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Zero Candida Technologies Incorporated Interim / Quarterly Report 2025
48252_rns_2025-11-27_e3666699-6e95-4973-aa4f-67c006bedaa5.pdf
Interim / Quarterly Report
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ZERO CANDIDA TECHNOLOGIES INC.
Interim Condensed Consolidated Financial Statements
For the three and nine-month periods ended September 30, 2025 and 2024
(Expressed in thousands of Canadian dollars except per share amounts) (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 financial statements of the Company for the nine months ended September 30, 2025 have been prepared by management and approved by the Audit Committee and Board of Directors of the Company. The Company's independent auditors have not performed a review of these interim financial statements in accordance with the standards established by the Canadian Institute of Chartered Professional Accountants for a review of interim financial statements by an entity's auditors.
Zero Candida Technologies Inc.
For the three and nine-month periods ended September 30, 2025 and 2024 (Unaudited)
ZERO CANDIDA
Table of Contents
Interim Condensed Consolidated Statements of Financial Position ... 3
Interim Condensed Consolidated Statements of Loss and Comprehensive Loss ... 4
Interim Condensed Consolidated Statements of Changes in Equity ... 5
Interim Condensed Consolidated Statements of Cash Flows ... 6
Notes to the Interim Condensed Consolidated Financial Statements ... 7
Zero CANDIDA
Zero Candida Technologies Inc.
Interim Condensed Consolidated Statements of Financial Position
As at September 30, 2025 and September 31, 2024
(Expressed in thousands of Canadian dollars except per share amounts)
(Unaudited)
| Note | September 30, 2025 | September 30, 2024 | December 31, 2024 | |
|---|---|---|---|---|
| $ | $ | $ | ||
| ASSETS | ||||
| Current | ||||
| Cash and cash equivalents | 281 | 78 | 241 | |
| Term deposits | 2,236 | 2,208 | 2,811 | |
| Other receivables | 56 | 30 | 135 | |
| 2,573 | 2,316 | 3,187 | ||
| Non-current | ||||
| Right-of-use asset | 22 | 29 | 28 | |
| TOTAL ASSETS | 2,595 | 2,345 | 3,215 | |
| LIABILITIES | ||||
| Current | ||||
| Accounts payable | - | 2 | 4 | |
| Other payables, including related parties | 5 | 928 | 587 | 840 |
| Lease liabilities | 9 | 9 | 9 | |
| 937 | 598 | 853 | ||
| Non-current | ||||
| Lease liabilities | 20 | 21 | 20 | |
| TOTAL LIABILITIES | 957 | 619 | 873 | |
| EQUITY | ||||
| Share capital | 4 | 196 | 1 | 196 |
| Share premium | 11,342 | 5,552 | 11,220 | |
| Share-based payments | 1,473 | 1,693 | 1,558 | |
| Foreign currency translation adjustments | (128) | 58 | (156) | |
| Accumulated deficit | (11,245) | (5,578) | (10,476) | |
| 1,638 | 1,726 | 2,342 | ||
| TOTAL LIABILITIES AND EQUITY | 2,595 | 2,345 | 3,215 | |
| SUBSEQUENT EVENT | 9 |
/s/ "Eli Ben-Haroosh"
Eli Ben Harosh
Chief Executive Officer and Director
/s/ "Sophie Galper-Komet"
Sophie Galper Komet
Chief Financial Officer
November 27, 2025
Date of approval
The accompanying notes are an integral part of and should be read in conjunction with these interim condensed consolidated financial statements.
Zero CANDIDA
Zero Candida Technologies Inc.
Interim Condensed Consolidated Statements of Financial Position
As at September 30, 2025 and September 31, 2024
(Expressed in thousands of Canadian dollars except per share amounts)
(Unaudited)
| Note | For the 3 months ended September 30, 2025 | For the 9 months ended September 30, 2025 | For the 3 months ended September 30, 2024 | For the 9 months ended September 30, 2024 | |
|---|---|---|---|---|---|
| $ | $ | $ | $ | ||
| EXPENSES | |||||
| Research and development | (116) | (479) | (294) | (889) | |
| General and administrative | (88) | (392) | (249) | (567) | |
| Issuance costs | - | - | - | - | |
| (204) | (871) | (543) | (1,456) | ||
| OTHER | |||||
| Finance expenses | - | - | (1) | (2) | |
| Finance income | 19 | 99 | 73 | 73 | |
| 19 | 99 | 72 | 71 | ||
| Net loss | (185) | (772) | (471) | (1,385) | |
| OTHER COMPREHENSIVE INCOME (LOSS) | |||||
| Amounts that will not be reclassified subsequently to profit or loss: | |||||
| Foreign currencies translation adjustments | 288 | 28 | (229) | 14 | |
| TOTAL COMPREHENSIVE LOSS | 103 | (744) | (700) | (1,371) | |
| Basic and diluted loss per share | 4 | 0.00 | 0.00 | 0.00 | 0.00 |
The accompanying notes are an integral part of and should be read in conjunction with these interim condensed consolidated financial statements.
