UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
OR
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| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company | |||
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Documents Incorporated by Reference: None.
TABLE OF CONTENTS
| 2 |
Unless the context clearly indicates otherwise, when used in this report “we,” “us,” “our,” or “our Company” refers to SafeSpace Global Corporation and, if applicable, our subsidiaries.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Report”) contains “forward-looking statements” within the meaning of the Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,” “forecast,” “potential,” “continue,” negatives thereof or similar expressions. These forward-looking statements are found at various places throughout this Report and include information concerning: possible or assumed future results of our operations; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future operations, future cash needs, business plans and future financial results; and any other statements that are not historical facts.
From time to time, forward-looking statements also are included in our other periodic reports on Form 8-K, in our press releases, in our presentations, on our website and in other materials released to the public. Any or all the forward-looking statements included in this Report and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. These forward-looking statements represent our intentions, plans, expectations, assumptions, and beliefs about future events and are subject to risks, uncertainties, and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Considering these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Report.
Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether resulting from new information, future events, a change in events, conditions, circumstances, or assumptions underlying such statements, or otherwise.
For discussion of factors that we believe could cause our actual results to differ materially from expected and historical results see “ITEM 1A – RISK FACTORS” included in our most recent Annual Report on Form 10-K for the year ended July 31, 2025 as filed with the United States Securities and Exchange Commission on October 29, 2025.
| 3 |
PART I – FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS.
Index to Financial Statements
| F-1 |
SAFESPACE GLOBAL CORPORATION
INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
| April 30, 2026 | July 31, 2025 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Prepaid expenses | ||||||||
| Tenant improvement allowance receivable | ||||||||
| Total current assets | ||||||||
| OTHER ASSETS: | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use asset, net | ||||||||
| Intangibles, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Accounts payable and accrued expenses, related party | ||||||||
| Operating lease liability | ||||||||
| Total current liabilities | ||||||||
| OTHER LIABILITIES: | ||||||||
| Operating lease liability | ||||||||
| Total current and total liabilities | ||||||||
| STOCKHOLDERS’ EQUITY: | ||||||||
| Preferred stock par value $; shares authorized; shares issued or outstanding. | ||||||||
| Common stock par value $; shares authorized; and shares issued and outstanding as of April 30, 2026 and July 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See accompanying notes to the interim condensed consolidated financial statements.
| F-2 |
SAFESPACE GLOBAL CORPORATION
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended April 30, | For the Nine Months Ended April 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Revenue, net | $ | $ | $ | $ | ||||||||||||
| Cost of revenue | ( | ) | ( | ) | ||||||||||||
| GROSS MARGIN | ( | ) | ( | ) | ||||||||||||
| OPERATING EXPENSES: | ||||||||||||||||
| Selling, general and administrative | ||||||||||||||||
| Stock-based compensation | ||||||||||||||||
| Depreciation expense | ||||||||||||||||
| Amortization of intangibles | ||||||||||||||||
| Impairment of intangibles | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| OPERATING LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER INCOME (EXPENSE): | ||||||||||||||||
| Extinguishment of liabilities | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ||||||||||||
| Interest income | ||||||||||||||||
| Total other income (expense) | ||||||||||||||||
| NET LOSS | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| NET LOSS PER COMMON SHARE | ||||||||||||||||
| Basic and diluted | $ | ) | $ | ) | $ | ) | $ | ) | ||||||||
| WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | ||||||||||||||||
| Basic and diluted | ||||||||||||||||
See accompanying notes to the interim condensed consolidated financial statements.
| F-3 |
SAFESPACE GLOBAL CORPORATION
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
| Nine Months Ended April 30 , 2026 | ||||||||||||||||||||
| Common Stock | Additional Paid-In | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balances at July 31, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Stock-based compensation | ||||||||||||||||||||
| Balances at October 31, 2025 | ( | ) | ||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||
| Stock-based compensation | ( | ) | ( | ) | ||||||||||||||||
| Balances at January 31, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||
| Balances at April 30, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Nine Months Ended April 30, 2025 | ||||||||||||||||||||||||
| Common Stock | Additional Paid-In | Common Stock | Accumulated | Total Stockholders’ | ||||||||||||||||||||
| Shares | Amount | Capital | Subscribed | Deficit | Equity | |||||||||||||||||||
| Balances at July 31, 2024 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||
| Shares issued for cash | | |||||||||||||||||||||||
| Receipt of cash deposits on subscription | - | |||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||
| Shares issued for settlement of accrued expenses | ||||||||||||||||||||||||
| Activity for the three months ended October 31, 2024 | ( | ) | ||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||
| Shares issued for cash | ( | ) | ||||||||||||||||||||||
| Shares issued for services | ||||||||||||||||||||||||
| Receipt of cash deposits on subscriptions | - | |||||||||||||||||||||||
| Shares issued for settlement | ( | ) | ||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||
| Activity for the three months ended January 31, 2025 | ( | ) | ||||||||||||||||||||||
| Net loss | ( | ) | ( | ) | ||||||||||||||||||||
| Shares issued for cash | ( | ) | ||||||||||||||||||||||
| Shares issued for services | ||||||||||||||||||||||||
| Issuance of shares for the conversion of debt and related accrued interest | ||||||||||||||||||||||||
| Stock-based compensation | ||||||||||||||||||||||||
| Activity for the three months ended April 30, 2025 | ( | ) | ( | ) | ||||||||||||||||||||
| Balances at April 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||||||
| F-4 |
SAFESPACE GLOBAL CORPORATION
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Nine Months Ended April 30, | ||||||||
| 2026 | 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile loss to net cash used in operating activities: | ||||||||
| Amortization expense | ||||||||
| Depreciation expense | ||||||||
| Right-of-use asset amortization expense | ||||||||
| Stock-based compensation | ||||||||
| Shares issued for services | ||||||||
| Impairment of intangibles | ||||||||
| Extinguishment of liabilities | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net | ( | ) | ||||||
| Prepaid expenses | ( | ) | ( | ) | ||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Accounts payable and accrued expenses, related party | ( | ) | ( | ) | ||||
| Payroll related liabilities | ||||||||
| Operating lease liability | ( | ) | ||||||
| NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
| Cash paid for development of intangible assets | ( | ) | ||||||
| Cash paid for capital expenditures | ( | ) | ||||||
| NET CASH USED BY INVESTING ACTIVITIES | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Principal payments on note payable | ( | ) | ||||||
| Principal payments on related party notes | ( | ) | ||||||
| Notes payable, related parties | ( | ) | ||||||
| NET CASH PROVIDED BY FINANCING ACTIVITIES | ||||||||
| Net change in cash and cash equivalents | ( | ) | ||||||
| Cash and cash equivalents, beginning of period | ||||||||
| Cash and cash equivalents, end of period | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION | ||||||||
| Cash paid for interest, related party | $ | $ | ||||||
| SIGNIFICANT NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| Right-of-use asset, tenant improvement allowance, and lease liability additions | $ | |||||||
| Issuance of common stock for payment of accrued expenses | $ | |||||||
| Shares issued for extinguishment of convertible debt | $ | |||||||
See accompanying notes to the interim condensed consolidated financial statements.
| F-5 |
SAFESPACE GLOBAL CORPORATION
NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
April 30, 2026
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SafeSpace Global Corporation (collectively the “Company,” “we,” “our” or “us”) is a multimodal AI technology solutions company with a dedicated team focused on driving safety innovation across multiple industries. We are currently marketing products and solutions that utilize advanced AI monitoring tools to enhance resident safety, reduce the risk of injuries, and improve overall care efficiency.
