Loop Industries, Inc.
For the period ended Nov 30, 2025. Filed Jan 14, 2026.
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Nov 30, 2025 · Filed Jan 14, 2026
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Notes to the condensed consolidated financial statements (Unaudited)
Three and Nine Months Ended November 30, 2025 and 2024
Notes to the Condensed Consolidated Financial Statements
1. The Company, Basis of Presentation and Going Concern
The Company
Loop Industries, Inc. (the “Company,” “Loop,” “we,” or “our”) is a technology company that owns patented and proprietary technology that depolymerizesno and low-value waste polyethylene terephthalate (“PET”) plastic and polyester fiber to its base building blocks (monomers). The monomers are filtered, purified and polymerized to create virgin-quality Loop™ branded PET resin suitable for use in food-grade packaging and polyester fiber. The Company is currently in the pre-commercialization stage with limited revenues.
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. 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 Form10-K for the fiscal year ended* February 28, 2025*, filed with the SEC on* May 29, 2025,as amended by the AmendmentNo.* 1 on Form10-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. and its subsidiaries, Loop Innovations, LLC and Loop Canada Inc. All subsidiaries are, either directly or indirectly, wholly owned subsidiaries of Loop Industries, Inc. (collectively, the “Company”). The Company owns, through Loop Innovations, LLC, a 50% interest in a joint venture, Indorama Loop Technologies, LLC, which is accounted for under the equity method. The Company also owns a 50% interest in a joint venture, Ester Loop Infinite Technologies Private Limited ("India JV"), which is accounted for under the equity method. The Company owns a 10% equity interest in Infinite Loop Europe SAS ("Infinite Loop Europe"), accounted for under the equity method, over which it has significant influence butnot* joint control; the remaining 90% is owned by Reed Circular Economy ("RCE").
Intercompany balances and transactions are eliminated on consolidation. The condensed consolidated balance sheet as of* February 28, 2025*, included herein, was derived from the audited financial statements as of that date, but doesnot include all disclosures including certain notes required by US GAAP on an annual reporting basis. 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 thethree- andnine-month periods ended* November 30, 2025* arenot 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.
All monetary amounts in these notes to the condensed consolidated financial statements are in thousands of U.S. dollars unless otherwise specified, except for per share data.
Going Concern
These unaudited interim condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and settlement of liabilities in the normal course of business as they come due. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, butnot limited to,twelve months from the date of issuance of these consolidated financial statements.
Since its inception, the Company has been in the pre-commercialization stage withno 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 leasttwelve 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 ASC205-40 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, willnot be sufficient to fund the Company's ongoing operations, obligations and commitments for the nexttwelve 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. While the Company is actively engaged in financing discussions, there isno assurance that the Company will be successful in attracting additional funding on terms acceptable to the Company.
These unaudited interim condensed consolidated financial statements donot 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. Such adjustments could be material.
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2. Summary of Significant Accounting Policies
Use of estimates
The preparation of financial statements in conformity with US GAAP requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include the going concern assessment, estimates for depreciable lives of property, plant and equipment and intangible assets, recoverability of property, plant and equipment, recoverability of equity accounted investments, assumptions made in calculating the fair value of stock-based compensation and other equity instruments, and the assessment of performance conditions for stock-based compensation awards.
Net loss per share
The Company computes net loss per share in accordance with FASB ASC260, Earnings Per Share. Basic loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year. The Company includes common stock issuable in its calculation. Diluted loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation if their effect is antidilutive.
For thethree andnine months ended* November 30, 2025and2024*, 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), andnil outstanding warrants (2024 –2,357,407)
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Recently adopted accounting pronouncements
In* August 2023,the Financial Accounting Standards Board (“FASB”) issued ASUNo.* 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 thenine*-month period ended* November 30, 2025* didnot impact the disclosures in our interim condensed consolidated financial statements.
