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Biomark Diagnostics Inc. — Management Reports 2025
Nov 29, 2025
47245_rns_2025-11-28_47af1d1c-3fc6-4da8-a88a-9a75e8e3fba6.pdf
Management Reports
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BIOMARK DIAGNOSTICS INC.
Form 51-102F1
Management’s Discussion & Analysis
Quarterly Report
For the Quarter Ended September 30, 2025
About This Management’s Discussion & Analysis
All references in this management’s discussion and analysis, or MD&A, to “the Company”, “BioMark”, “we”, “us” or “our” refer to BioMark Diagnostics Inc. and the subsidiaries through which it conducts its business, unless otherwise indicated or the context requires otherwise.
This management’s discussion and analysis (“MD&A”) should be read together with the unaudited consolidated interim financial statements for the six months ended September 30, 2025, and our annual audited consolidated financial statements and accompanying notes for the year ended March 31, 2025, which have been prepared by management in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board, or IASB. Our IFRS accounting policies are set out in Note 3 of our annual audited consolidated financial statements for the year ended March 31, 2025. All amounts are stated in Canadian dollars unless otherwise indicated.
Readers should note that the Company will need to raise additional working capital through the sale of common shares, the issuance of debt or by entering into license or collaboration agreements to fund its operation, clinical research and commercialization activities. As disclosed in the financial statements, these factors indicate the existence of material uncertainty that may raise significant doubt about the Company’s ability to continue as a going concern.
Cautionary Statement About Forward-Looking Statements
This MD&A includes forward-looking statements within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature are forward-looking, and the words such as "anticipate", "believe", "plan", "estimate", "expect", "may", "project", "predict", "potential", "could", "might", "should", "leading", "intend", "contemplate", "shall" and other similar expressions are generally intended to identify forward-looking statements. Forward-looking statements in this MD&A include, but are not limited to, statements with respect to:
- our expected future loss and accumulated deficit levels
- our projected financial position and estimated cash burn rate
- our expectations about the timing of achieving milestones and the cost of our development programs
- our requirements for, and the ability to obtain, future funding on favorable terms or at all
- our projections for the development of the technology platform and progress of each of technologies, particularly with respect to the timely and successful completion of studies and trials and availability of results from such studies and trials
- our expectations regarding the progress, and the successful and timely completion, of the various stages of the regulatory approval process
- our ability to secure strategic partnerships with larger pharmaceutical and biotechnology companies
- our expectations regarding the acceptance of our technologies by the market
- our inability to accelerate developments due to external shocks such as pandemics or supply chain limitations
- our ability to retain and access appropriate staff, management, and expert advisers
- our expectations with respect to existing and future corporate alliances and licensing transactions with third parties, and the receipt and timing of any payments to be made by us or to us in respect of such arrangements; and
- our strategy with respect to the protection of our intellectual property.
All forward-looking statements reflect our beliefs and assumptions based on information available at the time the assumption was made. These forward-looking statements are not based on historical facts but rather on management's expectations regarding future activities, results of operations, performance, future capital and other expenditures (including the amount, nature and sources of funding thereof), competitive advantages, business prospects and opportunities.
By its nature, forward-looking information involves numerous assumptions, inherent risks, and uncertainties, both general and specific, known and unknown, that contribute to the possibility that the predictions, forecasts, projections or other forward-looking statements will not occur. In evaluating forward-looking statements, readers should specifically consider various factors, including the risks outlined under the heading "Risk Factors" in this MD&A. Some of these risks and assumptions include, among others:
- substantial fluctuation of losses from quarter to quarter and year to year due to numerous external risk factors, and anticipation that we will continue to incur significant losses in the future
- uncertainty as to our ability to raise additional funding to support operations
- our ability to commercialize our technologies without additional funding
- the risks associated with the development of technologies that are at the clinical trial and pre-clinical study stage
- reliance on the third parties to plan, conduct and monitor our clinical trials and pre-clinical studies
- our technologies may fail to demonstrate efficacy to the satisfaction of regulatory authorities or may not otherwise produce positive results
- risks related to filing applications to commence clinical trials and to continue clinical trials, if approved
- the risks of delays and inability to complete clinical trials due to difficulties enrolling patients
- risks related to obtaining approval from the regulatory authority for the commercialization of technologies
- competitions from other biotechnology and pharmaceutical companies
- our reliance on the capabilities and experience of our key executives and scientists and the resulting loss of any of those individuals
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- our ability to adequately protect our intellectual property and trade secrets
- our ability to source and maintain licenses from third-party owners; and
- the risk of patent-related litigation,
- all as more fully described under the heading “Risk Factors” in this MD&A
Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guaranteeing of future performance and actual results, or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements.
Any forward-looking statements represent our estimates only as of the date of this MD&A and should not be relied upon as representing our estimates as of any subsequent date. We undertake no obligation to update any forward-looking statement or statements to reflect events or circumstances after the date on which such statement is made or reflect the occurrence of unanticipated events, except as may be required by securities legislation.
1.1 Date of Report: November 28, 2025
1.2 Overall Performance
BioMark Diagnostics Inc. was incorporated under the Business Corporation Act of British Columbia on June 19, 2014. The head office of the Company is located at 130 – 3851 Shell Rd, Richmond, British Columbia, V6X 2W2.
BioMark is a Canadian-based company developing its advanced-stage cancer diagnostic business. BioMark’s cancer diagnostics technology platform leverages "Omics" and machine learning with a focus on cancers that are hard to detect and treat. BioMark Diagnostics is currently focused on bringing its blood-based cancer diagnostic solution to commercialization standards, starting with its early lung cancer assay. The Company is currently listed for trading on the Canadian Securities Exchange under the symbol “BUX”, OTC Market under the symbol “BMKDF”, and Frankfurt Stock Exchange under the symbol “20B”.