Basis of Presentation
The unaudited interim condensed consolidated financial statements of the Company as of April 30, 2026 and July 31, 2025 and for the three and nine months ended April 30, 2026 and 2025 should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2025 (the “Annual Report”), which was filed with the SEC on October 29, 2025. In these notes to the interim condensed consolidated financial statements the terms “us,” “we” or “our” refer to the Company and its consolidated subsidiaries.
These interim condensed consolidated financial statements are unaudited and were prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim reporting and with the SEC’s instructions to Form 10-Q and Article 10 of Regulation S-X. They include the accounts of all wholly owned subsidiaries and all significant inter-company accounts and transactions have been eliminated in consolidation. Amounts are presented in thousands, except number of shares and per share data.
The preparation of interim condensed consolidated financial statements requires management to make assumptions and estimates that impact the amounts reported. These interim condensed consolidated financial statements reflect all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the Company’s results of operations, financial position and cash flows for the interim periods ended April 30, 2026 and 2025; however, certain information and footnote disclosures normally included in our audited consolidated financial statements included in our Annual Report have been condensed or omitted as permitted by GAAP. It is important to note that the Company’s results of operations and cash flows for interim periods are not necessarily indicative of the results of operations and cash flows to be expected for a full fiscal year or any interim period.
Segment Information
The Company has identified its Chief Executive Officer as the chief operating decision maker (“CODM”) who uses consolidated financial information to make operating decisions, assess financial performance, and allocate resources. The Company’s operations constitute a single operating segment and therefore, a single reportable segment, because the CODM manages the business activities using information of the Company as a whole. Net loss is used to monitor budget versus actual results. The Company’s significant expenses, regularly reviewed by the CODM, are consistent with those reported on the Company’s consolidated statements of operations, and expenses are not regularly reviewed on a more disaggregated basis for purpose of assessing segment performance and deciding how to allocate resources.
Consolidation Policy
Our consolidated financial statements are consolidated in accordance with U.S. GAAP and include our accounts and the accounts of our wholly owned subsidiaries. We eliminate all intercompany transactions from our financial results.
Risk and Uncertainties
Factors that could affect our future operating results and cause actual results to vary materially from management’s expectation include, but are not limited to: our ability to maintain and secure adequate capital to fund our operations and fully develop our product(s); our ability to source strong opportunities with sufficient risk adjusted returns; acceptance of the terms and conditions of our licenses and/or the acceptance of our royalties and fees; the nature and extent of competition from other companies that may reduce market share and create pressure on pricing and investment return expectations; changes in the projects in which we plan to invest which result from factors beyond our control, including, but not limited to, a change in circumstances, capacity and economic impacts; changes in laws, regulations, accounting, taxation, and other requirements affecting our operations and business. Negative developments in these or other risk factors could have a significant adverse effect on our financial position, results of operations and cash flows.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. We base our estimates on experience and various other assumptions that are believed to be reasonable under the circumstances. We evaluate our estimates and assumptions on a regular basis and actual results may differ from those estimates.
| F-6 |
Concentration of Credit Risk
Financial
instruments that potentially expose the Company to credit risk consist of demand deposits with a financial institution. The Company is
exposed to credit risk on its cash and cash equivalents in the event of default by the financial institution to the extent account balances
exceed the amount insured by the FDIC, which is $
Contract Liabilities
The Company receives payments from customers based upon contractual billing schedules. Contract liabilities include payments received in advance of performance under the contract. Contract assets include amounts related to the Company’s contractual right to consideration for completed performance obligations not yet invoiced. Our contract assets and liabilities are reported on an individual contract basis at the end of each reporting period. Contract liabilities are classified as current or noncurrent based on the timing of when we expect to recognize revenue. The Company expects to recognize all outstanding contract liabilities over the next 12 months.
Revenue Recognition
The Company’s revenue recognition policy is to recognize revenue in accordance with ASC 606, “Revenue from Contracts with Customers.” The Company follows the five-step model provided by ASC Topic 606 in order to recognize revenue in the following manner: 1) Identify the contract; 2) Identify the performance obligations of the contract; 3) Determine the transaction price of the contract; 4) Allocate the transaction price to the performance obligations; and 5) Recognize revenue. An entity recognizes revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services.
Often contracts contain more than one performance obligation. Performance obligations are the unit of accounting for revenue recognition and generally represent the distinct goods or services that are promised to the customer. Revenue is recognized net of any taxes collected and subsequently remitted to governmental authorities. If we determine that we have not satisfied a performance obligation, we defer recognition of the revenue until the performance obligation is satisfied. The agreements are generally non-cancellable or contain significant penalties for early cancellation, although customers typically have the right to terminate their contracts for cause if we fail to perform material obligations. However, if non-standard acceptance periods, non-standard performance criteria, or cancellation or right of refund terms are required, revenue is recognized upon the satisfaction of such criteria.
Advertising and Marketing
Advertising
and marketing costs are expensed as incurred in accordance with ASC 720-35, “Advertising Costs.” We incurred advertising
and marketing costs of $
| F-7 |
We determine basic loss per share and diluted loss per share in accordance with the provisions of ASC 260, “Earnings Per Share.” Basic loss per share excludes dilution and is computed by dividing earnings available to common stockholders by the weighted-average number of common shares outstanding for the period. The calculation of diluted income loss per share is similar to that of basic earnings per share, except the denominator is increased, if the earnings are positive, to include the number of additional common shares that would have been outstanding if all potentially dilutive common shares had been exercised.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which improves financial reporting by requiring public entities to disclose additional information about specific expense categories in the notes of the financial statements at interim and annual reporting period. ASU 2024-03 is effective for all public entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the effect of adopting this ASU, but does not believe it will impact the Company.
In December, 2023, the FASB issued ASU No. 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” which requires two primary enhancements of 1) disaggregated information on a reporting entity’s effective tax rate reconciliation, and 2) information on income taxes paid. For public business entities, the new requirements will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company believes the pronouncement and its impact on its income tax disclosures and related cash flow disclosures, does not impact the Company’s results of operations, or financial condition, but plans to adopt as of July 31, 2026, the Company fiscal year-end.
