DiaMedica Therapeutics Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the United States Securities Exchange Act of 1934, as amended (Exchange Act)) that are designed to provide reasonable assurance that information required to be disclosed by us in the reports we file or submit under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered in this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of such period to provide reasonable assurance that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management ’ s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) under the Exchange Act. Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in “Internal Control-Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that, as of December 31, 2025, our internal control over financial reporting was effective. This annual report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to the rules of the SEC that exempt smaller reporting companies from the auditor attestation requirement. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting that occurred during the fourth quarter ended December 31, 2025 that has materially affected or is reasonably likely to materially affect our internal control over financial reporting. Item 9B. Other Information Rule 10b5-1 Plan and Non-Rule 10b5-1 Trading Arrangement Adoptions, Terminations, and Modifications During the three months ended December 31, 2025, none of our directors or “officers” (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) and 408(c) respectively of SEC Regulation S-K. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 96 PART III Item 10. Directors, Executive Officers and Corporate Governance Executive Officers Information concerning our executive officers is included in this annual report on Form 10-K under Item 1 of Part I under the heading “ Information About Our Executive Officers .” Code of Ethics We have adopted a code of business conduct and ethics applicable to all of our directors, officers and employees, in accordance with Section 406 of the Sarbanes-Oxley Act, the rules of the SEC promulgated thereunder, and the Nasdaq Listing Rules. The code of business conduct and ethics is posted on our website at www.diamedica.com. We intend to disclose on our website any amendment to or waiver from any provision of the code of business conduct and ethics that applies to our principal executive, financial or accounting officers, and that relates to any element of the code identified in Item 406(b) of Regulation S-K, as promulgated by the SEC. Such disclosure will be provided promptly following the date of the amendment or waiver. We are not including the information contained on our website as part of, or incorporating it by reference into, this report or any other filing or document submitted to the SEC. Additional Information The additional information required by this Item is incorporated herein by reference to the information under the headings “Voting Proposal One – Election of Directors,” “Corporate Governance,” “Stock Ownership – Insider Trading Policy,” and, if any, under “Delinquent Section16(a) Reports” appearing in our definitive proxy statement to be filed with the SEC with respect to our 2026 Annual General Meeting of Shareholders (Annual Proxy Statement). Item 11. Executive Compensation The information required by this Item is incorporated herein by reference to the information under the headings “Director Compensation,” “Executive Compensation,” “Corporate Governance – Compensation Committee” appearing in the Annual Proxy Statement. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item is incorporated herein by reference to the information under the headings “Stock Ownership” and “Equity Compensation Plan Information,” appearing in the Annual Proxy Statement. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item is incorporated herein by reference to the information under the headings “Related Person Relationships and Transactions,” “Corporate Governance—Director Independence,” “Corporate Governance—Audit Committee” and “Corporate Governance—Compensation Committee” appearing in the Annual Proxy Statement Item 14. Principal Accountant Fees and Services The information required by this Item is incorporated herein by reference to the information under the headings “Audit Fees” and “Audit Committee Pre-Approval Policies and Procedures” under “Voting Proposal Two—Appointment of Baker Tilly US, LLP as our Independent Registered Public Accounting Firm and Authorization to Fix Remuneration” appearing in the Annual Proxy Statement. 