MindWalk revenue up 21%, losses widen, cash down
MindWalk Holdings Corp. (HYFT), a Bio-Native AI drug discovery company, reported higher revenue but deeper losses for the three months ended July 31, 2026.
Rhea-AI Filing Summary
MindWalk Holdings Corp. (HYFT), a Bio-Native AI drug discovery company, reported higher revenue but deeper losses for the three months ended July 31, 2026. Revenue from continuing operations was $3.8 million, up 21.3% from the prior-year quarter, driven mainly by higher project revenue. Gross profit rose to $2.2 million with a gross margin of 59%, compared with 48% a year earlier, as cost of sales remained relatively flat.
Operating expenses increased to $8.4 million from $5.7 million, largely due to higher sales and marketing, general and administrative, and share-based compensation, resulting in a larger net loss from continuing operations of $6.1 million versus $4.1 million. Cash and restricted cash declined to $7.8 million from $11.5 million at April 30, 2026. Management states that existing cash is not sufficient to fund operations for at least one year, raising substantial doubt about the company’s ability to continue as a going concern without additional financing. A previously identified material weakness in internal control over financial reporting related to complex technical accounting remains unremediated, although remediation efforts are ongoing.
Positive
- Revenue grew 21.3% year over year to $3.8 million, reflecting stronger project activity.
- Gross margin improved to 59% from 48%, with gross profit rising to $2.2 million, indicating more profitable mix or efficiency in delivery.
- The company reports progress on an AI-driven internal asset pipeline and HYFT-based platforms (LensAI, ReefIQ), positioning it within several high-growth AI drug discovery and informatics markets.
Negative
- Net loss from continuing operations widened to $6.1 million from $4.1 million, as operating expenses climbed to $8.4 million.
- Going-concern risk is explicitly disclosed: current cash of $7.8 million is not expected to fund operations for at least one year without additional financing.
- Cash and restricted cash declined from $11.5 million to $7.8 million in three months, reflecting ongoing negative operating cash flow of $4.0 million.
- A previously identified material weakness in internal control over financial reporting remains unremediated as of July 31, 2026.
Filing Explained
The quarter included 266,930 ATM shares issued, increasing the common-share count while providing net US$0.6 million of financing.
As a Form 6-K, this filing furnishes interim information for the foreign private issuer. For the three months ended
An at-the-market program permits gradual sales of newly issued shares at prevailing market prices rather than one single priced deal. This reported activity is an issuance that has occurred, not merely available capacity or a registration.
The common-share count increased from 46,711,866 at
The next capital-structure items to track are the ATM facility’s future sales and the 1,973,528 outstanding restricted stock units, of which 1,969,694 were unvested at
Key Figures
Key Terms
going concern financial
adjusted EBITDA financial
material weakness financial
HYFT Technology technical
at-the-market equity offering facility financial
functional adjacency technical
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How did MindWalk Holdings Corp. (HYFT) perform financially in the quarter ended July 31, 2026?
What is the liquidity position and going-concern status of HYFT?
How are HYFT’s margins trending?
What are HYFT’s key non-IFRS metrics this quarter?
Does HYFT disclose any issues with internal controls?
What strategic focus does HYFT describe for its business model?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
OF THE SECURITIES EXCHANGE ACT OF 1934
For the month of September,
Commission File Number:
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ |
Form 40-F ☐ |
INCORPORATION BY REFERENCE
Exhibits 99.1 and 99.2 of this Form 6-K are incorporated by reference into the Registration Statements on Form S-8 (File Nos. 333-256730 and 333-290949) and Registration Statements on Form F-3 (File Nos. 333-281312 and 333-297424) of the Registrant, MindWalk Holdings Corp.
EXHIBIT INDEX
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Exhibit
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Description
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99.1 |
Management’s Discussion and Analysis for the three months ended |
99.2 |
Condensed Interim Consolidated Financial Statements for the three months ended July 31, 2026 and 2025 |
99.3 |
CEO Certification (pursuant to Canadian regulations) |
99.4 |
CFO Certification (pursuant to Canadian regulations) |
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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MINDWALK HOLDINGS CORP. |
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Date: September 14, 2026 |
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By: |
/s/ Jennifer Bath
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Name: |
Jennifer Bath |
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Title: |
Chief Executive Officer |
MINDWALK HOLDINGS CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED JULY 31, 2026 AND JULY 31, 2025
Exhibit 99.1
The following Management’s Discussion and Analysis (“MD&A”) should be read in conjunction with the unaudited condensed interim consolidated financial statements of MindWalk Holdings Corp. (the "Company”, “MindWalk” for the three months ended July 31, 2026, together with the audited consolidated financial statements and accompanying MD&A of the Company for the year ended April 30, 2026. This MD&A is the responsibility of management and was reviewed and approved by the Board of Directors of MindWalk on September 14, 2026.
The referenced financial statements have been prepared in accordance with IFRS Accounting Standards, as issued by the International Accounting Standards Board (“IFRS”) and as applicable to the preparation of interim financial statements, including IAS 34, Interim Financial Reporting. Except as otherwise noted, all dollar figures in this MD&A are stated in Canadian dollars, which is the Company’s reporting currency.
We have prepared this MD&A with reference to National Instrument 51-102 "Continuous Disclosure Obligations" of the Canadian Securities Administrators. Additional information relating to MindWalk Holdings Corp., including our Annual Report on Form 20-F for the fiscal year ended April 30, 2026, is available on our website at www.mindwalkAI.com and can be found on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov/search-filings.
FORWARD-LOOKING STATEMENTS
This MD&A includes forward looking statements within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations. Forward looking statements relate to future events or future performance and reflect management’s current expectations, estimates and projections.
Forward looking statements in this MD&A include, without limitation, statements about MindWalk’s:
• business strategy and priorities, including the shift toward a software-led model centered on LensAI and ReefIQ
• plans and expectations for LensAI subscriptions, HYFT-based analytics and data services, and selected wet lab offerings
• expectations regarding revenue growth, margins, operating costs, liquidity and capital resources
• research and development activities and internal asset programs, including programs related to dengue and GLP-1 and longevity
• expectations regarding the protection, expansion and use of the Company’s intellectual property, including HYFT patterns and related biological assets
• expectations regarding client adoption of AI-driven and SaaS-based drug discovery tools
• views on industry, market size and growth rates in AI in drug discovery, drug discovery informatics, cloud-based drug discovery platforms and life science analytics
• expectations regarding the advancement of MindWalk's therapeutic and vaccine pipeline, including the progression of internal proprietary asset programs and the translation of AI-driven discoveries into clinical candidates
• expectations about future financing, capital allocation and shareholder value
Forward looking statements often use words such as “expects”, “plans”, “targets”, “believes”, “forecasts”, “intends”, “estimates” or similar expressions and include statements about events or results that are “anticipated” or “projected”. Any statements that describe future plans, objectives or goals are forward looking statements.
These statements are based on a number of assumptions, including management’s assumptions regarding:
• the progress, timing and costs associated with executing MindWalk’s business plan and strategy
• the performance, safety and regulatory profile of the Company’s technologies and internal programs
• the accuracy of industry data and growth forecasts referenced in this MD&A
• the competitive environment and the pace of adoption of AI-driven and SaaS-based solutions in drug discovery
• the ability to maintain and expand customer and partner relationships
• the availability of qualified personnel, contractors and key infrastructure
• the continued availability of financing on acceptable terms
• the absence of material adverse changes in general business, economic, geopolitical, market, tax, regulatory or legal conditions
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MINDWALK HOLDINGS CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED JULY 31, 2026 AND JULY 31, 2025
Forward looking statements involve known and unknown risks and uncertainties. Actual results, performance and achievements differ in many cases from those expressed or implied in forward looking statements. Risks and uncertainties include, among others:
Additional information about these and other risks is included in the “Risks and Uncertainties” section of this MD&A and in MindWalk’s other filings with Canadian securities regulators and the United States Securities and Exchange Commission.
Forward looking statements in this MD&A speak only as of the date of this document. MindWalk does not undertake any obligation to update or revise forward looking statements as a result of new information, future events or otherwise, except as required by applicable securities laws. Readers should not place undue reliance on forward looking statements. The forward-looking statements in this MD&A are also subject to uncertainties specific to the Company’s scientific and commercial activities. The Company’s AI models, HYFT patterns, LensAI platform, laboratory methods and data may not perform as expected; data may be incomplete, inaccurate, unavailable or subject to third-party ownership, license, confidentiality, privacy, security or other use restrictions; preclinical, in vitro, in silico or other early-stage findings may not be predictive of clinical safety, efficacy, immunogenicity, manufacturability, regulatory approval or commercial success; the Company’s intellectual property rights may not be obtained, maintained, valid, enforceable or sufficient to prevent third-party competition; the FDA and other regulatory authorities may not accept or agree with the Company’s analyses or
2
MINDWALK HOLDINGS CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED JULY 31, 2026 AND JULY 31, 2025
permit any proposed product to proceed; market-size, growth and adoption estimates may not be realized; and the Company may be unable to secure financing on acceptable terms or at all.
