Exhibit 99.2

 

 

 

 

 

img38124007_0.jpg

 

 

 

MINDWALK HOLDINGS CORP.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2026 and 2025

 

(Unaudited - Expressed in Canadian Dollars)

 

 

 

 

 

 


MINDWALK HOLDINGS CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Unaudited - Expressed in Canadian dollars)

 

 

(in thousands)

 

Note

 

July 31,
2026
$

 

 

April 30,
 2026
$

 

ASSETS

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

Cash

 

 

 

 

7,623

 

 

 

11,348

 

Amounts receivable, net

 

 

 

 

2,020

 

 

 

2,529

 

Taxes receivable

 

 

 

 

347

 

 

 

472

 

Inventory

 

 

 

 

611

 

 

 

492

 

Unbilled revenue

 

 

 

 

851

 

 

 

581

 

Prepaid expenses

 

 

 

 

762

 

 

 

798

 

 

 

 

 

 

12,214

 

 

 

16,220

 

Restricted cash

 

 

 

 

128

 

 

 

126

 

Deposit on equipment

 

 

 

 

26

 

 

 

25

 

Property and equipment

 

5, 7

 

 

3,997

 

 

 

4,047

 

Deferred tax asset

 

 

 

 

958

 

 

 

958

 

Total assets

 

 

 

 

17,323

 

 

 

21,376

 

LIABILITIES

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

9

 

 

5,442

 

 

 

4,178

 

Deferred revenue

 

 

 

 

529

 

 

 

1,073

 

Income taxes payable

 

2

 

 

188

 

 

 

81

 

Leases

 

7

 

 

483

 

 

 

457

 

 

 

 

 

 

6,642

 

 

 

5,789

 

Leases

 

7

 

 

3,001

 

 

 

3,069

 

Deferred income tax liability

 

2

 

 

769

 

 

 

769

 

Total liabilities

 

 

 

 

10,412

 

 

 

9,627

 

SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

Share capital

 

8

 

 

137,788

 

 

 

137,263

 

Contributed surplus

 

8

 

 

14,848

 

 

 

14,108

 

Accumulated other comprehensive income

 

 

 

 

3,103

 

 

 

3,121

 

Accumulated deficit

 

 

 

 

(148,828

)

 

 

(142,743

)

 

 

 

 

 

6,911

 

 

 

11,749

 

Total liabilities and shareholders’ equity

 

 

 

 

17,323

 

 

 

21,376

 

 

 

Approved and authorized on behalf of the Board of Directors on September 14, 2026

 

“Dirk Witters” Director “Jon Lieber” Director

 

 

 

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

2


MINDWALK HOLDINGS CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited - Expressed in Canadian dollars)

 

 

 

 

 

Three months ended July 31,

 

(in thousands, except share data)

 

Note

 

2026
$

 

 

2025
$

 

REVENUE

 

 

 

 

3,834

 

 

 

3,161

 

COST OF SALES

 

 

 

 

1,588

 

 

 

1,634

 

GROSS PROFIT

 

 

 

 

2,246

 

 

 

1,527

 

EXPENSES

 

 

 

 

 

 

 

 

Research and development

 

 

 

 

1,285

 

 

 

1,049

 

Sales and marketing

 

 

 

 

3,196

 

 

 

1,343

 

General and administrative

 

 

 

 

3,894

 

 

 

3,294

 

 

 

 

 

 

8,375

 

 

 

5,686

 

Loss before other income (expenses) and income taxes

 

 

 

 

(6,129

)

 

 

(4,159

)

OTHER INCOME (EXPENSES)

 

 

 

 

 

 

 

 

Grant income

 

12

 

 

—

 

 

 

6

 

Interest, accretion and other income

 

 

 

 

18

 

 

 

5

 

Unrealized foreign exchange loss

 

 

 

 

184

 

 

 

(31

)

 

 

 

 

 

202

 

 

 

(20

)

Loss before income taxes and discontinued operations

 

 

 

 

(5,927

)

 

 

(4,179

)

Income taxes

 

2

 

 

(158

)

 

 

91

 

NET LOSS FROM CONTINUING OPERATIONS

 

 

 

 

(6,085

)

 

 

(4,088

)

NET INCOME FROM DISCONTINUED OPERATIONS

 

2

 

 

—

 

 

 

1,129

 

NET LOSS FOR THE PERIOD

 

 

 

 

(6,085

)

 

 

(2,959

)

OTHER COMPREHENSIVE INCOME (LOSS)

 

 

 

 

 

 

 

 

Items that will be reclassified subsequently to loss

 

Exchange difference on translating foreign operations

 

 

(18

)

 

 

70

 

COMPREHENSIVE LOSS FOR THE PERIOD

 

 

 

 

(6,103

)

 

 

(2,889

)

LOSS PER SHARE FROM CONTINUING OPERATIONS– BASIC AND DILUTED

 

 

 

 

(0.13

)

 

 

(0.09

)

INCOME PER SHARE FROM DISCONTINUED OPERATIONS– BASIC AND DILUTED

 

 

 

 

—

 

 

 

0.02

 

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING

 

 

46,807,089

 

 

 

46,154,118

 

 

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

3


MINDWALK HOLDINGS CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited - Expressed in Canadian dollars)

 

(in thousands, except share data)

 

Number of
Shares

 

 

Share Capital
$

 

 

Contributed
Surplus
$

 

 

Accumulated
Other
Comprehensive
(Loss) Income
$

 

 

Accumulated
Deficit
$

 

 

Total
$

 

