Lexaria Bioscience Corp. 10-Q

Item 1. Financial Statements LEXARIA BIOSCIENCE CORP. CONSOLIDATED BALANCE SHEETS (Expressed in US Dollars) (Unaudited) November 30, August 31, 2025 2025 ASSETS Current Cash $ 4,281,233 $ 1,802,123 Short-term investments 143,267 143,267 Marketable securities - 22,093 Accounts receivable 88,044 368,358 Prepaid expenses and other current assets 850,585 1,132,504 Total Current Assets 5,363,129 3,468,345 Non-current assets, net Long-term receivables 64,013 64,013 Right of use assets 99,485 106,816 Intellectual property, net 308,060 307,818 Property & equipment, net 216,120 228,129 687,678 706,776 TOTAL ASSETS $ 6,050,807 $ 4,175,121 LIABILITIES and STOCKHOLDERS' EQUITY Current Liabilities Accounts payable and accrued liabilities $ 1,425,433 $ 1,463,046 Lease liability, current 31,101 30,417 Total Current Liabilities 1,456,534 1,493,463 Lease liabilities – non-current 70,819 78,903 TOTAL LIABILITIES $ 1,527,353 $ 1,572,366 Stockholders' Equity Share Capital Authorized: 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 $ 22,226 $ 19,559 Additional paid-in capital 70,022,365 66,501,086 Accumulated Deficit ( 65,055,620 ) ( 63,460,613 ) Accumulated other comprehensive loss ( 76,079 ) ( 70,335 ) Equity attributable to shareholders of Lexaria 4,912,892 2,989,697 Non-controlling Interest ( 389,438 ) ( 386,942 ) Total Stockholders' Equity 4,523,454 2,602,755 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,050,807 $ 4,175,121 The accompanying notes are an integral part of these unaudited interim consolidated financial statements. 3 Table of Contents LEXARIA BIOSCIENCE CORP. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Expressed in US Dollars except share amounts) (Unaudited) Three Months Ended November 30, 2025 2024 Revenue $ - $ 183,923 Cost of goods sold - 2,720 Gross profit - 181,203 Operating expenses Research and development 671,340 1,953,220 General and administrative 902,291 918,690 Total operating expenses 1,573,631 2,871,910 Loss from operations ( 1,573,631 ) ( 2,690,707 ) Other income (loss) Interest income 12 11 Unrealized loss on marketable securities ( 22,093 ) ( 15,932 ) Total other income (loss) ( 22,081 ) ( 15,921 ) Net loss before income taxes ( 1,595,712 ) ( 2,706,628 ) Income Taxes 1,791 - Net loss $ ( 1,597,503 ) $ ( 2,706,628 ) Less: Net loss attributable to non-controlling interest ( 2,496 ) ( 2,929 ) Net loss attributable to Lexaria shareholders $ ( 1,595,007 ) $ ( 2,703,699 ) Other comprehensive income (loss) Foreign currency translation adjustment ( 5,744 ) ( 3,175 ) Total comprehensive loss $ ( 1,600,751 ) $ ( 2,706,874 ) Basic and diluted loss per share $ ( 0.07 ) $ ( 0.16 ) Weighted average number of common shares outstanding - Basic and diluted 21,376,029 16,668,513 The accompanying notes are an integral part of these unaudited interim consolidated financial statements. 4 Table of Contents LEXARIA BIOSCIENCE CORP. CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY For the Three Months Ended November 30, 2025 and 2024 (Expressed in US Dollars) (Unaudited) Common Stock Additional Paid-in Non-controlling Stockholders' Shares Amount Capital Deficit AOCI Interest Equity Balance August 31, 2025 19,559,179 $ 19,559 $ 66,501,086 $ ( 63,460,613 ) $ ( 70,335 ) $ ( 386,942 ) $ 2,602,755 Shares sold for cash 2,666,667 2,667 3,446,384 - - - 3,449,051 Stock-based compensation - - 74,895 - - - 74,895 Foreign currency translation adjustment - - - - ( 5,744 ) - ( 5,744 ) Net loss - - - ( 1,595,007 ) - - ( 1,595,007 ) Non-controlling interest - - - - - ( 2,496 ) ( 2,496 ) Balance November 30, 2025 22,225,846 $ 22,226 $ 70,022,365 $ ( 65,055,620 ) $ ( 76,079 ) $ ( 389,438 ) $ 4,523,454 Balance August 31, 2024 15,810,205 $ 15,810 $ 59,599,178 $ ( 51,558,772 ) $ ( 19,816 ) $ ( 377,349 ) $ 7,659,051 Shares sold for cash 1,642,389 1,643 4,343,750 - - - 4,345,393 Stock-based compensation - - 99,415 - - - 99,415 Foreign currency translation adjustment - - - - ( 3,175 ) - ( 3,175 ) Net loss - - - ( 2,703,699 ) - - ( 2,703,699 ) Non-controlling interest - - - - - ( 2,929 ) ( 2,929 ) Balance November 30, 2024 17,452,594 $ 17,453 $ 64,042,343 $ ( 54,262,471 ) $ ( 22,991 ) $ ( 380,278 ) $ 9,394,056 The accompanying notes are an integral part of these unaudited interim consolidated financial statements. 5 Table of Contents LEXARIA BIOSCIENCE CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (Expressed in US Dollars) (Unaudited) Three Months Ended November 30, 2025 2024 Cash flows used in operating activities Net loss $ ( 1,597,503 ) $ ( 2,706,628 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock based compensation 74,895 99,415 Depreciation and amortization 16,866 33,195 Noncash lease expense 7,331 6,818 Unrealized loss on marketable securities 22,093 15,932 Lease accretion 1,937 2,451 Change in operating assets and liabilities: Accounts receivable 280,314 ( 109,014 ) Prepaid expenses and deposits 256,919 743,696 Long-term receivables - ( 439 ) Accounts payable and accrued liabilities ( 37,613 ) ( 797,423 ) Operating lease liability ( 9,337 ) ( 9,085 ) Deferred revenue - ( 4,963 ) Net cash used in operating activities $ ( 984,098 ) $ ( 2,726,045 ) Cash flows used in investing activities Additions to