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Nubeva Technologies Ltd. — Interim / Quarterly Report 2026
Apr 1, 2026
47454_rns_2026-04-01_37d7228b-a8f3-46ef-ae6f-7891005bc4ee.pdf
Interim / Quarterly Report
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Nubeva Technologies Ltd.
Condensed Interim Consolidated Financial Statements
For the Nine Months Ended January 31, 2026 and 2025
UNAUDITED
NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS
Under National Instrument 51-102, Part 4, Subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor. The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared by and are the responsibility of the Company's management. The Company's independent auditor has not performed a review of these condensed interim consolidated financial statements in accordance with standards established by the Canadian Institute of Chartered Accountants for a review of interim financial statements by an entity's auditor.
Nubeva Technologies Ltd.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION
As of January 31, 2026 and April 30, 2025
(Expressed in United States dollars)
| Notes | January 31, 2026 | April 30, 2025 | |
|---|---|---|---|
| Assets | |||
| Current assets: | |||
| Cash and cash equivalents | 4 | $ 2,727,173 | $ 3,089,478 |
| Accounts receivable | 5 | 109,339 | 95,578 |
| Tax credit receivable | 6 | 202,113 | 369,284 |
| Prepaid expenses and deposits | 7 | 11,069 | 78,432 |
| Total current assets | 3,049,694 | 3,632,772 | |
| Equipment | 8 | 13,098 | 9,257 |
| Total Assets | $ 3,062,792 | $ 3,642,029 | |
| Liabilities | |||
| Current liabilities: | |||
| Accounts payable and accrued liabilities | 9,11 | $ 111,626 | $ 115,685 |
| Current portion of term loans payable | 12 | 2,508 | 2,508 |
| Deferred revenue | 10 | 127,171 | 273,975 |
| Total current liabilities | 241,305 | 392,168 | |
| Term loans payable | 12 | 12,036 | 11,883 |
| Total Liabilities | 253,341 | 404,051 | |
| Shareholders’ Equity | |||
| Common share capital | 13 | 19,311,030 | 19,311,030 |
| Reserves | 13 | 2,304,764 | 2,315,979 |
| Deficit | (18,697,203) | (18,229,332) | |
| Accumulated other comprehensive loss | (109,140) | (159,699) | |
| Total Shareholders’ Equity | 2,809,451 | 3,237,978 | |
| Total Liabilities and Shareholders’ Equity | $ 3,062,792 | $ 3,642,029 |
Approved by the directors:
"Randy Chou"
"Francis Chan"
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Nubeva Technologies Ltd.
CONDENSED INTERIM CONSOLIDATED STATEMENTS
OF COMPREHENSIVE INCOME AND LOSS
(Expressed in United States dollars)
| Notes | Three Months Ended January 31, | Nine Months Ended January 31, | |||
|---|---|---|---|---|---|
| 2026 | 2025 | 2026 | 2025 | ||
| Revenue | 15 | $ 139,571 | $ 62,573 | $ 402,197 | $ 474,192 |
| Operating expenses: | |||||
| General and administrative | 11,14 | 119,871 | 210,576 | 422,941 | 670,553 |
| Research and development | 11,14 | 159,337 | 122,656 | 591,078 | 454,504 |
| Sales and marketing | 14 | 1,463 | 1,769 | 4,026 | 13,057 |
| Share-based compensation | 11,13 | 1,434 | 14,354 | 6,560 | 35,841 |
| Total expenses | 282,105 | 349,355 | 1,024,605 | 1,173,955 | |
| Other Items | |||||
| Interest and other income | 4,16 | 25,071 | 34,573 | 84,093 | 122,331 |
| Accretion and interest accrued | 12 | (610) | (558) | (1,825) | (22,702) |
| Foreign exchange loss | (684) | (1,461) | (3,231) | (4,366) | |
| Government assistance | 6 | 5,680 | 38,179 | 60,795 | 93,239 |
| Bad debt expense | 5 | (3,301) | - | (3,301) | - |
| Gain (loss) on investment | (191) | 11 | 231 | 649 | |
| Net loss before income tax | (116,569) | (216,038) | (485,646) | (510,612) | |
| Income tax expense | - | 7,264 | - | (36,386) | |