For more information, please visit the company’s website at www.biomarkdiagnostics.com
Announcements and Highlights during the quarter:
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Despite persistent global economic challenges and ongoing geopolitical tensions, the company is strategically positioned to navigate these hurdles and capitalize on the significant opportunities within the oncology molecular diagnostics sector. Our core expertise in metabolomics and AI-driven biomarker discovery directly addresses the need for earlier, accessible and more precise cancer detection. While navigating a cautious investment landscape and a competitive talent market, the Company has proactively implemented agile strategies and resilient operational and financial systems to counteract these headwinds. Furthermore, recognizing the transformative power of technology, the Company is strategically building a robust AI infrastructure through key collaborations, aiming to leverage advanced analytics to enrich assay results and enhance its cancer diagnostics capabilities. The company is committed to continuous innovation and disciplined execution to realize the full potential of these opportunities for our stakeholders.
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BioMark operates within a challenging economic environment that significantly impacts small-cap diagnostic companies. The funding landscape shows recovery with continued selectivity for investment. This environment particularly challenges emerging diagnostic companies like BioMark, as investors continue to prioritize clinical-stage companies with proven concepts. Investor caution and a skilled labor shortage in bioinformatics are impacting the industry. Financing timelines are extended, making fundraising particularly challenging for small-cap diagnostic companies.
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On July 7, 2025, BioMark welcomed the new Director of Quality Assurance, whose extensive experience is directly aligned with our strategic goals for certification, commercialization, and lab optimization. This key appointment will be instrumental in guiding our centralized lab team toward achieving critical accreditation and ISO certification milestones. BioMark is actively planning to expand its technical and core lab team. The search for an additional lab member will begin with interviews and screening in August, with the goal of having the selected candidate join the team by September 2025 or sooner. This proactive step ensures BioMark is well-positioned to support its future growth and operational demands.
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On July 28, 2025, the Company conducted and successfully completed the annual audit with the auditor, MNP LLP – Audited Financial Statement and MD&A filed in SEDAR and Canadian Securities Exchange as required by regulators.
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On August 8, 2025, BioMark announced the completion of a strategic laboratory equipment leasing agreement, substantially doubling BioMark's testing capacity and positioning the Company for the imminent commercial launch of its lung cancer assay. The enhanced laboratory infrastructure will enable accelerated sample throughput, improve assay precision, and support multiple concurrent projects - critical factors for scaling its operations and enhancing revenue generation through expanded collaborative partnerships.
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This instrumentation investment aligns directly with BioMark's commercialization timeline and supports its ability to deliver on partnership commitments while maintaining the highest quality standards. As of August 31, 2025, the equipment was successfully delivered and installed at the lab in Quebec City.
- On August 12, 2025, BioMark announced a strategic Expression of Interest (EOI) agreement with SAMA CONSULTING SARL ("SAMA CONSULTING") to explore the clinical application of BioMark's innovative liquid biopsy platform for lung cancer detection initially in Tunisia and later across the broader North African region. The collaboration will commence with a proof-of-concept trial and position BioMark's cutting-edge liquid biopsy technology as a potential game-changer in national cancer screening healthcare initiatives across North Africa. This partnership marks BioMark's strategic entry into the North African market, demonstrating the company's commitment to expanding access to advanced cancer diagnostics in emerging healthcare markets. Oncologists from a major cancer hospital will be involved in this important clinical study that can be transformative for early cancer detection in that region.
- On August 28, 2025, the Company successfully completed the quarter filing. Unaudited Financial Statements and MD&A were filed in SEDAR+ and the Canadian Securities Exchange as required by regulators.
- On September 2, 2025, ENDEAVOR TRUST CORPORATION was approved by the Board of Directors to be appointed as Transfer Agent and Registrar for all classes of shares in the stock of the Company.
- A manuscript titled "Translational Impact of Machine Learning-Driven Predictive Modeling with Pathway-Based Plasma Metabolomic Biomarkers for Lung Cancer Detection," prepared by Dr. Maria Vaida's team at Harrisburg University, Saint Boniface Research Centre and BioMark was under final review and expected to be submitted to a peer-reviewed journal by early October 2025. In addition, several other papers are in the pipeline for later submissions to relevant journals.
- On September 24, 2025, BioMark welcomed one new employee to join its technical and core lab team in Quebec City. This proactive step ensures BioMark is well-positioned to support its future growth and operational demands. The company intends to expand its operational services and is planning to add talent as needed.
- A strategic clinical collaboration for a large lung cancer screening trial in Germany has been finalized, encompassing the design of the study protocol, obtaining regulatory and ethical approvals, integrating a reliable logistics schedule, embedding efficient sample collection and analysis workflows, and ensuring a robust and secure data management framework. The collaboration was partially supported by a grant from the NRC-IRAP program. More details of the collaboration are expected to be announced in October 2025.
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The Manitoba Lung Association (MLA) approved funding for the application for the study Liquid Biopsy Assay for Early Detection of Lung Cancer, which was submitted by Drs. Bram Ramjiawan and Paramjit Tappia from Saint Boniface. BioMark’s lung cancer liquid biopsy assay will be used in this study. More details will be announced later.
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On September 29, 2025, BioMark announced the formal grant of patents in both China and Japan. The newly granted Chinese patent (N° ZL 201980092723.X) and Japanese patent (N° 2023-111262) cover BioMark's technology for detecting lung cancer by measuring specific metabolite biomarkers. These patents not only strengthen the Company’s global IP estate but also position the Company to capture significant commercial and clinical leadership, opening up new opportunities for expansion, technology licensing, and strategic partnerships.
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The Company has been approached by several international institutions and investment brokers to consider partnering / licensing opportunities given the company’s commercialization thrust. Discussions are at a preliminary stage, and any material advancements will be provided in future updates.
