.

The Company elected the fair value option for the Femasys Notes,

therefore, holding gains and losses are included within change in fair value of the notes in the consolidated statement of operations.

The Femasys Warrants are accounted for as an equity security and are valued using a Monte Carlo simulation based on “Level 3”

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statement of operations.

The Company recognized the Femasys Note and Femasys

Warrants based on their respective fair values on the issuance date of $ 1,666,000 and $ 3,334,000 , respectively.

Subsequent changes in

the fair value of the Femasys Note and Femasys Warrants will be recognized in earnings, at each reporting date.

During the years ended

April 30, 2025 and 2024, the Company recognized a gain in the fair value of the convertible note receivable of $ 941,000 and $ 1,089,000 ,

respectively, and change in fair value of the warrant assets decrease of $ 2,091,000 and an increase of $ 1,818,000 , respectively.

year decrease of $ 2,091,000 includes the expiration of the Series B Warrants in the amount of $ 1,376,000 and carries a zero value.

A Warrants remain unexercised and there were no Series B Warrants exercised prior to expiration.

See Note 14 – Fair value Measurements

for further information.

During the years ended April 30, 2025 and 2024,

the Company recognized interest income of $ 300,000

and $ 137,500 ,

respectively, from the Femasys Note.

During the year ended April 30, 2025, the interest income received of $300,000 was paid in

Femasys common stock and is presented as marketable equity securities.

As of April 30, 2025 and 2024, the Company has accrued

interest receivable of $ 137,500

and $ 137,500 ,

respectively.

On November 21, 2025, the Company received $ 5 million

in full settlement of the Femasys Note.

Additionally, for the years ended April 30, 2026 and 2025, the Company received 379,747 and 315,790 ,

shares of Femasys common stock, respectively, in full settlement of the accrued interest of $ 300,000 and $ 300,000 , respectively.

30, 2026, the Company held 695,537 shares of Femasys common stock.

During the years ended April 30, 2026 and 2025, the Company recognized

interest income of $ 162,500 and $ 300,000 , respectively, from the Femasys Note.

During the years ended April 30, 2026 and 2025, the annual

interest income received of $300,000 was paid in Femasys common stock and is presented as marketable equity securities.

As of April 30,

2026 and 2025, the Company had accrued interest receivable of $ 0 and $ 137,500 , respectively.

During the years ended April 30, 2026 and 2025, the

Company recognized a gain in the fair value of the convertible note receivable of $ 1,304,000 and $ 941,000 , respectively, and change in

fair value of the warrant assets decreases of $ 2,581,000 and $ 2,091,000 , respectively.

The April 30, 2025 decrease of $2,091,000 includes

the expiration of the Series B Warrants in the amount of $ 1,376,000 and carries a zero value.

Series A Warrants remain unexercised and

there were no Series B Warrants exercised prior to expiration.

See Note 14 – Fair value Measurements for further information.

The Femasys Note was determined to meet the definition

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Note is recognized in earnings at each reporting date.

The approximate $ 1,666,000 issuance date fair value of the Note was determined

using the Monte Carlo method with the following assumptions:

Femasys stock price of $0.93, time to expiration of 2 years, interest rate

of 6.0%, discount rate of 16.7%, risk free rate of 4.80%, equity volatility of 96.0% and probability of default of 27.0%.

30, 2025 and 2024, the fair value of the Note was $ 3,696,000 and $ 2,755,000 , respectively.

For the year ended April 30, 2025, using the

following assumptions:

stock price of $1.16, time to expiration of 0.54 years, interest rate of 6.0%, discount rate of 16.0%, risk free

rate of 4.16%, equity volatility of 72.0% and probability of default of 26.0%.

For the year ended April 30, 2024, using the following

stock price of $1.27, time to expiration of 1.54 years, interest rate of 6.0%, discount rate of 19.7%, risk free rate of

5.14%, equity volatility of 99.0% and probability of default of 27.0%.

The Warrants were determined to meet the

definition of a derivative and were required to be recorded at fair value in accordance with ASC 815.

Subsequent changes in the fair

value of the Warrants are recognized in earnings, at each reporting date.

The approximately $ 3,334,000

issuance date fair value of the Series A and B Warrants was determined utilizing the Black Scholes Merton Method with the following

Femasys stock price of $0.93, exercise price of $1.18 - $1.48, risk free rate of 4.42%-5.24%, equity volatility of

87.0%-105.0% and remaining term of 1.0-5.0 years.

As of April 30, 2025 Series A stock price was $1.16, exercise price of $1.18, risk

free rate of 3.62%, equity volatility of 89.0% and the remaining term of 3.54 years.

As of April 30, 2024, the Series A and B assumptions:

stock price of $1.27,

exercise price of $1.18 - $1.48, risk free rate of 4.75%-5.42%, equity volatility of 91.0%-103.0% and remaining term of 0.54-4.54 years.

Below is a summary of activity for the Note and

Warrants as of April 30, 2025 and 2024:

As of April 30, 2026 and 2025, the fair value of the Note was $ 0 and $ 3,696,000 ,

respectively.

For the year ended April 30, 2025, using the following assumptions:

stock price of $1.16, time to expiration of 0.54 years,

interest rate of 6.0%, discount rate of 16.0%, risk free rate of 4.16%, equity volatility of 72.0% and probability of default of 26.0%.

The Series B Warrants were determined to meet

the definition of a derivative and were required to be recorded at fair value in accordance with ASC 815.

Subsequent changes in the

fair value of the Series B Warrants are recognized in earnings, at each reporting date.

As of April 30, 2026 the Series A stock

price was $0.37, exercise price of $1.18, risk free rate of 3.82%, equity volatility of 95.0% and the remaining term 2.54 years.

of April 30, 2025 Series A stock price was $1.16, exercise price of $1.18, risk free rate of 3.62%, equity volatility of 89.0% and

the remaining term of 3.54 years.

Below is a summary of activity for the Note and Warrants

as of April 30, 2026 and 2025:

Schedule of activity for the notes and warrants

Balance of Notes as of May 1, 2023

Change in fair value

Balance of Notes as of April 30, 2024

Balance of Note as of April 30, 2024

Change in fair value

Balance of Notes as of April 30, 2025

Balance of Warrants as of May 1, 2023

Balance of Note as of April 30, 2025

Change in fair value

Settlement of note

( 5,000,000 )

Balance of Note as of April 30, 2026

Balance of Warrants as of April 30, 2024

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Balance of Warrants as of April 30, 2025

Change in fair value

( 2,581,000 )

Balance of Warrants as of April 30, 2026

MARKETABLE SECURITIES

On November 21, 2024, the Company received from

the Femasys Notes a payment in Femasys common stock for interest income in the amount of $ 300,000 .

The interest income payment was based

on the Femasys average stock price on that date of $0.95, therefore, the Company received 315,790 common stock shares.

As of April 30,

2025, the current market value of the Femasys common stock shares was $1.16 that generated an unrealized gain of $ 66,316 .

On November 21, 2025 and 2024, the Company

received payments from the Femasys Notes in Femasys common stock for interest income in the amount of $ 300,000

and $ 300,000 ,

respectively.

The interest income payments were based on the Femasys average stock price on those dates of $0.79 and $0.95,

respectively, therefore, the Company received 379,747

common stock shares, respectively.

The Company elected the fair value option on this investment.

The related unrealized loss

pertaining to this investment is recorded in other income and expense.

The value of the marketable securities was $ 254,010

and $ 366,316

on April 30, 2026 and 2025, respectively.

The Company holds a total of 695,537

common stock shares as of April 30, 2026 and 2025, respectively.

As of April 30, 2026 and 2025, the current market value of the

Femasys common stock shares was $0.37 and $1.16, respectively, that generated an unrealized loss of $ 412,306

and an unrealized gain of $ 66,316 ,

respectively.

Cost and fair value of marketable equity securities

at April 30, 2025 are as follows:

at April 30, 2026 and 2025 are as follows:

Schedule of marketable equity securities

Carrying Value

At Fair Market

Marketable securities

Equity – stock

Balance of securities as of April 30, 2024

Interest paid in shares

Change in fair market value – unrealized gain (loss)

Carrying value of securities as of April 30, 2025

Interest paid in shares

Change in fair market value – unrealized gain (loss)

Carrying value of securities as of April 30, 2026

The fair value of equity securities has been measured

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changes in valuation approaches or techniques and related inputs.

INVESTMENT IN TNF PHARMACEUTICALS, INC.

On May 20, 2024, the Company entered into a Securities

Purchase Agreement (the “SPA”) with a public company operating in the medical industry, MyMD Pharmaceuticals, Inc.

subsequently changed its name to TNF Pharmaceuticals, Inc., (“TNF”).

Pursuant to the SPA, the Company 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);

INVESTMENT IN Q/C TECHNOLOGIES, INC.

Series G Preferred Shares and Warrants

On May 20, 2024, the Company entered into a

Securities Purchase Agreement (the “Series G SPA”) with a public company operating in the medical industry, MyMD

Pharmaceuticals, Inc.

which subsequently changed its name to TNF Pharmaceuticals, Inc., and then to Q/C Technologies, Inc.

Pursuant to the original terms, prior to the adjustment described below, of the Series G SPA, the Company purchased (i) 7,000

shares of QCLS’s Series G Convertible Preferred Stock (the “Preferred Shares” or “Series G Preferred

Stock”), representing approximately 33% of QCLS’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 QCLS Common Shares (as defined below);

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

shares of TNF’s Common Stock with a five-year term (“Long-Term Warrant”);

and (iii) warrants to purchase up to 3,854,626

shares of TNF’s Common Stock with a 18-month term (“Short-Term Warrant”) (collectively, the “TNF warrants”),

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

Pursuant to the SPA, the Company has 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.

shares of QCLS Common Shares with a five-year term (“Series G Long-Term Warrant”);

and (iii) warrants to purchase

up to 3,854,626

shares of QCLS Common Shares with a 18-month term (“Series G Short-Term Warrant”) (collectively, the “QCLS

Series G Warrants”), for an aggregate purchase price of $ 7,000,000 .

In April 2025, QCLS issued securities that

caused changes to the original terms of the Series G Preferred Stock.

The conversion and exercises prices were adjusted to $0.1832

per Series G Preferred Share, the number of QCLS Series G Long-Term Warrants were adjusted to purchase 38,209,611 shares

of QCLS Common Shares and the number of QCLS Series G Short-Term Warrants were adjusted to purchase 38,209,611 shares of QCLS Common

In September 2025, in connection with the QCLS’ 1-for-100

reverse stock split and pursuant to the stock combination event adjustment provisions of the Series G Preferred Shares

and QCLS Series G Warrants, further adjusted the conversion price and the exercise price was adjusted to $3.3713 per share, the 7,000 Series G

Preferred Shares were adjusted to be convertible into 2,076,351 shares of QCLS Common Shares, and the number of QCLS Series G

Long-Term Warrants were adjusted to purchase 2,076,351 shares

of QCLS Common Shares and the number of QCLS Series G Short-Term Warrants were adjusted to purchase 2,076,351 shares

of QCLS Common Shares.

On November 23, 2025, the QCLS Series G Short-Term Warrants expired.

