Trio Petroleum Corp

FOR THE THREE MONTHS ENDED JANUARY 31, 2026

NOTE 1 –NATURE OF THE ORGANIZATION AND BUSINESS

Company Overview

Trio Petroleum Corp (“Trio Petroleum,” the “Company,” or “TPET”) is a Delaware-incorporated oil and gas exploration and development company headquartered in Bakersfield, California. The Company focuses on acquiring, financing, and operating oil and gas projects in the United States and Canada. Its current portfolio includes the South Salinas Project in Monterey County, California, the PR Spring Project in Uintah County, Utah, and heavy-oil assets in the Lloydminster region of Saskatchewan, Canada.

Nature of Operations

The Company commenced revenue-generating operations in February 2024 at the McCool Ranch Oil Field in California. Operations at McCool Ranch were discontinued in May 2025, and all related leases were terminated. Revenues from the Company’s Saskatchewan assets, acquired through the Novacor transaction in April 2025, continued through the three months ended January 31, 2026. As of January 31, 2026, all producing wells were located in Saskatchewan.

Operational Focus

The Company continues to shift its operational emphasis toward jurisdictions with more favorable economic conditions, including Utah and Canada, while maintaining its interests in California. The South Salinas Project remains in evaluation status, and no proved reserves have been established as of January 31, 2026.

Canadian Operations and Recent Acquisitions

Trio Petroleum Canada Corp (“Trio Canada”), a wholly owned subsidiary formed in March 2025, holds the Company’s Canadian assets. During the quarter ended January 31, 2026, Trio Canada completed two additional acquisitions of oil and gas assets in Canada. On November 3, 2025, the Company acquired certain unproved petroleum and natural gas lease rights in Alberta for cash and common stock consideration. On December 30, 2025, the Company acquired additional oil and gas assets in the Lloydminster, Saskatchewan heavy oil region, with consideration paid in common stock. Both transactions are being accounted for as asset acquisitions under ASC 805-50, and the acquired assets have been recorded as unproved oil and gas properties.

Equity Offering

On January 9, 2026, the Company entered into an At Market Issuance Sales Agreement with Ladenburg Thalmann & Co. Inc., permitting the sale of up to $3,600,000 of common stock. During the three months ended January 31, 2026, the Company sold an aggregate of 473,164 shares of its common stock under the agreement for gross proceeds of approximately $395,000. The sales consisted of 45,794 shares sold on January 27, 2026 at an average price of $0.8382 per share,228,842 shares sold on January 28, 2026 at an average price of $0.8310 per share,63,446 shares sold on January 29, 2026 at an average price of $0.8301 per share, and 135,082 shares sold on January 30, 2026 at an average price of $0.8393 per share. Ladenburg is entitled to compensation of up to 3.0 percent of the gross proceeds from each sale.

Emerging Growth Company

The Company is an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 and has elected to use the extended transition period for adopting new or revised accounting standards.

Subsequent Events

The Company evaluated subsequent events after January 31, 2026 through the date these condensed consolidated financial statements were issued. Subsequent to January 31, 2026, the Company continued to sell shares of its common stock under its At Market Issuance Sales Agreement with Ladenburg Thalmann & Co. Inc. The Company raised additional capital under the program during this period. In addition, the holders of our unsecured convertible promissory notes issued in August 2025 elected to convert the remaining outstanding principal balance of the notes into shares of our common stock after the end of the quarter. Further details regarding these subsequent ATM sales and the note conversions are provided in Note 10 – Subsequent Events. Management did not identify any other events requiring recognition or additional disclosure.

NOTE 2 –SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required for complete annual financial statements and should be read in conjunction with the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended October 31, 2025. The condensed consolidated financial statements include the accounts of Trio Petroleum Corp and its wholly owned subsidiary, Trio Petroleum Canada Corp, and all significant intercompany balances and transactions have been eliminated. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended January 31, 2026 are not necessarily indicative of results for the full fiscal year.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures. Significant estimates include the evaluation of oil and natural gas properties, asset retirement obligations, the assessment of unproved properties, the valuation of equity-based transactions, and the determination of deferred tax assets and related valuation allowances. Actual results could differ from those estimates.

