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STOCKHOLDERS’ EQUITY
 3 Months Ended
Nov. 30, 2025
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 7 – STOCKHOLDERS’ EQUITY

 

Common Stock

 

As of November 30, 2025, the Company had 408,578,823 shares of common stock outstanding.

 

On July 9, 2025, the Company entered into a Controlled Equity Offering Sales Agreement (the “Sales Agreement”) with each of Cantor Fitzgerald & Co. (“Cantor”) and ThinkEquity (each, an “Agent” and together, the “Agents”), pursuant to which the Company, from time to time, at its option may offer and sell shares (the “ATM Shares”) of its common stock (the “ATM Offering”). For further information regarding the ATM Offering, refer to Note 9 of the Company’s Annual Report on Form 10-K for the year ended August 31, 2025. As of November 30, 2025, the Company sold 168,532,074 shares of common stock pursuant to the ATM Offering and received cash proceeds of $7,664,380 net of the commission of $98,882.

 

 

Liability Classified Warrants

 

On September 22, 2025, the Company entered into a securities purchase agreement with an institutional investor, pursuant to which it issued (i) 5,217,715 shares of common stock at a price of $70 per share and (ii) warrants to purchase up to 10,435,430 shares of common stock at an exercise price of $87.50 per share. The warrants are immediately exercisable and expire on March 22, 2027. The exercise price and number of shares issuable upon exercise are subject to adjustment for certain corporate events, including stock dividends, splits, and fundamental transactions. The warrants contain standard anti-dilution provisions and may be adjusted in connection with certain fundamental transactions. In the event of a fundamental transaction, the holder may be entitled to receive cash, securities, or other property, consistent with the terms of the warrant agreement.

 

The warrants are classified as liabilities in accordance with ASC 815, as they contain provisions that could require net cash settlement in circumstances not solely within the Company’s control. Upon issuance, the warrant liability was measured at fair value using a Black-Scholes valuation model. The warrant liability is remeasured at fair value at each reporting date, with changes in fair value recognized in earnings.

 

At November 30, 2025, the fair value of the warrant liability was $98,615. The fair value was determined using the Black-Scholes option pricing model, with the following key inputs:

 

Stock Price  $33.12 
Exercise Price  $87.50 
Expected Term (in years)   1.31 
Risk-Free Interest rate   3.54%
Expected Volatility   120.00%
Expected Dividend Yield   0.00%

 

For the three months ended November 30, 2025, the Company recognized a gain of $158,212 related to changes in the fair value of the warrant liability. During the three months ended November 30, 2025, no liability classified warrants were exercised and all remained outstanding as of November 30, 2025. There were no liability classified warrants held as of August 31, 2025

 

Series A and B Convertible Preferred Stock

 

The Company is authorized to issue 500 shares of Series A and Series B Convertible Preferred Stock. All outstanding shares of Series A and Series B Convertible Preferred Stock were converted into common stock during the year ended August 31, 2025. No preferred shares were outstanding as of November 30, 2025.