Balance, April 30, 2025

 

 

46,154,118

 

 

 

136,371

 

 

 

12,833

 

 

 

3,216

 

 

 

(128,794

)

 

 

23,626

 

Shares issued pursuant to ATM, net of issuance costs

 

 

—

 

 

 

(49

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(49

)

Share-based expense

 

 

—

 

 

 

—

 

 

 

55

 

 

 

—

 

 

 

—

 

 

 

55

 

Comprehensive loss for the period

 

 

—

 

 

 

—

 

 

 

—

 

 

 

70

 

 

 

(2,959

)

 

 

(2,889

)

Balance, July 31, 2025 (Note 2)

 

 

46,154,118

 

 

 

136,322

 

 

 

12,888

 

 

 

3,286

 

 

 

(131,753

)

 

 

20,743

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2026

 

 

46,711,866

 

 

 

137,263

 

 

 

14,108

 

 

 

3,121

 

 

 

(142,743

)

 

 

11,749

 

Shares issued pursuant to ATM, net of issuance costs

 

 

266,930

 

 

 

525

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

525

 

Shares issued pursuant to RSU vesting

 

 

11,500

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Share-based expense

 

 

—

 

 

 

—

 

 

 

740

 

 

 

—

 

 

 

—

 

 

 

740

 

Comprehensive loss for the period

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(18

)

 

 

(6,085

)

 

 

(6,103

)

Balance, July 31, 2026

 

 

46,990,296

 

 

 

137,788

 

 

 

14,848

 

 

 

3,103

 

 

 

(148,828

)

 

 

6,911

 

 

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

4


MINDWALK HOLDINGS CORP.

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited - Expressed in Canadian dollars)

 

 

 

 

 

Three months ended July 31,

 

(in thousands)

 

Note

 

2026
$

 

 

2025
$

 

Operating activities:

 

 

 

 

 

 

(Note 2)

 

Net loss for the period

 

 

 

 

(6,085

)

 

 

(2,959

)

Items not affecting cash:

 

 

 

 

 

 

 

 

Amortization and depreciation

 

5, 6

 

 

266

 

 

 

942

 

Foreign exchange

 

 

 

 

(142

)

 

 

41

 

Share-based expense

 

8, 9

 

 

740

 

 

 

55

 

 

 

 

 

 

(5,221

)

 

 

(1,921

)

Changes in non-cash working capital related to operations:

 

 

 

 

 

 

 

 

Amounts receivable

 

 

 

 

581

 

 

 

(850

)

Inventory

 

 

 

 

(119

)

 

 

(84

)

Unbilled revenue

 

 

 

 

(237

)

 

 

(627

)

Prepaid expenses

 

 

 

 

39

 

 

 

(329

)

Accounts payable and accrued liabilities

 

9

 

 

1,216

 

 

 

(986

)

Sales and income taxes payable and receivable

 

 

 

 

214

 

 

 

279

 

Deferred revenue

 

 

 

 

(515

)

 

 

305

 

Net cash used in operating activities

 

 

 

 

(4,042

)

 

 

(4,213

)

Investing activities:

 

 

 

 

 

 

 

 

Purchase of property and equipment

 

5

 

 

(78

)

 

 

(282

)

Deferred acquisition payments

 

 

 

 

—

 

 

 

(312

)

Net cash used in investing activities

 

 

 

 

(78

)

 

 

(594

)

Financing activities:

 

 

 

 

 

 

 

 

Proceeds on share issuance, net of transaction costs

 

8

 

 

525

 

 

 

(48

)

Repayment of leases

 

7

 

 

(179

)

 

 

(323

)

Net cash used in financing activities

 

 

 

 

346

 

 

 

(371

)

Increase (decrease) in cash during the period

 

 

 

 

(3,774

)

 

 

(5,178

)

Cash included in asset held for sale

 

 

 

 

—

 

 

 

(646

)

Foreign exchange

 

 

 

 

51

 

 

 

57

 

Cash – beginning of the period

 

 

 

 

11,474

 

 

 

10,791

 

Cash – end of the period

 

 

 

 

7,751

 

 

 

5,024

 

Cash is comprised of:

 

 

 

 

 

 

 

 

Cash

 

 

 

 

7,623

 

 

 

4,897

 

Restricted cash

 

 

 

 

128

 

 

 

127

 

 

 

 

 

 

7,751

 

 

 

5,024

 

Cash paid for interest

 

 

 

 

—

 

 

 

—

 

Cash paid for income tax

 

 

 

 

—

 

 

 

—

 

Cash from discontinued operations:

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

 

 

 

—

 

 

 

754

 

Net cash used in investing activities

 

 

 

 

—

 

 

 

(100

)

Net cash used in financing activities

 

 

 

 

—

 

 

 

(359

)

Supplemental cash flow information (Note 15)

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

5


MINDWALK HOLDINGS CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2026 and 2025

(Unaudited - Expressed in Canadian dollars)

1.
NATURE OF OPERATIONS

MindWalk Holdings Corp. (the "Company" or “MindWalk”) was incorporated under the laws of Alberta on November 22, 1983 before continuing into British Columbia on September 2, 2016. The Company is listed on the Nasdaq Capital Market (“Nasdaq”) under the trading symbol “HYFT.” The Company changed its corporate name from ImmunoPrecise Antibodies Ltd. to MindWalk Holdings Corp. on September 3, 2025. The Company is a supplier of custom antibody discovery services. The address of the Company's corporate office is Industrious 823 Congress Ave Suite 300 Austin, Texas 78701, United States.

