Note 17 – Related party transactions

In connection with the asset acquisition described in Note 2 – Asset acquisition, the Company transferred equity consideration with a fair value of approximately $79.7 million of which 27% was attributable to the 1,954,470 exchangeable shares issued to Mr. Jackson. The exchangeable shares are exchangeable for shares of the Company’s common stock on a one-for-one basis. Mr. Jackson had no relationship with, or ownership interest in, the Company prior to this transaction. Following the transaction, Mr. Jackson entered into a services arrangement with the Company and serves as President of EMJX and Head of Asset Management. The Company evaluated the substance of the consideration transferred to Mr. Jackson and concluded that such consideration represented consideration for the acquired intellectual property rather than compensation for post-closing services. This conclusion was based on the fact that the consideration was fixed and unconditional upon closing and was not subject to any future service or vesting requirement.

Mr. Jackson is compensated for his services to the Company pursuant to a services agreement, under which he received an upfront payment of $0.5 million and receives CAD $0.1 million per month starting July 2026 for an initial 12-month term, subject to renewal. The upfront payment is recognized as expense over the initial 12-month term of the services agreement. During the three and nine months ended June 30, 2026, expense recognized related to the upfront payment was approximately $0.02 million under this arrangement. As of June 30, 2026, there were no amounts payable to Mr. Jackson under this arrangement.

Fees and compensation

For the three and nine months ended June 30, 2026, the Company’s continuing operations incurred approximately $0.1 million and $0.3 million in director fees, respectively. Directors fees were paid to the Board of Directors in their capacity as such, and are included in selling, general and administrative expenses in the condensed consolidated statements of operations.

During the three and nine months ended June 30, 2026, the Company issued to its directors and executive officers an aggregate of zero and $1.0 million, respectively, in share-based compensation, presented within selling, general and administrative expenses in the condensed consolidated statements of operations.

During the three and nine months ended June 30, 2026, the Company paid its executive officers an aggregate of $0.3 million and $1.1 million, respectively, in base wages and bonus compensation pursuant to their signed employment arrangements, presented within selling, general and administrative expenses in the condensed consolidated statements of operations.

July 2025 notes and Series A participation

As of September 30, 2025, the Company had outstanding convertible promissory notes held by certain members of the Board of Directors totaling approximately $0.5 million. The notes bore interest at 8% per annum and were convertible into the Company’s common stock at the holders’ option, subject to the terms of the agreements. All terms of the notes were consistent with those offered to other investors. Refer to Note 10 – Debt for additional information.

In October 2025, the outstanding principal and accrued interest under these notes were exchanged and extinguished in connection with the Company’s Series A financing transaction. In connection with the Series A financing, related party participants purchased an aggregate of 691 shares of Series A convertible preferred stock and received warrants exercisable for an aggregate of 32,991 shares of the Company’s common stock for aggregate consideration of approximately $0.6 million. Of the aggregate consideration, approximately $0.4 million represented the cancellation of outstanding convertible promissory notes and accrued interest, $0.2 million represented the 25% original issue discount, and no additional cash consideration paid in respect of such amount. The securities were issued on terms equivalent to those offered to other investors participating in the financing.

On February 11, 2026, the Company redeemed the Series A convertible preferred stock held by these related party participants for aggregate cash consideration of approximately $0.9 million, inclusive of the contractual 125% redemption premium. The redemption was completed on terms equivalent to those applicable to all holders of the Series A convertible preferred stock.

During the three months ended March 31, 2026, related party holders exercised an aggregate of 17,570 Series A warrants on a cashless basis, resulting in the issuance of 9,211 shares of the Company’s common stock. The warrants were exercised using a cashless exercise methodology consistent with all other cashless warrant exercises completed during the period.

Series B participation

Certain directors and executive officers participated in the Company’s Series B financing transaction, which initially closed on March 16, 2026, on terms equivalent to those offered to unaffiliated investors. Such related party participants purchased an aggregate of 126 shares of Series B convertible preferred stock and received warrants exercisable for an aggregate of 8,251 shares of the Company’s common stock for aggregate consideration of approximately $0.1 million.

Governance and controls

As of June 30, 2026 and September 30, 2025 there were no other related party loans or receivables outstanding for any shareholder with greater than 10% ownership, and the Company does not intend to enter into similar related party lending arrangements in the future.

The Company has adopted a formal Related Party Transaction Policy to ensure appropriate oversight of any future transactions with related parties. All related party transactions are subject to review and approval by the Audit Committee of the Board of Directors, in accordance with SEC Regulation S-K Item 404 and the Company’s internal policies.