StimCell Energetics Inc. 发布 2026 年第三季度财务报告

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒  QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE

ACT OF 1934

For the quarterly period ended August 31, 2026

or

☐  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

Commission File Number: 000-54500

StimCell Energetics Inc.

(Exact name of registrant as specified in its charter)

(844) 238-2692

(Registrant’s telephone number, including area code)

n/a

(Former name, former address and former fiscal year, if changed since last report)

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

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 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 such files).  Yes ☒  No ☐

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

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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 ☒

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of October 14, 2026, the number of shares outstanding of the issuer’s common stock, par value $0.001 per share, was 21,141,272.

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CONTENTS

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The accompanying unaudited condensed consolidated financial statements of StimCell Energetics Inc. as at August 31, 2026, have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America and in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ deficit in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.

Operating results for the three months ended August 31, 2026, are not necessarily indicative of the results that can be expected for the year ending May 31, 2027.

As used in this Quarterly Report, the terms “we,” “us,” “our,” “StimCell,” “StimCell Energetics,” and the “Company” mean StimCell Energetics Inc. and its subsidiary, Cell MedX (Canada) Corp., unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars.

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STIMCELL ENERGETICS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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STIMCELL ENERGETICS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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STIMCELL ENERGETICS INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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STIMCELL ENERGETICS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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STIMCELL ENERGETICS INC.

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

AUGUST 31, 2026

(Unaudited)

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

StimCell Energetics Inc. (“StimCell” or the “Company”) was incorporated under the laws of the State of Nevada. On April 26, 2016, the Company formed a subsidiary, Cell MedX (Canada) Corp. (“Cell MedX Canada” or the “Subsidiary”), under the laws of the Province of British Columbia. StimCell is a biotech company focusing on the discovery, development and commercialization of therapeutic and non-therapeutic products that promote general wellness.

Unaudited Interim Financial Statements

The unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). They do not include all the information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statements for the year ended May 31, 2026, included in the Company’s Annual Report on Form 10-K, filed with the SEC on August 31, 2026. The interim unaudited condensed consolidated financial statements for the three months ended August 31, 2026, should be read in conjunction with those audited consolidated financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended August 31, 2026, are not necessarily indicative of the results that may be expected for the year ending May 31, 2027.

Going concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of August 31, 2026, the Company had cash of $6,883, a working capital deficit of $1,971,527 and an accumulated deficit of $11,926,449. The Company incurred a net loss of $169,518 and used $108,995 in operating activities during the three months ended August 31, 2026. These conditions, together with the Company’s dependence on additional financing to meet its obligations, raise substantial doubt about its ability to continue as a going concern within one year after the date these interim consolidated financial statements are issued. Management plans to seek additional debt or equity financing, including financing from related parties. There can be no assurance that sufficient financing will be available. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

Earnings (Loss) Per Share

Basic and diluted loss per share are computed in accordance with ASC 260. Basic loss per share is calculated by dividing net loss attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution from common share equivalents (e.g., warrants) using the treasury stock method. For the three months ended August 31, 2026, the Company did not have any warrants outstanding; for the comparative period ended August 31, 2025, the effect of such instruments was anti-dilutive, and therefore diluted loss per share was the same as basic loss per share.

The following table presents the calculation of the loss per share:

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NOTE 2 - RELATED PARTY TRANSACTIONS

Amounts due to related parties, other than advances and notes payable to related parties (Note 3) at August 31, 2026, and at May 31, 2026:

(1)The amounts due to related parties are unsecured, due on demand and bear no interest. 

During the three months ended August 31, 2026 and 2025, the Company had the following transactions with related parties:

NOTE 3 - NOTES AND ADVANCES DUE TO RELATED PARTIES

The tables below summarize the notes and advances due and payable to related parties as at August 31, 2026 and May 31, 2026:

(1) Related Party Notes Payable

As at August 31, 2026, the Company owed a total of $106,060 under 6% notes payable due to related parties (May 31, 2026 - $104,819), of which $27,596 was associated with interest accrued on the principal balances owed under the notes payable (May 31, 2026 - $26,090).

As at August 31, 2026, the Company owed a total of $848,322 under 10% notes payable due to related parties (May 31, 2026 - $717,787), of which $125,237 was associated with interest accrued on the principal balances owed under the notes payable (May 31, 2026 - $105,452).