| Net loss for the period | (116,569) | (208,774) | (485,646) | (546,998) | |
| Other comprehensive loss, item that may be recycled through profit and loss | |||||
| Foreign currency translation adjustment | 42,767 | (23,374) | 50,559 | (16,348) | |
| Total comprehensive loss for the period | $ (73,802) | $ (232,148) | $ (435,087) | $ (563,346) | |
| Loss per share - basic and diluted | $ (0.00) | $ (0.00) | $ (0.01) | $ (0.01) | |
| Weighted average number of common shares outstanding | 70,173,783 | 70,173,783 | 70,173,783 | 70,135,045 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Nubeva Technologies Ltd.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the Nine Months Ended January 31, 2026 and 2025
(Expressed in United States dollars)
| Share capital | Reserves | |||||||
|---|---|---|---|---|---|---|---|---|
| Note | Common Shares | Amount | Share Based Payment Reserve | Warrants Reserve | Deficit | Accumulated Other Comprehensive Loss | Total | |
| Balance as at April 30, 2024 | 70,048,993 | $ 19,286,071 | $ 1,519,513 | $ 966,042 | $(17,785,035) | $(164,008) | $ 3,822,583 | |
| Share-based compensation | 13 | - | - | 35,841 | - | - | - | 35,841 |
| Options exercised | 13 | 124,790 | 24,959 | (12,576) | - | - | - | 12,383 |
| Forfeited/cancelled options | 13 | - | - | (161,863) | - | 161,863 | - | - |
| Foreign currency translation | - | - | - | - | - | (16,348) | (16,348) | |
| Net loss for the period | - | - | - | - | (546,998) | - | (546,998) | |
| Balance as at January 31, 2025 | 70,173,783 | $ 19,311,030 | $ 1,380,915 | $ 966,042 | $(18,170,170) | $(180,356) | $ 3,307,461 | |
| Balance as at April 30, 2025 | 70,173,783 | $ 19,311,030 | $ 1,349,937 | $ 966,042 | $(18,229,332) | $(159,699) | $ 3,237,978 | |
| Share-based compensation | 13 | - | - | 6,560 | - | - | - | 6,560 |
| Expired options | 13 | - | - | (17,775) | - | 17,775 | - | - |
| Foreign currency translation | - | - | - | - | - | 50,559 | 50,559 | |
| Net loss for the period | - | - | - | - | (485,646) | - | (485,646) | |
| Balance as at January 31, 2026 | 70,173,783 | $ 19,311,030 | $ 1,338,722 | $ 966,042 | $(18,697,203) | $(109,140) | $ 2,809,451 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Nubeva Technologies Ltd.
CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in United States dollars)
| Nine Months Ended January 31, | ||
|---|---|---|
| 2026 | 2025 | |
| Operating activities | ||
| Net loss for the period | $ (485,646) | $ (546,998) |
| Items not involving cash: | ||
| Share-based compensation | 6,560 | 35,841 |
| Accretion and interest accrued | 1,825 | 2,434 |
| Depreciation | 2,648 | 2,223 |
| Changes in non-cash working capital items related to operations: | ||
| Accounts receivable | (13,761) | 196,699 |
| Prepaid expenses | 67,363 | 69,601 |
| Tax credit receivable (net) | 191,819 | 240,148 |
| Accounts payable and accrued liabilities | (4,058) | 10,303 |
| Income tax payable | - | (201,293) |
| Deferred revenue | (146,804) | (237,332) |
| Cash used in operating activities | (380,054) | (428,374) |
| Investing activity: | ||
| Equipment | (6,100) | (5,649) |
| Cash used in investing activity | (6,100) | (5,649) |
| Financing activities: | ||
| Term loans repayment | (1,672) | (24,185) |
| Options exercised | - | 12,383 |
| Cash used in financing activities | (1,672) | (11,802) |
| Effect of foreign exchange on cash | 25,521 | (9,062) |
| Net increase in cash during the period | (362,305) | (454,887) |
| Cash and money market investments, beginning of the period | 3,089,478 | 3,639,766 |
| Cash and money market investments, end of the period | $ 2,727,173 | $ 3,184,879 |
The accompanying notes are an integral part of these condensed interim consolidated financial statements.