NOTE 2 - GOING CONCERN
The
accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the
Company as a going concern. The Company had net losses of $
In view of these matters, our ability to continue as a going concern is dependent upon the continuing marketing and sales of our product to achieve a level of profitability. We intend to finance our future development activities and our working capital needs from the sale of private and public equity securities with possible additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. There is no assurance funding will be available at this time or at acceptable terms, however. Although the Company believes in the viability of management’s strategy to generate sufficient revenue, control costs and the ability to raise additional capital, there can be no assurances to that effect. Therefore, the accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should we be unable to continue as a going concern.
The
Company expects that its cash and cash equivalents of $
NOTE 3 - PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following at April 30, 2026 and July 31, 2025:
| April 30, 2026 | July 31, 2025 | |||||||
| Equipment | $ | $ | ||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| Total property and equipment, net | $ | $ | ||||||
| F-8 |
Depreciation
expense for the nine months ended April 30, 2026 and 2025 was $
NOTE 4 - LEASES
In
February 2026, the Company entered into a noncancelable operating lease for approximately
Right-of-use
(“ROU”) assets represent the Company’s right to use an underlying asset for the lease term, and lease liabilities represent
the Company’s obligation to make lease payments arising from the lease. The ROU asset and lease liability were recognized at the
commencement date based on the present value of the future minimum lease payments over the lease term. As the rate implicit in the lease
was not readily determinable, the Company used its estimated incremental borrowing rate of
The components of the Company’s operating lease balances as of April 30, 2026 and July 31, 2025 were as follows:
SCHEDULE OF OPERATING LEASE BALANCES
| April 30, 2026 | July 31, 2025 | |||||||
| Right-of-use asset, net | $ | $ | ||||||
| Tenant improvement allowance receivable | $ | |||||||
| Operating lease liability | $ | |||||||
Operating
lease cost, which is recognized on a straight-line basis and included in “Selling, general and administrative” expenses on
the interim condensed consolidated statements of operations, was $
Future minimum lease payments under the noncancelable operating lease as of April 30, 2026 were as follows:
SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS
| Amount | ||||
| 2026 (remaining three months) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| Thereafter | ||||
| Total undiscounted lease payments | $ | |||
| Less: imputed interest | ( | ) | ||
| Present value of operating lease liability | $ | |||
As
of April 30, 2026, the weighted-average remaining lease term was approximately
| F-9 |
NOTE 5 - INTANGIBLES, NET
Intangibles, net consisted of the following at April 30, 2026 and July 31, 2025:
| As of April 30, 2026 | ||||||||||||||||
| Accumulated | Reserve for | |||||||||||||||
| Cost | Amortization | Impairment | Net | |||||||||||||
| Software | $ | $ | ( | ) | $ | $ | ||||||||||
| Intangible assets in-process | ( | ) | ||||||||||||||
| Patents | ( | ) | ||||||||||||||
| Website | ( | ) | ||||||||||||||
| Total intangibles | $ | $ | ( | ) | $ | ( | ) | $ | ||||||||
| As of July 31, 2025 | ||||||||||||||||
| Accumulated | Reserve for | |||||||||||||||
| Cost | Amortization | Impairment | Net | |||||||||||||
| Software | $ | $ | ( | ) | $ | $ | ||||||||||
| Intangible assets in-process | ||||||||||||||||
| Patents | ( | ) | ||||||||||||||
| Website | ( | ) | ||||||||||||||
| Total intangibles | $ | $ | ( | ) | $ | $ | ||||||||||
Amortization
expense for the nine months ended April 30, 2026 and 2025 was $
The Company capitalizes certain qualifying costs incurred during the application development stage of internal-use software in accordance with ASC 350-40, Internal-Use Software. Capitalized costs primarily related to the development of the Company’s AI-based software platform and associated technologies.
As
of January 31, 2026, the Company had $
During the quarter ended April 30, 2026, management identified additional impairment indicators requiring reassessment of recoverability. Specifically, anticipated commercialization opportunities and expected customer contract activity did not materialize as previously expected. In addition, forecasted revenue growth associated with the software platform was delayed or reduced, and the Company continued to incur operating losses and negative cash flows while experiencing ongoing uncertainty regarding future revenue generation and access to capital.
As a result of these developments, management reassessed the assumptions supporting its prior recoverability and fair value conclusions. Management determined that the absence of executed customer contracts, continued commercialization delays, and increased uncertainty regarding future economic benefit materially weakened support for the prior assumption that a market participant would attribute value to the developed technology at or near its carrying value.
Accordingly,
management concluded that the carrying amount of the capitalized software development costs was no longer recoverable and recorded a
non-cash impairment charge of $
| F-10 |
Following recognition of the impairment charge, the carrying value of software intangible assets in process was reduced to zero as of April 30, 2026.
We
recognized a $
Intangibles
are amortized over their estimated useful lives of
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total expected amortization expense | $ |
NOTE 6 - CURRENT LIABILITIES
Current liabilities consisted of the following at April 30, 2026, and July 31, 2025:
| April 30, 2026 | July 31, 2025 | |||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Accounts payable and accrued expenses, related party | ||||||||
| Accrued officers’ payroll | ||||||||
| Payroll taxes payable | ||||||||
Contract liabilities | ||||||||
| Operating lease liability - current | ||||||||
| Total current liabilities | $ | $ | ||||||
NOTE 7 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES, RELATED PARTY
| April 30, 2026 | July 31, 2025 | |||||||
| Accounts payable, related party | $ | $ | ||||||
| Accrued expenses, related party | ||||||||
| Accounts payable and accrued expenses, related party | $ | $ | ||||||
NOTE 8 – OTHER LIABILITIES
| April 30, 2026 | July 31, 2025 | |||||||
| Operating lease liability | $ | $ | ||||||
| Total other liabilities | $ | $ | ||||||
NOTE 9 - COMMON STOCK
At April 30, 2026 and July 31, 2025, we had and shares of common stock outstanding, respectively. During the nine months ended April 30, 2026, we issued shares for compensation. During the fiscal year ended July 31, 2025, we issued unregistered shares of our common stock, of which shares were issued for cash, shares for a loan modification fee, were issued for conversion of debt and related accrued interest, shares were issued for services and were issued for compensation.
On March 23, 2026, the Company filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation with the Nevada Secretary of State to (i) increase the total number of authorized shares of common stock from to and (ii) authorize shares of “blank check” preferred stock. The Certificate of Amendment was filed following the receipt of written consents from the holders of a majority of the Company’s outstanding shares of common stock. As of April 30, 2026, shares of preferred stock have been designated or issued.
| F-11 |
On August 1, 2025, we issued unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated August 1, 2024, at an estimated grant date fair value of $ per share on such issuance date.
On August 1, 2025, we issued unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated August 1, 2025, at an estimated grant date fair value of $ per share on such issuance date.