CAUTION REGARDING NON-IFRS MEASURES
In addition to the results reported in accordance with IFRS, this MD&A makes reference to certain measures that are not recognized under IFRS and do not have a standardized meaning prescribed by IFRS. They are therefore unlikely to be comparable to similar measures presented by other companies. The Company uses non-IFRS financial measures, including “adjusted EBITDA” and adjusted operating expenses as additional information to complement IFRS measures by providing further understanding of the Company’s results of operations from management’s perspective. Management believes that these measures may provide useful information because they exclude amounts that may not be indicative of the Company’s core operating results and ongoing operations and may provide a more consistent basis for comparison between periods. For further details, please refer to the Non-IFRS Financial Measures section later in this document.
GENERAL
MindWalk Holdings Corp. (the "Company" or "MindWalk") was incorporated under the laws of Alberta on November 22, 1983, before continuing into British Columbia on September 2, 2016. The Company is listed on the Nasdaq Capital Market under the trading ticker symbol "HYFT." The Company changed its corporate name from ImmunoPrecise Antibodies Ltd. to MindWalk Holdings Corp. on September 3, 2025.
The corporate headquarters of MindWalk is situated at Industrious 823 Congress Ave Suite 300 Austin, Texas, 78701, United States. This MD&A was reviewed and approved by the Board of Directors of MindWalk and should be read in conjunction with the unaudited condensed interim consolidated financial statements for the three months ended July 31, 2026.
All dollar figures in this MD&A are stated in Canadian dollars unless otherwise noted.
WHO WE ARE
MindWalk is a Bio-Native AI company operating at the intersection of artificial intelligence, deep biological data, and advanced laboratory research. Our mission is to make complex biology more computable — and to translate that capability into therapeutic and vaccine candidates that partners may be able to advance.
The Company’s integrated platform connects in silico analysis with a full-stack wet lab, enabling a closed-loop discovery model in which computational insights inform experimental design, and experimental results continuously enrich our data layer. This architecture is intended to improve efficiency across the biologics discovery and development process. MindWalk's integrated discovery and development platform has supported the clinical advancement of more than 20 molecules through client and partner programs, and a growing internal pipeline is now leverages the Company's AI-driven discovery engine.
Scientific and technical statements in this MD&A, including statements concerning the Company’s platform, biological relationships, functional constraints, laboratory validation and the advancement of molecules, reflect current internal assessments and available data. They have not been independently verified by regulatory authorities and may change as additional experiments, analyses and third-party review are completed.
The HYFT Technology Advantage
At the core of MindWalk’s platform is HYFT Technology, a patented biological pattern technology that represents a distinct approach to understanding molecular biology. Rather than relying on sequence alignment,which misses functional relationships masked by genetic variation,HYFT Technology captures the minimal pattern information required to determine molecular structure and function.
3
MINDWALK HOLDINGS CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED JULY 31, 2026 AND JULY 31, 2025
These HYFT patterns are evolution-defined. They represent the regions of biology that cannot change without loss of essential function: conserved patterns that persist across mutation and species variation. Because these patterns encode functional constraint rather than surface-level similarity, they identify functional relationships that sequence-alignment approaches may not detect.
HYFT patterns form a connected biological representation of 660 million patterns and 25 billion relationships harmonizing sequence, structure, functional assays, omics data, and scientific literature into a single, queryable computational space that supports traceable, evidence-linked biological analysis.
HYFT patterns are patented assets owned exclusively by MindWalk. The Company believes this intellectual property may differentiate its platform as the patterns are applied across additional programs, modalities, and therapeutic areas.
LensAI: The Platform
LensAI is MindWalk’s Bio-Native reasoning and application layerfor biologics discovery and development, built on the HYFT pattern framework. Partners access LensAI through expert-led analytics projects, SaaS subscriptions, and API-based integrations, creating a flexible engagement model that scales with client need.
LensAI capabilities include target profiling, antigen and epitope analysis, immunogenicity and liability screening, candidate triage, de novo variant sequence design, developability assessment, and portfolio-level analysis. Across these applications, HYFT patterns are intended to link modalities and make results traceable to specific biological evidence reducing reliance on model outputs that are not connected to underlying biological context.
Beyond client-facing applications, LensAI also drives MindWalk’s internal proprietary asset programs, where the same platform that powers partner work is generating de novo therapeutic and vaccine candidates supported by proprietary intellectual property and HYFT-defined biological analysis, with potential future partnering opportunities.
ReefIQ™
ReefIQ is a HYFT-powered biological context layer for AI drug discovery and biologics development that sits between client discovery data and AI reasoning workflows. Biology is connected, but drug-discovery data is often fragmented across files, formats, systems, teams, and workflows. ReefIQ reconnects those representations before AI workflows act on them, harmonizing client discovery data and linking it into MindWalk’s biological representation foundation. Sequences, structures, assay outputs, omics, literature, evidence, and program history are transformed into a governed, queryable biological context for AI-enabled discovery, with provenance and program history preserved.
ReefIQ is built on HYFT Technology, MindWalk’s core biological pattern technology, which provides the underlying biological representation foundation with explicit relationships across sequence, structure, function, mechanism, pathway, evidence, and literature. LensAI and customer-selected agent models are intended to retrieve, analyze, and generate hypotheses from that connected biological context rather than from isolated files.
AI-Driven Internal Asset Pipeline
MindWalk's internal pipeline includes LensAI-generated assets that the Company owns, protects, and intends to advance through partnerships or licensing. Each program is grounded in HYFT-defined biology and anchored in wet-lab validation. The programs below are those where HYFT technology and the LensAI platform served as the primary discovery and design engine.
All pipeline programs described in this MD&A are at early stages and remain subject to substantial scientific, technical, clinical, manufacturing, regulatory and financing risks. Preclinical, in vitro, in silico and third-party assay results may not be reproducible or predictive of safety, efficacy, immunogenicity, manufacturability, regulatory approval or commercial success, and no assurance can be given that any program will produce a clinical candidate, enter clinical trials, be partnered, be financed or generate revenue.
4
MINDWALK HOLDINGS CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED JULY 31, 2026 AND JULY 31, 2025
Program |
Target / Indication |
Modality |
Stage |
Key Achievement |
GLP-1 Receptor Agonist |
Metabolic disease |
AI-designed peptide; in silico-led design via LensAI™ and HYFT® Technology |
Preclinical — in vitro validated |
In vitro GLP-1 receptor activation confirmed by independent third-party assay; results demonstrate activity relative to semaglutide benchmark. |
Longevity Companion Therapeutic |
Aging biology / healthspan (undisclosed target) |
Undisclosed; in silico-designed via LensAI™ |
Preclinical — in silico identified; validation underway |
Separate, independently protectable asset targeting a distinct, non-overlapping longevity pathway. Identified as a potential co-administration candidate alongside the GLP-1 RA — though each asset is designed to stand alone. Target undisclosed pending IP protection. Longevity therapeutics market projected at >$60B by 2030. |
Universal Dengue Vaccine |
Dengue fever (all 4 serotypes) |
Monoclonal antibody / vaccine |
Third-party neutralization testing underway |
Conserved discontinuous epitope identified across all 4 serotypes; rabbit immunization completed; serum antibody binding analysis underway. |
Universal Influenza |
Influenza A & B (all major subtypes) |
Vaccine / functional antigen |
Research — functional constraint identified |
HYFT-defined functional constraint confirmed across >900 influenza sequence variations spanning Influenza A (H3N2, H5, H7, H9, H1N1 swine) and both Influenza B lineages (Victoria & Yamagata) |
Each AI-driven internal program is designed to be housed and independently financed, allowing individual programs to attract dedicated capital partners without diluting the MindWalk parent entity — preserving shareholder value while enabling non-dilutive program-level financing.
Broader Biologics Portfolio
MindWalk’s discovery capabilities extend well beyond its HYFT/LensAI-driven internal programs. Through an integrated discovery platform that combines wet lab expertise, antibody engineering, and AI tools,the Company has assembled “the Vault”, a portfolio of 16 partner-ready assets spanning oncology, immuno-oncology, vascular disease, ophthalmology, and infectious disease. These
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MINDWALK HOLDINGS CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED JULY 31, 2026 AND JULY 31, 2025
programs are supported by a growing IP estate built through internal R&D, collaborations, acquisitions and in-licensing, alongside strategic investment in biologics capabilities and related IP assets. Active R&D across all operational sites continues to advance new service offerings and, more notably, internal discovery programs focused on novel therapeutic antibodies, primarily in immuno-oncology.
To support its internal and partnered therapeutic discovery programs, the Company formed Talem, based in Massachusetts. Talem offers strategic partnerships with pharma and biotech companies. The depth and speed of MindWalk’s offerings enable Talem to customize each program and leverage the Company’s expertise and technologies across its biologics capabilities. Select programs of note include
Select programs of note include:
Several assets in the Vault are already partnered. The Vault also comprises additional partner-ready antibody and biologics assets across a range of modalities and stages of development, made available to prospective partners upon request.
