What changed in this filing

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Item 1. Financial Statements

2026-01-13 compared with 2025-07-14 · 112 added, 155 removed, 363 unchanged (42% of the section changed)

2 unchanged sentences

CONSOLIDATED BALANCE SHEETS

(Expressed in US Dollars except share amounts)

(Expressed in US Dollars)

Short-term investments

Marketable securities

7 unchanged sentences

Property & equipment, net

Total Non-current Assets

LIABILITIES and STOCKHOLDERS' EQUITY

1 unchanged sentence

Accounts payable and accrued liabilities

Deferred revenue

Lease liability, current

4 unchanged sentences

Share Capital

220,000,000 common voting shares with a par value of $ 0.001 per share

Common shares issued and outstanding:

19,559,179 and 19,459,179 , respectively, at May 31, 2025, and 15,810,205 at August 31, 2024

220,000,000 common voting shares with a par value of $ 0.001 per share Common shares issued and outstanding:

22,225,846 and 19,559,179 at November 30, 2025 and August 31, 2025, respectively

Additional paid-in capital

9 unchanged sentences

LEXARIA BIOSCIENCE CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS AND OTHER COMPREHENSIVE LOSS

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in US Dollars except share amounts)

Three Months Ended

Nine Months Ended

Three Months Ended November 30,

Cost of goods sold

6 unchanged sentences

( 2,690,707 )

( 9,192,140 )

( 3,550,066 )

Other income (loss)

2 unchanged sentences

Total other income (loss)

Net loss before income taxes

( 1,595,712 )

6 unchanged sentences

$ ( 2,703,699 )

$ ( 9,206,003 )

$ ( 3,610,555 )

Other comprehensive income (loss)

3 unchanged sentences

$ ( 2,706,874 )

$ ( 9,267,260 )

$ ( 3,632,421 )

Basic and diluted loss per share

Weighted average number of common shares outstanding - Basic and diluted

Weighted average number of common shares outstanding

- Basic and diluted

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

For the Nine Months Ended May 31, 2025 and 2024

For the Three Months Ended November 30, 2025 and 2024

(Expressed in US Dollars)

4 unchanged sentences

$ ( 386,942 )

Stock issued in equity offering

Foreign currency translation adjustment

Stock-based compensation

( 2,703,699 )

Non-controlling interest

Balance November 30, 2024

$ ( 54,262,471 )

$ ( 380,278 )

Stock issued in equity offering

Foreign currency translation adjustment

Stock-based compensation

( 2,713,212 )

Non-controlling interest

Balance February 28, 2025

$ ( 56,975,683 )

$ ( 118,246 )

$ ( 384,038 )

Stock issued in equity offering

Shares sold for cash

Stock-based compensation

3 unchanged sentences

Non-controlling interest

Balance May 31, 2025

Balance November 30, 2025

$ ( 65,055,620 )

3 unchanged sentences

$ ( 377,349 )

Stock issued in equity offering

Stock issued in exercise of warrants

Foreign currency translation adjustment

Shares sold for cash

Stock-based compensation

( 1,179,323 )

Non-controlling interest

Balance November 30, 2023

$ ( 46,942,750 )

$ ( 369,755 )

Stock issued in equity offering

Stock issued from exercise of warrants

Foreign currency translation adjustment

Non-controlling interest

Balance February 29, 2024

( 2,703,699 )

Stock issued from exercise of warrants

Stock issued from exercise of options

Foreign currency translation adjustment

Stock-based compensation

( 1,781,693 )

Non-controlling interest

Balance May 31, 2024

Balance November 30, 2024

$ ( 54,262,471 )

3 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended May 31, 2025 and 2024

(Expressed in US Dollars)

Three Months Ended November 30,

Cash flows used in operating activities

4 unchanged sentences

Depreciation and amortization

Impairment loss

Noncash lease expense

13 unchanged sentences

Additions to intellectual property

$ ( 119,018 )

Purchase of equipment

Net cash used in investing activities

$ ( 119,018 )

Cash flows provided by financing activities

Proceeds from shares sold for cash

Proceeds from exercise of warrants

Net cash provided by financing activities

1 unchanged sentence

Net change in cash for the period

( 1,908,124 )

Cash at beginning of period

Cash at end of period

Supplemental cash flow disclosure:

Income taxes paid in cash

Non-cash investing/financing activities:

Amortization of deferred offering costs

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

1 unchanged sentence

NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2025

(Expressed in U.S.