Pursuant to the SPA, the Company has the right to

participate in future sales of QCLS’s equity and equity-linked securities until the second anniversary of the Closing or the date

on which no QCLS Preferred Shares remain outstanding, whichever is earlier.

Additionally, the Company has the right to nominate one individual

to serve on TNF’s board of directors until PharmaCyte no longer beneficially owns at least 20% of TNF’s common stock on an

as-converted basis.

The Company’s Interim Chief Executive Officer serves on the board of directors of TNF.

The Company has determined that TNF is a VIE,

since TNF does not have sufficient equity at risk to finance its own operations without additional subordinated financial support.

the Company has determined that it is not the primary beneficiary of TNF.

Furthermore, TNF’s Series G Preferred Stock is not considered

to serve on QCLS’s board of directors until PharmaCyte no longer beneficially owns at least 20% of QCLS Common Shares on

an as-converted basis.

The Company’s Chief Executive Officer serves on the board of directors of QCLS and is the QCLS Chief Executive

The Company has determined that QCLS is a VIE, since

QCLS does not have sufficient equity at risk to finance its own operations without additional subordinated financial support.

the Company has determined that it is not the primary beneficiary of QCLS.

Furthermore, QCLS’s Series G Preferred Stock is not considered

in substance common stock, and as such, equity method accounting does not apply.

The Company recorded its investment in TNF Series G Preferred

Stock at its fair value of approximately $ 17,410,000 on May 23, 2024 as the Company did not elect the measurement alternative to account

for the investment at cost less impairment.

Subsequent changes in fair value of the TNF Series G Preferred Stock are recognized in earnings

at each reporting period.

The initial fair value of the TNF Series G Preferred Stock was estimated utilizing a Monte Carlo simulation

with the following assumptions:

TNF stock price of $2.00, price floor of $0.40, expected time to settlement of 5.00 years, dividend rate

of 10%, discounted market interest rate of 9.8%, risk free rate of 4.52%, equity volatility of 115.0% and probability of default of 18.3%.

The Warrants were determined to meet the definition

of a derivative and were required to be recorded at fair value in accordance with ASC 815.

Subsequent changes in the fair value of the

Warrants are recognized in earnings, at each reporting date.

The approximately $ 10,986,000 issuance date fair value of the Warrants was

determined utilizing the Black Scholes Merton Method with the following assumptions:

TNF stock price of $2.00, exercise price of $1.82,

risk free rate of 4.52%-5.05%, equity volatility of 115.0%-125.0% and remaining term of 1.5-5.0 years.

As the fair value of the TNF Series

G Preferred Stock and Warrants exceeded the Company’s total investment in TNF, the Company recognized an approximately $ 21,396,000

gain on investment on the condensed consolidated statements of operations for the excess of the fair value of the Warrants over the investment

On April 11, 2025, TNF, in connection with an issuance

of stock options to certain TNF officers, the Series G conversion price was adjusted to $0.1832 per share pursuant to the full ratchet

anti-dilution provisions in the Certificate of Designations and the Series G exercise price was adjusted to $0.1832 per share and the

number of shares of common stock issuable upon exercise of such warrants was adjusted proportionally pursuant to the full ratchet anti-dilution

provisions contained in the applicable warrants.

As of April 30, 2025, there were 38,209,611 short-warrants and 38,209,611 long-term

The Company recorded its investment in QCLS Series G

Preferred Stock at its fair value and subsequent changes in fair value are recognized in earnings at each reporting period.

The investment

date fair value of the Series G Preferred Stock was estimated utilizing a Monte Carlo simulation.

The QCLS Series G Warrants were determined to

meet the definition of a derivative and were required to be recorded at fair value in accordance with ASC 815.

Subsequent changes in

the fair value of the QCLS Series G Warrants are recognized in earnings, at each reporting date.

The issuance date fair value of the

QCLS Series G Warrants was determined utilizing the Black Scholes Merton Method.

The Series G Preferred Stock shares include a

10% dividend, the Company has elected to receive the shares as Payment in Kind (“PIK”).

As of April 30, 2025, the Company

owns 7,831 Series G Preferred Stock shares of which 831 shares relate to accrued dividends.

During the year ending April 30, 2025, the Company

recognized a gain for the change in fair value of the TNF Series G Preferred Stock of approximately $ 5,063,950 .

10% dividend, which are payable in cash or shares of QCLS Series G Preferred Stock at the Company’s option, and the Company

has elected to receive a combination of shares of the QCLS Preferred Stock as Payment in Kind (“PIK”) and cash value,

which the Company expects to convert into shares of QCLS Common Shares pursuant to the terms of the QCLS Series G Preferred

Stock’s Certificate of Designations.

As of April 30, 2026 and 2025 the Company owned 8,583

and 7,831 shares

of QCLS Series G Preferred Stock shares, respectively which includes the receipt of 752

shares of QCLS Series G Preferred Stock, during the years ended April 30, 2026 and 2025, respectively.

During the year

ended April 30, 2026, the Company recorded accrued dividends receivable and dividend income of $ 240,766 .

During the year ending April 30, 2026, the

Company recognized a loss of $ 8,708,000

for the change in fair value of the QCLS Series G Preferred Stock.

The $ 13,766,000

fair value of the QCLS Series G Preferred Stock was estimated utilizing a Monte Carlo simulation with the following assumptions on

April 30, 2026 (the per share amounts are post reverse stock split):

QCLS stock price of $3.75, price floor of $36.40, expected time

to settlement of one year, dividend rate of 10.0%, discount market interest rate of 16.7%, risk free rate of 3.72%, equity

volatility of 130.0% and probability of default of 6.0%.

During the year ending April 30, 2025, the

Company recognized a gain of approximately $ 5,063,950 ,

for the change in fair value of the QCLS Series G Preferred Stock.

The approximately $ 22,474,000

fair value of the TNF Series G Preferred Stock was estimated utilizing a Monte Carlo simulation with the following assumptions on April

TNF stock price of $0.19, price floor of $0.36, expected time to settlement of 5.00 years, dividend rate of 10.0%, discount

market interest rate of 17.6%, risk free rate of 3.72%, equity volatility of 105.0% and probability of default of 47%.

The Company recognized

a loss for the change in fair value of the TNF Warrants of approximately $ 2,367,684 .

The approximately $ 8,618,000 fair value of the Warrants

was determined utilizing the Black Scholes Merton Method with the following assumptions on April 30, 2025:

TNF stock price of $0.19, exercise

price of $0.18, risk free rate of 3.65%-4.14%, equity volatility of 115.0%-130.0% and remaining term of 0.57-4.07 years.

Below is a summary of activity for the Series

G Preferred Stock as of April 30, 2025:

fair value of the QCLS Series G Preferred Stock was estimated utilizing a Monte Carlo simulation with the following assumptions on

April 30, 2025 (the per share amounts are pre reverse stock split):

QCLS stock price of $0.19, price floor of $0.36, expected time to settlement of 5.00 years, dividend rate of 10.0%,

discount market interest rate of 17.6%, risk free rate of 3.72%, equity volatility of 105.0% and probability of default of 47%.

During the year ended April 30, 2026, a

change in estimate was recorded for the QCLS Series G Preferred Stock expected term to settlement from five-years to one-year.

change in estimate was accounted for prospectively beginning in the fourth quarter of the fiscal year.

The change in accounting

estimate resulted in a decrease in the fair value of the QCLS Series G Preferred Stock of $1,887,000.

The resulting change in

accounting estimate negatively impacted other income (expense), net income (loss) and net income (loss) attributable to common

stockholders in the amount of $1,887,000.

The impact on basic and diluted earnings per share was a reduction of $0.23 per share,

from a loss per share of $2.54 to a loss per share of $ 2.77 ,

with a corresponding net loss attributable to common stockholders of $21,319,372 and $ 23,206,372 , respectively.

During the year ending April 30, 2026, the

Company recognized a loss of $ 2,602,000

for the change in fair value of the QCLS Series G Warrants.

The $ 6,016,000

fair value of the QCLS Series G Warrants was determined utilizing the Black Scholes Merton Method with the following assumptions on

April 30, 2026 (the per share amounts are post reverse stock split):

QCLS stock price of $3.75, exercise price of $3.3713, risk free rate of 3.84%, equity volatility of 130.0% and

remaining term of 3.07 years.

During the year ending April 30, 2025, the

Company recognized a gain of approximately $ 2,367,684

for the change in fair value of the QCLS Series G Warrants.

The approximately $ 8,618,000

fair value of the QCLS Series G Warrants was determined utilizing the Black Scholes Merton Method with the following assumptions on

April 30, 2025 (the per share amounts are pre reverse stock split):

QCLS stock price of $0.19, exercise price of $0.18, risk free rate of 3.65%-4.14%, equity volatility of

115.0%-130.0% and remaining term of 0.57-4.07 years.

Below is a summary of activity for the QCLS Series

G Preferred Stock during the years ended April 30, 2026 and 2025:

Schedule of activity for series

G preferred stock and preferred

stock warrants

G preferred stock and warrants

Balance of Series G Preferred Stock as of April 30, 2024

1 unchanged sentence

Balance of Series G Preferred Stock as of April 30, 2025

Below is a summary of activity for the Preferred

Stock Warrants as of April 30, 2025:

Change in fair value

( 8,708,000 )

Balance of Series G Preferred Stock as of April 30, 2026

Below is a summary of activity for the QCLS Series

G Warrants during the years ended April 30, 2026 and 2025:

Balance of Warrant assets as of April 30, 2024

2 unchanged sentences

Balance of Warrant assets as of April 30, 2025

Change in fair value includes expiration of short-term warrants of $ 2,917,000

( 2,602,000 )

Balance of Warrant assets as of April 30, 2026

Series H Preferred Shares and Warrants

On September 2, 2025, the Company entered into a Securities

Purchase Agreement (the “Series H SPA”) with QCLS.

Pursuant to the Series H SPA, the Company purchased (i) 3,000 shares of

QCLS’s Series H Convertible Preferred Stock (the “Series H Preferred Shares” or “Series H Preferred Stock”),

at a stated value of $1,000 per Series H Preferred Share, with an initial conversion price of $5.00 which were initially convertible into

600,000 shares of QCLS Common Shares ;

(ii) warrants to purchase up to 600,000 shares of QCLS’s Common Shares with a five-year term

(“QCLS Series H Warrant”), for a total purchase price of $ 3,000,000 .

In September 2025, in connection with the QCLS’

1-for-100 reverse stock split and pursuant to the stock combination event adjustment provisions of the Series H Preferred Shares and QCLS

Series H Warrants, the conversion price and the exercise price was adjusted to $ 3.3713 per share, the 3,000 Series H Preferred Shares were

adjusted to be convertible into 889,864 shares of QCLS Common Shares and the number of QCLS Series H Warrants was adjusted to purchase

889,864 shares of QCLS Common Shares.

The Series H Preferred Stock is not considered in

substance common stock, and as such, the equity method of accounting does not apply.

The Company recorded its investment in Series H Preferred

Stock at its fair value as the Company did not elect the measurement alternative to account for the investment at cost less impairment.

Subsequent changes in fair value of the Series H Preferred Stock are recognized in earnings at each reporting period.

