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Pioneering Technology Corp. Management Reports 2026
45073_rns_2026-01-28_4085e9e1-ac30-446a-8860-96809442825c.pdf
Management Reports
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Pioneering Tech.com
PROTECTING PEOPLE & PROPERTY
Pioneering Technology Corp.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF OPERATIONS
January 28, 2026
This Management Discussion and Analysis ("MD&A") is prepared as at January 28, 2026 and should be read in conjunction with the audited consolidated financial statements and related notes of Pioneering Technology Corp. ("Pioneering" or the "Company") for the year ended September 30, 2025, along with the audited consolidated financial statements and related notes of the Company for year ended September 30, 2024, each of which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as published by the International Accounting Standards Board ("IASB"). All figures are in Canadian dollars unless stated otherwise. Additional information relevant to the Company's activities can be found on the Company's profile on SEDAR+ at www.sedarplus.com.
Certain information in the MD&A is forward-looking and is subject to important risks and uncertainties. The results of events predicted in this information may differ from actual results or events. Forward-looking statements are often, but not always, identified by using words such as "anticipate", "plan", "estimate", "expect", "may", "project", "predict", "potential" "could", "might", "should" and other similar expressions. The Company believes the expectations reflected in forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct. Forward-looking statements are not guarantees as to the Company's future results as there are inherent difficulties in predicting future results. Accordingly, actual results could differ materially from those expressed or implied in the forward-looking statements. These forward-looking statements speak only to the date of the MD&A. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether because of new information, future events or otherwise except as required pursuant to applicable securities laws.
Non-IFRS Measures
In addition to disclosing results in accordance with IFRS, the Company also provides supplementary non-IFRS measures as a method of evaluating the Company's performance.
Adjusted EBITDA
Management uses Adjusted EBITDA as a measure of enterprise-wide performance. Adjusted EBITDA is defined as net income (loss) for the year plus income tax expense, depreciation of property and equipment, amortization of patents and intangibles, stock-based compensation, unrealized foreign exchange, interest expense, interest income and other non-recurring gains or losses. Management believes Adjusted EBITDA is a useful measure that facilitates period-to-period operating comparisons. Adjusted EBITDA does not have any standardized meaning prescribed by IFRS and is not necessarily comparable to similar measures presented by other companies. Adjusted EBITDA should not be considered in isolation or as a substitute for net income (loss) prepared in accordance with IFRS. Readers are cautioned that Adjusted EBITDA is not an alternative to measures determined in accordance with IFRS and should not, on its own, be construed as an indicator of performance, cash flow or profitability.
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Corporate Overview
Vision:
To be the leader in cooking fire prevention technologies to save lives and homes.
Mission:
To be North America's leader in cooking fire prevention technologies and protect people and property from the leading cause of household fire – cooking fires.
The Company's business is focused on cooking fire prevention and the Company's product innovations also help end users save energy and deliver a return on investment. All of the Company's intellectual property is protected by patents, patents pending or trademarks. The Company's business model is to sell its proprietary technologies and products through third party distribution channel partnerships and/or to license its technologies to original equipment manufacturers ("OEMs").
The Problem:
Cooking fires are the number one cause of household fires globally. In the United States cooking is the cause of over 49% of all reported home fires. This equates to approximately 172,000 cooking related structure fires and $1.1 billion in direct property damage annually and Indirect costs of more than $7 billion. (Source: National Fire Protection Association www.nfpa.org). Of the 172,000 cooking fires reported to the fire service each year in the U.S. there are, on average, an additional 4.7 million cooking fires go unreported. (Source: Consumer Product Safety Commission). Cooking fires have increased as a percentage of overall household fires from 20% in 1980 to 49% today and are a significant problem in the U.S. and around the world.
