Red Cat Holdings, Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA RED CAT HOLDINGS, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Accounting Firm (PCAOB ID: 3501 ) F-2 Consolidated Balance Sheets as of April 30, 2024 and 2023 F-3 Consolidated Statements of Operations for the years ended April 30, 2024 and 2023 F-4 Consolidated Statements of Shareholders’ Equity for the years ended April 30, 2024 and 2023 F-5 Consolidated Statements of Cash Flows for the years ended April 30, 2024 and 2023 F-6 Notes to the Consolidated Financial Statements F-7 35 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Red Cat Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Red Cat Holdings, Inc. (the “Company”) as of April 30, 2024 and 2023, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the years then ended, 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 2023, and the results of its operations and its cash flows for the years then ended, 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 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 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 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 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 our opinion. Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audits of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter 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 matter below, providing separate opinion on the critical audit matter or on the accounts or disclosures to which they relate. Valuation of Goodwill and Intangibles As discussed in Note 8 to the financial statements, the Company acquired various businesses which resulted in the recording of significant amounts of goodwill and intangible assets. The intangible assets management identified consisted of proprietary technology and tradenames. Management determined the fair value of the intangible assets using a discounted cash flow model. Key assumptions used the model to determine fair value were cash flow projections, the discount rate, long-term growth rates, effective tax rate and the estimated periods to be benefitted of the identifiable intangible assets with definite lives. We identified the valuation of goodwill and intangible assets for the businesses acquired as a critical audit matter because of the significant assumptions management makes in determining the estimates. Auditing management’s assumptions involved a high degree of auditor judgment and increased audit effort, including the use of valuation specialists, as management’s assumptions are subjective, and changes in these assumptions could have a significant impact on the fair value of the businesses acquired. Our audit procedures related to the Company’s valuation of goodwill and intangible assets for the businesses acquired included the following, among others: We evaluated the reasonableness of management’s cash flow projections by comparing management’s prior forecasts to historical results for the Company, as well as inquiry of management of the reporting unit regarding the expected future operations, review of publicly available industry information, and testing the completeness and accuracy of the data used in the projections. Additionally, we evaluated the reasonableness of management’s use of various rates and other assumptions by comparing them to comparable companies and market data. Finally, we evaluated the estimated periods to be benefitted of the identifiable intangible assets with definite lives by comparing to comparable companies and market data, as well as recalculating the current and accumulated amortization. /s/ dbbmckennon We have served as the Company’s auditor since 2024. Newport Beach, California August 8, 2024 F- 2 RED CAT HOLDINGS, INC. Consolidated Balance Sheets April 30, April 30, 2024 2023 ASSETS (As restated) Current assets Cash $ 6,067,169 $ 3,173,649 Marketable securities — 12,814,038 Accounts receivable, net 4,361,090 719,862 Inventory 8,007,237 8,920,573 Other 3,962,053 1,263,735 Current assets of discontinued operations — 5,283,155 Total current assets 22,397,549 32,175,012 Goodwill 9,088,550 17,012,832 Intangible assets, net 3,794,389 6,893,115 Equity method investee 5,142,500 — Note receivable 4,000,000 — Property and equipment, net 2,340,684 2,650,358 Other 293,126 303,180 Operating lease right-of-use assets 1,480,814 1,600,434 Long-term assets of discontinued operations — 108,397 Total long-term assets 26,140,063 28,568,316 TOTAL ASSETS $ 48,537,612 $ 60,743,328 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 1,580,422 $ 1,392,550 Accrued expenses 1,069,561 409,439 Debt obligations - short term 751,570 922,138 Customer deposits 53,939 155,986 Operating lease liabilities 195,638 159,423 Current liabilities of discontinued operations — 1,010,501 Total current liabilities 3,651,130 4,050,037 Operating lease liabilities 1,321,952 1,481,967 Debt obligations - long term — 401,569 Long-term liabilities of discontinued operations — 41,814 Total long-term liabilities 1,321,952 1,925,350 Commitments and contingencies Stockholders' equity Series B preferred stock - shares authorized 4,300,000 ; issued and outstanding 4,676 and 986,676 47 9,867 Common stock - shares authorized 500,000,000 ; issued and outstanding 74,289,351 and 54,568,065 74,289 54,568 Additional paid-in capital 124,616,305 112,642,726 Accumulated deficit ( 81,130,732 ) ( 57,078,103 ) Accumulated other comprehensive income (loss) 4,621 ( 861,117 ) Total stockholders' equity 43,564,530 54,767,941 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 48,537,612 $ 60,743,328 See accompanying notes. F- 3 RED CAT HOLDINGS, INC. Consolidated Statements of Operations Year ended April 30, 2024 2023 (As restated) Revenues $ 17,836,382 $ 4,620,834 Cost of goods sold 14,155,836 5,455,145 Gross profit (loss) 3,680,546 ( 834,311 ) Operating Expenses Research and development 5,896,037 5,595,281 Sales and marketing 4,568,617 3,731,776 General and administrative 10,679,105 12,383,470 Impairment loss 412,999 2,826,918 Total operating expenses 21,556,758 24,537,445 Operating loss ( 17,876,212 ) ( 25,371,756 ) Other (income) expense Gain on divestiture of consumer segment ( 9,642,427 ) — Impairment on equity method investment 11,353,875 — Equity method loss 503,625 — Investment loss (income), net 651,943 ( 82,798 ) Interest expense 68,609 122,004 Other, net 714,859 965,681 Other (income) expense 3,650,484 1,004,887 Net loss from continuing operations ( 21,526,696 ) ( 26,376,643 ) Loss from discontinued operations ( 2,525,933 ) ( 1,730,386 ) Net loss $ ( 24,052,629 ) $ ( 28,107,029 ) Loss per share - basic and diluted Continuing operations $ ( 0.36 ) $ ( 0.49 ) Discontinued operations ( 0.04 ) ( 0.03 ) Loss per share - basic and diluted $ ( 0.40 ) $ ( 0.52 ) Weighted average shares outstanding - basic and diluted 60,118,675 53,860,199 See accompanying notes. F- 4 RED CAT HOLDINGS, INC. Consolidated Statements of Shareholders’ Equity Series B Additional Accumulated Other Preferred Stock Common Stock Paid-in Accumulated Comprehensive Total Shares Amount Shares Amount Capital Deficit Income (Loss) Equity Balances, April 30, 2022, as restated 986,676 $ 9,867 53,748,735 $ 53,749 $ 109,471,010 $ ( 28,971,074 ) $ ( 1,470,272 ) $ 79,093,280 Stock based compensation — — — — 3,656,724 — — 3,656,724 Vesting of restricted stock units — — 779,498 779 ( 523,606 ) — — ( 522,827 ) Shares issued for services — — 39,832 40 38,598 — — 38,638 Unrealized gain on marketable securities — — — — — — 610,129 610,129 Currency translation adjustments — — — — — — ( 974 ) ( 974 ) Net loss — — — — — ( 28,107,029 ) — ( 28,107,029 ) Balances, April 30, 2023, as restated 986,676 $ 9,867 54,568,065 $ 54,568 $ 112,642,726 $ ( 57,078,103 ) $ ( 861,117 ) $ 54,767,941 Stock based compensation — — — — 3,609,267 — — 3,609,267 Vesting of restricted stock units — — 446,717 447 ( 33,701 ) — — ( 33,254 ) Conversion of preferred stock ( 982,000 ) ( 9,820 ) 818,334 818 9,002 — — — Issuance of common stock through ATM