The initial fair

value of the Series H Preferred Stock of $ 3,483,000 was estimated utilizing a probability-weighted scenario model, with the following

the fair value of QCLS Common Shares of $3.61 , estimated equity volatility of 100.0% , the time to maturity of 1.49 years , the redemption

premium of 106% , the liquidation premium of 125%, the conversion price of $5.00 per share, a market interest rate of 19.51% , a risk-free

rate of 3.61% , and dividend rate of 7.00% .

The QCLS Series H Warrants were determined to meet

the definition of a derivative and were required to be recorded at fair value in accordance with ASC 815.

Subsequent changes in the fair

value of the QCLS Series H Warrants are recognized in earnings, at each reporting date.

The issuance date fair value of the QCLS Series

H Warrants of $ 1,606,000 was determined utilizing the Black Scholes Merton Method using the following inputs:

the fair value of QCLS Common Shares of $3.61 , exercise price of $5.00 ;

dividend yield of 0% ;

remaining term of 5.00 years ;

equity volatility of 105.0% ;

a risk-free interest rate of 3.59% .

The total aggregated fair value of the QCLS Series

H Preferred Stock and the QCLS Series H Warrants of $ 5,089,000 exceeded the total purchase price of $ 3,000,000 by $ 2,089,000 , which was

recognized as a gain on investment in QCLS on the consolidated statement of operations for the year ended April 30, 2026.

During the year ended April 30, 2026, the Company

recognized a gain on the change in fair value of the Series H Preferred Stock of $ 976,000 .

The $ 4,459,000 fair value of the Series H Preferred

Stock was estimated utilizing a probability-weighted scenario model, with the following inputs on April 30, 2026:

the fair value of QCLS

Common Shares of $3.75 , estimated equity volatility of 135.0% , the time to maturity of 0.84 years , the redemption premium of 106% , the

liquidation premium of 125%, the conversion price of $3.3713 per share, a market interest rate of 20.57% , a risk-free rate of 3.65% , and

dividend rate of 7.00% .

During the year ended April 30, 2026, the Company

recognized a gain of $ 1,223,000 , respectively, related to the change in the QCLS Series H Warrants fair value.

The $ 2,829,000 fair value

of the QCLS Series H Warrants was determined utilizing a Black Scholes Merton model with the following assumptions on April 30, 2026:

the fair value of QCLS Common Shares of $3.75 , exercise price of $3.3713 , risk free rate of 3.91% , equity volatility of 130.0% , and

remaining term of 4.35 years .

The Company has determined that QCLS is a VIE, as

QCLS does not have sufficient equity at risk to finance its own operations without additional subordinated financial support.

the Company has determined that it is not the primary beneficiary of QCLS.

Below is a summary of activity for the Series H Preferred

Stock during the year ended April 30, 2026:

Schedule of activity for series H

preferred stock and warrants

Balance of Series H Preferred Stock as of April 30, 2025

Initial fair value of investment Series H Preferred Shares

Change in fair value

Balance of Series H Preferred Stock as of April 30, 2026

Below is a summary of activity for the QCLS Series

H Warrants during the year ended April 30, 2026:

Balance of QCLS Series H Warrant assets as of April 30, 2025

Initial fair value of investment in of QCLS Series H Warrants

Change in fair value

Balance of QCLS Series H Warrant assets as of April 30, 2026

NOTE 5 – ACCRUED EXPENSES

Accrued expenses at April 30, 2025 and 2024 are

summarized below:

Accrued expenses at April 30, 2026 and 2025 are summarized

Schedule of accrued expenses

6 unchanged sentences

Total – current portion

See Note 9 – Commitments and Contingencies

for additional information on the legal settlement.

See Note 9 – Commitments and Contingencies for

additional information on the legal settlement.

NOTE 6 – STOCK OPTIONS AND WARRANTS

2021 Equity Incentive Plan

Effective June 30, 2021, the Company implemented

the 2021 Equity Incentive Plan (“2021 Equity Plan”) as approved by the Company’s stockholders.

The 2021 Equity Plan

is administered by the Compensation Committee of the Board and has 166,667 shares authorized under this plan.

The 2021 Equity Plan can

issue various types of awards, as follows:

stock options, stock appreciation rights, restricted stock, restricted stock units, and cash

or other stock-based awards.

The 2021 Equity Plan is available to be issued to employees, directors, consultants, and other individuals

who provide services to the Company.

An incentive stock options (“ISOs”) can only be granted to employees and shall not exceed

10-years (5-years in the case of ISOs granted to any 10% shareholder).

As of April 30, 2025, there are 152,594 shares remaining available

under this plan.

Effective June 30, 2021, the Company implemented the

2021 Equity Incentive Plan (“2021 Equity Plan”) as approved by the Company’s stockholders.

The 2021 Equity Plan is administered

by the Compensation Committee of the Board and has 166,667 shares authorized under this plan.

The 2021 Equity Plan can issue various types

of awards, as follows:

stock options, stock appreciation rights, restricted stock, restricted stock units, and cash or other stock-based

The 2021 Equity Plan is available to be issued to employees, directors, consultants, and other individuals who provide services

to the Company.

An incentive stock options (“ISOs”) can only be granted to employees and shall not exceed 10-years (5-years

in the case of ISOs granted to any 10% shareholder).

As of April 30, 2026, there are 154,596 shares remaining available under this plan.

2022 Equity Incentive Plan

1 unchanged sentence

the 2022 Equity Incentive Plan (“2022 Equity Plan”) as approved by the Company’s stockholders.

The 2022 Equity Plan

is administered by the Compensation Committee of the Board and has 2,750,000 shares authorized under this plan.

The 2022 Equity Plan can

issue various types of awards, as follows:

stock options, stock appreciation rights, restricted stock, restricted stock units, and cash

or other stock-based awards.

The 2022 Equity Plan is available to be issued to employees, directors, consultants, and other individuals

who provide services to the Company.

An incentive stock options (“ISOs”) can only be granted to employees and shall not exceed

10-years (5-years in the case of ISOs granted to any 10% shareholder).

As of April 30, 2025, there are 1,595,040 shares remaining available

under this plan.

In October 2025, the

Company held a special meeting of stockholders (the “2025 Special Meeting”).

At the 2025 Special Meeting, the stockholders

of the Company approved an amendment to the 2022 Equity Plan which, among other things, increased the number of shares of common stock

available for grant under the 2022 Equity Plan by 2,250,000 .

In March 2026, at the Company’s annual stockholders meeting, the stockholders

of the Company approved an amendment to the 2022 Equity Plan which, among other things, increased the number of shares of common stock

available under the 2022 Equity Plan by 2,000,000 .

The 2022 Equity Plan is administered by the Compensation Committee of the Board and

has 7,000,000 shares authorized under this plan.

The 2022 Equity Plan can issue various types of awards, as follows:

stock options, stock

appreciation rights, restricted stock, restricted stock units, and cash or other stock-based awards.

The 2022 Equity Plan is available

to be issued to employees, directors, consultants, and other individuals who provide services to the Company.

An incentive stock options

(“ISOs”) can only be granted to employees and shall not exceed 10-years (5-years in the case of ISOs granted to any 10% shareholder).

As of April 30, 2026, there are 4,970,040 shares remaining available under this plan.

Stock Options

The fair value of the Employee Options at the

date of grant was estimated using the Black-Scholes-Merton option-pricing model, based on the following weighted average assumptions:

The fair value of the Employee Options at the date

of grant was estimated using the Black-Scholes-Merton option-pricing model, based on the following weighted average assumptions:

Schedule of assumptions for options

4 unchanged sentences

Expected dividend yield

The Company’s computation of expected volatility

for the year ended April 30, 2025 is based on the Company’s historical basis volatility and on selected guideline companies historical

weekly basis volatility for the year ended April 30, 2024.

For stock option grants issued during the years ended April 30, 2025 and 2024,

the Company used a calculated volatility for each grant.

The Company lacks adequate information about the exercise behavior now and has

determined the expected term assumption under the simplified method provided for under ASC 718, which averages the contractual term of

the Company’s stock options of ten years with the average vesting term of six months.

The dividend yield assumption of zero is based

upon the fact the Company has never paid cash dividends and presently has no intention of paying cash dividends.

The risk-free interest

rate used for each grant is equal to the U.S.

Treasury rates in effect at the time of the grant for instruments with a similar expected

A summary of the Company’s stock option

activity and related information for the years ended April 30, 2025 and 2024 is shown below:

The Company’s computation of expected

volatility for the years ended April 30, 2026 and 2025 is based on the Company’s historical basis volatility.

For stock option

grants issued during the year ended April 30, 2025, the Company used a calculated volatility for each grant.

The Company lacks

adequate information about the exercise behavior now and has determined the expected term assumption under the simplified method

provided for under ASC 718, which averages the contractual term of the Company’s stock options of ten years with the average

vesting term of six months.

The dividend yield assumption of zero is based upon the fact that the Company has never paid cash

dividends and presently has no intention of paying cash dividends.

The risk-free interest rate used for each grant is equal to the

Treasury rates in effect at the time of the grant for instruments with a similar expected life.

A summary of the Company’s stock option activity

and related information for the years ended April 30, 2026 and 2025 is shown below:

Schedule of stock option activity

5 unchanged sentences

Exercisable, April 30, 2026

The Company recorded $ 478,637 and $ 674,693 of

stock-based compensation related to the issuance of options to certain officers and directors in exchange for services during the years

ended April 30, 2025 and 2024, respectively.

At April 30, 2025, there remained $ 236,055 unrecognized compensation expense related to unvested

granted to director and are scheduled to vest in April 2026.

The Company recorded $ 236,056 and $ 478,637 of stock-based

compensation related to the issuance of options to certain officers and directors in exchange for services during the years ended April

30, 2026 and 2025, respectively.

At April 30, 2026, there remained $ 0 unrecognized compensation expense related to unvested granted to

The aggregate intrinsic value of vested outstanding

options as of April 30, 2026 was $ 0 .

Pursuant to the Private Placement (as defined

below), the Company issued investors Warrants (as defined below) to purchase 8,750,000 shares of Common Stock, with an exercise price

of $ 4.00 per share (subject to adjustment), for a period of five years from the date of issuance.

For more information on the Private

Placement, see “Note 11 – Preferred Stock”.

The Warrants were determined to be subject to

liability classification as they are considered to be indexed to the Company’s own stock but fail to meet the requirements for

Restrictive Stock Units

On December 11, 2025, the Company granted

restricted stock units (the “RSUs”) to the Board of Directors.

The directors were granted a total of 875,000

shares of the Company’s common stock valued at $ 892,500 ,

recorded as stock-based compensation expense in G&A.

The shares vested upon issuance and there were no RSUs unvested at April

30, 2026 and 2025.

The RSUs were priced at $1.02 per share, the closing price on the grant date.

The Company initiated a share buyback

shares for $ 401,625

and given to the directors to assist with the income tax effect of granting of the RSUs.

The result was the net shares provided to

the directors totaled 481,250 shares.

Series B Warrant

Pursuant to the Private Placement (as defined below),

the Company issued investors Series B Warrants (as defined below) to purchase 8,750,000 shares of Common Stock, with an exercise

price of $ 4.00 per share (subject to adjustment), for a period of five years from the date of issuance.

For more information on the

Private Placement, see “Note 12 – Preferred Stock”.

