Quarterly report [Sections 13 or 15(d)]

Equity

v3.25.4
Equity
 6 Months Ended
Nov. 30, 2025
Equity  
Equity

Note 5. Equity

Standby Equity Purchase Agreement

On November 3, 2025, the Company entered into a Standby Equity Purchase Agreement (the “Purchase Agreement”) with YA II PN, Ltd., a Cayman Islands exempt limited partnership (“Yorkville”).

Pursuant to and subject to the terms of the Purchase Agreement, for 36 months following the date of the Purchase Agreement, the Company has the right, but not the obligation, to sell to Yorkville, and Yorkville is obligated to purchase from the Company, shares of the Company’s common stock (“Common Stock”).

At the Company’s option, the shares of Common Stock would be purchased at 98% of the lowest daily volume weighted average price (“VWAP”) during the three consecutive trading days (the “Pricing Period”) commencing on the date (each, an “Advance Notice Date”) the Company is deemed to have delivered a written notice to Yorkville setting forth the number of shares of Common Stock that the Company desires to issue and sell to Yorkville in accordance with the terms of the Purchase Agreement (each notice, an “Advance Notice”), subject to certain limitations. The Company, at its discretion, may also specify a minimum acceptable price per share in an Advance Notice (each issuance and sale, an “Advance”). While there is no mandatory minimum amount for any Advance, it may not exceed an amount equal to 100% of the average of the daily traded amount on the five consecutive trading days immediately preceding an Advance Notice. Further, subject to the above conditions, in no event shall Yorkville be required to purchase more than $30,000,000 of shares of Common Stock in the aggregate during the term of the Purchase Agreement (the “Commitment Amount”).

As consideration for Yorkville’s commitment to purchase the shares of Common Stock pursuant the Purchase Agreement, the Company (i) paid Yorkville a structuring fee in the amount of $25,000; and (ii) will pay a commitment fee in an amount equal to 1.00% of the Commitment Amount (the “Commitment Fee”), to be paid in the form of shares of Common Stock issued to Yorkville (the “Commitment Shares”), of which one-half was issued on November 3, 2025, and the remaining one-half shall be issued on the six-month anniversary of the Purchase Agreement.

The Purchase Agreement will automatically terminate on the earlier of (i) the 36-month anniversary of the date of the Purchase Agreement, or (ii) the date Yorkville has made full payment of Advances equal to the Commitment Amount. The Company has the right to terminate the Purchase Agreement upon five trading days’ prior written notice to Yorkville, subject to certain conditions. The Company and Yorkville may also agree to terminate the Purchase Agreement by mutual written consent.

Warrants

Warrant activity is presented in the table below:

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Weighted 

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average

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Weighted

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remaining

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Aggregate

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Number of

​

average

​

contractual

​

intrinsic

(in thousands, except for share data and years)

  ​ ​ ​

shares

  ​ ​ ​

exercise price

  ​ ​ ​

life in years

  ​ ​ ​

value

Warrants outstanding at May 31, 2025

 

213,128

​

$

0.27

 

3.71

​

$

27,923

Granted

 

—

​

$

—

 

​

​

 

​

Exercised

 

(597)

​

$

0.09

 

​

​

 

129

Forfeited, expired, and cancelled

 

(105)

​

$

3.07

 

​

​

 

​

Warrants outstanding at November 30, 2025

 

212,426

​

$

0.26

 

3.20

​

$

23,593

Warrants outstanding and exercisable at November 30, 2025

 

212,426

​

$

0.26

 

3.20

​

$

23,593

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​

​

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Warrant exercises

During the six months ended November 30, 2025, the Company issued approximately 0.4 million shares of common stock in connection with the cashless exercise of approximately 0.6 million warrants with stated exercise prices of $0.09387 per share.