On August 1, 2025, we issued unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated August 1, 2025, at an estimated grant date fair value of $ per share on such issuance date.
On August 25, 2025, we issued unregistered shares of our common stock to a member of our Board of Directors as compensation for serving on the Board and for providing certain other business advisory services at an estimated grant date fair value of $ per share on such issuance date.
On August 31, 2025, we issued unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated September 1, 2023, at an estimated grant date fair value of $ per share on such issuance date.
On September 19, 2025, we issued unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated August 1, 2025, at an estimated grant date fair value of $ per share on such issuance date.
On September 24, 2025, we issued unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated March 24, 2025, at an estimated grant date fair value of $ per share on such issuance date.
On October 19, 2025, we issued unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated October 19, 2020, at an estimated grant date fair value of $ per share on such issuance date.
On October 24, 2025, we issued unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated October 24, 2024, at an estimated grant date fair value of $ per share on such issuance date.
On November 15, 2025, we issued unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated August 1, 2024, at an estimated grant date fair value of $ per share on such issuance date.
On November 15, 2025, we issued unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated January 13, 2025, at an estimated grant date fair value of $ per share on such issuance date.
On November 15, 2025, we issued unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated November 15, 2024, at an estimated grant date fair value of $ per share on such issuance date.
On December 1, 2025, we issued unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated December 2, 2024, at an estimated grant date fair value of $ per share on such issuance date.
On December 2, 2025, we issued unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated December 2, 2024, at an estimated grant date fair value of $ per share on such issuance date.
| F-12 |
On December 4, 2025, we issued unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated December 4, 2024, at an estimated grant date fair value of $ per share on such issuance date.
On December 15, 2025, we issued unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated January 2, 2025, at an estimated grant date fair value of $ per share on such issuance date.
On January 1, 2026, we issued unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated November 1, 2025, at an estimated grant date fair value of $ per share on such issuance date.
On January 1, 2026, we issued unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated November 1, 2025, at an estimated grant date fair value of $ per share on such issuance date.
On January 2, 2026, we issued unregistered shares of our common stock to an employee pursuant to the terms of their employment agreement. The shares were issued upon the vesting of shares from a restricted stock award dated November 1, 2025, at an estimated grant date fair value of $ per share on such issuance date.
On January 5, 2026, we issued unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated December 2, 2024, at an estimated grant date fair value of $ per share on such issuance date.
On January 8, 2026, we issued unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated January 6, 2025, at an estimated grant date fair value of $ per share on such issuance date.
On January 8, 2026, we issued unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated March 17, 2025, at an estimated grant date fair value of $ per share on such issuance date.
On January 20, 2026, we issued unregistered shares of our common stock to an employee pursuant to the terms of their employment agreement. The shares were issued upon the vesting of shares from a restricted stock award dated January 20, 2025, at an estimated grant date fair value of $ per share on such issuance date.
On February 1, 2026, we issued unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued from a restricted stock award dated February 1, 2026, at an estimated grant date fair value of $ per share on such issuance date.
On February 11, 2026, we issued unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated February 11, 2025, at an estimated grant date fair value of $ per share on such issuance date.
On March 1, 2026, we issued unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated April 1, 2025, at an estimated grant date fair value of $ per share on such issuance date.
On March 14, 2026, we issued unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated March 14, 2025, at an estimated grant date fair value of $ per share on such issuance date.
On April 1, 2026, we issued unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated April 1, 2025, at an estimated grant date fair value of $ per share on such issuance date.
On April 1, 2026, we issued unregistered shares of our common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated April 1, 2025, at an estimated grant date fair value of $ per share on such issuance date.
| F-13 |
On April 15, 2026, we issued an aggregate of unregistered shares of our common stock to three FKP Advisor LLC individuals, of which were issued to a member of our Board of Directors as compensation for serving on the Board and for providing certain other business advisory services. The shares were issued upon the vesting of shares from restricted stock awards dated April 15, 2025, at an estimated grant date fair value of $ per share on such issuance date.
Our stock-based compensation programs are long-term retention awards that are intended to attract, retain, and provide incentives for employees, officers and directors, and to align stockholder and employee interest. We utilize grants of both stock options and warrants and restricted stock to achieve those goals.
Summary of Stock Options and Warrants
During the nine months ended April 30, 2026 and 2025, we recorded compensation expense related to stock options and warrant, respectively. As of April 30, 2026 we only had one individual that still has Warrants that are exercisable. There are no longer any Stock options.
Number of Warrants | Weighted Price | |||||||||||||||
| Balance at beginning of year | $ | |||||||||||||||
| Cancelled | ||||||||||||||||
| Options Expired | ( | ) | ||||||||||||||
| Balance at end of period | $ | |||||||||||||||
| Warrants exercisable | $ | |||||||||||||||
Summary of Restricted Stock Grants
During the nine months ended April 30, 2026 and 2025, we recorded compensation expense related to restricted stock grants of $ and $, respectively. The grant date fair value of restricted stock awards during the nine months ended April 30, 2026 and 2025 was $ and $, respectively. As of April 30, 2026, there was approximately $ of total unrecognized stock-based compensation expense related to unvested restricted stock awards, which is expected to be recognized over a weighted-average remaining recognition period of approximately years.
The following table summarizes our restricted stock activity for the nine months ended April 30, 2026 and fiscal year ended July 31, 2025:
| April 30, 2026 | July 31, 2025 | |||||||
| Balance at beginning of period | ||||||||
| Granted | ||||||||
| Expired / Cancelled | ( | ) | ( | ) | ||||
| Released | ( | ) | ( | ) | ||||
| Balance at end of period | ||||||||
NOTE 11 - RELATED PARTY TRANSACTIONS
The
Company has periodically obtained loans from related parties, primarily shareholders for which there are no formal written commitment
for continued support by shareholders or others. Amounts loaned primarily relate to amounts paid to vendors. The loans are considered
temporary in nature and have not been formalized by any written agreement. As of April 30, 2026 and July 31, 2025, related parties were
owed $ and $
For
compensation after August 1, 2023, we entered into a Non-Employee Chief Executive Officer Engagement Agreement (the “Contract CEO
Agreement”) with Platinum Equity Advisors, LLC (“Platinum Equity”), a related party, to provide the services of our
CEO and Chairman of the Board of Directors. Platinum Equity Advisors, LLC is a related party, is our largest shareholder, and is owned
For
the nine months ending April 30, 2026, the Company recognized $
NOTE 12 - COMMITMENTS AND CONTINGENCIES
Operating Leases
In
addition to the operating lease described in Note 4 - Leases, the Company has lease agreements for certain personal and real
property with initial lease terms of 12 months or less that are not recorded on the balance sheet. Our lease agreements do not
include any significant renewal options. Our lease agreements do not contain any material residual value guarantees or material
restrictive covenants. On May 1, 2026, we entered into a two-year lease agreement for $
NOTE 13 - SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date these interim condensed consolidated financial statements were available to be issued and determined that there were no material subsequent events requiring recognition or disclosure in these interim condensed consolidated financial statements.
