5. Notes Payable - Related Party	9 Months Ended
Jul. 31, 2022
Notes
5. Notes Payable - Related Party	5. Notes Payable – Related Party On January 29, 2021, the Company and Mr. Gilbert entered into a Seventh Debt Extension Agreement effective January 29, 2021, pursuant to which the Company cancelled an outstanding promissory note in the amount of $9,071,000 issued to Mr. Gilbert on January 27, 2020 (the “Sixth Gilbert Note”) and issued Mr. Gilbert a new promissory note (the “Seventh Gilbert Note”) in the amount of $10,692,000, consisting of a principal of $9,585,000 and unpaid interest of $1,107,000 accrued under the Sixth Gilbert Note through October 31, 2020. Under the terms of the Seventh Gilbert Note, the Company agreed to pay the unpaid interest of $1,107,000 accrued under the Sixth Gilbert Note and included in the Seventh Gilbert Note at the time and on the terms set forth in the Seventh Gilbert Note. Under the terms of the Seventh Gilbert Note, the maturity date of the loan was extended to November 1, 2022, and the annual interest rate remained at 9.75%, with annual interest payments required to be made on October 31st of each year (although any accrued interest can be paid before such time without penalty). The note payable was secured by the Company’s assets. The amendments to the Sixth Gilbert Note were determined to be a modification of the debt instrument and no gain or loss was recorded as a result of the transactions. During the year ended October 31, 2021, the Company paid Mr. Gilbert all accrued interest due for the fiscal 2021 year under the Sixth Gilbert Note and the Seventh Gilbert Note in the amount of $1,057,000. On January 26, 2022, the Company and Mr. Gilbert entered into an Eighth Debt Extension Agreement, effective as of January 26, 2022, pursuant to which the Company cancelled the Seventh Gilbert Note and issued Mr. Gilbert a new promissory note (the “Eighth Gilbert Note”) in the amount of $10,692,000, which represented the total amount due and owing under the Seventh Gilbert Note as of January 26, 2022. Under the terms of the Eighth Gilbert Note, the maturity date of the loan was extended to November 1, 2023, and the annual interest rate remained 9.75%, with annual interest payments required to be made on October 31st of each year (although any accrued interest can be paid before such time without penalty). The note payable was secured by the Company’s assets. On April 30, 2022, the Company and Mr. Gilbert entered into a Ninth Debt Replacement Agreement, effective as of March 15, 2022, pursuant to which the Company cancelled the Eighth Gilbert Note and issued Mr. Gilbert a new promissory note (the “Ninth Gilbert Note”) in the amount of $11,692,000, which represented the total amount due and owing under the Eighth Gilbert Note as of January 26, 2022. Under the terms of the Ninth Gilbert Note, the maturity date of the loan remains November 1, 2023, and the annual interest rate remained 9.75%, with annual interest payments required to be made on October 31st of each year (although any accrued interest can be paid before such time without penalty). The note payable is secured by the Company’s assets. On July 31, 2022, the Company and Mr. Gilbert entered into a Tenth Debt Replacement Agreement, effective as of May 1, 2022, pursuant to which the Company cancelled the Ninth Gilbert Note and issued Mr. Gilbert a new promissory note (the “Tenth Gilbert Note”) in the amount of $12,492,000, which represented the total amount due and owing under the Ninth Gilbert Note plus additional borrowings during the three months ended July 31, 2022. Under the terms of the Tenth Gilbert Note, the maturity date of the loan remains November 1, 2023, and the annual interest rate remained 9.75%, with annual interest payments required to be made on October 31st of each year (although any accrued interest can be paid before such time without penalty). The note payable is secured by the Company’s assets. During the first nine months of fiscal 2022, the Company did not make any payments to Mr. Gilbert for interest accrued under the Seventh Gilbert Note, the Eighth Gilbert Note and the Ninth Gilbert Note through July 31, 2022. The total amount of accrued interest due was $833,000, which amount is included in accrued expenses and other current liabilities at July 31, 2022. During the nine months ended July 31, 2022, Mr. Gilbert loaned the Company an additional $1,800,000, under the Eighth Gilbert Note, the Ninth Gilbert Note and the Tenth Gilbert Note. During the nine months ended July 31, 2021, the Company paid Mr. Gilbert interest accrued on the Sixth Gilbert Note in a total amount of $791,000. During the nine months ended July 31, 2021, Mr. Gilbert did not loan the Company any additional funds. The Company has evaluated its financial position as of July 31, 2022, including an operating loss of $2,461,000 for the nine months ended July 31, 2022 and a working capital deficit of $940,000 (excluding deferred revenues) as of July 31, 2022, and has requested and received a commitment from Mr. Gilbert, dated September 12, 2022, that if the Company, at any time, is unable to meet its obligations through September 13, 2023, Mr. Gilbert will provide the Company with the necessary continuing financial support to meet such obligations. Such commitment for financial support may be in the form of additional advances or loans to the Company, in addition to the deferral of principal and/or interest payments due on the existing loans, if deemed necessary.