In connection with the Series C Private Placement (as defined herein),

in August 2025, the exercise price of the Series B Warrants was adjusted to $ 0.95 per share and the number of shares of Common Stock issuable

upon exercise of the Series B Warrants was adjusted proportionally to 36,780,161 pursuant to the full ratchet anti-dilution provisions

contained therein.

The Series B Warrants were determined to be subject

to liability classification as they are considered to be indexed to the Company’s own stock but fail to meet the requirements for

equity classification in accordance with ASC 815.

As such, the Company recorded the Warrants as a liability at fair value with subsequent

changes in fair value recognized in earnings.

The Company utilized the Black-Scholes-Merton Model to calculate the value of the Warrants

issued during the years ended April 30, 2025 and 2024.

The fair value of the Warrants of approximately $ 14,127,000 ,

respectively, was estimated at the date of issuance using the fair value of our common stock of $2.74 on the issuance date and was based

on the following weighted average assumptions:

As such, the Company recorded the Series B Warrants as a liability at fair value with

subsequent changes in fair value recognized in earnings.

The Company utilized the Black-Scholes-Merton Model to calculate the value of

the Series B Warrants issued on May 10, 2023.

During the year ended April 30, 2026, the Company

received Series B exercise notices totaling 1,100,000 shares.

The exercises resulted in the Company received cash in the amount of $ 1,046,760

and a reduction in the warrant liability of $ 599,135 .

Following the exercises the Company has 35,680,160 Series B Warrant shares remaining.

During years ended April 30, 2026 and 2025, the

Company recorded a loss of approximately $ 7,844,100

and a gain of approximately $ 10,446,000 ,

respectively, related to the change in fair value of the warrant liability which is recorded in other income on the consolidated

statements of operations.

The fair value of the Series B Warrants of $ 7,583,000 and

$ 338,000 were

estimated at April 30, 2026 and 2025, respectively, utilizing the Black-Scholes-Merton Model using the fair value of the

Company’s common stock of $0.72 and $1.24, respectively, the exercise price of $ 0.95

respectively, the number of warrants outstanding of 35,680,160

and 8,750,000 ,

respectively, and the following weighted average assumptions:

dividend yield 0%;

remaining term of 2.03 and 3.03 years,

respectively;

equity volatility of 65.0% and 40.0%;

and a risk-free interest rate of 3.81% and 3.52%, respectively.

Settlement Warrants

In connection with the Settlement Agreement, as defined

on Note 9 – Commitments and Contingencies, on May 16, 2025, the Company issued warrants (“First Warrant Issuance”) to

purchase 343,183 shares of Common Stock with an exercise price of $4.00 per share and a term of five years from the issuance date.

October 29, 2025, the Company issued additional warrants (“Additional Warrants”, and collectively with the First Warrant Issuance,

the “Settlement Warrants”) to purchase 313,067 shares of the Company’s common stock with an exercise price of $4.00

per share and a term of five years from the issuance date.

In connection with the Series C Private Placement (as defined herein), in August

2025, the exercise price of the Settlement Warrants was adjusted to $0.95 per share and the number of shares of Common Stock issuable

upon exercise Settlement Warrants was adjusted proportionally to 2,758,511 pursuant to the full ratchet anti-dilution provisions contained

in their respective agreements.

The Settlement Warrants were determined to be subject

to liability classification.

As such, the Company recorded the Settlement Warrants as a liability upon issuance at their fair value with

subsequent changes in fair value recognized in earnings.

The Company utilized the Black-Scholes-Merton Model

to calculate the value of the Settlement Warrants issued during the year ended April 30, 2026.

The fair value of the First Warrant Issuance of approximately

$ 199,000 was estimated at May 16, 2025 (the date of issuance) using the fair value of the Company’s common stock of $1.06 on the

issuance date as well as the following input assumptions:

expected dividend yield of 0%;

expected term of 5.0 years;

equity volatility

and a risk-free interest rate of 4.1%.

The fair value of the Additional Warrants of approximately

$ 164,000 was estimated at July 29, 2025 (the date of issuance) using the fair value of the Company’s common stock of $ 1.02 on the

issuance date as well as the following input assumptions:

expected dividend yield of 0%;

expected term of 5.0 years;

equity volatility

and a risk-free interest rate of 3.9%.

During the year ended April 30, 2026, the Company

recorded a gain on legal settlement of $ 106,000 which represents the difference between the estimated fair value of the Settlement Warrants

recognized during the year ended April 30, 2025 totaling $ 469,000 and their issuance date fair values totaling $ 363,000 .

Commitment and Contingencies – Legal Proceedings.

During the year ended April 30, 2026, the Company

recorded a loss $ 358,000 related to the change in fair value of the warrant liability associated with the Settlement Warrants which is

recorded in other income (expense) on the consolidated statements of operations.

The fair value of the Settlement Warrants of $ 721,000

was estimated at April 30, 2026 utilizing the Black-Scholes-Merton Model using the fair value of the Company’s common stock of $0.72

and was based on the following weighted average assumptions:

expected dividend yield of 0%;

expected term of 4.14 years;

equity volatility

and a risk-free interest rate of 4.0%.

Series C Preferred Warrants

On August 17, 2025, the Company entered into a Securities

Purchase Agreement (the “Series C Private Placement Agreement”) with certain accredited investors (the “Investors”),

pursuant to which it agreed to sell in a private placement to the Investors warrants to acquire up to an aggregate of 7,000,000 shares

of Common Stock, collectively, the (“Series C Preferred Warrants”), with an exercise price of $ 1.00 per share (subject to adjustment),

for a period of five years from the date of issuance.

The Series C Private Placement Agreement closed on August 19, 2025.

The Series C Preferred Warrants were determined

to be subject to liability classification as they are considered to be indexed to the Company’s own stock but fail to meet the

requirements for equity classification in accordance with ASC 815.

As such, the Company recorded the Series C Preferred Warrants as

a liability at fair value with subsequent changes in fair value recognized in earnings.

The fair value of the Series C Preferred

Warrants of $ 5,220,000

was estimated at August 19, 2025, utilizing the Black-Scholes-Merton Model using the fair value of the Company’s common stock

of $1.01 and the following weighted average assumptions:

dividend yield of 0%;

remaining term of 5.00 years;

equity volatility of

and a risk-free

interest rate of 3.37%.

Transaction costs incurred attributable to the

issuance of the Warrants of approximately $ 913,640 were immediately expensed and were included in general and administrative expense in

the accompanying Consolidated Statements of Operations during the year ended April 30, 2024.

During the years ended April 30, 2025 and 2024,

the Company recorded gains of approximately $ 10,446,000 and $ 3,343,000 , respectively, related to the change in fair value of the warrant

liability which is recorded in other income (expense) on the Consolidated Statements of Operations.

The fair value of the Warrants of

$ 338,000 and $ 10,784,000 were estimated at April 30, 2025 and 2024, respectively, utilizing the Black-Scholes-Merton Model using the fair

value of our common stock of $1.24 and $2.12, respectively, and the following weighted average assumptions:

and a risk-free interest rate of 3.75%.

During the year ended April 30, 2026, the

Company recorded a gain of $ 3,456,000

related to the change in fair value of the warrant liability associated with the Series C Preferred Warrants which is recorded in

other income on the consolidated statements of operations.

The fair value of the Series C Preferred Warrants of $ 1,764,000

was estimated at April 30, 2026, utilizing the Black-Scholes-Merton Model using the fair value of the Company’s common stock

of $0.72 and the following weighted average assumptions:

dividend yield 0%;

term of 3.03 and 4.03 years, respectively;

equity volatility of 40.0% and 95.0%;

and a risk-free interest rate of 3.52 % and 4.79%, respectively.

remaining term of 4.30 years;

equity volatility of

and a risk-free interest rate of 3.90%.

Placement Agent Warrants

In connection with the Series C Private Placement

Agreement, the Company also issued warrants to purchase up to an aggregate of 560,000 shares of the Common Stock as compensation to placement

agents for services rendered (the “Series C Placement Agent Warrants”).

The Series C Placement Agent Warrants are classified

as a contingently redeemable warrant in accordance with ASC 718, as it was determined that the warrants were not precluded from equity

classification under that guidance, but could be settled in cash or other assets in the event that another person or entity becomes the

beneficial owner of 50% of the outstanding shares of the Common Stock.

The Series C Placement Agent Warrants were thus classified

in temporary equity on the Company’s consolidated balance sheets as of August 19, 2025 pursuant to ASC 480-10-S99-3A.

The fair value of the Series C Placement Agent

Warrants of $ 417,000

was estimated at August 19, 2025, utilizing the Black-Scholes-Merton Model using the fair value of the Company’s common stock

of $1.01 and the following weighted average assumptions:

dividend yield of 0%;

remaining term of 5.00 years;

equity volatility of

and a risk-free interest rate of 3.75%.

The fair value of the Series C Placement Agent Warrants was expensed as incurred and

was recorded in Series C Preferred Stock and Series C Preferred Warrants issuance costs on the consolidated statement of operations

for the year ended April 30, 2026.

A summary of the Company’s warrant activity

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Schedule of warrant activity

Exercise Price Per Share

Remaining Contractual Term In Years

Weighted Average Exercise Price Per

Weighted Average

Contractual Term In Years

Outstanding, April 30, 2024

Outstanding, April 30, 2025

Issued - Series B Warrants and Settlement Warrants adjusted

( 1,100,000 )

Outstanding, April 30, 2026

Exercisable, April 30, 2026

7 – INTANGIBLE ASSETS

NOTE 7 – INTANGIBLE ASSETS

The Company performs an annual analysis of impairment

of the indefinite-lived assets at its fiscal year end as well as when a triggering event may have occurred.

As of April 30, 2025 and

2024, the intangible asset held by the Company relates to an IPR&D asset, the cells producing cytochrome P450, used in the treatment

of pancreatic cancer with a carrying value in the amount of $ 1,549,427 .

As of April 30, 2025 and 2024, the Company determined there was no impairment of the intangible asset.

As of April 30, 2024, the Company concluded that the diabetes licensed

asset technology would likely not prove to be a viable technique for the production of insulin producing cells and the treatment of diabetes.

The Company believes that a buyer of this technology would ascribe a de minimis value to this asset.

Therefore, it was determined that

as of April 30, 2024 there should be a full impairment of the $2,000,000 carrying value.

As of April 30, 2025, the

intangible asset held by the Company relates to an IPR&D asset, the cells producing cytochrome P450, used in the treatment of pancreatic

cancer with a carrying value in the amount of $ 1,549,427 .

As of April 30, 2026, the Company concluded that the IPR&D asset does not

meet the requirements to continue the carrying value of the asset.

The Company believes that a buyer of this technology would ascribe

a de minimis value to this asset.

Therefore, it was determined that as of April 30, 2026, there should be a full impairment of the $1,549,427

carrying value.

Schedule of intangible assets

Balance, April 30, 2024

( 2,000,000 )

Balance, April 30, 2025

( 1,549,427 )

Balance, April 30, 2026

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and $ 16,000 , respectively.

The Company’s Interim Chief Executive Officer was appointed to

the Femasys board of directors, see Note 4 – Investments in Debt and Equity Securities.

The Company’s Interim Chief Executive Officer is on the board

directors of TNF, see Note 4 – Investment in Debt and Equity Securities.