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MINDWALK HOLDINGS CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED JULY 31, 2026 AND JULY 31, 2025
Functional Adjacency
A recent application of HYFT Technology has revealed an additional, commercially significant capability: the detection of functional adjacency. Functional adjacency refers to the phenomenon where distinct molecules produce the same therapeutic effect despite low sequence similarity — a condition that sequence-alignment-based analysis routinely fails to identify.
MindWalk has applied HYFT Technology to detect shared biological signatures between AI-designed therapeutics, including cases where independently developed molecules converge on the same functional space. This capability has direct implications for competitive intelligence, IP strategy, M&A diligence, and portfolio risk assessment — positioning HYFT as a strategic intelligence layer for biopharma organizations navigating an increasingly AI-dense discovery landscape.
STRATEGY AND OUTLOOK
The AI Acceleration Tailwind
As AI tools make molecule design faster, and more widely accessible, management believes the volume and variety of AI-generated candidates will grow, and that value will increasingly accrue to the layer that contextualizes, grounds, and interprets those outputs. MindWalk’s strategy is based on management’s belief that data structure, provenance and orchestration are important factors in deploying AI in drug discovery.
With the launch of ReefIQ, the biological context layer for life sciences powered by its patented HYFT Technology, MindWalk is positioned at that layer, providing traceable, evidence-linked biological context that the AI models and agents a partner chooses to deploy are designed to use. The Company’s strategy centers on three priorities: growing recurring, intelligence-driven revenue from LensAI engagements; advancing and protecting a wholly owned portfolio of AI-designed assets; and deepening multi-year enterprise partnerships that may enhance the value of the Company’s biological representation over time.
Strategic Positioning
MindWalk is pursuing a strategy based on management’s view that biologics development will increasingly require integrated computational and experimental approaches. MindWalk’s integrated platform is designed to address this need, and its integrated wet lab translates computational insight into experimentally validated, IP-protected assets.
This quarter continues to build on prior periods. Continued revenue growth and a gross margin of 59% are positive operating developments; however, given the Company’s liquidity position and the material uncertainty related to going concern described below, the timing and scope of advancing the four AI/HYFT-driven internal programs — spanning metabolic disease, aging biology, and infectious disease — will depend on available financing and other capital resources.
Three Strategic Pillars
Pillar 1: Build Intelligence-Driven Recurring Revenue
Management’s primary commercial objective is to grow recurring, intelligence-driven revenue from LensAI — engagements in which HYFT-based biological reasoning is embedded directly in a partner’s discovery workflow. The Company is transitioning from a project-revenue model toward a higher-margin, scalable mix that includes subscription-based platform access, HYFT-based analytics
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MINDWALK HOLDINGS CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED JULY 31, 2026 AND JULY 31, 2025
engagements, and API integrations. This shift improves revenue predictability, reduces per-engagement overhead, and creates compounding value as each client interaction enriches the shared HYFT representation layer.
Pillar 2: Advance and Protect the Internal Asset Portfolio
MindWalk’s internal programs are not ancillary to the platform; they are a direct application of it. By generating proprietary assets through LensAI™ and anchoring them in Bio-Native wet-lab validation, the Company is building an IP portfolio with potential independent value.
Pillar 3: Deepen Enterprise Partnerships
MindWalk’s platform is most valuable when embedded in a partner’s discovery workflow over an extended period. Management is actively pursuing multi-year enterprise engagements in which LensAI serves as a persistent analytical layer — informing target selection, immunogenicity screening, candidate triage, and portfolio decisions at scale. These relationships generate recurring revenue, produce data that strengthens the HYFT representation layer, and create compounding value that improves retention.
The TDP-43 neurodegeneration program exemplifies this model: generated through a client-driven engagement using MindWalk’s integrated discovery platform, and externally peer-reviewed (bioRxiv, DOI: 10.1101/2025.06.10.658846). This work demonstrated the Company’s ability to discriminate with structural precision between toxic and healthy protein conformations — a long-standing challenge in neurodegeneration drug development — and now serves as a validation reference supporting expanded engagement across the neurodegenerative drug discovery community. Importantly, this result was achieved through MindWalk's wet lab infrastructure, illustrating that the Company's value to enterprise partners extends beyond its AI-native HYFT platform to encompass its full integrated discovery capabilities.
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MINDWALK HOLDINGS CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED JULY 31, 2026 AND JULY 31, 2025
Market Opportunity
Management views MindWalk as operating at the convergence of several high-growth markets, each of which is being reshaped by AI adoption:
Market Segment |
2024/2025 Size |
Projected Size |
CAGR |
AI in Drug Discovery |
USD 6.93B (2025) |
USD 16.52B (2034) |
~10% |
Drug Discovery Informatics |
USD 3.65B (2024) |
USD 7.03B (2030) |
11.6% |
Cloud-Based Drug Discovery Platforms |
USD 3.5B (2025) |
USD 11.3B (2035) |
12.6% |
Life Science Analytics (Broad) |
USD 40.0B (2025) |
USD 68.8B (2030) |
11.4% |
Approximately two-thirds of life science professionals reported using AI in their workflows in 2024, up from just over half the prior year, and a large majority of pharma and biotech organizations are now applying AI in active pipeline programs. This rapid adoption reflects the expanding addressable market for AI-driven biologics platforms.
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MINDWALK HOLDINGS CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED JULY 31, 2026 AND JULY 31, 2025
OVERALL PERFORMANCE AND LIQUIDITY OF CONTINUING OPERATIONS
The Company achieved revenues of $3.8 million during the three months ended July 31, 2026, a 21.3% increase from revenues of $3.2 million during the three months ended July 31, 2025. The Company incurred total operating expenses of $8.4 million during the three months ended July 31, 2026, an increase of $2.7 million compared to the three months ended July 31, 2025. Net loss for continuing operations totaled $6.1 million and $4.1 million for the three months ended July 31, 2026 and 2025, respectively.
As of July 31, 2026, the Company had cash on hand and restricted cash of $7.8 million compared to $11.5 million as of April 30, 2026. The Company expects its cash on hand as of July 31, 2026 will be insufficient to fund the Company's operations for at least one year from the date these financial statements are available to be issued. These conditions raise material uncertainties which cast significant doubt as to whether the Company will be able to continue as a going concern should it not be able to obtain financing necessary to fund its planned revenue growth and working capital requirements.
RESULTS OF CONTINUING OPERATIONS
Comparison of the three months ended July 31, 2026 and 2025
Revenue
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Three Months Ended |
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(in thousands) |
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2026 |
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2025 |
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Change |
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Change |
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Project revenue |
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|
3,831 |
|
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3,126 |
|
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705 |
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22.6 |
% |
Product sales revenue |
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1 |
|
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2 |
|
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(1 |
) |
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-50.0 |
% |
Cryostorage revenue |
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2 |
|
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33 |
|
|
|
(31 |
) |
|
|
-93.9 |
% |
Total revenue |
|
|
3,834 |
|
|
|
3,161 |
|
|
|
673 |
|
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|
21.3 |
% |
The Company achieved revenue of $3.8 million during the three months ended July 31, 2026, a 21.3% increase from the three months ended July 31, 2025.
Gross Profit
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Three Months Ended |
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(in thousands) |
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2026 |
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2025 |
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Change |
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Change |
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Gross profit |
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2,246 |
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1,527 |
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719 |
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47.1 |
% |
% of total revenue |
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59 |
% |
|
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48 |
% |
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||
Gross profit totaled $2.2 million during the three months ended July 31, 2026, an increase of 47.1% compared to the three months ended July 31, 2025. The increase in gross profit is due to the increase in project revenues while maintaining relatively flat year over year cost of sales.
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MINDWALK HOLDINGS CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED JULY 31, 2026 AND JULY 31, 2025
Research and development
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Three Months Ended |
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(in thousands) |
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2026 |
|
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2025 |
|
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Change |
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Change |
|
||||
Research and development |
|
|
1,285 |
|
|
|
1,049 |
|
|
|
236 |
|
|
|
22.5 |
% |
During the three months ended July 31, 2026, research and development expenses increased to $1.3 million from $1.0 million during the three months ended July 31, 2025. The increase is due primarily to higher salary costs.
Sales and marketing
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Three Months Ended |
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(in thousands) |
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2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
Sales and marketing |
|
|
3,196 |
|
|
|
1,343 |
|
|
|
1,853 |
|
|
|
138.0 |
% |
Sales and marketing expenses totaled $3.2 million during the three months ended July 31, 2026, compared to $1.3 million during the three months ended July 31, 2025. The increase in sales and marketing expenses reflect an increase in salaries and digital programs.
General and administrative
|
|
Three Months Ended |
|
|
|
|
|
|
|
|||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
General and administrative |
|
|
3,894 |
|
|
|
3,294 |
|
|
|
600 |
|
|
|
18.2 |
% |
During the three months ended July 31, 2026, general and administrative expenses totaled $3.9 million, an increase of $0.6 million compared to the three months ended July 31, 2025, due to an increase in share based payments.