Zero CANDIDA
Zero Candida Technologies Inc.
Interim Condensed Consolidated Statements of Changes in Equity
For the nine-month periods ended September 30, 2025 and 2024
(Expressed in thousands of Canadian dollars except per share amounts)
(Unaudited)
| Share capital | Share premium | Share-based payments | Foreign currency translation adjustments | Accumulated deficit | Total | |
|---|---|---|---|---|---|---|
| $ | $ | $ | $ | $ | $ | |
| Balance, January 1, 2024 | - | 2,295 | 3,155 | 44 | (4,193) | 1,301 |
| Issuance of shares | 1 | 3,257 | (1,959) | - | - | 1,299 |
| Share-based payments | - | - | 497 | - | - | 497 |
| Loss for the period | - | - | - | - | (1,385) | (1,385) |
| Other comprehensive loss | - | - | - | 14 | - | 14 |
| Balance, June 30, 2024 | 1 | 5,552 | 1,693 | 58 | (5,578) | 1,726 |
| Balance, January 1, 2025 | 196 | 11,220 | 1,558 | (156) | (10,476) | 2,342 |
| Issuance of shares | - | 122 | (121) | - | - | 1 |
| Share-based payments | - | - | 36 | - | - | 36 |
| Loss for the period | - | - | - | - | (769) | (769) |
| Other comprehensive loss | - | - | - | 28 | - | 28 |
| Balance, September 30, 2025 | 196 | 11,342 | 1,473 | (128) | (11,245) | 1,638 |
The accompanying notes are an integral part of and should be read in conjunction with these interim condensed consolidated financial statements.
Zero CANDIDA
Zero Candida Technologies Inc.
Interim Condensed Consolidated Statements of Cash Flows
For the three and nine-month periods ended September 30, 2025 and 2024
(Expressed in thousands of Canadian dollars)
(Unaudited)
| For the 3 months ended September 30, 2025 | For the 9 months ended September 30, 2025 | For the 3 months ended September 30, 2024 | For the 9 months ended September 30, 2024 | |
|---|---|---|---|---|
| $ | $ | $ | $ | |
| OPERATING ACTIVITIES | ||||
| Net loss and comprehensive loss | 103 | (744) | (471) | (1,385) |
| Items not affecting cash: | ||||
| Amortization | 1 | 6 | 1 | 7 |
| Finance costs and other | - | - | (9) | 2 |
| Share-based payments | - | - | (1) | 497 |
| Issuance costs | - | - | - | - |
| 104 | (738) | (480) | (879) | |
| Changes in non-cash working capital balances: | ||||
| Term deposits | (13) | 575 | (742) | (742) |
| Other receivables | 4 | 79 | (50) | 182 |
| Accounts payable | - | (4) | - | 24 |
| Other payables, including related parties | (278) | 88 | - | - |
| Lease liabilities | 1 | - | - | 6 |
| (286) | 738 | (792) | (530) | |
| (182) | - | (1,272) | (1,409) | |
| INVESTING ACTIVITY | ||||
| Shares issuance and premium on shares | - | - | 1,299 | 1,299 |
| Change in cash | (182) | - | 27 | (110) |
| Cash, beginning of period | 459 | 241 | 280 | 174 |
| Exchange rate differences in bank balances | 4 | 40 | (229) | 14 |
| Cash, end of period | 281 | 281 | 78 | 78 |
The accompanying notes are an integral part of and should be read in conjunction with these interim condensed consolidated financial statements.
Page 7 of 13
Zero Candida Technologies Inc.