facility, net — — 53,235 53 9,159 — — 9,212 Exercise of stock options — — 3,000 3 2,652 — — 2,655 Public offering, net of $ 804,400 of issuance costs — — 18,400,000 18,400 8,377,200 — — 8,395,600 Unrealized gain on marketable securities — — — — — — 864,165 864,165 Currency translation adjustments — — — — — — 1,573 1,573 Net loss — — — — — ( 24,052,629 ) — ( 24,052,629 ) Balances, April 30, 2024 4,676 $ 47 74,289,351 $ 74,289 $ 124,616,305 $ ( 81,130,732 ) $ 4,621 $ 43,564,530 See accompanying notes. F- 5 RED CAT HOLDINGS, INC. Consolidated Statements of Cash Flows Year ended April 30, 2024 2023 Cash Flows from Operating Activities (As restated) Net loss $ ( 24,052,629 ) $ ( 28,107,029 ) Net loss from discontinued operations ( 2,525,933 ) ( 1,730,386 ) Net loss from continuing operations ( 21,526,696 ) ( 26,376,643 ) Adjustments to reconcile net loss to net cash from operations: Stock based compensation - options 2,619,501 1,617,982 Stock based compensation - restricted units 989,766 2,038,742 Common stock issued for services — 38,638 Amortization of intangible assets 854,311 654,527 Realized loss from sale of marketable securities 851,986 296,012 Depreciation 568,813 311,545 Gain on divestiture of consumer segment ( 9,642,427 ) — Impairment on equity method investment 11,353,875 — Equity method loss 503,625 — Impairment on goodwill and intangible assets 412,999 2,826,918 Changes in operating assets and liabilities Accounts receivable ( 3,641,228 ) ( 288,986 ) Inventory 913,336 ( 5,707,525 ) Other ( 2,688,264 ) 559,660 Operating lease right-of-use assets and liabilities ( 4,180 ) 25,733 Customer deposits ( 102,047 ) ( 136,628 ) Accounts payable 187,872 434,803 Accrued expenses 661,695 ( 608,452 ) Net cash used in operating activities of continuing operations ( 17,687,063 ) ( 24,313,674 ) Cash Flows from Investing Activities Proceeds from divestiture of consumer segment 1,000,000 — Purchases of property and equipment ( 259,139 ) ( 2,450,213 ) Proceeds from sale of marketable securities 12,826,217 32,290,448 Investment in SAFE agreement — ( 250,000 ) Net cash provided by investing activities of continuing operations 13,567,078 29,590,235 Cash Flows from Financing Activities Proceeds from issuance of common stock: Public offering, net 8,395,600 — ATM facility, net 9,212 — Payments under debt obligations ( 572,137 ) ( 606,897 ) Payments of taxes related to equity transactions ( 33,254 ) ( 581,775 ) Exercise of stock options 2,655 — Proceeds from related party obligations — 13,404 Payments under related party obligations — ( 40,057 ) Net cash provided by (used in) financing activities of continuing operations 7,802,076 ( 1,215,325 ) Discontinued operations Operating activities ( 875,227 ) ( 4,885,746 ) Investing activities — — Financing activities — — Net cash used in discontinued operations ( 875,227 ) ( 4,885,746 ) Net increase (decrease) in Cash 2,806,864 ( 824,510 ) Cash, beginning of period 3,260,305 4,084,815 Cash, end of period 6,067,169 3,260,305 Less: Cash of discontinued operations — ( 86,656 ) Cash of continuing operations, end of period 6,067,169 3,173,649 Cash paid for interest 70,177 122,103 Cash paid for income taxes — — Non-cash transactions Equity method investment from divestiture of consumer segment $ 17,000,000 $ — Note receivable from divestiture of consumer segment $ 4,000,000 $ — Unrealized gain on marketable securities $ 864,165 $ 610,129 Conversion of preferred stock into common stock $ 9,820 $ — Shares withheld as payment of note receivable $ — $ 18,449 Taxes related to net share settlement of equity awards $ — $ 32,468 See accompanying notes. F- 6 RED CAT HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS April 30, 2024 and 2023 Note 1 – The Business The Company was originally incorporated in February 1984. Since April 2016, the Company’s primary business has been to provide products, services, and solutions to the drone industry which it presently does through its wholly owned operating subsidiaries. Beginning in January 2020, the Company expanded the scope of its drone products and services through four acquisitions, including: A. In January 2020, the Company acquired Rotor Riot, a provider of First Person View (“FPV”) drones and equipment, primarily to consumers. The purchase price was $ 1,995,114 . B. In November 2020, the Company acquired Fat Shark Holdings (“Fat Shark”), a provider of FPV video goggles to the drone industry. The purchase price was $ 8,354,076 . C. In May 2021, the Company acquired Skypersonic which provided hardware and software solutions that enable drones to complete inspection services in locations where GPS is either denied or not available, yet still record and transmit data even while being operated from thousands of miles away. The purchase price was $ 2,791,012 . D. In August 2021, the Company acquired Teal Drones (“Teal”), a leader in commercial and government Unmanned Aerial Vehicles (“UAV”) technology. The purchase price was $ 10,011,279 . Following the Teal acquisition in August 2021, we concentrated on integrating and organizing these businesses. Effective May 1, 2022, we established the Enterprise segment (“Enterprise”) and the Consumer segment (“Consumer”) to focus on the unique opportunities in each sector. Enterprise's initial strategy was to provide UAVs to commercial enterprises, and the military, to navigate dangerous military environments and confined industrial and commercial interior spaces. Subsequently, Enterprise narrowed its near-term attention on the military and other government agencies. Skypersonic's technology has been redirected to military applications and its operations consolidated into Teal. On December 11, 2023, the Company completed a firm commitment underwritten public offering with ThinkEquity of 18,400,000 shares of common stock which generated gross proceeds of $ 9,200,000 and net proceeds of approximately $ 8,400,000 . On February 16, 2024 , we closed the sale of our Consumer segment, consisting of Rotor Riot and Fat Shark, to Unusual Machines. The sale reflects the Company's decision to focus its efforts and capital on defense where it believes that there are more opportunities to create long term shareholder value. See Note 3 and Note 9. Note 2 – Summary of Significant Accounting Policies Basis of Accounting – The financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Certain prior period amounts have been restated to conform to the current year presentation. Restatement of Previously Issued Consolidated Financial Statements – The Company’s Consolidated Balance Sheet as of April 30, 2023, Consolidated Statement of Operations, Stockholders’ Equity and Cash Flows for the year then ended, and its Notes to the Consolidated Financial Statements for the year ended April 30, 2023, which were originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 27, 2023 (the “Original Form 10-K”), have been restated. The Company revised its accounting estimate of the life of an operating lease that was previously reported in its Original Form 10-K. Upon further evaluation, the Company determined that prior year adjustments were necessary. These Consolidated Financial Statements were restated to reflect a change in accounting estimate of the life of the operating lease under FASB ASC Topic 842 from three to nine years. Additionally, the Company revised its financial statements to remove derivative liabilities due to erroneously reporting warrants from our convertible note financings, as described in Note 18, as having a derivative component. F- 7 The impacts of these restatements are detailed in the tables below: Consolidated Balance Sheet As of April 30, 2023 Originally Reported As Restated Change Operating lease right-of-use assets $ 620,307 $ 1,600,434 $ 980,127 Total long-term assets 28,018,078 28,568,316 550,238 Operating lease liabilities, current 281,797 159,423 ( 122,374 ) Warrant derivative liability 588,205 — ( 588,205 ) Total current liabilities 4,760,616 4,050,037 ( 710,579 ) Operating lease liabilities, long-term 379,466 