The Company’s Chief Executive Officer was appointed

to the Femasys board of directors, see Note 4 – Investments in Debt and Equity Securities.

During the year ended April 30, 2026,

the Chief Executive Officer resigned his position on the Femasys board of directors.

The Company’s Chief Executive Officer is

on the board directors of QCLS and serves as their Chief Executive Officer, see Note 4 – Investment in Debt and Equity

NOTE 9 – COMMITMENTS AND CONTINGENCIES

The Company acquires assets still in

development and enters R&D arrangements with third parties that often require milestone and royalty payments to the third-party

contingent upon the occurrence of certain future events linked to the success of the asset in development.

Milestone payments may be

required, contingent upon the successful achievement of an important point in the development lifecycle of the pharmaceutical

product (e.g., approval of the product for marketing by a regulatory agency).

If required by the license agreements, the Company may

have to make royalty payments based upon a percentage of the sales of the pharmaceutical products if regulatory approval for

marketing is obtained.

For the years ended April 30, 2025 and 2024, the company expensed $ 438,416

and $ 407,431 , respectively, in

research and development expenses within the accompanying consolidated statements of operations.

The Company acquires assets still in development and

enters R&D arrangements with third parties that often require milestone and royalty payments to the third-party contingent upon the

occurrence of certain future events linked to the success of the asset in development.

Milestone payments may be required, contingent

upon the successful achievement of an important point in the development lifecycle of the pharmaceutical product (e.g., approval of the

product for marketing by a regulatory agency).

If required by the license agreements, the Company may have to make royalty payments based

upon a percentage of the sales of the pharmaceutical products if regulatory approval for marketing is obtained.

For the years ended April

30, 2026 and 2025, the company expensed $ 391,301 and $ 438,416 , respectively, in research and development expenses within the accompanying

consolidated statements of operations.

There have been no recognized costs related to royalty payments.

There are future royalty payments as follows:

Four percent royalty on all gross sales received by us or our affiliates;

Twenty percent royalty on gross revenues received by us or our affiliates from a sublicense or right to use the patents or the licenses granted by us or our affiliates;

Fifty percent of any other financial and non-financial consideration

received from sublicensees of the Cell-in-a-Box® technology;

royalty on all gross sales received by us or the Company’s affiliates;

Twenty percent royalty on gross revenues received by us or the Company’s

affiliates from a sublicense or right to use the patents or the licenses granted by the Company or the Company’s affiliates;

Fifty percent of any other financial and non-financial consideration received

from sublicensees of the Cell-in-a-Box® technology;

The removal of all milestone payments.

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agreement in Laguna Hills, California.

Rent expenses for these offices for the years

ended April 30, 2025 and 2024 were $ 28,335 and $ 29,546 , respectively.

With the month-to-month office rental agreements

there are no aggregate future minimum lease payments required to be made.

Rent expenses for these offices for the years ended

April 30, 2026 and 2025 were $ 28,374 and $ 28,335 , respectively.

With the month-to-month office rental agreements there

are no aggregate future minimum lease payments required to be made.

Service Agreements

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Settlement of Legal Complaint Agreement

From time to time, the Company is subject to

legal proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business.

While the outcome of potential

claims cannot be predicted with certainty, the Company does not believe that the outcome of any potential claims will have a material

adverse effect on our financial condition or operating results.

From time to time, the Company is subject to legal

proceedings and claims, either asserted or unasserted, that arise in the ordinary course of business.

While the outcome of potential claims

cannot be predicted with certainty, the Company does not believe that the outcome of any potential claims will have a material adverse

effect on the Company’s financial condition or operating results.

On May 16, 2025, the Company entered into a settlement

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any liability, fault or wrongdoing on the part of all parties.

The Settlement Agreement required the Company to pay $ 1.55

million, comprised of an initial payment of $ 1.25

million and twelve

equal payments of $ 25,000

beginning on the one-month anniversary of the initial payment.

On May 16, 2025, the Company also issued warrants “(First Warrant

Issuance”) to purchase 343,183

shares of the Company’s common stock with an exercise price of $4.00 per share with a term of five years from the issuance date.

The Company has the option to pay $226,254 or issue additional warrants (“Additional Warrants”) to purchase 313,067

shares of the Company’s common stock with an exercise price of $4.00 per share with a term of five years prior to the issuance

date of this Annual Report on Form 10-K.

The Company elected to issue the additional warrants with an effective date of July 29, 2025.

The Company estimated the fair value of the First

Warrant Issuance and the Additional Warrant Issuance as of April 30, 2025 pursuant to Financial Accounting Standards Board (“FASB”)

Accounting Standards Codification (“ASC”) 820 Fair Value Measurement (“ASC 820”).

The Company concluded the fair

value of the First Warrant Issuance to be $ 245,000 and the Additional Warrant Issuance to be $ 224,000 .

The Company utilized the Black-Scholes-Merton

Model to calculate the value of the Warrants issued subsequent to the year ended April 30, 2025.

The fair value of the Warrants were estimated

as of April 30, 2025, using the fair value of our common stock of $ 1.24 and was based on the following weighted average assumptions:

expected term of 5 .0 years;

The Settlement Agreement required the Company to pay $ 1.55 million, comprised

of an initial payment of $ 1.25 million and twelve equal payments of $ 25,000 beginning on the one-month anniversary of the initial payment.

On May 16, 2025, as part of the settlement, the Company also issued warrants “(First Warrant Issuance”) to purchase 343,183

shares of Common Stock with an exercise price of $4.00 per share and a term of five years from the issuance date.

On July 29, 2025, as

part of the settlement, the Company issued additional warrants (“Additional Warrants”) to purchase 313,067 shares of Common

Stock with an exercise price of $4.00 per share and a term of five years.

See Note 6 – Stock Options and Warrants.

On August 19, 2025, pursuant to the warrant terms,

the exercise price of the First Warrant Issuance and the Additional Warrants was adjusted to $ 0.95 per share.

The price adjustment resulted

in the number of shares underlying the First Warrant Issuance to increase to 1,442,551 shares and the number of shares underlying the

Additional Warrants to increase to 1,315,960 shares.

See Note 6 – Stock Options and Warrants.

The Company estimated the fair value of the

First Warrant Issuance and the Additional Warrant Issuance as of April 30, 2025 pursuant to Financial Accounting Standards Board

(“FASB”) Accounting Standards Codification (“ASC”) 820 Fair Value Measurement (“ASC 820”).

Company concluded the fair value of the First Warrant Issuance to be $ 245,000 and

the Additional Warrant Issuance to be $ 224,000 .

The Company utilized the Black-Scholes-Merton Model to calculate the value of the warrants issued subsequent to the year ended April

The fair value of the warrants was estimated as of April 30, 2025, using the fair value of the Company’s common stock of $ 1.24

and was based on the following weighted average assumptions:

dividend yield 0 %;

expected term of 5 .0

equity volatility of 98 %;

and a risk-free interest rate of 3.7 %.The Company recorded a legal settlement

expense of $ 2,019,000 , consisting of $1.55 million payment and the fair value of the two warrant issues totaling $469,000.

recorded the $ 2,019,000 liability as of April 30, 2025 and is included in accrued expenses, see Note 5 – Accrued Expenses.

To the Company’s knowledge there are

no legal proceedings pending to which any property of the Company is subject.

and a risk-free interest rate of 3.7 %.

The Company recorded a legal settlement expense of $ 2,019,000 ,

consisting of $1.55 million payment and the fair value of the two warrant issues totaling $469,000.

The Company made settlement

payments of $ 1,525,000

for the years ended April 30, 2026 and 2025, respectively.

As of April 30, 2026, the remaining balance due is $ 25,000

and is included in accrued expenses.

The Company recorded the $ 2,019,000

liability, including warrants, as of April 30, 2025 and is included in accrued expenses, see Note 5 – Accrued Expenses.

To the Company’s knowledge there are no legal

proceedings pending to which any property of the Company is subject.

NOTE 10 - INCOME TAXES

At April 30, 2025, the Company had federal and

state net operating loss carryforwards of approximately $ 61,270,000

and $ 30,921,000 , respectively,

available to offset against future taxable income;

these operating loss carryforwards expire in 2023 through 2038.

Internal Revenue Code

Section 382 imposes an annual limitation for the utilization of tax attributes if there is an “ownership change”.

the equity activity during the year ended April 30, 2022, the Company had an ownership change in August 2021.

As a result of the change

in-control that occurred in the Company’s shareholder base in August 2021, approximately $37,060,000 and $15,890,000 federal and

state net operating loss carryforwards, respectively, became limited in their availability.

The remaining net operating loss carryforwards

are approximately $ 24,210,000

and $ 15,031,000

for federal and state purposes, respectively.

Current tax laws limit the amount of loss available

to be offset against future taxable income when a substantial change in ownership occurs.

Therefore, the amount available to offset future

taxable income may be limited.

Based on the assessment of all available evidence including, but not limited to, the Company’s limited

operating history in its core business and lack of profitability, uncertainties of the commercial viability of its technology, the impact

of government regulations and healthcare reform initiatives and other risks normally associated with biotechnology companies, the Company

has concluded that is more likely than not that these operating loss carryforwards will not be realized.

Accordingly, 100% of the deferred

tax valuation allowance has been recorded against these assets.

Deferred income taxes reflect the net effect

of temporary differences between the financial reporting carrying amounts of assets and liabilities and income tax carrying amounts of

assets and liabilities.

The components of the Company’s deferred tax assets and liabilities are as follows:

For financial reporting purposes, the net pre-tax

book income and/or loss for the U.S.

and foreign entities, in the aggregate were:

Schedule of net pre-tax

book income and/or loss

Years Ended April 30,

United States

$ ( 19,424,654 )

The Company did no t record income tax expense for

federal, state, or foreign for the years ended April 30, 2026 and 2025, respectively.

For the years ended April 30, 2026 and 2025, the Company

paid no income taxes, net of refunds received, in federal, state, or foreign jurisdictions.

Because total income taxes paid, net of refunds received,

were zero for each of the years ended April 30, 2026 and 2025, no individual jurisdiction met the 5% disaggregation threshold for separate

The Company elected to prospectively adopt the guidance

2023-09, “Income Taxes (Topic 740):

Improvements to Income Tax Disclosures”.

The following table reconciles

federal statutory income tax rate of 21% to the Company’s effective income tax rate for the year ended April 30, 2026 in

accordance with the guidance in ASU 2023-09:

Schedule of effective income tax rate

Year Ended April 30, 2026

federal statutory tax rate

$ ( 4,079,177 )

State income taxes, net of federal income tax effect (1)

Foreign tax effects

Changes in valuation allowances

Non-taxable or non-deductible items

Fair value of warranty liability

Gain on related party investment - QCLS

Fair value of derivative liability

Issuance costs on Series C convertible preferred stock and warrants

Other adjustments

Expired warrant assets

Redemption of note receivable

Forgone benefit on federal tax NOLs

Effective tax rate

State taxes in California comprise the majority (greater than 50%) of the tax effect in the category.

