What changed in this filing

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Item 1. Financial Statements

2026-07-14 compared with 2026-01-14 · 95 added, 248 removed, 364 unchanged (49% of the section changed)

1 unchanged sentence

Loop Industries, Inc.

Three and Nine Months Ended November 30, 2025

Three Months Ended

Index to the Unaudited Interim Condensed Consolidated Financial Statements

Condensed consolidated balance sheets as at November 30, 2025 (Unaudited) and February 28, 2025

Condensed consolidated statements of operations and comprehensive loss for the three and nine months ended November 30, 2025 and 2024 (Unaudited)

Condensed consolidated statements of changes in stockholders ' equity (deficit) for the three and nine months ended November 30, 2025 and 2024 (Unaudited)

Condensed consolidated statements of cash flows for the nine months ended November 30, 2025 and 2024 (Unaudited)

Condensed consolidated balance sheets as at May 31, 2026 (Unaudited) and February 28, 2026

Condensed consolidated statements of operations and comprehensive loss for the three months ended May 31, 2026 and 2025 (Unaudited)

Condensed consolidated statements of changes in stockholders ' deficit for the three months ended May 31, 2026 and 2025 (Unaudited)

Condensed consolidated statements of cash flows for the three months ended May 31, 2026 and 2025 (Unaudited)

Notes to the condensed consolidated financial statements (Unaudited)

13 unchanged sentences

$ 6,703 $ 8,559

Liabilities and Stockholders’ Equity (Deficit)

Liabilities and Stockholders’ Deficit

Current liabilities

10 unchanged sentences

18,721 18,139

Stockholders’ Equity (Deficit)

Series A Preferred stock par value $ 0.0001 ;

25,000,000 shares authorized;

one share issued and outstanding

Stockholders’ Deficit

Common stock par value $ 0.0001 ;

7 unchanged sentences

( 1,187 ) ( 1,193 )

Total stockholders’ equity (deficit)

Total stockholders’ deficit

( 12,018 ) ( 9,580 )

Total liabilities and stockholders’ equity (deficit)

Total liabilities and stockholders’ deficit

$ 6,703 $ 8,559

6 unchanged sentences

Three Months Ended

Nine Months Ended

November 30, 2025

November 30, 2024

November 30, 2025

November 30, 2024

Total revenues

Cost of services

Research and development (Note 13)

1 unchanged sentence

Depreciation and amortization (Notes 5 and 6)

Loss on equity accounted investments (Note 9)

Impairment of machinery & equipment (Note 5)

Total expenses

Other loss (income):

Loss on equity accounted investments (Note 9)

Interest and other financial expenses

1 unchanged sentence

Foreign exchange loss (gain)

Total other loss (income)

Other comprehensive income (loss):

Total other loss

Other comprehensive loss

Foreign currency translation adjustment

7 unchanged sentences

Loop Industries, Inc.

Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit)

(in thousands of U.S.

dollars, except for share data)

Three months ended November 30, 2025

Preferred stock

par value $0.0001

Comprehensive

Stockholders’

Income (Loss)

Equity (Deficit)

Balance, August 31, 2025

Issuance of shares upon the exercise of stock options (Note 15)

Issuance of common stock under ATM Equity Offering (Note 12)

Stock options issued for services (Note 15)

Restricted stock units issued for services (Note 15)

Share issuance costs

Foreign currency translation

Balance, November 30, 2025

(in thousands of U.S.

dollars, except for share data)

Three months ended November 30, 2024

Preferred stock

par value $0.0001

Comprehensive

Stockholders’

Income (Loss)

Balance, August 31, 2024

Stock options issued for services (Note 15)

Restricted stock units issued for services (Note 15)

Foreign currency translation

Balance, November 30, 2024

See accompanying notes to the condensed consolidated financial statements.

Loop Industries, Inc.

Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit)

Condensed Consolidated Statement of Changes in Stockholders' Deficit

(in thousands of U.S.

dollars, except for share data)

Nine months ended November 30, 2025

Three months ended May 31, 2026

Preferred stock

3 unchanged sentences

Stockholders’

Income (Loss)

Equity (Deficit)

Balance, February 28, 2026

1 unchanged sentence

Issuance of shares upon the exercise of stock options (Note 15)

Issuance of common stock under ATM Equity Offering (Note 12)

Stock options issued for services (Note 15)

2 unchanged sentences

Foreign currency translation

Balance, November 30, 2025

Balance, May 31, 2026

(in thousands of U.S.

dollars, except for share data)

Nine months ended November 30, 2024

Series A Preferred stock

Three months ended May 31, 2025

Preferred stock

par value $0.0001

2 unchanged sentences

Stockholders’

Income (Loss)

Balance, February 28, 2025

Issuance of shares upon the vesting of restricted stock units (Note 15)

Expiration of warrants

Stock options issued for services (Note 15)

1 unchanged sentence

Foreign currency translation

Balance, November 30, 2024

Balance, May 31, 2025

Going Concern (Note 1)

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(in thousands of U.S.

Nine Months Ended November 30,

Three Months Ended May 31,

Cash Flows from Operating Activities

1 unchanged sentence

Depreciation and amortization (Notes 5 and 6)

Stock-based compensation expense (Note 15)

Impairment of machinery & equipment (Note 5)

Accrued interest and other financing costs (Note 10 and 11)

Stock-based compensation (Note 15)

Accrued interest and other financing costs (Note 11)

Loss on equity method investments (Note 9)

6 unchanged sentences

Cash Flows from Investing Activities

Distribution from equity investment

Investments in equity-method investees (Note 9)

Additions to intangible assets (Note 6)

1 unchanged sentence

Cash Flows from Financing Activities

Proceeds from exercise of stock options (Note 12)

Proceeds from ATM equity offering, net of issuance costs (Note 12)

Borrowings under credit facility (Note 11)

Repayment of long-term debt (Note 11)

11 unchanged sentences

Loop Industries, Inc.

Three and Nine Months Ended November 30, 2025 and 2024

Three Months Ended May 31, 2026 and 2025

Notes to the Condensed Consolidated Financial Statements

5 unchanged sentences

Basis of Presentation

These unaudited interim condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”) and applicable rules and regulations of the U.S.

These unaudited condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”) and applicable rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”) regarding interim financial reporting.

Certain information and note disclosures included in these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company's Annual Report on Form 10 -K for the fiscal year ended February 28, 2025 , filed with the SEC on May 29, 2025, as amended by the Amendment No.

1 on Form 10 -K/A filed with the SEC on May 30, 2025.

The unaudited interim condensed consolidated financial statements comprise the consolidated financial position and results of operations of Loop Industries, Inc.

9 unchanged sentences

In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements present fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods.

The results for the three - and nine -month periods ended November 30, 2025 are not necessarily indicative of the results to be expected for any subsequent quarter, for the fiscal year ending February 28, 2026 , or for any other period.

The results for the three month period ended May 31, 2026 are not necessarily indicative of the results to be expected for any subsequent quarter, for the fiscal year ending February 28, 2027, or for any other period.

All monetary amounts in these notes to the condensed consolidated financial statements are in thousands of U.S.

4 unchanged sentences

not limited to,

twelve months from the date of issuance of these consolidated financial statements.

twelve months from the date of issuance of the unaudited interim condensed consolidated financial statements.

Since its inception, the Company has been in the pre-commercialization stage with no recurring revenues, and its ongoing operations and commercialization plans have been financed primarily by raising equity and debt.

The Company has recurring net losses, negative cash flow from operating activities since its inception, and a net capital deficiency.

Management continuously monitors the Company's cash resources against its cash commitments to determine whether there is sufficient liquidity to fund its costs for at least twelve months from the financial statement issuance date.

In preparing this going concern assessment in accordance with US GAAP, the Company included cash flows that meet the 'probable' threshold under ASC 205 - 40 in its going concern evaluation and has excluded forecasted cash flows that lack substantive support or binding commitments.