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BioMark continues to entertain discussions with various financial institutions, accredited individual investors, and government agencies to secure non-dilutive funding, favourable loans, and equity investments to accelerate the commercialization of its early lung cancer liquid biopsy franchise, to advance its expansion strategy in the USA and internationally as well as for general corporate purposes.
Risk Factors and Uncertainty
Geopolitical Tensions, Trade Protectionism, and Economic Headwinds
The current political climate, particularly the ongoing tensions with the new US administration and the potential for increased tariffs, presents significant uncertainties and risks. A looming decision on tariffs could substantially increase BioMark's operational costs by raising the price of imported raw materials, components, and laboratory equipment. Such measures also threaten to disrupt established supply chains, leading to potential delays and shortages of critical supplies. Beyond trade, the broader challenging economic environment characterized by investor caution is further complicating fundraising efforts for small-cap diagnostic companies like BioMark.
Additionally, the review of collaborative programs with US partners, including those funded by the DoD and NIH, could adversely affect several ongoing and planned projects, collectively impacting BioMark's financial stability, operational efficiency, and ability to invest in crucial research and development.
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Commercialization and Revenue Generation
BioMark is focused on the commercial introduction of its advanced diagnostic assays, beginning with its early lung cancer assay in Quebec and expanding to other jurisdictions. While strategic partnerships have been established to navigate regulatory landscapes, optimize lab infrastructure, and accelerate clinical validation, the generation of future sales revenue is not guaranteed. Delays in commercialization could significantly impact the timing and realization of revenue streams.
Clinical and Regulatory Risks
The Company's success is contingent upon positive outcomes from ongoing clinical research, regulatory submissions, and lab certification. Negative clinical trial results, lab certification compliance failure, regulatory denials, or delays could adversely affect sales and product commercialization plans.
Competitive Landscape
The diagnostic industry is characterized by rapid innovation and intense competition. Existing and emerging market entrants with substantial financial resources, coupled with advancements in genomics, epigenetics, exosomes, and liquid biopsy technologies, pose significant competitive challenges. These factors could negatively impact BioMark's ability to successfully commercialize its products.
Key Personnel
BioMark's success is heavily reliant on the contributions of its key personnel. The loss of any key individual could have a material adverse effect on the Company. Furthermore, there is no assurance that BioMark will be able to attract and retain the necessary talent to support its growth.
Financial Risks and Capital Requirements
Management is actively pursuing additional equity and debt financing, non-dilutive funding, and cost control measures to maintain adequate working capital. However, there is no guarantee of success in these efforts. Failure to secure additional financing on reasonable terms could necessitate curtailment or reduction of operations, potentially impacting the Company's ability to continue as a going concern.
Limited Working Capital
The Company's limited working capital may restrict its ability to capitalize on strategic opportunities and reinvest in product development in a timely manner.
1.3 Discussion of Operations
The following information is a summary of the three months, and six months ended September 30, 2025, as compared to the three months and six months ended September 30, 2024. The information is presented on the same basis as the consolidated financial statements and should be read in conjunction with the statements and accompanying notes.
| For the three-month period ended | For the six-month period ended | ||||
|---|---|---|---|---|---|
| Note | September 30, 2025 | September 30, 2024 | September 30, 2025 | September 30, 2024 | |
| Revenue | $ 6,871 | $ 38,348 | $ 45,863 | $ 76,661 | |
| Expenses | |||||
| Research and development | 190,089 | 238,719 | 302,580 | 420,874 | |
| Depreciation of right-of-use asset | 7 | 82,452 | 54,337 | 178,961 | 108,673 |
| Consulting fees | 4 | 87,413 | 87,051 | 177,763 | 188,017 |
| Professional fees | 77,000 | 86,094 | 160,347 | 122,981 | |
| Filing and transfer agent fees | 32,120 | 19,219 | 91,569 | 42,989 | |
| Office and miscellaneous | 22,835 | 20,019 | 38,476 | 38,550 | |
| Share-based compensation | 8 | 13,773 | 111,537 | 19,914 | 320,923 |
| Interest and bank charges | 6,388 | 16,567 | 15,539 | 35,544 | |
| Travel | 4,153 | 7,518 | 8,451 | 20,679 | |
| Depreciation of property and equipment | 6 | 4,046 | 3,830 | 7,989 | 7,248 |
| Total operating expenses | 520,269 | 644,891 | 1,001,589 | 1,306,478 | |
| Other expenses (income) | - | - | |||
| Foreign exchange (gain) loss | 38,178 | - | 58,606 | - | |
| Tax credit income | - | (59,145) | - | (59,145) | |
| Interest earned | (18,383) | (92) | (22,637) | (92) | |
| Government grants | 9 | (51,800) | - | (94,292) | - |
| Total other (income) expenses | (32,005) | (59,237) | (58,323) | (59,237) | |
| Net loss and comprehensive loss | $ (481,393) | $ (547,306) | $ (897,403) | $ (1,170,580) |
Three months ended September 30, 2025, compared to three months ended September 30, 2024
The Company generated revenue of $6,871 for the quarter ended September 30, 2025, compared to $38,348 for the same period in 2024. The decrease of $31,477 was primarily attributable to the termination of a service agreement following the closure of a tenant's business, which had previously contributed a significant portion of the Company's revenue.
The Company reported a net loss of $481,393 for the quarter ended September 30, 2025, representing an improvement of $65,913 compared to a net loss of $547,306 for the same quarter in 2024. The improvement was primarily driven by lower share-based compensation and reduced research and development ("R&D") expenses, partially offset by higher depreciation of right-of-use assets.
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Total operating expenses for the quarter were $520,269, compared to $644,891 in the same period of the prior year, representing a decrease of $124,622. The reduction was mainly due to lower R&D and share-based compensation expenses, partially offset by higher depreciation and increased filing and transfer agent fees.