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine-month periods ended September 30, 2025 and 2024
(Expressed in thousands of Canadian dollars except per share amounts)
ZERO
CANDIDA
1. GENERAL INFORMATION
Zero Candida Ltd. ("ZCL") was incorporated as a privately held company registered in Israel Company No. 516520657 on January 3rd, 2022. It has developed an artificial intelligence ("AI") enabled smart tampon-like device designed to treat Candidiasis, a very common fungal infection. The patented technology is a combination of a therapy light source with a selected wavelength and intensity, and a transparent gel-based drug delivery system.
ZC entered into a tripartite reverse merger agreement (the "Agreement") with 1319743 Ltd. ("131") pursuant to the agreement, ZC and 131 agreed to a proposed purchase by ZC of 100% of the issued and outstanding securities of 131 in exchange for the issuance of ZC's securities. The transaction was intended to constitute a reverse takeover of ZC. In accordance with the Agreement, the transaction was considered a reverse takeover, where the wholly owned Israeli subsidiary of 131, which was incorporated solely for the purpose of the transaction, was merged with ZC. The reverse merger consisted of two simultaneous mergers, whereby, ZC merged in Israel with a fully owned subsidiary company of 131 formed under the Company Law of Israel in the name of 1319743 BC Ltd. and immediately following this merger, the merged entity ZC reverse merged with 131, a fully owned subsidiary of 131.
The application of ZC for a reverse merger with 131 was approved by the Israeli Corporate Register on August 15, 2024. On November 13, 2024, 131 closed its business acquisition of ZC, and changed its name to Zero Candida Technologies Inc. On November 25, 2024 the Company's shares commenced trading on TSX Venture Exchange (the "TSXV") under the ticker symbol ZCT.
2. BASIS OF PREPARATION
a6 Going concern
These interim condensed consolidated financial statements have been prepared on a going concern basis, which! assumes that the Company will continue in operations for the foreseeable future and will be able to realize its assets! and discharge its liabilities in the normal course of business. The realizable values may be substantially different! from their carrying values, as shown in these interim condensed consolidated financial statements. These interim! condensed consolidated financial statements do not affect 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 has not yet been able to generate positive cash flows from operations. Whether and when the! Company can generate sufficient cash flows to pay for its expenditures and settle its obligations as they fall due! after September 30, 2025, is uncertain.
To address the going concern risk, the Company continues to seek equity and other financing alternatives to support! ongoing operations, monitor general and administrative expenses compared to budget, and optimize its operating! processes.
$\Omega^{-}$ Statement of compliance
The interim condensed consolidated financial statements of the Company have been prepared in accordance with! International Accounting Standards ("IAS") 34 – Interim Financial Reporting, prepared using accounting policies! consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting! Standards Board ("IASB") and interpretations of the IFRS Interpretations Committee ("IFRIC"). These interim! condensed consolidated financial statements do not include all of the information required for full annual! consolidated financial statements and should be read in conjunction with the audited consolidated financial! statements for the year ended December 31, 2024. These interim condensed consolidated financial statements! were approved by the Board of Directors on November 27, 2025.
Page 8 of 13
Zero Candida Technologies Inc.
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine-month periods ended September 30, 2025 and 2024
(Expressed in thousands of Canadian dollars except per share amounts)
ZERO
CANDIDA
2. BASIS OF PREPARATION (CONT'D)
c) Basis of consolidation
The interim condensed consolidated financial statements comprise the accounts of the Company and its controlled subsidiaries. The financial statements of subsidiaries are included in the interim condensed consolidated financial statements from the date that control commences until the date that control ceases. The interim condensed consolidated financial statements are prepared using uniform accounting policies for like transactions and other events in similar circumstances.
Control is achieved when the Company is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Specifically, the Company controls an investee if and only if the Company has all the following:
- power over the investee.
- exposure, or rights, to variable returns from its involvement with the investee; and
- the ability to use its power over the investee to affect the amount of the investor's returns.
All transactions and balances between the Company and its subsidiaries are eliminated on consolidation, including unrealized gains and losses on transactions between companies.