Nubeva Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended January 31, 2026 and 2025
(Expressed in United States dollars)
1. NATURE OF OPERATIONS
Nubeva Technologies Ltd. (“the Company” or “Nubeva”) was incorporated under the provisions of The Business Corporations Act (British Columbia) on February 3, 2017. The Company was a Capital Pool Company and had no business operations prior to February 28, 2018. The Company’s shares trade on the TSX Venture Exchange (“TSX-V”) under the trading symbol “NBVA” and on the OTCPK Venture Market with the trading symbol “NBVAF.” The Company’s registered and records office are located at Suite 480, 789 West Pender Street, Vancouver, BC, V6C 1H2.
Nubeva is in the business of developing and licensing software-based decryption solutions, including Ransomware Reversal.
These condensed interim consolidated financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company recognized a net loss for the nine months ended January 31, 2026, of $485,646. As at January 31, 2026, the Company’s current assets exceeded its current liabilities by $2,808,389. Since inception, the Company has an accumulated deficit of $18,697,203. Management estimates that its working capital position will provide the Company with sufficient financial resources to carry out planned operations through the next twelve months. Realization values may be substantially different from carrying values as shown and these consolidated financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. Such adjustments could be material. The Company is dependent upon making sales or raising debt and equity financing to provide the funding necessary to meet its general operating expenses and will require additional financing to continue to develop and deploy its technology. The Company has primarily incurred losses since inception and expects to incur further losses in the development of its business. These factors indicate a material uncertainty which may cast significant doubt upon the Company’s ability to continue as a going concern and, therefore, the Company may be unable to realize its assets and discharge its liabilities in the normal course of business. Although the Company has been successful in the past in obtaining financing, there is no assurance that it will be able to obtain adequate financing in the future or that such financing will be on terms advantageous to the Company.
2. STATEMENT OF COMPLIANCE
Basis of Preparation
These condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”), as issued by the International Accounting Standards Board (“IASB”), and interpretations of the International Financial Reporting Interpretations Committee (“IFRIC”). These condensed interim consolidated financial statements were approved by the Audit Committee on April 01, 2026.
Basis of Consolidation
The Company’s condensed interim consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries:
- Nubeva, Inc., registered in Delaware, USA; and
- Nubeva Pty Ltd. registered in New South Wales, Australia
Nubeva Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended January 31, 2026 and 2025
(Expressed in United States dollars)
2. STATEMENT OF COMPLIANCE (CONTINUED)
Basis of Consolidation (continued)
A subsidiary is an entity (including special purpose entities) controlled by the Company, where control is achieved by the Company having the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Company controls another entity. The financial statements are consolidated from the date on which control is obtained by the Company and are deconsolidated from the date that control ceases. All intercompany transactions and balances have been eliminated.
Basis of Measurement
These condensed interim consolidated financial statements have been prepared on a historical cost basis, except for those assets and liabilities that are measured at fair value at the end of each reporting period. Additionally, these condensed interim consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.
3. ACCOUNTING STANDARDS AND AMENDMENTS ISSUED
Accounting standards or amendments to existing accounting standards that have been issued but have future effective dates are either not applicable or are not expected to have a significant impact on the Company's condensed interim consolidated financial statements.
4. CASH AND CASH EQUIVALENTS
| January 31, 2026 | April 30, 2025 | |
|---|---|---|
| Cash | $ 128,474 | $ 373,463 |
| Money market funds | 2,598,699 | 2,716,015 |
| $ 2,727,173 | $ 3,089,478 |
See Note 16.
5. ACCOUNTS RECEIVABLE
| January 31, 2026 | April 30, 2025 | |
|---|---|---|
| Trade receivable | $ 16,000 | $ 43,800 |
| Taxes receivable | 85,293 | 47,923 |
| GST receivable | 8,046 | 3,855 |
| $ 109,339 | $ 95,578 |
As of January 31, 2026, 100% (April 30, 2025 - 100%) of the Company's trade receivable is current. There are no allowances for doubtful accounts.
During the nine months ended January 31, 2026, the Company recorded a write-off of accounts receivable totaling $4,800. Of this amount, $1,499 was applied as a reduction to deferred revenue, while the remaining $3,301 was recognized as a reduction to revenue.
One customer accounted for 100%, of the Company's trade receivable on January 31, 2026 (April 30, 2025 – three customers accounted for 62%, 27% and 11%).