R&D expenses decreased by $48,630, from $238,719 in the quarter ended September 30, 2024, to $190,089 in the current quarter. The reduction reflects the timing of ongoing projects and cost management initiatives. The Company expects R&D spending to increase in subsequent quarters as international collaboration and commercialization projects progress. Management continues to pursue additional non-dilutive government funding to support these initiatives.
Depreciation of right-of-use assets increased by $28,115, from $54,337 in 2024 to $82,452 in 2025, primarily due to renewed lease agreements for the Richmond office and the Quebec laboratory facility. Depreciation of property and equipment remained consistent at $4,046, compared to $3,830 in the prior year. Additional details regarding depreciation, right-of-use assets, and lease liabilities are provided in Notes 6 and 7 to the Interim Financial Statements.
Consulting fees remained relatively consistent at $87,413 for the quarter ended September 30, 2025, compared to $87,051 for the same quarter in 2024, reflecting continued use of external consulting services for business development and research collaboration initiatives.
Professional fees decreased by $9,094, from $86,094 in 2024 to $77,000 in 2025, primarily due to lower audit and legal service costs during the quarter. These expenses are expected to fluctuate based on the timing of audit work, regulatory filings, and patent-related legal activities.
Filing and transfer agent fees increased by $12,901, from $19,219 in the prior-year quarter to $32,120 in the current quarter, primarily due to an increase in monthly fees for market-making services. Office and miscellaneous expenses increased modestly from $20,019 to $22,835, consistent with ongoing operational requirements. Interest and bank charges decreased by $10,179, from $16,567 to $6,388, primarily due to reduced outstanding debt balances. Details of interest expenses on lease liabilities are provided in Note 7 to the Interim Financial Statements. Travel expenses decreased from $7,518 in the prior year to $4,153 in the current quarter, reflecting fewer business trips and conference activities during the period.
Share-based compensation expense decreased significantly from $111,537 in the quarter ended September 30, 2024, to $13,773 in the current quarter. The decrease was primarily related to the timing of vesting and recognition of previously granted stock options. Further details regarding share-based compensation are included in Note 8 to the Interim Financial Statements. The Company continues to utilize share-based compensation strategically to engage key domain experts while conserving cash for core operational activities.
For the quarter ended September 30, 2025, the Company reported other income of $32,005, compared to $59,237 for the same quarter in 2024. The decrease was mainly attributable to lower government grants and changes in foreign exchange. During the quarter, the Company recognized $51,800 in government grants, partially offset by a $38,178 foreign exchange loss and $18,383 in interest income, as disclosed in Note 9 to the Interim Financial Statements.
Overall, the Company’s quarterly net loss narrowed compared to the same quarter last year, primarily due to lower share-based compensation and R&D expenses, partially offset by higher depreciation and administrative costs.
The six months ended September 30, 2025, compared to six months ended September 30, 2024
The Company generated total revenue of $45,863 for the six months ended September 30, 2025, compared to $76,661 for the same period in 2024. The decrease of $30,798 was primarily attributable to the termination of a service agreement following the closure of a tenant’s business.
The Company reported a net loss of $897,403 for the six months ended September 30, 2025, representing an improvement of $273,177 compared to a net loss of $1,170,580 for the same period in 2024. The improvement was mainly driven by lower share-based compensation and reduced research and development (“R&D”) expenses, partially offset by higher depreciation and filing-related costs.
Total operating expenses for the six-month period were $1,001,589, compared to $1,306,478 in 2024, representing a decrease of $304,889. The reduction was largely due to lower share-based compensation and R&D expenditures, reflecting the timing of expense recognition and a more focused allocation of resources.
R&D expenses decreased by $118,294, from $420,874 for the six months ended September 30, 2024, to $302,580 for the same period in 2025. The decrease reflects the completion of specific development projects during the previous fiscal year and the timing of ongoing activities. With the initiation of new collaborations and the expansion of research facilities in Quebec, the Company anticipates higher R&D spending in subsequent quarters. Management continues to pursue additional non-dilutive government funding through federal and provincial programs to support its research and commercialization roadmap.
Depreciation of right-of-use assets increased from $108,673 in 2024 to $178,961 in 2025, primarily due to the renewal of lease agreements for the Richmond, BC office and the Quebec laboratory facility. Depreciation of property and equipment remained consistent at $7,989 in 2025, compared to $7,248 in 2024. Additional details regarding depreciation, right-of-use assets, and lease liabilities are provided in Notes 6 and 7 to the Interim Financial Statements.
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Consulting fees totaled $177,763 for the six months ended September 30, 2025, compared to $188,017 in 2024, representing a decrease of $10,254, primarily due to lower third-party consulting services related to business development and international collaborations. There were no significant changes to management compensation, and the Company continues to engage external experts as required.
Professional fees increased to $160,347 from $122,981 in the prior-year period, an increase of $37,366, primarily reflecting higher audit, accounting, and legal costs associated with patent filings, financing documentation, and regulatory compliance. These fees are expected to fluctuate depending on the timing of audits, regulatory filings, and corporate transactions.
Filing and transfer agent fees increased to $91,569 in 2025, compared to $42,989 in 2024, primarily due to higher regulatory filing fees, transfer agent service costs, and annual listing maintenance expenses, including fees related to the Company's OTCQB listing application. Office and miscellaneous expenses were $38,476 for the six months ended September 30, 2025, compared to $38,550 in 2024, remaining consistent with ongoing operational requirements. Interest and bank charges decreased from $35,544 in 2024 to $15,539 in 2025, a reduction of $20,005, primarily attributable to the repayment of certain short-term and government loans. Travel expenses decreased to $8,451 in 2025 from $20,679 in 2024, reflecting reduced participation in international conferences and business trips during the first half of the fiscal year. The Company anticipates increased travel spending in future quarters to support business development and collaborative research initiatives.