1,481,967 1,102,501 Total long-term liabilities 822,849 1,925,350 1,102,501 Additional paid-in capital 109,993,100 112,642,726 2,649,626 Accumulated deficit ( 54,586,793 ) ( 57,078,103 ) ( 2,491,310 ) Total shareholders’ equity 54,609,625 54,767,941 158,316 Total liabilities and stockholders’ equity $ 60,193,090 $ 60,743,328 $ 550,238 Consolidated Statement of Operations For the year ended April 30, 2023 Originally Reported As Restated Change Change in fair value of derivative liability $ ( 1,019,292 ) $ — $ 1,019,292 Net loss $ ( 27,087,737 ) $ ( 28,107,029 ) $ ( 1,019,292 ) Amounts presented as originally reported as of April 30, 2023 are exclusive of Discontinued Operations with the exception of (i) change in fair value of derivative liability, (ii) net loss, and (iii) Consolidated Balance Sheet totals. The Consolidated Statement of Cash Flows is not presented above as there was no change in net cash used in operating activities of continuing operations. Principles of Consolidation – Our consolidated financial statements include the accounts of our wholly owned subsidiaries which include Teal and Skypersonic as well as Rotor Riot and Fat Shark which were sold on February 16, 2024. Non-majority owned investments, including the formerly wholly owned subsidiaries Rotor Riot and Fat Shark, are accounted for using the equity method when the Company is able to significantly influence the operating policies of the investee. Intercompany transactions and balances have been eliminated. The Consumer segment businesses are characterized as discontinued operations in these financial statements. The operating results and cash flows of discontinued operations are separately stated in those respective financial statements. See Note 3. Use of Estimates – The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates reflected in these financial statements include those used to (i) complete purchase price accounting for acquisitions, (ii) the evaluation of long-term assets, including goodwill, for impairment, and (iii) the evaluation of other-than-temporary-impairment of equity method investments. Cash and Cash Equivalents – At April 30, 2024, we had cash of $ 6,067,169 in multiple commercial banks and financial services companies. We have not experienced any loss on these cash balances and believe they are not exposed to any significant credit risk. F- 8 Marketable Securities – Our marketable securities were classified and accounted for as available-for-sale securities. These securities were primarily invested in corporate bonds and were readily saleable, and therefore, we have classified them as short term. Our available-for-sale securities were carried at fair value with any unrealized gains and losses reported as a component of comprehensive income (loss). Once realized, any gains or losses were recognized in the statement of operations. We have elected to present accrued interest income separately from marketable securities on our consolidated balance sheets. Accrued interest income was $ 0 and $ 151,671 as of April 30, 2024 and April 30, 2023, respectively, and was included in other current assets. We did not write off any accrued interest income during the years ended April 30, 2024 and April 30, 2023. Accounts Receivable, net – Accounts receivable are recorded at the invoiced amount less allowances for doubtful accounts. The Company's estimate of the allowance for doubtful accounts is based on a multitude of factors, including historical bad debt levels for its customer base, experience with a specific customer, the economic environment, and other factors. Accounts receivable balances are written off against the allowance when it is probable that the receivable will not be collected. Concentration of Credit Risk – Financial instruments, which potentially subject the Company to concentrations of credit risk, include trade receivables. In the normal course of business, the Company provides credit terms to its customers. Accordingly, the Company performs ongoing credit evaluations of its customers, generally does not require collateral and considers the credit risk profile of the customer from which the receivable is due in further evaluating collection risk. Customers that accounted for 10% or greater of accounts receivable, net as of April 30, 2024 and 2023 were as follows: April 30, 2024 2023 Customer A 53 % 20 % Customer B 24 % * Customer C * 24 % Customer D * 14 % Customer E * 10 % * Accounts Receivable was less than 10% As of April 30, 2024, three customers accounted for equal to or greater than 10% of total revenue, totaling 28%, 23% and 10%, respectively. As of April 30, 2023, two customers accounted for equal to or greater than 10% of total revenue, totaling 22% and 20%, respectively. Inventories – Inventories, which consist of raw materials, work-in-process, and finished goods, are stated at the lower of cost or net realizable value, and are measured using the first-in, first-out method. Cost components include direct materials, direct labor, indirect overhead, as well as in-bound freight. At each balance sheet date, the Company evaluates the net realizable value of its inventory using various reference measures including current product selling prices and recent customer demand, as well as evaluating for excess quantities and obsolescence. Goodwill and Long-lived Assets – Goodwill represents the future economic benefit arising from other assets acquired in an acquisition that are not individually identified and separately recognized. We test goodwill for impairment in accordance with the provisions of ASC 350, Intangibles – Goodwill and Other, (“ASC 350”). Goodwill is tested for impairment at least annually at the reporting unit level or whenever events or changes in circumstances indicate that goodwill might be impaired. ASC 350 provides that an entity has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then additional impairment testing is not required. However, if an entity concludes otherwise, then it is required to perform an impairment test. The impairment test involves comparing the estimated fair value of a reporting unit with its book value, including goodwill. If the estimated fair value exceeds book value, goodwill is considered not to be impaired. If, however, the fair value of the reporting unit is less than book value, then an impairment loss is recognized in an amount equal to the amount that the book value of the reporting unit exceeds its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. F- 9 The estimate of fair value of a reporting unit is computed using either an income approach, a market approach, or a combination of both. Under the income approach, we utilize the discounted cash flow method to estimate the fair value of a reporting unit. Significant assumptions inherent in estimating the fair values include the estimated future cash flows, growth assumptions for future revenues (including gross profit, operating expenses, and capital expenditures), and a rate used to discount estimated future cash flow projections to their present value based on estimated weighted average cost of capital (i.e., the selected discount rate). Our assumptions are based on historical data, supplemented by current and anticipated market conditions, estimated growth rates, and management’s plans. Under the market approach, fair value is derived from metrics of publicly traded companies or historically completed transactions of comparable businesses. The selection of comparable businesses is based on the markets in which the reporting units operate and consider risk profiles, size, geography, and diversity of products and services. Goodwill for Teal is ascribed to its existing relationship with several U.S. government agencies including its classification as an approved vendor. The Company expects that the Goodwill recognized in each transaction will be deductible for tax purposes. The Company has reported net losses since its inception and is presently unable to determine when and if the tax benefit of this