Recently issued accounting pronouncementsnot* yet adopted*
In* December 2023,the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2023-09—Income Taxes (Topic740*): 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, 2024and 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 ASUNo.* 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220-40): 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 ASUNo.* 2024-04, Debt—Debt with Conversion and Other Options (Subtopic470-20): Induced Conversions of Convertible Debt Instruments, which clarifies the accounting for settlements of convertible debt instruments that occur on terms different from the original contractual conversion terms. The amendments introduce a "preexisting contract approach," requiring that, to qualify for induced conversion accounting, the inducement offer must preserve the form of consideration and provide an amount of consideration that isno less than what was issuable under the original conversion privileges. This guidance applies to convertible debt instruments with cash conversion features and to instruments that arenot currently convertible but had substantive conversion features at issuance and at the time the inducement offer is accepted. The updated standard is effective for annual reporting periods beginning after* December 15, 2025,including interim periods within those fiscal years. Early adoption is permitted for entities that have adopted the amendments in ASU2020*-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 ASU2025*-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic220-40): Clarifying the Effective Date. This update clarifies the effective date of ASU2024-03, which requires public business entities to provide disaggregated disclosures of certain income statement expenses. Specifically, ASU2025-01 confirms that the guidance in ASU2024-03 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 ASU2025*-05, Financial Instruments—Credit Losses (Topic326): 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 Topic606, 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 donot 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.
3. 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 | February 28, 2025 | |
|---|---|---|
| Accounts receivable from customers | $3 | $52 |
| Accounts receivable from joint venture | 86 | 368 |
| Research and development tax credits | 64 | 121 |
| Sales tax | 57 | 89 |
| Other receivables | 90 | 9 |
| $300 | $639 |
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4. Prepaid Expenses
Prepaid expenses as at* November 30, 2025* and* February 28, 2025* were as follows:
| November 30, 2025 | February 28, 2025 | |
|---|---|---|
| Insurance | $280 | $69 |
| Utilities | 32 | 29 |
| Software | 33 | 28 |
| Other | 65 | 32 |
| $410 | $158 |
5. Property, Plant and Equipment, Net
| Accumulated | ||||
|---|---|---|---|---|
| depreciation, | ||||
| write-down | ||||
| Cost · and impairment · Net book value | ||||
| Machinery and equipment | $8,460 | $(8,460) | $ | - |
| Building | 1,773 | (464) | 1,309 | |
| Land | 219 | - | 219 | |
| Building and Land Improvements | 1,799 | (1,722) | 77 | |
| Office equipment and furniture | 267 | (182) | 85 | |
| $12,518 | $(10,828) | $1,690 | ||
| Accumulated | ||||
|---|---|---|---|---|
| depreciation, | ||||
| write-down | ||||
| Cost · and impairment · Net book value | ||||
| Machinery and equipment | $8,460 | $(8,460) | $ | - |
| Building | 1,717 | (406) | 1,311 | |
| Land | 212 | - | 212 | |
| Building and Land Improvements | 1,741 | (1,616) | 125 | |
| Office equipment and furniture | 259 | (170) | 89 | |
| $12,389 | $(10,652) | $1,737 | ||
Depreciation expense for thethree- andnine-month periods ended* November 30, 2025* amounted to$34 and$104, respectively (2024 –$79 and$249).
During the year ended* February 28, 2025the 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. Ltd. under which they had intended to construct and operate an Infinite Loop™ manufacturing facility in Ulsan, South Korea. While the equipment maybe utilized in a future commercial production facility, there areno* 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.*
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6. Intangible Assets, Net
Intangible assets as at* November 30, 2025* and* February 28, 2025* were $1,770 and $1,708, respectively.
During thenine-month periods ended* November 30, 2025and2024*, we made additions relating to patent application costs to intangible assets of $199 and $454, respectively.
Amortization expense for thethree- andnine-month periods ended* November 30, 2025* amounted to$60 and$186, respectively (2024 –$53 and$149).
7. 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*:
| Carrying · Level in the | |||
|---|---|---|---|
| Amount | Fair Value | hierarchy | |
| Financial liabilities accounted for at amortized cost: | |||
| Series B Convertible Preferred stock (Note 10) | $11,688 | $11,688 | Level 2 |
| Long-term debt (Note 11) | $3,006 | $3,006 | Level 2 |
| Due to customer | $882 | $882 | Level 2 |
| Carrying · Level in the | |||
|---|---|---|---|
| Amount | Fair Value | hierarchy | |
| Financial liabilities accounted for at amortized cost: | |||
| Series B Convertible Preferred stock (Note 10) | $10,647 | $10,647 | Level 2 |
| Long-term debt (Note 11) | $3,085 | $3,085 | Level 2 |
| Due to customer | $832 | $832 | 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.
8. 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 | February 28, 2025 | |
|---|---|---|
| Trade accounts payable | $1,234 | $2,010 |
| Accrued employee compensation | 645 | 554 |
| Accrued engineering fees | 452 | 431 |
| Accrued professional fees | 290 | 276 |
| Other accrued liabilities | 314 | 274 |
| $2,935 | $3,545 |
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9. Equity Method Investments
Joint Venture with Ester
On* May 1, 2024,the Company entered into an agreement with Ester Industries Ltd. (“Ester”), a manufacturer of polyester films and specialty polymers in India, to form a50/50* joint venture based in India (“India JV”). The purpose of the India JV is to build and operate an Infinite Loop™ manufacturing facility in India which will produce lower carbon footprint rDMT, rMEG and specialty polymers, using the Infinite Loop™ Technology. During the year ended* February 28, 2025,*Ester Loop Infinite Technologies Private Limited (“ELITe”) was incorporated as the India JV.
ELITe meets the accounting definition of a joint venture where neither party has control of the joint venture entity and both parties have joint control over the decision-making process. As such, the Company uses the equity method of accounting to account for its share of the investment in ELITe.
During thenine-month period ended* November 30, 2025*, Loop and Ester each contributed $960 (2024 –nil) to ELITe. During thethree- andnine-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 a90/10* 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 doesnot meet the accounting definition of a joint venture, as the Company doesnot 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 hasnot* yet commenced operations. As at* November 30, 2025*, the carrying value of the Company's investment in Infinite Loop Europe was nominal.
10. 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 | February 28, 2025 | |
|---|---|---|
| Stated value | $11,439 | $10,395 |
| Accrued PIK dividends | 249 | 252 |
| Series B Convertible Preferred Stock | $11,688 | $10,647 |
During thethree- andnine-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 didnot* 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.
11. Long‑Term Debt
Long-term debt as of* November 30, 2025* and* February 28, 2025*, was comprised of the following:
| November 30, 2025 | February 28, 2025 | |
|---|---|---|
| Investissement Québec financing facility: | ||
| Principal amount | $3,004 | $3,099 |
| Unamortized discount | (109) | (138) |
| Accrued interest | 111 | 124 |
| Total Investissement Québec financing facility | 3,006 | 3,085 |
| Less: current portion of long-term debt | (510) | (312) |
| Long-term debt, net of current portion | $2,496 | $2,773 |
Investissement Québec financing facility
The Company recorded interest expense on the Investissement Québec loan for thethree- andnine-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 thenine-month period ended* November 30, 2025*, the Company made repayments of$215 (2024 –$50) on the Investissement Québec loan.
Total repayments due on the Company's indebtedness over the nextfive years are as follows:
| Years ending | Amount |
|---|---|
| February 28, 2026 | 107 |
| February 28, 2027 | 537 |
| February 29, 2028 | 824 |
| February 28, 2029 | 824 |
| February 28, 2030 | 823 |
| Thereafter | - |
| Total | $3,115 |
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 is secured by the Company's Terrebonne, Québec property and was initially subject to a minimum equity covenant, tested quarterly.
On* July 4, 2025,the Borrower, the Company and the Canadian bank executed an amendment to the Credit Facility, modifying the minimum equity covenant to include the balance of Series B Convertible Preferred Stock as at February 28, 2025*of $10,647 in the calculation of stockholders' equity.
On* October 10, 2025,*the Borrower, the Company and the Canadian bank executed an amendment to the Credit Facility, which removed the minimum equity covenant tested quarterlyfor the duration of the term of the Credit Facility.
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.
