Hestia Insight Inc. (0001813603) (Filer)

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 000-56249

HESTIA INSIGHT INC.

(Exact name of Registrant as specified in its charter)

732 S. 6th Street #4762

Las Vegas, NV 89101

(Address of principal executive offices) (zip code)

(516) 212-0727

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒   No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒   No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐   No ☒

Securities registered pursuant to Section 12(b) of the Act:

Securities registered under Section 12(g) of the Exchange Act:

Common Stock, par value $0.001 per share

(Title of class)

As of October 26, 2026, 27,939,260 shares of common stock, par value $0.001 per share, were issued and outstanding.

HESTIA INSIGHT INC.

FORM 10-Q

August 31, 2026

TABLE OF CONTENTS

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.

Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risks Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q and information contained in other reports that we file with the SEC. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-033.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

Unless otherwise indicated, references in this report to “we,” “us” or the “Company” refer to Hestia Insight Inc. and its subsidiaries.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

HESTIA INSIGHT INC.

CONDENSED BALANCE SHEETS

(Unaudited)

The accompanying notes are an integral part of these unaudited Condensed financial statements.

HESTIA INSIGHT INC.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

The accompanying notes are an integral part of these unaudited Condensed financial statements.

HESTIA INSIGHT INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

For the Nine months ended August 31, 2026 and August 31, 2025 (Unaudited)

The accompanying notes are an integral part of these unaudited Condensed financial statements.

HESTIA INSIGHT INC.

CONDENSED STATEMENTS OF CASH FLOWS

For the Nine months ended (Unaudited)

The accompanying notes are an integral part of these unaudited Condensed financial statements.

HESTIA INSIGHT INC. AND SUBSIDIARIES

NOTES TO UNAUDITED FINANCIAL STATEMENTS

August 31, 2026

Note 1 – Organization and basis of accounting

Nature of Organization

Hestia Insight Inc. (“Hestia” or the “Company”) was incorporated in the State of Nevada on November 19, 2003, and was formerly known as Luxshmi Investments, Inc. until it changed its name on March 27, 2019. Hestia Insight Inc is an AI-powered capital markets advisory and business consulting firm specializing in comprehensive fundraising solutions for emerging growth companies. Through our proprietary artificial intelligence platform, we guide startups, small businesses, and growth-stage companies through the complete fundraising lifecycle - from pre-raise strategy and asset building to investor outreach and ongoing investor relations.

Our AI Enhanced Fundraising Services encompass four core areas: pre-raise strategy development including MVP creation and IP protection; comprehensive market research and financial modelling; investor materials preparation including pitch decks and due diligence support; and end-to-end investor outreach and relations management. We also provide fractional C-suite services, including Chief Strategy Officer and Chief Financial Officer support, to ensure our clients are transaction-ready and positioned for sustainable growth.

With a focus on transparency, expertise, and cutting-edge AI technology, Hestia Insight is committed to helping clients navigate the complexities of capital raising in today’s competitive marketplace.. On July 31, 2026, the Company disposed of its subsidiary Hestia Investments Inc. (Note 10), and HSTA Health Inc. was dissolved upon board approval on January 22,2026. The Company currently has no operating subsidiaries and is considering other sustainable arrangement for the near future.

Basis of Presentation

The accompanying condensed financial statements include the accounts of Hestia Insight Inc. and its subsidiaries, including Hestia Investments Inc. through July 31, 2026, the date it was deconsolidated. In these notes, the terms “us,” “we” or “our” refer to Hestia Insight Inc.

The accompanying financial statements are prepared on the basis of accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company is a devoting substantial efforts to establishing its new business, financial planning, raising capital, and research into investments and services which may become part of the Company’s investment and services portfolios. The Company has not realized significant revenues from inception through the date of these financial statements.

Presented as a Going Concern

The financial statements have been prepared assuming the Company will continue as a going concern. On July 31, 2026, the Company disposed of Hestia Investments Inc., its only operating subsidiary (Note 10), and it currently has no revenue-generating operations. At August 31, 2026, the Company had cash of $3,852, liabilities of $343,703 and an accumulated deficit of $1,499,005. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued.

Management plans to fund operations through advances from its Chairman, equity financing and a potential merger or acquisition. There is no assurance these plans will succeed. The financial statements do not include any adjustments that might result from this uncertainty. 

Note 2 – Summary of significant accounting policies

Cash and Cash Equivalents

For purposes of reporting within the balance sheets and the statements of cash flows, the Company considers all cash on hand, cash accounts not subject to withdrawal restrictions or penalties, cash on deposit in attorney trust accounts, and all highly liquid debt instruments purchased with a maturity of three months or less to be cash and cash equivalents.

Prepaid Expenses

The Company records amounts which have been paid in advance of receiving future economic benefits anticipated by the payment as prepaid expenses. Prepaid expenses are recorded as assets and expensed over the period that the benefits are received from the payment.