Nubeva Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended January 31, 2026 and 2025
(Expressed in United States dollars)
6. TAX CREDIT RECEIVABLE
The Company is eligible to receive tax credits from its eligible research and development expenditures. The Company records the anticipated tax credits as government assistance at such time that the amount of tax credits is estimable, and their receipt is reasonably assured. As of January 31, 2026, the Company has estimated tax credits receivable of $202,113.
The Company engages in research and development activities. Research costs are expensed as incurred. Product development costs are expensed in the period incurred unless the costs meet the criteria for deferral and amortization.
| Balance, April 30, 2025 | $ 369,284 |
|---|---|
| Tax credits received | (279,852) |
| Tax credit accrual | 88,033 |
| Foreign exchange | 24,648 |
| Balance, January 31, 2026 | $ 202,113 |
7. PREPAID EXPENSES AND DEPOSITS
| January 31, 2026 | April 30, 2025 | |
|---|---|---|
| Deposit and prepaid office rent | $ - | $ 3,300 |
| Other | 11,069 | 75,132 |
| $ 11,069 | $ 78,432 |
8. EQUIPMENT
| Computers | |
|---|---|
| Cost | |
| As at April 30, 2025 | $ 16,782 |
| Additions | 6,100 |
| As at January 31, 2026 | $ 22,882 |
| Accumulated depreciation | |
| As at April 30, 2025 | $ 7,525 |
| Amortization | 2,648 |
| Foreign exchange | (389) |
| As at January 31, 2026 | $ 9,784 |
| Net book value | |
| As at April 30, 2025 | $ 9,257 |
| As at January 31, 2026 | $ 13,098 |
Nubeva Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended January 31, 2026 and 2025
(Expressed in United States dollars)
9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
| January 31, 2026 | April 30, 2025 | |
|---|---|---|
| Accounts payable (Note 11) | $ 61,416 | $ 28,141 |
| Accrued liabilities | 50,210 | 87,544 |
| $ 111,626 | $ 115,685 |
10. DEFERRED REVENUE
| January 31, 2026 | April 30, 2025 | |
|---|---|---|
| Deferred revenue, beginning | $ 273,975 | $ 243,032 |
| Revenue recognized that was included in the contract liabilities | (273,975) | (243,032) |
| Unearned revenues received | 127,171 | 273,975 |
| $ 127,171 | $ 273,975 |
All deferred revenue outstanding at January 31, 2026, is expected to be recognized in revenue within one year.
11. RELATED PARTY TRANSACTIONS
Key management personnel include people having the authority and responsibility for planning, directing, and controlling the activities of the Company as a whole. Key management personnel comprise of the members of the Company's Board of Directors, and corporate officers.
The following amounts, included in accounts payable and accrued liabilities (Note 9), are payable to related parties as of January 31, 2026 and April 30, 2025:
| January 31, 2026 | April 30, 2025 | |
|---|---|---|
| Expenses incurred on behalf of Company | $ - | $ 19 |
| Consulting | 3,897 | 4,970 |
| $ 3,897 | $ 4,989 |
These amounts are unsecured, non-interest bearing, and have no fixed terms of repayment.
Key Management Compensation
The Company incurred the following expenses with directors, officers, and companies controlled by them, during the nine months ended January 31, 2026 and 2025:
| Nine Months ended January 31, 2026 | Nine Months ended January 31, 2025 | |
|---|---|---|
| Salary | $ 325,434 | $ 348,252 |
| Consulting | 86,526 | 106,118 |
| Board services | 81,345 | 81,216 |
| Share-based compensation | - | 9,739 |
| $ 493,305 | $ 545,325 |
Nubeva Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended January 31, 2026 and 2025
(Expressed in United States dollars)
12. TERM LOANS PAYABLE
Economic Injury Disaster Loan Program ("EIDL")
During the nine months ended January 31, 2026, accretion and interest of $1,825 (2025 - $22,702) have been recorded on the loans in the condensed interim consolidated statement of comprehensive income and loss. Payments of $1,672 (2025 - $1,881) were made to reduce the loan during the nine months ended January 31, 2026.
Bank of Montreal loan (formerly CEBA loan)
During the nine months ended January 31, 2026, accretion and interest of $Nil (2025 - $90) were recorded on the loan and were included in the condensed interim consolidated statement of comprehensive income and loss. The Company paid $24,185 to extinguish the loan during the nine months ended January 31, 2025.