Subsequent to April 30, 2026 and prior
to the filing of this Report, the Company issued unregistered shares of its common stock to an accredited investors in a private
“friends and family” capital raise for aggregate gross proceeds of $
| F-14 |
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
THE FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO NUMEROUS RISKS AND UNCERTAINTIES, INCLUDING OUR ABILITY TO COMMERCIALIZE NEW PRODUCTS, HIRE AND RETAIN KEY PERSONNEL, AND SECURE SUFFICIENT FUNDING TO EXECUTE OUR GROWTH PLAN. IF OUR ASSUMPTIONS REGARDING PLANNED EXPENDITURES OR REVENUE GENERATION PROVE INACCURATE, WE MAY NEED TO ADJUST OUR STRATEGIC TIMELINE OR RESOURCE ALLOCATION,WHILE WE BELIEVE THESE PATENTS PROVIDE MEANINGFUL PROTECTION FOR CERTAIN ASPECTS OF OUR TECHNOLOGY, THERE IS NO GUARANTEE THAT THEY WILL PREVENT ALL COMPETITORS FROM DEVELOPING SIMILAR PRODUCTS, FAILURE TO COMPLY WITH THE FAMILY EDUCATIONAL RIGHTS AND PRIVACY ACT (“FERPA”) COULD LIMIT OR DELAY OUR ABILITY TO DEPLOY SAFESCHOOL™ IN CERTAIN JURISDICTIONS, IMPACT CUSTOMER ADOPTION, OR EXPOSE THE COMPANY TO REGULATORY RISK AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS” AND THOSE INCLUDED ELSEWHERE IN THIS REPORT.
Overview
SafeSpace Global Corporation (collectively the “Company,” “we,” “our” or “us”) is a multimodal AI technology solutions company with a dedicated team focused on driving safety innovation across multiple industries. We are currently marketing products and solutions that utilize advanced AI tools to monitor and enhance resident safety, reduce the risk of injuries, and improve overall care efficiency.
Strategy
Our primary objective is to expand the adoption of our life-saving multimodal AI technology across both existing and emerging verticals. These include senior living, education, transportation, and corrections—with future expansion planned into commercial infrastructure and high-risk institutional settings. To support this growth, we have strengthened our development team with senior IT architects, AI specialists, and systems engineers who are accelerating product innovation and market deployment on a global scale. A key pillar of this strategy is our dedicated sales force, which brings both deep domain knowledge and a shared commitment to leveraging AI to save lives. This integrated team is actively driving customer engagement, market penetration, and adoption of our multimodal safety solutions across diverse environments.
Financial and Operating Results
As of the date of this filing, the Company has approximately $900,000 in cash and cash equivalents, including amounts from recent private placements. While management is actively pursuing additional capital raising activities, the proceeds raised to date are not expected to be sufficient to fully fund the Company’s operations and planned strategic initiatives, including investments in advanced AI technology and the expansion of its technology development team, over the next five years. The Company’s operations are primarily focused on the development and commercialization of technology solutions and are currently financed principally through equity capital activities rather than through a traditional operating cycle. As discussed in Note 2, the Company’s recurring losses, accumulated deficit, and negative cash flows from operations raise substantial doubt regarding the Company’s ability to continue as a going concern, and the Company’s ability to execute on its strategic plan will depend on its success in raising additional capital. Notwithstanding these conditions, SafeSpace Global Corporation remains committed to driving innovation in healthcare technology, with a focus on solutions that enhance safety, efficiency, and patient outcomes across various care settings.
Impairment of Capitalized Software Development Costs
During the quarter ended April 30, 2026, the Company recorded a non-cash impairment charge of $1,222,580 related to capitalized software development costs. The impairment resulted from management’s reassessment of commercialization expectations and future economic benefit associated with the Company’s software platform. While management previously believed the developed technology possessed value that would be recognized by market participants and supported by anticipated customer adoption and commercialization opportunities, those assumptions did not materialize during the current period. Specifically, anticipated contract activity and commercialization milestones were delayed or did not occur as expected, resulting in a reassessment of recoverability and the recognition of a full impairment charge.
Highlights and Achievements
Highlights and achievements include:
| ● | We renewed and broadened our partnership with Signature HealthCARE, a multi-state senior living and post-acute care operator, to scale our multimodal AI safety platform across its communities. The expansion is intended to strengthen proactive resident safety, standardize reporting and safety practices portfolio-wide, and support staffing efficiency in a labor-constrained environment. | |
| ● | We secured a new partnership with Wayman Place (Longwood, FL) to implement our non-wearable elopement detection solution in its assisted living community, underscoring continued demand for resident-centric safety technology that preserves dignity and independence. | |
| ● |
On June 1, 2026, prior to the filing of this Report, the Company issued 1,250,000 unregistered shares of its common stock to an accredited investors in a private “friends and family” capital raise for aggregate gross proceeds of $250,000, at a price of $0.20 per share. The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D thereunder. This investment will be used for general corporate purposes and we are continuing this $0.20 round of “friends and family” and expect to raise another $6,000,000 in the near future. |
We believe these arrangements advance our senior living strategy by promoting platform adoption that consolidates key safety functions—such as elopement detection, real-time alerts, visitor safety, investigation support, and staff workflow tools—into a single secure dashboard, reducing manual monitoring and improving response times.
| 4 |
Results of Operations
Three Months Ending April 30, 2026 Compared to the Three Months Ending April 30, 2025
Revenues
We generated revenue of $11,258 during the three months ended April 30, 2026, compared to no revenue during the three months ended April 30, 2025. The revenue was generated from contracts with customers for our multimodal AI safety solutions as we began to commercialize our products during the current period.
Cost of Revenue
Cost of revenue was $39,271 during the three months ended April 30, 2026, compared to no cost of revenue during the three months ended April 30, 2025. Cost of revenue consists primarily of the direct costs of delivering our solutions during the initial commercialization of our products. We expensed these direct installation costs as this was our first customer, however we expect future costs like these will be borne by the customer, and do not expect to have margin losses going forward.
Gross Margin
We recognized a gross margin loss of $28,013 during the three months ended April 30, 2026, compared to no gross margin during the three months ended April 30, 2025. The negative gross margin reflects the early stage of our commercialization efforts, during which the direct costs of delivering our initial contracts exceeded the related revenue recognized.