3 unchanged sentences

(“Lexaria”, “we”, “our” or “the Company”) is a biotechnology company pursuing the enhancement of the bioavailability of a diverse and broad range of active pharmaceutical ingredients (“API”) using our proprietary DehydraTECH drug delivery technology.

Our current focus is the investigation of the incorporation of our DehydraTECH drug delivery technology with GLP-1 and GIP drugs to enhance absorption and reduce adverse side effects.

Our current focus is the investigation of the incorporation of our DehydraTECH drug delivery technology with GLP-1 and GIP drugs to reduce adverse events of these drugs while maintaining or enhancing their effectiveness.

Revenues are generated from licensing contracts for the Company’s patented DehydraTECH technology based on the terms of use and defined geographic and licensing arrangements.

4 unchanged sentences

Since inception, the Company has incurred significant operating and net losses.

Net losses attributable to shareholders were $ 9.2 million and $ 3.6 million for the nine months ended May 31, 2025, and May 31, 2024, respectively.

As of May 31, 2025, we had an accumulated deficit of $ 60.8 million.

Net losses attributable to shareholders were $ 1.6 million and $ 2.7 million for the three months ended November 30, 2025, and November 30, 2024, respectively.

As of November 30, 2025, we had an accumulated deficit of $ 65.1 million.

We expect to continue to incur significant operational expenses and net losses in the upcoming 12 months.

1 unchanged sentence

The recurring losses and negative net cash flows raise substantial doubt as to the Company’s ability to continue as a going concern.

During the nine months ended May 31, 2025, we raised $ 6.0 million in net proceeds from the sale of securities pursuant to our Registered Direct Offerings which closed in April 2025 and October 2024 as well as At the Market (ATM) offerings.

During the three months ended November 30, 2025, we raised $ 3.4 million in net proceeds from the sale of securities pursuant to our Registered Direct Offering which closed in September 2025.

We may offer securities in response to market conditions or other circumstances if we believe such a plan of financing is required to advance the Company’s business plans.

8 unchanged sentences

If adequate additional funds are not available when required, management may need to curtail its development efforts and planned operations to conserve cash.

As of May 31, 2025, the Company had cash and cash equivalents of approximately $ 4.6 million to settle $ 1.5 million in current liabilities.

We have performed a review of our cash flow forecast, and given our current development plans and cash management efforts, we anticipate that our cash resources will be sufficient to fund operations through the third quarter of fiscal year 2026.

As of November 30, 2025, the Company had cash and cash equivalents of approximately $ 4.3 million to settle $ 1.5 million in current liabilities.

However, we have also concluded that our existing cash, combined with inflows expected from executed license agreements, will not be sufficient to meet the Company's financial obligations for the twelve-month period following the issuance of these consolidated financial statements.

15 unchanged sentences

Cash and cash equivalents include cash-on-hand and demand deposits with financial institutions and other short-term investments with maturities of less than three months when acquired and readily convertible to known cash amounts.

The Company had no cash equivalents as of May 31, 2025, or August 31, 2024.

The Company had no cash equivalents as of November 30, 2025, or August 31, 2025.

Short-term investments

Short-term investment balances consist of guaranteed investment certificates used to secure the Company’s credit cards.

The certificates had an original term of one year.

Marketable Securities

1 unchanged sentence

Investments in equity securities are reported at fair value with changes in unrecognized gains or losses included in other income (loss) on the Consolidated Statements of Operations and Comprehensive Loss.

There have been no purchases or sales of equity securities.

The Company recognized unrealized losses on its equity securities of $ 22,093 and $ 15,932 for the three months ended November 30, 2025 and 2024, respectively.

The Company accounts for its leases under ASC 842, Leases (“ASC 842”).

7 unchanged sentences

They are included in operating expenses in the Consolidated Statements of Operations and Comprehensive Loss.

