Quarterly report [Sections 13 or 15(d)]

FAIR VALUE MEASUREMENTS

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FAIR VALUE MEASUREMENTS
 6 Months Ended
Oct. 31, 2025
Fair Value Disclosures [Abstract]  
FAIR VALUE MEASUREMENTS

NOTE 12 – 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 three and six months ended October 31, 2025. The carrying amounts of cash equivalents, other current assets, accounts payable and accrued expenses approximate their face values at October 31, 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 probability-weighted scenario model, which uses as inputs the fair value of the Company’s common stock and estimates for the equity volatility and of the Company’s common stock, the time to maturity of the convertible preferred stock, the risk-free interest rate for a period of time that approximates the time to maturity, the maturity redemption premium rate, the liquidation premium rate, the market discount rate, and the dividend rate. 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 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 October 31, 2025 and April 30, 2025, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

                 
Description   Level   October 31, 2025     April 30, 2025  
Liabilities:                    
Warrant liabilities   3   $ 16,152,000     $ 338,000  
Derivative liabilities   3   $ 1,693,000     $ –  

 

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:

     
    Three Months Ended October 31, 2025  
Balance on July 31, 2025   $ 458,000  
Issuance of warrants     5,220,000  
Change in fair value of warrant liability     10,474,000  
Balance on October 31, 2025   $ 16,152,000  
         
    Six Months Ended October 31, 2025  
Balance on April 30, 2025   $ 338,000  
Issuance of warrants     5,583,000  
Change in fair value of warrant liability     10,231,000  
Balance on October 31, 2025   $ 16,152,000  

 

The following table sets forth a summary of the change in the fair value of the derivative liability that is measured at fair value on a recurring basis:

       
    Three Months Ended October 31, 2025  
Balance on July 31, 2025   $ –  
Issuance of Series C convertible preferred stock     1,995,000  
Change in fair value of derivative liability     (302,000 )
Balance on October 31, 2025   $ 1,693,000  

 

    Six Months Ended October 31, 2025  
Balance on April 30, 2025   $ –  
Issuance of Series C convertible preferred stock     1,995,000  
Change in fair value of derivative liability     (302,000 )
Balance on October 31, 2025   $ 1,693,000  

 

The fair value of the convertible note receivable was historically estimated using the income approach, which uses as inputs the fair value of debtor’s common stock and estimates for the equity volatility and volume volatility of debtor’s common stock, the time to expiration of the convertible note, the discount rate, the stated interest rate compared to the current market rate, the risk-free interest rate for a period that approximates the time to expiration, and probability of default. Therefore, the estimate of expected future volatility is based on the actual volatility of debtor’s common stock and historical volatility of debtor’s common stock utilizing a lookback period consistent with the time to expiration. The time to expiration is based on the contractual maturity date. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of measurement for time periods approximately equal to the time to expiration. Probability of default is estimated using the S&P Global default rate for companies with a similar credit rating to debtor’s. At October 31, 2025, the fair value of the convertible note receivable was estimated to be equal to its principal value the note was near its maturity and was expected to be fully settled in cash.

 

The fair values of financial instruments by class as of October 31, 2025 and April 30, 2025 are as follows:

                   
                 
    Level   October 31, 2025     April 30, 2025  
Financial Assets                    
Marketable equity securities   1   $ 201,190     $ 366,316  
Money market account   1   $ 2,077,557     $ 76,287  
Convertible note receivable – investment in debt security - Femasys   3   $ 5,000,000     $ 3,696,000  
Warrant asset - Femasys   3   $ 1,120,000     $ 3,061,000  
Investment in preferred stock - QCLS   3   $ 20,747,000     $ 22,474,000  
Warrant assets - QCLS   3   $ 11,442,000     $ 8,618,000  

 

Assumptions used in the valuation of the Level 3 assets include time to expiration, discount rate, risk-free rate, volatility and probability of default.