Defsec Technologies Inc.TSXV: DFSC

Interim Financial Statements Q1 2026

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Unaudited Condensed Consolidated Interim Financial Statements of

DEFSEC TECHNOLOGIES INC.

Three months ended December 31, 2025 and 2024

(Expressed in Canadian dollars)

‌DEFSEC Technologies Inc. Table of contents

Page

FINANCIAL STATEMENTS

Unaudited Condensed Consolidated Interim Statements of Financial Position

3

Unaudited Condensed Consolidated Interim Statements of Net Loss and Comprehensive Loss

4

Unaudited Condensed Consolidated Interim Statements of Changes in Shareholders' Equity

5

Unaudited Condensed Consolidated Interim Statements of Cash Flows

6

Notes to the Unaudited Condensed Consolidated Interim Financial Statements

7-20

‌Notes

December 31,

2025

September 30,

2025

ASSETS

Cash and cash equivalents

$ 5,037,424

$ 6,686,429

Restricted short-term investment

47,500

47,500

Trade and other receivables

1,136,564

1,494,152

Inventories

4

587,173

519,609

Prepaid expenses and other

657,119

163,562

Deferred costs

63,599

34,773

Current assets

7,529,379

8,946,025

Property and equipment

257,065

279,132

Right-of-use assets

1,124,145

1,165,181

Deposit

47,321

46,132

Intangible assets

5

2,293,847

2,390,030

Deferred costs

105,466

94,976

Non-current assets

3,827,844

3,975,451

Total Assets

$ 11,357,223

$ 12,921,476

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities

Accounts payable and accrued liabilities

$ 1,314,952

$ 2,310,662

Accrued royalties liability

200,000

200,000

Lease obligations

109,552

188,907

Contract liabilities

29,425

7,671

Warrant liabilities

6,7(b)

116,239

210,965

Current liabilities

1,770,168

2,918,205

Accrued royalties liability

1,131,451

1,087,009

Lease obligations

1,190,020

1,114,543

Non-current liabilities

2,321,471

2,201,552

Total liabilities

4,091,639

5,119,757

Shareholders' equity

Share capital

7(a)

47,854,235

47,003,991

Warrants

7(b)

8,438,192

7,764,412

Contributed surplus

7(c)

5,398,445

5,398,445

Accumulated other comprehensive loss

(62,232)

(85,077)

Accumulated deficit

(54,363,056)

(52,280,052)

Total shareholders' equity

7,265,584

7,801,719

Total Liabilities and Shareholders' Equity

$ 11,357,223

$ 12,921,476

See Note 2(a) Going concern and Note 14 Commitments and contingencies.

See accompanying notes to the unaudited condensed consolidated interim financial statements.

‌Three Mont

hs Ended

Notes

December 31,

2025

December 31,

2024

Revenue

9

$ 1,307,736

$ 887,658

Cost of sales

(903,044)

(483,136)

Gross profit

404,692

404,522

Operating expenses

General and administrative

1,338,350

1,511,444

Selling and marketing

303,370

682,547

Research and development

649,629

672,575

Share-based compensation

7(c)

-

51,055

Depreciation and amortization

177,269

314,491

Total operating expenses

2,468,618

3,232,112

Operating loss

(2,063,926)

(2,827,590)

Other income (expenses)

Share issuance costs

-

(1,807,686)

Net finance costs

11

(37,294)

(62,059)

Foreign exchange gain (loss)

(73,252)

113,283

Impairment of right-of-use assets

-

(88,596)

Change in fair value of warrant liabilities

6

91,468

1,215,633

Total other expenses, net

(19,078)

(629,425)

Net loss

$ (2,083,004)

$ (3,457,015)

Other comprehensive income (loss):

Items that are or may be reclassified subsequently to profit or loss

Foreign currency translation differences

22,845

(96,276)

Total comprehensive loss

$ (2,060,159)

$ (3,553,291)

Net loss per share

Basic and diluted

8

$ (1.39)

$ (23.94)

Weighted average number of shares outstanding

Basic and diluted

8

1,497,035

144,401

See accompanying notes to the unaudited condensed consolidated interim financial statements.

DEFSEC TECHNOLOGIES INC.