For operating leases that reflect impairment, we will recognize the amortization of the right-of-use asset on a straight-line basis over the remaining lease term with rent expense still included in operating expenses in the consolidated statements of operations.

For all leases, rent payments that are based on a fixed index or rate at the lease commencement date are included in the measurement of lease assets and lease liabilities at the lease commencement date.

27 unchanged sentences

The Company recognizes usage fees in the period when our licensees recognize sales of end-products that incorporate our licensed technology.

No sales-based usage fees were recognized for the nine months ended May 31, 2025 and May 31, 2024.

No sales-based usage fees were recognized for the three months ended November 30, 2025 and November 30, 2024.

Third Party Contracted Manufacturing

25 unchanged sentences

Transactions executed in different currencies are translated at spot rates and resulting foreign exchange transaction gains and losses are charged to income.

Segment reporting

The Company has one reportable segment:

IP licensing.

The IP licensing segment generates revenue from customers by licensing its proprietary DehydraTECH technology.

The IP licensing segment’s accounting policies are the same as those described in this note.

The chief operating decision maker, our Chief Executive Officer, assesses performance of the IP Licensing segment and makes resource allocation decisions based on cash flows that are also reported on the Consolidated Statements of Cash Flows.

The measure of segment assets is reported on the consolidated balance sheet as consolidated total assets.

The measure of segment profit or loss is net loss as per the Consolidated Statements of Operations and Comprehensive Loss.

Loss per share

2 unchanged sentences

Diluted loss per share is equivalent to basic loss per share if the potential exercise of the equity-based financial instruments is anti-dilutive.

For the three months ended November 30, 2025 and 2024, the following common stock equivalents were excluded from the computation of diluted loss per share as the result was anti-dilutive:

Stock Options

The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the liability method.

14 unchanged sentences

Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk as the impact of USD/CAD and USD/AUD exchange rate changes is not expected to be material.

The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of May 31, 2025.

The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of November 30, 2025.

Fair Value Measurement Using

7 unchanged sentences

The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institution, that the credit risk with regard to these deposits is not significant.

In the nine months ended May 31, 2025, two customers accounted for 100 % of consolidated revenues.

In the nine months ended May 31, 2024, two customers accounted for 98 % of consolidated revenues.

As of May 31, 2025, the Company had $ 184,129 in sales tax receivable, as compared to $ 70,477 as of August 31, 2024.

In the three months ended November 30, 2025, the Company did not recognize any revenue on a consolidated basis.

In the three months ended November 30, 2024, two customers accounted for 100 % of consolidated revenues.

As of November 30, 2025, the Company had $ 88,044 in sales tax receivable, as compared to $ 194,358 as of August 31, 2025.

The Company considers its credit risk to be low for such receivables.

6 unchanged sentences

Recently Adopted Pronouncements

Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

This ASU also expands disclosure requirements to enable users of financial statements to better understand the entity’s measurement and assessment of segment performance and resource allocation.

This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently assessing the effect of this ASU on its consolidated financial statements and related disclosures.

In March 2024, the FASB issued ASU 2024-02-Codification Improvements-Amendments to Remove References to the Concepts Statements, that contains amendments to the Codification that remove references to various FASB Concepts Statements.

3 unchanged sentences

If an entity adopts the amendments in an interim period, it must adopt them as of the beginning of the fiscal year that includes that interim period.

The Company is currently assessing the effect of this ASU on its consolidated financial statements and related disclosures.

The Company has determined that the impact of this ASU on its consolidated financial statements and related disclosures is immaterial.

Accounting Pronouncements Not Yet Adopted

Estimates and Judgments

8 unchanged sentences

Accounts and Other Receivables

Accounts receivable as of May 31, 2025 and August 31, 2024 consist of the following:

Accounts receivable as of November 30, 2025 and August 31, 2025 consist of the following:

Territory license fees

2 unchanged sentences

Prepaid Expenses and Other Current Assets

Prepaid expenses consist of the following as of May 31, 2025 and August 31, 2024:

Prepaid expenses consist of the following as of November 30, 2025 and August 31, 2025:

Advertising & Conferences

10 unchanged sentences

The Company evaluated its patent portfolio to determine whether certain pending applications had been abandoned or will not be pursued.