Investments in Equities

ASC Topic 820, Fair Value Measurements and Disclosures (“ASC Topic 820”) provides a framework for measuring fair value in accordance with generally accepted accounting principles.

ASC Topic 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC Topic 820 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs).

The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC Topic 820 are described as follows:

For those investments in equities, including equity securities and partnership interests, that have a “readily determinable fair value,” as defined in ASC Topic 321 and discussed below, or are traded in a verifiable public market and are not restricted for sale in the public market by a restricted stock legend, or can otherwise be reasonably valued using the three levels of the fair value hierarchy under ASC Topic 820 discussed above, we present and carry our investments at their estimate of fair value at net asset value (NAV) as of the balance sheet date. For these equity securities and partnership interests we include the realized and unrealized gains and losses arising from the changes in the fair values during the period as a component of investment gains in the Condensed statements of operations.

For those investments in equities, including equity securities and partnership interests, that do not have a “readily determinable fair value,” or are not traded in a verifiable public market or are restricted for sale in the public market by a restricted stock legend or otherwise, we present and carry our investments using the measurement alternative which is cost minus impairment, if any, plus or minus changes resulting from observable price changes in “orderly transactions,” as defined in ASC 321, for the identical or a similar investment of the same issuer.

Income Taxes

The Company accounts for income taxes pursuant to FASB ASC Topic 740, Income Taxes. Under FASB ASC Topic 740, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry-forward period under the federal tax laws.

Changes in circumstances, including the Company generating significant taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

Estimates

The financial statements are prepared on the basis of accounting principles generally accepted in the United States of America, also referred to as U.S. GAAP. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the balance sheets and the income and expenses for the periods ended as stated in the statements of operations.

Revenue Recognition

We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or products have been sold, the purchase price is fixed or determinable and collectability is reasonably assured.

We provide medical related consulting services to our clients. We are paid fees for our services by our clients under written consulting agreements. Each contract calls for a fixed payment in a fixed period of time. We recognize revenue by providing medical related consulting services under written service contracts with our customers. Revenue related to our service offerings is recognized as the services are performed and amounts are earned, using the straight-line method over the term of the related services agreement. Prepayments, if any, received from customers prior to the services being performed are recorded as advance from customers. In these cases, when the services are performed, the amount recorded as advance from customers is recognized as revenue.

Stock-Based Compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment topic of Accounting Standards Codification (“ASC”) 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award. The Accounting Standards Codification also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the period of services or the vesting period, whichever is applicable. Until the measurement date is reached, the total amount of compensation expense remains uncertain. We record compensation expenses based on the fair value of the award at the reporting date. The awards to consultants and other third parties are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date.

Segment Reporting

Through July 31, 2026, the Company operated in one reportable segment, consulting and investment services conducted through Hestia Investments, which is now presented as discontinued operations (Note 10). Following the disposal, the Company has no revenue-generating operations. The Chief Executive Officer, as chief operating decision maker, reviews the Company's results as a single segment using net loss and the operating expenses presented in the statements of operations. 

Subsequent Events

The Company evaluates events that occur after the period end date through the date the financial statements are available to be issued. Accordingly, management has evaluated subsequent events through the date these financial statements are issued and has determined that no subsequent events require disclosure in these financial statements.

Adoption of Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that management of the Company believes may impact its financial statements. Management does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Recent Accounting Pronouncements

ASU 2023-07, Improvements to Reportable Segment Disclosures, was adopted for the year ended November 30, 2025 and had no material effect.

ASU 2023-09, Improvements to Income Tax Disclosures, is effective for the Company’s annual period ending November 30, 2026. ASU 2024-03, Expense Disaggregation Disclosures, is effective for the annual period beginning December 1, 2027. The Company does not expect either to have a material effect on its financial statements.

Management does not believe any other recently issued accounting pronouncements will have a material effect on the financial statements.

Note 3 – Income Taxes

The Tax Cuts and Jobs Act (the “2017 Tax Act”) was enacted on December 22, 2017. The 2017 Tax Act includes a number of changes to existing U.S. income tax laws that affect the Company, most notably a reduction of the top U.S. corporate income tax rate from 35% to 21% for tax years beginning after December 31, 2017. The 2017 Tax Act also provides for the acceleration of depreciation for certain assets placed in service after September 27, 2017, as well as changes beginning in 2018, including additional limitations on the deductibility of executive compensation and interest.

On May 16, 2019, the Company entered into a share exchange agreement which resulted in Hestia Investments, Inc. becoming a wholly owned subsidiary of the Company and the former shareholders Hestia Investments Inc becoming the new majority shareholders of the Company. Prior to this date the Company and Hestia Investments, Inc., have been taxed as separate C-Corporations for federal income tax purposes.

