SHAREHOLDERS’ EQUITY

12 Months Ended

May 31, 2025

Equity [Abstract]

SHAREHOLDERS’ EQUITY

NOTE 6: SHAREHOLDERS’ EQUITY

STOCK OPTION AND RESTRICTED STOCK PLANS

In December 2014, the Company adopted and shareholders approved a stock option and restricted stock plan (the “2014 Plan”). Subsequently, in December 2017, the Company adopted and shareholders approved a stock option and restricted stock plan (the “2017 Plan”). In February 2020, the Board approved the 2020 Stock Incentive Plan (the “2020 Plan” and on December 11, 2020, the shareholders of the Company approved the 2020 Plan. In April 2023, the Board approved the Company’s 2023 Stock Incentive Plan (the “2023 Plan”) and on December 7, 2023, the shareholders of the Company approved the 2023 Plan. On December 13, 2024, the Board approved the Company’s 2024 Stock Incentive Plan (the “2024 Plan” and collectively with the 2014 Plan, 2017 Plan, 2020 Plan and 2023 Plan, the “Equity Incentive Plans”) and on December 7, 2024, the shareholders of the Company approved the 2024 Plan.

The Equity Incentive Plans provide that non-qualified options and incentive stock options and restricted stock may be granted to directors, affiliates, employees, or consultants of the Company. The Equity Incentive Plans authorize awards representing up to 112,500,112,500, 150,000, and 200,000 shares of the Company’s common stock to be issued under the 2017 Plan, 2020 Plan, 2023 Plan, and 2024 Plan, respectively. Awards granted under the Equity Incentive Plans typically vest over 4 years. Options granted under the Equity Incentive Plans will be granted at prices not less than 80% of the then fair market value of the common stock and will expire not more than 10 years after the date of grant. The 2017 Plan expires in December 2027, the 2020 Plan expires in December 2030, the 2023 Plan expires in December 2033, and 2024 Plan expires in December 2034.

Stock-based compensation expense for the years ended May 31, 2025 and 2024 is as follows:

	For the Year Ended May 31,
	2025		2024
Cost of sales	$	37,000	$	70,000
Selling, general and administrative		415,000		742,000
Research and development		8,000		25,000
Total stock option expense	$	460,000	$	837,000

Activity as to aggregate stock options outstanding is as follows:

	Number of Stock Options			Weighted Average Exercise Price		Aggregate Intrinsic Value
Options Outstanding at May 31, 2023		292,547		$	28.16	$	146,000
Options granted		167,313		$	9.02	$	-
Options canceled or expired		(24,906	)	$	36.95	$	-
Options Outstanding at May 31, 2024		434,954		$	20.29	$	-
Options granted		53,630		$	2.78	$	-
Options exercised		(2,375	)	$	6.56	$	4,000
Options canceled or expired		(72,343	)	$	13.47	$	-
Options Outstanding at May 31, 2025		413,866		$	19.29	$	18,000
Options vested and exercisable at May 31, 2025		296,578		$	24.00	$	-

The weighted average grant date fair value of options granted during 2025 and 2024 were $2.33 and $6.40, respectively.

Activity as to RSUs outstanding is as follows:

			Weighted
			Average
	Number of		Grant Date
	RSUs		Fair Value
Unvested RSUs at May 31, 2024		-	$	-
Granted		97,500		2.51
Unvested RSUs at May 31, 2025		97,500	$	2.51

Stock-based compensation expense recognized related to RSUs for the years ended May 31, 2025 and 2024 is $64,000 and $0, respectively.

As of May 31, 2025, total stock-based compensation expense related to non-vested stock option awards not yet recognized totaled approximately $535,000 and total stock-based compensation expense related to non-vested RSUs not yet recognized totaled approximately $181,000. The weighted-average period over which these amounts are expected to be recognized is 2.38 years and 2.48 years, respectively. The weighted average remaining contractual term of options that were exercisable on May 31, 2025 was 5.35 years. The weighted average remaining contractual term of options that were vested, exercisable, or expected to vest on May 31, 2025 was 6.24 years.

COMMON STOCK ACTIVITY

On September 28, 2023, the Company filed a “shelf” registration statement on Form S-3 with the SEC, allowing the Company to issue up to $20,000,000 in common shares. Under this registration statement, shares of our common stock may be sold from time to time for up to three years from the filing date. On May 10, 2024, the Company filed a prospectus supplement with the SEC, as part of the registration statement filed on September 28, 2023, which was declared effective on September 29, 2023. This supplement was intended to facilitate the sale of up to $5,500,000 in common stock through ATM offerings, as defined in Rule 415 under the Securities Act.

During the year ended May 31, 2025, the Company sold 440,687 shares of its common stock at prices ranging from $3.06 to $8.32 pursuant to the ATM Agreement, which resulted in gross proceeds of approximately $2,143,000 and net proceeds to the Company of $2,015,000, after deducting commissions for each sale and legal, accounting, and other fees related to offering in the amount of $128,000, including $84,000 of previously capitalized deferred offering cost.

PREFERRED STOCK ACTIVITY

There was no preferred stock activity for the years ended May 31, 2025 and 2024.