Q3 2026 Financial Statements – Download as a PDF

DIAGNOS Inc.

Interim Condensed Consolidated Financial Statements - Unaudited Three-month and Nine-month Periods ended December 31, 2025

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

Foreign

Total

Share capital Reserve Deficit

$

exchange differences

shareholders'

(deficiency) equity

Foreign

Total

Share capital Reserve Deficit

$

exchange differences

shareholders'

(deficiency) equity

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

The accompanying notes are an integral part of these interim condensed consolidated financial statements.

1. ‌Going concern assumption

   These interim condensed consolidated financial statements have been prepared on a going concern basis, which assumes that the Corporation will continue to operate for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business. However, there exist material uncertainties which cast significant doubt about the ability of the Corporation to continue as a going concern. To address these uncertainties, the Corporation is evaluating the implementation of some or all of the following measures:

   • Additional financing

   • Debt renegotiation

   • Mergers & Acquisitions opportunities

     The Corporation believes that if it were to be successful in implementing some or all of the above risk mitigating measures, it will be able to continue as a going concern. There remain significant risk and uncertainty associated with implementing any of these measures which are dependent on a number of factors of which some may be outside of the Corporation's control.

     As at December 31, 2025, the Corporation is current in its payroll taxes remittances and is not in default with regards to its debt.

2. Statutes of incorporation and nature of activities

   DIAGNOS Inc. ("the Corporation") is incorporated under the Canada Business Corporations Act and the subsidiaries under the applicable regulations in their respective countries. The main office is located at 7005 Taschereau Blvd, Suite 265, Brossard, Quebec, Canada. The shares of the Corporation are listed on the TSX Venture Exchange.

   The Corporation provides software-based services to assist health specialists in the detection of certain eye-related pathologies.

   These interim condensed consolidated financial statements have been approved and authorized for filing by the Board of Directors of the Corporation on February 25, 2026.

3. Basis of consolidation, statement of compliance with IFRS accounting standards and summary of accounting policies

Basis of consolidation

These interim condensed consolidated financial statements include the accounts of the Corporation and those of its subsidiaries. Subsidiaries consist of entities over which the Corporation has right, or is exposed, to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Subsidiaries' financial statements are included in the interim condensed consolidated financial statements from the date that control commences until the date that control ceases. Subsidiaries' year end and accounting policies are aligned with those adopted by the Corporation.

Percentage of interest in the Corporation's subsidiaries is as follows:

Inter-company transactions and balances and any unrealized revenue and expense are eliminated in preparing the interim condensed consolidated financial statements.

1. Basis of consolidation, statement of compliance with IFRS accounting standards and summary of accounting policies (continued)

   Summary of material accounting policies

   These interim condensed consolidated financial statements were prepared in accordance with standard IAS 34 - Interim Financial Reporting and do not include all of the information required for a full set of financial statements prepared in accordance with International Financial Reporting Standards ("IFRS Accounting Standards") accounting standards as issued by the International Accounting Standards Board. They, however, include specific complimentary notes in order to provide information necessary to assess the financial situation of the Corporation at period end since its last annual consolidated financial statements dated March 31, 2025.

   The accounting policies used to prepare these interim condensed consolidated financial statements are those described in the last annual consolidated financial statements of the Corporation and have been applied throughout the period unless otherwise stated.

2. Critical accounting judgments and key sources of estimation uncertainty

   In preparing these interim condensed consolidated financial statements, management has made judgments and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates. The significant judgments made by management in applying the Corporation's accounting policies and the key sources of estimation uncertainty were the same as those described in the last annual financial statements dated March 31, 2025.

3. Accounts receivable As at, December 31, 2025 March 31, 2025

   $

   Customers	8,628	10,412
   Tax credits on research and development expenses	45,000	73,843
   Demand loan bearing annual interest rate of 4%	7,000	20,000
   Advances, no interest bearing	17,692	17,983
   Sales taxes	57,185	46,892
   Others	1,787	1,314
   	137,292	170,444

   All amounts are due in the short term. The net carrying amounts are a reasonable approximation of their fair value.

4. Capital assets

   The following table discloses a reconciliation of changes in capital assets for the nine-month period ended December 31, 2025:

   Office furniture and equipments

   Computer and Medical equipments

   $

   Right-of-use Total assets

   Cost, beginning of period	59,918	1,196,465	524,719	1,781,102
   Additions	656	7,747	138,580	146,983
   Write offs	-	-	(303,672)	(303,672)
   Cost, end of period	60,574	1,204,212	359,627	1,624,413
   Accumulated depreciation, beginning of period	59,918	1,183,363	367,631	1,610,912
   Depreciation	656	9,490	91,460	101,606
   Write offs	-	-	(303,672)	(303,672)
   Accumulated depreciation, end of period	60,574	1,192,853	155,419	1,408,846
   Net carrying value at end of period	-	11,359	204,208	215,567

   During the quarter ended September 30, 2025, the Corporation signed a new lease for its head office for a term of 24 months ending August 31, 2027. As a result, an amount of $138,580 has been recognized as a right-of-use asset and was calculated based on the following assumptions:

   Maturity: 24 months

   Effective interest rate: 9.43%

   Monthly payments: $6,359

   During the quarter ended September 30, 2025, one head office lease expired. As a result, an amount of $303,672 has been written off from Right-of-use assets.