The provision (benefit) for income taxes for nine months ended August 31, 2026, consists of the following:

The Company, and its subsidiaries have net deferred tax assets resulting from net operating loss (“NOL”) carry forwards. These NOL carry forwards are subject to limitations on their use and availability. Under the 2017 Tax Act, NOL carry forwards can offset only 80% of taxable income in any given tax year and are significantly or completely reduced whenever there is a substantial change in the ownership of the Corporation.

The Company files income tax returns in the U.S. federal jurisdiction and, if necessary, in various state and local jurisdictions. All tax years from 2022 to 2025 are subject to examination.

Note 4 – Related Party Transactions

On January 15, 2024, the Company entered into a $50,000 note payable to ECL Capital Partners Corp, a related party owned by the CEO, Mr. Edward Lee. The loan was to be repaid in full on January 15, 2025, with interest payable on the unpaid principal at the rate of 6.00 percent per annum. The loan was previously extended to January 15, 2026 but remains outstanding as of August 31, 2026.

During the last year in May, 2024 an additional loan of $3,931 from Mr. Edward C. Lee was received as a short-term loan, bearing no interest.

On August 25, 2024, the Company entered into a $25,000 note payable to ECL Capital Partners Corp, a related party. The loan is to be repaid in full on August 24, 2025, with interest payable on the unpaid principal at the rate of 6.00 percent per annum.

On February 17, 2025, the Company entered into a $25,000 note payable to Mr. Edward Lee, a related party. The loan is to be repaid in full on February 17, 2026, with interest payable on the unpaid principal at the rate of 6.00 percent per annum.

On March 17, 2025, the Company entered into a $25,000 note payable to Mr. Edward Lee, a related party. The loan is to be repaid in full on March 17, 2026, with interest payable on the unpaid principal at the rate of 6.00 percent per annum.

On June 30, 2025, the Company entered into a $10,000 note payable to Mr. Edward Lee, a related party. The loan is to be repaid in full on June 30, 2026, with interest payable on the unpaid principal at the rate of 6.00 percent per annum.

 
On July 31, 2025, the Company entered into a $12,500 note payable to Mr. Edward Lee, a related party. The loan is to be repaid in full on July 31, 2026, with interest payable on the unpaid principal at the rate of 6.00 percent per annum.

On October 17, 2025, the Company entered into a $12,500 note payable to Mr. Edward Lee, a related party. The loan is to be repaid in full on October 17, 2026, with interest payable on the unpaid principal at the rate of 6.00 percent per annum.

On November 24, 2025, the Company entered into a $10,000 note payable to Mr. Edward Lee, a related party. The loan is to be repaid in full on November 24, 2026, with interest payable on the unpaid principal at the rate of 6.00 percent per annum.

On December 17, 2025, the Company entered into a $10,000 note payable to Mr. Edward Lee, a related party. The loan is to be repaid in full on December 17, 2026, with interest payable on the unpaid principal at the rate of 6.00 percent per annum.

On January 03, 2026, the Company entered into a $10,000 note payable to Mr. Edward Lee, a related party. The loan is to be repaid in full on January 03, 2027, with interest payable on the unpaid principal at the rate of 6.00 percent per annum.

On February 26, 2026, the Company entered into a $5,000 note payable to Mr. Edward Lee, a related party. The loan is to be repaid in full on February 26, 2027, with interest payable on the unpaid principal at the rate of 6.00 percent per annum.

On March 13, 2026, the Company entered into a $2,500 note payable to Mr. Edward Lee, a related party. The loan is to be repaid in full on March 26, 2027, with interest payable on the unpaid principal at the rate of 6.00 percent per annum.

On March 16, 2026, the Company entered into a $7,500 note payable to Mr. Edward Lee, a related party. The loan is to be repaid in full on March 26, 2027, with interest payable on the unpaid principal at the rate of 6.00 percent per annum.

On May 18, 2026, the Company entered into a $7,500 note payable to Mr. Edward Lee, a related party. The loan is to be repaid in full on May 26, 2027, with interest payable on the unpaid principal at the rate of 6.00 percent per annum.

On May 31, 2026, the Company entered into a $16,670 Short term payable to Mr. Edward Lee, a related party.

On July 16, 2026, the Company entered into a $7,500 note payable to Mr. Edward Lee, a related party. The loan is to be repaid in full on July 26, 2027, with interest payable on the unpaid principal at the rate of 6.00 percent per annum.

As of August 31, 2026 and November 30, 2025, related party loans payable totaled $223,931 and $173,931, respectively (ECL Capital Partners Corp $75,000 and $75,000; Mr. Edward Lee $148,931 and $98,931). In addition, the Company owed Mr. Lee a short-term loan of $16,670 and $0, respectively. Total accrued interest on related party loans was $19,508 and $10,426 as of August 31, 2026 and November 30, 2025, respectively.