Unaudited Condensed Consolidated Interim Statements of Changes in Shareholders' Equity Three months ended December 31, 2025 and 2024

(Expressed in Canadian dollars)

‌Notes

Number of Common Shares(1)

Share capital

Warrants

Contributed surplus

Translation reserve

Deficit

Total Shareholders' Equity

Balance, September 30, 2024

75,200

$ 37,822,725

$ 1,084,687

$ 5,152,753

$ (38,520)

$(42,653,358)

$ 1,368,287

Shares issued for public offering

3,809

100,310

-

-

-

-

100,310

Pre-funded warrants issued for public offering

-

-

3,489,393

-

-

-

3,489,393

Pre-funded warrants issued for private placement

-

-

3,578,344

-

-

-

3,578,344

Share issuance costs

-

(40,089)

(868,653)

-

-

-

(908,742)

Shares issued for debt

5,669

100,000

-

-

-

-

100,000

Pre-funded warrants exercised

290,904

4,227,111

(3,439,926)

-

-

-

787,185

Warrants expired

-

-

(132,000)

132,000

-

-

-

Share-based compensation

-

-

-

51,055

-

-

51,055

Other comprehensive loss

-

-

-

(96,276)

-

(96,276)

Net loss

-

-

-

-

-

(3,457,015)

(3,457,015)

Balance, December 31, 2024

375,582

$ 42,210,057

$ 3,711,845

$ 5,335,808

$ (134,796)

$(46,110,373)

$ 5,012,541

Balance, September 30, 2025

1,396,321

$ 47,003,991

$ 7,764,412

$ 5,398,445

$ (85,077)

$(52,280,052)

$ 7,801,719

Shares issued for private placement

7(a)

566,040

1,013,212

-

-

-

-

1,013,212

Warrants issued for private placement

-

-

1,124,863

-

-

-

1,124,863

Share issuance costs

7(a)

-

(309,315)

(303,825)

-

-

-

(613,140)

Pre-funded warrants exercised

7(b)

31,265

146,347

(147,258)

-

-

-

(911)

Other comprehensive loss

-

-

-

-

22,845

-

22,845

Net loss

-

-

-

-

-

(2,083,004)

(2,083,004)

Balance, December 31, 2025

1,993,626

$ 47,854,235

$ 8,438,192

$ 5,398,445

$ (62,232)

$(54,363,056)

$ 7,265,584

See accompanying notes to the unaudited condensed consolidated interim financial statements.

‌Three Mont

hs Ended

Notes

December 31,

2025

December 31,

2024

OPERATING ACTIVITIES

Net loss

$ (2,083,004)

$ (3,457,015)

Items not affecting cash:

Depreciation and amortization

5

177,269

314,491

Share-based compensation

7(c)

-

51,055

Change in fair value of warrant liabilities (including related foreign exchange gain)

6

(94,726)

(1,137,094)

Net finance costs

11

37,294

62,059

Impairment of ROU asset

-

88,596

Gain on debt settlement

-

(500)

Unrealized foreign exchange loss

(4,797)

-

Changes in non-cash working capital items

13

(1,200,727)

(957,235)

Share offering costs

-

1,807,686

Interest received (paid)

44,370

(16,260)

Cash used in operating activities

(3,124,321)

(3,244,217)

INVESTING ACTIVITIES

Additions of property and equipment

(17,983)

(25,220)

Investments in intangible assets

5

-

(26,675)

Cash flows used in investing activities

(17,983)

(51,895)

FINANCING ACTIVITIES

Proceeds from the issuance of common shares and warrants

6,7(a)

2,060,386

8,292,668

Payments of share offering costs

7(a)

(535,451)

(2,372,251)

Payments of lease obligations

(41,100)

(34,483)

Proceeds from exercise of warrants

7(b)

(911)

7,606

Cash flows provided by financing activities

1,482,924

5,893,540

Net change in cash during the period

(1,659,380)

2,597,428

Cash and cash equivalents, beginning of period

6,686,429

256,828

Effect of exchange rates on cash

10,375

-

Cash and cash equivalents, end of period

$ 5,037,424

$ 2,854,256

Cash and cash equivalents consist of the following:

Cash held in banks

$ 5,037,424

$ 2,824,256

Short-term guaranteed investment certificates

-

30,000

Cash and cash equivalents, end of period

$ 5,037,424

$ 2,854,256

See accompanying notes to the unaudited condensed consolidated interim financial statements.

  1. ‌Corporate information‌

    DEFSEC Technologies Inc. (the "Company", "DEFSEC") was incorporated on November 28, 2017, under the laws of the Province of British Columbia. The registered office is located at 550 Burrard Street, Suite 2900, Vancouver, British Columbia, Canada, and the corporate office is located at Suite 300, 80 Hines Rd., Ottawa, Ontario, Canada.

    The Company develops and commercializes next-generation technology solutions that deliver a tactical advantage for military, public safety agencies and personal defense markets. The Company's core mission is to protect and save lives.

    DEFSEC's common stock is listed on the TSX-Venture Exchange ("TSX-V'') under the stock symbol of DFSC, on the Nasdaq Capital Market ("Nasdaq") under the stock symbol of DFSC and on the Frankfurt Stock Exchange under the stock symbol of 62U2. Additionally, warrants issued in the United States are also listed on the Nasdaq under the stock symbol of DFSCW. Effective May 1, 2023, the warrants issued in Canada are listed on the TSX-V under the stock symbol of DFSC.WT.U.