Share-based compensation decreased significantly to $19,914 for the six months ended September 30, 2025, from $320,923 in the prior-year period, a reduction of $301,009. The decrease was primarily related to fewer new option grants and the timing of expense recognition for previously issued options. Further details, including valuation assumptions and calculations under the Black-Scholes option pricing model, are provided in Note 8 to the Interim Financial Statements. The Company continues to utilize share-based compensation strategically to engage key domain experts while conserving cash for core operations and research activities.
For the six months ended September 30, 2025, the Company reported other income of $58,323, compared to $59,237 for the same period in 2024, remaining relatively consistent year-over-year. The 2025 total includes $94,292 in government grant income and $22,637 in interest income, partially offset by a $58,606 foreign exchange loss. The Company's Quebec subsidiary continued to benefit from NRC IRAP and other federal research support programs.
Overall, the Company's net loss for the six months ended September 30, 2025, improved compared to the same period in 2024, primarily due to lower share-based compensation and R&D expenses, partially offset by higher depreciation and filing-related costs. Management remains focused on disciplined cost control while continuing to invest strategically in key research, development, and commercialization initiatives.
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Major Project Status
BioMark has completed blood sample analysis for a large-scale early lung cancer multimodal study involving 5,400 patients across seven hospitals in Quebec. The analysis utilized the company’s advanced metabolomics assay panel. Preliminary results from the retrospective, cancer-confirmed patient cohort, which includes an expanded non-cancer control group, have been analyzed and are currently being presented to key opinion leaders and the Institut universitaire de cardiologie et de pneumologie de Québec (IUCPQ). The study will continue to collect additional data from the prospective lung cancer screening cohort throughout 2025. Data from approximately 1,000 patients in this cohort has already been collected and is expected to be available for analysis. Pending the outcome, BioMark intends to present the results at a major cancer symposium.
The company is preparing for key lab certifications and accreditations. It is focused on initially meeting the international ISO 15189:2012 standard for its Canadian lab, with a target date of submitting all the documents before the end of 2025. Subsequently, after attaining the ISO certification, BioMark will pursue CLIA and CAP accreditations to provide services in both Canada and the U.S. To support this effort, the company has successfully hired a Quality Assurance (QA) Director and additional lab support to guide our centralized lab team toward achieving these milestones. The team is diligently preparing the necessary documentation, and to date, no noncompliance actions have been requested by the certifying agency.
Other Ongoing Operational Objectives
In the coming quarters, BioMark will continue to evolve its business operations to help further leverage its expertise in cancer detection, monitoring, and assessment. The Company will be devoting additional resources towards expediting the commercialization and revenue generation of its most advanced-stage early lung cancer blood-based liquid assay.
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BioMark will continue to seek and actively raise capital, especially within existing shareholders but also engage with new strategic investors and institutional funds. Management will continue to build a more effective US story where valuations can be more compelling and in line with other companies in our space. Management maintains discussions with strategic investors, family funds, and institutional investors as it approaches the commercialization of its lung cancer assay. The Company will also explore the possibility of engaging with IR firms specialized in the biotech arena in the US who can help increase exposure of BioMark to select investment communities and have access to institutional desks.
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Seek deeper collaborations with several high-profile USA medical institutions and introduce the company to insurance companies (payers), regulatory experts, wellness centres, and biopharma partners as its early lung cancer LDT commercialization efforts gather momentum. The US market is strategic due to its large addressable lung cancer screening market for at-risk populations (estimated at over 16 million annually). The
market remains mostly untapped as there's only a 5-6% penetration of image-based screening for the population at risk of developing lung cancer. In addition, the federal government is encouraging expanded accessibility for lung cancer screening initiatives and accessibility across different states, especially for rural communities that have limited resources.
- Continue to submit clinical results in peer-reviewed publications and expand the patent portfolio. The company intends to publish at least 4-6 peer-reviewed manuscripts, especially following the results of the larger lung cancer trial in Quebec, responding to treatment for late-stage lung cancer, early breast cancer samples from US patients, and glioblastoma research clinical work being conducted at the University of Manitoba. It is important to keep our science and discovery relevant to the scientific, medical and biopharma communities. Relevant patents will be filed as needed to protect key discoveries and expand the company's patent estate.
- BioMark management team intends to participate in several high-profile conferences/symposiums such as ASCO, USCAP, ISLB, and ILSCAP.
- Understand and formulate a US reimbursement strategy with experts in private payors as the company plans to introduce its early lung cancer assay in select markets. This will be undertaken as results are received from the clinical trials.
- Seek academic institutions that have relationships with community hospitals across the US to help leverage the value of the company's early lung cancer assay versatility – accessibility, accuracy, and affordability.
- Increase market awareness programs and coverage to help improve corporate visibility, attract capital, and address the valuation gap versus existing peer groups.
- Seek and recruit high-powered board members and advisers who can help the company expand its commercial footprint and access financing in the US and internationally.
- Continue to seek additional funding, including non-dilutive resources for its lab operations, certification of its clinical lab, U.S. expansion, business development, and clinical studies from both Canadian, European, and US agencies and foundations to develop the platform for other cancers and assess response to treatment.
