STOCK TITAN

Stimcell Energetics (NASDAQ: STME) warns on going concern after Q2 loss

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
10-Q

Rhea-AI Filing Summary

Stimcell Energetics Inc. reported another quarter with no revenue and a larger loss as it continues to fund early-stage biotech development through related-party debt and stock issuance. For the quarter ended November 30, 2025, the company recorded a net loss of $309,748, bringing the six‑month loss to $575,350, up sharply from the prior year as operating expenses more than doubled. General and administrative costs surged due largely to $250,000 of investor relations services paid in shares, while research and development reached $108,344 as work resumed on redesigning the eBalance® home microcurrent device with ADM Tronics.

The balance sheet remains highly stretched, with total assets of $52,345, cash of just $46,159, and a working capital deficit of $1,542,294. Total liabilities were $1,594,639, including $708,923 in notes and advances due to related parties and $546,447 in other related‑party payables. Management discloses an accumulated deficit of $11,436,906 and explicitly states there is substantial doubt about the company’s ability to continue as a going concern without new financing.

To keep operating, Stimcell borrowed $214,248 during the six months from major shareholders and family members under unsecured credit lines bearing 10% interest, compounded monthly and payable on demand. Despite this fragile position, the company is pushing ahead with product development and a new research collaboration with the St. Boniface Hospital Albrechtsen Research Centre to study the eBalance® device’s effects on mitochondrial function in sensory neurons.

Positive

  • None.

Negative

  • Substantial going concern doubt: As of November 30, 2025, Stimcell Energetics had an accumulated deficit of $11,436,906, a working capital deficit of $1,542,294, and management explicitly states that these conditions raise substantial doubt about the company’s ability to continue as a going concern.
  • No revenue and sharply higher losses: The company reported no revenue and a six‑month net loss of $575,350, with total operating expenses increasing 186.5% year over year to $545,400, driven by higher general and administrative and research and development spending.
  • Heavy reliance on related‑party debt: Notes and advances due to related parties reached $708,923 and other related‑party payables were $546,447 as of November 30, 2025, including new borrowings of $214,248 during the six months at 10% annual interest compounded monthly and payable on demand.
  • Thin liquidity: At November 30, 2025, the company had cash of just $46,159 against current liabilities of $1,594,639, indicating very limited liquidity relative to near‑term obligations.

Insights

Going concern risk is high as losses deepen and funding relies on costly related-party debt.

Stimcell Energetics remains in a pre-revenue phase while ramping up spending on both corporate communications and product development. For the six months ended November 30, 2025, the company posted a net loss of $575,350, with operating expenses up 186.5% year over year to $545,400. A notable driver is $250,000 of investor-relations services paid in stock, alongside $108,344 in research and development to redesign the eBalance® device.

The capital structure is strained: total assets are just $52,345 against liabilities of $1,594,639, producing a working capital deficit of $1,542,294. Related-party notes and advances total $708,923, much of it at 10% interest compounded monthly and payable on demand, and other related-party payables add another $546,447. Management reports an accumulated deficit of $11,436,906 and explicitly states that these conditions raise substantial doubt about the ability to continue as a going concern.

During the six-month period, operating cash burn of $182,280 was effectively covered by $214,248 in new borrowings from major shareholders and family members, leaving period-end cash of only $46,159. The strategy hinges on continued insider support while pushing the eBalance® redesign and a new three‑month research project at St. Boniface Hospital Albrechtsen Research Centre. Actual long-term outcomes will depend on future financing arrangements and whether development efforts translate into commercial traction.

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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 November 30, 2025

 

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)

 

Nevada

 

38-3939625

(State or other jurisdiction of

 

(I.R.S. Employer

incorporation or organization)

 

Identification No.)

 

1130 Pender Street, West, Suite 555

Vancouver, British Columbia

 

V6E 4A4

(Address of principal executive offices)

 

(Zip code)

 

(844) 238-2692

(Registrant’s telephone number, including area code)

 

1130 Pender Street, West, Suite 820, Vancouver, British Columbia V6E 4A4

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

 

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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).  Yes  No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer 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.

 

Large accelerated filer  

 

Accelerated filer  

Non-accelerated filer  

 

Smaller Reporting Company

 

 

Emerging Growth Company

 

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.


i


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

 

The number of shares of the Registrant’s common stock, par value $.001 per share, outstanding as of January 15, 2026, was 20,891,272.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


ii


 

CONTENTS

 

 

PART I - FINANCIAL INFORMATION

1

Item 1. Financial Statements

1

Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations

2

Item 3. Quantitative and Qualitative Disclosure about Market Risk

5

Item 4. Controls and Procedures

5

PART II - OTHER INFORMATION

7

Item 1. Legal Proceedings

7

Item 1A. Risk Factors

7

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

12

Item 3. Defaults upon Senior Securities

12

Item 4. Mine Safety Disclosures

12

Item 5. Other Information

12

Item 6. Exhibits

13

SIGNATURES

16

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


iii


PART I - FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

The accompanying unaudited condensed consolidated financial statements of Stimcell Energetics Inc. as at November 30, 2025, 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 and six months ended November 30, 2025, are not necessarily indicative of the results that can be expected for the year ending May 31, 2026.