deduction will be realized. Property and equipment – Property and equipment is stated at cost less accumulated depreciation which is calculated using the straight-line method over the estimated useful life of the asset. The estimated useful lives of our property and equipment are generally: (i) furniture and fixtures - seven years, (ii) equipment and related - two to five years, and (iii) leasehold improvements – nine to fifteen years. Equity Method Investment – The equity method of accounting is applied to investments in which the Company has an ownership interest of between 20% and 50%. The Company evaluates its equity method investments each reporting period for evidence of a loss in value that is other than a temporary decline. Evidence of a loss in value might include, but would not necessarily be limited to, absence of an ability to recover the carrying amount of the investment or the inability of the investee to sustain an earnings capacity that would justify the carrying amount of the investment. The Company performed this analysis and concluded that its investment in UMAC was other-than-temporarily impaired and recognized an impairment charge of $ 11,353,875 for the year ended April 30, 2024. Leases – Accounting Standards Codification (ASC) 842 requires the recognition of assets and liabilities associated with lease agreements. The Company determines if a contract is a lease or contains a lease at inception. Operating lease liabilities are measured, on each reporting date, based on the present value of the future minimum lease payments over the remaining lease term. The Company's leases do not provide an implicit rate. Therefore, the Company uses an effective discount rate of 12% based on its last debt financing. Operating lease assets are measured by adjusting the lease liability for lease incentives, initial direct costs incurred and asset impairments. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term with the operating lease asset reduced by the amount of the expense. Lease terms may include options to extend or terminate a lease when they are reasonably certain to occur. Fair Values, Inputs and Valuation Techniques for Financial Assets and Liabilities, and Related Disclosures – The fair value measurements and disclosure guidance defines fair value and establishes a framework for measuring fair value. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. In accordance with this guidance, the Company has categorized its recurring basis financial assets and liabilities into a three-level fair value hierarchy based on the priority of the inputs to the valuation technique. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement in its entirety falls has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. The guidance establishes three levels of the fair value hierarchy as follows: Level 1 : Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 : Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and F- 10 Level 3 : Unobservable inputs that are significant to the measurement of the fair value of the assets or liabilities that are supported by little or no market data. Disclosures for Non-Financial Assets Measured at Fair Value on a Non-Recurring Basis The Company's financial instruments mainly consist of cash, receivables, current assets, accounts payable, accrued expenses and debt. The carrying amounts of these instruments approximates fair value due to their short-term nature. Revenue Recognition – The Company recognizes revenue in accordance with ASC Topic 606 - Revenue from Contracts with Customers, issued by the Financial Accounting Standards Board (“FASB”). This standard includes a comprehensive evaluation of factors to be considered regarding revenue recognition including (i) identifying the promised goods, (ii) evaluating performance obligations, (iii) measuring the transaction price, (iv) allocating the transaction price to the performance obligations if there are multiple components, and (v) recognizing revenue as each obligation is satisfied. The Company’s revenue transactions include the shipment of goods to customers as orders are fulfilled, completion of non-recurring engineering, completion of training, and customer support services. The Company recognizes revenue upon shipment of product or prototypes unless otherwise specified in the purchase order or contract. Customer deposits totaled $ 53,939 and $ 155,986 at April 30, 2024 and April 30, 2023, respectively. From time to time, non-recurring engineering contracts may involve the capitalization of engineering prototypes, classified as contract assets. Contract assets totaled $ 1,477,859 and $ 0 at April 30, 2024 and April 30, 2023, respectively. The following table presents the Company’s revenue disaggregated by revenue type: Year Ended April 30, 2024 2023 Contract related $ 4,173,005 $ 1,312,427 Product related 13,663,377 3,308,407 Total $ 17,836,382 $ 4,620,834 Research and Development – Research and development expenses include payroll, employee benefits, and other headcount-related expenses associated with product development. Research and development expenses also include third-party development and programming costs, materials, and a proportionate share of overhead costs such as rent. Product Warranty - The Company accrues an estimate of its exposure to warranty claims based upon both current and historical product sales data and warranty costs incurred. Product warranty reserves are recorded in current liabilities under accrued expenses. Warranty liability was $ 372,000 and $ 90,000 as of April 30, 2024 and April 30, 2023 respectively. Income Taxes – Deferred taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences 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 and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Recent Accounting Pronouncements – Management does not believe that recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements. Foreign Currency – The functional currency of our former international subsidiary, Skyset, was the local Italian currency. For that subsidiary, we translated assets and liabilities to U.S. dollars using period-end exchange rates, and average monthly exchange rates for revenues, costs, and expenses. We recorded translation gains and losses in accumulated other comprehensive income. Comprehensive Loss – Comprehensive loss consists of net loss and other comprehensive loss. Other comprehensive loss refers to gains and losses that are recorded as an element of stockholders' equity but are excluded from net loss. Our other comprehensive loss is comprised of foreign currency translation adjustments and unrealized gains or losses on available-for-sale securities. During the year ended April 30, 2024, comprehensive loss was $ 865,738 lower than net loss, related to unrealized gains on available-for-sale securities totaling $ 864,165 and foreign currency translation adjustments of $ 1,573 . During the year ended April 30, 2023, comprehensive loss was $ 609,155 lower than net loss, related to unrealized gains on available-for-sale securities totaling $ 610,129 , partially offset by foreign currency translation adjustments of $ 974 . F- 11 Stock-Based Compensation – S tock options are valued using the estimated grant-date fair value method of accounting in accordance with ASC Topic 718, Compensation – Stock Compensation. Fair value is determined based on the Black-Scholes Model using inputs reflecting our estimates of expected volatility, term and future dividends. We recognize forfeitures as they occur. The fair value of restricted stock is based on our stock price on the date of grant. Compensation cost is recognized on a straight-line basis over the service period which is the vesting term. Basic and Diluted Net Loss per Share – Basic and diluted net loss per share has been calculated by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Common stock equivalents were excluded from the computation of diluted net loss per share of common stock because they were anti-dilutive. The