 

Going concern basis

 

The condensed interim consolidated financial statements have been prepared on the basis of accounting principles applicable to a going concern. The Company has incurred operating losses since its inception, including $6.1 million for the three months ended July 31, 2026, and has accumulated a deficit of $148.8 million as of July 31, 2026. The Company had $7.6 million cash on hand as of July 31, 2026. The Company does not expect that its cash on hand as of July 31, 2026, will be sufficient to fund the Company's operations for at least one year from the date these financial statements are available to be issued.

 

2.
BASIS OF PRESENTATION AND MATERIAL ACCOUNTING POLICIES
(a)
Statement of compliance

These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). They are condensed as they do not include all of the information required for full annual financial statements, and they should be read in conjunction with the audited annual consolidated financial statements ("annual consolidated financial statements") of the Company for the year ended April 30, 2026 which are available on SEDAR at www.sedarplus.ca and with the SEC at www.sec.gov.

Certain items have been reclassified in the prior year financial statements to conform to the presentation and classification used in the current year and for discontinued operations. These reclassifications had no effect on the Company's consolidated operating results, financial position or cash flows.

These condensed interim consolidated financial statements were approved by the Company's Board of Directors on September 14, 2026.

(b)
Basis of measurement

These condensed interim consolidated financial statements have been prepared on the historical cost basis. In addition, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cashflow information.

6


MINDWALK HOLDINGS CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2026 and 2025

(Unaudited - Expressed in Canadian dollars)

(c)
Basis of consolidation

These condensed interim consolidated financial statements include the financial statements of the Company and the following subsidiaries, using their historical names, which are wholly owned and subject to control by the Company:

 

 

Name of Subsidiary

 

% Equity
Interest -
July 31, 2026 and
April 30, 2026

 

Country of
Incorporation

 

Functional Currency

ImmunoPrecise Antibodies (Canada) Ltd. d/ba/ MindWalk Biologics

 

100%

 

Canada

 

Canadian dollar

ImmunoPrecise Antibodies (USA) Ltd. ("IPA USA")

 

100%

 

USA

 

U.S. dollar

ImmunoPrecise Antibodies (N.D.) LTD

 

100%

 

USA

 

U.S. dollar

ImmunoPrecise Antibodies (MA) LLC

 

100%

 

USA

 

U.S. dollar

Talem Therapeutics LLC ("Talem")

 

100%

 

USA

 

U.S. dollar

ImmunoPrecise Netherlands B.V.

 

100%

 

Netherlands

 

Euro

BioStrand B.V. d/b/a MindWalk

 

100%

 

Belgium

 

Euro

Idea Family BV

 

100%

 

Belgium

 

Euro

BioKey BV

 

100%

 

Belgium

 

Euro

BioClue BV

 

100%

 

Belgium

 

Euro

 

Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with an entity and has the ability to affect those returns through its power over the investee. Subsidiaries are fully consolidated from the date on which control is obtained and continue to be consolidated until the date that such control ceases. Intercompany balances, transactions and unrealized intercompany gains and losses are eliminated upon consolidation.

(d)
Functional and presentation currency

The functional currency of a company is the currency of the primary economic environment in which the company operates. The presentation currency for a company is the currency in which the company chooses to present its financial statements. The presentation currency of the Company is the Canadian dollar.

Foreign currency translation

Entities whose functional currencies differ from the presentation currency are translated into Canadian dollars as follows: assets and liabilities – at the closing rate as at the reporting date, and income and expenses – at the average rate of the period. All resulting changes are recognized in other comprehensive income as cumulative translation differences.

Foreign currency transactions

Transactions in foreign currencies are translated into the functional currency at exchange rates at the date of the transactions. Foreign currency monetary assets and liabilities are translated at the functional currency exchange rate at the reporting date. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value is determined. All gains and losses on translation of these foreign currency transactions are included in profit or loss.

When the Company disposes of its entire interest in a foreign operation, or loses control, joint control, or significant influence over a foreign operation, the foreign currency gains or losses accumulated in other comprehensive income related to the foreign operation are recognized in profit or loss. If an entity disposes of part of an interest in a foreign operation which remains a subsidiary, a proportionate amount of foreign currency gains or losses accumulated in other comprehensive income related to the subsidiary are reallocated between controlling and non-controlling interests.

7


MINDWALK HOLDINGS CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2026 and 2025

(Unaudited - Expressed in Canadian dollars)

(e)
Discontinued Operations

 

The following table summarizes the major classes of line items included in income from discontinued operations, net of tax, as a result of the divestiture of IPA Europe and reclassification to discontinued operations:

 

 

 

Three months ended July 31,

 

(in thousands, except share data)

 

2026
$

 

 

2025
$

 

REVENUE

 

 

—

 

 

 

4,480

 

COST OF SALES

 

 

—

 

 

 

1,976

 

GROSS PROFIT

 

 

—

 

 

 

2,504

 

EXPENSES

 

 

 

 

 

 

Research and development

 

 

—

 

 

 

115

 

Sales and marketing

 

 

—

 

 

 

117

 

General and administrative

 

 

—

 

 

 

778

 

Amortization of intangible assets

 

 

—

 

 

 

109

 

 

 

 

—

 

 

 

1,119

 

Income before other income (expenses) and income taxes

 

 

—

 

 

 

1,385

 

OTHER INCOME (EXPENSES)

 

 

 

 

 

 

Grant income

 

 

—

 

 

 

6

 

Interest, accretion and other income

 

 

—

 

 

 

—

 

Unrealized foreign exchange loss

 