Other Income / Expense
|
|
Three Months Ended |
|
|
|
|
||||||
(in thousands) |
|
2026 |
|
|
2025 |
|
|
Change |
|
|||
Grant income |
|
|
— |
|
|
|
6 |
|
|
|
(6 |
) |
Interest, accretion and other income |
|
|
18 |
|
|
|
5 |
|
|
|
13 |
|
Unrealized foreign exchange loss |
|
|
184 |
|
|
|
(31 |
) |
|
|
215 |
|
Total other income (expense) |
|
|
202 |
|
|
|
(20 |
) |
|
|
222 |
|
The Company recorded $0.2 million of other income during the three months ended July 31, 2026, compared to other expense of $20 thousand during the three months ended July 31, 2025. This increase is driven by changes in foreign exchange rates.
11
MINDWALK HOLDINGS CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED JULY 31, 2026 AND JULY 31, 2025
SUMMARY OF QUARTERLY RESULTS
The following table sets out financial information for the past eight quarters, as adjusted for the accounting policy change for discontinued operations as discussed in Note 2:
|
|
Three Months Ended ($) |
|
|||||||||||||
(in thousands, except share data) |
|
July 31, |
|
|
April 30, |
|
|
January 31, |
|
|
October 31, |
|
||||
Total revenue |
|
|
3,834 |
|
|
|
4,115 |
|
|
|
4,158 |
|
|
|
4,124 |
|
Cost of sales |
|
|
1,588 |
|
|
|
1,620 |
|
|
|
1,694 |
|
|
|
1,462 |
|
Gross profit |
|
|
2,246 |
|
|
|
2,495 |
|
|
|
2,464 |
|
|
|
2,662 |
|
Operating expenses |
|
|
8,375 |
|
|
|
6,824 |
|
|
|
6,138 |
|
|
|
5,437 |
|
Other income (expenses) |
|
|
202 |
|
|
|
98 |
|
|
|
(274 |
) |
|
|
(419 |
) |
Income taxes |
|
|
158 |
|
|
|
(366 |
) |
|
|
(18 |
) |
|
|
25 |
|
Net loss from continuing operations |
|
|
(6,085 |
) |
|
|
(3,865 |
) |
|
|
(3,930 |
) |
|
|
(3,219 |
) |
Net income from discontinued operations |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
24 |
|
Net loss |
|
|
(6,085 |
) |
|
|
(3,865 |
) |
|
|
(3,930 |
) |
|
|
(3,195 |
) |
Basic and diluted loss per share* |
|
|
(0.13 |
) |
|
|
(0.09 |
) |
|
|
(0.08 |
) |
|
|
(0.07 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
Three Months Ended ($) |
|
|||||||||||||
(in thousands, except share data) |
|
July 31, |
|
|
April 30, |
|
|
January 31, |
|
|
October 31, |
|
||||
Total revenue |
|
|
3,161 |
|
|
|
2,746 |
|
|
|
2,728 |
|
|
|
2,679 |
|
Cost of sales |
|
|
1,634 |
|
|
|
1,155 |
|
|
|
967 |
|
|
|
1,310 |
|
Gross profit |
|
|
1,527 |
|
|
|
1,591 |
|
|
|
1,761 |
|
|
|
1,369 |
|
Operating expenses |
|
|
5,686 |
|
|
|
4,713 |
|
|
|
26,620 |
|
|
|
5,424 |
|
Other income (expenses) |
|
|
(20 |
) |
|
|
(390 |
) |
|
|
(106 |
) |
|
|
(224 |
) |
Income taxes |
|
|
(91 |
) |
|
|
(75 |
) |
|
|
(3,013 |
) |
|
|
(731 |
) |
Net loss from continuing operations |
|
|
(4,088 |
) |
|
|
(3,437 |
) |
|
|
(21,952 |
) |
|
|
(3,548 |
) |
Net income from discontinued operations |
|
|
1,129 |
|
|
|
1,276 |
|
|
|
431 |
|
|
|
995 |
|
Net loss |
|
|
(2,959 |
) |
|
|
(2,161 |
) |
|
|
(21,521 |
) |
|
|
(2,553 |
) |
Basic and diluted loss per share* |
|
|
(0.07 |
) |
|
|
(0.05 |
) |
|
|
(0.66 |
) |
|
|
(0.09 |
) |
* Because of the net loss, basic and diluted loss per share are the same given potential dilutive common shares are excluded from the computation as their effect would be anti-dilutive.
Revenue
The Company achieved revenue of $3.8 million during the three months ended July 31, 2026, an increase of 21.3% from the same period in the previous year, reflecting an increase in project revenue partially offset by decreases in project revenue and cryostorage revenue.
Gross Profit
The Company recorded a gross profit margin of 59% during the three months ended July 31, 2026, compared to 48% during the three months ended July 31, 2025. The increase in gross profit margin during the period ended July 31, 2026 was primarily attributable to the increase in project revenues while maintaining relatively flat year over year cost of sales.
12
MINDWALK HOLDINGS CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED JULY 31, 2026 AND JULY 31, 2025
Operating Expense
Operating expenses increased for the three months ended July 31, 2026 as compared to the prior year period. Research and development expenses increased primarily due to salaries and benefits. Sales and marketing increased due to salaries and advertising related to digital programs. General and administrative expenses increased primarily due to salaries and share based payments.
Other Income (Expense)
Other income (expense) is primarily influenced by unrealized foreign exchange gains or losses stemming from contractual and cash holdings denominated in euros or U.S. dollars. This component can vary from quarter to quarter, transitioning between gains and losses due to fluctuations in foreign currency exchange rates.
During the three-month period ended July 31, 2026 and 2025, the Company recorded nil and $6 thousand, respectively in grant income from VLAIO (Flanders Innovation & Entrepreneurship), the research fund of the Flemish regional government in Belgium.
13
MINDWALK HOLDINGS CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED JULY 31, 2026 AND JULY 31, 2025
NON-IFRS MEASURES
The following are non-IFRS financial measures. Investors are cautioned not to place undue reliance on these measures and should read all IFRS accounting disclosures in the condensed interim consolidated financial statements and accompanying notes for the three months ended July 31, 2026 and 2025.
The Company uses adjusted EBITDA and adjusted operating expenses as supplemental indicators of its financial and operating performance. The Company believes these measures may assist in evaluating period-to-period trends; however, they are not measures of financial performance, liquidity or cash flows under IFRS, should not be considered in isolation or as a substitute for IFRS measures, and may not be comparable to similarly titled measures used by other companies.
The Company defines adjusted EBITDA as net loss before income taxes, amortization and depreciation, foreign exchange realized loss (gain), interest expense, interest, accretion and other income (expense), unrealized foreign exchange loss (gain), share-based payments and asset impairment charges. The Company presents adjusted EBITDA on a basis consistent with its internal management reports. The most directly comparable IFRS measure to adjusted EBITDA is net loss.
The Company defines adjusted operating expenses as operating expenses before amortization and depreciation, foreign exchange loss (gain), interest expense, share-based payments and asset impairment charges. The Company presents adjusted operating expenses on a basis consistent with its internal management reports. The most directly comparable IFRS measure to adjusted operating expenses is operating expenses.
The non-IFRS measures are reconciled to reported IFRS figures in the tables below for continuing operations:
|
|
Three months ended |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Net loss |
|
|
(6,085 |
) |
|
|
(4,088 |
) |
Income taxes |
|
|
158 |
|
|
|
(91 |
) |
Amortization and depreciation |
|
|
266 |
|
|
|
201 |
|
Foreign exchange realized loss |
|
|
(23 |
) |
|
|
136 |
|
Interest expense |
|
|
55 |
|
|
|
59 |
|
Interest, accretion and other income |
|
|
(18 |
) |
|
|
(5 |
) |
Unrealized foreign exchange loss |
|
|
(184 |
) |
|
|
31 |
|
Share-based payments |
|
|
740 |
|
|
|
55 |
|
Adjusted EBITDA |
|
|
(5,091 |
) |
|
|
(3,702 |
) |
|
|
Three months ended |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Operating expenses |
|
|
(8,375 |
) |
|
|
(5,686 |
) |
Amortization and depreciation |
|
|
95 |
|
|
|
(602 |
) |
Foreign exchange loss |
|
|
(23 |
) |
|
|
136 |
|
Interest expense |
|
|
55 |
|
|
|
59 |
|
Share-based payments |
|
|
740 |
|
|
|
55 |
|
Adjusted Operating Expenses |
|
|
(7,508 |
) |
|
|
(6,038 |
) |
14
MINDWALK HOLDINGS CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED JULY 31, 2026 AND JULY 31, 2025
LIQUIDITY AND CAPITAL RESOURCES
The Company’s objectives when managing capital are to ensure sufficient liquidity for operations and adequate funding for growth and capital expenditures while maintaining an efficient balance between debt and equity. The capital structure of the Company consists of shareholders’ equity.
The Company adjusts its capital structure upon approval from its Board of Directors, considering economic conditions and the Company’s working capital requirements. There were no changes in the Company’s approach to capital management during the year. The Company is not subject to any externally imposed capital requirements.