1.4 Summary of Quarterly Results
The following information is a summary of the Company's financial results for the eight most recently completed quarters.
| September 30, 2025 | June 30, 2025 | March 31, 2024 | December 31, 2024 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| Total Revenue | 6,871 | 38,992 | 38,992 | 38,563 |
| Expenses | 520,269 | 481,320 | 672,970 | 373,822 |
| Net Loss | (481,393) | (416,010) | (421,928) | (334,769) |
| Loss per Share | (0.00) | (0.00) | (0.00) | (0.00) |
| September 30, 2024 | June 30, 2024 | March 31, 2024 | December 31, 2023 | |
| --- | --- | --- | --- | --- |
| $ | $ | $ | $ | |
| Total Revenue | 38,348 | 38,313 | 39,805 | 41,543 |
| Expenses | 644,891 | 661,590 | 584,956 | 502,424 |
| Net Loss | (547,306) | (623,277) | (391,306) | (406,761) |
| Loss per Share | (0.00) | (0.00) | (0.00) | (0.00) |
Revenue for the quarter ended September 30, 2025, was $6,871, significantly decreased compared to the past quarters, which had remained relatively stable in range of$ 38,000 to $42,000. The decrease was primarily due to the termination of a service agreement following the closure of a tenant's business, which had previously contributed a significant portion of the Company's recurring revenue. The decline in the most recent quarter reflects a temporary pause in new service contracts, with management pursuing replacement opportunities and new collaboration agreements expected to contribute to future revenue growth.
Expenses for the quarter were $520,269, compared to$ 481,320 in the previous quarter and $644,891 in the same period last year. Quarterly expenses have ranged between approximately $370,000 and $670,000 over the past two years, reflecting fluctuations in research and development activities, timing of regulatory and professional fees, and share-based compensation. The lower expense levels in recent quarters demonstrate the Company's continued focus on cost control and operational efficiency.
The Company reported a net loss of $481,393 for the quarter ended September 30, 2025, compared to a net loss of$ 416,010 in the previous quarter and $547,306 in the same quarter of 2024. Over the past eight quarters, net losses have ranged between approximately $335,000 and $625,000, with the most significant improvements occurring in fiscal 2025 as a result of reduced share-based compensation, tighter spending controls, and streamlined R&D efforts.
Overall, the Company's financial performance has shown improvement compared to the prior fiscal year, supported by disciplined cost management and more efficient allocation of resources. While the recent decline in revenue reflects a temporary loss of one customer, management expects revenue to stabilize as new service and collaboration agreements are secured.
Quarter-to-quarter fluctuations in expenses and net loss are influenced by the scope and timing of research, development, and commercialization projects, as well as regulatory and professional service activities. General and administrative expenses correspond to the infrastructure required to support these operations. A moderate increase in both research and administrative costs is anticipated in upcoming quarters as the Company advances new projects and strengthens its commercialization initiatives.
1.5 Liquidity
| ASSETS | |||
|---|---|---|---|
| September 30, 2025 | September 30, 2024 | March 31, 2025 | |
| $ | $ | $ | |
| Current | |||
| Cash and cash equivalents | 721,541 | 34,645 | 2,481,766 |
| Short-term investment | 824,081 | - | - |
| Amount receivable | 176,407 | 67,462 | 160,662 |
| 1,722,029 | 102,107 | 2,642,428 | |
| Prepaid expense | 50,372 | 34,155 | 34,605 |
| Long-term investment | 3,200 | 3,200 | 3,200 |
| Property and equipment | 20,337 | 31,054 | 24,091 |
| Right-of-use asset | 81,580 | 707,321 | 429,957 |
| 1,877,518 | 877,837 | 3,134,281 | |
| LIABILITIES | |||
| --- | --- | --- | --- |
| September 30, 2025 | September 30, 2024 | March 31, 2025 | |
| $ | $ | $ | |
| Current | |||
| Accounts payable and accrued liabilities | 206,527 | 415,795 | 267,475 |
| Client deposit | 8,357 | 8,344 | 8,357 |
| Current portion of lease liability | 133,487 | 181,485 | 293,446 |
| Due to related parties | 645,944 | 852,434 | 663,339 |
| 994,315 | 1,458,058 | 1,232,617 | |
| Lease liability | 19,737 | 454,157 | 160,710 |
| 1,014,052 | 1,912,215 | 1,393,327 |
The Company's total assets as of September 30, 2025, were $1,877,518. This represents a significant increase of$ 999,681 compared to the $877,837 reported on September 30, 2024. This increase is mainly attributable to the substantial growth in Cash and Cash Equivalents and the inclusion of Short-term investment (which was $nil in the prior-year period). The Company reported a positive working capital of $727,714 as of September 30, 2025 (Current Assets of $1,722,029 less Current Liabilities of $994,315). This
represents a remarkable turnaround from the negative working capital of $1,355,951 reported on September 30, 2024 (Current Assets of$ 102,107 less Current Liabilities of $1,458,058). The establishment of positive working capital is primarily due to the increase in cash and the deployment into short-term investments, which collectively reflect the proceeds from financing activities realized between the comparative periods.
On September 30, 2025, the Company had Cash and Cash Equivalents of $721,541 and Short-term investments of$ 824,081. Cash and Cash Equivalents increased by $686,896 compared to the $34,645 reported on September 30, 2024. This increase, combined with the new Short-term investment balance of $824,081 (up from $nil), demonstrates the successful execution of capital raising and/or a net positive cash flow from operations and investing activities over the past twelve months. The Amount receivable increased by $108,945 from $67,462 on September 30, 2024, to $176,407 on September 30, 2025, suggesting a higher level of sales activity or timing differences in collections. Right-of-use asset decreased by $625,741 from $707,321 on September 30, 2024, to $81,580 on September 30, 2025. This significant reduction is a result of the systematic amortization of the ROU asset over the life of the underlying lease and the potential expiry or non-renewal of certain lease agreements during the period.