 

—

 

 

 

(1

)

 

 

 

—

 

 

 

5

 

Income before income taxes

 

 

—

 

 

 

1,390

 

Income taxes

 

 

—

 

 

 

(261

)

NET INCOME FROM DISCONTINUED OPERATIONS

 

 

—

 

 

 

1,129

 

 

 

 

3.
ADOPTION OF NEW ACCOUNTING STANDARDS

Standards adopted

Amendments to IFRS 9 and IFRS 7 – Amendments to the Classification and Measurement of Financial Instruments

These amendments clarify the requirements for the timing of recognition and derecognition of some financial assets and liabilities, with a new exception for some financial liabilities settled through an electronic cash transfer system; clarify and add further guidance for assessing whether a financial asset meets the solely payments of principal and interest (SPPI) criterion; add new disclosures for certain instruments with contractual terms that can change cash flows (such as some instruments with features linked to the achievement of environment, social and governance (ESG) targets); and make updates to the disclosures for equity instruments designated at Fair Value through Other Comprehensive Income (FVOCI). This amendment did not have a significant impact to the financial statements.

Standards not yet adopted

IFRS 18 - Presentation and Disclosure in Financial Statements

The new requirements introduced in IFRS 18 will help to achieve comparability of the financial performance of similar entities, especially related to how ‘operating profit or loss’ is defined. The new disclosures required for some management-defined performance measures will also enhance transparency. The Company is currently evaluating the impact of this standard to the financial statements.

This new standard is effective for reporting periods beginning on or after January 1, 2027.

8


MINDWALK HOLDINGS CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2026 and 2025

(Unaudited - Expressed in Canadian dollars)

4.
CRITICAL ACCOUNTING ESTIMATES AND JUDGMENTS

The preparation of the condensed interim consolidated financial statements in conformity with IFRS required estimates and judgments that affect the amounts reported in the financial statements. Actual results could differ from these estimates and judgments. Estimates are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the year in which the estimate is revised. Estimates and judgments applied in the preparation of the condensed interim consolidated financial statements are the same as those presented in the Company’s audited annual financial statements for the year ended April 30, 2026.

 

9


MINDWALK HOLDINGS CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2026 and 2025

(Unaudited - Expressed in Canadian dollars)

 

5.
PROPERTY AND EQUIPMENT

The table below includes both property and equipment and right-of-use assets.

(in thousands)

 

Computer
Hardware
$

 

 

Furniture &
Equipment
$

 

 

Building
$

 

 

Automobile
$

 

 

Leasehold
Improvements
$

 

 

Lab
Equipment
$

 

 

WIP -
Leasehold
Improvements
$

 

 

Total
$

 

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2025

 

 

281

 

 

 

45

 

 

 

16,174

 

 

 

291

 

 

 

336

 

 

 

6,255

 

 

 

110

 

 

 

23,492

 

Additions

 

 

136

 

 

 

1

 

 

 

—

 

 

 

126

 

 

 

—

 

 

 

626

 

 

 

125

 

 

 

1,014

 

Discontinued operations

 

 

(205

)

 

 

(39

)

 

 

(12,852

)

 

 

—

 

 

 

(148

)

 

 

(4,425

)

 

 

—

 

 

 

(17,669

)

Disposals

 

 

(15

)

 

 

—

 

 

 

—

 

 

 

(32

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(47

)

Foreign exchange

 

 

(8

)

 

 

1

 

 

 

211

 

 

 

4

 

 

 

2

 

 

 

(182

)

 

 

—

 

 

 

28

 

Balance, April 30, 2026

 

 

189

 

 

 

8

 

 

 

3,533

 

 

 

389

 

 

 

190

 

 

 

2,274

 

 

 

235

 

 

 

6,818

 

Additions

 

 

8

 

 

 

—

 

 

 

—

 

 

 

80

 

 

 

—

 

 

 

84

 

 

 

55

 

 

 

227

 

Disposals

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(44

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(44

)

Foreign exchange

 

 

2

 

 

 

—

 

 

 

—

 

 

 

3

 

 

 

—

 

 

 

3

 

 

 

—

 

 

 

8

 

Balance, July 31, 2026

 

 

199

 

 

 

8

 

 

 

3,533

 

 

 

428

 

 

 

190

 

 

 

2,361

 

 

 

290

 

 

 

7,009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated Depreciation:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2025

 

 

223

 

 

 

14

 

 

 

3,911

 

 

 

87

 

 

 

170

 

 

 

3,325

 

 

 

—

 

 

 

7,730

 

Depreciation

 

 

50

 

 

 

6

 

 

 

286

 

 

 

72

 

 

 

54

 

 

 

686

 

 

 

—

 

 

 

1,154

 

Discontinued operations

 

 

(129

)

 

 

(17

)

 

 

(3,262

)

 

 

—

 

 

 

(78

)

 

 

(2,822

)

 

 

—

 

 

 

(6,308

)

Disposals

 

 

(15

)

 

 

—

 

 

 

—

 

 

 

(32

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(47

)

Foreign exchange

 

 

(11

)

 

 

1

 

 

 

59

 

 

 

4

 

 

 

1

 

 

 

188

 

 

 

—

 

 

 

242

 

Balance, April 30, 2026

 

 

118

 

 

 

4

 

 

 

994

 

 

 

131

 

 

 

147

 

 

 

1,377

 

 

 

—

 

 

 

2,771

 

Depreciation

 

 

4

 

 

 

—

 

 

 

83

 

 

 

118

 

 

 

3

 

 