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


1


STIMCELL ENERGETICS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

 

November 30, 2025

 

May 31, 2025

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

Cash

$

46,159

 

$

14,581

Other current assets

 

6,186

 

 

6,641

Total assets

$

52,345

 

$

21,222

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Liabilities

 

 

 

 

 

Accounts payable

$

323,867

 

$

322,144

Accrued liabilities

 

15,402

 

 

26,954

Due to related parties

 

546,447

 

 

448,536

Notes and advances due to related parties

 

708,923

 

 

469,874

Total liabilities

 

1,594,639

 

 

1,267,508

 

 

 

 

 

 

STOCKHOLDERS’ DEFICIT

 

 

 

 

 

Common stock, $0.001 par value, 500,000,000 shares authorized;

20,891,272 and 20,141,272 shares issued and outstanding at

November 30, 2025 and May 31, 2025, respectively

 

20,891

 

 

20,141

Additional paid-in capital

 

9,395,841

 

 

9,146,591

Reserves

 

366,493

 

 

366,493

Accumulated deficit

 

(11,436,906)

 

 

(10,861,556)

Accumulated other comprehensive income

 

111,387

 

 

82,045

Total stockholders’ deficit

 

(1,542,294)

 

 

(1,246,286)

Total liabilities and stockholders’ deficit

$

52,345

 

$

21,222

 

 

 

 

 

 

 

 

 

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


F-1


 

STIMCELL ENERGETICS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

 

 

 

Three Months Ended

November 30,

 

Six Months Ended

November 30,

 

2025

 

2024

 

2025

 

2024

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

Consulting fees

 

$

34,365

 

$

34,743

 

$

69,195

 

$

69,637

Foreign exchange

 

 

21,548

 

 

50,774

 

 

19,779

 

 

36,565

General and administrative expenses

 

 

163,598

 

 

22,681

 

 

303,082

 

 

39,132

Management fees

 

 

22,500

 

 

22,500

 

 

45,000

 

 

45,000

Research and development costs

 

 

51,035

 

 

-

 

 

108,344

 

 

-

Total operating expenses

 

 

293,046

 

 

130,698

 

 

545,400

 

 

190,334

 

 

 

 

 

 

 

 

 

 

 

 

 

Other items

 

 

 

 

 

 

 

 

 

 

 

 

Forgiveness of debt

 

 

-

 

 

-

 

 

-

 

 

1,569

Interest

 

 

(16,702)

 

 

(8,810)

 

 

(29,950)

 

 

(17,662)

Net loss

 

 

(309,748)

 

 

(139,508)

 

 

(575,350)

 

 

(206,427)

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation

 

 

31,403

 

 

65,533

 

 

29,342

 

 

47,012

Comprehensive loss

 

$

(278,345)

 

$

(73,975)

 

$

(546,008)

 

$

(159,415)

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss per common share

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

(0.01)

 

$

(0.01)

 

$

(0.03)

 

$

(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

20,692,096

 

 

19,816,272

 

 

20,504,660

 

 

19,816,272

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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


F-2


STIMCELL ENERGETICS INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

 

 

Common Stock

 

 

 

 

 

Shares

Amount

Additional

Paid-in

Capital

Reserves

Deficit

Accumulated

Accumulated

Other

Comprehensive

Income

Total

 

 

 

 

 

 

 

 

Balance - May 31, 2024

19,816,272

$

19,816

$

9,013,501

$

366,493

$

(10,295,263)

$

68,998

$

(826,455)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debt forgiven by shareholders

-

 

-

 

3,165

 

-

 

-

 

-

 

3,165

Net loss for the period ended Aug. 31, 2024

-

 

-

 

-

 

-

 

(66,919)

 

-

 

(66,919)

Translation to reporting currency

-

 

-

 

-

 

-

 

-

 

(18,521)

 

(18,521)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance – August 31, 2024

19,816,272

 

19,816

 

9,016,666

 

366,493

 

(10,362,182)

 

50,477

 

(908,730)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss for the period ended Nov. 30, 2024

-

 

-

 

-

 

-

 

(139,508)

 

-

 

(139,508)

Translation to reporting currency

-

 

-

 

-

 

-

 

-

 

65,533

 

65,533

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance – November 30, 2024

19,816,272

$

19,816

$

9,016,666

$

366,493

$

(10,501,690)

$

116,010

$

(982,705)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance – May 31, 2025

20,141,272

$

20,141

$

9,146,591

$

366,493

$

(10,861,556)

$

82,045

$

(1,246,286)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for service

375,000

 

375

 

119,625

 

 

 

-

 

-

 

120,000

Net loss for the period ended Aug. 31, 2025

-

 

-

 

-

 

-

 

(265,602)

 

-

 

(265,602)

Translation to reporting currency

-

 

-

 

-

 

-

 

-

 

(2,061)

 

(2,061)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance – August 31, 2025

20,516,272

 

20,516

 

9,266,216

 

366,493

 

(11,127,158)

 

79,984

 

(1,393,949)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares issued for service

375,000

 

375

 

129,625

 

 

 

-

 

-

 

130,000

Net loss for the  period ended Nov. 30, 2025

-

 

-

 

-

 

-

 

(309,748)

 

-

 

(309,748)

Translation to reporting currency

-

 

-

 

-

 

-

 

-

 

31,403

 

31,403

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance – November 30, 2025

20,891,272

$

20,891

$

9,395,841

$

366,493

$

(11,436,906)

$

111,387

$

(1,542,294)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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


F-3


STIMCELL ENERGETICS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(EXPRESSED IN US DOLLARS)

(UNAUDITED)

 

 

Six Months Ended

November 30,

2025

 

2024

 

 

 

 

Cash flows used in operating activities

 

 

 

Net loss

$

(575,350)

 

$

(206,427)

Adjustments to reconcile net loss to net cash used in operating activities

 

 

 

 

 

Accrued interest on notes payable

 

27,035

 

 

14,239

Accrued interest on vendor payables

 

2,915

 

 

3,423

Gain on forgiveness of debt

 

-

 

 

(1,569)

Non-cash investor relations fees

 

250,000

 

 

-

Unrealized foreign exchange

 

19,477

 

 

36,041

Changes in operating assets and liabilities

 

 

 

 

 

Other current assets

 

435

 

 

(1,886)

Accounts payable

 

978

 

 

28,361

Accrued liabilities

 

(11,529)

 

 

(15,699)

Due to related parties

 

103,759

 

 

104,081

Net cash flows used in operating activities

 

(182,280)

 

 

(39,436)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Proceeds from notes due to related parties

 

214,248

 

 

30,000

Net cash provided by financing activities

 

214,248

 

 

30,000

 

 

 

 

 

 

Effects of foreign currency exchange on cash

 

(390)

 

 

(158)

Change in cash

 

31,578

 

 

(9,594)

Cash, beginning

 

14,581

 

 

43,415

Cash, ending

$

46,159

 

$

33,821

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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


F-4


 

STIMCELL ENERGETICS INC.