The reconciliation of the U.S.

statutory rate of 21%

to the Company’s effective tax rate for the year ended April 30, 2025 in accordance with the guidance prior to the adoption of ASU

2023-09 is summarized as follows:

Schedule of provision for income taxes

April 30, 2025

Federal benefit at statutory rate

State income taxes, net of Federal taxes

Fair value of warrant liability

( 2,922,791 )

Gain on related party investment

( 5,986,526 )

Fair value of derivative liability

Redemption of derivative liability

Expiration of warrant asset – Series B

State deferred tax adjustment

Legal settlement

Provision related to change in valuation allowance

Fair value of warrant asset – Series B

Expired stock options

Net valuation allowance for state NOLs

Effective tax rate

The Company’s deferred tax assets and deferred

tax liabilities consist of the following:

Schedule of deferred tax assets and liabilities

5 unchanged sentences

Intangible asset (diabetes license)

Intangible asset (value of cells)

Fair value of investment in QCLS

Fair value of warrant asset

Other - deferred tax asset

1 unchanged sentence

Deferred tax liabilities:

Fair value of derivative liability

Fair value of convertible note receivable

Fair value of warrant asset

Fair value of investment in TNF

Fair value of investment in QCLS

Other - deferred tax liability

1 unchanged sentence

( 1,692,470 )

( 1,042,311 )

Total deferred tax assets

3 unchanged sentences

Net deferred tax assets

At April 30, 2026, the Company had federal and state

net operating loss carryforwards of approximately $ 64,683,000 and $ 35,748,000 , respectively, available to offset against future taxable

these operating loss carryforwards expire in 2024 through 2038.

Internal Revenue Code Section 382 imposes an annual limitation

for the utilization of tax attributes if there is an “ownership change”.

Based upon the equity activity during the year ended

April 30, 2022, the Company had an ownership change in August 2021.

As a result of the change in-control that occurred in the Company’s

shareholder base in August 2021, approximately $ 36,419,000 and $ 15,890,000 federal and state net operating loss carryforwards, respectively,

became limited in their availability.

The remaining net operating loss carryforwards are approximately $ 28,264,000 and $ 19,858,000 for

federal and state purposes, respectively.

Current tax laws limit the amount of loss available

to be offset against future taxable income when a substantial change in ownership occurs.

Therefore, the amount available to offset future

taxable income may be limited.

Based on the assessment of all available evidence including, but not limited to, the Company’s limited

operating history in its core business and lack of profitability, uncertainties of the commercial viability of its technology, the impact

of government regulations and healthcare reform initiatives and other risks normally associated with biotechnology companies, the Company

has concluded that is more likely than not that these operating loss carryforwards will not be realized.

Accordingly, 100% of the deferred

tax valuation allowance has been recorded against these assets.

Deferred income taxes reflect the net effect of temporary

differences between the financial reporting carrying amounts of assets and liabilities and income tax carrying amounts of assets and liabilities.

The components of the Company’s deferred tax assets and liabilities are as follows:

For all years presented, the Company did not recognize

1 unchanged sentence

The net change in valuation allowance for the years ended April 30, 2026 and 2025 was an increase

of $ 27,998 and a decrease of $ 1,035,621 , respectively.

The provision for income taxes differs from the

provision computed by applying the Federal statutory rate to net loss before income taxes as follows:

Schedule of provision for income taxes

Years Ended April 30,

Federal benefit at statutory rate

State income taxes, net of Federal taxes

Fair value of warrant liability

( 2,922,791 )

Gain on related party investment

( 5,986,526 )

Fair value of derivative liability

Redemption of derivative liability

Expiration of warrant asset – Series B

State deferred tax adjustment

Legal settlement

Provision related to change in valuation allowance

( 1,035,621 )

Fair value of warrant asset – Series B

Expired stock options

Net valuation allowance for state NOLs

Provision for income taxes

of $ 4,145,892 and an increase of $ 27,998 , respectively.

There have been no changes to the Company’s

liability for unrecognized tax benefits during the years ended April 30, 2026 and 2025, respectively.

The Company files its income tax returns in the

The Company files its income tax returns in the U.S.

Federal jurisdiction and various state jurisdictions.

As of the year ended April 30, 2025, the tax returns for 2020 through 2024

remain open to examination by the Internal Revenue Service and state tax authorities.

The Company’s policy is to recognize

any interest and penalties related to unrecognized tax benefits as a component of income tax expense.

Management does not believe that there are significant uncertain tax positions

in the tax years 2024 and 2023.

As of the years ended April

30, 2025 and 2024, the Company had accrued no

interest or penalties related to uncertain tax positions.

Deferred taxes are calculated using the liability

method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards,

and deferred tax liabilities are recognized for taxable temporary differences.

Temporary differences are the differences between the reported

amounts of assets and liabilities and their tax bases.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of

management, it is more likely than not that some portion or all the deferred tax assets will not be realized.

Deferred tax assets and

liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

As of the year ended April 30, 2026, the tax returns for 2021 through 2025 remain

open to examination by the Internal Revenue Service and state tax authorities.

The Company’s policy is to recognize any interest

and penalties related to unrecognized tax benefits as a component of income tax expense.

Management does not believe that there are significant

uncertain tax positions in the tax years 2026 and 2025.

As of the years ended April 30, 2026 and 2025, the Company had accrued no interest

or penalties related to uncertain tax positions.

A valuation allowance is provided for deferred income

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assets, the Company will reverse the valuation allowance as an income tax benefit in the statements of operations.

The Tax Cuts and Jobs Act (“TCJA”) requires

taxpayers to capitalize and amortize research and developmental expenditures under Internal Revenue Code Section 174.

Effective January

1, 2022, the Company adopted the amended provisions of Internal Revenue Code Section 174, which require capitalization and amortization

of specified research or experimental (“SRE”) expenditures.

Domestic SRE expenditures are amortized over five years, while

foreign expenditures are amortized over fifteen years, beginning with the midpoint of the taxable year in which the costs are incurred.

On August 16, 2022, the Inflation Reduction Act of

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to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

The Company repurchased 1,241,862 shares of common

stock with a total cost of $ 2,567,770 including accrued excise tax during the year ended April 30, 2025 and 8,826,356 shares of common

stock with a total cost of $ 28,479,593 including accrued excise tax for the year ended April 30, 2024.

The Company recorded $ 25,424 and

$ 281,976 in excise tax related to the IR Act, which is included in Treasury stock and accrued expenses for the years ended April 30, 2025

and 2024, respectively.

As a result, deferred tax assets increased due to

timing differences between book and tax treatment of R&D costs.

In 2025, the One Big Beautiful Bill Act repealed the amortization

requirement for domestic R&E expenditures, restoring immediate expensing.

The Company continues to monitor IRS guidance and may revise

its treatment of SRE expenditures in future periods.

GAAP method of accounting for uncertain tax

positions utilizes a two-step approach to evaluate tax positions.

Step one, recognition, requires evaluation of the tax position to determine

if based solely on technical merits it is more likely than not to be sustained upon examination.

Step two, measurement, is addressed only

if a position is more likely than not to be sustained.

In step two, the tax benefit is measured as the largest amount of benefit, determined

on a cumulative probability basis, which is more likely than not to be realized upon ultimate settlement with tax authorities.

If a position

does not meet the more likely than not threshold for recognition in step one, no benefit is recorded until the first subsequent period

in which the more likely than not standard is met, the issue is resolved with the taxing authorities, or the statute of limitations expires.

Positions previously recognized are derecognized when the Company subsequently determines the position no longer is more likely than not

to be sustained.

Evaluation of tax positions, their technical merits and measurements using cumulative probability are highly subjective

management estimates.

Actual results could differ materially from these estimates.

The Company had no repurchases of shares of

common stock for the year ended April 30, 2026.

The Company repurchased 1,241,862 shares of common stock with a total cost of

$ 2,567,770 including accrued excise tax during the year ended April 30, 2025.

The Company recorded $ 0 and $ 25,424 in excise tax

related to the IR Act, which is included in Treasury stock and accrued expenses for the years ended April 30, 2026 and 2025,

respectively.

On July 4, 2025, the U.S.

government enacted The

One Big Beautiful Bill Act of 2025 which includes, among other provisions, changes to the U.S.

corporate income tax system including the

allowance of immediate expensing of qualifying research and development expenses and permanent extensions of certain provisions within

the Tax Cuts and Jobs Act.

Certain provisions are effective for the Company beginning fiscal 2026.

The Company is evaluating the future

impact of these tax law changes on its financial statements.

government enacted The One

Big Beautiful Bill Act of 2025 (“OBBBA”) which includes, among other provisions, changes to the U.S.

corporate income tax

system including the allowance of immediate expensing of qualifying research and development expenses and permanent extensions of certain

provisions within the Tax Cuts and Jobs Act.

In 2025, the One Big Beautiful Bill Act repealed

the amortization requirement for domestic R&E expenditures, restoring immediate expensing.

As a result, deferred tax assets decreased.

The OBBBA modified the U.S.

International Tax

provisions for Global Intangible Low-Taxed Income (“GILTI”), Foreign-Derived Intangible Income (“FDII”), and Base-erosion

Anti-abuse Tax (“BEAT”) effective for the tax years starting after April 30, 2026.

The tax rate on GILTI, now renamed to Net

CFC Tested Income (“NCTI”), is now 12.6%.

The FDII rules, now renamed to Foreign Derived Eligible Income (“FDDEI”),

now carry a 14% tax rate on FDDEI eligible income.

The OBBBA increases the BEAT rate from 10% to 10.5%.

NOTE 11 – EARNINGS PER SHARE

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rights in undistributed earnings.

The Series B Preferred Shares are considered participating securities as preferred shareholders are

entitled to participate with common stockholders on an as-converted basis in any distributions of assets by the Company under the terms

of the Certificate of Designations.

Under the two-class method, there is no change in the weighted average shares outstanding used between

the basic and diluted earnings per share calculations as the Series B Preferred Shares represent the only dilutive share equivalents during

the years ended April 30, 2025 and 2024.

During the years ended April 30, 2025 and 2024, the Company incurred income (losses) attributable

to common shareholders.

Accordingly, the effects of any common stock equivalent would be anti-dilutive during the period and thus are

not included in the calculation of diluted weighted average number of shares outstanding.

The following table illustrates the computation

of basic and diluted earnings (loss) per share:

The Series B Convertible Preferred Stock is considered participating securities as preferred shareholders

are entitled to participate with common stockholders on an as-converted basis in any distributions of assets by the Company under the

terms of the Certificate of Designations.

Under the two-class method, there is no change in the weighted average shares outstanding used

between the basic and diluted earnings per share calculations as the Series B Convertible Preferred Stock represents the only dilutive

share equivalents during the years ended April 30, 2026 and 2025.

During the years ended April 30, 2026 and 2025, the Company incurred

income (losses) attributable to common shareholders.

Accordingly, the effects of any common stock equivalent would be anti-dilutive during

the period and thus are not included in the calculation of diluted weighted average number of shares outstanding.

The following table illustrates the computation of

basic and diluted earnings (loss) per share:

Schedule of basic and diluted earnings (loss) per share

1 unchanged sentence

Earnings per share

Accretion of discounts to redemption of Series B convertible preferred stock

Net income (loss)

$ ( 19,424,654 )

Accretion of discounts to redemption of convertible preferred stock

( 3,503,222 )

Series B convertible preferred stock dividends

( 3,193,404 )

Convertible preferred stock dividends

( 1,129,759 )

Allocation of undistributed income to Series B convertible preferred stock

Allocation of undistributed income to convertible preferred stock

( 2,970,780 )

9 unchanged sentences

Excluded warrants

Series B convertible preferred stock

Series C convertible preferred stock

Total excluded options and warrants

Diluted earnings per share were calculated under

both the if-converted and the two-class methods to determine the most dilutive amount for the common stock.