The Solutions:
The Company's product solutions help reduce cooking fires and false alarms by helping prevent these types of fires from starting in the first place. They help reduce energy consumption and deliver a proven return on investment. Pioneering's patented "temperature limiting control (TLC) technology®" and products have been recognized by the fire prevention community as the most compelling technology and products available in the market today that help prevent cooking fires and help solve the multi-billion-dollar cooking fire problem. Pioneering has installed over 1.6 million of its TLC burners to date without a single confirmed cooking fire. These technology/product solutions that protect people and properties include but are not limited to:
The Smart Element (SE) cooking system, (previously known as Safe-T-element "STE") is engineered to help prevent stovetop cooking fires on electric coil stoves before they start due to its temperature limiting control (TLC) technology®. The product is available as a professionally installed aftermarket solution or pre-equipped on new ranges and is sold to multi-residential channels and institutions throughout North America.
Smart Burner® (SB) is an easy to install (plug and play) version of Pioneering's "SE" that delivers all the benefits of the Smart Element but does not require professional installation. This product is targeted to multi-residential channels but is also available to consumers at retail or online. Pioneering's patented temperature limiting control (TLC) technology® has been installed on over 1.6 million burners without a single cooking fire.
The SmartMicro™ (SM) - (Safe-T-sensor 2.0), designed for microwave ovens to help prevent microwave fires and false/nuisance alarms. This product is most relevant in high volume/people college, seniors, health and office environments where a microwave smoke/fire alarm evacuation results in a dangerous situation, a significant cost and/or a loss of productivity. The SM delivers a significant and proven return on investment.
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New Products:
Pioneering has other product solutions and is focused on commercializing/distributing other fire prevention technologies and product opportunities to its channel partners and end customers that will provide safety and drive incremental revenue growth. The Company's goal is to deliver cooking fire prevention solutions for both the OEM and the aftermarket for all stovetop cooking platforms (electric coil, ceramic glass top, induction, gas), microwave ovens, and other common household appliances that endanger people and properties.
Overall Performance
Revenue for the year ended September 30, 2025, decreased slightly at $2,602,979 as compared to revenue of $2,742,504 during the year ended September 30, 2024. The Company has recently experienced increased competitive activity given the size of the cooking fire prevention opportunity and increased customer awareness of the requirement to meet new standards. Pioneering is now focused on leveraging its return-on-investment advantage against these competing product offerings, its focus on prevention versus protection and its superior performance and history compared to new cooking fire safety offerings that have entered the market.
Net loss for the year was $634,428 versus a loss of $952,556 in 2024. Adjusted EBITDA for the period was ($471,053), an improvement from Adjusted EBITDA of ($716,836) in 2024.
Gross profit margin for the year 2025 was 50%, an increase from gross profit margin of 49% during the prior year. In 2025, the Company made an effort to reduce its costs by focusing all sales and business development activities on those initiatives that will help drive new revenue, making cuts where able and reducing professional services and marketing activities where able. These initiatives resulted in a decrease in operating expenses during the year to $1,908,510, as compared to $2,258,983 during the same period year ago, a decrease of 16% or $350,473. These cost management initiatives will continue in 2026 where applicable and the Company will invest only in those areas that will help drive near term and/or new revenue.
2026 Strategic Objectives
The Company is cautiously optimistic that more favourable operating conditions will emerge in 2026, removing a number of the challenges it has faced over the past few years.
While revenue decreased slightly in 2025, the Company continues to define success as a return to profitability in 2026 and profitable future growth. The Company remains committed to its mission of helping protect people and properties; its focus on leadership share of mind when it comes to cooking fire safety within the multi-residential and institutional markets; and continuing to manage pricing and expenses to control gross margins.
The Company believes it made progress in 2025 with its strategic plan, despite not yet seeing an improvement in sales results. The Company’s 2026 strategic plan will continue with the execution of its 2025 strategic plan and the business development progress it has made in the past year:
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Build a Strong 36-month Pipeline: The Company has focused over the past 12 months on developing a stronger pipeline for its product offerings. During 2025, the Company continued to implement a number of effective lead generation, data analysis and CRM tools to assist in its efforts. In 2025, the Company was focused on generating revenue from its core business and managing tariff constraints, while focusing on developing new business opportunities to support a more robust long-term pipeline. The Company expects to introduce new product offerings and enter new markets in 2026 to broaden its reach and extend its customer engagements.