 

42

 

 

 

—

 

 

 

250

 

Disposals

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(39

)

 

 

—

 

 

 

—

 

 

 

—

 

 

 

(39

)

Foreign exchange

 

 

9

 

 

 

—

 

 

 

(1

)

 

 

(21

)

 

 

6

 

 

 

37

 

 

 

—

 

 

 

30

 

Balance, July 31, 2026

 

 

131

 

 

 

4

 

 

 

1,076

 

 

 

189

 

 

 

156

 

 

 

1,456

 

 

 

—

 

 

 

3,012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Book Value:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

April 30, 2026

 

 

71

 

 

 

4

 

 

 

2,539

 

 

 

258

 

 

 

43

 

 

 

897

 

 

 

235

 

 

 

4,047

 

July 31, 2026

 

 

68

 

 

 

4

 

 

 

2,457

 

 

 

239

 

 

 

34

 

 

 

905

 

 

 

290

 

 

 

3,997

 

 

10


MINDWALK HOLDINGS CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2026 and 2025

(Unaudited - Expressed in Canadian dollars)

6.
INTANGIBLE ASSETS

Changes in the value of the intangible assets during the three months ended July 31, 2026, and the year ended April 30, 2026, are as follows:

 

(in thousands)

 

Internally
Generated
Development
Costs
$

 

 

Intellectual
Property
$

 

 

Proprietary
Processes
$

 

 

Certifications
$

 

 

Total
$

 

Cost:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2025

 

 

33

 

 

 

10,969

 

 

 

8,323

 

 

 

146

 

 

 

19,471

 

Discontinued operations

 

 

—

 

 

 

(4,292

)

 

 

(8,080

)

 

 

(146

)

 

 

(12,518

)

Foreign exchange

 

 

—

 

 

 

175

 

 

 

8

 

 

 

—

 

 

 

183

 

Balance, April 30, 2026

 

 

33

 

 

 

6,852

 

 

 

251

 

 

 

—

 

 

 

7,136

 

Foreign exchange

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Balance, July 31, 2026

 

 

33

 

 

 

6,852

 

 

 

251

 

 

 

—

 

 

 

7,136

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated Amortization:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, April 30, 2025

 

 

33

 

 

 

9,902

 

 

 

8,323

 

 

 

146

 

 

 

18,404

 

Discontinued operations

 

 

—

 

 

 

(3,341

)

 

 

(8,080

)

 

 

(146

)

 

 

(11,567

)

Foreign exchange

 

 

—

 

 

 

291

 

 

 

8

 

 

 

—

 

 

 

299

 

Balance, April 30, 2026

 

 

33

 

 

 

6,852

 

 

 

251

 

 

 

—

 

 

 

7,136

 

Foreign exchange

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

Balance, July 31, 2026

 

 

33

 

 

 

6,852

 

 

 

251

 

 

 

—

 

 

 

7,136

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Book Value:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

April 30, 2026

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

July 31, 2026

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

11


MINDWALK HOLDINGS CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2026 and 2025

(Unaudited - Expressed in Canadian dollars)

7.
LEASES

 

The Company has leases for lab and office space and automobiles. Each lease is reflected in the consolidated statement of financial position as a right-of-use asset and a lease liability. The Company classifies right-of-use assets in a consistent manner to its property and equipment. The following is a schedule of the Company’s future minimum lease payments related to the equipment and automobiles under finance lease and the office lease obligation:

Total cash outflow for leases during the three months ended July 31, 2026, was $0.2 million (2025 - $0.3 million).

(in thousands)

 

$

 

2027

 

 

519

 

2028

 

 

692

 

2029

 

 

674

 

2030

 

 

624

 

2031

 

 

489

 

More than 5 years

 

 

1,295

 

Total minimum lease payments

 

 

4,293

 

Less: imputed interest

 

 

(809

)

Total present value of minimum lease payments

 

 

3,484

 

Less: Current portion

 

 

(483

)

Non-current portion

 

 

3,001

 

The nature of the Company’s leases by type of right-of-use asset as at July 31, 2026, is as follows:

Right-of-use assets

Right-of-use asset type

 

No. of right-of-use assets leased

 

 

Range of remaining term

 

Average remaining lease term

 

No. of leases with extension options

 

 

No. of leases with options to purchase

 

 

No. of leases with variable payments linked to an index

 

 

No. of leases with termination options

 

Lab and office facilities

 

 

1

 

 

7.4 years

 

7.4 years

 

 

—

 

 

 

—

 

 

 

1

 

 

 

1

 

Lab equipment

 

 

3

 

 

3.5 - 3.8 years

 

3.7 years

 

 

—

 

 

 

3

 

 

 

3

 

 

 

3

 

Automobiles

 

 

9

 

 

1.9 - 4.2 years

 

3.0 years

 

 

—

 

 

 

—

 

 

 

9

 

 

 

9

 

 

Lease payments not recognized as a liability

The Company has elected not to recognize a lease liability for leases with an expected term of 12 months or less. Additionally, certain variable lease payments are not permitted to be recognized as lease liabilities and are recognized in profit and loss as incurred. Expense relating to payments not included in the measurement of the lease liability during the three months ended July 31, 2026, and 2025 are as follows:

(in thousands)

 

2026
$

 

 

2025
$

 

Leases of low value assets

 

 

6

 

 

 

6

 

Variable lease payments

 

 

125

 

 

 

125

 

 

 

 

131

 

 

 

131

 

 

12


MINDWALK HOLDINGS CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2026 and 2025