conversion or exercise of these common stock equivalents would dilute earnings per share if we become profitable in the future. Outstanding securities not included in the computation of diluted net loss per share because their effect would have been anti-dilutive include: April 30, 2024 April 30, 2023 Series B Preferred Stock, as converted 3,896 822,230 Stock options 6,779,934 4,784,809 Warrants 2,275,999 1,539,999 Restricted stock 175,130 781,060 Total 9,234,959 7,928,098 Related Parties – Parties are considered to be related to us if they have control or significant influence, directly or indirectly, over us, including key management personnel and members of the Board of Directors or are direct relatives of key management personnel of members of the Board of Directors. Related Party transactions are disclosed in Note 20. Liquidity and Going Concern – The Company has never been profitable and has incurred net losses related to acquisitions, as well as costs incurred to pursue its long-term growth strategy. During the year ended April 30, 2024, the Company incurred a net loss from continuing operations of $ 21,526,696 and used cash in operating activities of continuing operations of $ 17,687,063 . As of April 30, 2024, working capital for continuing operations totaled $ 18,746,419 . These financial results and our financial position at April 30, 2024 raise substantial doubt about our ability to continue as a going concern. However, the Company has recently taken actions to strengthen its liquidity. On December 11, 2023, we completed a public offering of 18,400,000 shares of common stock which generated net proceeds of approximately $8,400,000 as further described in Note 1 and Note 16. In addition, the Company’s operating plan for the next twelve months has been updated to reflect recent operating improvements. Revenues have accelerated and are expected to continue growing. The Company’s manufacturing facility is scaling production and gross profits are projected to increase. If necessary, the Company will seek to obtain additional debt financing for which there can be no guarantee. Subsequent to year end, as further described in Note 22, the Company sold its equity method investment for $4,400,000. Management has concluded that these recent positive developments alleviate any substantial doubt about the Company’s ability to continue its operations, and meet its financial obligations, for twelve months from the date these consolidated financial statements are issued. Note 3 – Divestiture of Consumer Segment On February 16, 2024, the Company closed the sale of Rotor Riot and Fat Shark to Unusual Machines. The sale was conducted pursuant to a Share Purchase Agreement dated November 21, 2022, as amended on April 13, 2023, July 10, 2023, and December 11, 2023 (the “SPA”). The transaction closed concurrently with UMAC’s initial public offering and listing on the NYSE American exchange (“IPO”) under the symbol “UMAC.” The total consideration received by the Company was valued at $ 20 million and consisted of i) $ 1 million in cash, ii) $ 2 million in a secured promissory note (“Promissory Note”), iii) $ 17 million in securities of Unusual Machines, and iv) a post-closing adjustment for excess working capital. F- 13 Secured Promissory Note The Promissory Note from Unusual Machines bears interest at a rate of 8% per year, is due 18 months from the date of issue, and requires monthly payments of interest due in arrears on the 15th day of each month. In the event of a Qualified Financing (defined as one or more related debt or equity financings by UMAC resulting in net proceeds of at least $5 million, other than UMAC’s completed IPO), the Company may require payment of this Promissory Note in whole or in part upon written notice given within 10 days of the Qualified Financing. During the occurrence and continuance of any event of default under the Note, The Company may, at its option, convert the amounts due under the Note to common stock of UMAC in whole or in part from time to time. The conversion price will be a 10% discount to the average daily volume weighted average price for UMAC’s common stock over the 10 days preceding the conversion price. Conversions under the Note will be limited such that no conversion may be made to the extent that, after giving effect to the conversion, the Company, together with its affiliates, would beneficially own in excess of 4.99% of UMAC’s common stock. This limit may be increased by the Company upon 61 days written notice. Unusual Machines Securities The $ 17 million worth of UMAC common stock was valued at the IPO price for UMAC’s common stock of $4.00 per share, resulting in 4,250,000 shares of UMAC common stock being issued to the Company (representing approximately 49% of UMAC’s issued and outstanding common stock after giving effect to the IPO and to the issuance of common stock to the Company upon closing of the IPO). Working Capital The purchase price was adjusted for working capital as of the closing date. Actual working capital excess amounts increased the principal amount of the Promissory Note dollar for dollar. Working capital as of closing was finalized at $ 2 million, as further described in Note 22. The Consumer segment has been classified as Discontinued Operations and reported in accordance with the applicable accounting standards. Set forth below are the results of operations for the Consumer segment for: Year ended April 30, 2024 2023 Revenues $ 4,213,653 $ 5,290,946 Cost of goods sold 4,577,980 4,793,430 Gross (Loss) Profit ( 364,327 ) 497,516 Operating Expenses Research and development 118,093 346,002 Sales and marketing 1,157,448 862,384 General and administrative 863,361 1,044,435 Total operating expenses 2,138,902 2,252,821 Operating loss ( 2,503,229 ) ( 1,755,305 ) Other expense (income) Interest expense 22,856 — Other, net ( 152 ) ( 24,919 ) Other expense (income) 22,704 ( 24,919 ) Net loss from discontinued operations $ ( 2,525,933 ) $ ( 1,730,386 ) F- 14 Assets and liabilities for the Consumer segment included: April 30, 2024 April 30, 2023 Current assets Cash $ — $ 86,656 Accounts receivable, net — 61,107 Inventory — 3,065,954 Other — 2,069,438 Total current assets — 5,283,155 Intangible assets, net — 20,000 Other — 3,853 Operating lease right-of-use assets — 84,544 Total long term assets — 108,397 Current liabilities Accounts payable $ — $ 606,872 Accrued expenses — 109,480 Customer deposits — 244,688 Operating lease liabilities — 49,461 Total current liabilities — 1,010,501 Long term liabilities - Operating lease liabilities — 41,814 Working capital $ — $ 4,272,654 Note 4 – Marketable Securities There were no marketable securities at April 30, 2024. At April 30, 2023, marketable securities consisted solely of corporate bonds and were classified at Level 2 in the Fair Value Hierarchy. Fair value, cost basis, and unrealized losses totaled $ 12,814,038 , $ 13,678,203 , and $ 864,165 at April 30, 2023, respectively. Note 5 – Inventories Inventories consisted of the following: April 30, 2024 April 30, 2023 Raw materials $ 5,750,324 $ 8,132,196 Work-in-process 1,289,997 509,381 Finished goods 966,916 278,996 Total $ 8,007,237 $ 8,920,573 F- 15 Note 6 – Other Current Assets Other current assets included: April 30, 2024 April 30, 2023 Contract asset $ 1,477,859 $ — Prepaid expenses 1,206,306 752,564 Grant receivable 675,000 — Prepaid inventory 602,888 359,500 Accrued interest income — 151,671 Total $ 3,962,053 $ 1,263,735 Note 7 – Due From Related Party In January 2022, the Company determined that a senior executive had relocated in 2021 but their compensation had not been subject to the income tax withholding required by the new jurisdiction. The amount subject to taxation included $ 155,624 of cash compensation and $ 1,413,332 of income associated with the vesting of restricted stock ("Stock Compensation"). In March 2022, the Company entered into a note agreement (the "Note") with the employee in the amount of $ 510,323 , representing the estimated