Management has determined that current cash and cash equivalents on hand of $ 5,204 , together with the $ 2,504 available under its undrawn credit facility, will not be sufficient to fund the Company's ongoing operations, obligations and commitments for the next twelve months from the date of issuance of these unaudited interim condensed consolidated financial statements.

Management has determined that current cash and cash equivalents on hand as of May 31, 2026 of $ 1,063 , together with the $ 2,537 available under its undrawn credit facility, will not be sufficient to fund the Company's ongoing operations, obligations and commitments for the next twelve months from the date of issuance of these unaudited interim condensed consolidated financial statements.

These events and conditions are material uncertainties that raise substantial doubt upon the Company's ability to continue as a going concern and, accordingly, the appropriateness of the use of accounting principles applicable to a going concern.

The Company’s ability to continue as a going concern and execute upon management's plans to move to the next stage of its strategic development is dependent on, among other factors, whether the Company can obtain the necessary financing through a combination of the issuance of debt and/or equity, technology licensing and engineering services arrangements, and/or financing from government incentive programs.

In particular, the Company will require capital sufficient to fund its equity contributions to the India JV for the construction of the planned Infinite Loop™ facility in India, as well as its ongoing cash requirements until Loop begins receiving returns from the India JV.

While the Company is actively engaged in financing discussions, there is no assurance that the Company will be successful in attracting additional funding on terms acceptable to the Company.

Failure to secure additional financing on acceptable terms when it becomes required would have an adverse effect on the Company’s financial position and on its ability to execute its business plan.

These unaudited interim condensed consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations.

11 unchanged sentences

Potential common shares are excluded from the computation if their effect is antidilutive.

For the three and nine months ended November 30, 2025 and 2024 , the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an antidilutive effect.

As at November 30, 2025 , the potentially dilutive securities consisted of 5,243,138 outstanding stock options ( 2024 – 2,771,216 ), 4,261,512 outstanding restricted stock units ( 2024 – 4,448,179 ), and nil outstanding warrants ( 2024 – 2,357,407 )

For the three months ended May 31, 2026 and 2025 , the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an antidilutive effect.

As at May 31, 2026 , the potentially dilutive securities consisted of 7 ,325,317 outstanding stock options ( 2025 – 5 ,573,138 ), 4,218,696 outstanding restricted stock units ( 2025 – 3 ,981,121 ).

Recently adopted accounting pronouncements

In August 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2023 - 05, Joint Venture Formations, which requires joint ventures to apply a new basis of accounting by measuring assets and liabilities at fair value upon formation.

The amendments address diversity in practice by establishing requirements for recognition and measurement of net assets and liabilities on the formation date.

The updated standard is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years.

The adoption of this accounting guidance for the nine -month period ended November 30, 2025 did not impact the disclosures in our interim condensed consolidated financial statements.

Recently issued accounting pronouncements not yet adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023 - 09—Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of income tax disclosures.

The amendments in this Update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information and includes certain other amendments to improve the effectiveness of income tax disclosures.

The ASU is effective for our annual period beginning after December 15, 2024 and all joint ventures formed on or after January 1, 2025, which for the Company is the annual period ending February 28, 2026.

Early adoption is permitted.

Management is currently evaluating the impact that the updated standard will have on our consolidated financial statements and related disclosures.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2024 - 03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

Disaggregation of Income Statement Expenses, which requires public business entities to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to financial statements.

The updated standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

Management is currently evaluating the impact that the updated standard will have on our consolidated financial statements and related disclosures.

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2024 - 04, Debt—Debt with Conversion and Other Options (Subtopic 470 - 20 ):

4 unchanged sentences

Early adoption is permitted for entities that have adopted the amendments in ASU 2020 - 06.

Management is currently evaluating the impact that the updated standard will have on our consolidated financial statements and related disclosures.

In January 2025, the Financial Accounting Standards Board (FASB) issued ASU 2025 - 01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

The updated standard will be effective for the first quarter ending May 31, 2026.

The updated standard is potentially applicable to the future settlement or conversion of its Series B Convertible Preferred Stock (“Series B CPS”), which is classified as a liability and contains a substantive conversion feature (note 10 ).