intellectual property $ ( 5,099 ) $ ( 13,159 ) Purchase of equipment - ( 24,645 ) Net cash used in investing activities $ ( 5,099 ) $ ( 37,804 ) Cash flows provided by financing activities Proceeds from shares sold for cash $ 3,474,051 $ 4,345,393 Net cash provided by financing activities $ 3,474,051 $ 4,345,393 Effect of exchange rate changes on cash $ ( 5,744 ) $ ( 3,175 ) Net change in cash for the period 2,479,110 1,578,369 Cash at beginning of period 1,802,123 6,499,885 Cash at end of period $ 4,281,233 $ 8,078,254 Supplemental cash flow disclosure: Income taxes paid in cash $ 1,791 $ - Non-cash investing/financing activities: Amortization of deferred offering costs $ 25,000 $ - The accompanying notes are an integral part of these unaudited interim consolidated financial statements. 6 Table of Contents LEXARIA BIOSCIENCE CORP. NOTES TO THE INTERIM CONSOLIDATED FINANCIAL STATEMENTS November 30, 2025 (Expressed in U.S. Dollars Except Share Amounts) (Unaudited) 1. Nature of Business Lexaria Bioscience Corp. (“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 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. We derive income from our third party contracted manufacturing of B2B DehydraTECH enhanced products made to customer specifications that are sold online and in-store in the US and Canada. We also perform contract services in R&D for customer specific formulations that are used in comparison testing to customers’ existing products. Going Concern The Company’s consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in accordance with accounting principles generally accepted in the United States (“US GAAP”) applicable to a going concern, which assumes the Company will have sufficient funds to meet its financial obligations for a period of at least 12 months from the date of this report. Since inception, the Company has incurred significant operating and net losses. 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. Our net losses may fluctuate significantly from quarter to quarter and year to year, depending on the stage and complexity of our research and development (R&D) studies and corporate expenditures, additional revenues received from the licensing of our technology, if any, and the receipt of payments under any current or future collaborations into which we may enter. 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 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. There is no certainty that future equity or debt financing will be available or that it will be at acceptable terms and the outcome of these matters is unpredictable. A lack of adequate funding may force us to reduce spending, curtail or suspend planned programs or possibly liquidate assets. Any of these actions could adversely and materially affect our business, cash flow, financial condition, results of operations, and potential prospects. The sale of additional equity may result in additional dilution to our stockholders. Entering into additional licensing agreements, collaborations, partnerships, alliances marketing, distribution, or licensing arrangements with third parties to increase our capital resources is also possible. If we do so, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us. 7 Table of Contents Our ability to continue operations after our current cash resources are exhausted is dependent on our ability to obtain additional debt or equity financing or a strategic partnership, which cannot be guaranteed. Cash requirements may vary materially from those now planned because of changes in our focus and direction of our research and development programs, competitive and technical advances, patent developments, regulatory changes or other developments. 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 November 30, 2025, the Company had cash and cash equivalents of approximately $ 4.3 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 first quarter of fiscal year 2027. 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. Accordingly, there is substantial doubt as to our ability to continue as a going concern within one year from the date of issuance of these financial statements. The accompanying financial statements do not include any adjustments that might be necessary if the Company is not able to continue as a going concern. 2. Significant Accounting Policies The significant accounting policies of the Company are consistent with those of our audited financial statements on Form 10-K for the year ended August 31, 2025. Basis of Consolidation These unaudited interim consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries; Lexaria CanPharm ULC, Lexaria CanPharm Holding Corp., PoViva Corp., Lexaria Hemp Corp., Kelowna Management Services Corp., Lexaria Nutraceutical Corp., Lexaria (AU) Pty Ltd., and Lexaria Pharmaceutical Corp., and our 83.33 3% owned subsidiary Lexaria Nicotine LLC with the remaining 16.66 7% owned by Altria Ventures Inc., an indirect wholly owned subsidiary of Altria Group, Inc. All significant intercompany balances and transactions have been eliminated upon consolidation. Basis of Presentation The Company’s unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations of the SEC. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with United States generally accepted accounting principles (US GAAP) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of results for a full year or for any subsequent period. These unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated annual financial statements and notes thereto included in our annual report filed on Form 10-K for the year ended August 31, 2025. Cash and Cash Equivalents 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 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 The Company’s marketable securities consist of investments in common stock. 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. 8 Table of Contents Leases The Company accounts for its leases under ASC 842, Leases (“ASC 842”). Under this guidance, arrangements meeting the definition of a lease are classified as operating or financing leases and are recorded on the consolidated balance sheet as both a right-of-use asset and lease liability. We determined the initial classification and measurement of our right-of-use assets and lease liabilities at the lease commencement date and thereafter if modified. The lease term includes any renewal options and termination options that we are reasonably certain to exercise. The present value of lease payments is determined by using the interest rate implicit in the lease, if that rate is readily determinable; otherwise, we use our incremental borrowing rate. The incremental borrowing rate is determined by using the rate of interest that we would pay to borrow on a collateralized basis an amount equal to the lease payments for a similar term and in a similar economic environment. Operating lease expenses are recognized on a straight-line basis, unless the right-of-use asset has been impaired, over the reasonably certain lease term based on the total lease payments. 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 and Comprehensive Loss. 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. We have elected the practical expedient to not separate lease and non-lease components. Our non-lease components are primarily related to property taxes and maintenance, which vary based on future outcomes, and thus differences to original estimates are recognized in rent expense when incurred. Intellectual property Capitalized intellectual property costs include those incurred with respect to both pending and granted patents filed in the United States. When patent applications are filed, the directly related capitalized costs are amortized on a straight-line basis over an estimated economic life of 20 years. Property and equipment Property and equipment is stated at cost less accumulated depreciation and impairment and depreciated using the straight-line method over the useful lives of the various asset classes. Laboratory and computer equipment and office furniture are depreciated over 3 - 10 years. Leasehold improvements are amortized over the term of the related leases, or the economic life of the improvements, whichever is shorter. Impairment of long-lived assets Long-lived assets, including equipment and intangible assets, namely the Company’s patents, are assessed for potential impairment when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when the carrying amount of the long-lived asset is not recoverable and exceeds its fair value. The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. Any required impairment loss is measured as the amount by which the carrying amount of the long-lived asset exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to the profit or loss. Intangible assets with indefinite lives are tested for impairment annually and in interim periods if certain events occur indicating that the carrying value of the intangible assets may be impaired. 9 Table of Contents Revenue recognition The Company recognizes revenue in accordance with ASC 606’s core principle by applying the following five steps: 1. Identify contracts with customers 2. Identify the performance obligations in the contracts 3. Determine the contract price 4. Allocate the contract price 5. Recognize revenue when/as performance obligations are satisfied Licensing revenue from intellectual property Our revenues from licenses that grant exclusive rights to use our intellectual property, which we consider functional IP, are recognized at a point in time following the transfer and use of our patented infusion technology DehydraTECH. Our licensees are also required to pay quarterly fixed non-refundable minimum performance fees which are recognized as revenue over the period to which they apply. Usage fees from intellectual property The Company may also earn sales-based or usage-based royalties from its licensing contracts. 