taxes owed by the employee related to the Stock Compensation. Under the terms of the Note, 104,166 shares of common stock with a fair value of $ 280,832 , which had vested during calendar 2021, were withheld by the Company and applied against the Note. The employee agreed not to sell or transfer 110,983 shares of common stock held at the Company's transfer agent until the Note was repaid. In addition, the employee has 20,833 shares of restricted stock vesting monthly in calendar 2022, of which 3,000 shares were withheld with the fair value of those shares applied against the Note. Shares issued to the employee in 2022 were held at the transfer agent until the Note was repaid. The Note matured on December 31, 2022. The Company filed amended payroll tax returns on March 16, 2022. In March and April 2022, the Company made payments to the relevant tax authorities totaling $ 712,646 representing $ 510,323 owed by the employee, $ 31,604 owed by the Company, and $ 170,719 of penalties and interest. The Note was repaid in full in August 2022. Note 8 – Intangible Assets Intangible assets relate to acquisitions completed by the Company, including those described in Note 1, and were as follows: April 30, 2024 April 30, 2023 Gross Value Accumulated Amortization Net Value Gross Value Accumulated Amortization Net Value Proprietary technology $ 4,282,001 $ ( 1,917,612 ) $ 2,364,389 $ 4,967,000 $ ( 1,271,112 ) $ 3,695,888 Non-compete agreements 65,000 ( 65,000 ) — 81,000 ( 56,667 ) 24,333 Customer relationships — — — 39,000 ( 18,106 ) 20,894 Total finite-lived assets 4,347,001 ( 1,982,612 ) 2,364,389 5,087,000 ( 1,345,885 ) 3,741,115 Brand name 1,430,000 — 1,430,000 3,152,000 — 3,152,000 Total indefinite-lived assets 1,430,000 — 1,430,000 3,152,000 — 3,152,000 Total intangible assets, net $ 5,777,001 $ ( 1,982,612 ) $ 3,794,389 $ 8,239,000 $ ( 1,345,885 ) $ 6,893,115 Proprietary technology and non-compete agreements are being amortized over six years and three years, respectively. Customer relationships are being amortized over seven years. Goodwill and Brand name are not amortized but evaluated for impairment on a quarterly basis. F- 16 As of April 30, 2024, expected amortization expense for finite-lived intangible assets for the next five years is as follows: Fiscal Year Ended: 2025 $ 709,316 2026 709,316 2027 709,316 2028 236,441 2029 — Thereafter — Total $ 2,364,389 Goodwill represents the future economic benefit arising from other assets acquired in an acquisition that are not individually identified and separately recognized. The composition of, and changes in goodwill, consist of: Date Entity Goodwill January 2020 Rotor Riot $ 1,849,073 November 2020 Fat Shark 6,168,260 May 2021 Skypersonic 2,826,918 August 2021 Teal Drones 8,995,499 April 2023 - Impairment loss Skypersonic ( 2,826,918 ) Balance at April 30, 2023 $ 17,012,832 February 2024 – Divestiture Rotor Riot, Fat Shark ( 7,924,282 ) Balance at April 30, 2024 $ 9,088,550 Included in the amounts presented above is goodwill related to other insignificant transactions. Following the establishment of the Enterprise and Consumer segments, management evaluated the long-term business strategy of each segment. This resulted in the Enterprise segment narrowing its focus on the military and other government agencies. It was determined that Skypersonic's technology would be re-focused for the near term on military applications and consolidated into the operations of Teal. The Company completes a formal evaluation of the carrying value of its intangible assets, including goodwill, at the end of each fiscal year. Based on (i) the operating results for Skypersonic since its acquisition in May 2021, (ii) its consolidation into Teal, (iii) our current expectations of its future business conditions and trends, including its projected revenues, expenses, and cash flows, the Company recognized an impairment charge of $ 2,826,918 in April 2023. During FY2024, an impairment change of $ 412,999 was recognized related to Skypersonic’s proprietary technology. Note 9 – Equity Method Investment As of April 30, 2024, the Company owned a 46% interest in Unusual Machines. The primary business operations include selling first-person-view video goggles for drone pilots, drones, parts and related equipment to the consumer marketplace. UMAC’s financial statements are prepared in accordance with GAAP. See Note 3 and Note 22 for additional information. Financial information for UMAC is derived from UMAC’s Form 10-Q for the quarter ending March 31, 2024 and was as follows: Current assets $ 6,128,890 Long-term assets 18,099,802 Current liabilities 691,978 Long-term liabilities 2,313,896 Revenues 618,915 Gross profit 204,167 Net loss $ ( 1,106,001 ) F- 17 The Company’s investments in UMAC have been impacted by the following: Initial investment, February 16, 2024 $ 17,000,000 Equity method loss ( 503,625 ) Impairment ( 11,353,875 ) Investment balance, April 30, 2024 $ 5,142,500 The computation of both the initial investment as of February 16, 2024 and investment balance as of April 30, 2024, is based on the fair market value of UMAC’s common stock. Note 10 – Property and Equipment Property and equipment consist of assets with an estimated useful life greater than one year and are reported net of accumulated depreciation. The reported values are periodically assessed for impairment, and were as follows: April 30, 2024 April 30, 2023 Equipment and related $ 1,540,888 $ 1,386,373 Leasehold improvements 1,547,976 1,473,890 Furniture and fixtures 163,290 132,752 Accumulated depreciation ( 911,470 ) ( 342,657 ) Net carrying value $ 2,340,684 $ 2,650,358 Depreciation expense totaled $ 568,813 and $ 311,545 for the years ended April 30, 2024 and 2023, respectively. Note 11 – Other Long-Term Assets Other long-term assets included: April 30, 2024 April 30, 2023 SAFE agreement $ 250,000 $ 250,000 Security deposits 43,126 53,180 Total $ 293,126 $ 303,180 In November 2022, the Company entered into a SAFE (Simple Agreement for Future Equity) agreement with Firestorm Labs, Inc. (“Firestorm”) under which it made a payment of $ 250,000 to Firestorm in exchange for the right to certain shares of Firestorm stock. The SAFE permits the Company to participate in a future equity financing of Firestorm by converting the $ 250,000 into shares of Preferred Stock of Firestorm. If there is a change in control of Firestorm or a public offering of shares of its stock, then the Company shall have the right to receive cash payments, or shares of stock, whichever has greater value. The Company’s investment in the SAFE agreement has been recorded on the cost method of accounting. The Company evaluates the investment for any indications of impairment in value on a quarterly basis. No factors indicative of impairment were identified during the year ended April 30, 2024. F- 18 Note 12 – Right of Use Assets and Liabilities As of April 30, 2024, the Company had operating type leases for real estate and no finance type leases. The Company’s leases have remaining lease terms of up to 6.67 years, including options to extend certain leases for up to six years. Operating lease expense totaled $351,369 for the year ended April 30, 2024, including period cost for short-term, cancellable, and variable leases, not included in lease liabilities, of $4,950 for the year ended April 30, 2024. Leases on which the Company made rent payments during the reporting period included: Location Monthly Rent Expiration South Salt Lake, Utah $ 22,667 December 2024 San Juan, Puerto Rico $ 5,647 June 2027 Grantsville, Utah $ 1,000 December 2026 Supplemental information related to operating leases for the year ended April 30, 2024 was: Operating cash paid to settle lease liabilities $ $ 350,162 Weighted average remaining lease term (in years) 2.16 Weighted average discount rate 12 % Future lease payments at April 30, 2024 were as follows: Fiscal Year Ended: 2025 $ 366,853 2026 372,449 2027 372,880 2028 293,334 2029 280,080 Thereafter 443,460 Total 2,129,056 Imputed interest ( 611,466 ) Total liability $ 1,517,590 Note 13 – Debt Obligations A. Decathlon Capital On August 31, 2021, Teal entered into an Amended and Restated Loan and Security Agreement with Decathlon Alpha IV, L.P. (“DA4”) in the amount of $ 1,670,294 (the “Loan”), representing the outstanding principal amount previously due and owing by Teal to DA4. Interest on the Loan accrues at a rate of ten ( 10 %) percent per annum. Principal and interest is payable in monthly installments of $ 49,275 until maturity on December 31, 2024. The balance outstanding at April 30, 2024 and April 30, 2023 totaled $ 370,537 and $ 895,709 , respectively. B. Pelion Note In May 2021, Teal entered into a note agreement totaling $ 350,000 which is payable upon demand. The Note bears interest at the applicable Federal Rate as of the date of the Note which was 0.13 % on the date of issuance. Accrued interest at April 30, 2024 and April 30, 2023 totaled $ 1,334 and $ 878 , respectively. C. Vendor Agreement In connection with the acquisition of Teal on August 31, 2021, the Company assumed an obligation with a contract manufacturing firm. The assumed balance of $ 387,500 was repaid in monthly installments of $ 37,500 and paid in full in July 2022. F- 19 D. Corporate Equity Beginning in October 2021, and amended in January 2022, Teal financed a total of $ 120,000 of leasehold improvements with Corporate Equity, LLC. The loan bears interest at 8.25 % annually and requires monthly payments of $ 3,595 through December 2024. The balance outstanding at April 30, 2024 and April 30, 2023 totaled $ 27,495 and $ 66,586 respectively. E. Ascentium Capital In September 2021, Teal entered into a financing agreement with Ascentium Capital to fund the purchase of a fixed asset totaling $ 24,383 . Monthly payments of $ 656 are payable through October 2024. The balance outstanding at April 30, 2024 and April 30, 2023 totaled $ 3,538 and $ 11,412 respectively. F. Summary Future annual principal payments at April 30, 2024 were as follows: Fiscal Year Ended: 2025 751,570 Thereafter — Total $ 751,570 Note 14 – Due to Related Party In January 2020, in connection with the acquisition of Rotor Riot, the Company assumed a line of credit obligation of the seller, BRIT, LLC, totaling $ 47,853 which bore interest at 6.67 % annually. The remaining balance of $ 37,196 plus accrued interest totaling $ 292 was paid in October 2022. Note 15 – Income Taxes Our operating subsidiary, Red Cat Propware, Inc., is incorporated and based in Puerto Rico which is a commonwealth of the United States. We are not subject to taxation by the United States as Puerto Rico has its own taxing authority. Since inception, we have incurred net losses in each year of operations. Our current provision for the reporting periods presented in these financial statements consisted of a tax benefit against which we applied a full valuation allowance, resulting in no current provision for income taxes. In addition, there was no deferred provision for any of these reporting periods. At April 30, 2024 and April 30, 2023, we had accumulated deficits of approximately $ 81,100,000 and $ 54,600,000 , respectively. Deferred tax assets related to the future benefit of these net operating losses for tax purposes totaled approximately $ 15,004,000 and $ 10,101,000 , respectively, calculated using the base Puerto Rico corporate tax rate of 18.5%. Currently, we focus on projected future taxable income in evaluating whether it is more likely than not that these deferred assets will be realized. Based on the fact that we have not generated an operating profit since inception, we have applied a full valuation allowance against our deferred tax assets at April 30, 2024 and April 30, 2023. F- 20 Note 16 – Common Stock Our common stock has a par value of $0.001 per share. We are authorized to issue 500,000,000 shares of common stock. Each share of common stock is entitled to one vote. A summary of shares of common stock issued by the Company since April 30, 2022 is as follows: Description of Shares Shares Issued Shares outstanding as of April 30, 2022 53,748,735 Vesting of restricted stock to employees, net of shares withheld of 273,874 to pay taxes and 9,000 to repay a Note 653,308 Vesting of restricted stock to Board of Directors 116,507 Vesting of restricted stock to consultants 9,683 Shares issued for services 39,832 Shares outstanding as of April 30, 2023 54,568,065 Vesting of restricted stock to employees, net of shares withheld of 27,189 to pay taxes 192,742 Vesting of restricted stock to Board of Directors 252,214 Vesting of restricted stock to consultants 1,761 Conversion of preferred stock 818,334 Issuance of common stock through ATM facilities 53,235 Issuance of common stock through public offering 18,400,000 Exercise of stock options 3,000 Shares outstanding as of April 30, 2024 74,289,351 ATM Facility In August 2023, we entered into a sales agreement (“the 2023 ATM Facility”) with ThinkEquity LLC (“ThinkEquity”), which provides for the sale, in our sole discretion, of shares of our common stock through ThinkEquity, as our sales agent. In accordance with the terms of the ATM Sales Agreement, the Company may offer and sell shares of our common stock, par value $0.001 per share, having an aggregate offering price of up to $4,375,000. The issuance and sale of these shares by us pursuant to the 2023 ATM Facility are deemed “at the market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), and are registered under the Securities Act. We pay a commission of up to 2.5% of gross sales proceeds of any common stock sold under the 2023 ATM Facility. During the year ended April 30, 2024, we sold an aggregate of 53,235 shares of common stock under the 2023 ATM Facility, at an average price of $1.07 per share, for gross proceeds of approximately $57,000 and net proceeds of approximately $55,700, after deducting commissions and other offering expenses payable by us. Additionally, the Company incurred legal fees of approximately $46,000 establishing the 2023 ATM Facility. In December 2023, the Prospectus Supplement dated August 8, 2023 was amended to change the aggregate offering price under the ATM facility to up to $4,375,000. As of April 30, 2024, approximately $4,318,000 of common stock remained available to be sold under the 2023 ATM Facility, subject to certain conditions as specified in the sales agreement. Public Offering In December 2023, the Company entered into an underwriting agreement with ThinkEquity LLC, as representative of the underwriters, pursuant to which the Company agreed to sell to the underwriters in a firm commitment underwritten public offering (the “Offering”) an aggregate of 16,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a public offering price of $0.50 per share. The Company also granted the underwriters a 45-day option to purchase up to an additional 2,400,000 shares of Common Stock to cover over-allotments. The Offering closed on December 11, 2023, resulting in the issuance of 18,400,000 shares of Common Stock which generated gross proceeds of $9,200,000. Net proceeds to the Company from the Offering, after deducting the underwriting discount, the underwriters’ fees and expenses and the Company’s estimated Offering expenses, were approximately $8,400,000. F- 21 Note 17 – Preferred Stock Our preferred stock has a par value of $0.001 per share. Series B Preferred Stock (“Series B Stock”) is convertible into common stock at a ratio of 0.8334 shares of common stock for each share of Series B Stock held and votes together with the common stock on an as-if-converted basis. 