NOTES TO THE CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

NOVEMBER 30, 2025

(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.

 

Effective November 1, 2024, the Company completed a 1-for-15 reverse split (the “Reverse Split”) of its common stock. As a result of the Reverse Split, the Company’s authorized capital was decreased from 7,500,000,000 shares of common stock with par value of $0.001, of which 297,236,373 shares were outstanding immediately prior to the Reverse Split, to 500,000,000 shares of common stock with par value of $0.001. All share and per-share amounts in these unaudited interim condensed consolidated financial statements have been retrospectively adjusted.

 

Concurrent with the Reverse Split, the Company amended its articles of incorporation to change the Company’s name from “Cell MedX Corp.” to “Stimcell Energetics Inc.”

 

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, 2025, included in the Company’s Annual Report on Form 10-K, filed with the SEC on September 2, 2025. The interim unaudited condensed consolidated financial statements for the three and six months ended November 30, 2025, 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 and six months ended November 30, 2025, are not necessarily indicative of the results that may be expected for the year ending May 31, 2026.

 

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of November 30, 2025, the Company has not achieved profitable operations and has accumulated a deficit of $11,436,906. Continuation as a going concern is dependent upon the ability of the Company to obtain the necessary financing to meet obligations and pay its liabilities arising from normal business operations when they come due and ultimately upon its ability to achieve profitable operations. 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. 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. Management intends to obtain additional funding by borrowing funds from its directors and officers, issuing promissory notes, and/or private placement of common stock.

 

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; however, for the periods presented, the effect of such instruments was anti-dilutive, and therefore diluted loss per share is the same as basic loss per share.

 


F-5


 

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

 

 

Three months ended

November 30,

Six months ended

November 30,

 

2025

 

2024

2025

 

2024

Net loss attributable to common shareholders

$

309,748

 

$

139,508

$

575,350

 

$

206,427

Weighted-average common shares outstanding

 

20,692,096

 

 

19,816,272

 

20,504,660

 

 

19,816,272

Loss per common share (basic and diluted)

$

0.01

 

$

0.01

$

0.03

 

$

0.01

 

NOTE 2 - RELATED PARTY TRANSACTIONS

 

Amounts due to related parties, other than advances and notes payable to related parties (Note 3) at November 30, 2025, and at May 31, 2025:

 

November 30, 2025

 

May 31, 2025

Due to the Chief Executive Officer (“CEO”) and President

$

196,988

 

$

144,237

Due to the Chief Financial Officer (“CFO”)

 

5,615

 

 

8,778

Due to an entity controlled by a director of the Company

 

343,844

 

 

295,521

Due to related parties(1)

$

546,447

 

$

448,536

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

 

During the six months ended November 30, 2025 and 2024, the Company had the following transactions with related parties:

 

November 30,

2025

 

November 30,

2024

Management fees incurred to the CEO and President

$

45,000

 

$

45,000

Consulting fees incurred to the CFO

 

15,000

 

 

15,000

Consulting fees incurred to an entity controlled by a director of the Company

 

54,195

 

 

54,637

Total transactions with related parties

$

114,195

 

$

114,637

 

NOTE 3 - NOTES AND ADVANCES DUE TO RELATED PARTIES

 

The tables below summarize the loans and advances due and payable to related parties as at November 30, 2025 and May 31, 2025:

 

As at November 30, 2025

Principal

Outstanding

Interest Rate

per Annum

 

Accrued

Interest

Total Book

Value

$

78,033

6%

Related party loans payable (1)

$

22,817

$

100,850

 

525,112

10%

Related party loans payable (1)

 

72,231

 

597,343

 

10,730

0%

Advances(2)

 

-

 

10,730

$

613,875

 

 

$

95,048

$

708,923

 

As at May 31, 2025

Principal

Outstanding

Interest Rate

per Annum

 

Accrued

Interest

Total Book

Value

$

78,884

6%

Related party loans payable (1)

$

20,038

$

98,923

 

311,782

10%

Related party loans payable (1)

 

48,267

 

360,049

 

10,902

0%

Advances(2)

 

-

 

10,902

$

401,568

 

 

$

68,305

$

469,874


F-6


 

(1) Related Party Loans Payable

 

As at November 30, 2025, the Company owed a total of $100,850 under 6% notes payable due to related parties (May 31, 2025 - $98,923), of which $22,817 was associated with interest accrued on the principal balances owed under the notes payable (May 31, 2025 - $20,038).

 

As at November 30, 2025, the Company owed a total of $597,343 under 10% notes payable due to related parties (May 31, 2025 - $360,049), of which $72,231 was associated with interest accrued on the principal balances owed under the notes payable (May 31, 2025 - $48,267).

 

Notes payable with Mr. Richard Jeffs

 

During the six months ended November 30, 2025, the Company borrowed $200,000 from Mr. Richard Jeffs under a non-secured credit line, which allows the Company to draw up to USD$200,000 at 10% per annum and is payable on demand.