Notes payable with Mr. Richard Jeffs

During the three months ended August 31, 2026, the Company borrowed $50,000 from Mr. Richard Jeffs, a significant shareholder of the Company and the father of the Company’s CEO and President, Mr. David Jeffs, under an unsecured credit line, which allows the Company to draw up to $350,000 (as amended on July 16, 2026) at 10% per annum,

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payable on demand, and a further $62,826 (CAD$85,000) under an unsecured credit line, which allows the Company to draw up to CAD$250,000 at 10% per annum, compounded monthly and payable on demand.

As at August 31, 2026, the Company owed a total of $436,675 (May 31, 2026 - $316,937) to Mr. Richard Jeffs. A total of $71,323 (including accrued interest of $17,859) was borrowed under unsecured notes payable, which accrue interest at a rate of 6% per annum, compounded monthly, and are due on demand. The remaining carrying amount of $365,352 related to advances under the unsecured credit lines and accrued interest. The credit lines permit the Company to draw up to CAD$250,000 and up to US$350,000 at 10% per annum, compounded monthly and payable on demand.

During the three months ended August 31, 2026, the Company recorded $8,900 in interest on the notes payable and the funds borrowed under the credit lines with Mr. Richard Jeffs (August 31, 2025 - $3,034).

Notes payable with Mr. David Jeffs

As of August 31, 2026, the Company owed a total of $53,852 under loan agreements with Mr. David Jeffs, the Company’s CEO, director, and a significant shareholder (May 31, 2026 - $52,570). The loans are unsecured and carry a 10% annual interest rate, compounded monthly. A $30,000 note payable included in the total due was payable on April 24, 2023, and, as of the date of these condensed consolidated financial statements, is in default. The remaining notes payable, totaling $7,933, are payable on demand. During the three months ended August 31, 2026, the Company recorded $1,332 in interest on the principal (August 31, 2025 - $1,211).

As of August 31, 2026, the Company owed a total of $34,737 under a loan agreement with a company of which Mr. David Jeffs is a director (May 31, 2026 - $34,217). The loan bears interest at 6% per annum compounded monthly, is unsecured, and is payable on demand. During the three months ended August 31, 2026, the Company recorded $520 in interest on the principal (August 31, 2025 - $490).

Notes payable with Mr. Amir Vahabzadeh

As at August 31, 2026, the Company owed a total of $209,903 under loan agreements with Mr. Vahabzadeh, a director and a significant shareholder (May 31, 2026 - $204,700). The loans are unsecured and carry a 10% annual interest rate, compounded monthly. A $30,000 note payable included in the total due was payable on April 24, 2023, and, as of the date of these condensed consolidated financial statements, is in default. The remaining notes payable, totaling $130,000, are payable on demand. During the three months ended August 31, 2026, the Company recorded $5,203 in interest on the principal (August 31, 2025 - $4,710).

Notes payable with a significant shareholder

As at August 31, 2026, the Company owed $82,417 (May 31, 2026 - $80,374) under unsecured notes payable with the Company’s significant shareholder (“Mr. Ahdoot”). The loans are unsecured, carry a 10% annual interest rate compounded monthly, and are payable on demand. During the three months ended August 31, 2026, the Company recorded $2,043 in interest on the principal (August 31, 2025 - $1,849).

Notes payable with Mrs. Susan Jeffs

As at August 31, 2026, the Company owed $136,798 (May 31, 2026 - $133,808) under unsecured credit lines with Mrs. Susan Jeffs, mother of Mr. David Jeffs. The terms of the credit lines allow the Company to draw up to $100,000 and up to CAD$200,000 at 10% per annum compounded monthly, payable on demand. During the three months ended August 31, 2026, the Company recorded $3,368 in interest on the principal (August 31, 2025 - $684).

(2) Advances Payable

As at August 31, 2026, the Company owed a total of $10,818 (May 31, 2026 - $10,871) for an advance the Company received in its fiscal 2020 year from an entity controlled by a director of the Company and Mr. Richard Jeffs. The advance is non-interest-bearing, unsecured, and payable on demand.

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NOTE 4 - OTHER CURRENT ASSETS

As at August 31, 2026, other current assets consisted of $54,028 in prepaid expenses (May 31, 2026 - $78,368) and $35 in receivables associated with GST Cell MedX Canada paid on taxable supplies (May 31, 2026 - $29).

During the three months ended August 31, 2026, the Company recognized $18,756 of investor-relations expense, originally prepaid through a prior-year issuance of common shares, through amortization of prepaid services.

NOTE 5 - SHARE CAPITAL

During the three months ended August 31, 2026, the Company did not have any transactions resulting in issuance of shares.

Options

As at August 31, 2026 and May 31, 2026, the Company did not have any outstanding share purchase options.

Warrants

As at August 31, 2026 and May 31, 2026, the Company did not have any outstanding warrants.

NOTE 6 - RESEARCH AND DEVELOPMENT

In February 2025, the Company engaged ADM Tronics Unlimited, Inc (“ADM Tronics”) to redesign its eBalance® microcurrent device. The Company expected the project to take approximately 22 to 34 weeks and to cost between $62,500 and $127,000. As of August 31, 2026, the Company and ADM Tronics continue working on the project at a regular hourly fee.

During the three months ended August 31, 2026, the Company incurred a total of $42,558 for this project, of which $35,993 was incurred under the agreement with ADM Tronics (August 31, 2025 - $57,309). As of August 31, 2026, the Company had incurred a total of $294,590 with ADM Tronics since February 2025.

On December 1, 2025, the Company entered into a service agreement to conduct a study examining the effects of the eBalance® microcurrent device. The study was expected to last three months and cost approximately $27,100. During the year ended May 31, 2026, the Company made an initial payment of $13,546, which was recorded as a prepaid expense as the study was postponed until the new eBalance® microcurrent devices were ready for testing. The study began in August 2026, and the Company recognized $1,129 for the three-month period ended August 31, 2026.

NOTE 7 - SUBSEQUENT EVENT

Subsequent to August 31, 2026, the Company borrowed $50,000 from Mr. Richard Jeffs under an unsecured credit line, which allows the Company to draw up to $350,000 at 10% per annum, payable on demand, and a further $35,112 (CAD$50,000) under an unsecured credit line, which allows the Company to draw up to CAD$250,000 at 10% per annum, compounded monthly and payable on demand.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of the Company’s financial condition and results of operations should be read in conjunction with the Company’s unaudited condensed consolidated financial statements, the notes to those financial statements and other financial information appearing elsewhere in this document. In addition to historical information, the following discussion and other parts of this document contain forward-looking statements that reflect plans, estimates, intentions, expectations and beliefs. Actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those set forth in the “Risk Factors” in Part II, Item 1A of this Quarterly Report.

The discussion provided in this Quarterly Report should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended May 31, 2026, filed with the United States Securities and Exchange Commission (the “SEC”) on August 31, 2026.

Overview

StimCell Energetics Inc. was incorporated under the laws of the State of Nevada on March 19, 2010. On April 26, 2016, the Company formed a wholly owned subsidiary, Cell MedX (Canada) Corp., (“Cell MedX Canada”, or the “Subsidiary”) under the laws of the Province of British Columbia.

StimCell Energetics Inc. is a biotech company focused on the discovery, development and commercialization of therapeutic and non-therapeutic products that enhance cellular function, promote general wellness and alleviate health complications, including, but not limited to: aging, insulin sensitivity, high blood pressure, neuropathy and kidney function. The Company’s primary focus is on continued research and development of its eBalance® Technology and its eBalance® Home System.

Recent Corporate Developments

In February of 2025, the Company engaged ADM Tronics Unlimited, Inc., a leader in electronic medical device engineering, to redesign the eBalance® Home device into a compact, affordable consumer unit optimized for home use, complete with diagnostic features.

The new eBalance® Home system is expected to be redesigned as a smaller and more cost-efficient unit than its predecessor, making advanced microcurrent technology accessible to a broader audience. Additionally, it will feature innovative diagnostics, including a real-time assessment of cellular energy capacity, treatment tracking, and personalized user profiles.

On December 1, 2025, the Company entered into a service agreement to conduct a study on the effects of the eBalance® microcurrent device. The study began in August 2026 and is expected to be completed in the Company’s second fiscal quarter.

On August 24, 2026, the Company entered into an Advisory Services Agreement (the “Agreement”) with Stonegate Capital Markets, Inc. ("Stonegate"), pursuant to which Stonegate will act as the Company’s non-exclusive advisor. Stonegate Capital Markets, Inc. is an affiliate of Stonegate Capital Partners, with which the Company has an existing investor relations and capital markets advisory agreement. The Agreement has an initial three-month contract period and may thereafter be terminated by either party upon thirty days’ written notice.

Under the Agreement, Stonegate will, on a best-efforts basis, identify prospective investors and strategic counterparties for transactions approved by the Company. The Company will pay transaction-based advisory fees on qualifying proceeds and reimburse pre-approved expenses, subject to the Agreement’s terms.

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Results of Operations for the Three Months ended August 31, 2026 and 2025

Operating results for the three months ended August 31, 2026 and 2025, and the changes in the operating results between those periods are summarized in the table below.