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Effective Planning and Execution: In 2026, the Company will optimize newly acquired/better resources and partners to deliver more effective planning and execution. Newly incorporated professional marketing capabilities and automated marketing activities are helping target specifically identified needs and behaviours in a cost-efficient manner.
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Targeted Approach to Existing Business Channels: In 2026 and beyond the Company intends to take a targeted approach to each channel opportunity it is focused on with individual goals, tactics, revenue targets and accountable channel owners and responsible support teams working in tandem to drive higher close rates amongst a larger qualified lead base.
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Leverage Pioneering’s Product Advantages: The Company will continue to differentiate its superior capabilities versus competitors who have recently entered the market. The Company is investing time and resources in collaborative efforts with new partners and with the U.S. fire service community to set Pioneering and its products apart from its competition.
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Three Months Ended September 30, 2025, Compared to Three Months Ended September 30, 2024
Revenue for the three months ended September 30, 2025, was $640,943 compared to $675,029 during the same period in 2024, a decrease of $34,086. The Company focused on sales pipeline development, business development and new market opportunities in fiscal 2025. These activities have not yet translated to increased revenue, but the Company believes these efforts will result in increased revenue in 2026.
Gross profit for the three months ended September 30, 2025, was $292,314 or 46% of revenues as compared to gross profit of $314,934 or 47% of revenues during the three months ended September 30, 2024. This decrease in gross margin was affected by increased tariffs related to our customer sales in the United States.
During the three months ended September 30, 2025, the Company incurred approximately $543,136 in expenses, a 3.4% decrease compared to $562,034 during the same period last year.
Net loss for the period was ($260,087) versus a net loss of ($260,715) in the same period last year, in line with the prior year.
Year Ended September 30, 2025, Compared to Year Ended September 30, 2024
For the year ended September 30, 2025, revenue was $2,602,979, a decrease of approximately 5% versus $2,742,504 for fiscal 2024. Our sales were impacted by additional US tariffs during the year that delayed customer purchases. The Company worked to address this issue going forward by managing pricing to the US and directing more of its efforts to increasing its Canadian sales opportunities, and working to introduce some of its products to new markets. These activities have not yet translated to increased revenue. However, the Company believes that these activities together with a focus on sales pipeline development and new business development activities in 2025 will deliver growth via improved sales results, margins and future revenue in fiscal 2026 and going forward.
Gross profit for the year ended September 30, 2025, was $1,308,551, or 50% of revenues as compared to gross profit of $1,339,037 or 49% of revenues during the year ended September 30, 2024. The increase in gross profit margin from 49% to 50% is due in large part to some pricing increases and the sale of regular priced product which is in the 50% plus range.
For the year ended September 30, 2025, total operating expenses were $1,908,510 representing a decrease of $350,473 or 16% from the same period last year. The decreases can mainly be attributed to the following:
- sales and marketing costs decreased to $734,552 during fiscal 2025 from $980,135 in the prior year, a decrease of $245,583. The Company managed its sales and marketing activities in 2025 focusing only on those activities that would contribute directly to sales and new business development, and
- foreign exchange gain of $112,831 in fiscal 2025, an increase of $126,660 from the loss of ($13,829) in fiscal 2024.
Net loss for the year ended September 30, 2025, was ($634,428) versus a net loss of ($952,556) in the same period last year.
Adjusted EBITDA
The Company has provided a reconciliation of Adjusted EBITDA to IFRS net income in the following table. Adjusted EBITDA is defined as net income (loss) for the year plus income tax expense, depreciation of property and equipment, amortization of patents and intangibles, stock-based compensation, unrealized foreign exchange, interest expense, interest income and other non-recurring gains or losses. Management believes Adjusted EBITDA is a useful measure that facilitates period-to-period operating comparisons.
