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ADCORE Inc. — Interim / Quarterly Report 2026
May 14, 2026
47658_rns_2026-05-14_00a4a591-aee0-4ab3-acfc-c36504e8984a.pdf
Interim / Quarterly Report
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ADCORE INC.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF MARCH 31, 2026
UNAUDITED
TABLE OF CONTENTS
| Page | |
|---|---|
| Unaudited Interim Condensed Consolidated Statements of Financial Position | 2 |
| Unaudited Interim Condensed Consolidated Statements of Comprehensive Income | 3 |
| Unaudited Interim Condensed Consolidated Statements of Changes in shareholders' equity | 4 |
| Unaudited Interim Condensed Consolidated Statements of Cash Flows | 5 |
| Notes to the Unaudited Interim Condensed Consolidated Financial Statements | 6-11 |
ADCORE INC.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
| | Note | As at March 31, 2026
US $ in thousands | As at December 31, 2025 |
| --- | --- | --- | --- |
| CURRENT ASSETS: | | | |
| Cash and cash equivalents | 3 | 3,652 | 7,498 |
| Trade accounts receivable, net | | 4,110 | 3,803 |
| Other accounts receivable | | 356 | 301 |
| Total current assets | | 8,118 | 11,602 |
| NON-CURRENT ASSETS: | | | |
| Property, plant and equipment, net | | 742 | 769 |
| Intangible assets, net | | 3,543 | 3,371 |
| Total non-current assets | | 4,285 | 4,140 |
| TOTAL ASSETS | | 12,403 | 15,742 |
| CURRENT LIABILITIES: | | | |
| Trade accounts payable | | 3,441 | 6,116 |
| Other accounts payable | | 1,538 | 1,627 |
| Lease liability | | 160 | 158 |
| Total current liabilities | | 5,139 | 7,901 |
| NON-CURRENT LIABILITIES: | | | |
| Accrued severance pay, net | | 6 | 6 |
| Lease liability | | 308 | 340 |
| Total non-current liabilities | | 314 | 346 |
| SHAREHOLDERS' EQUITY: | 4 | | |
| Share capital | | * | * |
| Additional paid in capital | | 11,063 | 11,057 |
| Treasury shares | | (724) | (724) |
| Actuarial reserve | | (70) | (70) |
| Retained loss | | (3,319) | (2,768) |
| Total Shareholders' Equity | | 6,950 | 7,495 |
| Total Liabilities And Shareholders' Equity | | 12,403 | 15,742 |
- Represents an amount lower than $ 1 thousand.
| “Omri Brill” | “Roy Nevo” | May 13, 2026 |
|---|---|---|
| Omri Brill | Roy Nevo | Date of approval of the financial statements |
| Director | Director |
ADCORE INC.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
| | Note | Three months period ended March 31, 2026
US $ in thousands
(except for per share amounts) | Three months period ended March 31, 2025 |
| --- | --- | --- | --- |
| Revenues | 5 | 6,218 | 4,886 |
| Cost of revenues | | 3,941 | 2,737 |
| Gross profit | | 2,277 | 2,149 |
| Research and development expenses | | 315 | 396 |
| Selling, general and administrative expenses | | 2,453 | 1,930 |
| Operating loss | | (491) | (177) |
| Finance expenses | | 115 | 81 |
| Finance income | | (55) | (118) |
| Loss before taxes on income | | (551) | (140) |
| Tax expenses | | - | 1 |
| Total comprehensive loss for the period | | (551) | (141) |
| Basic and diluted loss per share attributable to shareholders | | (0.009) | (0.002) |
| Weighted average number of shares outstanding | | 60,726,125 | 60,524,317 |
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ADCORE INC.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the three months period ended March 31, 2026:
| Number of Shares | Share capital | Additional paid in capital | Treasury shares | Actuarial reserve | Retained earnings | Total Shareholders’ equity | |
|---|---|---|---|---|---|---|---|
| $ In thousands | |||||||
| Balance at January 1, 2026 | 60,865,991 | * | 11,057 | (724) | (70) | (2,768) | 7,495 |
| Changes during the period: | |||||||
| Share-based compensation | - | - | 6 | - | - | - | 6 |
| Exercise of RSUs | 37,500 | - | - | - | - | - | - |
| Total Comprehensive loss for the period | - | - | - | - | - | (551) | (551) |
| Balance at March 31, 2026 | 60,903,491 | * | 11,063 | (724) | (70) | (3,319) | 6,950 |
For the three months period ended March 31, 2025:
| Number of Shares | Share capital | Additional paid in capital | Treasury shares | Actuarial reserve | Retained earnings | Total Shareholders’ equity | |
|---|---|---|---|---|---|---|---|
| $ In thousands | |||||||
| Balance at January 1, 2025 | 60,498,119 | * | 10,957 | (724) | (71) | (1,800) | 8,362 |
| Changes during the period: | |||||||
| Share-based compensation | - | - | 1 | - | - | - | 1 |
| Exercise of Options | 10,000 | - | 2 | - | - | - | 2 |
| Exercise of RSUs | 25,000 | - | - | - | - | - | - |
| Total Comprehensive loss for the period | - | - | - | - | - | (141) | (141) |
| Balance at March 31, 2025 | 60,533,119 | * | 10,960 | (724) | (71) | (1,941) | 8,224 |
- Represents an amount lower than $ 1 thousand.