Total liabilities decreased by $898,163 from$ 1,912,215 on September 30, 2024, to $1,014,052 on September 30, 2025. This substantial reduction is a combination of the material decrease in Accounts payable and accrued liabilities, Lease liability, and Due to related parties. Accounts payable and accrued liabilities decreased by $209,137 from $415,795 (September 30, 2024) to $206,527 (September 30, 2025), mainly due to the settlement of outstanding vendor invoices and accrued expenses. The Current portion of lease liability and the Long-term Lease liability decreased by $47,700 and $434,477, respectively, for the same period. The total decrease in lease liabilities of $482,177 reflects the significant lease payments made during the period, consistent with the amortization of the Right-of-Use Asset mentioned above. Due to related parties decreased by $206,515 from $852,434 (September 30, 2024) to $645,944 (September 30, 2025). This reduction suggests a net settlement of amounts owed to related entities during the period.
| SHAREHOLDERS' EQUITY | |||
|---|---|---|---|
| September 30, 2025 | September 30, 2024 | March 31, 2025 | |
| $ | $ | $ | |
| Share Capital | 13,781,686 | 10,138,812 | 13,781,686 |
| Share subscriptions received | - | 774,885 | - |
| Contributed surplus | 3,752,269 | 3,068,312 | 3,732,355 |
| Deficit | (16,670,490) | (15,016,387) | (15,773,087) |
| 863,465 | (1,034,378) | 1,740,954 |
On September 30, 2025, the share capital was $13,781,686, comprising 105,090,213 issued and outstanding common shares (September 30, 2024, it was$ 10,138,812, comprising 90,886,229 issued and outstanding common shares). The increase in shares outstanding is
related to the rise of capital through private placement. Contributed Surplus on September 30, 2025, is $3,752,269 (September 30, 2024 - $3,068,312), the increase is the result of the contributed surplus related to share-based compensation that has been allocated to this quarter using the Black Scholes option pricing model with weighted average assumptions and resulting values for grants. As a result of the net loss for the six months ended September 30, 2025, of $897,403 (September 30, 2024 - $1,150,580), the deficit on September 30, 2025, increased to $16,670,490 compared to $15,016,387 on September 30, 2024.
At present, the Company’s operations do not generate sufficient cash inflows from the commercialization of its early lung cancer detection assay. Revenue consists primarily of income generated on the lab research and development services rendered to the third parties, and its financial success after September 30, 2025, is dependent on management’s ability to continue to obtain sufficient funding to sustain operations through the development stage and successfully bring the Company’s technologies to the point that they may be out-licensed so that the Company achieves profitable operations. The research and development process can take many years and is subject to factors that are beyond the Company’s control. Valuable patents have been granted and filed that came from research activities conducted by the Company. Some of these patents could be licensed based on the application. Several of the Company’s diagnostic assays are near commercialization pending regulatory approval.
To finance the Company’s future research and development and to cover administrative and overhead expenses in the coming years, the Company may raise money through equity sales. Many factors influence the Company’s ability to raise funds, including the Company’s record of accomplishment, and the experience and caliber of its management. Actual funding requirements may vary from those planned due to various factors, including the progress of research activities. Management believes it will be able to raise equity capital as required in the long term but recognizes there will be risks involved that may be beyond its control. Should those risks fully materialize, it may not be able to raise adequate funds to continue its operations.
Since the Company will not be able to generate cash from its operations in the foreseeable future, the Company will have to rely on funding through future equity issuance and through short-term borrowing in order to finance ongoing operations. The ability of the Company to raise capital will depend on market conditions and it may not be possible for the Company to issue shares on acceptable terms or at all.
1.6 Capital Resources
The Company does not have any other commitments for material capital expenditures. The Company is not a party to any off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on the Company’s financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.
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1.7 Off-Balance Sheet Arrangements
There is no off-balance sheet arrangements to which the Company is committed.
1.8 Transactions Between Related Parties
During the quarter ended September 30, 2025, the Company entered into the following transactions with related parties:
a) For the quarter ended September 30, 2025, directors and officers of the company provided consulting services to the company of $85,050. These charges are included in consulting fees. Consulting fees from the CEO was $60,000 and the Interim CFO who also performed duties as Project Director was $25,050 for the quarter ended June 30, 2025. As of September 30, 2025, the Company has $466,181 due to CEO (2024 - $666,381). The balance owing to the interim CFO as of September 30, 2025, is $131,965 (2024 - $136,255).
b) For the quarter ended September 30, 2025, the Company has a balance of $47,798 (2024 - $49,798) owed to BioMark Technologies Inc. BioMark Technologies Inc. which holds approximately 39.02% of the common shares of the Company as of September 30, 2025 (2024 – 45.12%). The CEO owns more than 10% interest in the Company.
c) Additionally, on April 1, 2021, the Company entered into an Independent Contractor Agreement (the "Agreement") with the CEO of the Company. According to the Agreement, the Company shall pay the CEO $20,000 with applicable tax per calendar month; to be paid monthly or in such other installments and at such other times as the Consultant and the Company may mutually agree in writing. The Company shall pay all reasonable business and out-of-pocket expenses actually and properly incurred by the CEO from time to time in furtherance of or in connection with the Services, including, but not limited to, all reasonable travel and other business expenses. The CEO will be entitled to a cash bonus in the amount of $250,000 upon the Company achieving a market capitalization of at least $75 million USD over a period of 30 trading days. According to the Agreement, the Company engaged CEO service to provide important services that include developing and directing the corporate strategy, resource allocation, reviewing acquisitions or partnerships, driving or generating revenue growth, hiring, and retaining staff as necessary, supporting capital raise rounds, managing past relationships, and building business and collaborations. The Company has not compensated the CEO with a cash bonus based on these trading price calculations.
1.9 Fourth Quarter
N/A
1.10 Proposed Transactions
N/A
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1.11 Critical Accounting Estimates
N/A
1.12 Changes in Accounting Policies Including Initial Adoption
The Company has performed an assessment of new standards issued by the IASB that are not yet effective and has determined that any new standards that have been issued would have no or very minimal impact on the Company’s financial statements.
1.13 Financial Instruments and Other Instruments
Financial Instruments
A financial instrument is a contract that gives rise to a financial asset in one entity and a financial liability or equity instrument in another entity. Financial assets and financial liabilities, including derivatives, are recognized in the consolidated statement of financial position when the Company becomes a party to the contractual provisions of the financial instrument.