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12. Stockholders' Equity (Deficit)
Common Stock
| For the period ended November 30, 2025 | Number of shares | Amount |
|---|---|---|
| Balance, February 28, 2025 | 47,620,263 | $5 |
| Issuance of shares upon settlement of restricted stock units | 126,857 | - |
| Issuance of shares upon exercise of stock options | 80,000 | - |
| Issuance of shares for cash | 510,435 | - |
| Balance, November 30, 2025 | 48,337,555 | $5 |
| For the period ended November 30, 2024 | Number of shares | Amount |
|---|---|---|
| Balance, February 29, 2024 | 47,528,908 | $5 |
| Issuance of shares upon settlement of restricted stock units | 91,355 | - |
| Balance, November 30, 2024 | 47,620,263 | $5 |
During thenine months ended* November 30, 2025*, the Company recorded the following common stock transactions:
| (i) | The Company issued 126,857 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 thenine months ended* November 30, 2024*, the Company recorded the following common stock transaction:
| (i) | The Company issued 91,355 shares of common stock to settle restricted stock units that vested in the period. |
|---|
13. Research and Development Expenses
Research and development expenses for thethree-month periods ended* November 30, 2025and2024* were as follows:
| November 30, 2025 | November 30, 2024 | |
|---|---|---|
| Employee compensation | $735 | $876 |
| Machinery and equipment expenditures | - | 41 |
| External engineering | 18 | 86 |
| Plant and laboratory operating expenses | 183 | 210 |
| Other | 31 | 164 |
| $967 | $1,377 |
Research and development expenses for thenine-month periods ended* November 30, 2025and2024* were as follows:
| November 30, 2025 | November 30, 2024 | |
|---|---|---|
| Employee compensation | $2,377 | $3,014 |
| Machinery and equipment expenditures | 2 | 44 |
| External engineering | 82 | 1,365 |
| Plant and laboratory operating expenses | 562 | 677 |
| Other | 159 | 459 |
| $3,182 | $5,559 |
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14. General and Administrative Expenses
General and administrative expenses for thethree-month periods ended* November 30, 2025and2024* were as follows:
| November 30, 2025 | November 30, 2024 | |
|---|---|---|
| Employee compensation | $653 | $799 |
| Insurance | 426 | 453 |
| Professional fees | 157 | 595 |
| Other | 264 | 301 |
| $1,500 | $2,148 |
General and administrative expenses for thenine-month periods ended* November 30, 2025and2024* were as follows:
| November 30, 2025 | November 30, 2024 | |
|---|---|---|
| Employee compensation | $1,956 | $2,491 |
| Insurance | 1,301 | 1,421 |
| Professional fees | 1,130 | 2,858 |
| Other | 631 | 884 |
| $5,018 | $7,654 |
15. Share-based Payments
Stock Options
The following table summarizes the continuity of the Company's stock options during thethree-month periods ended* November 30, 2025and2024*:
| 2025 | 2024 | |||
|---|---|---|---|---|
| Number of | Weighted average | Number of | Weighted average | |
| stock options | exercise price | stock options | exercise price | |
| Outstanding, beginning of period | 5,493,138 | $3.19 | 2,771,216 | $5.25 |
| Granted | 130,000 | 1.72 | - | - |
| Exercised | (80,000) | 0.80 | - | - |
| Forfeited | (100,000) | 1.16 | - | - |
| Expired | (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 thenine-month periods ended* November 30, 2025and2024*:
| 2025 | 2024 | |||
|---|---|---|---|---|
| Number of | Weighted average | Number of | Weighted average | |
| stock options | exercise price | stock options | exercise price | |
| Outstanding, beginning of period | 2,771,216 | $5.25 | 2,772,000 | $5.10 |
| Granted | 2,931,922 | 1.18 | 199,216 | 2.89 |
| Exercised | (80,000) | 0.80 | - | - |
| Forfeited | (180,000) | 1.31 | (200,000) | 0.80 |
| Expired | (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 |
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The Company applies the fair value method of accounting for stock-based compensation awards granted. 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 thenine-month period ended* November 30, 2025and2024* were as follows:
| 2025 | 2024 | |
|---|---|---|
| Exercise price | $1.18 | $2.89 |
| Risk-free interest rate | 3.56% - 4.11% | 4.09% |
| Expected dividend yield | 0% | 0% |
| Expected volatility | 81%-82% | 73% |
| Expected life (years) | 3.5 - 5.0 years | 7 years |
The weighted-average grant-date fair value of options granted during thenine-month periods ended* November 30, 2025and2024* was$0.64 and$2.03, respectively.