 

As at November 30, 2025, the Company owed a total of $301,666 (May 31, 2025 - $66,693) to Mr. Richard Jeffs, a significant shareholder of the Company and the father of the Company’s CEO and President, Mr. David Jeffs. A total of $67,639 (including accrued interest of $14,606) 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 amount of $234,027 was borrowed under unsecured credit lines, which allow the Company to draw up to CAD$100,000 and up to US$200,000 at 10% per annum, compounded monthly and payable on demand.

 

During the six months ended November 30, 2025, the Company recorded $8,938 in interest on the notes payable and the funds borrowed under the credit lines with Mr. Richard Jeffs (November 30, 2024 - $1,918).

 

Notes payable with Mr. David Jeffs

 

As of November 30, 2025, the Company owed a total of $49,891 under loan agreements with Mr. David Jeffs, the Company’s CEO, director, and a significant shareholder (May 31, 2025 - $47,615). The loans accrue 10% annual interest, compounded monthly, are unsecured, and are payable on demand. The $30,000 loan was payable on April 24, 2023, and is therefore in default as of the date of these condensed consolidated financial statements. During the six months ended November 30, 2025, the Company recorded $2,435 in interest on the principal (November 30, 2024, $2,173).

 

As of November 30, 2025, the Company owed a total of $33,211 under a loan agreement with a company of which Mr. David Jeffs is a director (May 31, 2025 - $32,229). The loan bears interest at 6% per annum compounded monthly, is unsecured, and is payable on demand. During the six months ended November 30, 2025, the Company recorded $982 in interest on the principal (November 30, 2024 - $925).

 

Notes payable with Mr. Amir Vahabzadeh

 

As at November 30, 2025, the Company owed a total of $194,784 under loan agreements with Mr. Vahabzadeh, a director and a significant shareholder (May 31, 2025 - $185,297). 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 six months ended November 30, 2025, the Company recorded $9,486 in interest on the principal (November 30, 2024 - $5,851).

 

Notes payable with a significant shareholder

 

As at November 30, 2025, the Company owed $76,481 (May 31, 2025 - $72,756) under unsecured notes payable with the Company’s significant shareholder (“Mr. Ahdoot”). The loans are unsecured and carry a 10% annual interest rate, compounded monthly. During the six months ended November 30, 2025, the Company recorded $3,725 in interest on the principal (November 30, 2024 - $3,372).

 


F-7


 

Notes payable with Mrs. Susan Jeffs

 

During the six months ended November 30, 2025, the Company borrowed $14,248 from Mrs. Susan Jeffs, mother of Mr. David Jeffs, under a non-secured credit line, which allows the Company to draw up to CAD$100,000 at 10% per annum and is payable on demand.

 

As at November 30, 2025, the Company owed $42,160 (May 31, 2025 - $26,822) under non-secured credit line with Mrs. Susan Jeffs. During the six months ended November 30, 2025, the Company recorded $1,469 in interest on the principal (November 30, 2024 - $Nil).

 

(2) Advances Payable

 

As at November 30, 2025, the Company owed a total of $10,730 (May 31, 2025 - $10,902) for an advance the Company received in its fiscal 2020 year from an entity controlled by Mr. David Jeffs. The advance is non-interest-bearing, unsecured, and payable on demand.

 

NOTE 4 - OTHER CURRENT ASSETS

 

As at November 30, 2025, other current assets consisted of $6,175 in prepaid expenses (May 31, 2025 - $3,400) and $11 in receivables associated with GST Cell MedX Canada paid on taxable supplies (May 31, 2025 - $3,241).

 

NOTE 5 - SHARE CAPITAL

 

During the six months ended November 30, 2025, the Company issued 750,000 shares valued at $250,000, under an agreement with an investor relations and public relations firm to provide services for an eight-month term, which commenced on March 18, 2025. The total fair value of these shares was recognized as part of corporate communications fees included in general and administrative expenses.

 

Options

 

As at November 30, 2025 and May 31, 2025, the Company did not have any share purchase options issued and exercisable.

 

Warrants

 

The changes in the number of warrants outstanding during the six months ended November 30, 2025, and for the year ended May 31, 2025, are as follows:

 

 

Six months ended

November 30, 2025

 

Year ended

May 31, 2025

 

Number of

warrants

Weighted

average

exercise price

 

Number of

warrants

Weighted

average

exercise price

Warrants outstanding, beginning

166,667

$

0.75

 

166,667

$

0.75

Warrants issued

-

$

-

 

-

$

-

Warrants outstanding, ending

166,667

$

0.75

 

166,667

$

0.75

 

All warrants outstanding at November 30, 2025, are exercisable at $0.75 and expire on March 12, 2026.

 

NOTE 6 - RESEARCH AND DEVELOPMENT

 

In February 2025, the Company recommenced the work on redesigning its eBalance® microcurrent device under a new partnership with ADM Tronics Unlimited, Inc (“ADM Tronics”). The Company expected the project to take approximately 22 to 34 weeks and to cost between $62,500 and $127,000. As of November 30, 2025, the project has not been completed, and the Company continues to work with ADM Tronics, at a regular hourly fee.

 

During the six months ended November 30, 2025, the Company had incurred $108,344 on this project. As of November 30, 2025, the Company had spent a total of $172,353 since the project began.


F-8


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, 2025, filed with the United States Securities and Exchange Commission (the “SEC”) on September 2, 2025.

 

Overview

 

The Company 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.

 

Effective November 1, 2024, the Company completed a 1-for-15 reverse split (the “Reverse Split”) of its common stock. As a result of the Reverse Split, the Company’s authorized capital was decreased from 7,500,000,000 shares of common stock with par value of $0.001, of which 297,236,373 shares were outstanding immediately prior to the Reverse Split, to 500,000,000 shares of common stock with par value of $0.001, of which 19,816,272 were outstanding. All share and per-share amounts in this Quarterly Report on Form 10-Q have been retrospectively adjusted.