    1. ‌2025 Reverse Stock Split (applied retrospectively)‌

      On April 23, 2025, on Nasdaq and on April 24, 2025, on the TSX-V, DEFSEC effected 21-for-1 reverse stock split of its common stock (the "2025 Reverse Split"). Accordingly, all shareholders of record at the opening of business on April 23, 2025, received one issued and outstanding common share of DEFSEC in exchange for twenty-one outstanding common shares of DEFSEC. No fractional shares were issued in connection with the 2025 Reverse Split. All fractional shares created by the 2025 Reverse Split were rounded to the nearest whole number of common shares, with any fractional interest representing 0.5 or more common shares entitling holders thereof to receive one whole common share.

      Effective on the date of the 2025 Reverse Split, the exercise price and number of common shares issuable upon the exercise of outstanding stock options and warrants were proportionately adjusted to reflect the 2025 Reverse Split. All information respecting outstanding common shares, including net loss per share, in the current and comparative periods presented herein give effect to the 2025 Reverse Split.

    2. ‌2024 Reverse Stock Split (applied retrospectively)‌

      In October 2024, DEFSEC effected a ten for one (10-for-1) reverse stock split of its common stock on October 23, 2024 (the "2024 Reverse Split"). Accordingly, all shareholders of record at the opening of business on October 23, 2024, received one issued and outstanding common shares of DEFSEC in exchange for ten outstanding common shares of DEFSEC. No fractional shares were issued in connection with the 2024 Reverse Split. All fractional shares created by the 2024 Reverse Split were rounded to the nearest whole number of common shares, with any fractional interest representing 0.5 or more common shares entitling holders thereof to receive one whole common share.

      Effective on the date of the 2024 Reverse Split, the exercise price and number of common shares issuable upon the exercise of outstanding stock options and warrants were proportionately adjusted to reflect the 2024 Reverse Split. All information respecting outstanding common shares, including net loss per share, in the current and comparative periods presented herein give effect to the 2024 Reverse Split.

  2. ‌Basis of preparation‌
    1. ‌Going concern‌

      These unaudited condensed consolidated interim financial statements have been prepared assuming we will continue as a going concern. The going concern basis of presentation assumes we will continue in operation for the foreseeable future and can realize our assets and discharge our liabilities and commitments in the normal course of business.

      As an early-stage company, it has not yet reached significant revenue levels for most of its products and has incurred significant losses and negative operating cash flows from inception that have primarily been funded from financing activities. The Company has incurred a $2.1 million net loss and negative operating cash flows of $3.1 million for the three months ended December 31, 2025 (2024 - $3.5 million net loss and negative operating cash flows of $3.2 million). At December 31, 2025, the Company had $5.8 million in working capital (September 30, 2025 - $6.0 million) and $54.4 million in accumulated deficit (September 30, 2025 - $52.3 million).

      The Company's ability to continue as a going concern and realize its assets and discharge its liabilities in the normal course of business is dependent upon closing timely additional sales orders, timely commercial launch of new products, and the ability to raise additional debt or equity financing, when required. There are various risks and uncertainties affecting our future financial position and our performance including, but not limited to:

      • The market acceptance and rate of sales of the Company's product offerings;

      • The Company's ability to grow its digitization services business;

      • Ability to successfully execute the Company's business plan;

      • Ability to raise additional capital at acceptable terms;

      • General local and global economic conditions, including the ongoing conflict in Gaza and the global disruption from Russia's invasion of Ukraine; and

      • Risks related to United States tariffs, including potential supply chain disruptions, required operational adjustments, increased costs and potential logistical disruptions.

        The Company's strategy to mitigate these material risks and uncertainties is to execute a business plan, in a timely manner, aimed at continued focus on revenue growth, product development and innovation, improving overall gross profit, managing operating expenses and working capital requirements, and securing additional capital, as needed.

        Failure to implement its business plan could have a material adverse effect on the Company's financial condition and/or financial performance. There is no assurance that the Company will be able to raise additional capital as required in the future. Accordingly, there are material risks and uncertainties that may cast substantial doubt about the Company's ability to continue as a going concern.

        These unaudited condensed consolidated interim financial statements do not include any adjustments to the carrying amounts and classification of assets, liabilities and reported expenses that may otherwise be required if the going concern basis was not appropriate.

    2. ‌Statement of compliance

      These unaudited condensed consolidated interim financial statements have been prepared in accordance with IAS 34, Interim Financial Reporting, ("IAS 34") as issued by the International Accounting Standards Board ("IASB") and the interpretations of the IFRS Interpretations Committee. They do not include all the information required for a complete set of financial statements prepared in accordance with IFRS®Accounting Standards ("IFRS") and should be read in conjunction with our Annual Audited Consolidated Financial Statements for the year ended September 30, 2025 (the "Annual Financial Statements"). However, selected explanatory notes are

      included to explain events and transactions that are material to an understanding of the changes in our financial position and performance since the last Annual Financial Statements.

      These unaudited condensed consolidated interim financial statements were authorized for issue by the Board of Directors on February 12, 2026.