982,000 shares of Series B Stock were converted into 818,334 shares of common stock in June 2023. Shares outstanding at April 30, 2024 totaled 4,676 which are convertible into 3,896 shares of common stock. Note 18 – Warrants The Company issued 5 year warrants to investors in connection with two convertible note financings. The warrants have an exercise price of $ 1.50 . The warrants were valued using the multinominal lattice The value of the warrants was included in the determination of the initial accounting for each financing. A summary of the warrants issued and their fair values were: Upon Issuance Outstanding at April 30, 2024 Date of Transaction Number of Warrants Initial Fair Value Number of Warrants Fair Value October 2020 399,998 $ 267,999 266,666 $ 209,938 January 2021 675,000 $ 2,870,666 540,000 $ 443,242 To date, we have received $ 301,248 related to the exercise of 268,332 warrants. In May 2021, the Company issued warrants to purchase 200,000 shares of common stock to the placement agent of its common stock offering. The warrants have a five-year term and an exercise price of $ 5.00 . In July 2021, the Company issued warrants to purchase 533,333 shares of common stock to the placement agent of its common stock offering. The warrants have a five-year term and an exercise price of $ 5.625 . In December 2023, the Company issued warrants to purchase 736,000 shares of common stock to the placement agent of its common stock offering. The warrants have a five-year term and an exercise price of $0.625. The following table presents the range of assumptions used to estimate the fair values of the stock warrants granted during the fiscal years ended April 30: 2024 2023 Risk-free interest rate 4.25 % — Expected dividend yield — — Expected term (in years) 5.00 — Expected volatility 205.50 % — F- 22 The following table summarizes the changes in warrants outstanding since April 30, 2022. Number of Shares Weighted-average Exercise Price per Share Weighted-average Remaining Contractual Term (in years) Aggregate Intrinsic Value Balance as of April 30, 2022 1,539,999 3.38 3.89 $ 427,533 Granted — $ — Exercised — — Outstanding as of April 30, 2023 1,539,999 3.38 2.89 $ — Granted 736,000 0.63 Exercised — — Outstanding at April 30, 2024 2,275,999 $ 2.49 2.77 $ 666,080 Note 19 – Share Based Awards The 2019 Equity Incentive Plan (the "Plan") allows us to incentivize key employees, consultants, and directors with long term compensation awards such as stock options, restricted stock, and restricted stock units (collectively, the "Awards"). The number of shares issuable in connection with Awards under the Plan may not exceed 11,750,000 . A. Options The range of assumptions used to calculate the fair value of options granted during the year ended April 30 was: 2024 2025 Exercise Price $ 0.72 – 1.12 $ 0.89 – 2.38 Stock price on date of grant 0.70 – 1.12 0.89 – 2.38 Risk-free interest rate 3.46 – 4.41 % 3.34 – 4.18 % Dividend yield — — Expected term (years) 5.28 – 8.25 6.25 – 8.25 Volatility 206.99 – 262.07 % 245.57 – 260.06 % A summary of options activity under the Plan since April 30, 2022 was: Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Outstanding as of April 30, 2022 3,694,142 $ 2.17 8.56 1,407,545 Granted 1,503,500 1.40 Exercised — — Forfeited or expired ( 412,833 ) 2.67 Outstanding as of April 30, 2023 4,784,809 1.88 8.72 74,586 Granted 2,903,542 1.02 Exercised ( 3,000 ) 0.89 Forfeited or expired ( 905,417 ) 2.27 Outstanding as of April 30, 2024 6,779,934 1.46 8.02 2,762,242 Exercisable as of April 30, 2024 3,578,756 $ 1.78 6.77 $ 1,246,497 F- 23 The aggregate intrinsic value of outstanding options represents the excess of the stock price at the indicated date over the exercise price of each option. As of April 30, 2024 and April 30, 2023, there was $ 943,648 and $ 2,940,239 of unrecognized stock-based compensation expense related to unvested stock options which is expected to be recognized over the weighted average periods of 1.95 and 1.94 years, respectively. B. Restricted Stock A summary of restricted stock activity under the Plan since April 30, 2022 was: Shares Weighted Average Grant-Date Fair Value Per Share Unvested and outstanding as of April 30, 2022 1,083,675 $ 2.59 Granted 780,884 2.14 Vested ( 1,062,372 ) 2.42 Forfeited ( 21,127 ) 2.13 Unvested and outstanding as of April 30, 2023 781,060 2.44 Granted 298,643 1.06 Vested ( 485,024 ) 1.92 Forfeited ( 419,549 ) 2.09 Unvested and outstanding as of April 30, 2024 175,130 $ 2.09 C. Stock Compensation Stock compensation expense by functional operating expense was: 2024 2023 Research and development $ 395,105 $ 692,947 Sales and marketing 562,110 566,153 General and administrative 2,652,052 2,397,624 Total $ 3,609,267 $ 3,656,724 Stock compensation expense pertaining to options totaled $ 2,619,501 and $ 1,617,982 for the year ended April 30, 2024 and 2023, respectively. Stock compensation expense pertaining to restricted stock totaled $ 989,766 and $ 2,038,742 for the year ended April 30, 2024 and 2023, respectively. Note 20 - Related-Party Transactions In January 2022, the Company entered into a note agreement with an employee in the principal amount of $510,323, as further described in Note 7. In February 2024, the Company sold Rotor Riot and Fat Shark to Unusual Machines, as further described in Note 3 and Note 9. UMAC’s Chief Executive Officer is a direct relative of a member of the Company’s management. Additional related party transactions are disclosed in Note 14. F- 24 Note 21 – Commitments and Contingencies Legal Proceedings In the ordinary course of business, we may be involved, at times, in various legal proceedings involving a variety of matters. We do not believe there are any pending legal proceedings that will have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties. We have not recorded any litigation reserves as of April 30, 2024. One pending legal matter is an action filed against Teal and the Company in a U.S. District Court in California. The complaint asserts claims for breach of contract, and the unlawful conversion and sale of shares of common stock that plaintiff alleges to have purchased in Teal prior to its acquisition by the Company. The complaint also alleges breach of fiduciary duty and seeks in excess of $1 million in damages. The Company plans to vigorously assert defenses to the complaint. Another pending legal matter is an action filed against Teal in a U.S. District Court in Delaware. The complaint asserts claims for breach of contract which management denies. We are asserting vigorous defenses to the complaint. Additionally, the Company has filed a lawsuit against the complainant for Tortious Interference with Contractual Relations and Prospective Contractual Relations. No discovery or other significant developments in the Lawsuit have occurred. Note 22 – Subsequent Events Subsequent events have been evaluated through the date of this filing and there are no subsequent events which require disclosure, except as follows: As described in Note 3, the SPA pertaining to the divestiture of the Consumer segment provided that the purchase price was to be increased on a dollar-for-dollar basis by the amount by which the working capital exceeded the agreed working capital (the “Working Capital Adjustment”). After negotiations between the parties, it was determined in July 2024 that UMAC owed the Company $2,000,000 as a Working Capital Adjustment. As a result, UMAC issued the Company $4,000,000 of its 8% Promissory Notes due November 30, 2025 (the “New Notes”) reflecting (i) satisfaction and settlement of working capital adjustments and (ii) a maturity date extension to November 30, 2025. On July 22, 2024, the Company sold all of its securities in UMAC to two unaffiliated third-party purchasers (the “Purchasers”). As part of the transaction, on July 22, 2024, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with UMAC pursuant to which the Company exchanged 4,250,000 shares of UMAC’s common stock, par value $0.001 per share, for 4,250 shares of UMAC’s newly designated Series A Convertible Preferred Stock (the “Series A”). The Company sold the Series A and the New Notes to the Purchasers for $4.4 million in cash pursuant to a Purchase Agreement in a transaction that closed on July 22, 2024. F- 25 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There were no changes in or disagreements with accountants on accounting and financial disclosure.