(Unaudited - Expressed in Canadian dollars)

 

8.
SHARE CAPITAL
a)
Authorized:

Unlimited common shares without par value.

b)
Share capital transactions:

2026 Transactions

On November 7, 2025, the Company established an at-the-market equity offering facility ("Jones ATM Facility") with JonesTrading Institutional Services, LLC ("Jones" or the "Agent"). The Company is entitled, at its discretion and from time-to-time during the term of the Sales Agreement, to sell, common shares of the Company through the Agent. On November 7, 2025, in connection with the Jones ATM Facility, the Company filed a prospectus supplement permitting the sales of common shares having an aggregate gross sales price of up to U.S.$30.0 million. Sales of the common shares will be made in transactions that are deemed to be "at-the-market distributions" as defined in Rule 415(a)(4) of the U.S. Securities Act, including, without limitation, sales made directly on Nasdaq or any other existing trading market for the common shares in the United States. Common shares will only be sold on the facilities of an exchange or market outside Canada to purchasers who the Company has no reason to believe are resident in Canada and, in all other cases, to purchasers who are not located or resident in Canada. The Company will determine, at its sole discretion, the date, minimum price and maximum number of common shares to be sold under the Jones ATM Facility. The common shares will be distributed from time to time in negotiated transactions, at market prices prevailing at the time of sale, at prices relating to such prevailing market prices, and/or in any other manner permitted by applicable law. As such, the prices may vary between purchasers over time. The Company is not required to sell any common shares at any time during the term of the Jones ATM Facility.

During the year ended April 30, 2026, 533,969 common shares were sold under the Jones ATM facility with net proceeds of U.S. $0.9 million.

2027 Transactions

During the three months ended July 31, 2026, 266,930 common shares were sold under the Jones ATM facility with net proceeds of U.S. $0.6 million.

 

 

13


MINDWALK HOLDINGS CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2026 and 2025

(Unaudited - Expressed in Canadian dollars)

c)
Options

During the three months ended July 31, 2026, the Company recorded $0.7 million (2025 - $0.1 million) of share-based payments expense.

 

The changes in the stock options for the three months ended July 31, 2026, and the year ended April 30, 2026, are as follows:

 

 

 

Number of
options
#

 

 

Weighted
average
exercise price
$

 

 

Weighted
average life
remaining
(years)

 

Balance, April 30, 2025 (outstanding)

 

 

1,927,925

 

 

 

5.69

 

 

 

4.45

 

Expired

 

 

(571,458

)

 

 

9.70

 

 

 

—

 

Forfeited

 

 

(78,750

)

 

 

0.85

 

 

 

—

 

Balance, April 30, 2026 (outstanding)

 

 

1,277,717

 

 

 

3.80

 

 

 

4.29

 

Expired

 

 

(15,265

)

 

 

5.00

 

 

 

—

 

Balance, July 31, 2026 (outstanding)

 

 

1,262,452

 

 

 

4.03

 

 

 

4.08

 

Unvested

 

 

(281,278

)

 

 

1.26

 

 

 

7.89

 

Exercisable, July 31, 2026

 

 

981,174

 

 

 

4.82

 

 

 

2.99

 

Details of the options outstanding as at July 31, 2026, are as follows:

 

Expiry Date

 

Exercise
price $

 

 

Remaining
life (year)

 

 

Options
outstanding

 

 

Unvested

 

 

Vested

 

January 7, 2027

 

 

7.94

 

 

 

0.44

 

 

 

169,000

 

 

 

—

 

 

 

169,000

 

January 13, 2027

 

 

8.30

 

 

 

0.45

 

 

 

16,000

 

 

 

-

 

 

 

16,000

 

May 15, 2027

 

 

5.79

 

 

 

0.79

 

 

 

56,000

 

 

 

-

 

 

 

56,000

 

February 19, 2028(1)

 

 

5.76

 

 

 

1.56

 

 

 

431,452

 

 

 

-

 

 

 

431,452

 

January 19, 2029(2)

 

 

2.08

 

 

 

2.47

 

 

 

60,000

 

 

 

4,444

 

 

 

55,556

 

January 4, 2033(3)

 

 

2.07

 

 

 

6.44

 

 

 

8,000

 

 

 

1,167

 

 

 

6,833

 

May 8, 2033(3)

 

 

2.07

 

 

 

6.78

 

 

 

4,000

 

 

 

917

 

 

 

3,083

 

June 11, 2033(3)

 

 

2.07

 

 

 

6.87

 

 

 

8,000

 

 

 

2,000

 

 

 

6,000

 

August 8, 2033(3)

 

 

2.07

 

 

 

7.03

 

 

 

4,000

 

 

 

1,167

 

 

 

2,833

 

November 13, 2033(3)

 

 

2.07

 

 

 

7.29

 

 

 

8,000

 

 

 

2,833

 

 

 

5,167

 

February 19, 2034(3)

 

 

2.07

 

 

 

7.56

 

 

 

8,000

 

 

 

3,333

 

 

 

4,667

 

August 2, 2034(4)

 

 

1.21

 

 

 

8.01

 

 

 

490,000

 

 

 

265,417

 

 

 

224,583

 

 

 

 

4.03

 

 

 

4.08

 

 

 

1,262,452

 

 

 

281,278

 

 

 

981,174

 

(1)
Exercise price of U.S.$4.10. The figure in the table above is translated at the July 31, 2026 rate.
(2)
Exercise price of U.S.$1.48. The figure in the table above is translated at the July 31, 2026 rate.
(3)
Exercise price of U.S.$1.47. The figure in the table above is translated at the July 31, 2026 rate.
(4)
Exercise price of U.S.$0.86. The figure in the table above is translated at the July 31, 2026 rate.