Operating Expenses
The table below presents a comparison of our operating expenses for the three months ending April 30, 2026 and 2025:
For the Three Months Ending April 30, | ||||||||||||||||
| 2026 | 2025 | $ Variance | %Variance | |||||||||||||
| Officers’ compensation | $ | 401,627 | $ | 148,164 | $ | 253,463 | 171 | % | ||||||||
| Salaries and wages | 249,217 | 47,335 | 201,882 | 426 | % | |||||||||||
| Bonuses and incentives | 20,203 | 122,645 | (102,442 | ) | (84 | )% | ||||||||||
| Contract labor | 219,846 | 95,892 | 123,954 | 129 | % | |||||||||||
| Professional fees | 157,588 | 190,975 | (33,387 | ) | (17 | )% | ||||||||||
| Insurance | 86,404 | 14,997 | 71,407 | 476 | % | |||||||||||
| Software development | 605,716 | 76,200 | 529,516 | 695 | % | |||||||||||
| Sales support | 14,043 | 50,710 | (36,667 | ) | (72 | )% | ||||||||||
| Travel and entertainment | 126,564 | 65,607 | 60,957 | 93 | % | |||||||||||
| Advertising and marketing | 68,725 | 73,783 | (5,058 | ) | (7 | )% | ||||||||||
| Rent expense | 72,712 | 20,749 | 51,963 | 250 | % | |||||||||||
| Office expense | 60,825 | 21,560 | 39,265 | 182 | % | |||||||||||
| Other | 230 | 10,609 | (10,379 | ) | (98 | )% | ||||||||||
| Total selling, general & administrative | 2,083,700 | 939,226 | 1,144,474 | 122 | % | |||||||||||
| Stock-based compensation | 154,981 | 363,555 | (208,574 | ) | (57 | )% | ||||||||||
| Amortization expense | 690 | 122,002 | (121,312 | ) | (99 | )% | ||||||||||
| Depreciation expense | 1,448 | - | 1,448 | - | % | |||||||||||
| Impairment of intangibles | 1,222,580 | - | 1,222,580 | - | % | |||||||||||
| Total Operating Expenses | $ | 3,463,399 | $ | 1,424,783 | $ | 2,038,616 | 143 | % | ||||||||
Officers’ compensation - Officers’ compensation increased $253,463, or 171%, compared to the prior-year period. The increase was primarily attributable to higher executive compensation from the addition of executive leadership personnel and annual compensation increases.
| 5 |
Salaries and wages – Salaries and wages increased $201,882, or 426%, compared to the prior-year period. The increase was primarily attributable to the addition of finance, accounting, and administrative personnel during the current quarter.
Bonuses and incentives – Bonuses and incentives decreased $102,442, or 84%, compared to the prior-year period. The decrease reflects lower performance-based incentive compensation recognized during the current quarter.
Contract labor – Contract labor increased $123,954, or 129%, compared to the prior-year period. The increase was primarily attributable to the engagement of contract operational, finance, accounting, and administrative personnel to support expanded business activities.
Professional Fees - Professional fees decreased $33,387, or 17%, compared to the prior-year period. The decrease was primarily due to lower legal, accounting, and IT support fees incurred during the current quarter.
Insurance - Insurance expense increased $71,407, or 476%, compared to the prior-year period. The increase reflects the addition of corporate insurance policies, including directors’ and officers’ insurance, as well as other business coverage obtained during the current period.
Software Development – Software development expenses increased $529,516, or 695%, compared to the prior-year period. The increase was primarily attributable to expanded software development activities during the current quarter.
Sales support – Sales support expenses decreased $36,667, or 72%, compared to the prior-year period. The decrease reflects reduced sales support activities during the current quarter.
Travel and entertainment – Travel and entertainment expense increased $60,957, or 93%, compared to the prior-year period. The increase was primarily due to increased business travel by senior management and business development personnel.
Advertising and Marketing - Advertising and marketing expense decreased $5,058, or 7%, compared to the prior-year period. The decrease reflects reduced marketing campaigns and promotional activities during the current quarter.
Rent expense – Rent expense increased $51,963, or 250%, compared to the prior-year period. The increase was primarily due to the addition of rent expense from space in the Nashville area recognized during the current quarter.
Office expense - Office expense increased $39,265, or 182%, compared to the prior-year period, reflecting higher general office-related costs associated with expanded operations.
Other - Other expenses decreased $10,379, or 98%, compared to the prior-year period due to decreases in office expense activity over the same period in the prior year.
Stock-based Compensation - Stock-based compensation expense decreased $208,574, or 57%, compared to the prior-year period. The decrease was primarily attributable to the forfeiture and cancellation of certain restricted stock awards during the current quarter.
Amortization expense - Amortization expense decreased $121,312, or 99%, compared to the prior-year period. The decrease was primarily due to the full amortization of previously capitalized software development costs.
Depreciation expense - Depreciation expense increased $1,448 compared to the prior-year period, which had no comparable expense. The increase reflects property and equipment placed in service during the current period.
Impairment of intangibles – Impairment of intangibles increased $1,222,580 compared to the prior-year period. We recognized a $1,222,580 impairment charge during the current quarter related to capitalized in-process software development costs.
| 6 |
Other Income (Expense)
The table below presents a comparison of our other income (expense) for the three months ending April 30, 2026 and 2025:
For the Three Months Ending April 30, | ||||||||||||||||
| 2026 | 2025 | $ Variance | %Variance | |||||||||||||
| Extinguishment of liabilities | $ | - | $ | 113,645 | $ | (113,645 | ) | (100 | )% | |||||||
| Interest expense | - | (6,872 | ) | 6,872 | 100 | % | ||||||||||
| Interest income | 23,406 | 7,367 | 16,039 | 218 | % | |||||||||||
| Total | $ | 23,406 | $ | 114,140 | $ | (90,734 | ) | (79 | )% | |||||||
Extinguishment of liabilities - Extinguishment of liabilities decreased $113,645 over the same period in the prior year due to holders exchanging 5% Convertible Promissory Notes plus accrued interest through the conversion date at a conversion price of $0.50 per share during 2025, the settlement of the Note Payable to Acorn Management Partners in 2025 offset by a loss for the unamortized issuance costs from Platinum.
Interest Expense - Interest expense decreased $6,872 over the prior year. Interest expense decreased due to the payoff of all outstanding debt.
Interest income - Interest income increased $16,039 for the three months ended April 30, 2026, resulting from interest earned from our outstanding cash balances, compared to $7,367 of interest income during the three months ended April 30, 2025.
Nine Months Ending April 30, 2026 Compared to the Nine Months Ending April 30, 2025
Revenues
We generated revenue of $11,258 during the nine months ended April 30, 2026, compared to no revenue during the nine months ended April 30, 2025. The revenue was generated from contracts with customers for our multimodal AI safety solutions as we began to commercialize our products during the current period.
Cost of Revenue
Cost of revenue was $39,271 during the nine months ended April 30, 2026, compared to no cost of revenue during the nine months ended April 30, 2025. Cost of revenue consists primarily of the direct costs of delivering our solutions during the initial commercialization of our products.