As of July 31, 2026, the Company held cash of $7.6 million (April 30, 2025 – $11.3 million). During the three months ended July 31, 2026, the cash used in operating activities was $4.0 million. As part of the investing activities, the Company made property and equipment purchases of $0.1 million. As part of the financing activities, the Company incurred lease repayments of $0.2 million.
The consideration paid for the acquisition of BioStrand includes contingent earnout payments based on 20% of the adjusted EBITDA of BioStrand BV, as defined in the purchase agreement, over a 7-year period ending April 30, 2029, which shall not exceed in total €12.0 million. As of July 31, 2026, no amount has been earned or paid on the Company's contingent earnout related to the BioStrand acquisition.
Based on our current cash reserves, historical net losses, cash used in operating activities, and anticipated cash requirements, we do not believe we have sufficient liquidity to fund our planned operations for at least one year from the date our financial statements are available to be issued. These conditions raise substantial doubt about our ability to continue as a going concern, and our ability to continue as a going concern depends on our ability to obtain additional financing and generate sufficient revenues.
We have historically incurred net losses. There is no assurance that sufficient revenues will be generated in the near future. To the
extent that we have negative operating cash flows in future periods, we may need to deploy a portion of our existing working capital to
fund such negative cash flows. We may need to raise additional funds through issuances of Common Shares or through loan financing.
There is no assurance that additional capital or other types of financing will be available if needed or that these financings will be on
terms at least as favorable to us as those previously obtained, or at all. If we are unable to obtain additional financing from outside
sources and eventually generate enough revenues, we may be forced to sell a portion or all of our assets or curtail or discontinue our
operations
On August 6, 2025, the Company completed the sale of its IPA Europe B.V. to AVS Bio, a portfolio company of Arlington Capital Partners for total enterprise value of $12.0 million USD. The transaction generated $10.3 million USD in net proceeds. The divestiture included the sale of the net assets of IPA Europe B.V., including the Oss and Utrecht locations. The impact of this transaction is reflected in the Company’s consolidated financial statements for the fiscal year ending April 30, 2026.
CAPITAL EXPENDITURES
The Company made property and equipment purchases of $0.1 million during the three months ended July 31, 2026 (2025 - $0.3 million).
15
MINDWALK HOLDINGS CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED JULY 31, 2026 AND JULY 31, 2025
OUTSTANDING SHARE AND EQUITY AWARD DATA
The Company’s outstanding share information as of September 12, 2026 is as follows:
Security |
|
Number |
|
Exercise Price/Fair Value |
|
|
Expiry date |
|||
Issued and outstanding common shares |
|
|
47,111,668 |
|
|
NA |
|
|
NA |
|
Restricted stock units(1) |
|
|
14,056 |
|
|
$ |
2.80 |
|
|
NA |
Restricted stock units(2) |
|
|
562,500 |
|
|
$ |
2.81 |
|
|
NA |
Restricted stock units(3) |
|
|
410,000 |
|
|
$ |
2.28 |
|
|
NA |
Restricted stock units(3) |
|
|
23,000 |
|
|
$ |
2.28 |
|
|
NA |
Restricted stock units(4) |
|
|
72,000 |
|
|
$ |
2.51 |
|
|
NA |
Restricted stock units(3) |
|
|
700,000 |
|
|
$ |
2.28 |
|
|
NA |
Stock options |
|
|
169,000 |
|
|
$ |
7.94 |
|
|
January 7, 2027 |
Stock options |
|
|
16,000 |
|
|
$ |
8.30 |
|
|
January 13, 2027 |
Stock options |
|
|
56,000 |
|
|
$ |
5.79 |
|
|
May 15, 2027 |
Stock options(5) |
|
|
431,452 |
|
|
$ |
5.76 |
|
|
February 19, 2028 |
Stock options(6) |
|
|
60,000 |
|
|
$ |
2.08 |
|
|
January 19, 2029 |
Stock options(7) |
|
|
8,000 |
|
|
$ |
2.07 |
|
|
January 4, 2033 |
Stock options(7) |
|
|
4,000 |
|
|
$ |
2.07 |
|
|
May 8, 2033 |
Stock options(7) |
|
|
8,000 |
|
|
$ |
2.07 |
|
|
June 11, 2033 |
Stock options(7) |
|
|
4,000 |
|
|
$ |
2.07 |
|
|
August 8, 2033 |
Stock options(7) |
|
|
8,000 |
|
|
$ |
2.07 |
|
|
November 13, 2033 |
Stock options(7) |
|
|
8,000 |
|
|
$ |
2.07 |
|
|
February 19, 2034 |
Stock options(8) |
|
|
490,000 |
|
|
$ |
1.21 |
|
|
August 2, 2034 |
Warrants(9) |
|
|
56,650 |
|
|
$ |
1.40 |
|
|
December 8, 2028 |
Total |
|
|
50,212,326 |
|
|
|
|
|
|
|
OFF-BALANCE SHEET ARRANGEMENTS
The Company does not utilize off-balance sheet arrangements.
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS
The preparation of the consolidated financial statements in conformity with IFRS requires estimates and judgments that affect the amounts reported in the financial statements. Actual results could differ from these estimates and judgments. Estimates are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised. Estimates and judgments
16
MINDWALK HOLDINGS CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED JULY 31, 2026 AND JULY 31, 2025
applied in preparation of the consolidated financial statements are the same as those presented in the Company’s audited annual financial statements for the year ended April 30, 2026.
ADOPTION OF NEW ACCOUNTING STANDARDS
Standards adopted
Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments
These amendments clarify the requirements for the timing of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion; add new disclosures for certain instruments with contractual terms that can change cash flows (such as some instruments with features linked to the achievement of environmental, social and governance (ESG) targets); and make updates to the disclosures for equity instruments designated at Fair Value through Other Comprehensive Income (FVOCI). This amendment did not have a significant impact to the financial statements.
Standards not yet adopted
IFRS 18 - Presentation and Disclosure in Financial Statements
The new requirements introduced in IFRS 18 will help to achieve comparability of the financial performance of similar entities, especially related to how ‘operating profit or loss’ is defined. The new disclosures required for some management-defined performance measures will also enhance transparency. The Company is currently evaluating the impact of this standard to the financial statements.
This new standard is effective for reporting periods beginning on or after January 1, 2027.
DISCLOSURE CONTROLS AND PROCEDURES
The Chief Executive Officer (“CEO”) and the Chief Financial Officer (“ICFO”) have designed disclosure controls and procedures or have caused them to be designed under their supervision. Such procedures are designed to ensure that material information relating to the Company and its consolidated subsidiaries is made known to the CEO and ICFO by others within the Company, and such disclosure controls and procedures were established in order to provide reasonable assurance that:
Our management, with the participation of our CEO and CFO, have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the United States Securities and Exchange Act of 1934, as amended, or the Exchange Act), as of the period ended July 31, 2026, the end of the period covered by this interim report. Based on such evaluation, our CEO and CFO have identified and concluded that, as of such date, our disclosure controls and procedures were not effective because of a material weakness in our internal control over financial reporting as described below. As of July 31, 2026, this material weakness remains unremediated.
Material Weakness
17
MINDWALK HOLDINGS CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED JULY 31, 2026 AND JULY 31, 2025
Management identified the following material weakness in internal control over financial reporting in the prior year, which continues to exist at July 31, 2026:
Management concluded that we did not have sufficient resources to assist in identifying, evaluating and addressing complex technical accounting issues that affect our consolidated financial statements on a timely basis.
Ongoing Remediation Efforts to Address the Identified Material Weakness
Management, with oversight from the Audit Committee of our Board of Directors, is taking steps to remediate the control deficiencies thatresulted in the material weakness described above by designing and implementing remediation measures intended to address the material weakness as of April 30, 2026, by implementing subject matter expert reviews to our internal control over financial reporting. The remediation measures intended to correct the material weakness includes engaging with expert and subject matter consultants on such complex accounting issues that may arise, as well as providing additional in-house training to personnel to support internal controls over financial reporting. With these additional measures, we intend to enhance our technical accounting expertise within the Company to better identify and address complex technical accounting issues if and when they arise.
As we continue to evaluate and work to improve our internal control over financial reporting, management may determine to take additional measures to strengthen controls or to modify the remediation plan described above. When operational, we believe the controls we have designed or plan to design will remediate the control deficiency that has led to the material weakness that we have identified. The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.
Changes in internal control
We are working towards implementing processes and procedures to address the material weakness noted above. Other than changes in personnel, there were no changes in our internal control over financial reporting identified in management’s evaluation during the three-month period ended July 31, 2026, that materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
In connection with National Instrument 52-109 - Certificate of Disclosure in Issuer’s Annual and Interim Filings, the CEO and CFO of the Company has filed a 52-109F2 Certificate of Interim Filings, Full Certificate relating to the establishment and maintenance of disclosure controls and procedures and internal controls over financial reporting with respect to the financial information contained in the unaudited condensed interim consolidated financial statements for the three months ended July 31, 2026 and this accompanying MD&A.
For further information, the reader should refer to the Company’s Certificate of Interim Filings and the Annual Filings on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov/edgar.