ADCORE INC.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| | Three months
period ended
March 31, 2026 | Three months
period ended
March 31, 2025 |
| --- | --- | --- |
| | US $ In thousands | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | |
| Net loss for the period | (551) | (141) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | | |
| Depreciation and amortization | 286 | 311 |
| Share based compensation | 6 | 3 |
| Decrease (increase) in trade accounts receivable | (307) | 1,763 |
| Decrease (increase) in other accounts receivable | (55) | 58 |
| Decrease in trade accounts payable | (2,682) | (1,698) |
| Decrease in other accounts payable | (89) | (123) |
| Net cash provided by (used in) operating activities | (3,392) | 173 |
| CASH FLOWS FROM INVESTING ACTIVITIES: | | |
| Purchase of property, plant and equipment | (14) | - |
| Capitalized development cost | (417) | (270) |
| Net cash used in investing activities | (431) | (270) |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | |
| Payments and interest of lease liabilities | (30) | (25) |
| Net cash used in financing activities | (30) | (25) |
| Exchange rate differences on cash and cash equivalents | 7 | 10 |
| Decrease in cash and cash equivalents | (3,846) | (112) |
| Cash and cash equivalents at beginning of the period | 7,498 | 7,502 |
| Cash and cash equivalents at the end of the period | 3,652 | 7,390 |
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ADCORE INC.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(US $ in thousands)
NOTE 1 - GENERAL:
Adcore Inc. (the “Company” or “Adcore”), a reporting issuer listed on the TSX Exchange trading under the symbol ADCO.TO, The Company’s registered address and principal place of business is 100 King Street West, Suite 1600, Toronto, ON M5X 1G5, Canada. Adcore is the parent Company of Podium Advertising Technologies Ltd., (“Podium”) with a registered address and principal place of business is 1 Namal St, Tel Aviv-Yafo, 6350627, Israel, Adcore Australia Pty., (“Adcore AU”) with a registered address and principal place of business is Level 5/111 Cecil St, South Melbourne VIC 3205, Australia, Adcore US Inc. (“Adcore US”) with a registered address and principal place of business is 691 S. Milpitas Blvd, Ste 212, Milpitas, CA 95035, Amphy EdTech Ltd., (“Amphy”) with a registered address and principal place of business is 1 Namal St, Tel Aviv-Yafo, 6350627, Israel, and Adcore East Limited (“Adcore East”) with a registered address and principal place of business is 50 Bonham Strand, Sheung Wan, Hong Kong 3806 Central Plaza, 18 Harbour Rd, Wanchai, Hong Kong, which holds Adcore China (“Adcore CH”), with a registered address and principal place of business is 22/F Tomson Commercial Building, 710 Dongfang Road, Shanghai, PRC, 200122. Podium was established and commenced its operations in July 2006, and is a leading provider of machine-learning powered advertising technologies used by digital advertisers to enhance and maximize their Search Engine Marketing (“SEM”). The Company Adcore Inc. and its subsidiaries are referred in the financial statements as the Corporate.
The Company’s principal place of business, operations and its facilities, where most of its employees are employed, are located in Tel Aviv, Israel. In addition, the majority of the Company’s key employees and senior management are Israeli citizens.