As of July 31, 2026, Company owes $500,000 in officer payable to Mr. Edward Lee, Chief Executive Officer. Pursuant to Board resolution dated April 20, 2026, the Board of Directors formally approved and recognized compensation of $500,000 owed to the Chairman and CEO for services rendered over the preceding six years, during which no salary or benefits had been paid. On July 31, 2026, this liability was settled through the transfer of Hestia Investments Inc. to Mr. Lee (Note 11). No officer payable was outstanding at August 31, 2026.

Note 5 –Notes payable

On August 15, 2025, the Company issued a note payable of $17,500 to Mr. Li Xiao. The note bears interest at 6% per annum and matured on August 15, 2026. As of August 31, 2026 and November 30, 2025, the outstanding balance was $17,500, and accrued interest was $1,096 and $308 respectively.

Note 6 – Notes and Lines of Credit Receivable

During the nine months ended August 31, 2026, and the year ended November 30, 2025, the Company had no notes or lines of credit receivable.

Note 7 – Common Stock

During the nine months ended August 31, 2026, and the year ended November 30, 2025, the Company issued no common stock.

Note 8 – Preferred Stock

The Company is authorized to issue up to 10,000,000 shares of preferred stock, par value $.00001 per share (the “Preferred Stock”). As of August 31, 2026, and November 30, 2025, no shares of Preferred Stock were issued and outstanding.

Note 9 – Options to Acquire Common Stock

On December 15, 2022, the Company issued Dr. T.Z. (Ted) Chuang, Advisory Board member, a stock option to acquire an aggregate of 10,000 shares of the common stock of the Company, exercisable for five (5) years at an exercise price of $0.50 per share, subject to vesting. The option vests in equal amounts over a period of one (1) year at the rate of two thousand five hundred (2,500) shares per fiscal quarter at the end of such quarter, commencing in the quarter in which the optionee enters into the grant agreement, and pro-rated for the number of days the optionee serves on the Board of Advisors during the fiscal quarter.

On June 25, 2024, the Company issued Edward Lee, Chairman, a stock option to acquire an aggregate of 1,000,000 shares of the common stock of the Company, exercisable for five (5) years at an exercise price of $0.20 per share, subject to vesting. The option vests in equal amounts over a period of one (1) year at the rate of 250,000 shares per fiscal quarter at the end of such quarter, commencing in June 2024, and pro-rated for the number of days the optionee serves on the Board during the fiscal quarter.

On June 25, 2024, the Company issued Eugene Cha, Director, a stock option to acquire an aggregate of 500,000 shares of the common stock of the Company, exercisable for five (5) years at an exercise price of $0.20 per share, subject to vesting. The option vests in equal amounts over a period of one (1) year at the rate of 125,000 shares per fiscal quarter at the end of such quarter, commencing in June 2024, and pro-rated for the number of days the optionee serves on the Board during the fiscal quarter.

The Company estimated the fair value of stock options it granted to utilizing the Black-Scholes option-pricing model. The volatility component of the calculation is based on the historic volatility of the Company’s stock. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behaviour. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The stock price is considered based on the closing price of the Company’s common stock as of the grant date.

The Company recognizes compensation costs for those shares expected to vest on a straight-line basis over the requisite service period of the awards. During the nine months ended August 31, 2026 and 2025, the Company recognized $-0- and $120,000 in stock based compensation related to the vesting of issued stock options.

Determining the assumptions for the expected term and volatility requires management to exercise significant judgment. The expected term represents the weighted-average period that options granted are expected to be outstanding giving consideration to vesting schedules. Since the Company does not have an extended history of actual exercises, the Company has estimated the expected term using a simplified method which calculates the expected term as the average of the time-to-vesting and the contractual life of the awards. Given the limited public market for the Company’s stock, the Company has elected to estimate its expected volatility by benchmarking its volatility to that of several public company issuers that operate within its market segment. The guideline companies’ volatility was increased by a size adjustment premium to compensate for the difference in size between the guideline companies and the Company in its calculation.

Black-Scholes option-pricing model. The Company recognizes the expense related to stock options it has provided individuals to acquire its common stock over the requisite service period (usually the vesting period of one year), utilizing the Black-Scholes option-pricing model. The volatility component of the calculation is based on the historic volatility of the Company’s stock, or the expected future volatility and it is assumed to be 1592.16%. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behaviour. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve for two years in effect at the time of grant and is considered to be 4.45% and the stock price is considered to be $0.16 per share, the closing stock price as of June 25, 2024.

Note 10 – Subsequent Events

Management has evaluated subsequent events through the date these financial statements were issued and determined that no subsequent events require disclosure.