Diluted earnings per share were calculated under both

the if-converted and the two-class methods to determine the most dilutive amount for the common stock.

The Company applied the treasury

1 unchanged sentence

NOTE 12 – PREFERRED STOCK

The Company has authorized 10,000,000 shares of

preferred stock, with a par value of $ 0.0001 , of which 35,000 shares have been designated as “Series B Convertible Preferred Stock”.

As of April 30, 2025 and 2024, there were zero and 14,646 shares issued and outstanding, respectively, and zero and 5,833 , shares, respectively.

As of April 30, 2025 and 2024, there were $ 0 and $ 11,867,016 amounts subject to redemption, respectively.

Series B Private Placement

The Company has authorized 10,000,000

shares of preferred stock, with a par value of $ 0.0001 ,

of which 35,000

shares have been designated as “Series B Convertible Preferred Stock”.

As of April 30, 2026 and 2025, there were zero

shares issued and outstanding, respectively.

As of April 30, 2026 and 2025, there were $ 0

amounts subject to redemption, respectively.

On May 10, 2023, the Company entered into a Securities

25 unchanged sentences

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 the Company’s 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 Shares.

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 the Company’s 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, the Company’s

8 unchanged sentences

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 the Company and the Investors simultaneously with the Purchase Agreement and the Company’s 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 the Company to redeem in cash any or all of the holder’s Preferred Shares at a premium set forth in the Certificate of

Designations.

The Preferred Shares were determined to be more

akin to a debt-like host than an equity-like host.

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 the

Company and the Investors simultaneously with the Purchase Agreement and the Company’s 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 the Company

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

The Preferred Shares were determined to be more akin

to a debt-like host than an equity-like host.

The Company identified the following embedded features that are not clearly and closely

6 unchanged sentences

of Operations.

The Company estimated the $2,770,000 fair value of the bifurcated embedded derivative at issuance using a Monte Carlo simulation

model, with the following inputs:

the fair value of the Company’s common stock of $2.74 on the issuance date, estimated equity volatility

of 55.0%, estimated traded volume volatility of 355.0%, the time to maturity of 1.50 years, a discounted market interest rate of 15.9%,

a risk free rate of 4.3%, dividend rate of 4.0%, a penalty dividend rate of 15.0%, and probability of default of 27.0%.

The fair value

of the bifurcated derivative liability was estimated utilizing the with and without method which uses the probability weighted difference

between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative.

The discount to the fair value is included

as a reduction to the carrying value of the Preferred Shares.

The discount to the fair value is included as a reduction

to the carrying value of the Preferred Shares.

In accordance with ASC 480-10-S99-3A the Company is accreting the discount on the effective

interest method and $ 0 and $ 3,193,404 , respectively, was recorded as a deemed dividend during the years ended April 30, 2026 and 2025.

During the years ended April 30, 2026 and 2025, the

Company recorded gains of approximately $ 0 and $ 2,184,000 , respectively, related to the change in fair value of the derivative liability,

which is recorded in other income, net on the Consolidated Statements of Operations.

The Company had $ 0 fair value of the bifurcated embedded

derivative at April 30, 2025 as there were no outstanding Preferred Shares at April 30, 2025.

See Note 14 – Fair Value Measurements.

During the year ended April 30, 2025, the Company

made all installment payments in cash pursuant to installment redemptions.

The installment redemptions were paid in cash in the amounts

of $ 22,486,875 , which included $ 20,479,169 of the Preferred Shares, $ 734,864 of accrued dividends and $ 1,272,842 of additional 6% cash

premium pursuant to the terms of the Series B Preferred stock.

During the year ended April 30, 2025, the Company recognized a net dividend

of $ 1,129,759 which is comprised of deemed dividend of $ 902,580 and $ 227,179 of preferred dividend, related to the amounts owed in addition

to dividends as the installments were paid in cash which are included in Preferred stock dividends on the consolidated statement of operations.

Series C Private Placement

On August 17, 2025, the Company entered into the

Series C Private Placement Agreement with the Investors, pursuant to which it agreed to sell to the Investors in a private placement

(the “Series C Private Placement”) (i) an aggregate of 7,000

shares of the Company’s newly designated Series C convertible preferred stock, par value $ 0.0001 ,

with a stated value of $ 1,000

per share (the “Series C Preferred Stock”), initially convertible into up to 7,000,000

shares of the Company’s common stock, par value $ 0.0001 per

share at an initial conversion price of $ 1.00

and (ii) the Series C Preferred Warrants to purchase up to an aggregate of 7,000,000

shares of Common Stock.

The closing of the Series C Private Placement occurred on August 19, 2025.

The aggregate gross proceeds from

the Series C Private Placement totaled $ 7,000,000 .

In connection with the Series C Private

Placement, pursuant to an Engagement Letter (the “Engagement Letter”) between the Company and the Series C Placement

Agent, the Company has agreed to pay the Placement Agent (i) a cash fee equal to 8.0% of the gross proceeds from the Series C

placement agent (the “Placement Agent”), and (ii) warrants to purchase shares of Common Stock equal to 8.0% of the

number of shares of common stock that the Preferred Stock are initially convertible into, with an exercise price of $1.00 per share

and a five-year term.

Further, pursuant to the Engagement Letter, the Placement Agent is entitled to compensation with respect to

any financing of the Company occurring during the term of the Engagement Letter or within twelve months thereafter when such

financing is provided by investors whom the Placement Agent introduced to the Company.

In addition, for any warrants of the Company

that are issued to investors who are introduced to the Company by the Placement Agent in the Series C Private Placement or were

previously issued in connection with the Company’s May 2023 private placement, and are exercised during the term of the

Engagement Letter, the Company shall pay the Placement Agent a cash fee equal to 8.0 %

of the net proceeds received by the Company from such warrant exercises.

Transaction costs totaling $ 1,234,553 were

incurred related to the Series C Private Placement consisting of cash expenses for placement agent fees, legal fees, and accounting

costs related to the financing, as well as the fair value of the warrants issued to the Placement Agent.

These costs were

proportionately allocated to the Series C Preferred Stock and the Series C Preferred Warrants based on the allocated gross proceeds

of the instruments.

Accordingly, none of the transaction costs were allocated against the carrying value of the Preferred Stock and

the total of $ 1,234,553 of

transaction costs were immediately expensed related to the Series C Preferred Warrants which are accounted for as liabilities in

accordance with ASC 815, and the bifurcated derivative related to the Series C Preferred Stock, which is included as a Series C

Preferred Stock and Series C Preferred Warrants issuance costs on the consolidated statement of operations for the year ended April

Net proceeds from the Series C Private Placement totaled $ 6,182,447 .

Series C Preferred Stock

The terms of the Series C Preferred Stock are as

set forth in the form of Certificate of Designations (the “Series C Certificate of Designations”).

Preferred Stock are convertible into shares of Common Stock (the “Conversion Shares”) at the election of the holder at

any time at an initial conversion price of $ 1.00

(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

The conversion price was reduced to $0.95 after issuance pursuant to the full ratchet anti-dilution provisions

contained in the Series C Certificate of Designations.

The holders of the Series C Preferred Stock will

be entitled to dividends of 7% per annum, compounded quarterly, which will be payable in cash.

Upon the occurrence and during the

continuance of a Triggering Event (as defined in the Series C Certificate of Designations), the Series C Preferred Stock will accrue

dividends at the rate of 15% per annum.

The holders of Series C Preferred Stock are entitled to vote with holders of the Common

Stock as a single class on all matters that holders of Common Stock are entitled to vote upon, with the number of votes per Series C

Preferred Share equal to the stated value of such Series C Preferred Share divided by the then applicable Conversion Price;

provided, however that in no event shall the then applicable Conversion Price be less than the “Minimum Price” (as

defined in Nasdaq Listing Rule 5635) on the date immediately prior to the date of the Series C Private Placement

In October 2025, the Company held a special

meeting of stockholders (the “2025 Special Meeting”).

At the 2025 Special Meeting, the stockholders of the Company

approved, for purposes of complying with Nasdaq Listing Rule 5635(d), (the “Exchange Cap”) the issuance of shares of

Common Stock underlying the Series C Preferred Stock and Series C Preferred Warrants, which allows the Company to settle all Series

C Preferred Stock conversions into shares of Common Stock.

The Series C Certificate of Designations contains a certain beneficial

ownership limitation after giving effect to the issuance of shares of Common Stock issuable upon conversion of the Series C

Preferred Stock or Series C Preferred Warrants.

The Company obtained stockholder approval to remove

the Exchange Cap on October 30, 2025, upon which event the conversion floor price was adjusted to $0.19.

The Series C Certificate of Designations includes

certain Triggering Events (as defined in the Series C Certificate of Designations), including, among other things, the Company’s

failure to pay any amounts due to the holders of the Series C Preferred Stock when due.

In connection with a Triggering Event, each holder

of Series C Preferred Stock will be able to require the Company to redeem in cash any or all of the holder’s Series C Preferred

Stock at a premium set forth in the Series C Certificate of Designations.

The Series C Preferred Stock was determined to

be more akin to a debt-like host than an equity-like host.

The Company identified certain embedded features that were deemed not to

be clearly and closely related to the debt host instrument and were therefore bifurcated as a derivative under ASC 815.

features were bundled together, assigned probabilities of being affected and measured at fair value.

Subsequent changes in fair

value of these features are recognized in the consolidated statement of operations.

The Company estimated the $ 1,995,000 fair

value of the compound bifurcated embedded derivative at issuance using a probability-weighted scenario model, with the following

the fair value of the Company’s common stock of $ 1.01 on

the issuance date, estimated equity volatility of 60.0 %,

the time to maturity of 1.50 years,

the maturity redemption premium of 106 %,

the liquidation premium of 125%, a market interest rate of 16.92 %,

a risk-free rate of 3.76 %,

and dividend rate of 7.00 %

and a dividend yield of 0%.

The fair value of the bifurcated derivative liability was estimated utilizing the with and without

method which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla scenario

without a derivative.

The discount to the fair value is included as a

reduction to the carrying value of the Series C Preferred Stock.

During the year ended April 30, 2026, the Company recorded a total

discount of approximately $ 18,246,925

upon issuance of the Preferred Shares, which was comprised of the issuance date fair value of the associated embedded derivative of

approximately $ 2,770,000 ,

stock issuance costs of approximately $ 1,349,925

and the fair value of the Warrants of approximately $ 14,127,000 .

In accordance with ASC 480-10-S99-3A the Company is accreting the discount on the effective interest method and $ 3,193,404

and $ 15,053,521 ,

respectively, was recorded as a deemed dividend during the years ended April 30, 2025 and 2024.

During the years ended April 30, 2025 and 2024,

the Company recorded gains of approximately $ 2,184,000 and $ 586,000 , respectively, related to the change in fair value of the derivative

liability, which is recorded in other income, net on the Consolidated Statements of Operations.