Foreign Currency Translation

The Company’s reporting currency is the United States dollar. The functional currency of Trio Petroleum Canada Corp is the Canadian dollar. Assets and liabilities of the foreign subsidiary are translated at exchange rates in effect at the balance sheet date, and income and expense items are translated at average exchange rates for the period. Resulting translation adjustments are recorded in accumulated other comprehensive income. Foreign currency transaction gains and losses are recognized in earnings as incurred.

Oil and Gas Properties

The Company applies the successful efforts method of accounting for its oil and natural gas properties. Geological and geophysical costs, delay rentals, and exploratory costs are expensed as incurred. Costs of exploratory wells are capitalized pending the determination of whether proved reserves have been found; if proved reserves are not established, the related costs are expensed. Costs to acquire mineral interests, drill and equip exploratory wells that find proved reserves, and drill and equip development wells are capitalized. Unproved properties are assessed periodically for impairment based on remaining lease terms, drilling results, and future development plans. Proved properties are depleted using the unit-of-production method based on estimated proved reserves. The Company evaluates its long-lived assets, including proved oil and natural gas properties, for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

Asset Retirement Obligations

The Company recognizes asset retirement obligations for the estimated future costs of plugging and abandoning oil and natural gas wells. The fair value of the obligation is recorded in the period in which the liability is incurred, with a corresponding increase to the carrying amount of the related asset. The liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. The obligation is adjusted for revisions in estimated timing or amount of expected cash flows.

Revenue Recognition

Revenue is recognized in accordance with ASC 606, Revenue from Contracts with Customers. The Company’s revenues are derived from the sale of crude oil. Control transfers to the customer at the time of delivery, which is the point at which revenue is recognized. Revenue is measured based on the consideration specified in the contract, which may include adjustments for market differentials and transportation-related charges. The Company’s oil is sold to a single customer, and payment is typically received in the month following delivery.

Income Taxes

The Company accounts for income taxes using the asset and liability method. Deferred tax assets and liabilities are recognized for temporary differences between the financial reporting and tax bases of assets and liabilities and for net operating loss carryforwards. A valuation allowance is recorded when it is more likely than not that deferred tax assets will not be realized. The Company’s deferred tax assets continue to be fully reserved. The Company recognizes the effect of uncertain tax positions only when it is more likely than not that such positions will be sustained upon examination. Interest and penalties related to uncertain tax positions are recognized in income tax expense.

Fair Value Measurements

The Company measures certain assets and liabilities at fair value in accordance with ASC 820, Fair Value Measurements. Fair value represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value of equity consideration issued in connection with asset acquisitions is measured based on the market price of the Company’s common stock on the acquisition date, without adjustment for resale restrictions. The carrying amounts of cash, payables, and other short-term financial instruments approximate fair value due to their short-term nature. Certain estimates used in evaluating oil and natural gas properties and asset retirement obligations involve significant unobservable inputs and are therefore classified as Level 3 measurements.

Net Loss Per Share

Basic and diluted net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is the same as basic net loss per share because the inclusion of potentially dilutive securities would be anti-dilutive.

Environmental Expenditures

Environmental expenditures are expensed or capitalized depending on their nature and future economic benefit. Expenditures that relate to ongoing environmental compliance are expensed as incurred, while expenditures that improve the future economic benefit of an asset are capitalized.

Recent Accounting Pronouncements

Management has evaluated recently issued accounting pronouncements and has determined that none are expected to have a material impact on the Company’s condensed consolidated financial statements.

Reclassifications

Certain prior-period amounts have been reclassified to conform to the current period presentation. These reclassifications had no effect on previously reported net income or stockholders’ equity.

NOTE 3 –GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

As of January 31, 2026, the Company had cash of approximately $684,653 and a working capital deficit of approximately $0.9 million. The Company has incurred significant losses since inception and, as of January 31, 2026, had an accumulated deficit of approximately $28.4 million. The Company has continued to experience negative cash flows from operations, and its existing cash resources as of January 31, 2026 were not sufficient to fund projected operating and capital requirements for the twelve months following the issuance of these condensed consolidated financial statements.

During the three months ended January 31, 2026, the Company raised approximately $395,000 in gross proceeds through sales of common stock under its At Market Issuance Sales Agreement with Ladenburg Thalmann & Co. Inc. Subsequent to January 31, 2026 and through the date of issuance of these condensed consolidated financial statements, the Company raised an additional $18.6 million in gross proceeds under the same ATM program. These proceeds significantly improved the Company’s liquidity position and are expected to be sufficient to fund the Company’s operating and capital requirements for at least twelve months from the date these financial statements are issued.