A summary of the Company’s nonvested shares as of* November 30, 2025*, and changes during thenine-month period ended* November 30, 2025* were as follows:
| Number of | Weighted average | |
|---|---|---|
| stock options | exercise price | |
| Nonvested, beginning of period | 731,216 | $1.88 |
| Granted | 2,400,000 | 0.66 |
| Exercised | - | - |
| Forfeited | (180,000) | 1.31 |
| Vested | (289,805) | 1.88 |
| Nonvested, end of period | 2,661,411 | $0.82 |
During thethree-month periods ended* November 30, 2025and2024*, stock-based compensation expense attributable to stock options amounted to $185 and $146, respectively. During thenine-month periods ended* November 30, 2025and2024*, stock-based compensation expense attributable to stock options amounted to $836 and $441, respectively.
Restricted Stock Units
The following table summarizes the continuity of the restricted stock units during thethree-month periods ended* November 30, 2025and2024*:
| 2025 · 2024 | ||||
|---|---|---|---|---|
| Weighted average | 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 |
| Granted | 17,311 | 1.65 | - | - |
| Settled | - | - | - | - |
| Forfeited | (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 thenine-month periods ended* November 30, 2025and2024*:
| 2025 · 2024 | ||||
|---|---|---|---|---|
| Weighted average | Weighted average | |||
| Number of units | fair value price | Number of units | fair value price | |
| Outstanding, beginning of period | 4,466,958 | $6.32 | 4,368,897 | $6.53 |
| Granted | 328,081 | 1.33 | 184,276 | 2.25 |
| Settled | (126,857) | 2.90 | (91,355) | 6.74 |
| Forfeited | (406,670) | 2.97 | (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 Company applies the fair value method of accounting for awards granted through the issuance of restricted stock units. Fair value is calculated based on the intrinsic value at grant date multiplied by the number of restricted stock unit awards granted.
During thethree-month periods ended* November 30, 2025and2024*, stock-based compensation attributable to RSUs amounted to $132 and $184, respectively. During thenine-month periods ended* November 30, 2025and2024*, stock-based compensation expense attributable to RSUs amounted to $136, which includes $(319) for forfeitures recorded in the period, and $621, respectively.
F-15
Stock-Based Compensation Expense
During thethree-month periods ended* November 30, 2025and2024*, 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 thenine-month periods ended* November 30, 2025and2024*, 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.
16. Equity Incentive Plan
On* July 6, 2017,the Company adopted the2017* Equity Incentive Plan (the “Plan”). 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.On March 1, 2025,the share reserve was increased by 1,500,000 shares (2024 –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 awards, when granted, will have an exercise price ofno* less than the estimated fair value of shares at the date of grant and a lifenot exceeding 10 years from the grant date. However, where a participant, at the time of the grant, owns stock representing more than10% of the voting power of the Company, the life of the options shallnot exceed 5 years.
The following table summarizes the continuity of the units that were authorized for issuance under the Plan as at and during thenine-month periods ended* November 30, 2025and2024*:
| 2025 | 2024 | |
|---|---|---|
| Number of units* | Number of units* | |
| Authorized, beginning of period | 2,159,612 | 848,244 |
| Automatic share reserve increase | 1,500,000 | 1,500,000 |
| Units granted | (3,260,003) | (383,492) |
| Units forfeited | 586,670 | 213,639 |
| Units expired | 200,000 | - |
| Authorized, end of period | 1,186,279 | 2,178,391 |
*The use of the term “units” in the table above describes a combination of stock options and RSUs.
F-16
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.