Gross Margin
We recognized a gross margin loss of $28,013 during the nine months ended April 30, 2026, compared to no gross margin during the nine months ended April 30, 2025. The negative gross margin reflects the early stage of our commercialization efforts, during which the direct costs of delivering our initial contracts exceeded the related revenue recognized.
Operating Expenses
The table below presents a comparison of our operating expenses for the nine months ending April 30, 2026 and 2025:
For the Nine Months Ending April 30, | ||||||||||||||||
| 2026 | 2025 | $ Variance | %Variance | |||||||||||||
| Officers’ compensation | $ | 1,054,391 | $ | 426,082 | $ | 628,309 | 147 | % | ||||||||
| Salaries and wages | 555,246 | 47,335 | 507,911 | 1,073 | % | |||||||||||
| Bonuses and incentives | 61,160 | 122,645 | (61,485 | ) | (50 | )% | ||||||||||
| Contract labor | 487,726 | 162,845 | 324,881 | 200 | % | |||||||||||
| Professional fees | 625,406 | 311,688 | 313,718 | 101 | % | |||||||||||
| Insurance | 244,015 | 14,997 | 229,018 | 1,527 | % | |||||||||||
| Software development | 626,493 | 148,791 | 477,702 | 321 | % | |||||||||||
| Sales support | 31,103 | 50,710 | (19,607 | ) | (39 | )% | ||||||||||
| Travel and entertainment | 306,436 | 150,750 | 155,686 | 103 | % | |||||||||||
| Advertising and marketing | 143,309 | 164,040 | (20,731 | ) | (13 | )% | ||||||||||
| Rent expense | 134,071 | 46,326 | 87,745 | 189 | % | |||||||||||
| Office expense | 147,002 | 79,180 | 67,822 | 86 | % | |||||||||||
| Other | 55,847 | 27,851 | 27,996 | 101 | % | |||||||||||
| Total selling, general & administrative | 4,472,205 | 1,753,240 | 2,718,965 | 155 | % | |||||||||||
| Stock-based compensation | 606,710 | 1,244,302 | (637,592 | ) | (51 | )% | ||||||||||
| Amortization expense | 2,068 | 299,953 | (297,885 | ) | (99 | )% | ||||||||||
| Depreciation expense | 10,953 | - | 10,953 | - | % | |||||||||||
| Impairment of intangibles | 1,222,580 | 46,225 | 1,176,355 | 2,545 | % | |||||||||||
| Total Operating Expenses | $ | 6,314,516 | $ | 3,343,720 | $ | 2,970,796 | 89 | % | ||||||||
| 7 |
Officers’ compensation - Officers’ compensation increased $628,309, or 147%, compared to the prior year period. The increase was primarily attributable to higher executive compensation resulting from the addition of executive leadership personnel and annual compensation increases during the current period.
Salaries and wages – Salaries and wages increased $507,911, or 1,073%, compared to the prior year period. The increase was primarily attributable to the conversion of certain contract personnel to employee status and the addition of finance, accounting, and administrative personnel to support expanded operations during the current period. The Company employed 32 employees as of April 30, 2026, as compared to 32 employees on April 30, 2025.
Bonuses and incentives – Bonuses and incentives decreased $61,485, or 50%, compared to the prior year period. The decrease reflects lower performance-based incentive compensation recognized during the current period.
Contract labor – Contract labor increased $324,881, or 200%, compared to the prior year period. The increase was primarily attributable to the engagement of independent contractors to support operational, administrative, and development initiatives during the current period.
Professional Fees - Professional fees increased $313,718, or 101%, compared to the prior year period. The increase was primarily due to higher legal, accounting, and IT support fees, including costs associated with regulatory compliance and reporting requirements during the current period.
Insurance - Insurance expense increased $229,018, or 1,527%, compared to the prior year period. The increase reflects the addition of corporate insurance policies, including directors’ and officers’ insurance, as well as other business coverage obtained during the current period.
Software Development – Software development expenses increased $477,702, or 321%, compared to the prior year period. The increase was primarily attributable to expanded software development activities during the current period.
Sales support – Sales support expenses decreased $19,607, or 39%, compared to the prior year period. The decrease reflects reduced sales support activities during the current period.
Travel and entertainment – Travel and entertainment expense increased $155,686, or 103%, compared to the prior year period. The increase was primarily due to increased business travel by senior management and expanded business development efforts during the current period.
Advertising and Marketing - Advertising and marketing expenses decreased $20,731, or 13%, compared to the prior year period. The decrease reflects reduced marketing campaigns and promotional activities during the current period.
Rent expense – Rent expense increased $87,745, or 189%, compared to the prior-year period. The increase was primarily due to the addition of leased office space and rent expense from space in the Nashville area during the current period.
Office expense - Office expense increased $67,822, or 86%, compared to the prior year period. The increase reflects higher general office-related costs associated with expanded operations during the current period.
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Other - Other expenses increased $27,996, or 101%, compared to the prior year period. The increase reflects higher miscellaneous operating expenses during the current period.
Stock-based Compensation - Stock-based compensation expense decreased $637,592, or 51%, compared to the prior year period. The decrease reflects lower expense recognized during the current period due to the forfeiture, cancellation, or near completion of amortization of certain equity awards granted in prior periods.
Amortization expense- Amortization expense decreased $297,885, or 99%, compared to the prior year period. The decrease was primarily due to the full amortization of previously capitalized software development costs.
Depreciation expense - Depreciation expense increased $10,953 compared to the prior year period, which had no comparable expense. The increase reflects property and equipment placed in service during the current period.
Impairment of intangibles – Impairment of intangibles increased $1,176,355 compared to the prior-year period. We recognized a $1,222,580 impairment charge during the current period related to capitalized in-process software development costs, compared to a $46,225 charge in the prior-year period.
Other Income (Expense)
The table below presents a comparison of our other income (expense) for the nine months ended April 30, 2026 and 2025:
For the Nine Months Ending April 30, | ||||||||||||||||
| 2026 | 2025 | $ Variance | %Variance | |||||||||||||
| Extinguishment of liabilities | $ | - | $ | 113,645 | $ | (113,645 | ) | (100 | )% | |||||||
| Interest expense | - | (38,509 | ) | 38,509 | 100 | % | ||||||||||
| Interest income | 132,536 | 7,367 | 125,169 | 1,699 | % | |||||||||||
| Total | $ | 132,536 | $ | 82,503 | $ | 50,033 | 61 | % | ||||||||
Extinguishment of liabilities - Extinguishment of liabilities decreased $113,645 over the same period in the prior year due to holders exchanging 5% Convertible Promissory Notes plus accrued interest through the conversion date at a conversion price of $0.50 per share during 2025, the settlement of the Note Payable to Acorn Management Partners in 2025 offset by a loss for the unamortized issuance costs from Platinum.