Note 11 – Discontinued Operations

On April 25, 2026, the Company entered into a Strategic Divestiture & Settlement Agreement with Edward C. Lee, the Company’s Chairman and President. The agreement was amended on June 26, 2026 and July 15, 2026. Under the agreement, the Company transferred all of the outstanding shares of its wholly owned subsidiary, Hestia Investments Inc. (“Hestia Investments”), to Mr. Lee. Hestia Investments’ bank accounts, brokerage accounts and equity investments went with it. In return, Mr. Lee released the Company from $500,000 of accrued compensation, which the Board of Directors approved on April 20, 2026 for his services from 2020 through 2026 (see Note 4). The transaction was approved by written consent of the majority stockholders. An Information Statement on Schedule 14C was mailed to stockholders on June 24, 2026. The transfer was completed at the close of business on July 31, 2026, and Hestia Investments was deconsolidated on that date.

Hestia Investments carried out all of the Company’s consulting and investment activities. Management concluded that its disposal is a strategic shift with a major effect on the Company’s operations and financial results. Its results are therefore reported as discontinued operations. The results of Hestia Investments are included through July 31, 2026.

Because Mr. Lee is a related party, the Company accounted for the disposal as a capital transaction. On July 31, 2026, the carrying amount of Hestia Investments’ net assets was $515,498: cash of $10,549 and equity investments at fair value of $504,949. That exceeded the $500,000 of accrued compensation settled by $15,498. The difference was charged to additional paid-in capital, and no gain or loss on the disposal was recorded in the statement of operations.

The results of discontinued operations were as follows:

At November 30, 2025, the assets of discontinued operations consisted of cash of $28,871 and investments in equity securities of $366,260. There were no assets or liabilities of discontinued operations at August 31, 2026.

Cash flows of discontinued operations included in the condensed statements of cash flows were as follows..

Discontinued operations had no depreciation or capital expenditures during the nine months ended August 31, 2026 and 2025. Cash and cash equivalents of $10,549 held by Hestia Investments were removed from the Company’s balance sheet on deconsolidation as of July 31, 2026. The settlement of $500,000 of accrued compensation in exchange for Hestia Investments was a non-cash transaction.

Under the agreement, Hestia Investments will pay the Company 20% of its annual net earnings for the two years following the closing. The Company will distribute any amounts it receives to stockholders of record as of April 30, 2026. Because these payments are uncertain and will be passed through to stockholders, no asset has been recorded. Any amounts will be recognized when received. The Company has no other continuing involvement with Hestia Investments as of August 31, 2026, no payment has been made in this regard, as the participation is determined annually and the Company did not generate net earnings.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the results of operations and financial condition of Hestia Insight Inc. for the nine months ended August 31, 2026, and August 31, 2025, should be read in conjunction with the Hestia Insight Inc. unaudited Condensed financial statements and the notes thereto contained elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under the Risk Factors, Special Note Regarding Forward-Looking Statements and Business sections in our Form 10-K as filed with the Securities and Exchange Commission on March 02, 2026. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements.

Unless otherwise indicated, references to the “Company,” “us” or “we” refer to Hestia Insight Inc. and its subsidiaries.

Overview

Hestia Insight Inc. (“Hestia”, “Hestia Insight”, or the “Company”) was incorporated in the State of Nevada on November 19, 2003, under the name Luxshmi Investments, Inc. (“Luxshmi Investments”), until the Company changed its name to Hestia Insight Inc. on March 27, 2019. On March 12, 2019, the Company filed a Certificate of Amendment to its Articles of Incorporation authorizing 300,000,000 shares of capital stock, comprised of 290,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) and 10,000,000 shares of preferred stock, par value $0.00001 per share (the “Preferred Stock”). On March 27, 2019, the Company filed a Certificate of Amendment to its Articles of Incorporation (i) effecting a name change from Luxshmi Investments, Inc. to Hestia Insight Inc., and (ii) effecting a 50-to-1 reverse stock split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). The Reverse Stock Split did not impact the Company’s authorized shares of Common Stock or Preferred Stock, or its par value. On May 16, 2019, the Company entered into a Share Exchange Agreement with Hestia Investments Inc., a Wyoming corporation (“Hestia Investments”), to exchange, on a 1-for-1 basis, 27,614,200 shares of the Company’s Common Stock in exchange for 27,614,200 shares of Hestia Investments which were owned by 100% of the then-shareholders of Hestia Investments (the “Share Exchange Transaction”). As a result of the Share Exchange Transaction, Hestia Investments became a wholly owned subsidiary of the Company.

Our Markets and Services

Hestia Insight Inc. is an AI-powered capital markets advisory and business consulting firm specializing in comprehensive fundraising solutions for emerging growth companies. Through our proprietary artificial intelligence platform, we guide startups, small businesses, and growth-stage companies through the complete fundraising lifecycle - from pre-raise strategy and asset building to investor outreach and ongoing investor relations.

Our AI Enhanced Fundraising Services encompass four core areas: pre-raise strategy development including MVP creation and IP protection; comprehensive market research and financial modelling; investor materials preparation including pitch decks and due diligence support; and end-to-end investor outreach and relations management. We also provide fractional C-suite services, including Chief Strategy Officer and Chief Financial Officer support, to ensure our clients are transaction-ready and positioned for sustainable growth.