97 PART IV Item 15. Exhibits and Financial Statement Schedules Financial Statements Our consolidated financial statements are included in “ Part II, Item 8. Financial Statements and Supplementary Data. ” Financial Statement Schedules All financial statement schedules are omitted because they are inapplicable since we are a smaller reporting company. Exhibits The exhibits being filed or furnished with this report are listed below, along with an indication as to each management contract or compensatory plan or arrangement. A copy of any of the exhibits listed or referred to herein will be furnished at a reasonable cost to any person who is a shareholder upon receipt from any such person of a written request for any such exhibit. Such request should be sent to: Mr. Scott Kellen, Chief Financial Officer and Corporate Secretary, DiaMedica Therapeutics Inc., 301 Carlson Parkway, Suite 210, Minneapolis, Minnesota 55305, Attn: Shareholder Information. Item No. Item Method of Filing 3.1 Notice of Articles of DiaMedica Therapeutics Inc. dated May 20, 2025 Incorporated by reference to Exhibit 3.1 to DiaMedica’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 (File No. 001-36291) 3.2 Amended and Restated Articles of DiaMedica Therapeutics Inc. Effective May 17, 2023 Incorporated by reference to Exhibit 3.1 to DiaMedica’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on May 18, 2023 (File No. 001-36291) 4.1 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 Incorporated by reference to Exhibit 4.1 to DiaMedica’s Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 001-36291) 4.2 Specimen Certificate representing Voting Common Shares of DiaMedica Therapeutics Inc. Incorporated by reference to Exhibit 4.2 to DiaMedica’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 4, 2019 (File No. 001-36291) 4.3 Registration Rights Agreement dated as of September 28, 2021 among DiaMedica Therapeutics Inc. and the Purchasers Party Thereto Incorporated by reference to Exhibit 4.5 to DiaMedica’s Registration Statement on Form S-3 as filed with the Securities and Exchange Commission on October 5, 2021 (File No. 333-260066) 4.4 Registration Rights Agreement dated as of June 23, 2023 among DiaMedica Therapeutics Inc. and the Purchasers Party Thereto Incorporated by reference to Exhibit 4.6 to DiaMedica’s Registration Statement on Form S-3 as filed with the Securities and Exchange Commission on June 30, 2023 (File No. 333-273068) 4.5 Form of Registration Rights Agreement by and among DiaMedica Therapeutics Inc. and the Purchasers Party Thereto Incorporated by reference to Exhibit 10.2 to DiaMedica’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 26, 2024 (File No. 001-36291) 4.6 Form of Registration Rights Agreement by and among DiaMedica Therapeutics Inc. and the Purchasers party thereto dated as of July 23, 2025 Incorporated by reference to Exhibit 10.2 to DiaMedica’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on July 21, 2025 (File No. 001-36291) 98 Item No. Item Method of Filing 10.1# DiaMedica Therapeutics Inc. Amended and Restated 2019 Omnibus Incentive Plan (Effective May 22, 2024) Incorporated by reference to Exhibit 10.1 to DiaMedica’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on May 23, 2024 (File No. 001-36291) 10.2# Form of Option Award Agreement under the DiaMedica Therapeutics Inc. 2019 Omnibus Incentive Plan Incorporated by reference to Exhibit 10.2 to DiaMedica’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-36291) 10.3# Form of Deferred Stock Unit Award Agreement under the DiaMedica Therapeutics Inc. 2019 Omnibus Incentive Plan Incorporated by reference to Exhibit 10.1 to DiaMedica’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2020 (File No. 001-36291) 10.4# DiaMedica Therapeutics Inc. Amended and Restated 2021 Employment Inducement Incentive Plan Incorporated by reference to Exhibit 10.3 to DiaMedica’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 (File No. 001-36291) 10.5# Form of Inducement Option Award Agreement under the DiaMedica Therapeutics Inc. 2021 Employment Incentive Plan Incorporated by reference to Exhibit 10.6 to DiaMedica’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-36291) 10.6# DiaMedica Therapeutics Inc. Stock Option Plan Amended and Restated November 6, 2018 Incorporated by reference to Exhibit 10.1 to DiaMedica’s Registration Statement on Form S-1 as filed with the Securities and Exchange Commission on November 