There has been no impact of adopting the standard in the condensed consolidated financial statements.

Recently issued accounting pronouncements not yet adopted

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No.

2024 - 03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

The updated standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

Management is currently evaluating the impact that the updated standard will have on our financial statement disclosures.

In January 2025, the Financial Accou nting Standards Board (FASB) issued ASU 2025 - 01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

Clarifying the Effective Date.

1 unchanged sentence

Specifically, ASU 2025 - 01 confirms that the guidance in ASU 2024 - 03 is effective for annual reporting periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

Management is currently evaluating the impact that the updated standard will have on our consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025 - 05, Financial Instruments—Credit Losses (Topic 326 ):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, including those assets acquired in a business combination.

The practical expedient permits an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets.

This guidance is effective for the Company for its fiscal year and all interim periods beginning February 1, 2026 on a prospective basis.

Early adoption is permitted.

The Company is currently evaluating the impact of the adoption of this guidance on its condensed consolidated financial statements.

E arly adoption is permitted.

Management is currently evaluating the impact that the updated standard will have on our consolidated financial statement disclosures.

Accounts Receivable and Other

Accounts Receivable and Other as at November 30, 2025 and February 28, 2025 are comprised of the following:

November 30, 2025

Accounts Receivable and Other as at May 31, 2026 and February 28, 2026 are comprised of the following:

February 28, 2026

Accounts receivable from customers

Accounts receivable from joint venture

Accounts receivable from services to the India JV

Research and development tax credits

1 unchanged sentence

Prepaid Expenses

Prepaid expenses as at November 30, 2025 and February 28, 2025 were as follows:

November 30, 2025

Prepaid expenses as at May 31, 2026 and February 28, 2026 were as follows:

February 28, 2026

Property, Plant and Equipment, Net

As at November 30, 2025

As at May 31, 2026

depreciation,

21 unchanged sentences

$ 12,619 $ ( 10,920 ) $ 1,699

Depreciation expense for the three - and nine -month periods ended November 30, 2025 amounted to $ 34 and $ 104 , respectively ( 2024 – $ 79 and $ 249 ).

During the year ended February 28, 2025 the Company recorded an impairment charge for equipment of $ 8,460 .

This impairment was due to the termination of the joint venture arrangement between the Company and SK Geo Centric Co.

under which they had intended to construct and operate an Infinite Loop™ manufacturing facility in Ulsan, South Korea.

While the equipment may be utilized in a future commercial production facility, there are no active deployment plans for the use of this specific equipment, therefore the recoverability of the carrying value of the equipment is highly uncertain, and when tested for impairment, resulted in an impairment loss of $ 8,460 being recognized in the year ended February 28, 2025.

Depreciation expense for the three months ended May 31, 2026 amounted to $ 23 , ( 2025 – $ 35 ).

Intangible Assets, Net

Intangible assets as at November 30, 2025 and February 28, 2025 were $ 1,770 and $ 1,708 , respectively.

During the nine -month periods ended November 30, 2025 and 2024 , we made additions relating to patent application costs to intangible assets of $ 199 and $ 454 , respectively.

Amortization expense for the three - and nine -month periods ended November 30, 2025 amo unted to $ 60 and $ 186 , respectively ( 2024 – $ 53 and $ 149 ).

Intangible assets as at May 31, 2026 and February 28, 2026 were $ 1,730 and $ 1,776 , respectively.

During the three month periods ended May 31, 2026 and 2025 , we made additions relating to patent application costs to intangible assets of $ 35 and $ 115 , respectively.

Amortization expense for the three months ended May 31, 2026 amo unted to $ 61 , ( 2025 – $ 66 ).

Fair Value of Financial Instruments

The following tables disclose the estimated fair value of the Company's financial liabilities as at November 30, 2025 and February 28, 2025 :

Fair Value at November 30, 2025

The following tables disclose the estimated fair value of the Company's financial liabilities as at May 31, 2026 and February 28, 2026 :

Fair Value at May 31, 2026

Financial liabilities accounted for at amortized cost:

13 unchanged sentences

$ 900 $ 897 Level 2

The fair value of cash, restricted cash, accounts receivable and other, and accounts payable and accrued liabilities approximate their carrying values due to their short-term maturity.