With a focus on transparency, expertise, and cutting-edge AI technology, Hestia Insight is committed to helping clients navigate the complexities of capital raising in today’s competitive marketplace. and HSTA Health Inc. was dissolved upon board approval on January 22,2026. The Company currently has no operating subsidiaries and is considering other sustainable arrangement for the near future.

Hestia Insight is positioned to make strategic acquisitions of emerging growth companies with unique sciences and technologies and actively seeks licensing opportunities for exceptional products that complement our AI-powered service offerings. Through acquisition, licensing, joint ventures, and direct investment, we continue to build a comprehensive ecosystem of business development and capital markets solutions. For more information about Hestia Insight, please visit the Company’s website: www.hestiainsight.com.

Sales and Marketing

We seek to develop new business through relationships driven by our senior management, which have extensive contacts throughout the healthcare system. Our senior management is seeking opportunities for joint ventures, strategic relationships and acquisitions in the healthcare and biotech sectors.

Business Model

Hestia Insight Inc. (“Hestia Insight” and the “Company”) is an AI-powered capital markets advisory and business consulting firm specializing in comprehensive fundraising solutions for emerging growth companies. Through our proprietary artificial intelligence platform, we guide startups, small businesses, and growth-stage companies through the complete fundraising lifecycle - from pre-raise strategy and asset building to investor outreach and ongoing investor relations.

Competitive Advantages

The Company focuses on small and micro-cap companies in the healthcare and biotech sectors with limited access to growth capital. We provide specialized consulting services to assist companies with their operations in the public markets. Our management team is experienced in risk management and exit planning. The Company’s competitive advantages include a global business network of healthcare, investment and financial professionals who are integrated into the technology licensing and commercialization departments of universities and institutions. Through our offered services and access to investment, we intend to accelerate the development and commercialization of the healthcare businesses that we engage with.

Intellectual Property

The Company owns no patents. We have not applied for or received patent protection in the US or any other country, and, as a result, there is a distinct risk that we will not be able to adequately protect our intellectual property rights in these countries. We own and control a variety of trade secrets, confidential information, trademarks, and other intellectual property rights that, in the aggregate, are of material importance to our business. We consider our trademarks, service marks, and other intellectual property to be proprietary, and rely on a combination of copyright, trademark, trade secret, non-disclosure, and contractual safeguards to protect our intellectual property rights.

Competition

In our current consulting business, we compete with a number of advisory firms offering similar service including consulting and strategy firms; market research, data, benchmarking, and forecasting providers; technology vendors and services firms; health care information technology firms; technology advisory firms; outsourcing firms; and specialized providers of advisory services. Other organizations, such as state and national trade associations, group purchasing organizations, non-profit think-tanks, and database companies, also may offer research, consulting, tools, and advisory services to health care organizations.

We believe that the principal competitive factors in our market include quality and timeliness of our services, strength and depth of relationships with our clients, ability to meet the changing needs of current and prospective clients, measurable returns on customer investment, and service and affordability.

As our business develops and we expand through joint ventures, acquisitions and strategic partnerships in the U.S., we will have competition with other direct service providers, emerging technologies and medical communication platforms. The Company will seek to maintain a competitive advantage through intellectual property, superior quality management and cutting-edge technology.

Government Regulation

The health care industry in the U.S. is highly regulated and subject to changing political, legislative, regulatory, and other influences. Further, the healthcare industry is currently undergoing rapid change. We are uncertain how, when or in what context these new changes will be adopted or implemented. These new regulations could create unexpected liabilities for us, could cause us or our members to incur additional costs and could restrict our or our clients’ operations. Many of the laws are complex and their application to us, our clients, or the specific services and relationships we have are not always clear. Our failure to anticipate accurately the application of these laws and regulations, or our other failure to comply, could create liability for us, result in adverse publicity, and otherwise negatively affect our business.

Employees

The Company has three employees. We otherwise rely on the services of independent contractors.

Our Offices

Our principal executive office is located at 732 S. 6th Street #4762 Las Vegas, NV 89101.

Our Website

www.HestiaInsight.com

Legal Proceedings

From time to time, we are subject to ordinary routine litigation incidental to our normal business operations. We are not currently a party to, and our property is not subject to, any material legal proceedings.

Reports to Security Holders

We intend to furnish our shareholders annual reports containing financial statements audited by our independent registered public accounting firm and to make available quarterly reports containing unaudited financial statements for each of the first three quarters of each year. We file Quarterly Reports on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K with the SEC in order to meet our timely and continuous disclosure requirements. We may also file additional documents with the SEC if they become necessary in the course of our company’s operations.