Transactions for the nine months ended January 31, 2026 are as follows:
| Balance, April 30, 2025 | $ | 14,391 | |
|---|---|---|---|
| Accretion and interest | 1,825 | ||
| Payments | (1,672) | ||
| Balance, January 31, 2026 | $ | 14,544 | |
| January 31, 2026 | April 30, 2025 | ||
| Current portion | $ | 2,508 | $ 2,508 |
| Long term portion | 12,036 | 11,883 | |
| $ | 14,544 | $ 14,391 |
13. SHARE CAPITAL AND RESERVES
(a) Authorized
- Unlimited common shares without par value; and
- Unlimited Restricted Voting Common Shares without par value. Restricted Voting Common Shares may be entitled to receive dividends as and when declared by the Board of Directors, only if the same dividend is declared or paid on the common shares. Restricted Voting Common Shares may be converted into common shares on a one-for-one basis without payment of additional consideration, at the option of the holder with consent of the Board of Directors, and at any time at the option of the Board of Directors.
(b) Issued share capital
At January 31, 2026, there were 70,173,783 (April 30, 2025 – 70,173,783) common shares issued and fully paid. There are no Restricted Voting Common Shares outstanding.
(c) Shares issued during the period
There were no shares issued during the nine months ended January 31, 2026.
Nubeva Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended January 31, 2026 and 2025
(Expressed in United States dollars)
13. SHARE CAPITAL AND RESERVES (CONTINUED)
(d) Share-based compensation
The Company has reserved 13,600,000 (April 30, 2025 - 13,600,000) common shares for issuance under all share compensation arrangements. The amended allocation of common shares reserved for equity compensation was as follows:
(i) 13,500,000 common shares reserved for issuance under the Company’s Fixed Share Option Plan; and
(ii) 100,000 common shares reserved for issuance under the Company’s Restricted Share Unit Plan.
The following table summarizes the Company’s outstanding equity compensation as at January 31, 2026 and April 30, 2025:
(i) Options
| January 31, 2026 | April 30, 2025 | |||||
|---|---|---|---|---|---|---|
| Units | Weighted average exercise price (CAD $) | Weighted average remaining life (years) | Units | Weighted average exercise price (CAD $) | Weighted average remaining life (years) | |
| Stock options | 4,372,611 | 0.76 | 3.05 | 4,416,159 | 0.76 | 3.82 |
Options to purchase common shares may be granted to directors, consultants, officers and employees of the Company and its subsidiary for terms up to ten years at a price at least equal to the market price prevailing on the date of the grant.
The continuity of stock options for the nine months ended January 31, 2026 is as follows:
| Number of Options | Weighted Average Exercise Price (CAD$) | |
|---|---|---|
| Balance, April 30, 2025 | 4,416,159 | 0.76 |
| Expired | (43,548) | 0.57 |
| Balance, January 31, 2026 | 4,372,611 | 0.76 |
Share-based compensation – Black-Scholes Option Pricing Model
Of the options issued under the Black-Scholes Option Pricing Model, no stock options were cancelled or forfeited during the nine months ended January 31, 2026 (2025 – 829,972) options with exercise prices ranging from Nil (2025 - CAD$0.25 to CAD$0.68) per share. On October 1, 2025, 43,548 stock options expired (2024 – Nil) with exercise prices ranging from CAD$0.05 to CAD$0.81 (2024 – Nil) per share. The Company transferred the fair value of the cancelled, forfeited, and expired options from share-based payment reserve to deficit, amounting to $17,775 in the current period and $161,863 in the comparative period.
Share-based compensation of $6,560 (2025 - $35,841) using the Black-Scholes Option Pricing Model (excluding the vested options using the Monte Carlo Method) was recorded on vested options during the nine months ended January 31, 2026.
Nubeva Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended January 31, 2026 and 2025
(Expressed in United States dollars)
13. SHARE CAPITAL AND RESERVES (CONTINUED)
Share-based compensation - Monte Carlo Method
During the nine months ended January 31, 2026, the Company recognized $Nil (2024 - $2,096) of the share-based compensation as calculated using the Monte Carlo method simulation.