The fair value of cash, accounts receivable and other, and accounts payable and accrued liabilities approximate their carrying values due to their short-term maturity.

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities as at November 30, 2025 and February 28, 2025 were as follows:

November 30, 2025

Accounts payable and accrued liabilities as at May 31, 2026 and February 28, 2026 were as follows:

February 28, 2026

Trade accounts payable

$ 1,234 $ 2,010

Accrued employee compensation

11 unchanged sentences

As such, the Company uses the equity method of accounting to account for its share of the investment in ELITe.

During the nine -month period ended November 30, 2025 , Loop and Ester each contributed $ 960 ( 2024 – nil ) to ELITe.

During the three - and nine -month periods ended November 30, 2025 , ELITe incurred losses of $ 130 and $ 820 , respectively ( 2024 – nil ), resulting in the Company recording its share of the loss on equity accounted investment of $ 65 and $ 410 ( 2024 – nil ) for the respective periods.

As at November 30, 2025 , and February 28, 2025 the carrying value of the Company's investment in ELITe was $ 1,817 and $ 1,267 , respectively.

Equity-Method Investment with Reed Circular Economy

On September 23, 2025, Loop entered into a formal agreement with Reed Circular Economy ("RCE"), an affiliate of Reed Management SAS, to establish the framework for the governance, ownership, and operations of Infinite Loop Europe SAS ("Infinite Loop Europe").

Under this agreement, and as previously announced, RCE and Loop hold their interests in Infinite Loop Europe on a 90/10 basis to pursue the non-exclusive development, financing, construction, ownership, operation, and commercialization of chemical upcycling plants using Loop's technology within Europe.

The agreement provides Infinite Loop Europe with priority rights to evaluate European project opportunities, establishes financing arrangements between the shareholders, grants Loop options to participate in project equity, and confirms that Loop retains ownership of its intellectual property while granting Infinite Loop Europe limited use rights.

Infinite Loop Europe does not meet the accounting definition of a joint venture, as the Company does not have joint control over the entity.

However, the Company has significant influence over Infinite Loop Europe and, accordingly, accounts for its investment using the equity method.

In September 2025, Loop purchased 250 shares of Infinite Loop Europe for €0.25 ($ 0.305 ) ( 2024 – nil ).

Infinite Loop Europe has not yet commenced operations.

As at November 30, 2025 , th e carrying value of the Company's investment in Infinite Loop Europe was nominal.

During the three -month period ended May 31, 2026, Loop and Ester made no contribution ( 2025 – nil ) to ELITe.

During the three -months ended May 31, 2026, ELITe incurred losses of $ 639 ( 2025 – $ 604 ), resulting in the Company recording its share of the loss on equity accounted investment of $ 319 ( 2025 – $ 302 ).

As at May 31, 2026, and February 28, 2026 the carrying value of the Company's investment in ELITe was $ 1,145 and $ 1,465 , respectively.

The summarized financial information for ELITe is presented below, on a quarterly lag (in thousands).

Balance sheet

March 31, 2026

Results of Operations

Three months ended March 31, 2026

Series B Convertible Preferred Stock

The balance of Series B Convertible Preferred Stock as at November 30, 2025 and February 28, 2025 was as follows:

November 30, 2025

The balance of Series B Convertible Preferred Stock as at May 31, 2026 and February 28, 2026 was as follows:

February 28, 2026

3 unchanged sentences

$ 12,429 $ 12,054

During the three - and nine -month periods ended November 30, 2025 , the Company recorded PIK dividends of $ 360 and $ 1,041 respectively, ( 2024 – nil ), which were recorded in “Interest and other financial expenses” in our Consolidated Statements of Operations and Comprehensive Loss.

On September 30, 2025, the annual dividend payment date, in accordance with the terms of the Series B Preferred Stock, the Company did not pay the accrued dividend in cash.