    3. ‌Basis of consolidation

      These unaudited condensed consolidated interim financial statements incorporate the financial statements of DEFSEC and the entities it controls.

      Control is achieved where we have the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities, are exposed to, or have rights to, variable returns from our involvement with the entity and have the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to us until the date on which control ceases. Profit or loss of subsidiaries acquired during the period are recognized from the date of acquisition or effective date of disposal as applicable. All intercompany transactions and balances have been eliminated.

      At December 31, 2025, the Company has the following wholly-owned subsidiaries:

      Entity

      Location

      Functional Currency

      Equity%

      KWESST Inc.

      Ottawa, Canada

      CAD

      100%

      2720178 Ontario Inc.

      Ottawa, Canada

      CAD

      100%

      Police Ordnance Company Inc.

      Ottawa, Canada

      CAD

      100%

      KWESST U.S. Holdings Inc.

      Delaware, United States

      USD

      100%

      KWESST Defense Systems U.S. Inc

      North Carolina, United States

      USD

      100%

      KWESST Public Safety Systems U.S. Inc.

      North Carolina, United States

      USD

      100%

      KWESST Public Safety Systems Canada Inc.

      Ottawa, Canada

      CAD

      100%

    4. ‌Functional and presentation currency

      The unaudited condensed consolidated interim financial statements are presented in Canadian dollars ("CAD"), which is the functional and presentation currency.

      While each of the Company's subsidiaries has its own functional currency, the functional currency of the parent company, DEFSEC, is CAD as this is the currency of the primary economic environment in which the Company operates. Most of the revenues, cost of revenues and operating expenses from significant subsidiaries are denominated in CAD. The Company's Canadian wholly owned subsidiaries are measured using CAD as the functional currency and its U.S. owned subsidiaries are measured using the United States dollar ("USD") as their functional currency.

    5. ‌Basis of measurement

      The unaudited condensed consolidated interim financial statements have been prepared on a historical cost basis except for certain financial instruments measured at fair value. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

    6. ‌Use of estimates and judgments

      The preparation of the unaudited condensed consolidated interim financial statements in accordance with IFRS requires management to make judgments, estimates, and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income, expenses, and disclosure of contingent liabilities. Actual results may differ from these estimates.

      Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognized prospectively.

      Judgments

      Information about judgments made in applying accounting policies that have the most material effects on the amounts recognized in these unaudited condensed consolidated interim financial statements are the same as disclosed in Note 2(f) of the Annual Financial Statements.

      Estimates

      Information about assumptions and estimation uncertainties at December 31, 2025 that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities in the next financial year are the same as disclosed in Note 2(f) of the Annual Financial Statements.

  3. ‌Material accounting policies

    During the three months ended December 31, 2025, the accounting policies in these unaudited condensed consolidated interim financial statements are the same as those applied in the Annual Financial Statements.

  4. ‌Inventories‌

    The following table presents a breakdown of inventories:

    December 31,

    2025

    September 30,

    2025

    Finished goods

    $ 57,030

    $ 34,463

    Work-in-progress

    56,640

    29,414

    Raw materials

    473,503

    455,732

    Total

    $ 587,173

    $ 519,609

    There was no impairment of inventories during the three months ended December 31, 2025 (2024 - $nil).

    At December 31, 2025, a total of $0.1 million (2024 - $0.4 million) of inventory was included in profit or loss as an expense as part of cost of sales.

  5. ‌Intangible assets‌

    The following table shows a breakdown of our intangible assets:

    PARA SHOT™

    System

    PARA SHOT™

    Patent

    ARWEN™

    Tradename

    Customer Relationships

    ARWEN™

    40mm Patent

    Total

    Balance at September 30, 2025

    $ 2,286,277

    $ 40,295

    $ 10,632

    $ 31,041

    $ 21,785

    $ 2,390,030

    Amortization

    (73,355)

    (18,044)

    (2,200)

    (1,250)

    (1,334)

    (96,183)

    Balance at December 31, 2025

    $ 2,212,922

    $ 22,251

    $ 8,432

    $ 29,791

    $ 20,451

    $ 2,293,847

    At December 31, 2025, management concluded there was no indication of impairment on the intangible assets.

    DEFSEC TECHNOLOGIES INC.