The Company's material subsidiaries as at September 30, 2025 are as follows:
| Name of subsidiary | Country of incorporation | Ownership percentage | Functional currency |
|---|---|---|---|
| Zero Candida Ltd. | Israel | 100% | NIS |
d) Basis of presentation
The interim condensed consolidated financial statements are prepared on a going concern basis using the historical cost method, except for certain financial instruments that have been measured at fair value. In addition, these interim condensed consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information. The Company presents its classified consolidated statements of financial position distinguished between current and non-current assets and liabilities.
e) Significant judgments
The preparation of the Company's interim condensed consolidated financial statements under IFRS requires management to exercise judgment in applying the Company's accounting policies. Judgments made by management in the ongoing application of IFRS that have a significant effect on the interim condensed consolidated financial statements are outlined below:
i) Going concern
The Company applies judgment to determine whether there are material uncertainties that may cast significant doubt on the Company's ability to continue as a going concern.
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Zero Candida Technologies Inc.
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine-month periods ended September 30, 2025 and 2024
(Expressed in thousands of Canadian dollars except per share amounts)
ZERO
CANDIDA
2. BASIS OF PREPARATION (CONT'D)
e) Significant judgments (cont'd)
ii) Non-financial assets
The Company applies judgment to assess whether there are any indications that its non-financial assets may be impaired. This assessment requires an assessment of external, internal and other indicators at the end of each reporting period.
iii) Provisions and contingencies
The Company may encounter obligations arising from past events, which will only be confirmed by the occurrence or non-occurrence of future events not wholly within the control of the Company or where the obligation cannot be reliably estimated. The Company reviews such situations at each consolidated statement of financial position date and makes judgments on all information available to determine if an outflow of economic resources can be reliably estimated or not. If this is not possible, a contingency is reported for each material case.
iv) Research and development costs
Judgment is required to distinguish the research phase and the development phase to correctly identify costs that qualify for capitalization.
v) Income taxes
The Company applies judgment in determining the tax rates applicable to the temporary differences to determine the provision for income taxes. Deferred taxes relate to temporary differences between accounting and tax asset values. They are measured using tax rates that are expected to apply in the year when the asset is realized, or the liability is settled. Temporary differences are differences between accounting and tax asset values expected to be deductible or taxable in the future.
f) Use of estimates and assumptions
The preparation of the Company's interim condensed consolidated financial statements requires management to make estimates based on events and circumstances that existed at the consolidated statement of financial position date. Accordingly, actual results may differ from these estimates. Significant estimates made by management with a significant risk of material adjustment in the current and following years are discussed below:
i) Non-financial assets
The Company estimates the useful life of its non-financial assets, which include an assessment of the expected usage of the asset, product life-cycles, technological obsolescence and the period of control over the asset. The useful life impacts the amount of amortization recorded in profit or loss in during the year, and the corresponding reduction of the non-financial assets value.
ii) Share-based payments
The Company measures equity-settled share-based payment transactions based on an estimate of the fair value of goods or services received, unless that fair value cannot be estimated reliably, in which case the Company measures the fair value of the goods or services received based on the fair value of the equity instruments granted.
Page 10 of 13
Zero Candida Technologies Inc.
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine-month periods ended September 30, 2025 and 2024
(Expressed in thousands of Canadian dollars except per share amounts)
ZERO CANDIDA
2. BASIS OF PREPARATION (CONT'D)
g) Functional and presentation currency
These interim condensed consolidated financial statements are presented in Canadian dollars, which is the Company's functional and presentation currency.
3. SIGNIFICANT ACCOUNTING POLICIES
a) Future accounting pronouncements
The following standards have not yet been adopted and are being evaluated to determine their impact on the Company.
- Amendments to IAS 1: Classification of Liabilities as Current or Non-current
- Amendments to IAS 8: Definition of Accounting Estimates and Errors
- Amendments to IAS 12: Amendments to IFRS 16 Leases and IFRS 17 Insurance Contracts
- Annual Improvements to IFRS: Disclosure of Accounting Policies
- Standards 2018-2020 Cycle
- Amendments to IAS 1 and IFRS Practice Statement 2
The directors do not expect that the adoption of the Standards listed above will have a material impact on the interim condensed financial statements of the Company in future periods.
4. EQUITY
The Company is authorized to issue 19,533,037 common shares and has 19,533,037 common shares issued and outstanding as at September 30, 2025 and December 31, 2024.
The weighted-average number of common shares for the three-and-nine months ended September 30, 2025 was 19,533,037 (2024 – 19,533,037).