9, 2018 (File No. 333-228313) 10.7# Form of Option Agreement under the DiaMedica Therapeutics Inc. Stock Option Plan Amended and Restated November 6, 2018 Incorporated by reference to Exhibit 10.3 to DiaMedica’s Registration Statement on Form S-1 as filed with the Securities and Exchange Commission on November 9, 2018 (File No. 333-228313) 10.8# Form of Option Agreement under the DiaMedica Therapeutics Inc. Stock Option Plan Amended and Restated December 21, 2017 Incorporated by reference to Exhibit 10.2 to DiaMedica’s Registration Statement on Form S-1 as filed with the Securities and Exchange Commission on November 9, 2018 (File No. 333-228313) 10.9# DiaMedica Therapeutics Inc. Amended and Restated Deferred Share Unit Plan Incorporated by reference to Exhibit 10.4 to DiaMedica’s Registration Statement on Form S-1 as filed with the Securities and Exchange Commission on November 9, 2018 (File No. 333-228313) 10.10# DiaMedica Therapeutics Inc. Short-Term Incentive Plan Incorporated by reference to Exhibit 10.1 to DiaMedica’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 21, 2019 (File No. 001-36291) 10.11# Form of Indemnification Agreement between DiaMedica Therapeutics Inc. and Each Director and Officer Incorporated by reference to Exhibit 10.1 to DiaMedica’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on February 24, 2025 (File No. 001-36291) 10.12# Employment Agreement effective as of September 12, 2018 between DiaMedica USA, Inc. and Rick Pauls Incorporated by reference to Exhibit 10.6 to DiaMedica’s Registration Statement on Form S-1 as filed with the Securities and Exchange Commission on November 9, 2018 (File No. 333-228313) 99 Item No. Item Method of Filing 10.13# Employment Agreement effective as of September 12, 2018 between DiaMedica USA, Inc. and Scott Kellen Incorporated by reference to Exhibit 10.7 to DiaMedica’s Annual Report on Form 10-K for the year ended December 31, 2018 (File No. 001-36291) 10.14# Employment Agreement effective as of August 11, 2025, between DiaMedica USA, Inc. and Julie Krop, M.D. Incorporated by reference to Exhibit 10.5 to DiaMedica’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 (File No. 001-36291) 10.15 301 Carlson Parkway Office Lease dated June 22, 2022 between Medica Services Company, LLC and DiaMedica USA Inc. Incorporated by reference to Exhibit 10.1 to DiaMedica’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 29, 2022 (File No. 001-36291) 10.16 Lease Guaranty Agreement dated June 22, 2022 by DiaMedica Therapeutics Inc. Incorporated by reference to Exhibit 10.2 to DiaMedica’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 29, 2022 (File No. 001-36291) 10.17 (1) GPEx® - Derived Cell Line Sale Agreement dated February 2, 2012 between DiaMedica Therapeutics Inc. and Catalent Pharma Solutions, LLC Incorporated by reference to Exhibit 10.12 to DiaMedica’s Registration Statement on Form S-1 as filed with the Securities and Exchange Commission on November 9, 2018 (File No. 333-228313) 10.18 First Amendment to GPEx® Development and Manufacturing Agreement dated April 10, 2017 between DiaMedica Therapeutics Inc. and Catalent Pharma Solutions, LLC Incorporated by reference to Exhibit 10.13 to DiaMedica’s Registration Statement on Form S-1 as filed with the Securities and Exchange Commission on November 9, 2018 (File No. 333-228313) 10.19 Second Amendment to GPEx® Development and Manufacturing Agreement dated as of October 22, 2018 between DiaMedica Therapeutics Inc. and Catalent Pharma Solutions, LLC Incorporated by reference to Exhibit 10.19 to DiaMedica’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-36291) 10.20 Third Amendment to GPEx® Development and Manufacturing Agreement dated as of April 11, 2022 between DiaMedica Therapeutics Inc. and Catalent Pharma Solutions, LLC Incorporated by reference to Exhibit 10.23 to DiaMedica’s Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 001-36291) 10.21 Securities Purchase Agreement dated as of September 26, 2021 among DiaMedica Therapeutics Inc. and the Purchasers Party Thereto Incorporated by reference to Exhibit 10.1 to DiaMedica’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on September 27, 2021 (File No. 001-36291) 10.22# Securities Purchase Agreement dated as of June 21, 2023 among DiaMedica Therapeutics Inc. and the Purchasers Party Thereto Incorporated by reference to Exhibit 10.1 to DiaMedica’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 21, 2023 (File No. 001-36291) 10.23# Form of Securities