The dividend of $ 1,044 was added to the Stated Value of the Series B Preferred Stock as a payment-in-kind dividend.

The Stated Value as of September 30, 2025 includes this PIK dividend and will serve as the base for calculating future dividend accruals at the applicable dividend rate.

During the three months ended May 31, 2026 , the Company recorded PIK dividends of $ 375 , ( 2025 – $ 340 ), which were recorded in “Interest and other financial expenses” in our Consolidated Statements of Operations and Comprehensive Loss.

Long ‑ Term Debt

Long-term debt as of November 30, 2025 and February 28, 2025 , was comprised of the following:

November 30, 2025

Long-term debt as of May 31, 2026 and February 28, 2026 , was comprised of the following:

February 28, 2026

11 unchanged sentences

Investissement Qu é bec financing facility

The Company recorded interest expense on the Investissement Québec loan for the three - and nine -month periods ended November 30, 2025 in the amount of $ 36 and $ 106 , respectively ( 2024 – $ 29 and $ 59 ) and an accretion expense of $ 11 and $ 34 , respectively ( 2024 – $ 14 and $ 27 ).

During the nine -month period ended November 30, 2025 , the Company made repayments of $ 215 ( 2024 – $ 50 ) on the Investissement Québec loan.

The Company recorded interest expense on the Investissement Québec loan for the three months ended May 31, 2026 in the amount of $ 33 , respectively ( 2025 – $ 36 ) and an accretion expense of $ 11 , respectively ( 2025 – $ 11 ).

During the three month period ended May 31, 2026 , the Company made repayments of nil ( 2025 – $ 55 ) on the Investissement Québec loan.

Total repayments due on the Company's indebtedness over the next five years are as follows:

3 unchanged sentences

February 28, 2030

Credit facility from a Canadian bank

On July 26, 2022, Loop Canada, Inc., a wholly-owned subsidiary of the Company (the "Borrower"), entered into an Operating Credit Facility (the “Credit Facility”) with a Canadian bank.

The Credit Facility allows for borrowings of up to $ 2,504 in aggregate principal amount.

The Credit Facility allows for borrowings of up to CDN $ 3,500 in aggregate principal amount.

The Credit Facility is secured by the Company's Terrebonne, Québec property and was initially subject to a minimum equity covenant, tested quarterly.

3 unchanged sentences

All borrowings under the Credit Facility bear interest at an annual rate equal to the bank's Canadian prime rate plus 1.0 %.

As at November 30, 2025 , the $ 2,504 Credit Facility was available and undrawn.

As at February 28, 2025 , the credit facility was available and undrawn.

Stockholders' Equity (Deficit)

For the period ended November 30, 2025

As at May 31, 2026 , the $ 2,537 (CDN $ 3,500 ) Credit Facility was available and undrawn.

Stockholders' Deficit

For the period ended May 31, 2026

Number of shares

4 unchanged sentences

Issuance of shares for cash

Balance, November 30, 2025

Balance, May 31, 2026

48,380,371 $ 5

For the period ended November 30, 2024

For the period ended May 31, 2025

Number of shares

2 unchanged sentences

Issuance of shares upon settlement of restricted stock units

Balance, November 30, 2024

Balance, May 31, 2025

47,718,350 $ 5

During the nine months ended November 30, 2025 , the Company recorded the following common stock transactions:

During the three months ended May 31, 2026 , the Company recorded the following common stock transactions:

(i) The Company issued 42,816 shares of common stock to settle restricted stock units that vested in the period.

(ii) The Company issued 80,000 shares of common stock to settle stock options exercised in the period.

(iii) The Company issued 510,435 shares of common stock through its ATM Equity Offering program at an average offering price of $ 1.80 for gross proceed of $ 917 .

During the nine months ended November 30, 2024 , the Company recorded the following common stock transaction:

During the three months ended May 31, 2025 , the Company recorded the following common stock transaction:

The Company issued 98,087 shares of common stock to settle restricted stock units that vested in the period.