 

14


MINDWALK HOLDINGS CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2026 and 2025

(Unaudited - Expressed in Canadian dollars)

d)
Finder’s Warrants

There were no changes in the finder's warrants during the three months ended July 31, 2026. Details of the finder’s warrants outstanding as at July 31, 2026, are as follows:

 

 

 

Number of
warrants
#

 

 

Weighted average
exercise price
$

 

 

Weighted average life
remaining (years)

 

Balance, April 30, 2025

 

 

186,761

 

 

 

17.02

 

 

 

1.62

 

Expired

 

 

(130,111

)

 

 

21.36

 

 

 

—

 

Balance, April 30, 2026

 

 

56,650

 

 

 

1.27

 

 

 

2.61

 

Exercised

 

 

—

 

 

 

—

 

 

 

—

 

Balance, July 31, 2026

 

 

56,650

 

 

 

1.40

 

 

 

2.36

 

Details of the finder's warrants outstanding as at July 31, 2026 are as follows:

 

Expiry Date

 

Exercise price
$

 

 

Remaining life
(year)

 

 

Warrants
outstanding

 

December 8, 2028(1)

 

 

1.40

 

 

 

2.36

 

 

 

56,650

 

 

(1)
Exercise price of U.S. $1.00. The figure in the table above is translated at the July 31, 2026, rate.

 

e)
Restricted Stock Units

The following table summarizes the activity related to the Company's RSUs for the three months ended July 31, 2026 and the year ended April 30, 2026. For purposes of this table, vested RSUs represent the shares for which the service condition had been fulfilled as of July 31, 2026:

 

 

 

Number of
Restricted Stock Units
#

 

 

Weighted
average
grant date fair value
$

 

Balance, April 30, 2025

 

 

46,000

 

 

 

0

 

Granted

 

 

1,287,335

 

 

 

2.36

 

Issued

 

 

(23,779

)

 

 

0.70

 

Forfeited

 

 

(24,528

)

 

 

0.15

 

Balance, April 30, 2026

 

 

1,285,028

 

 

 

2.35

 

Granted

 

 

700,000

 

 

 

2.28

 

Issued

 

 

(11,500

)

 

 

0.56

 

Balance, July 31, 2026 (outstanding)

 

 

1,973,528

 

 

 

2.49

 

Unvested

 

 

(1,969,694

)

 

 

2.49

 

Vested and outstanding, July 31, 2026

 

 

3,834

 

 

 

2.80

 

During the three months ended July 31, 2026, in the $0.7 million, (2025 - $0.1 million) of share-based expense, $0.7 million (2025 - nil) are derived from RSUs.

 

15


MINDWALK HOLDINGS CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2026 and 2025

(Unaudited - Expressed in Canadian dollars)

9.
EMPLOYEE REMUNERATION

Expenses recognized for employee benefits for the three months ended July 31, 2026, and 2025 are detailed below:

 

(in thousands)

 

2026
$

 

 

2025
$

 

Wages, salaries

 

 

2,658

 

 

 

1,864

 

Employee benefits

 

 

150

 

 

 

259

 

Payroll taxes

 

 

84

 

 

 

98

 

Share-based payments

 

 

714

 

 

 

55

 

 

 

 

3,606

 

 

 

2,276

 

 

10.
RELATED PARTY TRANSACTIONS

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company. Key management consists of Dr. Jennifer Bath, President and CEO; R. Scott Areglado, CFO; Joseph Scheffler, former Interim CFO; Thomas Lynch, CBO; Dr. Ilse Roodink, former Chief Scientific Officer. During the three months ended July 31, 2026, and 2025, the compensation for key management is as follows:

 

(in thousands)

 

2026
$

 

 

2025
$

 

Salaries and other short-term benefits

 

 

572

 

 

 

2,109

 

Share-based payments

 

 

686

 

 

 

36

 

Director compensation (included in salaries)

 

 

58

 

 

 

54

 

 

 

 

1,316

 

 

 

2,199

 

 

At July 31, 2026, included in accounts payable and accrued liabilities is $0.3 million (April 30, 2026 - $0.9 million) due to related parties. The amounts payable are non-interest bearing and unsecured.

These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties, unless otherwise noted.

16


MINDWALK HOLDINGS CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2026 and 2025

(Unaudited - Expressed in Canadian dollars)

11.
COMMITMENTS

The share purchase agreement related to the acquisition of MindWalk BV includes contingent earnout payments based on 20% of the adjusted EBITDA of MindWalk BV, as defined in the share purchase agreement, over a seven-year period ending April 30, 2029, which shall not exceed in total €12.0 million. The Company has determined that these payments relate to post-acquisition services because they are contingent on the employment of two key employees and will be expensed in the period earned.

As of July 31, 2026, the Company has not incurred any related earnout payments and the unpaid commitment related to the MindWalk BV earnout is €12.0 million.

12.
GRANT AND SUBSIDY INCOME

 

During May 2022, the Company received a €0.5 million round of grant funding from VLAIO (Flanders Innovation & Entrepreneurship), the research fund of the Flemish regional government in Belgium. During the three months ended July 31, 2026 and 2025, the Company recorded nil and €0.1 million, respectively in grant income related to this funding.

13.
SEGMENTED INFORMATION AND ECONOMIC DEPENDENCE

At July 31, 2026, and April 30, 2026, the Company had one reportable segment, being antibody discovery and related services.