| For the year ended September 30 | ||
|---|---|---|
| 2025 | 2024 | |
| Net loss for the year | $ (634,428) | $ (952,556) |
| Depreciation of property and equipment | 151,964 | 152,138 |
| Amortization of patents and intangibles | 4,263 | 6,090 |
| Stock based compensation | - | 27,154 |
| Unrealized foreign exchange gain (loss) | (27,320) | 17,728 |
| Gain on derecognition of lease | - | - |
| Interest expense | 68,565 | 75,513 |
| Interest income | (34,096) | (42,903) |
| Adjusted EBITDA | $ (471,052) | $ (716,836) |
| For the three-months ended September 30 | ||
| 2025 | 2024 | |
| Net loss for the period | $ (260,087) | $ (260,715) |
| Depreciation of property and equipment | 46,631 | 43,152 |
| Amortization of patents and intangibles | 1,066 | 1,522 |
| Stock based compensation | - | - |
| Unrealized foreign exchange gain (loss) | (1,328) | (5,081) |
| Gain on derecognition of lease | - | - |
| Interest expense | 16,917 | 18,435 |
| Interest income | (7,652) | (9,929) |
| Adjusted EBITDA | $ (204,453) | $ (212,616) |
*See Non-IFRS Measures note on Page 2
Selected Annual Information
| For The Years Ended ($'000's) | |||
|---|---|---|---|
| Sep 30 2025 | Sep 30 2024 | Sep 30 2023 | |
| Revenues | 2,603.0 | 2,742.5 | 2,872.0 |
| Loss | (634.4) | (952.6) | (671.8) |
| Assets | 2,934.4 | 3,533.0 | 4,693.5 |
| Non-current liabilities | 445.1 | 697.3 | 926.0 |
| Earnings (loss) per share (basic) | $ (0.01) | $ (0.02) | $ (0.01) |
| Earnings (loss) per share (diluted) | $ (0.01) | $ (0.02) | $ (0.01) |
Selected Quarterly Results
| For the Quarters Ended ($'000's) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Fiscal 2025 | Fiscal 2024 | |||||||
| Sep 30 2025 | Jun 30 2025 | Mar 31 2025 | Dec 31 2024 | Sep 30 2024 | Jun 30 2024 | Mar 31 2024 | Dec 31 2023 | |
| Revenues | 640.94 | 841.40 | 407.15 | 713.49 | 675.00 | 890.21 | 523.63 | 653.66 |
| Gross Profit | 292.31 | 406.21 | 237.73 | 372.30 | 314.90 | 385.76 | 253.10 | 385.28 |
| Gross Profit % | 46% | 48% | 58% | 52.2% | 46.7% | 43.3% | 48.3% | 58.9% |
| Expenses | 543.14 | 484.91 | 490.49 | 389.98 | 562.03 | 505.86 | 592.48 | 598.61 |
| Interest & Other Expenses | 9.26 | 8.23 | 8.44 | 8.54 | 13.92 | 11.54 | 8.00 | (0.85) |
| Income (loss) | (260.08) | (86.93) | (261.20) | (26.22) | (261.06) | (131.64) | (347.38) | (212.48) |
| Earnings (loss) per share (basic) | $ - | $ - | $ (0.01) | $ - | $ (0.01) | $ - | $ (0.01) | $ - |
| Earnings (loss) per share (diluted) | $ - | $ - | $ (0.01) | $ - | $ (0.01) | $ - | $ (0.01) | $ - |
Liquidity, Capital Management
The Company manages its liquidity by continuously monitoring forecasted and actual gross profit, expenses, and cash flows from operations.
The Company manages its capital structure and adjusts it, based on the funds available to the Company, to support the growth and development of its operations and brings new products to market and to ensure it continues as a going concern. The Board of Directors does not establish quantitative return on capital criteria for management, but rather relies on the expertise of the Company's management to sustain future development of the business. The Company will continue to assess new opportunities and seek to acquire an interest in growth situations if it feels there is sufficient economic potential and if it has adequate financial resources to do so.
The Company has historically relied on equity and debt financing as well as cash generated by ongoing operations to fund its capital requirements.