Details of options outstanding on January 31, 2026, are as follows:
| Number of Options Outstanding | Expiry Date | Weighted Average Exercise Price (CAD$) | Weighted Average Remaining Life (Years) |
|---|---|---|---|
| 116,129 | 24-Nov-26 | 0.05 | 0.81 |
| 38,710 | 15-Feb-27 | 0.05 | 1.04 |
| 30,968 | 19-Jun-27 | 0.05 | 1.38 |
| 1,825,000 | 26-Jul-27 | 1.15 | 1.48 |
| 100,000 | 30-Aug-27 | 0.75 | 1.58 |
| 30,000 | 19-Oct-27 | 0.69 | 1.72 |
| 148,000 | 1-Nov-27 | 0.37 | 1.75 |
| 95,834 | 3-Nov-27 | 0.68 | 1.76 |
| 20,000 | 18-Sep-29 | 0.10 | 3.63 |
| 30,000 | 26-Sep-29 | 0.27 | 3.65 |
| 72,518 | 23-Apr-30 | 0.08 | 4.23 |
| 1,610,452 | 28-Dec-30 | 0.45 | 4.91 |
| 100,000 | 24-Feb-31 | 0.42 | 5.07 |
| 45,000 | 18-Nov-31 | 0.81 | 5.80 |
| 25,000 | 10-Jan-32 | 2.07 | 5.95 |
| 75,000 | 28-Feb-32 | 1.55 | 6.08 |
| 10,000 | 6-Apr-32 | 1.32 | 6.18 |
| 4,372,611 | 0.76 | 3.05 |
At January 31, 2026, there were 2,516,765 (April 30, 2025 – 2,516,234) stock options exercisable.
(i) RSUs
RSUs are equity settled only and may be granted to directors, consultants, officers, and employees of the Company. Compensation expense is recognized based on the share price of the Company's common shares on the grant date multiplied by the number of RSU's expected to vest and recognized ratably over the vesting period, with a corresponding credit to the share-based compensation reserve. Adjustments to the number of RSUs expected to vest are recognized in the current period.
There are no RSUs outstanding at January 31, 2026.
(ii) Warrants
There are no warrants outstanding at January 31, 2026.
Nubeva Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended January 31, 2026 and 2025
(Expressed in United States dollars)
13. SHARE CAPITAL AND RESERVES (CONTINUED)
(e) Reserves
The share-based payment reserve is comprised of items recognized as share-based compensation expense including RSU's and stock options. Upon exercise of options or vesting of RSU's the corresponding amount will be transferred from the reserve to share capital. In the event that share-based compensation is cancelled or expires unexercised, the corresponding amount is removed from the share-based payment reserve and credited to profit and loss.
The warrants reserve is comprised of the value of warrants issued as part of private placements. The value of warrants is transferred to share capital on the date they are exercised. The Company does not adjust the reserve for warrants that expire unexercised.
14. EXPENSES BY NATURE
For the three months ended January 31, 2026:
| General and Administration | Research and Development | Sales and Marketing | |
|---|---|---|---|
| Office expense and operations | $ 100,150 | $ 24,495 | $ 1,463 |
| Personnel | 19,721 | 134,842 | - |
| Totals | $ 119,871 | $ 159,337 | $ 1,463 |
For the three months ended January 31, 2025:
| General and Administration | Research and Development | Sales and Marketing | |
|---|---|---|---|
| Office expense and operations | $ 119,997 | $ 26,307 | $ 1,769 |
| Personnel | 90,579 | 96,349 | - |
| Totals | $ 210,576 | $ 122,656 | $ 1,769 |
For the nine months ended January 31, 2026:
| General and Administration | Research and Development | Sales and Marketing | |
|---|---|---|---|
| Office expense and operations | $ 361,403 | $ 71,100 | $ 4,026 |
| Personnel | 61,537 | 519,978 | - |
| Totals | $ 422,941 | $ 591,078 | $ 4,026 |
For the nine months ended January 31, 2025:
| General and Administration | Research and Development | Sales and Marketing | |
|---|---|---|---|
| Office expense and operations | $ 464,771 | $ 71,578 | $ 13,057 |
| Personnel | 205,782 | 382,926 | - |
| Totals | $ 670,553 | $ 454,504 | $ 13,057 |
Nubeva Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended January 31, 2026 and 2025
(Expressed in United States dollars)
15. REVENUE
| Nine months ended January 31, 2026 | Nine months ended January 31, 2025 | |
|---|---|---|
| Software licenses and royalties | $ 185,259 | $ 169,219 |
| Support and maintenance | 150,234 | 225,000 |
| Subscriptions | 66,704 | 79,973 |
| Totals | $ 402,197 | $ 474,192 |
The Company recognized revenues from contracts with customers in accordance with the following timing under IFRS 15:
| Nine months ended January 31, 2026 | Nine months ended January 31, 2025 | |
|---|---|---|
| Recognized at a point in time | $ - | $ 255,274 |
| Recognized over the duration of contract | 402,197 | 218,918 |
| Totals | $ 402,197 | $ 474,192 |
Revenues are recognized at the point in time the Company has provided services to customers. Subscriptions, royalties, and support and maintenance contracts extending over a period of time are recognized over the contractual period. Revenue from software licenses with no further obligations to the Company are recognized upon transfer of the software.