 

Concurrent with the Reverse Split, the Company amended its articles of incorporation to change the Company’s name from “Cell MedX Corp.” to “Stimcell Energetics Inc.” (the “Name Change”).

 

Stimcell Energetics Inc. is a biotech company focused on the discovery, development and commercialization of therapeutic and non-therapeutic products that promote general health, anti-aging, pain relief, wellness and alleviate complications associated with medical conditions including, but not limited to: diabetes, insulin resistance, high blood pressure, neuropathy and kidney function. Cell MedX (Canada) is engaged in development and manufacturing of therapeutic devices based on the proprietary eBalance® Technology, which harnesses the power of microcurrents and their effects on the human body.

 

Recent Corporate Developments

 

In February 2025, the Company announced a new partnership with ADM Tronics Unlimited, Inc. to redesign the Company’s proprietary eBalance® microcurrent device, transforming it into a compact, affordable consumer unit optimized for home use, complete with additional diagnostic features. The Company’s vision is to redesign its eBalance® to empower individuals to take control of their health from the comfort of home. The new version will be smaller and more cost-effective than its predecessors, making microcurrent technology accessible to a broader audience. Additionally, it will feature additional 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 with the St. Boniface Hospital Albrechtsen Research Centre, affiliated with the University of Manitoba, and Principal Investigator, Professor Paul Fernyhough, to explore the effects of eBalance® device on mitochondrial function in cultured sensory neurons to further define the physiological action of microcurrents.

 

Under the agreement, Dr. Fernyhough's team will conduct a series of experiments to assess how eBalance® stimulation influences key aspects of cellular energy production by mitochondria.  Using established biological assays in Dr. Fernyhough's laboratory, the study will measure oxygen consumption rates (OCR) to evaluate impacts on the electron transport chain, ATP production, glycolysis, basal respiration, maximal respiration, spare respiratory capacity, coupling efficiency, and proton leak. Additional analyses will quantify enzyme activities such as AMP-activated protein kinase (AMPK) and levels of respiratory proteins through Western blotting. The project, expected to span approximately three months, involves acute and longer-term stimulation of dissociated adult rat dorsal root


2


ganglia (DRG) neurons under controlled conditions. Replicates will ensure robust statistical analysis, with a comprehensive report provided at the study's conclusion.

 

Results of Operations for the Three and Six Months ended November 30, 2025 and 2024

 

Operating results for the three and six months ended November 30, 2025 and 2024, and the changes in the operating results between those periods are summarized in the table below.

 

 

Three Months ended

November 30,

Percentage

Increase/

(Decrease)

Six Months ended

November 30,

Percentage

Increase/

(Decrease)

2025

2024

2025

2024

Operating expenses

 

 

 

 

 

 

 

 

 

 

Consulting fees

$

34,365

$

34,743

(1.1)%

$

69,195

$

69,637

(0.6)%

Foreign exchange loss

 

21,548

 

50,774

(57.6)%

 

19,779

 

36,565

(45.9)%

General and administrative expenses

 

163,598

 

22,681

621.3%

 

303,082

 

39,132

674.5%

Management fees

 

22,500

 

22,500

-%

 

45,000

 

45,000

-%

Research and development costs

 

51,035

 

-

n/a

 

108,344

 

-

n/a

Total operating expenses

 

293,046

 

130,698

124.2%

 

545,400

 

190,334

186.5%

Gain on forgiveness of debt

 

-

 

-

n/a

 

-

 

(1,569)

(100.0)%

Interest

 

16,702

 

8,810

89.6%

 

29,950

 

17,662

69.6%

Net loss

$

309,748

$

139,508

122.0%

$

575,350

$

206,427

178.7%

 

Revenues

 

The Company did not have any revenue-generating activities during the three and six months ended November 30, 2025 and 2024.

 

Operating Expenses

 

During the three months ended November 30, 2025, the Company’s operating expenses increased by 124.2% from $130,698 the Company incurred during the three months ended November 30, 2024, to $293,046 incurred during the three months ended November 30, 2025. The largest change was associated with a $140,917 increase in general and administrative expenses, which increased from $22,681 the Company incurred during the three months ending November 30, 2024, to $163,598 during the three months ending November 30, 2025. The main driver of this change was a $134,362 increase in corporate communications, which rose to $135,137 in the current period from $775 in the same period last year. Other notable changes included a $10,560 increase in regulatory fees to $17,678 (November 30, 2024 - $7,118), a $2,008 increase in office expenses to $2,861 (November 30, 2024 - $853), and $1,330 in travel expenses, an expense the Company did not incur in the comparative period. These increases were partly offset by a $7,224 decrease in professional fees, from $7,469 during the comparative period to $245 during the current period ended November 30, 2025. All other expenses included in general and administrative fees remained relatively stable.

 

The second largest change was associated with $51,035 in research and development fees for the three months ended November 30, 2025. The research and development fees during the current period were associated with the Company’s decision to redesign the eBalance® Home device into a compact, affordable consumer unit optimized for home use, which resulted in an engagement of ADM Tronics Unlimited, Inc. During the comparative three months ended November 30, 2024, the development of the eBalance® devices was suspended due to a lack of funding and unfavorable financial position, and therefore the Company had no expenses associated with research and development.

 

The above increases were in part offset by a $29,226 decrease in foreign exchange loss, driven by a weakening Canadian dollar relative to the U.S. dollar. As of November 30, 2025, the Company recognized a foreign exchange loss of $21,548, compared with $50,774 during the same period in 2024.

 

Along with the changes in operating expenses mentioned above, the Company also incurred $22,500 in management fees and $34,365 in consulting fees, which remained consistent with the amounts the Company incurred for the three months ended November 30, 2024.