The Company’s revenues are allocated to geographic regions for the three months ended July 31, 2026, and 2025 as follows:

 

 

 

Three months ended
July 31,

 

(in thousands)

 

2026
$

 

 

2025
$

 

United States of America

 

 

2,554

 

 

2,449

 

Europe

 

 

174

 

 

520

 

Canada

 

 

120

 

 

174

 

Australia

 

 

—

 

 

18

 

Other

 

 

986

 

 

—

 

 

 

 

3,834

 

 

 

3,161

 

 

The Company’s revenues are allocated according to revenue types for the three months ended July 31, 2026, and 2025 as follows:

 

 

 

Three months ended
July 31,

 

(in thousands)

 

2026
$

 

 

2025
$

 

Project revenue

 

 

3,831

 

 

 

3,126

 

Product sales revenue

 

 

1

 

 

 

2

 

Cryostorage revenue

 

 

2

 

 

 

33

 

 

 

 

3,834

 

 

 

3,161

 

 

The Company’s non-current assets are allocated to geographic regions as of July 31, 2026, and April 30, 2026 as follows:

 

 

 

July 31,
2026
$

 

 

April 30,
2026
$

 

North America - Corporate

 

 

89

 

 

 

82

 

North America

 

 

4,711

 

 

 

4,741

 

Belgium

 

 

309

 

 

 

333

 

Netherlands

 

 

—

 

 

 

—

 

 

 

 

5,109

 

 

 

5,156

 

 

17


MINDWALK HOLDINGS CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2026 and 2025

(Unaudited - Expressed in Canadian dollars)

 

Geographic segmentation of the Company’s net income (loss) for the three months ended July 31, 2026, and 2025 is as follows:

 

 

 

Three months ended
July 31,

 

(in thousands)

 

2026
$

 

 

2025
$

 

North America - Corporate

 

 

(268

)

 

(2,810

)

North America

 

 

376

 

 

307

 

Belgium

 

 

(3,223

)

 

(1,781

)

Netherlands

 

 

(2,970

)

 

1,325

 

 

 

 

(6,085

)

 

 

(2,959

)

 

Geographic segmentation of the interest and accretion, and amortization and depreciation for the three months ended July 31, 2026, and 2025 is as follows:

 

 

 

Three months ended
July 31,

 

Interest and accretion
(in thousands)

 

2026
$

 

 

2025
$

 

North America - Corporate

 

 

—

 

 

—

 

North America

 

 

55

 

 

59

 

Belgium

 

 

—

 

 

—

 

Netherlands

 

 

—

 

 

—

 

 

 

 

55

 

 

 

59

 

 

 

 

Three months ended
July 31,

 

Amortization and depreciation
(in thousands)

 

2026
$

 

 

2025
$

 

North America - Corporate

 

 

—

 

 

1

 

North America

 

 

172

 

 

181

 

Belgium

 

 

91

 

 

19

 

Netherlands

 

 

3

 

 

—

 

 

 

 

266

 

 

 

201

 

 

18


MINDWALK HOLDINGS CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2026 and 2025

(Unaudited - Expressed in Canadian dollars)

14.
SUPPLEMENTAL CASH FLOW INFORMATION

 

Non-cash investing and financing transactions
(in thousands)

 

July 31,
2026
$

 

 

July 31,
2025
$

 

Addition of equipment by lease

 

 

149

 

 

 

161

 

 

The following changes in liabilities arose from financing activities:

 

 

 

 

 

 

 

 

 

Non-cash changes

 

 

 

 

(in thousands)

 

April 30,
2026
$

 

 

Cash Flows
$

 

 

Addition
$

 

 

Settlement
/ Disposal
$

 

 

Assets held
for sale
$

 

 

Foreign
exchange
movements
and change
in estimates
$

 

 

July 31,
2026
$

 

Leases

 

 

3,526

 

 

 

(179

)

 

 

152

 

 

 

(5

)

 

 

—

 

 

 

(10

)

 

 

3,484

 

Total

 

 

3,526

 

 

 

(179

)

 

 

152

 

 

 

(5

)

 

 

—

 

 

 

(10

)

 

 

3,484

 

 

 

 

 

 

 

 

 

 

Non-cash changes

 

 

 

 

(in thousands)

 

April 30,
2025
$

 

 

Cash Flows
$

 

 

Addition
$

 

 

Settlement
/ Disposal
$

 

 

Assets held for sale
$

 

 

Foreign
exchange
movements
and change
in estimates
$

 

 

July 31,
2025
$

 

Deferred acquisition payments

 

 

314

 

 

 

—

 

 

 

—

 

 

 

(312

)

 

 

—

 

 

 

(2

)

 

 

—

 

Leases

 

 

13,403

 

 

 

(323

)

 

 

—

 

 

 

—

 

 

 

(9,429

)

 

 

73

 

 

 

3,724

 

Total

 

 

13,717

 

 

 

(323

)

 

 

—

 

 

 

(312

)

 

 

(9,429

)

 

 

71

 

 

 

3,724

 

 

19


MINDWALK HOLDINGS CORP.

NOTES TO THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended July 31, 2026 and 2025

(Unaudited - Expressed in Canadian dollars)

15.
SUBSEQUENT EVENTS

The Company announced on September 14, 2026 that it has entered into a binding commitment with Sanabil (Cayman) for a senior unsecured revolving credit facility of up to US$30 million. The facility is intended to support MindWalk’s biologics programs, commercial expansion, working capital, and general corporate purposes.

 

20