The Company expects that its existing cash on hand, together with cash generated from operations and availability under its existing revolving demand facility, will be sufficient to fund its working capital requirements for fiscal 2026 and to fund future planned growth and development activities. As at September 30, 2025, the Company had cash on hand of $138,990 and positive working capital of $918,877. For the year ended September 30, 2025, gross margins
increased positively to 50% from 49% in fiscal 2024. Current assets are $2.1 million vs. current liabilities of $1.2 million. Of the $2.1 million in current assets, $1.3 million is inventory, which with a 50% gross margin will yield an estimated $2.6 million in sales and accordingly, receivables when sold. This suggests current assets based on market values of $3.4 million vs. current liabilities of $1.2 million. This would result in healthy excess working capital of $2.2 million.
For the year ended September 30, 2025, our net working capital was $0.9 million. For the year ended September 30, 2024, it was $1.5 million, resulting in a decrease of $0.6 million for the year. Additionally, our cash position decreased by $0.6 million, decreasing from $0.7 million to $0.1 million. With excess working capital of $0.9 million based on costs or $2.2 million based on market values, the Company has between 1.5 and 3.8 years of working capital on hand.
Management reviews its approach to capital management on an ongoing basis and believes that its approach, given the relative size of the Company and the current state of the development stage of its products, is reasonable.
There were no changes in the Company's approach to capital management during the year.
Disclosure of Outstanding Share Information
The following table sets forth information concerning the issued securities of the Company as at September 30, 2025.
| Description | Number |
|---|---|
| Common Shares | |
| Outstanding at September 30, 2024 | 56,041,746 |
| Issued | - |
| Outstanding at September 30, 2025 | 56,041,746 |
| Stock Options | |
| Outstanding at September 30, 2024 | 9,775,000 |
| Expired | (2,525,000) |
| Forfeited | (150,000) |
| Outstanding at September 30, 2025 | 7,100,000 |
Contingencies and Commitments
As at January 28, 2026, management is not aware of any material liabilities, contingent or otherwise, that have not been recorded in the consolidated financial statements of the Company as at September 30, 2025. In the ordinary course of business activities, the Company may be contingently liable for litigation and claims with customers, suppliers and former employees. Management believes that adequate provisions have been recorded in the accounts where required.
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Related Party Transactions
Related party transactions and balances are as follows:
| September 30, 2025 | September 30, 2024 | |
|---|---|---|
| Type of payment | ||
| Compensation and benefits | $ 246,750 | $ 246,750 |
| Stock option expense | $ - | 12,926 |
| $ 246,750 | $ 259,676 | |
| Amounts due to related parties at period end | $ 115,651 | $ 40,129 |
The amounts due to related parties are included in the trade payables and accrued liabilities. The Company defines Key Management as its CEO and its Board of Directors.
Stock options held by related parties and the Board of Directors under the stock option plan to purchase ordinary shares have the following expiry dates and exercise prices:
| Issuance Date | Expiry Date | Exercise Price | 30-Sep 2025 |
|---|---|---|---|
| $ | Number Outstanding | ||
| May 2023 | May 2028 | $0.05 | 3,450,000 |
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Management's Responsibility for Financial Information
The consolidated financial statements of the Company and all the information in this report are the responsibility of management and the Board of Directors.
The consolidated financial statements have been prepared by management in accordance with IFRS. Under these principles, management has made certain estimates and assumptions that are reflected in the consolidated financial statements. Management believes that these consolidated financial statements fairly present the Company's consolidated financial position, results of operations and cash flows.
The Board of Directors is responsible for ensuring that management fulfills its responsibilities for financial reporting and is ultimately responsible for reviewing and approving the consolidated financial statements. The board carries out this responsibility principally through the Audit Committee which consists of three independent directors appointed by the Board.
The Audit Committee meets periodically with management as well as with the independent external auditors to discuss auditing matters and financial reporting issues. The Audit Committee reviews the consolidated financial statements and external auditors' report thereon and reports its findings to the board for consideration when the Board approves the consolidated financial statements for issuance to the Company's shareholders. The Committee also considers, for review by the Board and approval by shareholders, the engagement or reappointment of the external auditors. The external auditors have full and free access to the Audit Committee.
Risks and Uncertainties
Readers should consider the risks and other information included in the Company's audited consolidated financial statements and related notes for the year-ended September 30, 2025.