Quarterly report [Sections 13 or 15(d)]

Stockholders??? Equity

v3.25.1
Stockholders’ Equity
 9 Months Ended
Feb. 28, 2025
Stockholders' Equity Note [Abstract]  
Equity [Text Block]

Note 17: Stockholders’ Equity

 

The Company’s authorized capital stock consists of 345,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.001 per share.

 

Common stock transactions for the nine months ended February 28, 2025

 

On August 30, 2024, the Company issued 56,847,545 shares of common stock pursuant to the conversion $2,200,000 of the principal amount of a note payable (see note 15). No gain or loss was recorded on this transaction as the conversion occurred according to the terms of the note.

 

On September 10, 2024, the Company settled three notes payable in the aggregate principal amount of $2,868,282 for a cash payment in the amount of $2,600,000. In addition, the noteholders returned for cancellation a total of 15,488,901 shares of the Company’s common stock and warrants to purchase 6,177,216 shares of the Company’s common stock. The cancelled shares were valued at the closing price of the Company’s common stock on the date of the cancellation, or $0.044 per share for a total value of $681,510. The warrants were valued at $4,136 using the Black-Sholes valuation model. A gain in the amount of $949,793 was recorded on this transaction. See note 18.

 

On November 1, 2024, the Company acquired and cancelled 1,125,000 shares of common stock from a board member at a cost of $40,000. These shares were valued at $0.0557 per shares, which was the closing price on the date of the cancellation; the amount of $22,663 was charged to additional paid-in capital on this related party transaction. The purchase price of $40,000 was unpaid at February 28, 2025. (see note 12)

 

Common stock transactions for the nine months ended February 29, 2024

 

None.

 

Warrants

 

Warrants for the nine months ended February 28, 2025:

 

The following table summarizes the significant terms of warrants outstanding at February 28, 2025. This table does not include the unit warrants. See Unit Warrants section below.

 

Range of
exercise
Prices		     Number of
warrants
Outstanding		     Weighted
average
remaining
contractual
life (years)		     Weighted
average
exercise
price of
outstanding
Warrants		     Number of
warrants
Exercisable		     Weighted
average
exercise
price of
exercisable
Warrants		  
$ 0.40       14,398,169       0.55     $ 0.40       14,398,169     $ 0.40  
          14,398,169       0.55     $ 0.40       14,398,169     $ 0.40  

  

Transactions involving warrants are summarized as follows. This table does not include the unit warrants. See Unit Warrants section below.

 

    Number of
Shares		     Weighted
Average
Exercise
Price		  
Warrants outstanding at May 31, 2023     21,181,449     $ 0.40  
Granted     -     $ -  
Exercised     -     $ -  
Cancelled / Expired     (454,548 )   $ 0.41  
Warrants outstanding at May 31, 2024     20,726,901     $ 0.40  
Granted                
Exercised     -     $ -  
Cancelled / Expired     (6,328,732 )   $ 0.40  
Warrants outstanding at February 28, 2025     14,398,169     $ 0.40  

 

Stock Options

 

Stock options for the nine months ended February 28, 2025

 

During the nine months ended February 28, 2025, 41,667 options issued to the Company’s previous Chief Science Officer expired, and 500,000 options issued to the Company’s previous Chief Operating Officer expired.

The following table summarizes the significant terms of options outstanding at February 28, 2025.

 

Range of
exercise
Prices		     Number of
options
Outstanding		     Weighted
average
remaining
contractual
life (years)		     Weighted
average
exercise
price of
outstanding
Options		     Number of
Options
Exercisable		     Weighted
average
exercise
price of
exercisable
Option		  
$ 0.039       7,500,000       8.93     $ 0.039       2,916,666     $ 0.039  

 

Transactions involving options are summarized as follows.

 

    Number of
Shares		     Weighted
Average
Exercise
Price		  
Options outstanding at May 31, 2024     8,041,667     $ 0.039  
Granted     -     $ -  
Exercised     -     $ -  
Cancelled / Expired     (541,667 )   $ 0.039  
Options outstanding at February 28, 2025     7,500,000     $ 0.039  

 

The Company valued options using the Black-Scholes valuation model utilizing the following variables during the nine months ended February 28, 2025:

 

    February 28,  
    2025  
Volatility     269.44 %
Dividends   $ -  
Risk-free interest rates     3.8 %
Expected term (years)     5.00  

 

Stock options for the nine months ended February 29, 2024

 

None.

 

During the three and nine months ended February 28, 2025, the Company charged $28,802 and $73,532, respectively, to stock-based compensation expense, in connection with the vesting of stock options. During the three and nine months ended February 29, 2024, the Company charged $6,489 to stock-based compensation expense, in connection with the vesting of stock options.

 

The aggregate intrinsic value of options outstanding and exercisable at February 28, 2025 and February 29, 2024 was $0 and $3,678, respectively. Aggregate intrinsic value represents the difference between the fair value of the Company’s stock on the last day of the fiscal period, which was $0.031 as of February 28, 2025, and the exercise price multiplied by the number of options outstanding and exercisable.