3


On a year-to-date basis, the Company’s operating expenses increased by 186.5% from $190,334 the Company incurred during the six months ended November 30, 2024, to $545,400 the Company incurred during the six months ended November 30, 2025. The most significant changes were as follows:

 

·General and administrative expenses for the six months ending November 30, 2025, increased by $263,950, or 674.5%, from $39,132 during the six months ending November 30, 2024, to $303,082 during the six months ending November 30, 2025. The main driver of this change was a $249,216 increase in corporate communications, which rose to $254,361 in the current period from $5,145 in the same period last year. Other notable changes included a $14,143 increase in regulatory fees to $25,273 (November 30, 2024 - $11,130) and a $6,015 rise in accounting and audit fees to $16,211 (November 30, 2024 - $10,196). These increases were partly offset by an $8,681 decrease in professional fees, from $10,122 during the comparative period to $1,441 during the current period ended November 30, 2025. All other expenses included in general and administrative fees remained relatively stable. 

 

·The Company incurred $108,344 in research and development fees for the six months ended November 30, 2025. The research and development fees during the current period were associated with the Company’s decision to redesign the eBalance® Home device into a compact, affordable consumer unit optimized for home use, which resulted in an engagement of ADM Tronics Unlimited, Inc. During the comparative six months ended November 30, 2024, the development of the eBalance® devices was suspended due to a lack of funding and unfavorable financial position, and therefore the Company had no expenses associated with research and development. 

 

·Foreign exchange loss decreased by $16,786 to a loss of $19,779 for the six months ended November 30, 2025, as compared to a loss of $36,565 for the comparative period ended November 30, 2024. The foreign exchange loss was associated with a weakening Canadian dollar relative to the U.S. dollar. 

 

Along with the changes in operating expenses mentioned above, the Company also incurred $45,000 in management fees and $69,165 in consulting fees, which remained consistent with the amounts the Company incurred for the six months ended November 30, 2024.

 

Other Items

 

During the three months ended November 30, 2025, the Company accrued $15,057 (November 30, 2024 - $7,233) in interest associated with outstanding notes payable to related parties and $1,645 (November 30, 2024 - $1,577) in interest accrued on other vendor payables.

 

During the six months ended November 30, 2025, the Company accrued $27,035 (November 30, 2024 - $14,239) in interest on outstanding notes payable to related parties and $2,915 (November 30, 2024 - $3,423) in interest on other vendor payables. During the six months ended November 30, 2024, the Company discharged an outstanding debt to its vendors due to the balances exceeding the statute of limitations, which resulted in a gain on forgiveness of debt of $1,569. The Company did not have similar transactions during the six months ended November 30, 2025.

 

Liquidity and Capital Resources

 

Working Capital

 

 

As at

November 30,

2025

 

As at

May 31,

2025

 

Percentage

Increase

Current assets

$

52,345

 

$

21,222

 

146.7%

Current liabilities

 

1,594,639

 

 

1,267,508

 

25.8%

Working capital deficit

$

(1,542,294)

 

$

(1,246,286)

 

23.8%

 

As of November 30, 2025, the Company had a cash balance of $46,159, a working capital deficit of $1,542,294, and cash flows used in operations of $182,280 for the period then ended. During the six months ended November 30, 2025, the Company funded its operations with $214,248 the Company borrowed from its related parties under non-secured lines of credit at 10% annual interest compounded monthly and due on demand.


4


The Company did not generate sufficient cash flows from its operating activities to satisfy its cash requirements for the six months ended November 30, 2025. The amount of cash generated from the 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 owed when due, it may 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

 

 

Six months ended

November 30,

 

2025

 

2024

Cash flows used in operating activities

$

(182,280)

 

$

(39,436)

Cash flows generated by financing activities

 

214,248

 

 

30,000

Effects of foreign currency exchange on cash

 

(390)

 

 

(158)

Net decrease in cash during the period

$

31,578

 

$

(9,594)

 

Net Cash Used in Operating Activities

 

Net cash used in operating activities during the six months ended November 30, 2025, was $182,280. This cash was primarily used to cover cash operating expenses of $275,923, which were represented by a net loss of $575,350, reduced by non-cash items totaling $299,427, and to decrease accrued liabilities by $11,529. These uses of cash were offset by a $103,759 increase in amounts due to related parties, a $978 increase in accounts payable, and a $435 decrease in other current assets, including GST receivable and prepaid expenses.

 

Net cash used in operating activities during the six months ended November 30, 2024, was $39,436. This cash was primarily used to cover cash operating expenses of $154,293, which were represented by a net loss of $206,427 reduced by the non-cash items totaling $52,134, to decrease accrued liabilities by $15,699 and to increase other current assets by $1,886. These uses of cash were offset by a $104,081 increase in amounts due to related parties and a $28,361 increase in accounts payable.

 

Non-cash transactions

During the six months ended November 30, 2025, net loss was affected by the following expenses that did not have any impact on cash used in operations:

 

·$250,000 (November 30, 2024 - $Nil) in investor relations activities, which were paid for through the issuance of common shares; 

·$27,035 (November 30, 2024 - $14,239) in interest accrued on the outstanding notes due to related parties; 

·$2,915 (November 30, 2024 - $3,423) in interest accrued on the vendor payables; and 

·$19,477 in unrealized foreign exchange loss (November 30, 2024 - $36,041), which resulted from fluctuations of the Canadian dollar, the functional currency of Cell MedX Canada, in relation to the U.S. dollar, the functional currency of the parent company, being also the Company’s reporting currency. 

·During the comparative period ended November 30, 2024, the Company recognized a $1,569 gain on forgiveness of debt, which was associated with the write-off of debt that exceeded the statute of limitations. 

 

Net Cash Provided by Financing Activities

 

During the six months ended November 30, 2025, the Company borrowed $200,000 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. During the same period, the Company borrowed an additional $14,248 from Mrs. Susan Jeffs, the mother of the Company’s CEO and President, Mr. David Jeffs, under a revolving credit line that accrues interest at 10% per annum, compounded monthly, and is due on demand.