During the nine months ended January 31, 2026 and 2025, the following revenue percentages represent customers who contributed the most significant revenue to the Company:
| January 31, 2026 | April 30, 2025 | |
|---|---|---|
| Customer A | 37% | 62% |
| Customer B | 46% | 23% |
Segment reporting
At January 31, 2026, the Company operates in one operating segment, the development and licensing of software-based decryption solutions, including Ransomware Reversal. The Company's equipment is located in Australia and the United States. All revenue recognized during the nine months ended January 31, 2026, and 2025 was earned as follows:
Nubeva Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended January 31, 2026 and 2025
(Expressed in United States dollars)
15. REVENUE (CONTINUED)
| Nine months ended January 31, 2026 | Nine months ended January 31, 2025 | |
|---|---|---|
| United Kingdom | $ 185,260 | $ 138,945 |
| United States | 200,506 | 328,349 |
| Canada | 16,431 | 6,898 |
| Totals | $ 402,197 | $ 474,192 |
16. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Classification of Financial Instruments
Financial assets included in the condensed interim consolidated statement of financial position are as follows:
| Level in fair value hierarchy | As at January 31, 2026 | As at April 30, 2025 | |
|---|---|---|---|
| Fair value through profit and loss: | |||
| Cash and money market instruments | Level 1 | $ 2,727,173 | $ 3,089,478 |
| Amortized cost: | |||
| Accounts receivable | 109,339 | 95,578 | |
| Totals | $ 2,836,512 | $ 3,185,056 |
Financial liabilities included in the condensed interim consolidated statement of financial position are as follows:
| As at January 31, 2026 | As at April 30, 2025 | |
|---|---|---|
| Amortized cost: | ||
| Accounts payable and accrued liabilities | $ 111,626 | $ 115,685 |
| Term loan payable | 14,544 | 14,391 |
| Totals | $ 126,170 | $ 130,076 |
Fair Value
Financial instruments measured at fair value are classified into one of three levels in the fair value hierarchy according to the relative reliability of the inputs used to estimate the fair values. The three levels of the fair value hierarchy are:
- Level 1 – Unadjusted quoted prices in active markets for identical assets or liabilities;
- Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or indirectly; and
- Level 3 – Inputs that are not based on observable market data.
Nubeva Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended January 31, 2026 and 2025
(Expressed in United States dollars)
16. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)
Fair Value (continued)
The carrying value of the Company’s financial assets and liabilities classified as amortized cost as at January 31, 2026 and 2025 approximate their fair value due to their short terms to maturity.
The following is an analysis of the contractual maturities of the Company’s financial liabilities as at January 31, 2026:
| January 31, 2026 | April 30, 2025 | |
|---|---|---|
| Accounts payable (Note 11) | $ 61,416 | $ 28,141 |
| Accrued liabilities | 50,210 | 87,544 |
| $ 111,626 | $ 115,685 |
The Company is exposed in varying degrees to a variety of financial instrument-related risks. The Board of Directors approves and monitors the risk management processes, inclusive of documented investment policies, counterparty limits, and controlling and reporting structures.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they come due. The Company attempts to manage liquidity risk by maintaining sufficient cash. Liquidity requirements are managed based on expected cash flows to ensure that there is sufficient capital in order to meet short-term obligations. As at January 31, 2026, the Company had cash and cash equivalents of $2,727,173 (April 30, 2025 - $3,089,478) (Note 4) to settle current liabilities of $241,305 (April 30, 2025 - $392,168).