During the three months ended March 31, 2026, geopolitical tensions in Israel and the surrounding region continued, following the challenging period which began on October 7, 2023, after unprecedented terrorist attack from the Gaza Strip on the state of Israel. The war was conducted in many fronts, including Gaza, Lebanon, Iran and Syria, and had an impact on all sectors of the Israeli economy. In June 2025, Israel launched a military campaign, targeting Iran’s nuclear and missile programs. The campaign concluded with U.S. involvement, including strikes on key facilities. Tensions between the U.S, Israel and Iran continued, and on February 28, 2026, U.S and Israel launched another campaign of attacks. The Corporate is continuing with its operations both in Israel and globally, as the state of war had no substantial impact on its operations or business results. The Corporate continues to assess the effects of the state of war on its financial statements and business. As of the date of these unaudited interim condensed consolidated financial statements, these events have had no material impact on the Company’s operations.
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ADCORE INC.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(US $ in thousands)
NOTE 2 - MATERIAL ACCOUNTING POLICIES:
The material accounting policies followed in the preparation of the condensed interim financial statements, on a consistent basis, are:
Basis of preparation
These unaudited interim condensed consolidated financial statements of the Corporate are for the three months ended March 31, 2026 are presented in US dollar, which is the presentation and functional currency of the Corporate. These financial statements of the Corporate have been prepared in accordance with IFRS Accounting Standards, as issued by the International Accounting Standards Board (“IASB”). These unaudited interim condensed consolidated financial statements have been prepared in accordance with the requirements of International Accounting Standard (“IAS”) 34 Interim Financial Reporting.
They do not include all the information required in annual financial statements in accordance with IFRS Accounting Standards, and should be read in conjunction with the annual financial statements of the Corporate for the year ended December 31, 2025.
These unaudited interim condensed consolidated financial statements have been prepared in accordance with the same accounting policies adopted in the last annual financial statements of the Corporate for the year ended December 31, 2025.
Basis of consolidation
The Financial results of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Intercompany balances and transactions and any unrealized income and expenses arising from such transactions are eliminated upon consolidation.
Estimates and assumptions
The preparation of the condensed interim financial statements requires management to make estimates and assumptions that have an effect on the application of the accounting policies and on the reported amounts of assets, liabilities, revenues and expenses. These estimates and underlying assumptions are reviewed regularly. Changes in accounting estimates are reported in the period of the change in estimate.
The key assumptions made in the condensed interim financial statements concerning uncertainties at the end of the reporting period and the critical estimates used by the Corporate that may result in a material adjustment to the carrying amounts of assets and liabilities are discussed below.
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ADCORE INC.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
NOTE 3 – CASH AND CASH EQUIVALENTS:
The following tables presents cash and cash equivalents by region as of 31.03.2026 and 31.12.2025:
Cash and cash equivalents as of 31.03.2026
| | APAC () | EMEA (*) | North America | Total |
| --- | --- | --- | --- | --- |
| Cash | 1,564 | 1,230 | 108 | 2,902 |
| Deposits | - | - | 750 | 750 |
| Total | 1,564 | 1,230 | 858 | 3,652 |
Cash and cash equivalents as of 31.12.2025
| | APAC () | EMEA (*) | North America | Total |
| --- | --- | --- | --- | --- |
| Cash | 3,627 | 1,239 | 597 | 5,463 |
| Deposits | - | 1,285 | 750 | 2,035 |
| Total | 3,627 | 2,524 | 1,347 | 7,498 |
() APAC – Asia pacific
(*) EMEA – Europe, the Middle East and Africa
NOTE 4 – SHAREHOLDERS' EQUITY:
A. On May 17, 2023, Adcore Inc. announced that the Toronto Stock Exchange has accepted its notice of intention to proceed with the Normal-Course Issuer Bid (the “NCIB”). Pursuant to the notice, Adcore may purchase up to 3,024,452 of its common shares (“Shares”), representing approximately 5% of its issued and outstanding Shares of 60,489,043. The NCIB will be conducted during the twelve month period commencing May 19, 2023 and ending May 18, 2024. Under the NCIB, other than purchases made under block purchase exemptions, Adcore may purchase up to 2,160 Shares on the TSX during any trading day, which represents approximately 25% of 8,640, which represents the average daily trading volume on the TSX for the most recently completed six calendar months prior to the TSX’s acceptance of the notice of the NCIB. Any Shares purchased under the normal course issuer bid will be cancelled.