 


5


 

During the six months that ended November 30, 2024, the Company borrowed $30,000 from its related party in exchange for a 10% note payable due on demand.

 

Net Cash Used in Investing Activities

 

The Company did not have any investing activities during the six months ended November 30, 2025 and 2024.

 

Going Concern

 

The notes to the Company’s unaudited condensed consolidated financial statements as at November 30, 2025, disclose an uncertain ability for the Company to continue as a going concern for the next twelve-month period. 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 large capital 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 eBalance® microcurrent device, transforming it into a compact consumer unit, optimized for home use. Management is planning to support its operations as well as the redesign of the eBalance® microcurrent device through equity or debt financing.

 

As at November 30, 2025, the Company had accumulated a deficit of $11,436,906 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 unaudited condensed consolidated interim financial statements 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 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.


6


An evaluation was conducted under the supervision and with the participation of the Company’s management of the effectiveness of the design and operation of its disclosure controls and procedures as of November 30, 2025. 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 November 30, 2025, 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.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


7


 

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, 2025, filed with the Securities and Exchange Commission on September 2, 2025.

 

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

 

On March 18, 2025, the Company entered into a digital marketing services agreement (the “Agreement”) with Rain Communications Inc. (“Rain Communications”), pursuant to which, the Company committed to issue to Rain Communications a total of 1,000,000 shares at a deemed price of $0.20 per share over the eight-month service period. The shares were issued in batches of 125,000 shares per month starting on April 18, 2025. The shares were issued pursuant to provisions of Regulation S of the United States Securities Act of 1933, as amended (the “Act”) on the basis that Rain Communications is not a resident of the United States, and is otherwise not a “U.S. person” as that term is defined in Rule 902(k) of Regulation S of the Act and were not in the United States. During the six months ended November 30, 2025, the Company issued a total of 750,000 shares to Rain Communications, which were valued at $250,000 based on the fair value of services received, consistent with ASC 718.

 

Item 3. Defaults upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


8


 

Item 6. Exhibits

 

Exhibit

 

 

Number

 

Description of Document

3.1

 

Articles of Incorporation (2)

3.2

 

Articles of Merger - Sports Asylum, Inc. and Plandel Resources, Inc.(3)

3.3

 

Articles of Merger - Stimcell Energetics Inc. and Sports Asylum, Inc.(3)

3.4

 

Bylaws (1)

3.5

 

Certificate of Change - Decrease in Authorized Capital from 7,500,000,000 shares of common stock, par value $0.001, to 500,000,000 shares of common stock, par value, $0.001 and corresponding decrease in the issued shares of common stock (18)

3.6

 

Certificate of Amendment - Change of Name to “Stimcell Energetics Inc.” and Restatement of Articles of Incorporation(18)

4.1

 

Specimen Stock Certificate (1)

10.1

 

Distribution Agreement between Stimcell Energetics Inc. and Live Current Media, Inc., dated for reference March 21, 2019. (4)

10.2

 

Buyback agreement between Live Current Media Inc. and Stimcell Energetics Inc., dated January 29, 2020.(5)

10.3

 

Loan Agreement dated July 3, 2020, among Stimcell Energetics Inc. and David Jeffs. (6)

10.4

 

Loan Agreement and Note Payable dated November 30, 2020, among Stimcell Energetics Inc. and Tradex Capital Corp.(6)

10.5

 

Loan Agreement and Note Payable dated December 14, 2020, among Cell MedX (Canada) Corp. and Richard Jeffs.(7)

10.6

 

Loan Agreement and Note Payable dated December 23, 2020, among Cell MedX (Canada) Corp. and Richard Jeffs.(7)

10.7

 

Loan Agreement and Note Payable dated March 29, 2021, among Cell MedX (Canada) Corp. and Susan Jeffs.(8)

10.8

 

Loan Agreement and Note Payable dated October 15, 2021, among Stimcell Energetics Inc. and Richard Jeffs.(8)

10.9

 

Loan Agreement and Note Payable dated May 18, 2021, among Stimcell Energetics Inc. and Richard Jeffs.(8)

10.10

 

Loan Agreement and Note Payable dated June 22, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs.(8)

10.11

 

Loan Agreement and Note Payable dated October 7, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs.(9)

10.12

 

Loan Agreement and Note Payable dated October 26, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (9)

10.13

 

Loan Agreement and Note Payable dated November 24, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (9)

10.14

 

Loan Agreement and Note Payable dated November 29, 2021, among Stimcell Energetics Inc. and Bradley Hargreaves. (9)

10.15

 

Loan Agreement and Note Payable dated December 30, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (10)

10.16

 

Loan Agreement and Note Payable dated January 27, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (10)


9


 

Exhibit

 

 

Number

 

Description of Document

10.17

 

Loan Agreement and Note Payable dated February 24, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (10)

10.18

 

Loan Agreement and Note Payable dated March 29, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (10)

10.19

 

Loan Agreement and Note Payable dated April 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (12)

10.20

 

Loan Agreement and Note Payable dated May 31, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (12)

10.21

 

Loan Agreement and Note Payable dated June 27, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (12)

10.22

 

Loan Agreement and Note Payable dated July 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (12)

10.23

 

Loan Agreement and Note Payable dated October 3, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(11)

10.24

 

Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (11)

10.25

 

Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (11)

10.26

 

Loan Agreement and Note Payable dated October 11, 2022, among Stimcell Energetics Inc. and Richard Jeffs. (11)

10.27

 

Loan Agreement and Note Payable dated October 11, 2022, among Stimcell Energetics Inc. and Richard Jeffs. (11)

10.28

 

Loan Agreement dated September 2, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(12)

10.29

 

Loan Agreement dated September 6, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(12)