During the nine months ended May 31, 2025, the Company recognized an impairment loss of $ 33,540 related to those abandoned applications.

The Company recognized $ 27,212 of amortization expense related to patents and licenses in the nine months ended May 31, 2025.

The following table summarizes expected future amortization of the Company’s patent portfolio as of May 31, 2025:

During the three months ended November 30, 2025, the Company recognized an impairment loss of $ 0 related to those abandoned applications.

The Company recognized $ 4,857 of amortization expense related to patents and licenses in the three months ended November 30, 2025.

The following table summarizes expected future amortization of the Company’s patent portfolio as of November 30, 2025:

Fiscal Years Ending August 31,

2026 (nine months remaining)

Property & Equipment, net

November 30, 2025

Leasehold improvements

9 unchanged sentences

$ ( 568,843 )

Depreciation and amortization for the nine months ended May 31, 2025 and the year ended August 31, 2024 totalled $ 39,215 and $ 42,448 , respectively, of which $ 0 and $ 0 was included in cost of goods sold, respectively.

Depreciation and amortization for the three months ended November 30, 2025 and the year ended August 31, 2025 totaled $ 12,009 and $ 51,225 , respectively, of which $ 0 and $ 0 was included in cost of goods sold, respectively.

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities as of May 31, 2025 and August 31, 2024 consist of the following:

Accounts payable and accrued liabilities as of November 30, 2025 and August 31, 2025 consist of the following:

Accounts Payable

3 unchanged sentences

Vendors payable

Vacation payable

Balance Ending

A breakdown of our revenues by type for the nine months ended May 31, 2025, and May 31, 2024, are as follows:

Nine Months Ended May 31

The Company recognized $ 522,000 and $ 373,990 in licensing revenue for the nine months ended May 31, 2025, and May 31, 2024, respectively.

A breakdown of our revenues by type for the three months ended November 30, 2025, and November 30, 2024, are as follows:

Three months Ended November 30

The Company recognized $ 0 and $ 174,000 in licensing revenue for the three months ended November 30, 2025, and November 30, 2024, respectively.

Licensing revenue consists of IP licensing fees for transfer of the DehydraTECH technology in line with definitive agreements and includes non-refundable minimum performance fees.

During the nine-month period ended May 31, 2025, and May 31, 2024, the Company recognized B2B product revenues of $ 9,923 and $ 5,388 , respectively, that relate to sales of our intermediate products for use by B2B customers in their products.

For the nine months ended May 31, 2025, the Company did not recognize a provision or benefit for income taxes as it has incurred net losses.

In addition, the net deferred tax assets are fully offset by a valuation allowance as the Company believes it is more likely than not that the benefit will not be realized.

During the three-month period ended November 30, 2025, and November 30, 2024, the Company recognized B2B product revenues of $ 0 and $ 9,923 , respectively, that relate to sales of our intermediate products for use by B2B customers in their products.

For the three months ended November 30, 2025, the Company recognized a provision for income taxes of $ 1,791 for its Kelowna Management Services Corp.

Net deferred tax assets are fully offset by a valuation allowance as the Company believes it is more likely than not that the benefit will not be realized.

Issuances of Common Shares and Warrants

During the nine months ended May 31, 2025, the Company completed the following issuances of common shares and warrants:

On April 28, 2025, the Company, pursuant to a Securities Purchase Agreement, issued 2,000,000 shares of common stock at a purchase price of $ 1.00 per share for gross proceeds of $ 2.0 million.

During the three months ended November 30, 2025, the Company completed the following issuances of common shares and warrants:

On September 26, 2025, the Company, pursuant to a Securities Purchase Agreement, issued 2,666,667 shares of common stock at a purchase price of $ 1.50 per share for gross proceeds of $ 4.0 million.

Share issuance costs of $ 0.6 million were charged to additional paid in capital.

The shares were registered pursuant to a take down of the Company’s Form S-3 registration statement.

We also issued the placement agent warrants to purchase up to 70,000 shares for a period of five years at an exercise price of $ 1.25 per share.

In February 2025, the Company sold 6,585 shares of common stock through an At the Market (ATM) offering for net proceeds of $ 11,720 .