During the three months ended on 31 March 2026, the Corporation did not purchase any shares under the NCIB program.
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ADCORE INC.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(US $ in thousands)
NOTE 4 – SHAREHOLDERS' EQUITY (Cont.):
B. Share based compensation:
Options
During the three-month period, ended March 31, 2026, the Corporate granted 30,000 options with a CAD$0.13 exercise price per share to its directors, officers, employees and consultants. The options will vest between 0 and 24 months and will expire within 4 years of issuance.
The Corporate has applied a Black-Scholes option-pricing model to determine the fair value of options. Under the following inputs: Risk free rate: 2.5%, expected volatility: 57%, expected term: 4 years, expected dividend yield: 0%, p.a.
The following table reflects the activity with respect to options of the Corporate for the three months ended March 31, 2026, compared to the three months ended March 31, 2025:
| Three months ended March 31, 2026 | Three months ended March 31, 2025 | |||||
|---|---|---|---|---|---|---|
| Number of options | Weighted average Exercise price | Number of options | Weighted average Exercise price | |||
| Outstanding at beginning of year | 7,811,221 | CAD | 0.24 | 7,261,221 | CAD | 0.32 |
| Granted | 30,000 | CAD | 0.13 | - | - | |
| Exercised | - | - | (10,000) | CAD | 0.27 | |
| Forfeited and cancelled | (20,000) | CAD | 0.24 | (60,000) | CAD | 0.48 |
| Outstanding at end of period | 7,821,221 | CAD | 0.25 | 7,191,221 | CAD | 0.26 |
| Exercisable options | 5,987,954 | CAD | 0.23 | 6,017,954 | CAD | 0.23 |
During the three months ended March 31, 2026, and 2025, the Corporate recorded expenses in the amount of $6 and $1, respectively.
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ADCORE INC.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(US $ in thousands)
NOTE 4 – SHAREHOLDERS' EQUITY (Cont.):
B. Share based compensation (Cont.):
Restricted Share Units
During the three-month period, ended March 31, 2026, the Corporate approved an aggregate grant of 96,154 Restricted Share Units (“RSUs”) to its directors, employees and senior officers. The RSUs will vest between 0 and 24 months. Each vested RSU entitles the holder to receive one common share of the Corporate for period of 4 years.
The following table reflects the activity with respect to RSUs of the Corporate for the three months ended March 31, 2026, compared to the three months ended March 31, 2025:
| Three months ended March 31, 2026 | Three months ended March 31, 2025 | |
|---|---|---|
| Number of RSUs | Number of RSUs | |
| Outstanding at beginning of year | 286,250 | 156,250 |
| Granted | 96,154 | - |
| Exercised | (37,500) | (25,000) |
| Forfeited and cancelled | - | - |
| Outstanding at end of period | 344,904 | 131,250 |
| Exercisable RSUs | 340,140 | 123,438 |
During the three months ended March 31, 2026, and 2025, the Corporate did not record any RSU-related expenses.
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ADCORE INC.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(US $ in thousands)
NOTE 5 - REVENUES:
A. Geographic Areas Information:
The following present the total revenues for the three months ended March 31, 2026, and 2025:
| For the three months period ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| APAC | 4,048 | 2,718 |
| EMEA | 1,146 | 1,115 |
| North America | 1,024 | 1,053 |
| 6,218 | 4,886 |
B. Major customers (as percentage of total revenues):
| For the three months period ended March 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Customer A | 27% | 11% |
| Customer B | 19% | 17% |
| Customer C | 12% | 18% |
NOTE 6 - RELATED PARTIES AND SHAREHOLDERS:
Parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party's making of financial or operational decisions, or if both parties are controlled by the same third party. The Corporate has transactions with key management personal.
The following transactions arose with related parties:
| Transaction | For the three months period ended March 31, | |
|---|---|---|
| 2026 | 2025 | |
| Management fee to CEO and controlling shareholder | 148 | 126 |
| Share Based Compensation to CEO and controlling shareholder | - | - |
Liabilities to related parties:
| Transaction | As of March 31, 2026 | As of March 31, 2025 |
|---|---|---|
| Controlling shareholder | 49 | 42 |
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