Revenues

The Company did not have any revenue-generating activities during the three months ended August 31, 2026 and 2025.

Operating Expenses

During the three months ended August 31, 2026, the Company’s operating expenses decreased by 41.9% from $252,354 the Company incurred during the three months ended August 31, 2025, to $146,558 incurred during the three months ended August 31, 2026. The most significant changes were as follows:

·General and administrative expenses for the three months ended August 31, 2026, decreased by $72,188, or 51.8%, from $139,484 for the three months ended August 31, 2025, to $67,296 for the three months ended August 31, 2026. The main driver of this change was a $98,187 decrease in corporate communications, which fell to $21,037 in the current period from $119,224 in the same period last year, followed by the absence of accounting and audit fees, compared with $10,211 the Company incurred for the three months ended August 31, 2025. These decreases were partially offset by a $28,513 increase in professional fees, which rose from $1,196 the Company incurred during the comparative period in 2025 to $29,709 the Company incurred during the three months ended August 31, 2026; this increase was associated with the Company’s initiative to seek a listing  of  its shares on the Canadian Securities Exchange, at the date of this MD&A, the process is ongoing and there can be no assurance that a listing will be obtained; and a $4,619 increase in regulatory fees to $12,214 (August 31, 2025 - $7,595). All other expenses included in general and administrative fees remained relatively stable. 

·Consulting fees for the three months ended August 31, 2026, decreased by $27,330, or 78.5%, from $34,830 incurred during the three months ended August 31, 2025, to $7,500 incurred during the three months ended August 31, 2026. 

·Research and development fees for the three months ended August 31, 2026, decreased by $14,751, or 25.7%, from $57,309 incurred during the three months ended August 31, 2025, to $42,558 incurred during the current three months ended August 31, 2026. The research and development fees were associated with continued work to redesign the eBalance® Home device into a compact, affordable consumer unit optimized for home use, and with the efficacy study, which commenced in August. Management expects research and development expenditures to fluctuate in the near term as development progresses. 

·Foreign exchange loss increased by $8,473 to a loss of $6,704 for the three months ended August 31, 2026, as compared to a gain of $1,769 for the comparative period ended August 31, 2025. The foreign exchange loss was associated with fluctuations in Canadian and US currencies. 

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Along with the changes in operating expenses mentioned above, the Company also incurred $22,500 in management fees, which remained consistent with the amounts the Company incurred for the three months ended August 31, 2025.

Other Items

During the three months ended August 31, 2026, the Company accrued $21,366 (August 31, 2025 - $11,978) in interest associated with outstanding notes payable to related parties and $1,594 (August 31, 2025 - $1,270) in interest accrued on other vendor payables.

Liquidity and Capital Resources

Working Capital

As of August 31, 2026, the Company had a cash balance of $6,883, a working capital deficit of $1,971,527, and cash flows used in operations of $108,995 for the period then ended. During the three months ended August 31, 2026, the Company funded its operations with $112,826 the Company borrowed from its related party under unsecured lines of credit at 10% annual interest compounded monthly and due on demand.

The Company did not generate sufficient cash flows from its operating activities to satisfy its cash requirements for the three months ended August 31, 2026. The amount of cash generated from operations to date is significantly less than the Company’s current debt obligations. There is no assurance that the Company will be able to generate sufficient cash from operations to repay the amounts owing under the outstanding notes and advances payable, or to service other debt obligations.  If the Company is unable to generate sufficient cash flow from operations to repay the amounts owing when due, the Company will be required to raise additional financing from other sources. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that the Company will be able to continue as a going concern.

Cash Flows

Net Cash Used in Operating Activities

Net cash used in operating activities during the three months ended August 31, 2026, was $108,995. Net loss adjusted for non-cash items was $122,425. Operating cash outflows also reflected a $16,644 decrease in accounts payable. These amounts were partially offset by a $20,977 increase in amounts due to related parties, a $3,519 increase in accrued liabilities, and a $5,578 decrease in other current assets, which include GST receivable and prepaid expenses.

Net cash used in operating activities during the three months ended August 31, 2025, was $108,142. Net loss adjusted for non-cash items was $132,868. Operating cash outflows also reflected a $27,482 decrease in accounts payable and a $3,307 increase in other current assets. These amounts were partially offset by increases of $43,776 in amounts due to related parties and $11,739 in accrued liabilities.