Management evaluated whether these capital raises, together with the Company’s operating plans, alleviate the conditions that initially raised substantial doubt about the Company’s ability to continue as a going concern. Based on the additional capital raised after January 31, 2026 and prior to issuance of these financial statements, management concluded that its plans are probable of being effectively implemented and sufficient to address the Company’s liquidity needs for the twelve-month period following issuance. Accordingly, while substantial doubt existed as of January 31, 2026, management’s plans have alleviated that substantial doubt.

These condensed consolidated financial statements have been prepared on a going-concern basis and do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 4 –REVENUE FROM CONTRACTS WITH CUSTOMERS

Disaggregation of Revenue from Contracts with Customers

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is derived from the sale of crude oil, and control transfers to the customer at the time of delivery. Revenue is measured based on the consideration specified in the contract, which may include adjustments for market differentials and transportation-related charges. The Company sells its crude oil to a single customer, and payment is typically received in the month following delivery.

Revenue for the three months ended January 31, 2026 was generated entirely from oil sales produced from the Company’s Saskatchewan properties. The following table presents revenue disaggregated by product type for the periods presented:

There wereno contract assets, contract liabilities, or remaining performance obligations as of January 31, 2026 or October 31, 2025.

Significant concentrations of credit risk

The Company’s revenue is concentrated with a single customer who purchases crude oil produced from the Company’s Canadian operations. Changes in regional market conditions, commodity pricing, or regulatory environments in Saskatchewan could materially impact future revenues.

NOTE 5 –OIL AND NATURAL GAS PROPERTIES

The following tables summarize the Company’s oil and gas activities.

The Company applies the successful efforts method of accounting for its oil and natural gas properties. Costs of geological and geophysical activities, delay rentals, and exploratory activities are expensed as incurred. Costs of exploratory wells are capitalized pending the determination of whether proved reserves have been found; if proved reserves are not established, the related costs are expensed. Costs to acquire mineral interests and to drill and equip exploratory and development wells that find proved reserves are capitalized. Unproved properties are not amortized and are assessed periodically for impairment based on remaining lease terms, drilling results, and future development plans. Proved properties are depleted using the unit-of-production method based on estimated proved reserves. The Company evaluates its long-lived assets, including proved oil and natural gas properties, for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

During the three months ended January 31, 2026, the Company completed two asset acquisitions in Canada that were accounted for as asset acquisitions under ASC 805-50. On November 3, 2025, the Company acquired certain unproved petroleum and natural gas lease rights located in Alberta, Canada from Capital Land Services Ltd. Total consideration consisted of CAD $150,000 in cash and CAD $150,000 in common stock, measured at the fair value of the Company’s unrestricted common shares on the acquisition date in accordance with ASC 820 and SEC Staff Accounting Bulletin Topic 5.T. The acquired mineral lease was recorded as an unproved oil and gas property and is not subject to amortization. The agreement includes a contingent 1% gross overriding royalty; because the obligation was not probable or estimable at the acquisition date, no liability was recognized under ASC 450.

On December 30, 2025, the Company acquired additional oil and gas assets in the Lloydminster, Saskatchewan heavy oil region from Novacor Exploration Ltd. for total consideration of CAD $1,000,000, payable in restricted common shares. The number of shares issued was determined using the five-day volume-weighted average price prior to closing, translated into Canadian dollars using the Bank of Canada exchange rate. In accordance with ASC 820, the equity consideration was measured at the fair value of the Company’s unrestricted common stock on the acquisition date. The acquired assets include working interests in petroleum and natural gas rights, mineral leases, wells, surface rights, and related equipment. The assets were recorded as unproved oil and gas properties and are subject to periodic impairment evaluation. The Accounting Adjustment Date of April 1, 2025 governs settlement of pre- and post-closing revenues and expenses but does not affect the acquisition date for accounting purposes. The Seller will continue to act as operator until the Buyer satisfies regulatory requirements; this arrangement represents a service contract and does not affect the recognition or measurement of the acquired assets.