    Notes to the Unaudited Condensed Consolidated Interim Financial Statements Three months ended December 31, 2025 and 2024

    (Expressed in Canadian dollars)

  6. ‌Warrant liabilities‌

    The following table shows a breakdown and balance of warrant liabilities at December 31, 2025:

    U.S IPO and Canadian Offerings

    Private Placement

    Debt Settlement

    Direct Offering

    Public Offering

    2022

    Warrants

    Over-allotment

    Warrants

    2023

    Warrants

    Pre-Funded

    Warrants

    Warrants

    Warrants

    Pre-Funded Warrants

    Total

    Balance, at September 30, 2024

    $ 65,765

    $ 7,644

    $ 60,373

    $ 31,338

    $ 1,145

    $ 681,030

    $ -

    $ 847,295

    Initial recognition

    -

    -

    -

    -

    -

    -

    4,770,722

    4,770,722

    Exercised

    -

    -

    -

    -

    -

    -

    (779,578)

    (779,578)

    Gain on revaluation of financial instruments

    112,054

    (7,644)

    (64,314)

    (29,959)

    1,990

    (699,473)

    (714,912)

    (1,402,258)

    Exchange loss on

    revaluation

    2,289

    -

    3,941

    90

    -

    44,696

    25,693

    76,709

    Extinguish warrant liability/transfer to equity

    -

    -

    -

    -

    -

    -

    (3,301,925)

    (3,301,925)

    Balance, at September 30, 2025

    $ 180,108

    $ -

    $ -

    $ 1,469

    $ 3,135

    $ 26,253

    $ -

    $ 210,965

    Gain on revaluation of financial instruments

    (69,427)

    -

    -

    (1,446)

    (1,208)

    (19,387)

    -

    (91,468)

    Exchange gain on

    revaluation

    (2,782)

    -

    -

    (23)

    (48)

    (405)

    -

    (3,258)

    Balance, at December 31, 2025

    $ 107,899

    $ -

    $ -

    $ -

    $ 1,879

    $ 6,461

    $ -

    $ 116,239

    Number of outstanding securities at September 30, 2025(1)

    3,226,392

    -

    1,542,194

    151,734

    56,141

    4,715,000

    -

    9,691,461

    Number of outstanding securities at December 31, 2025(1)

    3,226,392

    -

    1,542,194

    151,734

    56,141

    4,715,000

    -

    9,691,461

    (1)Number of outstanding securities have not been adjusted for the share consolidations discussed in Note 1 (a) and (b)

  7. ‌Share Capital and Contributed Surplus‌

    As disclosed in Notes 1(a) and (b), the 2025 and 2024 Reverse Splits have been applied retrospectively herein.

    1. ‌Share capital‌

      Authorized

      DEFSEC is authorized to issue an unlimited number of common shares.

      Issued Common Shares

      The following is a summary of changes in outstanding common shares since September 30, 2025:

      Number

      Amount

      Balance, beginning of period

      1,396,321

      $ 47,003,991

      Issued in private placement

      566,040

      1,013,212

      Issued for exercise of warrants

      31,265

      146,347

      Less: share offering costs for the period

      -

      (309,315)

      Balance, as at December 31, 2025

      1,993,626

      $ 47,854,235

      Private Placement (December 2025)

      On December 18, 2025, the Company issued 566,040 common shares at an offering price of $3.64 (US$2.65), which included a concurrent issuance of warrants to purchase up to an aggregate of 566,040 common shares. The warrants have a five-year life with an exercise price of $4.27 per common share. Gross proceeds from this transaction was $2.1 million.

      The fair value of the December 2025 common share purchase warrants was calculated using the Black Scholes model, with the following assumptions:

      Initial Recognition

      Number of warrants

      566,040

      Stock price

      $ 2.59

      Exercise price

      $ 4.27

      Volatility

      105%

      Dividend yield

      Nil

      Risk free interest rate

      2.9%

      Expected life (in years)

      5

      Fair value per warrant

      $ 1.85

      Total Value of Warrants

      $ 1,047,174

      Brokers' Compensation and Share Issuance Costs

      In connection with the December 2025 Offering, the broker was paid a cash fee equal to 7.5% on the equity financing raised, which totaled $154,529. In addition, broker management fees and other expenses totaled

      $75,547.

      As compensation for services rendered, the broker or its designees were granted 42,453 warrants ("December 2025 Broker Warrants"). The December 2025 Broker Warrants are immediately exercisable and entitle the holder to acquire common shares on a one-for-one basis. The December 2025 Broker Warrants have a five-year life with an exercise price of $4.55 per common share.

      The fair value of the December 2025 Broker Warrants at the closing of the December 2025 offering was $77,689 calculated using the Black Scholes model.

      The fair value of the December 2025 Broker warrants was calculated using the Black Scholes model, with the following assumptions:

      Initial Recognition

      Number of warrants

      42,453

      Stock price

      $ 2.59

      Exercise price

      $ 4.55

      Volatility

      105%

      Dividend yield

      Nil

      Risk free rate

      2.90%

      Expected life (in years)

      5

      Fair value per warrant

      $ 1.83

      Total Value of Warrants

      $ 77,689

    2. ‌Warrants‌

      The following is a summary of changes in outstanding warrants since September 30, 2025:

      Number of warrants

      Weighted average exercise price

      Balance, beginning of period

      20,207,007

      $ 2.45

      Issued (Note 7(a))

      608,493

      4.29

      Exercised

      (31,265)