Share issuance costs related to the ATM offering of $ 94,000 have been deferred pending termination of the offering.

On January 7, 2025 the Company issued 100,000 Restricted Stock Awards (“RSA’s”) with a fair value of $ 224,000 and having a vesting period of six months to its Strategic Executive Consultant.

On October 16, 2024, the Company, pursuant to a Securities Purchase Agreement, issued 1,633,987 shares of common stock at a purchase price of $ 3.06 per share for gross and net proceeds of $ 5.0 million and $ 4.5 million, respectively.

Concurrently, the Company issued, by way of a private placement transaction, 4,551,019 share purchase warrants, entitling the holder thereof to purchase up to 4,551,019 shares of common stock at a price of $ 3.06 per share for a period of five years from January 14, 2025, the date of shareholder approval for such warrant issuance.

The shares were registered pursuant to a take down of the Company’s Form S-3 registration statement and the warrants and related warrant shares were registered pursuant to a Form S-3 registration statement As part of the terms and conditions of the warrant issuance, the sole investor agreed to cancel the 2,917,032 share purchase warrants bearing an exercise price of $ 4.75 that were issued to them in the April 30, 2024 financing.

We also issued the placement agent warrants to purchase up to 57,190, for a period of five years from the date of issuance shares at an exercise price of $3.825 per share .

In October 2024, the Company sold 8,402 shares of common stock through an At the Market (ATM) offering for gross proceeds of $ 26,146 .

Share issuance costs related to the ATM offering of $ 144,812 were charged to additional paid in capital.

A continuity schedule for warrants for the nine months ended May 31, 2025, is presented below:

Concurrently, the Company issued 2,666,667 share purchase warrants, entitling the holders thereof to purchase up to 2,666,667 shares of common stock at a price of $1.37 per share for a period of five years from the effective date of the S-1 Registration Statement registering the shares of common stock issuable upon exercise of the warrants.

We also issued H.C.

Wainwright (“HCW”), the exclusive placement agent for the offering, warrants to purchase up to 93,333 shares at an exercise price of $ 1.875 per share.

HCW was paid 7 % of the gross proceeds and was reimbursed $ 70,000 for its expenses and $ 15,950 in closing fees.

A continuity schedule for warrants for the three months ended November 30, 2025, is presented below:

Balance, August 31, 2025

Cancelled/Expired

( 3,311,687 )

Balance, May 31, 2025

A summary of warrants outstanding as of May 31, 2025, is presented below:

Balance, November 30, 2025

A summary of warrants outstanding as of November 30, 2025, is presented below:

Number of Warrants

13 unchanged sentences

Cancelled/expired

Balance May 31, 2025 (outstanding)

Balance May 31, 2025 (exercisable)

On October 1, 2024, the Company granted a total of 62,000 options to two employees with an exercise price of $ 3.17 and a term of five years.

On November 27, 2024, the Company granted a total of 20,000 options to two Scientific Advisory Board members with an exercise price of $ 2.10 and a term of five years.

On December 9, 2024, the Company granted 10,000 options to a Scientific Advisory Board member with an exercise price of $ 2.42 and a term of five years.

On January 13, 2025, the Company granted an aggregate of 50,000 options to a Scientific Advisory Board member and a consultant with an exercise price of $ 2.07 and a term of five years.

On May 15, 2025, the Company granted a total of 444,500 options with an exercise price of $ 1.04 and a term of five years to its directors, officers and employees.

The fair value of stock options granted in the nine months ended May 31, 2025, were estimated as of the date of the grant by using the Black-Scholes option pricing model with the following assumptions:

Expected volatility

Risk-free interest rate

3.57 - 4.18 %

Expected life

Dividend yield

Estimated fair value per option

$ 0.62 -$ 1.72

Stock-based compensation expense for the nine-month periods ended May 31, 2025, and May 31, 2024, was $ 736,770 and $ 395,726 , respectively.

As of May 31, 2025, the total unrecognized non-cash compensation costs are $ 498,642 related to 203,546 non-vested stock options with a $ 3.46 weighted average exercise price and the restricted stock award issued on January 7, 2025.