The Company had $ 0 fair value of the bifurcated

embedded derivative at April 30, 2025 as there were no outstanding Preferred Shares at April 30, 2025.

See Note 14 – Fair Value

Measurements.

During the years ended April 30, 2025 and

2024, the Company made all installment payments in cash pursuant to installment redemptions.

The installment redemptions were paid

in cash in the amounts of $ 22,486,875

and $ 16,160,531 ,

respectively, which included $ 20,479,169

and $ 14,520,835 ,

respectively, of the Preferred Shares, $ 734,864

and $ 724,950 ,

respectively, of accrued dividends and $ 1,272,842

and $ 914,746 ,

respectively, of additional 6% cash premium pursuant to the terms of the Series B Preferred stock.

During the year ended April 30,

2025, the Company recognized a net dividend of $ 1,129,759

which is comprised of deemed dividend of $ 902,580 and $ 227,179 of preferred

dividend, related to the amounts owed in addition to dividends as the installments were paid in cash which are included in Preferred stock

dividends on the consolidated statement of operations.

During the year ended April 30, 2024, the Company recognized $ 2,517,645

of net dividends which is comprised of deemed dividend of $ 1,271,164 and $ 1,246,481 of preferred dividends, related to the amounts owed

in addition to dividends as the installments were paid in cash which are included in Preferred stock dividends on the consolidated statement

of operations.

The Company has one share of preferred stock designated

as “Series A Preferred Stock” as of April 30, 2025 and April 30, 2024, there were no shares of Series A Preferred Stock issued

and outstanding.

The description of the Series A Preferred Stock

below is qualified in its entirety by reference to the Company’s Articles of Incorporation, as amended.

The Series A Preferred Stock has the following

There is one share of preferred stock designated as Series A Preferred Stock;

The Series A Preferred Stock has a number of votes at any time equal to the number of votes then held by all other shareholders of the Company having a right to vote on any matter plus one.

The Certificate of Designations that designated the terms of the Series A Preferred Stock cannot be amended without the consent of the holder of the Series A Preferred Stock;

The Company may redeem the Series A Preferred Stock at any time for a redemption price of $1.00 paid to the holder of the share of Series A Preferred Stock;

The Series A Preferred Stock has no rights of transfer, conversion, dividends, preferences upon liquidation or participation in any distributions to shareholders.

discount of $ 7,000,000

upon issuance of the Series C Preferred Stock, which was comprised of the issuance date fair value of the associated embedded

derivative of $ 1,995,000

and the difference between the remaining gross proceeds after allocation to the derivative liability and the residual fair value of

the Series C Preferred Stock of $ 5,005,000 ,

which represents the portion of the total of the Series C Preferred Warrant liability of $5,220,000 allocated to the discount.

the fair value of the liabilities required to be subsequently measured at fair value exceeded the net proceeds received, the Company

recognized the excess of the fair value over the net proceeds received as a loss upon issuance of preferred stock of $ 215,000 which

is included in other income (expense) in the consolidated statement of operations for the year ended April 30, 2026.

As of April 30,

2026, it is probable that the Series C Preferred Stock will be redeemed.

In accordance with ASC 480-10-S99-3A, the Company is

accreting the discount using the effective interest method and $ 3,503,222 was

recorded as a deemed dividend during the year ended April 30, 2026.

During the year ended April 30, 2026, the

Company recorded a gain of $ 1,117,000

related to the change in fair value of the derivative liability which is recorded in other income (expense) on the consolidated

statements of operations.

The Company estimated the $ 878,000 fair

value of the bifurcated embedded derivative at April 30, 2026 using a probability-weighted scenario model, with the following

the fair value of the Company’s common stock of $ 0.72 on

the measurement date, estimated equity volatility of 95.0 %,

the time to maturity of 0.81 years,

the maturity redemption premium of 106 %,

the liquidation premium of 125% a market interest rate of 20.58 %,

a risk-free rate of 3.65 %,

and dividend rate of 7.00 %

and a dividend yield of 0%.

The fair value of the bifurcated derivative liability was estimated utilizing the with and without

method which uses the probability weighted difference between the scenarios with the derivative and the plain vanilla scenarios

without a derivative.

During the year ended April 30, 2026, the Company

recognized a total of $ 278,496 of preferred dividends at the stated dividend rate, of which $ 246,005 were paid in cash and $ 32,491 are

accrued in accrued Series C Preferred Stock and dividends on the consolidated balance sheet as of April 30, 2026.

During the year ended

April 30, 2026, there were 2,234 shares of Series C Preferred Stock converted that resulted in 2,358,620 shares of common stock being

NOTE 13 – TREASURY STOCK

11 unchanged sentences

During the years

ended April 30, 2025 and 2024, the Company repurchased 1,241,862 and 740,477 , respectively, additional shares under the repurchase program

at a total cost, including commissions and excise taxes of $ 2,567,700 and $ 1,757,696 , respectively.

As of April 30, 2025 and 2024, the

total number of shares repurchased pursuant to the repurchase programs was 6,790,437 and 5,548,575 shares, respectively, at a total cost,

including commissions and excise taxes of $ 17,886,108 and $ 15,318,318 , respectively.

Repurchased shares are included in Treasury Stock

in the accompanying Consolidated Balance Sheets.

At April 30, 2025 and 2024, $ 2,113,891 and $ 4,681,682 , respectively, remain available

to repurchase the Company’s common stock pursuant to the share repurchase programs.

On May 11, 2023, the Company commenced a tender

offer, in accordance with Rule 13e-4 promulgated under the Securities Exchange Act of 1934, as amended, to purchase up to 7,750,000 shares

of its common stock, par value $0.0001 per share, at a price of $3.25 per share.

The tender offer expired one minute after 11:59 p.m.

on June 9, 2023, and following such expiration the Company accepted for purchase a total of 8,085,879 shares at $3.25 per share, including

335,879 shares that the Company elected to purchase pursuant to its right to purchase up to an additional 2% of its outstanding shares.

The resultant aggregate purchase price was $ 26,721,897 , including excise tax, fees and expenses relating to the tender offer.

are treated as Treasury Stock using the cost method and are included as Treasury Stock in the accompanying Consolidated Balance Sheets,

Statements of Convertible Preferred Stock and Stockholders’ Equity.

As of April 2025, the Company has paused the repurchase program.

ended April 30, 2026 and 2025, the Company repurchased 0 and 1,241,862 , respectively, additional shares under the repurchase program at

a total cost, including commissions and excise taxes of $ 0 and $ 2,567,700 , respectively.

As of April 30, 2026 and 2025, the total number

of shares held in Treasury Stock is 14,876,316 and 13,634,454 shares respectively, at a total cost of $ 44,607,916 and $ 42,040,216 , respectively.

of shares repurchased pursuant to the repurchase programs was 6,790,437 shares, respectively, at a total cost, including commissions and

excise taxes of $ 17,886,108 , respectively.

Repurchased shares are included in Treasury Stock in the accompanying Consolidated Balance

At April 30, 2026 and 2025, $ 2,113,891 , respectively, remain available to repurchase the Company’s common stock pursuant

to the share repurchase programs.

The Company paused the repurchase program in April 2025 and no further activity has occurred.

In December 2025, the Company granted restricted stock

units to the directors totaling 875,000 shares of common stock.

The Company purchased 393,750 shares back from the directors totaling

$ 401,625 to distribute to the directors with the intent of covering the income tax effect of the grants.

The buyback of the shares was

recorded as treasury stock, the buyback did not affect the share repurchase program authorized by the Board.

As of April 30, 2026 and 2025, the total number of

shares held in Treasury Stock is 15,270,066 and 14,876,316 shares respectively, at a total cost of $ 45,009,541 and $ 44,607,916 , respectively.

NOTE 14 – FAIR VALUE MEASUREMENTS

Fair value measurements discussed herein are based

upon certain market assumptions and pertinent information available to management as of and during the year ended April 30, 2025 and 2024.

The carrying amounts of cash equivalents, other current assets, accounts payable and accrued expenses approximate their fair values at

April 30, 2025 and 2024 due to their short-term nature.

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 the Company’s common

stock and guideline companies estimates for the equity volatility and traded volume volatility of our common stock, the time maturity

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

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

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

Merton Model which uses as inputs the following weighted average assumptions, as noted above:

dividend yield, expected terms in years,

equity volatility and risk-free rate.

Fair value measurements discussed herein are

based upon certain market assumptions and pertinent information available to management as of and during the year ended April 30,

2026 and 2025.

The carrying amounts of cash equivalents, other current assets, accounts payable and accrued expenses approximate

their fair values at April 30, 2026 and 2025 due to their short-term nature.

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 the Company’s common stock and guideline companies estimates for the equity volatility and traded volume volatility of the

Company’s common stock, the time maturity of the convertible preferred stock, the risk-free interest rate for a period of time that

approximates the time to maturity, dividend rate, a penalty dividend rate and the probability of default.

The fair value of the

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

assumptions, as noted above:

dividend yield, expected terms in years, equity volatility and risk-free rate.

Fair Value on a Recurring Basis

The Company follows the guidance in ASC 820 for

its financial assets and liabilities that are re-measured and reported and reported at fair at each reporting period, and non-financial

assets and liabilities that are re-measured and reported at fair value at least annually.

The estimated fair value of the warrant liability

and bifurcated embedded derivative represent Level 3 measurements.

The following table presents information about the Company’s

liabilities that are measured at fair value on a recurring basis at April 30, 2025 and 2024, and indicates the fair value hierarchy of

the valuation inputs the Company utilized to determine such fair value:

The Company follows the guidance in ASC 820 for its

financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets

and liabilities that are re-measured and reported at fair value at least annually.

The estimated fair value of the warrant liability and

bifurcated embedded derivative represent Level 3 measurements.

The following table presents information about the Company’s liabilities

that are measured at fair value on a recurring basis at April 30, 2026 and 2025, and indicates the fair value hierarchy of the valuation

inputs the Company utilized to determine such fair value:

Schedule of fair value of financial liabilities

3 unchanged sentences

Bifurcated embedded derivative

The following table sets forth a summary of the

change in the fair value of the warrant liability that is measured at fair value on a recurring basis:

Schedule of change

in the fair value of the warrant liability

The following table sets forth a summary of the change

in the fair value of the warrant liability that is measured at fair value on a recurring basis:

Schedule of change in the fair value warrant liability

April 30, 2026

Balance on April 30, 2024

Issuance of warrants

Change in fair value of warrant liability

2 unchanged sentences

Issuance of warrants

Exercise of warrants

Change in fair value of warrant liability

( 10,446,000 )

Balance on April 30, 2026

The following table sets forth a summary of the

change in the fair value of the bifurcated embedded derivative liability that is measured on a recurring basis:

Schedule of embedded derivative liability

The following table sets forth a summary of the change

in the fair value of the bifurcated embedded derivative liability that is measured on a recurring basis:

April 30, 2026

2 unchanged sentences

Change in fair value of bifurcated embedded derivative

( 2,184,000 )

Balance on April 30, 2025

26 unchanged sentences

Warrant asset - Femasys

Investment in preferred stock - TNF

Warrant asset - TNF

Investment in preferred stock - QCLS

Warrant asset - QCLS

Assumptions used in the valuation of the Level 3

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures