2 unchanged sentences
While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.
−Removed: The risks associated with our business, common stock and other factors include those described in the Form 10-K for the year ended August 31, 2024, as filed with the SEC on November 26, 2024 and the following:
−Removed: There is substantial doubt as to our ability to continue as a going concern, which may affect our ability to obtain future financing and may require us to curtail or cease our operations.
−Removed: Our consolidated financial statements as of May 31, 2025 were prepared under the assumption that we will continue as a going concern.
−Removed: As of May 31, 2025, we had unrestricted cash and cash equivalents of approximately $4.6 million to settle $1.5 million in current liabilities.
−Removed: Our ability to continue as a going concern will depend on our ability to obtain additional equity, effect a collaborative or strategic partnership, reduce or contain expenditures, and, ultimately, to generate revenue.
−Removed: Based on these factors, management determined that there is substantial doubt as to our ability to continue as a going concern.
−Removed: If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our audited financial statements, and it is likely that investors will lose all or part of their investment.
−Removed: If we seek additional financing to fund our business activities as a result of the substantial doubt as to our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms or at all.
+Added: The risks associated with our business, common stock and other factors are those described in the Form 10-K for the year ended August 31, 2025, as filed with the SEC on November 28, 2025.
Recent Sales of Unregistered Equity Securities
−Removed: During the quarter ended May 31, 2025, the Company issued 70,000 share purchase warrants with an exercise price of $1.25 that expire on April 24, 2030 (the “Warrants”).
−Removed: The Warrants are exercisable to purchase up to 70,000 shares of the common stock of the Company and were issued to nominees of H.C.
−Removed: Wainright & Co.
−Removed: LLC, pursuant to the exemption from registration provided in Section 4(a)(2) under the Securities Act, and Rule 506(b) promulgated thereunder, as consideration to the placement agent for its equity financing that closed on April 28, 2025.
+Added: During the quarter ended November 30, 2025, the Company issued 2,666,667 share purchase warrants with an exercise price of $1.37 that expire on December 9, 2030 to purchase up to 2,666,667 shares of common stock.
+Added: The Company also agreed to partially compensate the placement agent through the issuance of 93,333 share purchase warrants with an exercise price of $1.875 that expire on September 26, 2030 to purchase up to 93,333 shares of the common stock of the Company.
Rule 10b5-1 Trading Plans
Our Insider Trading Policy provides that our insiders, employees and consultants may enter into trading plans to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
−Removed: During the fiscal quarter ended May 31, 2025, none of the Company’s insiders had entered into a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408(a) of Regulation S-K of the Securities Act of 1933).
+Added: During the fiscal quarter ended November 30, 2025, none of the Company’s insiders had entered into a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408(a) of Regulation S-K of the Securities Act of 1933).
Exhibits, Financial Statement Schedules
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Instruments Defining the Rights of Security Holders
−Removed: Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed April 28, 2025)
+Added: Form of Private Placement Warrant (incorporated by reference to Exhibit 4.1 to our Current Report on Form 8-K filed September 29, 2025)
+Added: Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to our Current Report on Form 8-K filed September 29, 2025)
Material Contracts
−Removed: Form of Securities Purchase Agreement dated April 24, 2025 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed April 28, 2025)
−Removed: Change Order to Project Agreement effective May 14, 2025 with Novotech (Australia) Pty Limited
+Added: Form of Securities Purchase Agreement dated September 26, 2025 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed September 29, 2025)
Rule 13(a) - 14 (a)/15(d) - 14(a)
19 unchanged sentences
(Principal Executive Officer)
−Removed: July 14, 2025
+Added: January 13, 2026
In accordance with the Exchange Act, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
3 unchanged sentences
(Principal Executive Officer)
−Removed: July 14, 2025
+Added: January 13, 2026
/s/ Michael Shankman
2 unchanged sentences
(Principal Financial and Accounting Officer)
−Removed: July 14, 2025
+Added: January 13, 2026
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.