In connection with the Novacor acquisition, the Company recognized an initial asset retirement obligation of approximately CAD $169,125 (USD $124,201) related to the abandonment and reclamation of the acquired wells. The ARO was measured using abandonment cost estimates included in the independent Petrotech reserve and economics report, which was prepared in accordance with COGE Handbook standards and served as an input in the valuation of the acquired petroleum assets. No changes in estimate were recorded during the three months ended January 31, 2026.

As of January 31, 2026, all Canadian properties acquired during the period were classified as unproved oil and gas properties. No impairment indicators were identified during the three months ended January 31, 2026.

NOTE 6 –RELATED PARTY TRANSACTIONS

South Salinas Project – Related Party

Trio LLC operates the South Salinas Project on behalf of the Company under a Joint Operating Agreement. Trio LLC holds a 3.8% working interest in the project, and the Company holds an 85.775% working interest. The Company provides funds to Trio LLC to conduct development and operating activities, which are recorded as Advance to Operators or Due to Operators. As of January 31, 2026, the balance of Due to Operators waszero; as of October 31, 2025, the balance was $5,668.

McCool Ranch Oil Field Asset Purchase – Related Party

On May 27, 2025, the Company terminated the McCool Ranch Oil Field leases previously acquired from Trio LLC. All capitalized costs totaling $500,614 were written off during fiscal 2025. No additional activity occurred during the three months ended January 31, 2026.

Director RSUs – June 19, 2024 Grant

On June 19, 2024, the Board approved the grant of 50,000 RSUs to a newly appointed director. At the time of grant, only 22,750 shares remained available under the Plan; accordingly,22,500 RSUs were granted immediately at a grant-date fair value of $6.00 per share, and the remaining 27,500 RSUs were granted in the following quarter at a grant-date fair value of $3.32 per share.

As of October 31, 2025, the Company had $37,793 of unrecognized compensation cost related to these awards. During the three months ended January 31, 2026, the Company recognized $28,931 of stock-based compensation expense, leaving $8,862 of unrecognized compensation cost to be recognized over the remaining vesting period.

Chief Executive Officer RSUs – July 11, 2024 Grant

On July 11, 2024, the Company entered into an employment agreement with Mr. Robin Ross, pursuant to which he was appointed Chief Executive Officer. In connection with his appointment, Mr. Ross was granted 100,000 RSUs under the Plan, measured at a grant-date fair value of $3.32 per share.

As of October 31, 2025, the Company had $88,168 of unrecognized compensation cost related to these awards.

During the three months ended January 31, 2026, the Company recognized $32,227 of stock-based compensation expense, and all remaining unrecognized compensation cost was fully recognized as of January 31, 2026.

Other Executive and Director RSUs

All other RSU awards granted to directors and executives during fiscal 2025 were fully vested and fully expensed as of October 31, 2025. No new RSU awards were granted during the three months ended January 31, 2026.

Consulting Agreement – Chief Financial Officer

The Company’s prior independent contractor agreement with its Chief Financial Officer expired on December 31, 2025. Effective January 1, 2026, the Company entered into a new independent contractor agreement under which he receives a monthly fee of $15,000 for his services, along with reimbursement of pre-approved expenses incurred in connection with such services upon presentation of reasonably acceptable invoices and receipts.

Consulting Agreement – Stanford Eschner

On August 1, 2025, the Company entered into a consulting agreement with Mr. Stanford Eschner following his resignation as Vice Chairman and director. Under the agreement, Mr. Eschner receives a monthly fee of $4,167 and a one-time grant of 15,000 shares of common stock. For the three months ended January 31, 2026, the Company recognized consulting fees of $8,334, with no unrecognized compensation cost remaining as of January 31, 2026.

Loan to Trio Canada

On April 4, 2025, the Company entered into a Loan and Note Purchase Agreement with Trio Petroleum Canada Corp, issuing athree-year promissory note in the principal amount of $1,131,000 bearing interest at 12% per annum. As of October 31, 2025, $700,665 of the loan proceeds had been utilized, and the remaining unused portion was $430,335.

During the period ended January 31, 2026, the Company paid $54,613 in cash and $104,227 in equity consideration for payment in the Capital Lands asset acquisition; the Company also issued $748,649 in equity consideration for payment in the Novacor asset acquisition. As of January 31, 2026, the outstanding principal balance of the Subsidiary Loan was $477,154.