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 three months ended November 30, 2025 and November 30, 2024. Third Party Contracted Manufacturing The Company recognizes revenue with respect to contract manufacturing arrangements when the related performance obligations have been satisfied (i.e., when it has completed the related manufacturing work) and in accordance with the five steps described in ASC 606. Contract Research and Development The Company recognizes revenue from contract research and development arrangements when the related performance obligations have been satisfied and in accordance with the five steps described in ASC 606. The related performance obligation typically entails preparation of customer-specific formulations (i.e., DehydraTECH paired with the customer’s active ingredient) that the customer then uses in comparison testing relative to its existing product(s). Revenue is recognized upon shipment of the formulation to the customer. Cost of sales Cost of sales includes all expenditures incurred in bringing the goods to the point of sale. This includes third-party manufacturing and handling costs, direct costs of raw material, inbound freight charges, warehousing costs, and applicable overhead expenses. Research and development Research and development costs are expensed as incurred. These expenditures are comprised of both in-house research programs and through third-party contracts including consultants, academic and non-profit institutions, contract manufacturing, and other expenses. Intellectual property expenses Non-capitalizable costs associated with intellectual property-related matters are expensed as incurred and included in general and administrative expenses within the Consolidated Statements of Operations and Comprehensive Loss. 10 Table of Contents Stock-based compensation The Company accounts for its stock-based compensation awards whereby all stock-based grants are recognized as expenses in the Consolidated Statements of Operations and Comprehensive Loss based on the fair value at grant date subject to vesting dates and amortized over the related vesting period. The grant date fair value of each option award is estimated using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected term of the option, risk-free interest rates and expected dividend yields of the common stock. Foreign currency translation The Company’s reporting currency is the U.S. dollar. The Company has foreign operations whose functional currency is the local currency. Assets and liabilities are translated into U.S. dollars, the reporting currency, at the exchange rate on the balance sheet date. Revenues and expenses are translated into U.S. dollars at the average rates of exchange prevailing during the reporting period. Foreign currency translation adjustments resulting from this process are reported as an element of other comprehensive income (loss) on the Consolidated Statements of Operations and Comprehensive Loss. 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 The calculation of loss per share uses the weighted average number of shares outstanding during the year. Diluted net income per share includes the effect, if any, from the potential exercise or conversion of securities, such as restricted stock, stock options, and warrants, which would result in the issuance of incremental shares of common stock. 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: November 30, 2025 2024 Stock Options 1,484,435 1,010,269 Warrants 10,058,171 2,953,819 Totals 11,542,606 3,964,088 Income taxes 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. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the year in which the differences are expected to reverse. A valuation allowance is established to reduce deferred tax assets to an amount whose realization is more likely than not. 11 Table of Contents Fair value measurements When measuring fair value, the Company seeks to maximize the use of observable inputs and minimize the use of unobservable inputs. This establishes a fair value hierarchy based on the level of independent objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Inputs are prioritized into three levels used to measure fair value: · Level 1 - Quoted prices in active markets for identical assets or liabilities; · Level 2 - Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and · Level 3 - Unobservable inputs that are supported by little or no market activity, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing. The Company’s financial instruments consist primarily of cash, marketable securities, accounts receivable and payable as well as accrued liabilities. The carrying amounts of instruments approximate their fair values due to their short maturities or quoted market prices. The Company’s headquarters are located in Canada and it also has operations in Australia, which results in exposure to market risks from fluctuations in foreign currency rates. The foreign currency exchange risk is the financial risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. 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 November 30, 2025. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Marketable Securities $ - - - - - The following table provides a summary of financial instruments that are measured at fair value on a recurring basis as of August 31, 2025. Carrying Fair Value Measurement Using Value Level 1 Level 2 Level 3 Total Marketable Securities $ 22,093 $ 22,093 $ - $ - $ 22,093 Credit risk and customer concentration The Company places its cash with a high credit quality financial institution. Periodically, the Company may carry cash balances at such financial institution in excess of the federally insured limit of $ 250,000 . 