In July of 2025, the Company issued 560,000 options to purchase common shares subject to vesting restrictions and exercisable at a price of $0.25 per common for a period of five years from the date of grant.
5. RELATED PARTY TRANSACTIONS AND BALANCES
Key management personnel transactions
Key management includes the Company's directors, officers and any consultants with the authority and responsibility for planning, directing, and controlling the activities of an entity, directly or indirectly. Management of the Company appointed by the board of directors as follows: Chief Executive Officer, Chief Financial Officer.
The CEO and the President of the Company has undertaken to defer the payment of their consulting fees under consulting agreements. Included in accounts payable, including related parties is $879 due to key management personnel as at September 30, 2025 (December 31, 2024 – $773)
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Zero Candida Technologies Inc.
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine-month periods ended September 30, 2025 and 2024
(Expressed in thousands of Canadian dollars except per share amounts)
ZERO
CANDIDA
6. FINANCIAL INSTRUMENTS
a) Accounting classifications and fair values
Except for lease liabilities, all financial instruments as at September 30, 2025 and December 31, 2024 were held at amortized cost.
b) Transfers
For periods ended September 30, 2025 and 2024, there have been no transfers between Level 1, Level 2, and Level 3.
c) Financial risk management
The Company has exposure to credit risk, liquidity risk, and market risk arising from financial instruments. Management considers credit risk and market risk to be low.
i) Risk management framework
The Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The board of directors has established the risk management committee, which is responsible for developing and monitoring the Company's risk management policies. The committee reports regularly to the board of directors on its activities.
The Company's risk management policies are established to identify and analyze the risks faced by the Company, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
ii) Liquidity risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.
The Company aims to maintain the level of its cash and cash equivalents at an amount in excess of expected cash outflows on liabilities (other than trade payables) over the next 60 days. The Company also monitors the level of expected cash inflows on trade and other receivables, together with the expected outflows on trade and other payables.
The Company's exposure to liquidity risk is $957 as at September 30, 2025 (December 31, 2024 – $853), for which the Company has cash of $281 on hand to satisfy its liabilities as at September 30, 2025 (December 31, 2024 – $241). There have been no changes to the method for managing liquidity risk.
Page 12 of 13
Zero Candida Technologies Inc.
Notes to the Interim Condensed Consolidated Financial Statements
For the three and nine-month periods ended September 30, 2025 and 2024
(Expressed in thousands of Canadian dollars except per share amounts)
ZERO CANDIDA
6. FINANCIAL INSTRUMENTS (CONT'D)
ii) Credit risk
Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. In order to reduce its credit risk, the Company reviews a new customer's credit history before extending credit and conducts regular reviews of its existing customers' credit performance. An allowance for doubtful accounts is established based upon factors surrounding the credit risk of specific accounts, historical trends and other information.
iii) Market risk
Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises three types of risk: currency rate risk, interest rate risk and other price risk. The Company is mainly exposed to interest rate and currency risk.
7. CAPITAL MANAGEMENT
The Company defines capital as its equity. The Company's objective when managing capital is: (i) to safeguard the ability to continue as a going concern so that it can continue to provide returns to shareholders and benefits to other stakeholders; and (ii) to provide an adequate return to shareholders by obtaining an appropriate amount of financing commensurate with the level of risk. The Company sets the amount of capital in proportion to the risk. The Company manages its capital structure and adjusts in light of the changes in economic conditions and the characteristic risk of underlying assets.
To maintain or adjust the capital structure, the Company may repurchase shares, return capital to shareholders, issue new shares, or sell assets to reduce debt. The Company's objective is met by retaining adequate liquidity to provide for the possibility that cash flows from assets will not be sufficient to meet operational, investing, and financing requirements. There have been no changes to the Company's capital management policies during the periods ended September 30, 2025 and 2024.
8. SEGMENTED INFORMATION
In measuring its performance, the Company does not distinguish or group its operations on a geographical or any other basis and accordingly has a single reportable operating segment. Management has applied judgment by aggregating its operating segments into one single reportable segment for disclosure purposes. Such judgment considers the nature of the operations and an expectation of operating segments within a reportable segment with similar long-term economic characteristics.
The Company's Chief Executive Officer is the chief operating decision-maker and regularly reviews The Company's operations and performance on an aggregate basis. The Company does not have any significant customers or any significant groups of customers.
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