Research and Development Expenses

Research and development expenses for the three -month periods ended November 30, 2025 and 2024 were as follows:

November 30, 2025

November 30, 2024

Employee compensation

Machinery and equipment expenditures

External engineering

Plant and laboratory operating expenses

$ 967 $ 1,377

Research and development expenses for the nine -month periods ended November 30, 2025 and 2024 were as follows:

November 30, 2025

November 30, 2024

Research and development expenses for the three month periods ended May 31, 2026 and 2025 were as follows:

Employee compensation

$ 2,377 $ 3,014

Machinery and equipment expenditures

External engineering

2 unchanged sentences

General and Administrative Expenses

General and administrative expenses for the three -month periods ended November 30, 2025 and 2024 were as follows:

November 30, 2025

November 30, 2024

Employee compensation

Professional fees

$ 1,500 $ 2,148

General and administrative expenses for the nine -month periods ended November 30, 2025 and 2024 were as follows:

November 30, 2025

November 30, 2024

General and administrative expenses for the three month periods ended May 31, 2026 and 2025 were as follows:

Employee compensation

$ 1,956 $ 2,491

Professional fees

2 unchanged sentences

Stock Options

The following table summarizes the continuity of the Company's stock options during the three -month periods ended November 30, 2025 and 2024 :

Weighted average

stock options

exercise price

stock options

exercise price

Outstanding, beginning of period

5,493,138 $ 3.19 2,771,216 $ 5.25

130,000 1.72 - -

( 80,000 ) 0.80 - -

( 100,000 ) 1.16 - -

( 200,000 ) 0.80 - -

Outstanding, end of period

5,243,138 $ 3.32 2,771,216 $ 5.25

Exercisable, end of period

2,581,727 $ 5.30 2,040,000 $ 6.12

The following table summarizes the continuity of the Company's stock options during the nine -month periods ended November 30, 2025 and 2024 :

The following table summarizes the continuity of the Company's stock options during the three month periods ended May 31, 2026 and 2025 :

Weighted average

7 unchanged sentences

1,082,179 1.44 2,801,922 1.16

( 80,000 ) 0.80 - -

( 180,000 ) 1.31 ( 200,000 ) 0.80

( 200,000 ) 0.80 - -

Outstanding, end of period

4 unchanged sentences

Fair value is calculated based on a Black-Scholes option pricing model.

The principal components of the pricing model for the stock options granted in the nine -month period ended November 30, 2025 and 2024 were as follows:

The principal components of the pricing model for the stock options granted in the three month period ended May 31, 2026 and 2025 were as follows:

Exercise price

7 unchanged sentences

3.5 - 5.0 years 3.5 - 5.0 years

The weighted-average grant-date fair value of options granted during the nine -month periods ended November 30, 2025 and 2024 was $ 0.64 and $ 2.03 , respectively.

A summary of the Company’s nonvested shares as of November 30, 2025 , and changes during the nine -month period ended November 30, 2025 were as follows:

The weighted-average grant-date fair value of options granted during the three month periods ended May 31, 2026 and 2025 was $ 0.94 and $ 0.63 respectively.

A summary of the Company’s nonvested shares as of May 31, 2026 , and changes during the three month period ended May 31, 2026 were as follows:

Weighted average

4 unchanged sentences

( 783,137 ) 0.75

( 180,000 ) 1.31

( 289,805 ) 1.88

Nonvested, end of period

3,078,274 $ 0.83

During the three -month periods ended November 30, 2025 and 2024 , stock-based compensation expense attributable to stock options amounted to $ 185 and $ 146 , respectively.

During the nine -month periods ended November 30, 2025 and 2024 , stock-based compensation expense attributable to stock options amounted to $ 836 and $ 441 , respectively.

During the three month periods ended May 31, 2026 and 2025 , stock-based compensation expense attributable to stock options amounted to $ 852 and $ 486 , respectively.