      0.001

      Expired

      -

      -

      Balance, end of period

      20,784,235

      $ 2.49

      Exercisable, end of period

      20,784,235

      $ 2.49

      The following table provides additional information on the total outstanding warrants at December 31, 2025:

      Exercise Price

      Number outstanding

      Conversion ratio to Common

      Shares

      Underlying Securities

      Book value

      Expiry Date

      Classified as Equity:

      LEC's Warrants

      CAD$0.70

      500,000

      14,700 for 1

      34

      $ 425,000

      April 29, 2026

      December 2022 U.S. Underwriter Warrants

      US$5.1625

      134,950

      210 for 1

      642

      189,592

      December 9, 2027

      July 2023 U.S. Underwriter Warrants

      US$2.66

      123,637

      210 for 1

      588

      204,187

      July 21, 2028

      April 2024 U.S. Underwriter Warrants

      US$0.8125

      76,925

      210 for 1

      366

      43,869

      April 9, 2029

      June 2024 U.S. Underwriter Warrants

      US$0.725

      145,000

      210 for 1

      690

      61,213

      June 14, 2029

      August 2024 U.S. Underwriter Warrants

      US$0.25

      353,625

      210 for 1

      1,683

      28,826

      August 9, 2029

      November 2024 U.S. Underwriter Warrants

      US$1.125

      194,450

      21 for 1

      9,259

      187,468

      November 1, 2029

      November 2024 Private Placement Warrants

      US$1.03

      3,795,200

      21 for 1

      180,723

      2,903,328

      November 11, 2029

      November 2024 PP Underwriter Warrants

      US$1.03

      207,260

      21 for 1

      9,869

      158,554

      November 11, 2029

      February 21, 2025 PP Warrants

      CAD$1.16

      3,787,879

      21 for 1

      180,375

      2,196,970

      February 21, 2030

      February 21, 2025 PP Underwriter Warrants

      CAD$1.16

      189,394

      21 for 1

      9,018

      109,991

      February 21, 2030

      February 25, 2025 PP Warrants

      CAD$1.16

      151,515

      21 for 1

      7,215

      83,939

      February 25, 2030

      February 25, 2025 PP Underwriter Warrants

      CAD$1.16

      7,576

      21 for 1

      360

      4,197

      February 25, 2030

      July 2025 Public Offering Warrants

      CAD$10.52

      759,879

      1 for 1

      759,879

      3,011,466

      July 25, 2030

      July 2025 Broker Warrants

      CAD$10.52

      56,991

      1 for 1

      56,991

      451,255

      July 25, 2030

      December 2025 Private Placement Warrants

      CAD$4.27

      566,040

      1 for 1

      566,040

      1,047,174

      December 18, 2030

      December 2025 Broker Warrants

      CAD$4.55

      42,453

      1 for 1

      42,453

      77,689

      December 18, 2030

      November 2024 Issuance Costs

      (868,653)

      February 2025 Issuance Costs

      (803,109)

      July 2025 Issuance Costs

      (770,939)

      December 2025 Issuance Costs

      (303,825)

      11,092,774

      1,826,185

      $ 8,438,192

      Classified as liability:

      December 2022 Public Offerings

      US$5.00

      3,226,392

      210 for 1

      15,363

      107,899

      December 9, 2027

      December 2022 Debt Settlement

      US$5.00

      56,141

      210 for 1

      267

      1,879

      December 9, 2027

      July 2023 Public Offerings

      US$2.66

      1,542,194

      210 for 1

      7,343

      -

      July 21, 2028

      July 2023 Pre-Funded Warrants

      US$0.001

      151,734

      210 for 1

      722

      -

      No expiry

      August 2024 Public Offering

      US$0.25

      4,715,000

      210 for 1

      22,452

      6,461

      August 9, 2029

      9,691,461

      46,147

      116,239

      Total outstanding warrants

      20,784,235

      1,872,332

      $ 8,554,431

    3. ‌Contributed surplus‌

      Contributed surplus consists of options issued to employees, directors and broker compensation options at fair value, the cumulative amortized fair value of share-based compensation grants since inception, less amounts transferred to share capital for exercises. If outstanding options expire or are forfeited, there is no reversal of contributed surplus.

      Share-based compensation

      The Company did not grant any stock options, RSUs, PSUs, and SARs, pursuant to our LTIP during the three months ended December 31, 2025. As at December 31, 2025, there are 141,854 stock option units available for future grants.

      Number of options

      Weighted average exercise

      price

      Outstanding, at September 30, 2025

      995

      $ 555.42

      Forfeited

      (91)

      627.58

      Outstanding, at December 31, 2025

      904

      $ 548.18

      Options Exercisable, at December 31, 2025

      904

      $ 548.18

      For the three months ended December 31, 2025, the Company recorded share-based compensation of $nil (2024 - $51,055).

  8. ‌Loss per share‌

    As disclosed in Note 1(a) and (b), the 2025 and 2024 Reverse Splits has been applied retrospectively.

    The following table summarizes the calculation of the weighted average number of basic and diluted common shares to calculate the loss per share as reported in the unaudited condensed consolidated interim statements of net loss and comprehensive loss:

    Three mont

    hs ended

    December 31,

    2025

    December 31,

    2024

    Issued common shares, beginning of period

    1,396,321

    75,200

    Effect of shares issued from:

    Debt settlements

    -

    3,081

    Private Placements

    79,984

    -

    Public Offerings

    -

    2,484

    Exercise of warrants

    20,730

    63,629

    Weighted average number of basic common shares

    1,497,035

    144,394

    Dilutive securities

    Stock options

    -

    -

    Warrants

    -

    -

    Weighted average number of dilutive common shares

    1,497,035

    144,394

    At December 31, 2025 and 2024, all dilutive securities, being warrants, pre-funded warrants and stock options, were anti-dilutive because we incurred a net loss for the above periods.

  9. ‌Revenue‌
    1. Revenue streams

      DEFSEC generates revenue from the sale of products and services to its customers.

    2. Disaggregation of revenue from contracts with customers

    In the following table, revenue from contracts with customers is disaggregated by primary geographical market, major products and service lines, and timing of revenue recognition.

    Three mont

    hs ended

    December 31,

    2025

    December 31,

    2024

    Major products/service lines

    Digitization

    $ 1,247,476

    $ 718,983

    Less-Lethal

    41,760

    167,748

    Training and services

    18,500

    -

    Other

    -

    927

    $ 1,307,736

    $ 887,658

    Primary geographic market

    Canada

    $ 1,307,736

    $ 849,288

    United States

    -

    38,370

    $ 1,307,736

    $ 887,658

    Timing of revenue recognition

    Products and services transferred over time

    1,265,976

    718,983

    Products transferred at a point in time

    41,760

    168,675

    $ 1,307,736

    $ 887,658

    Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized ("contracted not yet recognized") and includes unearned revenue and amounts that will be invoiced and recognized as revenue in future periods. At December 31, 2025, the Company's contracted not yet recognized revenue was $29,425 (September 30, 2025 - $7,671), of which 100% of this amount is expected to be recognized over the next 12 months.

    For the three months ended December 31, 2025, two customers accounted for 73% and 22% (2024 - three customers accounted for 59%, 11%, and 11%) of revenue.

  10. ‌Related party transactions

    At December 31, 2025, there was $17,194 (September 30, 2025 - $791,946) outstanding in accounts payable and accrued liabilities due to officers and directors for accrued wages and vacation, consulting fees, directors' fees and expense reimbursements.

  11. ‌Net finance costs‌

    The following table presents a breakdown of net finance costs for the following periods:

    Three mont

    hs ended

    December 31,

    2025

    December 31,

    2024

    Interest expense from:

    Accretion cost - accrued royalties liability

    $ 44,442

    $ 45,517

    Lease obligations

    37,222

    14,041

    Other

    193

    4,305

    Total interest expense

    81,857

    63,863

    Interest income

    (44,563)

    (2,304)

    Gain on debt settlement

    -

    500

    Net finance costs

    $ 37,294

    $ 62,059

  12. ‌Financial instruments

    For the three months ended December 31, 2025, there were no material changes to our financial risks as disclosed in Note 22 of the Annual Financial Statements, except for the following:

    Foreign currency risk

    A portion of the Company's revenue and operating costs are realized in currencies other than its functional currency, primarily USD. The Company has entered into financing transactions in the past that were denominated in USD or allowed for the settlement in USD. As a result, the Company is exposed to currency risk on these transactions. Further, additional earnings volatility arises from the translation of monetary assets and liabilities denominated in foreign currencies at the rate of exchange on each date of the Condensed Consolidated Interim Statements of Financial Position; the impact of which is reported as a foreign exchange gain or loss on the Condensed Consolidated Interim Statements of Net Loss and Comprehensive Loss. The Company's objective in managing currency risk is to minimize the exposure to currencies other than our functional currency. The Company does so by matching foreign denominated assets with foreign denominated liabilities where possible. Currently, we do not use derivative instruments to hedge the U.S. dollar exposure.

    At December 31, 2025, we had the following net U.S. dollar exposure:

    December 31,

    2025

    September 30,

    2025

    US denominated

    Assets

    $ 3,620,273

    $ 4,627,168

    Liabilities

    (232,992)

    (218,577)

    Net US$ exposure

    $ 3,387,281

    $ 4,408,591

    Impact to loss if 5% movement in US$

    $ 169,364

    $ 220,430

    During the three months ended December 31, 2025, we recorded a foreign exchange loss of $73,252 (2024 -gain of $113,283).