Balance November 30, 2025 (outstanding)

Balance November 30, 2025 (exercisable)

The Company did not grant any stock options during the three months ended November 30, 2025 .

Stock-based compensation expense for the three-month periods ended November 30, 2025, and November 30, 2024, totaled $ 74,895 and $ 99,415 , respectively.

As of November 30, 2025, the total unrecognized non-cash compensation costs are $ 316,046 related to 141,638 non-vested stock options with a $ 3.41 weighted average exercise price.

These costs are expected to be recognized over a weighted average period of 1.04 years.

13 unchanged sentences

Discount rate

Pursuant to the terms of the Company’s lease agreements in effect, the following table summarizes the Company’s maturities of operating lease liabilities as of May 31, 2025:

2025 (three months remaining)

Pursuant to the terms of the Company’s lease agreements in effect, the following table summarizes the Company’s maturities of operating lease liabilities as of November 30, 2025:

Total lease payments

3 unchanged sentences

Segment Information

The Company’s operations involve the development and usage, including licensing, of DehydraTECH.

Lexaria is centrally managed and its chief operating decision makers, the President and the CEO, use the consolidated and other financial information, supplemented by revenue information by category of business-to-business product production and technology licensing to make operational decisions and to assess the performance of the Company.

The Company has identified four reportable segments:

Intellectual Property, B2B Production, Research and Development and Corporate.

Licensing revenues are significantly concentrated on two licensees.

Nine months Ended May 31, 2025

Cost of goods sold

Operating expenses

( 6,356,636 )

( 3,343,667 )

( 9,721,343 )

Other Income (Expense)

Segment Income (Loss)

$ ( 6,356,636 )

$ ( 3,365,733 )

$ ( 9,214,206 )

Nine Months Ended May 31, 2024

Cost of goods sold

Operating expenses

( 1,393,359 )

( 2,531,745 )

The Company has one reportable segment:

IP licensing.

The IP licensing segment generates revenue from customers by licensing its proprietary DehydraTECH technology.

The IP licensing segment's accounting policies are the same as those described in the summary of significant accounting policies at Note 2.

The measure of segment assets is reported on the balance sheet as consolidated total assets.

The measure of segment profit or loss is net loss as per the Consolidated Statements of Operations and Comprehensive Loss.

The Company invested in additions to intellectual property and purchases of equipment totaling $ 5,099 and $ 0 , respectively, during the three months ended November 30, 2025, and $ 13,159 and $ 24,645 , respectively during the three months ended November 30, 2024.

Three Months Ended November 30,

IP Licensing Segment

Licensing revenue

Research and Development

Wages & Salaries

Legal and professional

Accounting and audit

Advertising and promotions

Depreciation and amortization

Office and miscellaneous (a)

Other income (loss)

Segment net loss

$ ( 1,593,043 )

Other Income (Expense)

Segment Income (Loss)

$ ( 2,714,468 )

Reconciliation of profit and loss:

B2B cost of sales

B2B operating expenses

Consolidated net loss before income taxes

$ ( 1,595,712 )

$ ( 2,706,628 )

Office and miscellaneous expense includes office expense, foreign currency exchange gains and losses, bad debt, and other overhead expenses.

Subsequent Events

On December 14, 2025, we entered into a securities purchase agreement with certain institutional investors, pursuant to which we agreed to sell in a registered direct offering 2,661,600 shares of common stock at a purchase price of $ 1.315 per share for gross and net proceeds of $ 3.5 million and $ 3 million, respectively.

Concurrently, the Company issued 2,661,600 share purchase warrants, entitling the holder thereof to purchase up to 2,661,600 shares of common stock at a price of $1.19 per share for a period of five years from the effective date of the registration statement registering the shares of common stock issuable upon exercise of the warrants.

The securities were issued December 16, 2025, with the shares registered pursuant to a take down of the Company’s Form S-3 registration statement and the warrants and related warrant shares are required to be registered pursuant to a Form S-1 registration statement.

We also issued to HCW, the exclusive placement agent for the offering, warrants to purchase up to 93,156 shares at an exercise price of $ 1.6438 per share.

HCW was paid 7 % of the gross proceeds and was reimbursed $ 70,000 for its expenses and $ 15,950 in closing fees.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements