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Equity
 9 Months Ended
Jan. 31, 2025
Equity [Abstract]  
Equity

(14) Equity

 

On March 21, 2024, the Company entered into an At-the-Market Offering Agreement with an aggregate offering price of up to $7.0 million (the “2023 ATM Facility”). On August 30, 2024 the aggregate offering price under the 2023 ATM Facility was increased to approximately $16.0 million. It was then reduced to approximately $2.9 million in September 2024 and increased again to approximately $60.0 million in December 2024. As of January 31, 2025, the Company had received proceeds of approximately $16.9 million under this facility and an additional $0.9 million between January 31, 2025 and March 16, 2025.

 

First Registered Direct Offering

 

On September 13, 2024, the Company entered into a common stock purchase agreement (the “First RDO Purchase Agreement”) with an institutional accredited investor for the sale (the “First Offering”) by the Company of shares (the “First RDO Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), for aggregate gross proceeds of $1.5 million before deducting offering expenses payable by the Company. The First RDO Shares were issued upon execution of a funding notice by the Company to the investor. The First RDO Shares were issued at a price per share equal to 80% of the lowest traded price of the Common Stock ten days prior to the closing date for the purchase of the shares. In addition, the Company has the right, but not the obligation, to sell to this investor up to an additional $3.5 million of shares of Common Stock on the same pricing terms.

 

The First RDO Purchase Agreement contained customary representations, warranties and agreements by the Company and customary conditions for closing. Pursuant to the First RDO Purchase Agreement, the Company also agreed to indemnify the purchaser against certain liabilities, including liabilities under the Securities Act and liabilities arising from breaches of representations and warranties contained therein. The First RDO Purchase Agreement included a waiver to the Tax Benefits Preservation Plan as well as a covenant on the investor to vote their shares of common stock in favor of all Company director nominees and other proxy proposals, but only for so long as the investor owns more than 5% of the outstanding stock.

 

Second Registered Direct Offering

 

On September 13, 2024, the Company also entered into a common stock purchase agreement (the “Second RDO Purchase Agreement”) with a separate institutional accredited investor for the sale (the “Second Offering”) by the Company of shares (the “Second RDO Shares”) of the Common Stock, for aggregate gross proceeds of $1.5 million, before deducting offering expenses payable by the Company. The Second RDO Shares were issued upon issuance of a funding notice by the Company to the investor. The Second RDO Shares were issued at a price per share equal to 80% of the lowest traded price of the Common Stock five days prior to the closing date for the purchase of the shares. In addition, the Company has the right, but not the obligation, to sell to this investor up to an additional $2.5 million of shares of Common Stock on the same pricing terms.

 

The Second RDO Purchase Agreement contains customary representations, warranties and agreements by the Company and customary conditions to closing. Pursuant to the Second RDO Purchase Agreement, the Company also agreed to indemnify the purchaser against certain liabilities, including liabilities under the Securities Act and liabilities arising from breaches of representations and warranties contained therein. The Second RDO Purchase Agreement included a waiver to the Tax Benefits Preservation Plan as well as a covenant on the investor to vote their shares of common stock in favor of all Company director nominees and other proxy proposals, but only for so long as the investor owns more than 5% of the outstanding stock.

 

The Company used the net proceeds from the First RDO Purchase Agreement and the Second RDO Purchase Agreement to build additional products and solutions to meet market demand, further advance the development of new products and solutions, engage in corporate development and merger and acquisition activities, for working capital needs, capital expenditures, repayment or refinancing of indebtedness, repurchases and redemptions of securities, and for other general corporate purposes.

 

Convertible Debt Offering

 

On December 20, 2024, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with an institutional investor (the “Investor”) under which the Company agreed to issue and sell, in one or more registered public offerings by the Company directly to the Investor (the “Offering”), senior convertible notes for up to an aggregate principal amount of $54.0 million (the “Notes”) that will be convertible into shares of the Company’s common stock. On December 20, 2024 (the “Initial Closing Date”), the Company issued and sold to the Investor a Note in the original principal amount of $4.0 million (the “Initial Note”). Upon our filing of one or more additional prospectus supplements, and our satisfaction of certain other conditions, the Securities Purchase Agreement contemplates additional closings of up to $50 million in aggregate principal amount of additional Notes, upon mutual agreement of the Company and the Investor. The Securities Purchase Agreement contains customary representations, warranties and covenants. It also grants the Investor the right to participate in certain future equity and equity-linked transactions of the Company from the Initial Closing Date through the 3-year anniversary thereof, as well as certain anti-dilution rights applicable to the Notes. No Note may be converted to the extent that such conversion would cause the then holder of such Note to become the beneficial owner of more than 4.99%, or, at the option of such holder, 9.99% of the then outstanding common stock, after giving effect to such conversion (the “Beneficial Ownership Cap”).

 

The Initial Note was issued with an original issue discount of 9.5%, resulting in $3.6 million of proceeds to the Company, before fees and expenses of approximately $0.4 million. Each Note bore interest at a rate of 12.5% per annum, which compounded on the first calendar day of each calendar quarter and increased the principal amount of the Notes on a dollar-for-dollar basis. Upon the occurrence and during the continuance of an event of default, the interest rate on the Notes will increase to 17.5% per annum. Unless earlier converted, the Notes will mature on the eighteen-month anniversary of their respective issuance dates. All amounts due under the Notes were convertible at any time, in whole or in part, and subject to the Beneficial Ownership Cap, at the option of the holders into shares of common stock at a conversion price equal to the lower of the closing price of the common stock on the trading day prior to each closing plus a 15% premium (the “Reference Price”) or 90% of the volume weighted average price of the common stock during the seven trading days ending and including the trading day immediately preceding the delivery or deemed delivery of the applicable conversion notice. Upon the satisfaction of certain conditions, we could have prepaid outstanding Notes upon not less than 20 business days nor more than 30 business days’ written notice by paying an amount equal to the face value of the Notes at a premium of 15%.

 

 

The Initial Note contained certain terms and conditions which management evaluated as potential embedded derivatives. Management determined that the optional conversion feature is not clearly and closely related to the debt host instrument, and therefore required bifurcation and separate accounting. We determined the fair value of the embedded derivative as approximately $0.4 million and recorded it as a discount to the debt and a derivative liability on the date of issue.

 

The Investor converted all of the outstanding principal and accrued interest under the Initial Note to common stock during December 2024, resulting in the issuance of 15,442,429 common shares at an average conversion price of $0.26 per share. Interest expense during the time the Initial Note was outstanding was immaterial. The Company recognized a loss on extinguishment resulting from the conversion, which is presented as a separate line item in the Company’s Consolidated Statements of Operations.