The Company estimates it has adequate working capital to continue operations for the next fiscal year. There is substantial uncertainty that the Company will be able to continue to meet its financial obligations as they come due if it cannot generate sales or raise additional capital, and there is no assurance that the Company will be able to raise sufficient capital or raise capital on terms advantageous to the Company.
Foreign Exchange Risk
Foreign currency risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because they are denominated in currencies that differ from the respective functional currency. The functional currency of Nubeva is Canadian dollars, the functional currency of one operating subsidiary is the Australian dollar, and the functional currency of its other operating subsidiary is the United States dollar. At January 31, 2026, the Company held financial instruments denominated in currencies that differ from their functional currencies in net financial liabilities of $11,562 (April 30, 2025 – net financial assets of $18,080). A 10% change in the value of the United States dollar would result in an $1,156 impact (April 30, 2025 - $1,807) on the Company’s net gain or loss.
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Nubeva Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended January 31, 2026 and 2025
(Expressed in United States dollars)
16. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)
Capital Management
The Company’s objective in managing capital is to ensure sufficient liquidity to fund research and development and engage in sales and marketing activities while at the same time taking a conservative approach toward financial leverage and management of financial risk. The Company’s capital is composed entirely of equity. The Company uses capital to finance its operating losses. There is substantial uncertainty that the Company will be able to continue to finance its operating losses. The Company currently funds these requirements from cash raised through the issuance of common shares. There is a risk that the Company will not be able to raise funds through the issuance of shares or on terms advantageous to the Company or its shareholders. The Company’s objectives when managing capital are to ensure that the Company will have enough liquidity to continue to develop its software and services and engage in sales and marketing activities in order to obtain returns on investment.
The Company monitors its capital on the basis of the adequacy of its cash resources to fund its business plan. In order to maximize flexibility to finance growth, the Company does not currently pay a dividend to holders of its common shares. There is no external restriction on the Company’s capital. The Company did not initiate any changes to its capital management strategy during the nine months ended January 31, 2026.
Investment Risk
As of January 31, 2026, the Company’s cash and cash equivalents were comprised of cash in the amount of $128,474 (April 30, 2025 - $373,463), and money market funds in the amount of $2,598,699 (April 30, 2025 - $2,716,015).
Money market funds were comprised as follows:
i) 51% of Goldman Financial Square Government Fund is AAA rated and seeks current income to the extent consistent with the preservation of capital and the maintenance of liquidity by investing in U.S. Treasury Obligations, which include securities issued or guaranteed by the U.S. Treasury where the payment of principal and interest is backed by the full faith and credit of the U.S. government;
ii) 45% of United States treasury bills is A-1+ rated and guaranteed by the U.S. Treasury where the payment of principal and interest is backed by the full faith and credit of the U.S. government;
iii) 3% Morgan Stanley MSBNA Preferred Savings Account insured by the Federal Deposit Insurance Corporation (“FDIC”) up to applicable limits; and
iv) 1% Silicon Valley Bank Money Market Account insured by the FDIC.
Although certain money market fund investments may be guaranteed, the funds themselves are not insured or guaranteed and the Company could lose money. An investment in the Goldman Financial Square Government Fund is guaranteed by the U.S. government. The prices of fixed income securities respond to economic developments, including interest rate changes. Prices may be inversely affected by changes in interest rates. Accordingly, money market funds are subject to interest rate risk, and in a rising interest rate environment, portfolio shares can decline in value.
Nubeva Technologies Ltd.
Notes to the Condensed Interim Consolidated Financial Statements
For the nine months ended January 31, 2026 and 2025
(Expressed in United States dollars)
16. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT (CONTINUED)
Credit Risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Nubeva’s credit risk is primarily attributable to fluctuations in the realizable values of its cash and trade receivable. Cash accounts are maintained with major international financial institutions of reputable credit and therefore bear minimal credit risk. In the normal course of business, the Company is exposed to credit risk from its customers, and the related accounts receivable are subject to normal commercial credit risks. Until the Company’s customer base grows it is anticipated that its accounts receivable will be concentrated with a limited number of large customers all of which Nubeva believes are subject to normal industry credit risks.
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