The Company’s financial instruments consist of cash and cash equivalents, accounts payable and accrued liabilities, client deposit, Due to related parties and lease liabilities, which were measured at amortized cost. The Company may be exposed to risks of varying degrees of significance from financial instruments. Management’s close involvement in the operations allows for the identification of risks and variances from expectations. A discussion of the types of risks the Company is exposed to and how such risks are managed by the Company is provided in Note 10 to the Annual Financial Statements.
Other Instruments
Intangible Assets
Under IAS 38, an “intangible asset” is an identifiable non-monetary asset without physical substance. It is sometimes difficult to assess whether an internally generated intangible asset qualifies for because of problems in: (a) identifying whether and when there is an identifiable asset that will generate expected future economic benefits; and (b) determining the cost of the asset reliably. In some case, the cost of generating an intangible asset internally cannot be distinguished from the cost of maintaining or enhancing the entity’s internally generated goodwill or of running day-to-day operation.
To assess whether an internally generated intangible asset meets the criteria for recognition, an entity classifies the generation of the asset into (a) the research phase, and (b) the development phase. BioMark has nine patent families under the research phase and the development phase, however, the technology has not been commercialized yet. The Company is the process to demonstrate that the asset will generate probable future economic benefits but has the challenge of distinguishing the development phase from the research phase. Currently, the Company treats the
expenditure on the project development as if it were incurred in the research phase, the costs are expensed as incurred, and the intangible assets have not been recognized on the financial statement. With the further development of the technology, BioMark will reassess the criteria of IAS 38 and apply to the applicable accounting treatment accordingly.
1.14 Other MD&A Requirements
(a) More information regarding the Company is available on the Company’s website www.biomarkdiagnostics.com and under the Company’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR+”) website, www.sedarplus.ca
(b) Information required in the following sections of National Instrument 51-102, if applicable:
(i) Section 5.3 – Additional Disclosure for Venture Issuers without Significant Revenue.
An analysis of material components of the Company’s general and administrative expenses is disclosed in the Statement of Comprehensive Loss forming part of the Financial Statements for the period ended September 30, 2025, to which this MD&A relates.
(ii) Section 5.4 – Disclosure of Outstanding Share Data; and
a. Authorized:
Unlimited common shares without par value
b. Common Shares Issued:
As of September 30, 2025, the Company had 105,090,213 common shares issued and outstanding.
c. Share Purchase Warrants
Information regarding the Company’s outstanding warrants is summarized below:
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| Expiry Date | Number of Warrants Outstanding | Number of Warrants Exercisable | Weighted Average Exercise Price | |
|---|---|---|---|---|
| Balance, as at March 31, 2023 | 6,177,579 | 6,177,579 | $ 0.45 | |
| Issued | Dec. 29, 2026 | 7,600,000 | 7,600,000 | $ 0.45 |
| Balance, as at March 31, 2024 | 13,777,579 | 13,777,579 | $ 0.45 | |
| Expired | Dec. 13, 2024 | (1,115,579) | 1,115,579 | $ 0.45 |
| Issued | Mar 26, 2028 | 9,610,000 | 9,610,000 | $ 0.50 |
| Expired | Dec. 13, 2024 | 4,593,984 | 4,593,984 | $ 0.50 |
| Balance, as at March 31, 2025 | 26,865,984 | 29,097,142 | $ 0.48 | |
| Balance, as at September 30, 2025 | 26,865,984 | 29,097,142 | $ 0.48 |
As of September 30, 2025, the number of warrants outstanding was 26,865,984 (2024 - 13,777,579). The weighted average life remaining for these warrants was 1.78 years.
d. Stock options:
The Company's current stock option plan (the "Stock Option Plan (2022)") was last approved by the shareholders on December 20, 2022. Pursuant to the Existing Plan, the maximum number of common shares of the Company that may be authorized for reservation for the grant of options from time to time shall be $15\%$ of the Company's issued and outstanding common shares. The plan provides for the granting of options to directors, employees, and consultants. The Board of Directors determines the features of the awards, including the exercise price, the term, and vesting provisions.
Information regarding the Company's outstanding share purchase options is summarized below:
| Expiry Date | Number of Options | Weighted Average Exercise Price | |
|---|---|---|---|
| Balance, as at March 31, 2024, Outstanding | 6,357,000 | $ 0.34 | |
| Granted | April 18, 2027 | 4,625,000 | $ 0.45 |
| Granted | December 31, 2024 | (3,735,000) | $ 0.30 |
| Balance, as at March 31, 2025, Outstanding | 7,247,000 | $ 0.43 | |
| Expired | July 14, 2025 | (2,410,000) | $ 0.40 |
| Expired | August 03, 2025 | (212,000) | $ 0.40 |
| Balance, as at September 30, 2025, Outstanding | 4,625,000 | $ 0.45 | |
| Balance, as at September 30, 2025, Exercisable | 3,468,750 | $ 0.45 |
During the six-month period ended September 30, 2025, the Company recorded a total share-based compensation expense of $19,914 (2024 - $320,923).
The number of options exercisable as of September 30, 2025, was 3,468,750 (2024 - 7,513,250 options). The weighted average life remaining for these options was 1.05 years.
(iii) Section 5.7 – Additional Disclosure for Reporting Issuers with Significant Equity Investees.
Not Applicable.
(c) Disclosure required by National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings and, as applicable, Form 52-109F1 Certification of Annual Filings – Full Certificate, Form 52-109F1R Certification of Refiled Annual Filings, or Form 52-109F1 AIF Certification of Annual Filings in Connection with Voluntarily Filed AIF.
Form 52-109FV2 Certification of Interim Filings is filed on SEDAR.
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