FINANCIAL INSTRUMENTS
The Company’s financial instruments include cash, amounts receivable, restricted cash, investment, accounts payable and accrued liabilities, deferred acquisition payments, and leases. The fair value of investment is determined based on “Level 3” inputs which consist of unobservable inputs to the valuation methodology used. As of July 31, 2026, the Company believes the carrying values of cash, amounts receivable, restricted cash, accounts payable and accrued liabilities, and deferred payments approximate their fair values because of their nature and relatively short maturity dates or durations.
RISKS AND UNCERTAINTIES
There are numerous and varied risks, known and unknown, that may prevent the Company from achieving its goals. A detailed description of the risks and uncertainties pertaining to the Company’s operations can be found in the Company’s Annual Report on
18
MINDWALK HOLDINGS CORP.
MANAGEMENT DISCUSSION AND ANALYSIS
FOR THE THREE MONTHS ENDED JULY 31, 2026 AND JULY 31, 2025
Form 20-F for the fiscal year ended April 30, 2026. The Company is not aware of any material changes to the risks and uncertainties disclosed at that time, except for the liquidity and going-concern uncertainties described under “Liquidity and Capital Resources” in this MD&A.
The Company’s Annual Report on Form 20-F can be found on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov/edgar.
FURTHER INFORMATION:
Additional information relating to the Company can be found on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov/edgar.
19
Exhibit 99.2
MINDWALK HOLDINGS CORP.
CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2026 and 2025
(Unaudited - Expressed in Canadian Dollars)
|
|
|
MINDWALK HOLDINGS CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
(Unaudited - Expressed in Canadian dollars)
(in thousands) |
|
Note |
|
July 31, |
|
|
April 30, |
|
||
ASSETS |
|
|
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
|
|
|
||
Cash |
|
|
|
|
|
|
|
|
||
Amounts receivable, net |
|
|
|
|
|
|
|
|
||
Taxes receivable |
|
|
|
|
|
|
|
|
||
Inventory |
|
|
|
|
|
|
|
|
||
Unbilled revenue |
|
|
|
|
|
|
|
|
||
Prepaid expenses |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Restricted cash |
|
|
|
|
|
|
|
|
||
Deposit on equipment |
|
|
|
|
|
|
|
|
||
Property and equipment |
|
5, 7 |
|
|
|
|
|
|
||
Deferred tax asset |
|
|
|
|
|
|
|
|
||
Total assets |
|
|
|
|
|
|
|
|
||
LIABILITIES |
|
|
|
|
|
|
|
|
||
Current liabilities |
|
|
|
|
|
|
|
|
||
Accounts payable and accrued liabilities |
|
9 |
|
|
|
|
|
|
||
Deferred revenue |
|
|
|
|
|
|
|
|
||
Income taxes payable |
|
2 |
|
|
|
|
|
|
||
Leases |
|
7 |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Leases |
|
7 |
|
|
|
|
|
|
||
Deferred income tax liability |
|
2 |
|
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
|
|
|
||
SHAREHOLDERS' EQUITY |
|
|
|
|
|
|
|
|
||
Share capital |
|
8 |
|
|
|
|
|
|
||
Contributed surplus |
|
8 |
|
|
|
|
|
|
||
Accumulated other comprehensive income |
|
|
|
|
|
|
|
|
||
Accumulated deficit |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
||
Total liabilities and shareholders’ equity |
|
|
|
|
|
|
|
|
||
Approved and authorized on behalf of the Board of Directors on September 14, 2026
“Dirk Witters” Director “Jon Lieber” Director
The accompanying notes are an integral part of these condensed interim consolidated financial statements
2
MINDWALK HOLDINGS CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited - Expressed in Canadian dollars)
|
|
|
|
Three months ended July 31, |
|
|||||
(in thousands, except share data) |
|
Note |
|
2026 |
|
|
2025 |
|
||
REVENUE |
|
|
|
|
|
|
|
|
||
COST OF SALES |
|
|
|
|
|
|
|
|
||
GROSS PROFIT |
|
|
|
|
|
|
|
|
||
EXPENSES |
|
|
|
|
|
|
|
|
||
Research and development |
|
|
|
|
|
|
|
|
||
Sales and marketing |
|
|
|
|
|
|
|
|
||
General and administrative |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Loss before other income (expenses) and income taxes |
|
|
|
|
( |
) |
|
|
( |
) |
OTHER INCOME (EXPENSES) |
|
|
|
|
|
|
|
|
||
Grant income |
|
12 |
|
|
|
|
|
|
||
Interest, accretion and other income |
|
|
|
|
|
|
|
|
||
Unrealized foreign exchange loss |
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
( |
) |
|
Loss before income taxes and discontinued operations |
|
|
|
|
( |
) |
|
|
( |
) |
Income taxes |
|
2 |
|
|
( |
) |
|
|
|
|
NET LOSS FROM CONTINUING OPERATIONS |
|
|
|
|
( |
) |
|
|
( |
) |
NET INCOME FROM DISCONTINUED OPERATIONS |
|
2 |
|
|
|
|
|
|
||
NET LOSS FOR THE PERIOD |
|
|
|
|
( |
) |
|
|
( |
) |
OTHER COMPREHENSIVE INCOME (LOSS) |
|
|
|
|
|
|
|
|
||
Items that will be reclassified subsequently to loss |
|
|||||||||
Exchange difference on translating foreign operations |
|
|
( |
) |
|
|
|
|||
COMPREHENSIVE LOSS FOR THE PERIOD |
|
|
|
|
( |
) |
|
|
( |
) |
LOSS PER SHARE FROM CONTINUING OPERATIONS– BASIC AND DILUTED |
|
|
|
|
( |
) |
|
|
( |
) |
INCOME PER SHARE FROM DISCONTINUED OPERATIONS– BASIC AND DILUTED |
|
|
|
|
|
|
|
|
||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING |
|
|
|
|
|
|
||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements
3
MINDWALK HOLDINGS CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited - Expressed in Canadian dollars)
(in thousands, except share data) |
|
Number of |
|
|
Share Capital |
|
|
Contributed |
|
|
Accumulated |
|
|
Accumulated |
|
|
Total |
|
||||||
Balance, April 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Shares issued pursuant to ATM, net of issuance costs |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
Share-based expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Comprehensive loss for the period |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
Balance, July 31, 2025 (Note 2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance, April 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Shares issued pursuant to ATM, net of issuance costs |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
|
|||
Shares issued pursuant to RSU vesting |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Share-based expense |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Comprehensive loss for the period |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance, July 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
The accompanying notes are an integral part of these condensed interim consolidated financial statements
4
MINDWALK HOLDINGS CORP.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - Expressed in Canadian dollars)
|
|
|
|
Three months ended July 31, |
|
|||||
(in thousands) |
|
Note |
|
2026 |
|
|
2025 |
|
||
Operating activities: |
|
|
|
|
|
|
(Note 2) |
|
||
Net loss for the period |
|
|
|
|
( |
) |
|
|
( |
) |
Items not affecting cash: |
|
|
|
|
|
|
|
|
||
Amortization and depreciation |
|
5, 6 |
|
|
|
|
|
|
||
Foreign exchange |
|
|
|
|
( |
) |
|
|
|
|
Share-based expense |
|
8, 9 |
|
|
|
|
|
|
||
|
|
|
|
|
( |
) |
|
|
( |
) |
Changes in non-cash working capital related to operations: |
|
|
|
|
|
|
|
|
||
Amounts receivable |
|
|
|
|
|
|
|
( |
) |
|
Inventory |
|
|
|
|
( |
) |
|
|
( |
) |
Unbilled revenue |
|
|
|
|
( |
) |
|
|
( |
) |
Prepaid expenses |
|
|
|
|
|
|
|
( |
) |
|
Accounts payable and accrued liabilities |
|
9 |
|
|
|
|
|
( |
) |
|
Sales and income taxes payable and receivable |
|
|
|
|
|
|
|
|
||
Deferred revenue |
|
|
|
|
( |
) |
|
|
|
|
Net cash used in operating activities |
|
|
|
|
( |
) |
|
|
( |
) |
Investing activities: |
|
|
|
|
|
|
|
|
||
Purchase of property and equipment |
|
5 |
|
|
( |
) |
|
|
( |
) |
Deferred acquisition payments |
|
|
|
|
|
|
|
( |
) |
|
Net cash used in investing activities |
|
|
|
|
( |
) |
|
|
( |
) |
Financing activities: |
|
|
|
|
|
|
|
|
||
Proceeds on share issuance, net of transaction costs |
|
8 |
|
|
|
|
|
( |
) |
|
Repayment of leases |
|
7 |
|
|
( |
) |
|
|
( |
) |
Net cash used in financing activities |
|
|
|
|
|
|
|
( |
) |
|
Increase (decrease) in cash during the period |
|
|
|
|
( |
) |
|
|
( |
) |
Cash included in asset held for sale |
|
|
|
|
|
|
|
( |
) |
|
Foreign exchange |
|
|
|
|
|
|
|
|
||
Cash – beginning of the period |
|
|
|
|
|
|
|
|
||
Cash – end of the period |
|
|
|
|
|
|
|
|
||
Cash is comprised of: |
|
|
|
|
|
|
|
|
||
Cash |
|
|
|
|
|
|
|
|
||
Restricted cash |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Cash paid for interest |
|
|
|
|
|
|
|
|
||
Cash paid for income tax |
|
|
|
|
|
|
|
|
||
Cash from discontinued operations: |
|
|
|
|
|
|
|
|
||
Net cash used in operating activities |
|
|
|
|
|
|
|
|
||
Net cash used in investing activities |
|
|
|
|
|
|
|
( |
) |
|
Net cash used in financing activities |
|
|
|
|
|
|
|
( |
) |
|
Supplemental cash flow information (Note 15)
The accompanying notes are an integral part of these condensed interim consolidated financial statements
5
MINDWALK HOLDINGS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars)
MindWalk Holdings Corp. (the "Company" or “MindWalk”) was incorporated under the laws of Alberta on November 22, 1983 before continuing into British Columbia on September 2, 2016. The Company is listed on the Nasdaq Capital Market (“Nasdaq”) under the trading symbol “HYFT.” The Company changed its corporate name from ImmunoPrecise Antibodies Ltd. to MindWalk Holdings Corp. on September 3, 2025. The Company is a supplier of custom antibody discovery services. The address of the Company's corporate office is Industrious 823 Congress Ave Suite 300 Austin, Texas 78701, United States.