    Liquidity risk

    At December 31, 2025, our contractual obligations were as follows:

    Payment due:

    Total

    Within 1 year

    1 to 3 years

    3 to 5 years

    5 years and beyond

    Minimum royalty commitments

    $ 2,000,000

    $ 200,000

    $ 500,000

    $ 600,000

    $ 700,000

    Accounts payable and accrued liabilities

    1,314,952

    1,314,952

    -

    -

    -

    Lease obligations

    2,209,119

    184,839

    407,420

    407,420

    1,209,440

    Total contractual obligations

    $ 5,524,071

    $ 1,699,791

    $ 907,420

    $ 1,007,420

    $ 1,909,440

    At December 31, 2025, we had $5.0 million in cash and $5.8 million in working capital (current assets less current liabilities).

    Credit risk

    Credit risk is the risk of financial loss to DEFSEC if a counterparty to a financial instrument fails to meet its contractual obligations. The Company's credit risk exposure is limited to cash, and trade and other receivables. The Company enter into contracts with either large, financially sound global general contractors or law enforcement agencies, which mitigates the credit risk.

  13. ‌Supplemental cash flow information‌

    The following table presents changes in non-cash working capital:

    Three mont

    hs ended

    December 31,

    2025

    December 31,

    2024

    Trade and other receivables

    $ 356,915

    $ (472,059)

    Inventories

    (67,564)

    3,385

    Prepaid expenses and other

    (494,746)

    38,950

    Deferred costs

    (39,316)

    (45,525)

    Accounts payable and accrued liabilities

    (977,770)

    (454,401)

    Contract liabilities

    21,754

    (27,585)

    $ (1,200,727)

    $ (957,235)

    The following is a summary of non-cash items that were excluded from the Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2025:

    • 42,453 December 2025 Broker warrants (see Note 7(a))

      The following is a summary of non-cash items that were excluded from the Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2024:

    • 119,047 shares issued for debt settlement of business expenses incurred while representing the Company in an aggregate amount of $100,000 owed to a company controlled by Mr. David Luxton, Chairman of the Company;

    • $187,468 non-cash share offering costs as part of the net proceeds settlement at the closing of the November 1, 2024 U.S. Public Offering;

    • $221,088 non-cash share offering costs as part of the net proceeds settlement at the closing of the November 12, 2024 Private Placement; and

    • 20,000 warrants in connection with the acquisition of Police Ordnance Company expired December 15, 2024.

  14. ‌Commitments and contingencies‌

    The Company, under its LC4ISR Sub-Tier Subcontract, shall meet certain Industrial and Technological Benefits ("ITBs") targets as a condition for fulfilling the obligations in the contract. Such requirements are part of Canada's effort to promote economic development and increased competitiveness of the defence sector and develop, grow and sustain a diverse, talented, and innovative Canadian workforce. Under the obligations, DEFSEC will spend 100% of the contract-value as Supplier Development in Canada, specifically involving Small and Medium Business (employing fewer than 250 full-time personnel), and spend 20% of the contract value as transactions involving Skills Development and Training in the areas of Defence Systems Integration, Artificial Intelligence, Cyber Resilience, or In-Service Support. As all work under the contract is being executed in Canada by DEFSEC, 100% of the Small and Medium Business requirement is expected to be met. Achievement of the Company's Skills Development and Training requirement is expected to be met by transactions related to Senior Integrated Logistics Support Specialist ("ILS") related roles filled under its taskings, as these have been deemed by Canada to be eligible, and DEFSEC currently has four (4) such roles of its total 20 under current taskings. While these roles are expected to fulfill the Company's obligations over the

    achievement period, any penalty by way of liquidated damages, is limited in its financial impact to a maximum of 20% of the shortfall (up to 4% of total contract value). Further mitigating any potential shortfall is the ability to achieve a five (5) times multiplier for any contribution to Skills Development and Training for Indigenous Peoples or majority Indigenous-controlled educational or training facilities. Based on the billings to date, the Company may have an ITB obligation of $316,000 with a maximum penalty of $63,000. Management believes it will meet the required targets within the specified timeframes. Accordingly, no liability has been recorded in these consolidated financial statements related to this commitment.

  15. ‌Change in presentation and comparative figures

Certain comparative figures on the unaudited condensed consolidated interim statements of net loss and comprehensive loss have been reclassified to conform to the current period presentation. These reclassifications have no effect on net loss or shareholders' equity as previously reported. An adjustment has been made to reduce the general and administrative, selling and marketing and research and development to break out the share-based compensation and depreciation and amortization and impairment of right-of-use assets.

The following is a reconciliation of the change to the three-month period ended December 31, 2024, results:

Previously Disclosed

Adjustment

Revised Disclosure

General and administrative

$ 1,948,036

$ (436,592)

$ 1,511,444

Selling and marketing

684,713

(2,166)

682,547

Research and development, net

687,959

(15,384)

672,575

Share-based compensation

-

51,055

51,055

Depreciation and amortization

-

314,491

314,491

Total operating expenses

$ 3,320,708

$ (88,596)

$ 3,232,112

Impairment of right-of-use assets

$ -

$ 88,596

$ 88,596