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Non-cash transactions

During the three months ended August 31, 2026, net loss was affected by the following expenses that did not have any impact on cash used in operations:

·$18,756 (August 31, 2025 - $120,000) in investor relations activities, which were paid for through the issuance of common shares during the year ended May 31, 2026; 

·$21,366 (August 31, 2025 - $11,978) in interest accrued on the outstanding notes due to related parties; 

·$1,594 (August 31, 2025 - $1,270) in interest accrued on the vendor payables; and 

·$5,377 in unrealized foreign exchange loss (August 31, 2025 - $514 gain), which resulted from fluctuations of the Canadian dollar, the functional currency of Cell MedX Canada, in relation to the US dollar, the functional currency of the parent company, being also the Company’s reporting currency. 

Net Cash Provided by Financing Activities

During the three months ended August 31, 2026, the Company borrowed $50,000 from Mr. Richard Jeffs, the Company’s major shareholder and the father of the Company’s CEO and President, Mr. David Jeffs, under an unsecured credit line, which allows the Company to draw up to $350,000 (as amended on July 16, 2026) at 10% per annum and is payable on demand, and a further $62,826 (CAD$85,000) under an unsecured credit line, which allows the Company to draw up to CAD$250,000 at 10% per annum and is payable on demand.

During the three months ended August 31, 2025, the Company borrowed $100,000 from Mr. Richard Jeffs, the Company’s major shareholder and the father of the Company’s CEO and President, Mr. David Jeffs, under a revolving credit line, which accumulates interest at 10% per annum compounded monthly and is due on demand.

Net Cash Used in Investing Activities

The Company did not have any investing activities during the three months ended August 31, 2026 and 2025.

Going Concern

The notes to the Company’s interim consolidated financial statements as at August 31, 2026, describe conditions that raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s current business operations are in an early development stage and as such, its ability to generate revenue from the operations is very minimal. The Company’s research and development as well as marketing plans require significant expenditures. Due to the financial difficulties the Company had faced, the research and development plans associated with the eBalance® technology were temporarily abandoned. In February 2025, the Company engaged ADM Tronics Unlimited, Inc., a leader in electronic medical device engineering, to redesign the eBalance® microcurrent device into a compact consumer unit, optimized for home use. The project is expected to continue for the following nine to twelve months. Management is planning to support its operations as well as the redesign of the eBalance® microcurrent device through equity or debt financing.

As at August 31, 2026, the Company had accumulated a deficit of $11,926,449 since inception, and additional funding will be required to support the operations. The Company’s continuation as a going concern depends upon the continued financial support of its shareholders, its ability to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations. The interim consolidated financial statements for the three months ended August 31, 2026, do not give effect to any adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the Company’s financial statements.

Off-Balance Sheet Arrangements

None.

Critical Accounting Policies

An appreciation of the Company’s critical accounting policies is necessary to understand its financial results. These policies may require management to make difficult and subjective judgments regarding uncertainties, and as a result, such estimates may significantly impact the financial results. The precision of these estimates and the likelihood of

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future changes depend on a number of underlying variables and a range of possible outcomes. The Company has applied its critical accounting policies and estimation methods consistently.

Changes in and Disagreements with Accountants on Accounting Procedures and Financial Disclosure

None.

Item 3. Quantitative and Qualitative Disclosure about Market Risk

None

Item 4. Controls and Procedures

The Company’s management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that is designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of its disclosure controls and procedures as of August 31, 2026. Based on that evaluation, the Company’s management concluded that the disclosure controls and procedures were not effective in recording, processing, summarizing and reporting information required to be disclosed within the time periods specified in Securities and Exchange Commission’s rules and forms due to lack of segregation of duties.

During the quarter ended August 31, 2026, there were no changes in the internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

There have been no material changes to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2026, filed with the Securities and Exchange Commission on August 31, 2026.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

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(1)Filed as an exhibit to the Company’s Registration Statement on Form S-1 filed with SEC on July 13, 2010 

(2)Filed as an exhibit to the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed with SEC on October 13, 2010 

(3)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 9, 2014 

(4)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2019 

(5)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2020 

(6)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on September 15, 2020 

(7)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 9, 2021 

(8)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on August 30, 2021 

(9)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 12, 2022 

(10)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 11, 2022 

(11)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2022 

(12)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on April 7, 2023 

(13)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 19, 2023 

(14)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on June 29, 2023 

(15)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 15, 2024 

(16)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 14, 2025 

(17)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 28, 2025 

(18)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2024 

(19)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 14, 2025 

(20)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on September 2, 2025 

(21)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 10, 2026 

(22)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 20, 2026 

(23)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on August 31, 2026 

(24)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 8, 2026 

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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 thereunto duly authorized.

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