NOTE 7 –COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, the Company may be subject to claims and legal proceedings arising in the ordinary course of business. Management currently believes that any potential liabilities arising from such matters will not have a material adverse effect on the Company’s financial position, results of operations, or cash flows. As of January 31, 2026, the Company was not involved in any material pending legal proceedings.

Unproved Property Leases

South Salinas Project

The Company holds various leases related to unproved properties in the South Salinas Project. Two leases with the same lessor remain active:

All additional South Salinas leases entered into during 2023 were abandoned during fiscal 2025 following an evaluation of economic and operational factors. No further obligations remain under the abandoned leases.

Proved Property Leases – Saskatchewan, Canada

In April 2025, the Company acquired oil and gas lease rights for four proved properties located in Saskatchewan, Canada. The leases total 320 net acres and are held by production. As of January 31, 2026, the Company remained in compliance with all lease terms. The Company made an additional lease payment of $4,100 during the three months ended January 31, 2026.

Board of Directors Compensation

Under a compensation plan approved on July 11, 2022, non-employee directors are entitled to an annual cash retainer of $50,000, plus an additional $10,000 per Board committee served. Payments are made quarterly in arrears. For the three months ended January 31, 2026 and 2025, the Company recognized director compensation expense of $75,840 and $59,167, respectively.

Agreements with Advisors

The Company previously entered into placement agent agreements with Spartan Capital Securities, LLC (“Spartan”) in connection with its IPO and subsequent private placements. Under these agreements, Spartan received cash fees and warrants to purchase common stock. All warrants issued to Spartan remain outstanding as of January 31, 2026. No new placement agent agreements were entered into, and no additional fees or warrants were incurred or issued during the three months ended January 31, 2026.

NOTE 8 –NOTES PAYABLE

As of January 31, 2026, the Company had one outstanding note payable related to the August 2025 Financing described below. All other notes disclosed in the Company’s Annual Report on Form 10-K for the year ended October 31, 2025 were fully repaid, converted, or otherwise extinguished prior to the current reporting period.

The following table summarizes notes payable as of January 31, 2026 and October 31, 2025:

August 2025 Financing

On August 15, 2025, the Company closed a private placement pursuant to which it issued three unsecured convertible promissory notes (the “Notes”) to institutional investors in an aggregate principal amount of $1,200,000. The Notes included an original issue discount of $180,000 (15%), resulting in aggregate funding of $1,020,000. After payment of placement agent fees of $71,400 and legal fee reimbursements of $20,000, the Company received net proceeds of $928,600.

The Notes mature on February 15, 2026 and may be prepaid at any time without penalty. The Notes are convertible, at the option of the investors, into shares of the Company’s common stock at a conversion price equal to the lesser of:

subject to a floor price of $0.72, which may adjust under certain circumstances but not below $0.22.

The Notes also include provisions allowing the Company to require conversion under specified trading and registration conditions, subject to beneficial ownership limitations of 4.99% (or 9.99% if elected by the investor). The maximum number of shares issuable upon conversion is 1,679,127, representing 19.99% of the Company’s outstanding common stock as of the closing date.

Between September 12 and October 23, 2025, investors converted $575,000 of principal into 606,809 shares of common stock at conversion prices between $0.93 and $1.02 per share. The fair value of the shares issued exceeded the principal amounts settled, resulting in a recognized loss on conversion of $95,931, recorded in the consolidated statement of operations.

Following these conversions, the Notes had a remaining principal balance of $625,000 and a net carrying value of $467,179 as of October 31, 2025.

Between December 2, 2025 and January 14, 2026, investors converted $435,000 of principal into 598,492 shares of common stock at conversion prices between $0.72 and $0.75 per share. The fair value of the shares issued exceeded the principal amounts settled, resulting in a recognized loss on conversion of $71,503, which was recorded in the consolidated statement of operations. During the three months ended January 31, 2026, the Company recognized $135,700 of non-cash interest expense related to the amortization of debt discounts. As of January 31, 2026, the outstanding principal balance of the Notes was $190,000, and the net carrying value was $167,879.

NOTE 9 –STOCKHOLDERS’ EQUITY

Common Shares

The Company is authorized to issue 160,000,000 shares, consisting of 150,000,000 shares of common stock and 10,000,000 shares of preferred stock, each with a par value of $0.0001 per share. As of January 31, 2026, the Company had 12,773,916 shares of common stock issued and outstanding; as of October 31, 2025, the Company had 9,047,658 shares of common stock issued and outstanding.

