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 contentsPage | |
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.
-
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.
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.
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.
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Basis of preparation
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.
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.
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%
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.
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.
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.
-
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.
-
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.
-
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)
-
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)
-
Share Capital and Contributed Surplus
As disclosed in Notes 1(a) and (b), the 2025 and 2024 Reverse Splits have been applied retrospectively herein.
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
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
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).
-
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.
-
Revenue
Revenue streams
DEFSEC generates revenue from the sale of products and services to its customers.
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.
-
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.
-
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
-
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.
-
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.
-
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.
- 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 |