Purchase Agreement, dated as of June 25, 2024, by and among DiaMedica Therapeutics Inc. and the Purchasers Party Thereto Incorporated by reference to Exhibit 10.1 to DiaMedica’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on June 26, 2024 (File No. 001-36291) 10.24* Form of Securities Purchase Agreement, dated as of July 21, 2025, by and among DiaMedica Therapeutics Inc. and the Purchasers party thereto Incorporated by reference to Exhibit 10.1 to DiaMedica’s Current Report on Form 8-K as filed with the Securities and Exchange Commission on July 21, 2025 (File No. 001-36291) 10.25 Sales Agreement between DiaMedica Therapeutics Inc. and TD Securities (USA) LLC, dated August 12, 2025 Incorporated by reference to Exhibit 1.2 to DiaMedica’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on August 12, 2025 (File No. 001-36291) 100 Item No. Item Method of Filing 19.1 DiaMedica Therapeutics Inc. Insider Trading Policy Incorporated by reference to Exhibit 19.1 to DiaMedica’s Annual Report on Form 10-K for the year ended December 31, 2024 (File No. 001-36291) 21.1 Subsidiaries of DiaMedica Therapeutics Inc. Incorporated by reference to Exhibit 21.1 to DiaMedica’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-36291) 23.1 Consent of Baker Tilly US, LLP Filed herewith 24.1 Powers of Attorney Included on Signature Page 31.1 Certification of President and Chief Executive Officer Pursuant to SEC Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31.2 Certification of Chief Financial Officer Pursuant to SEC Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 32.1 Certification of President and Chief Executive Officer Pursuant to Rule 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith 32.2 Certification of Chief Financial Officer Pursuant to Rule 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Furnished herewith 97.1# DiaMedica Therapeutics Inc. Clawback Policy Incorporated by reference to Exhibit 97.1 to DiaMedica’s Annual Report on Form 10-K for the year ended December 31, 2023 (File No. 001-36291) 101 The following materials from DiaMedica Therapeutics Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Inline XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Equity, (v) the Consolidated Statements of Cash Flows, (vi) Notes to Consolidated Financial Statements, and (vii) the information under Part II, Item 9B of this Annual Report on Form 10-K. Filed herewith 104 Cover Page Interactive Data File Embedded within the Inline XBRL document # Indicates a management contract or compensatory plan or arrangement. (1) Portions of this exhibit have been redacted and are subject to an order granting confidential treatment under Rule 406 of the United States Securities Act of 1933, as amended (File No. 333-228313, CF #36833). The redacted material was filed separately with the Securities and Exchange Commission. * Certain exhibits and schedules have been omitted pursuant to Item 601 of Regulation S-K. A copy of any omitted exhibit can be furnished to the Commission upon its request Item 16. Form 10-K Summary None. 101 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. DIAMEDICA THERAPEUTICS INC. Date: March 30, 2026 By: /s/ Rick Pauls Rick Pauls President and Chief Executive Officer POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Rick Pauls and Scott Kellen, or either of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for such person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and any documents related to this report and filed pursuant to the Securities Exchange Act of 1934, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney shall be governed by and construed with the laws of the State of Minnesota and applicable U.S. federal securities laws. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name Title Date /s/ Rick Pauls President, Chief Executive Officer and Director March 30, 2026 Rick Pauls (principal executive officer) /s/ Scott Kellen Chief Financial Officer and Secretary March 30, 2026 Scott Kellen (principal financial and accounting officer) /s/ James Parsons Chairman of the Board, Director March 30, 2026 James Parsons /s/ Michael Giuffre, M.D. Director March 30, 2026 Michael Giuffre, M.D. /s/ Richard Kuntz, M.D., M.Sc. Director March 30, 2026 Richard Kuntz, M.D., M.Sc. /s/ Tanya N. Lewis Director March 30, 2026 Tanya N. Lewis /s/ Daniel J. O’Connor Director March 30, 2026 Daniel J. O’Connor /s/ Charles Semba, M.D. Director March 30, 2026 Charles Semba, M.D. 102 [page intentionally left blank] 103