Interest Expense - Interest expense decreased $38,509 over the same period in the prior year due to a decrease in the average outstanding debt balance during this same period in the prior period.
Interest income - Interest income increased $125,169 for the nine months ended April 30, 2026, resulting from interest earned from our outstanding cash balances, compared to $7,367 of interest income during the nine months ended April 30, 2025.
Liquidity and Capital Resources
The accompanying consolidated financial statements have been prepared in conformity with U.S. GAAP, which contemplates continuation of the Company as a going concern. The Company had net losses of $6,209,993 for the nine months ended April 30, 2026 and $3,261,217 for the nine months ended April 30, 2025. The Company currently maintains positive working capital; however, recurring losses, an accumulated deficit, and negative cash flows from operations raise substantial doubt regarding the Company’s ability to continue as a going concern.
In view of these matters, our ability to continue as a going concern is dependent upon the continuing marketing and sales of our product to achieve a level of profitability. We intend to finance our future development activities and our working capital needs from the sale of private and public equity securities with possible additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. There is no assurance funding will be available at this time or at acceptable terms, however. Although the Company believes in the viability of management’s strategy to generate sufficient revenue, control costs and the ability to raise additional capital, there can be no assurances to that effect. Therefore, the accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts and classifications of liabilities that might be necessary should we be unable to continue as a going concern.
The Company expects that its cash and cash equivalents of $1.7 million as of April 30, 2026 will not be sufficient to fund its operating expenses and capital expenditures for the 12 months from the issuance of these financial statements.
Liquidity
The following table summarizes our liquidity position as of April 30, 2026 and July 31, 2025:
| April 30, 2026 | July 31, 2025 | |||||||
| Cash and cash equivalents | $ | 1,738,472 | $ | 7,546,390 | ||||
| Total current assets | 2,109,736 | 7,640,434 | ||||||
| Total liabilities | (1,045,233 | ) | (366,011 | ) | ||||
| Excess of current assets over total liabilities | $ | 1,064,503 | $ | 7,274,423 | ||||
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Our total current assets as of April 30, 2026 decreased $5,530,698 as compared to July 31, 2025. The decrease is primarily due to cash used to fund operating expenses and capital expenditures during the current period.
Our total liabilities as of April 30, 2026 increased $679,222 as compared to July 31, 2025. The increase is primarily due to the recognition of operating lease obligations during the current period.
Net Cash Used by Operating Activities
We currently do not have a strong revenue source and will continue to have negative cash flow from operations for the near future. The factors in determining operating cash flows are largely the same as those that affect net earnings, except for non-cash expenses such as depreciation and amortization, stock-based compensation, and impairment of intangibles, which affect earnings but do not affect operating cash flow. Net cash used by operating activities was $4,607,003 for the nine months ending April 30, 2026, as compared to net cash used by operating activities of $1,754,005 for the comparable prior period. The increase in cash used by operating activities is primarily attributable to an increase in operating costs and the payment of accounts payable and accrued expenses, related party items.
Net Cash Used by Investing Activities
Net cash used by investing activities was $1,200,915 for the nine months ended April 30, 2026, consisting of $969,985 of cash paid for the development of intangible assets (capitalized software development costs) and $230,930 of cash paid for capital expenditures, primarily computers and equipment. We did not incur net cash used in investing activities during the comparable prior period.
Net Cash Provided by Financing Activities
The company had no net cash provided by financing activities for the nine months ending April 30, 2026. Net cash provided by financing activities was $9,709,787 for the nine months ending April 30, 2025, and was primarily due to the receipt of proceeds from the sale of our common stock. We are currently undergoing a “friends and family” round of investing and we hope to raise up to $6 million, which we believe will last us at least 12 months.
Critical Accounting Estimates
We prepare our consolidated financial statements in accordance with U.S. generally accepted accounting principles, which require our management to make estimates that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the balance sheet dates, as well as the reported amounts of revenues and expenses during the reporting periods. To the extent that there are material differences between these estimates and actual results, our financial condition or results of operations would be affected. We base our estimates on our own historical experience and other assumptions that we believe are reasonable after taking account of our circumstances and expectations for the future based on available information. We evaluate these estimates on an ongoing basis.
We consider an accounting estimate to be critical if: (i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are items within our financial statements that require estimation but are not deemed critical, as defined above.
For a detailed discussion of our significant accounting policies and related judgments, see Note 1 of the Notes to Consolidated Financial Statements in “Item 8. Financial Statements and Supplementary Data” of this report.
Capital Resources
We had no material commitments for capital expenditures as of April 30, 2026.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements as of April 30, 2026.
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Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We do not hold any market risk sensitive instruments.
Item 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Executive Officer and our Principal Accounting Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended, at the end of the period covered by this report (the “Evaluation Date”). In conducting its evaluation, management considered the material weaknesses described below in Management’s Report on Internal Control over Financial Reporting.
Our management has concluded that, as of April 30, 2026, our internal control over financial reporting is not effective based on these criteria. Management identified a material weakness related to the concentration of control in a single individual without adequate compensating controls overseeing the approval of the procurement and expense reimbursement process. Management is in the process of developing and implementing controls in place to mitigate those risks going forward.
Based on that evaluation, our Chief Executive Officer has concluded that as of the Evaluation Date we did not maintain disclosure controls and procedures that were effective in providing reasonable assurances that information required to be disclosed in our reports filed under the Securities Exchange act of 1934 was recorded, processed, summarized and reported within the time periods prescribed by SEC rules and regulations, and that such information was accumulated and communicated to our management to allow timely decisions regarding required disclosure.
Our management, including the Chief Executive Officer, and our Principal Accounting Officer, does not expect that our disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS.
None.
Item 1A. RISK FACTORS.
Not required for smaller reporting companies.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Subsequent to April 30, 2026 and prior to the filing of this Report, the Company issued 1,250,000 unregistered shares of its common stock to an accredited investor in a private “friends and family” capital raise for aggregate gross proceeds of approximately $250,000, at a price of $0.20 per share. The shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D thereunder. We are continuing this $0.20 round of “friends and family” and expect to raise another $6,000,000 in the near future.
Item 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
Item 5. OTHER INFORMATION
None.
Item 6. EXHIBITS
| Exhibit No. | Description | |
| 31.1 | Chief Executive Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 31.2 | Chief Financial Officer Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002* | |
| 32.1 | Chief Executive Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
| 32.2 | Chief Financial Officer Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002* | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SafeSpace Global Corporation | ||
| Date: June 15, 2026 | ||
| By: | /s/ Scott M. Boruff | |
| Scott M. Boruff | ||
| President, Chief Executive Officer | ||
| SafeSpace Global Corporation | ||
| Date: June 15, 2026 | ||
| By: | /s/ Scott M. Boruff | |
| Scott M. Boruff | ||
| (Principal Accounting Officer) | ||
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