10.30

 

Loan Agreement dated November 3, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(12)

10.31

 

Loan Agreement dated November 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(12)

10.32

 

Loan Agreement dated December 30, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(12)

10.33

 

Loan Agreement dated January 24, 2023, among Stimcell Energetics Inc. and David Jeffs.(12)

10.34

 

Loan Agreement dated January 24, 2023, among Stimcell Energetics Inc. and Amir Vahabzadeh.(12)

10.35

 

Loan Agreement dated January 30, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(12)

10.36

 

Loan Agreement dated April 11, 2023, among Stimcell Energetics Inc. and Amir Vahabzadeh. (13)

10.37

 

Loan Agreement dated April 25, 2023, among Stimcell Energetics Inc. and David Jeffs. (13)

10.38

 

Loan Agreement dated May 16, 2023, among Stimcell Energetics Inc. and Amir Vahabzadeh. (14)

10.39

 

Loan Agreement dated May 18, 2023, among Stimcell Energetics Inc. and Sam Ahdoot.(14)

10.40

 

Loan Agreement dated January 4, 2024, among Stimcell Energetics Inc. and Amir Vahabzadeh. (15)

10.41

 

Loan Agreement dated January 4, 2024, among Stimcell Energetics Inc. and Sam Ahdoot. (15)

10.42

 

Loan Agreement dated November 12, 2024, among Stimcell Energetics, Inc. and Amir Vahabzadeh.(16)


10


 

Exhibit

 

 

Number

 

Description of Document

10.43

 

Digital marketing services agreement between the Company and Rain Communications Inc. dated March 18, 2025.(17)

10.44

 

Debt settlement agreement dated March 24, 2025.(17)

10.45

 

Line of credit agreement dated February 14, 2025, among Stimcell Energetics Inc. and Richard Jeffs (19)

10.46

 

Line of credit agreement dated February 14, 2025, among Stimcell Energetics Inc. and Susan Jeffs(19)

10.47

 

Loan Agreement dated March 20, 2025, among Stimcell Energetics Inc. and David Jeffs. (20)

10.48

 

Loan Agreement dated March 25, 2025, among Stimcell Energetics Inc. and Amir Vahabzadeh. (20)

10.49

 

Line of credit agreement dated June 20, 2025, among Stimcell Energetics Inc. and Richard Jeffs(20)

10.50

 

Amendment to the line of credit agreement dated July 21, 2025, among Stimcell Energetics Inc. and Richard Jeffs(20)

31.1

 

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

 

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

 

Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2

 

Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101

 

The following materials from this Quarterly Report on Form 10-Q for the three and six months ended November 30, 2025 and 2024 formatted in iXBRL (extensible Business Reporting Language):

 

 

(1) Unaudited Condensed Consolidated Balance Sheets at November 30, 2025 and as at May 31, 2025.

 

 

(2) Unaudited Condensed Consolidated Statements of Operations for the three and six months ended November 30, 2025 and 2024.

 

 

(3) Unaudited Condensed Consolidated Statement of Stockholders’ Deficit as at November 30, 2025 and 2024.

 

 

(4) Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended November 30, 2025 and 2024.

 

(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 Annual Report on Form 10-Q filed with the SEC on January 12, 2022 

(10)Filed as an exhibit to the Company’s Annual 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 Annual 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 


11


 

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.

 

 

Stimcell Energetics Inc.

 

 

Date: January 15, 2026

By:

/s/ David Jeffs

 

 

David Jeffs

 

 

Chief Executive Officer and Director

 

 

(Principal Executive Officer)

 

 

 

 

 

 

Date: January 15, 2026

By:

/s/Yanika Silina

 

 

Yanika Silina

 

 

Chief Financial Officer

 

 

(Principal Accounting Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


12

FAQ

What were Stimcell Energetics (STME) Q2 2026 net loss and earnings per share?

For the quarter ended November 30, 2025, Stimcell Energetics reported a net loss of $309,748, compared with $139,508 a year earlier. Basic and diluted loss per common share was $0.01 for the quarter and $0.03 for the six months ended November 30, 2025.

Does Stimcell Energetics (STME) generate any revenue as of November 30, 2025?

No. Stimcell Energetics disclosed that it had no revenue-generating activities during the three and six months ended November 30, 2025 and 2024, so all reported losses stem from operating and financing costs.

What is Stimcell Energetics (STME) liquidity and working capital position?

As of November 30, 2025, the company had cash of $46,159, total current assets of $52,345, current liabilities of $1,594,639, and a working capital deficit of $1,542,294, highlighting significant short‑term funding pressure.

Why is there a going concern warning for Stimcell Energetics (STME)?

Management notes an accumulated deficit of $11,436,906, continued losses, limited cash, and reliance on external financing. They state these factors raise substantial doubt about the company’s ability to continue as a going concern without additional funding.

How is Stimcell Energetics (STME) funding its operations?

During the six months ended November 30, 2025, the company used $182,280 in operating cash and financed this mainly through $214,248 of new borrowings from related parties under unsecured credit lines at 10% annual interest, compounded monthly and payable on demand. It also issued 750,000 shares valued at $250,000 for investor relations services.

What development and research initiatives is Stimcell Energetics (STME) pursuing?

The company is investing in redesigning its eBalance® microcurrent device with ADM Tronics, incurring $108,344 in research and development during the six months ended November 30, 2025. It also entered a service agreement with the St. Boniface Hospital Albrechtsen Research Centre to study eBalance® effects on mitochondrial function in sensory neurons over an expected three‑month project.

How many Stimcell Energetics (STME) shares are outstanding?

As of January 15, 2026, Stimcell Energetics reported 20,891,272 shares of common stock outstanding. The same number of shares was shown as issued and outstanding on the November 30, 2025 balance sheet.
Stimcell Energetics

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