Going Concern

 
Our financial statements have been prepared assuming the Company will continue as a going concern. On July 31, 2026, the Company disposed of Hestia Investments Inc., its only operating subsidiary (Note 10), and it currently has no revenue-generating operations. At August 31, 2026, the Company had cash of $3,852, liabilities of $343,703 and an accumulated deficit of $1,499,005. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The report of our independent registered public accounting firm on our financial statements for the year ended November 30, 2025 also contained an explanatory paragraph regarding our ability to continue as a going concern.

Management plans to fund operations through advances from its Chairman, equity financing and a potential merger or acquisition. There is no assurance these plans will succeed, and if they do not, investors could lose their entire investment in the Company. The financial statements do not include any adjustments that might result from this uncertainty.

Our ability to continue as a going concern is dependent upon our ability to carry out our business plan, achieve profitable operations, obtain additional working capital funds from our significant shareholders, and or through debt and equity financing. However, there can be no assurance that any additional financing will be available to us on satisfactory terms and conditions, if any.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our Condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these Condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, recovery of long-lived assets, income taxes and the valuation of equity transactions.

We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the Condensed financial statements.

Revenue Recognition

We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or products have been sold, the purchase price is fixed or determinable and collectability is reasonably assured.

We provide medical related consulting services to our clients. We are paid fees for our services by our clients under written consulting agreements. Each contract calls for a fixed payment for a fixed period of time. We recognize revenue by providing medical related consulting services under written service contracts with our customers. Revenue related to our service offerings is recognized as the services are performed and amounts are earned, using the straight-line method over the term of the related services agreement. Prepayments, if any, received from customers prior to the services being performed are recorded as advance from customers. In these cases, when the services are performed, the amount recorded as advance from customers is recognized as revenue.

Income Taxes

We are governed by the income tax laws of the United States. Income taxes are accounted for pursuant to ASC 740 “Accounting for Income Taxes,” which is an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements or tax returns. The charge for taxes is based on the results for the period as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences, and deferred tax assets are recognized to the extent that it is probably that taxable profit will be available against which deductible temporary differences can be utilized.

Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized, or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is changed to equity. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority, and we intend to settle its current tax assets and liabilities on a net basis.

Stock-based Compensation

Stock-based compensation is accounted for based on the requirements of the Share-Based Payment topic of Accounting Standards Codification (“ASC”) 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award. The Accounting Standards Codification also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

Pursuant to ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the period of services or the vesting period, whichever is applicable. Until the measurement date is reached, the total amount of compensation expense remains uncertain. We record compensation expenses based on the fair value of the award at the reporting date. The awards to consultants and other third parties are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which the Company adopted for the fiscal year ended November 30, 2025. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, effective for the Company’s annual period ending November 30, 2026. In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, as clarified by ASU 2025-01, effective for the Company’s annual period beginning December 1, 2027. The Company is evaluating the impact of these standards on its disclosures and does not expect a material effect on its financial statements. Other recently issued accounting pronouncements are not expected to have a material impact on the Company’s financial statements.

RESULTS OF OPERATIONS FROM CONTINUING OPERATIONS

Comparison of Results of Operations for the nine months ended August 31, 2026, and August 31, 2025

Revenue

For the Nine months ended August 31, 2026, total revenues is $0. For the nine months ended August 31, 2025, revenue was $0, all of which consisted of consulting revenue.

Operating Expenses

For the Nine months ended August 31, 2026 operating expenses were $534,461 representing an increase of $335,907 over the operating expenses of $198,554 for the Nine months ended August, 2025. This increase in operating expenses was mainly driven by an increase in 500,000 officer compensation for services from 2020 to 2026.

For the Nine months ended August 31, 2026, and August, 2025, operating expenses consisted of the following:

Operating Loss

As a result of the foregoing, for the nine months ended August 31, 2026, Operating Loss amounted to $ 534,461 as compared to Loss from operations of $(198,554) for the nine months ended August 31, 2025.

Other Income (Expense)

For the nine months ended August 31, 2026 and August 31, 2025, respectively, Company had loss of $0 & $20,277 on sale of Capital Asset respectively.

The Company had $10,287 interest expense for the nine months ended August 31, 2026 and $6,648 interest expense for the nine months ended August 31, 2025.

Income Taxes

We did not have any income tax expense for the nine months ended August 31, 2026 and August 31, 2025, since we did not have any taxable income in the periods which was not reduced by prior net operating loss carry forwards or reduced by the exclusion of any unrealized gains/(losses) on equity investments, which are excluded from our taxable income until they become realized gains/(losses) on equity investments.

Net Income (Loss)

The net loss for the nine months ended August 31, 2026 was $441,239, consisting of a loss from continuing operations of $544,748, partly offset by income from discontinued operations of $103,509. The net loss for the nine months ended August 31, 2025 was $934,426, consisting of a loss from continuing operations of $225,479 and a loss from discontinued operations of $708,947. The increase in the loss from continuing operations was mainly due to the $500,000 accrued officer compensation in 2026. The change in discontinued operations was mainly due to an unrealized gain on equity investments of $138,689 in 2026, compared with an unrealized loss of $711,921 in 2025.