5. Notes Payable - Related Party

9 Months Ended

Jul. 31, 2022

5. Notes Payable – Related Party

On January 29, 2021, the Company and Mr. Gilbert entered into a Seventh Debt Extension Agreement effective January 29, 2021, pursuant to which the Company cancelled an outstanding promissory note in the amount of $9,071,000 issued to Mr. Gilbert on January 27, 2020 (the “Sixth Gilbert Note”) and issued Mr. Gilbert a new promissory note (the “Seventh Gilbert Note”) in the amount of $10,692,000, consisting of a principal of $9,585,000 and unpaid interest of $1,107,000 accrued under the Sixth Gilbert Note through October 31, 2020. Under the terms of the Seventh Gilbert Note, the Company agreed to pay the unpaid interest of $1,107,000 accrued under the Sixth Gilbert Note and included in the Seventh Gilbert Note at the time and on the terms set forth in the Seventh Gilbert Note. Under the terms of the Seventh Gilbert Note, the maturity date of the loan was extended to November 1, 2022, and the annual interest rate remained at 9.75%, with annual interest payments required to be made on October 31st of each year (although any accrued interest can be paid before such time without penalty). The note payable was secured by the Company’s assets. The amendments to the Sixth Gilbert Note were determined to be a modification of the debt instrument and no gain or loss was recorded as a result of the transactions. During the year ended October 31, 2021, the Company paid Mr. Gilbert all accrued interest due for the fiscal 2021 year under the Sixth Gilbert Note and the Seventh Gilbert Note in the amount of $1,057,000.

On January 26, 2022, the Company and Mr. Gilbert entered into an Eighth Debt Extension Agreement, effective as of January 26, 2022, pursuant to which the Company cancelled the Seventh Gilbert Note and issued Mr. Gilbert a new promissory note (the “Eighth Gilbert Note”) in the amount of $10,692,000, which represented the total amount due and owing under the Seventh Gilbert Note as of January 26, 2022. Under the terms of the Eighth Gilbert Note, the maturity date of the loan was extended to November 1, 2023, and the annual interest rate remained 9.75%, with annual interest payments required to be made on October 31st of each year (although any accrued interest can be paid before such time without penalty). The note payable was secured by the Company’s assets.

On April 30, 2022, the Company and Mr. Gilbert entered into a Ninth Debt Replacement Agreement, effective as of March 15, 2022, pursuant to which the Company cancelled the Eighth Gilbert Note and issued Mr. Gilbert a new promissory note (the “Ninth Gilbert Note”) in the amount of $11,692,000, which represented the total amount due and owing under the Eighth Gilbert Note as of January 26, 2022. Under the terms of the Ninth Gilbert Note, the maturity date of the loan remains November 1, 2023, and the annual interest rate remained 9.75%, with annual interest payments required to be made on October 31st of each year (although any accrued interest can be paid before such time without penalty). The note payable is secured by the Company’s assets.

On July 31, 2022, the Company and Mr. Gilbert entered into a Tenth Debt Replacement Agreement, effective as of May 1, 2022, pursuant to which the Company cancelled the Ninth Gilbert Note and issued Mr. Gilbert a new promissory note (the “Tenth Gilbert Note”) in the amount of $12,492,000, which represented the total amount due and owing under the Ninth Gilbert Note plus additional borrowings during the three months ended July 31, 2022. Under the terms of the Tenth Gilbert Note, the maturity date of the loan remains November 1, 2023, and the annual interest rate remained 9.75%, with annual interest payments required to be made on October 31st of each year (although any accrued interest can be paid before such time without penalty). The note payable is secured by the Company’s assets.

During the first nine months of fiscal 2022, the Company did not make any payments to Mr. Gilbert for interest accrued under the Seventh Gilbert Note, the Eighth Gilbert Note and the Ninth Gilbert Note through July 31, 2022. The total amount of accrued interest due was $833,000, which amount is included in accrued expenses and other current liabilities at July 31, 2022. During the nine months ended July 31, 2022, Mr. Gilbert loaned the Company an additional $1,800,000, under the Eighth Gilbert Note, the Ninth Gilbert Note and the Tenth Gilbert Note. During the nine months ended July 31, 2021, the Company paid Mr. Gilbert interest accrued on the Sixth Gilbert Note in a total amount of $791,000. During the nine months ended July 31, 2021, Mr. Gilbert did not loan the Company any additional funds.

The Company has evaluated its financial position as of July 31, 2022, including an operating loss of $2,461,000 for the nine months ended July 31, 2022 and a working capital deficit of $940,000 (excluding deferred revenues) as of July 31, 2022, and has requested and received a commitment from Mr. Gilbert, dated September 12, 2022, that if the Company, at any time, is unable to meet its obligations through September 13, 2023, Mr. Gilbert will provide the Company with the necessary continuing financial support to meet such obligations. Such commitment for financial support may be in the form of additional advances or loans to the Company, in addition to the deferral of principal and/or interest payments due on the existing loans, if deemed necessary.