Going concern basis
The condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern. The Company has incurred operating losses since its inception, including $
These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). They are condensed as they do not include all of the information required for full annual financial statements, and they should be read in conjunction with the audited annual consolidated financial statements ("annual consolidated financial statements") of the Company for the year ended April 30, 2026 which are available on SEDAR at www.sedarplus.ca and with the SEC at www.sec.gov.
Certain items have been reclassified in the prior year financial statements to conform to the presentation and classification used in the current year and for discontinued operations. These reclassifications had no effect on the Company's consolidated operating results, financial position or cash flows.
These condensed interim consolidated financial statements were approved by the Company's Board of Directors on September 14, 2026.
These condensed interim consolidated financial statements have been prepared on the historical cost basis. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cashflow information.
6
MINDWALK HOLDINGS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars)
These condensed interim consolidated financial statements include the financial statements of the Company and the following subsidiaries, using their historical names, which are wholly owned and subject to control by the Company:
Name of Subsidiary |
|
% Equity |
|
Country of |
|
Functional Currency |
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
||||
|
|
|
Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with an entity and has the ability to affect those returns through its power over the investee. Subsidiaries are fully consolidated from the date on which control is obtained and continue to be consolidated until the date that such control ceases. Intercompany balances, transactions and unrealized intercompany gains and losses are eliminated upon consolidation.
The functional currency of a company is the currency of the primary economic environment in which the company operates. The presentation currency for a company is the currency in which the company chooses to present its financial statements. The presentation currency of the Company is the Canadian dollar.
Foreign currency translation
Entities whose functional currencies differ from the presentation currency are translated into Canadian dollars as follows: assets and liabilities – at the closing rate as at the reporting date, and income and expenses – at the average rate of the period. All resulting changes are recognized in other comprehensive income as cumulative translation differences.
Foreign currency transactions
Transactions in foreign currencies are translated into the functional currency at exchange rates at the date of the transactions. Foreign currency monetary assets and liabilities are translated at the functional currency exchange rate at the reporting date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. All gains and losses on translation of these foreign currency transactions are included in profit or loss.
When the Company disposes of its entire interest in a foreign operation, or loses control, joint control, or significant influence over a foreign operation, the foreign currency gains or losses accumulated in other comprehensive income related to the foreign operation are recognized in profit or loss. If an entity disposes of part of an interest in a foreign operation which remains a subsidiary, a proportionate amount of foreign currency gains or losses accumulated in other comprehensive income related to the subsidiary are reallocated between controlling and non-controlling interests.
7
MINDWALK HOLDINGS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars)
The following table summarizes the major classes of line items included in income from discontinued operations, net of tax, as a result of the divestiture of IPA Europe and reclassification to discontinued operations:
|
|
Three months ended July 31, |
|
|||||
(in thousands, except share data) |
|
2026 |
|
|
2025 |
|
||
REVENUE |
|
|
|
|
|
|
||
COST OF SALES |
|
|
|
|
|
|
||
GROSS PROFIT |
|
|
|
|
|
|
||
EXPENSES |
|
|
|
|
|
|
||
Research and development |
|
|
|
|
|
|
||
Sales and marketing |
|
|
|
|
|
|
||
General and administrative |
|
|
|
|
|
|
||
Amortization of intangible assets |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Income before other income (expenses) and income taxes |
|
|
|
|
|
|
||
OTHER INCOME (EXPENSES) |
|
|
|
|
|
|
||
Grant income |
|
|
|
|
|
|
||
Interest, accretion and other income |
|
|
|
|
|
|
||
Unrealized foreign exchange loss |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
||
Income before income taxes |
|
|
|
|
|
|
||
Income taxes |
|
|
|
|
|
( |
) |
|
NET INCOME FROM DISCONTINUED OPERATIONS |
|
|
|
|
|
|
||
Standards adopted
Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments
These amendments clarify the requirements for the timing of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion; add new disclosures for certain instruments with contractual terms that can change cash flows (such as some instruments with features linked to the achievement of environment, social and governance (ESG) targets); and make updates to the disclosures for equity instruments designated at Fair Value through Other Comprehensive Income (FVOCI). This amendment did not have a significant impact to the financial statements.
Standards not yet adopted
IFRS 18 - Presentation and Disclosure in Financial Statements
The new requirements introduced in IFRS 18 will help to achieve comparability of the financial performance of similar entities, especially related to how ‘operating profit or loss’ is defined. The new disclosures required for some management-defined performance measures will also enhance transparency. The Company is currently evaluating the impact of this standard to the financial statements.
This new standard is effective for reporting periods beginning on or after January 1, 2027.
8
MINDWALK HOLDINGS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars)
The preparation of the condensed interim consolidated financial statements in conformity with IFRS required estimates and judgments that affect the amounts reported in the financial statements. Actual results could differ from these estimates and judgments. Estimates are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised. Estimates and judgments applied in the preparation of the condensed interim consolidated financial statements are the same as those presented in the Company’s audited annual financial statements for the year ended April 30, 2026.
9
MINDWALK HOLDINGS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars)
The table below includes both property and equipment and right-of-use assets.
(in thousands) |
|
Computer |
|
|
Furniture & |
|
|
Building |
|
|
Automobile |
|
|
Leasehold |
|
|
Lab |
|
|
WIP - |
|
|
Total |
|
||||||||
Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance, April 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Discontinued operations |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Disposals |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Foreign exchange |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
||||||
Balance, April 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Additions |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Disposals |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Foreign exchange |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance, July 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Accumulated Depreciation: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance, April 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Discontinued operations |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Disposals |
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|||||
Foreign exchange |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Balance, April 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Disposals |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
||||||
Foreign exchange |
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance, July 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net Book Value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
April 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
July 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
10
MINDWALK HOLDINGS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars)
Changes in the value of the intangible assets during the three months ended July 31, 2026, and the year ended April 30, 2026, are as follows:
(in thousands) |
|
Internally |
|
|
Intellectual |
|
|
Proprietary |
|
|
Certifications |
|
|
Total |
|
|||||
Cost: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance, April 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Discontinued operations |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Foreign exchange |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance, April 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign exchange |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance, July 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Accumulated Amortization: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance, April 30, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Discontinued operations |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Foreign exchange |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance, April 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Foreign exchange |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance, July 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net Book Value: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
April 30, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
July 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
11
MINDWALK HOLDINGS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars)
The Company has leases for lab and office space and automobiles. Each lease is reflected in the consolidated statement of financial position as a right-of-use asset and a lease liability. The Company classifies right-of-use assets in a consistent manner to its property and equipment.
Total cash outflow for leases during the three months ended July 31, 2026, was $
(in thousands) |
|
$ |
|
|
2027 |
|
|
|
|
2028 |
|
|
|
|
2029 |
|
|
|
|
2030 |
|
|
|
|
2031 |
|
|
|
|
More than 5 years |
|
|
|
|
Total minimum lease payments |
|
|
|
|
Less: imputed interest |
|
|
( |
) |
Total present value of minimum lease payments |
|
|
|
|
Less: Current portion |
|
|
( |
) |
Non-current portion |
|
|
|
|
The nature of the Company’s leases by type of right-of-use asset as at July 31, 2026, is as follows:
Right-of-use assets
Right-of-use asset type |
|
No. of right-of-use assets leased |
|
|
Range of remaining term |
|
Average remaining lease term |
|
No. of leases with extension options |
|
|
No. of leases with options to purchase |
|
|
No. of leases with variable payments linked to an index |
|
|
No. of leases with termination options |
|
|||||
Lab and office facilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Lab equipment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Automobiles |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Lease payments not recognized as a liability
The Company has elected not to recognize a lease liability for leases with an expected term of 12 months or less. Additionally, certain variable lease payments are not permitted to be recognized as lease liabilities and are recognized in profit and loss as incurred.