Restricted Stock Units

The following table summarizes the continuity of the restricted stock units during the three -month periods ended November 30, 2025 and 2024 :

Weighted average

Number of units

fair value price

Number of units

fair value price

Outstanding, beginning of period

4,256,532 $ 6.38 4,461,818 $ 6.35

17,311 1.65 - -

( 12,331 ) 4.76 ( 13,639 ) 4.43

Outstanding, end of period

4,261,512 $ 6.36 4,448,179 $ 6.36

Outstanding vested, end of period

1,833,531 $ 5.71 1,761,421 $ 5.86

The following table summarizes the continuity of the restricted stock units during the nine -month periods ended November 30, 2025 and 2024 :

The following table summarizes the continuity of the restricted stock units during the three month periods ended May 31, 2026 and 2025 :

Weighted average

8 unchanged sentences

- - ( 387,750 ) 2.87

( 406,670 ) 2.97 ( 13,639 ) 4.43

Outstanding, end of period

4 unchanged sentences

Fair value is calculated based on the intrinsic value at grant date multiplied by the number of restricted stock unit awards granted.

During the three -month periods ended November 30, 2025 and 2024 , stock-based compensation attributable to RSUs amounted to $ 132 and $ 184 , respectively.

During the nine -month periods ended November 30, 2025 and 2024 , stock-based compensation expense attributable to RSUs amounted to $ 136 , which include s $( 319 ) for forfeitures recorded in the period, and $ 621 , respectively.

During the three month periods ended May 31, 2026 and 2025 , stock-based compensation attributable to RSUs amounted to $ 127 and $( 111 ), respectively.

Stock-Based Compensation Expense

During the three -month periods ended November 30, 2025 and 2024 , stock-based compensation included in research and development expenses amounted to $ 82 and $ 106 , respectively, and in general and administrative expenses amounted to $ 235 and $ 224 , respectively.

During the nine -month periods ended November 30, 2025 and 2024 , stock-based compensation included in research and development expenses amounted to $ 426 and $ 367 , respectively, and in general and administrative expenses amounted to $ 545 and $ 695 , respectively.

During the three month periods ended May 31, 2026 and 2025 , stock-based compensation included in research and development expenses amounted to $ 458 and $ 312 , respectively, and in general and administrative expenses amounted to $ 521 and $ 63 , respectively.

Equity Incentive Plan

1 unchanged sentence

The Plan permits the granting of warrants, stock options, stock appreciation rights and restricted stock units to employees, directors and consultants of the Company.

A total of 3,000,000 shares of common stock were initially reserved for issuance under the Plan at July 6, 2017, with annual automatic share reserve increases, as defined in the Plan, amounting to the lessor of (i) 1,500,000 shares, (ii) 5 % of the outstanding shares on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Administrator of the Plan, effective March 1, 2018.

A total of 3,000,000 shares of common stock were initially reserved for issuance under the Plan at July 6, 2017, with annual automatic share reserve increases, as defined in the Plan, amounting to the lesser of (i) 1,500,000 shares, (ii) 5 % of the outstanding shares on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Administrator of the Plan, effective March 1, 2018.

On March 1, 2026, the share reserve was increased by 1,500,000 shares ( 2025 – 1,500,000 ).

The Plan is administered by the Board of Directors who designates eligible participants to be included under the Plan, the number of awards granted, the share price pursuant to the awards and the vesting conditions and period.

The Plan is administered by the Board of Directors who designates eligible participants to be included under the Plan, the number of awards g ranted, the share price pursuant to the awards and the vesting conditions and period.

The awards, when granted, will have an exercise price of no less than the estimated fair value of shares at the date of grant and a life not exceeding 10 years from the grant date.

However, where a participant, at the time of the grant, owns stock representing more than 10% of the voting power of the Company, the life of the options shall not exceed 5 years.

The following table summarizes the continuity of the units that were authorized for issuance under the Plan as at and during the nine -month periods ended November 30, 2025 and 2024 :

The following table summarizes the continuity of the units that were authorized for issuance under the Plan as at and during the three month periods ended May 31, 2026 and 2025 :

Number of units*

7 unchanged sentences

Units forfeited

586,670 213,639

Units expired

3 unchanged sentences

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