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 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. 12 Table of Contents Commitments and contingencies The Company’s policy is to record accruals for any such loss contingencies when it is probable that a liability has been incurred, and the amount of loss can be reasonably estimated. In the event that estimates or assumptions prove to differ from actual results, adjustments are made in subsequent periods to reflect more current information. The Company, from time to time, may be subject to legal claims and proceedings related to matters arising in the ordinary course of business. Management has no knowledge of any such claim against the Company with, at minimum, a reasonable possibility that a material loss may be incurred. 3. Recent Accounting Guidance Recently Adopted Pronouncements 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. This effort facilitates Codification updates for technical corrections such as conforming amendments, clarifications to guidance, simplifications to wording or the structure of guidance, and other minor improvements. The amendments are effective for public business entities for fiscal years beginning after December 15, 2024, with early adoption permitted. Early application of the amendments in this ASU is permitted for all entities, for any fiscal year or interim period for which financial statements have not yet been issued (or made available for issuance). 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 has determined that the impact of this ASU on its consolidated financial statements and related disclosures is immaterial. Accounting Pronouncements Not Yet Adopted None. 4. Estimates and Judgments The preparation of financial statements in conformity with US GAAP requires us to make certain estimates, judgments and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent liabilities at the date of the financial statements and the reported amount of revenue and expenses during the fiscal period. Some of the Company’s accounting policies require us to make subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. These accounting policies involve critical accounting estimates because they are particularly dependent on estimates and assumptions made by management about matters that are highly uncertain at the time the accounting estimates are made. Although we have used our best estimates based on facts and circumstances available to us at the time, different estimates reasonably could have been used. Changes in the accounting estimates used by the Company are reasonably likely to occur from time to time, which may have a material effect on the presentation of financial condition and results of operations. Management reviews our estimates, judgments, and assumptions periodically and reflects the effects of any revisions in the period in which they are deemed to be necessary. We believe that these estimates are reasonable. However, actual results could differ from these estimates. 5. Accounts and Other Receivables Accounts receivable as of November 30, 2025 and August 31, 2025 consist of the following: Nov 30, 2025 August 31, 2025 Territory license fees $ - $ 174,000 Sales tax 88,044 194,358 Long term receivable 64,013 64,013 Total Receivables $ 152,057 $ 432,371 13 Table of Contents 6. Prepaid Expenses and Other Current Assets Prepaid expenses consist of the following as of November 30, 2025 and August 31, 2025: Nov 30, August 31, 2025 2025 Advertising & Conferences $ 2,961 $ 1,572 Research & Development 562,931 669,791 Legal & Accounting Fees 25,000 37,340 License, Filing Fees, Dues 9,188 27,563 Office & Insurance 175,255 239,829 Consulting 75,250 37,409 Capital Financing - 119,000 Total Prepaid Expenses and Other Current Assets $ 850,585 $ 1,132,504 7. Intellectual Property, net A continuity schedule for capitalized patents is presented below: Nov 30, August 31, 2025 2025 Balance – beginning $ 307,818 $ 516,676 Additions 5,099 75,106 Impairment - ( 247,364 ) Amortization ( 4,857 ) ( 36,600 ) Balance – ending $ 308,060 $ 307,818 The Company evaluated its patent portfolio to determine whether certain pending applications had been abandoned or will not be pursued. 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) $ 14,570 2027 19,427 2028 19,427 2029 19,427 2030 19,427 Thereafter 215,782 Total $ 308,060 14 Table of Contents 8. Property & Equipment, net Consists of: November 30, 2025 Cost Period Amortization Additions Accumulated Amortization Net Balance Leasehold improvements $ 259,981 $ - $ - $ ( 259,981 ) $ - Computers 70,781 - - ( 70,781 ) - Furniture fixtures equipment 31,126 - - ( 31,126 ) - Lab equipment 435,084 ( 12,009 ) - ( 218,964 ) 216,120 Total $ 796,972 $ ( 12,009 ) $ - $ ( 580,852 ) $ 216,120 August 31, 2025 Cost Period Amortization Additions Accumulated Amortization Net Balance Leasehold improvements $ 259,981 $ - $ - $ ( 259,981 ) $ - Computers 70,781 ( 1,705 ) - ( 70,781 ) - Furniture fixtures equipment 31,126 - - ( 31,126 ) - Lab equipment 410,438 ( 49,520 ) 24,646 ( 206,955 ) 228,129 Total $ 772,326 $ ( 51,225 ) $ 24,646 $ ( 568,843 ) $ 228,129 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. 9. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities as of November 30, 2025 and August 31, 2025 consist of the following: November 30, August 31, 2025 2025 Accounts Payable Vendors payable $ 1,176,455 $ 569,754 Sales tax payable 24,138 21,506 Accrued Liabilities Vendors payable 124,285 795,290 Vacation payable 100,555 76,496 Balance Ending $ 1,425,433 $ 1,463,046 10. Revenues 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 2025 2024 IP Licensing $ - $ 174,000 B2B - 9,923 Total $ - $ 183,923 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 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. 15 Table of Contents 11. Income Taxes 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. subsidiary. 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. 12. Issuances of Common Shares and Warrants During the three months ended November 30, 2025, the Company completed the following issuances of common shares and warrants: 1. 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. 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: Number of Warrants Weighted Average Exercise Price Balance, August 31, 2025 7,298,171 $ 3.75 Issued 2,760,000 1.39 Balance, November 30, 2025 10,058,171 $ 3.10 A summary of warrants outstanding as of November 30, 2025, is presented below: Number of Warrants Weighted Average Exercise Price Weighted Average Remaining Contractual Life ~in years~ 1,719,828 $ 6.58 0.13 483,750 0.95 2.45 314,287 2.31 3.22 102,097 5.94 3.22 4,551,019 3.06 4.13 57,190 3.83 4.13 70,000 1.25 4.40 2,760,000 1.39 5.02 10,058,171 $ 3.10 3.57 16 Table of Contents Stock Options The Company established an Equity Incentive Plan whereby our Board, pursuant to shareholder approved amendments, may grant up to 1,745,259 stock options, restricted stock awards or restricted stock units to directors, officers, employees, and consultants with such number being increased to up to 10% of the issued share capital at the end of each calendar year , at the discretion of the board, pursuant to an evergreen formula. Stock options currently granted must be exercised within five years from the date of grant or such lesser period as determined by the Company’s board of directors. The vesting terms of each grant are also set by the board of directors. The exercise price of an option is equal to or greater than the closing market price of the Company’s common shares on the date of grant. A continuity schedule for stock options is presented below: Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Balance August 31, 2024 944,936 $ 3.11 3.64 $ 971,959 Cancelled/expired ( 47,001 ) 7.78 0.75 - Granted 586,500 1.41 4.84 - Balance August 31, 2025 1,484,435 $ 2.29 3.49 $ 206 Cancelled/expired - - - - Granted - - - - Balance November 30, 2025 (outstanding) 1,484,435 $ 2.29 3.24 $ 26,625 Balance November 30, 2025 (exercisable) 1,342,797 $ 2.17 3.17 $ 26,625 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. 17 Table of Contents 13. Commitments, Significant Contracts and Contingencies Right of Use Assets - Operating Lease The corporate office and R&D laboratory are located in Kelowna, British Columbia, Canada. The related lease was renewed until November 15, 2028. In addition to minimum lease payments, the lease requires us to pay property taxes and other operating costs which are subject to annual adjustments. November 30, 2025 August 31, 2025 Right of use assets - operating leases $ 106,816 $ 134,843 Amortization ( 7,331 ) ( 28,027 ) Total lease assets $ 99,485 $ 106,816 Liabilities: 109,319 137,366 Lease payments ( 9,336 ) ( 37,094 ) Interest accretion 1,937 9,047 Total lease liabilities $ 101,920 $ 109,319 Operating lease cost $ 99,485 $ 106,816 Operating cash flows for lease $ ( 9,336 ) $ ( 37,094 ) Remaining lease term 2.96 Years 3.21 Years Discount rate 7.25 % 7.25 % 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: 2026 $ 28,009 2027 38,642 2028 38,900 2029 8,104 Thereafter - Total lease payments 113,655 Less: imputed interest ( 11,735 ) Present value of operating lease liabilities 101,920 Less: current obligations under leases ( 31,101 ) Total $ 70,819 14. Segment Information 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 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 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. 18 Table of Contents Three Months Ended November 30, IP Licensing Segment 2025 2024 Licensing revenue $ - $ 174,000 less: Research and Development 671,340 1,953,220 Consulting 90,422 124,133 Wages & Salaries 300,500 235,517 Legal and professional 190,812 72,136 Accounting and audit 95,421 64,210 Advertising and promotions 2,290 191,876 Depreciation and amortization 16,868 33,194 Office and miscellaneous (a) 190,931 175,660 Travel 12,379 22,601 Other income (loss) ( 22,080 ) ( 15,921 ) Segment net loss $ ( 1,593,043 ) $ ( 2,714,468 ) Reconciliation of profit and loss: B2B revenue - 9,923 B2B cost of sales - 2,720 B2B operating expenses 2,669 ( 637 ) Consolidated net loss before income taxes $ ( 1,595,712 ) $ ( 2,706,628 ) (a) Office and miscellaneous expense includes office expense, foreign currency exchange gains and losses, bad debt, and other overhead expenses. 15. 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. 19 Table of Contents