Liquidity and Capital Resources

Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. On August 31,2026, and November 30, 2025, we had cash and cash equivalent balances of $3,852 and $28,871, respectively. These funds are kept in financial institutions located in United States. We had total liabilities of $343,703 on August 31, 2026, of which $85,602 for accounts payable and accrued liabilities and $ 223,931 for related party loans payable, $17,500 for a note payable and $16,670 for a short-term loans from shareholders and a Federal Income taxes payable $0. We had total liabilities of $278,245 on November 30, 2025, of which $86,814 is for accounts payable and accrued liabilities and $173,931 for related party loans payable, $17,500 for a note payable.

As of August 31, 2026, and November 30, 2025, the Company had accumulated (deficits) of $(1,499,005) and $(1,057,766), respectively.
 

We currently have no agreements and arrangements with any person to obtain funds through bank loans, lines of credit or any other sources. Since the Company has no such arrangements or plans currently in effect, its inability to raise funds for the above purposes will have a severe negative impact on its ability to remain a viable company.

Cash flows from Operating Activities

Operating activities from continuing operations used $45,960 in cash during the nine months ended August 31, 2026, compared with $30,911 during the nine months ended August 31, 2025. The increase in cash used was mainly due to the higher loss from continuing operations. This was largely offset by $500,000 of officer compensation being accrued rather than paid.

Cash flows from Investing Activities

For the nine months ended August 31, 2026, there were no investing activities from continuing operations. For the nine months ended August 31, 2025, investing activities from continuing operations provided $1,500 from the sale of fixed assets.

Cash flows from Financing Activities

For the nine months ended August 31, 2026, the Company received $66,670 in proceeds provided by a related party loan. For the nine months ended August 31 2025, the Company received $ 94,913 in proceeds provided by a related party loan. 

Our capital requirements for the next twelve months primarily relate to cash to pay salaries, consulting fees and fees related to third parties’ professional services. All funds received have been primarily expended in the furtherance of growing the business. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:

We will need to raise additional funds, particularly if we are unable to generate positive cash flow as a result of our operations. We estimate that based on current plans and assumptions, that our available cash will be insufficient to satisfy our cash requirements under our present operating expectations. Other than working capital, advances received from related parties and funds received pursuant to securities purchase agreements, we presently have no other significant alternative sources of working capital. We have used these funds to fund our operating expenses, pay our obligations and grow our company. We will need to raise significant additional capital to fund our operations and to provide working capital for our ongoing operations and obligations. Therefore, our future operation is dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will be required to cease our operations. To date, we have not considered this alternative, nor do we view it as a likely occurrence.

Contractual Obligations and Off-Balance Sheet Arrangements

Contractual Obligations

We presently do not have any contractual obligations.

Off-balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Since inception, our principal sources of operating funds have been proceeds from equity financing including the sale of our Common Stock to initial investors known to management and principal shareholders of the Company. We do not expect that our current cash on hand will fund our existing operations. We will need to raise additional capital in order to execute our business plan and growth goals for at least the next twelve-month period thereafter. If the Company is unable to raise sufficient additional funds, it will have to execute a slower than planned growth path, reduce overhead and scale back its business plan until sufficient additional capital is raised to support further operational expansion and growth. There can be no assurance that such a plan will be successful.

Inflation

The effect of inflation on our revenue and operating results was not significant.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that material information required to be disclosed in our periodic reports filed under the Securities Exchange Act of 1934, as amended, or 1934 Act, is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer as appropriate, to allow timely decisions regarding required disclosure. We carried out an evaluation, under the supervision and with the participation of our management, including the principal executive officer and the principal financial officer (principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) under the 1934 Act, as of the end of the period covered by this report. Based on this evaluation, because of the Company’s limited resources and limited number of employees, management concluded that our disclosure controls and procedures were ineffective as of May 31,2026.

Changes in Internal Controls over Financial Reporting

There were no changes (including corrective actions with regard to material weakness) in our internal controls over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, the Company may become involved in legal proceedings or be subject to claims arising in the ordinary course of its business. The Company is not presently a party to any legal proceedings that, if determined adversely to it, would individually or taken together have a material adverse effect on its business, operating results, financial condition, or cash flows. Regardless of the outcome, litigation can have an adverse impact on the Company because of defence and settlement costs, diversion of management resources and other factors.

ITEM 1A. RISK FACTORS

Our business, financial condition, results of operations, and cash flows may be impacted by a number of factors, many of which are beyond our control, including those set forth in our most recent Annual Report on Form 10-K for the year ended November 30, 2025, the occurrence of any one of which could have a material adverse effect on our actual results. There have been no material changes to the Risk Factors previously disclosed in our Annual Report on Form 10-K for the year ended November 30, 2025.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the period ended August 31, 2026.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

During the quarter ended August 31, 2026, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.