Consultant Issuances

On January 1, 2026, the Company issued 50,000 shares of common stock to a consultant as payment for services to be provided from January 1, 2026 through June 30, 2026. The shares were valued at $0.82 per share, resulting in total compensation of $40,950.

Because the shares were issued in advance of the service period, the Company is recognizing expense on a straight-line basis over the six-month term of the agreement. For the three months ended January 31, 2026, the Company recognized $7,014 of stock-based compensation expense, and the remaining $33,936 was recorded as prepaid consulting fees as of January 31, 2026.

Issuances to Executives and Directors

During the period ended January 31, 2026, the Company issued 1,587,500 shares of common stock to executives and directors. These shares related to awards that were granted and fully vested in the prior fiscal year, and for which all compensation expense had already been recognized as of October 31, 2025. No additional stock-based compensation expense was recorded during the three months ended January 31, 2026.

Debt Conversions

During the three months ended January 31, 2026, the Company issued 598,492 shares of common stock to investors upon conversion of principal under the August 2025 convertible promissory notes. The shares were issued at fair values between $0.72 and $0.75 per share, for a total value of $506,503.

The fair value of the shares issued exceeded the principal amounts settled, resulting in a loss on conversion of $71,503, recognized in the condensed consolidated statement of operations. See Note 10 – Subsequent Events for additional details.

Asset Acquisition Issuances

During the period ended January 31, 2026, the Company issued shares as equity consideration in connection with two asset acquisitions (see Note 5):

These amounts were capitalized as unproved oil and gas properties

At-the-Market (“ATM”) Offering Program

During the three months ended January 31, 2026, the Company sold 473,164 shares of common stock under its at-the-market offering program, generating gross proceeds of approximately $395,000. Net proceeds after commissions and offering costs totaled $382,450. See Note 10 – Subsequent Events for additional details.

Stock-based Compensation – Restricted Shares

During the three months ended January 31, 2026, the Company recognized $84,872 of stock-based compensation expense related to restricted share awards that continue to vest over their respective service periods. These awards were granted in prior fiscal periods and vest based on continued service. As of January 31, 2026, unrecognized compensation cost related to these restricted share awards totaled $41,090, which will be recognized over the remaining vesting periods.

Warrants

A summary of the warrant activity during the three months ended January 31, 2026 is presented below:

A summary of the warrant activity during the three months ended January 31, 2025 is presented below:

A summary of outstanding and exercisable warrants as of January 31, 2026 is presented below:

Stock Options

A summary of option activity during the three months ended January 31, 2026 is presented below:

A summary of option activity during the three months ended January 31, 2025 is presented below:

A summary of outstanding and exercisable options as of January 31, 2026 is presented below:

NOTE 10 –SUBSEQUENT EVENTS

At the Market Offering

Subsequent to January 31, 2026, the Company continued to issue shares of its common stock under its At Market Issuance Sales Agreement with Ladenburg Thalmann & Co. Inc. Between February 1, 2026 and March 17, 2026, the Company sold an aggregate of 18,729,291 shares of common stock at a weighted-average price of $0.99 per share, for gross proceeds of approximately $18.6 million and net proceeds of approximately $18.1 million after deducting commissions and offering expenses. These sales were made pursuant to the Company’s existing shelf registration statement on Form S-3.

The Company may continue to offer and sell additional shares under the ATM program from time to time, subject to market conditions and the terms of the sales agreement.

August 2025 Convertible Note

Subsequent to January 31, 2026, the holders of the Company’s unsecured convertible promissory notes issued in August 2025 elected to convert the remaining outstanding principal balance of the notes into shares of the Company’s common stock. Between February 1, 2026 and the date these condensed consolidated financial statements were issued, the noteholders converted an aggregate of $195,000 of principal into 430,761 shares of common stock at conversion prices ranging from $0.40 to $0.45 per share.

The fair value of the common stock issued upon conversion exceeded the carrying amount of the debt settled, resulting in a loss on conversion of approximately $14,170. In addition, the principal amounts converted exceeded the principal balance recorded as outstanding by approximately $5,000. The Company recorded this excess as a loss on extinguishment in connection with the conversion.

No other subsequent events requiring recognition or disclosure were identified through the date these condensed consolidated financial statements were issued.