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Leases of low value assets |
|
|
|
|
|
|
||
Variable lease payments |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
12
MINDWALK HOLDINGS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars)
Unlimited common shares without par value.
2026 Transactions
On November 7, 2025, the Company established an at-the-market equity offering facility ("Jones ATM Facility") with JonesTrading Institutional Services, LLC ("Jones" or the "Agent"). The Company is entitled, at its discretion and from time-to-time during the term of the Sales Agreement, to sell, common shares of the Company through the Agent. On November 7, 2025, in connection with the Jones ATM Facility, the Company filed a prospectus supplement permitting the sales of common shares having an aggregate gross sales price of up to U.S.$
During the year ended April 30, 2026,
2027 Transactions
During the three months ended July 31, 2026,
13
MINDWALK HOLDINGS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars)
During the three months ended July 31, 2026, the Company recorded $
The changes in the stock options for the three months ended July 31, 2026, and the year ended April 30, 2026, are as follows:
|
|
Number of |
|
|
Weighted |
|
|
Weighted |
|
|||
Balance, April 30, 2025 (outstanding) |
|
|
|
|
|
|
|
|
|
|||
Expired |
|
|
( |
) |
|
|
|
|
|
— |
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
|
— |
|
|
Balance, April 30, 2026 (outstanding) |
|
|
|
|
|
|
|
|
|
|||
Expired |
|
|
( |
) |
|
|
|
|
|
— |
|
|
Balance, July 31, 2026 (outstanding) |
|
|
|
|
|
|
|
|
|
|||
Unvested |
|
|
( |
) |
|
|
|
|
|
|
||
Exercisable, July 31, 2026 |
|
|
|
|
|
|
|
|
|
|||
Details of the options outstanding as at July 31, 2026, are as follows:
Expiry Date |
|
Exercise |
|
|
Remaining |
|
|
Options |
|
|
Unvested |
|
|
Vested |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
14
MINDWALK HOLDINGS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars)
There were no changes in the finder's warrants during the three months ended July 31, 2026.
|
|
Number of |
|
|
Weighted average |
|
|
Weighted average life |
|
|||
Balance, April 30, 2025 |
|
|
|
|
|
|
|
|
|
|||
Expired |
|
|
( |
) |
|
|
|
|
|
— |
|
|
Balance, April 30, 2026 |
|
|
|
|
|
|
|
|
|
|||
Exercised |
|
|
|
|
|
|
|
|
— |
|
||
Balance, July 31, 2026 |
|
|
|
|
|
|
|
|
|
|||
Details of the finder's warrants outstanding as at July 31, 2026 are as follows:
Expiry Date |
|
Exercise price |
|
|
Remaining life |
|
|
Warrants |
|
|||
|
|
|
|
|
|
|
|
|
||||
The following table summarizes the activity related to the Company's RSUs for the three months ended July 31, 2026 and the year ended April 30, 2026. For purposes of this table, vested RSUs represent the shares for which the service condition had been fulfilled as of July 31, 2026:
|
|
Number of |
|
|
Weighted |
|
||
Balance, April 30, 2025 |
|
|
|
|
|
|
||
Granted |
|
|
|
|
|
|
||
Issued |
|
|
( |
) |
|
|
|
|
Forfeited |
|
|
( |
) |
|
|
|
|
Balance, April 30, 2026 |
|
|
|
|
|
|
||
Granted |
|
|
|
|
|
|
||
Issued |
|
|
( |
) |
|
|
|
|
Balance, July 31, 2026 (outstanding) |
|
|
|
|
|
|
||
Unvested |
|
|
( |
) |
|
|
|
|
Vested and outstanding, July 31, 2026 |
|
|
|
|
|
|
||
During the three months ended July 31, 2026, in the $
15
MINDWALK HOLDINGS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars)
Expenses recognized for employee benefits for the three months ended July 31, 2026, and 2025 are detailed below:
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Wages, salaries |
|
|
|
|
|
|
||
Employee benefits |
|
|
|
|
|
|
||
Payroll taxes |
|
|
|
|
|
|
||
Share-based payments |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. Key management consists of Dr. Jennifer Bath, President and CEO; R. Scott Areglado, CFO; Joseph Scheffler, former Interim CFO; Thomas Lynch, CBO; Dr. Ilse Roodink, former Chief Scientific Officer.
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Salaries and other short-term benefits |
|
|
|
|
|
|
||
Share-based payments |
|
|
|
|
|
|
||
Director compensation (included in salaries) |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
At July 31, 2026, included in accounts payable and accrued liabilities is $
These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties, unless otherwise noted.
16
MINDWALK HOLDINGS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars)
The share purchase agreement related to the acquisition of MindWalk BV includes contingent earnout payments based on
As of July 31, 2026, the Company has not incurred any related earnout payments and the unpaid commitment related to the MindWalk BV earnout is €
During May 2022, the Company received a €
At July 31, 2026, and April 30, 2026, the Company had one reportable segment, being antibody discovery and related services.
The Company’s revenues are allocated to geographic regions for the three months ended July 31, 2026, and 2025 as follows:
|
|
Three months ended |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
United States of America |
|
|
|
|
|
|
||
Europe |
|
|
|
|
|
|
||
Canada |
|
|
|
|
|
|
||
Australia |
|
|
|
|
|
|
||
Other |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
The Company’s revenues are allocated according to revenue types for the three months ended July 31, 2026, and 2025 as follows:
|
|
Three months ended |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
Project revenue |
|
|
|
|
|
|
||
Product sales revenue |
|
|
|
|
|
|
||
Cryostorage revenue |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
The Company’s non-current assets are allocated to geographic regions as of July 31, 2026, and April 30, 2026 as follows:
|
|
July 31, |
|
|
April 30, |
|
||
North America - Corporate |
|
|
|
|
|
|
||
North America |
|
|
|
|
|
|
||
Belgium |
|
|
|
|
|
|
||
Netherlands |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
17
MINDWALK HOLDINGS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars)
Geographic segmentation of the Company’s net income (loss) for the three months ended July 31, 2026, and 2025 is as follows:
|
|
Three months ended |
|
|||||
(in thousands) |
|
2026 |
|
|
2025 |
|
||
North America - Corporate |
|
|
( |
) |
|
|
( |
) |
North America |
|
|
|
|
|
|
||
Belgium |
|
|
( |
) |
|
|
( |
) |
Netherlands |
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
Geographic segmentation of the interest and accretion, and amortization and depreciation for the three months ended July 31, 2026, and 2025 is as follows:
|
|
Three months ended |
|
|||||
Interest and accretion |
|
2026 |
|
|
2025 |
|
||
North America - Corporate |
|
|
|
|
|
|
||
North America |
|
|
|
|
|
|
||
Belgium |
|
|
|
|
|
|
||
Netherlands |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
|
Three months ended |
|
|||||
Amortization and depreciation |
|
2026 |
|
|
2025 |
|
||
North America - Corporate |
|
|
|
|
|
|
||
North America |
|
|
|
|
|
|
||
Belgium |
|
|
|
|
|
|
||
Netherlands |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
18
MINDWALK HOLDINGS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars)
Non-cash investing and financing transactions |
|
July 31, |
|
|
July 31, |
|
||
Addition of equipment by lease |
|
|
|
|
|
|
||
The following changes in liabilities arose from financing activities:
|
|
|
|
|
|
|
|
Non-cash changes |
|
|
|
|
||||||||||||||||
(in thousands) |
|
April 30, |
|
|
Cash Flows |
|
|
Addition |
|
|
Settlement |
|
|
Assets held |
|
|
Foreign |
|
|
July 31, |
|
|||||||
Leases |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||||
Total |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||||
|
|
|
|
|
|
|
|
Non-cash changes |
|
|
|
|
||||||||||||||||
(in thousands) |
|
April 30, |
|
|
Cash Flows |
|
|
Addition |
|
|
Settlement |
|
|
Assets held for sale |
|
|
Foreign |
|
|
July 31, |
|
|||||||
Deferred acquisition payments |
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
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Leases |
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Total |
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( |
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19
MINDWALK HOLDINGS CORP.
NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
For the three months ended July 31, 2026 and 2025
(Unaudited - Expressed in Canadian dollars)
The Company announced on September 14, 2026 that it has entered into a binding commitment with Sanabil (Cayman) for a senior unsecured revolving credit facility of up to US$30 million. The facility is intended to support MindWalk’s biologics programs, commercial expansion, working capital, and general corporate purposes.
20
Exhibit 99.3
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Jennifer Bath, Chief Executive Officer, MindWalk Holdings Corp., certify the following:
1
Date: September 14, 2026
/s/ Jennifer Bath |
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[Signature] |
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Jennifer Bath |
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Chief Executive Officer |
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2
Exhibit 99.4
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, R. Scott Areglado, Chief Financial Officer, MindWalk Holdings Corp., certify the following:
Date: September 14, 2026
/s/ R. Scott Areglado
[Signature]
R. Scott Areglado
Chief Financial Officer