5. Accounts payable and accrued liabilities As at, December 31, 2025 March 31, 2025

   	$
   Suppliers and accrued liabilities	329,508	173,190
   Interests	41,929	62,144
   Salaries and benefits	148,632	95,987
   	520,069	331,321
   8. Convertible debentures
   	As at,
   	December 31, 2025	March 31, 2025
   $
   Unsecured convertible debentures	1,360,000	2,675,000
   Fair value discount	(23,863)	(121,847)
   Issue expenses	(1,914)	(8,136)
   	1,334,223	2,545,017

   The unsecured convertible debentures bear interest at 10% and mature at various dates between January 13, 2026 and September 5, 2026. They are convertible into common shares of the Corporation at the holder's option at prices varying between

   $0.22 and $0.38 per common share.

   During the quarter ended September 30, 2025, as part of a private placement of units comprised of unsecured convertible debentures and stock warrants, the Corporation issued 10 unsecured convertible debentures (each a "Q2-Debenture") and 100,000 stock warrants for gross proceeds of $100,000. The Q2-Debentures bear interest at an annual rate of 10% and will mature on September 5, 2026. At the sole option of the Q2-Debentures holder, the principal amount of the Q2-Debentures may be converted at any time into common shares of the Corporation at a price of $0.28 per common share. The stock warrants entitle the holder to purchase one common share of the Corporation per stock warrant at a price of $0.40 per common share for a period of 12 months ending on September 5, 2026.

   The fair value of the Q2-Debentures has been established at $95,970 using the discounted cash flows valuation method with the following assumptions:

   Maturity: 1 year	Nominal interest rate: 10%
   Interest payment frequency: 2 per year	Effective interest rate: 16.22%

   Of the difference of $4,030 between the nominal value of the Q2-Debentures, $100,000, and the fair value of $95,970, an amount of $2,217 has been allocated to the conversion options and an amount of $1,813 has been allocated to the stock warrants prorated based on their respective fair values using the Black-Scholes option pricing model with the following assumptions:

   Expected life: 1 year	Risk-free interest rate: 2.80%
   Volatility: 61%

6. Convertible debentures (continued)

   During the quarter ended June 30, 2025, the Corporation amended the terms of unsecured convertible debentures (each, an "Q1-Amended Debenture") for $300,000, which were due May 18, 2025. The Q1-Amended Debentures bear interest at an annual rate of 10% and will mature on May 18, 2026. At the sole option of the Q1-Amended Debenture holder, the principal amount of the Amended Debentures may be converted at any time during the extended term into common shares of the Corporation at a price of $0.37 per common share.

   The fair value of the Q1-Amended Debentures has been established at $276,183 using the discounted cash flows valuation method with the following assumptions:

   Maturity: 1 year	Nominal interest rate: 10%
   Interest payment frequency: 2 per year	Effective interest rate: 18.55%

   The difference of $23,817 between the nominal value of $300,000 and the fair value of $276,183 represents a gain on amendment to convertibles debentures and is presented as part of other income in the consolidated statements of loss and comprehensive loss.

   The following table presents a reconciliation of changes in convertible debentures:

   	$
   Balance, beginning of period	2,545,017
   Gross proceeds from private placement	100,000
   Repayments	(665,000)
   Fair value discount	(4,030)
   Accretion	125,831
   Gain on amendment to convertible debentures	(23,817)
   Issue expenses paid in cash	(1,844)
   Amendment expenses	(1,000)
   Amortization of issue expenses	9,066
   Conversion into common shares	(750,000)
   Balance, end of period	1,334,223

7. Share capital

   During the quarter ended December 31, 2025, the Corporation closed a brokered private placement of 13,337,262 units issued at $0.30 / unit, for gross proceeds of $4,001,179 ("Q3-Private placement"). As part of the Q3-Private placement, 13,337,262 common shares and 13,337,262 stock warrants were issued to the subscribers. Additionally, an aggregate number of 666,863 common shares and 1,180,111 stock warrants were issued to brokers as part of their remuneration. 14,004,125 stock warrants can be exercised to purchase one common share per stock warrant at a price of $0.40 per common share for a period of 18 months ending June 5, 2027. 513,248 stock warrants can be exercised to purchase one common share per stock warrant at a price of $0.40 per common share for a period of 18 months ending June 6, 2027. The fair value of the stock warrants issued to the subscribers has been established at $400,118 using the residual value method. The fair value of the stock warrants issued to the brokers has been established at $104,565 using the Black-Scholes option pricing model with the following weighted average assumptions:

   Expected life:	18 months
   Risk-free interest rate:	3.03%
   Volatility:	57.48%

   The following table presents a reconciliation of changes in share capital.

   	Number	$
   Balance, beginning of period	101,862,977	44,964,173
   Private placement - subscribers	13,337,262	4,001,179
   Fair value of stock warrants issued	-	(400,118)
   Private placement - agent	666,863	200,059
   Issue expenses paid in cash	-	(405,042)
   Issue expenses paid in common shares	-	(200,059)
   Conversion of debentures, net of expenses	3,409,084	750,000
   Balance, end of period	119,276,186	48,910,192

8. Reserve

   The following table presents a reconciliation of changes in reserve for the nine-month period ended December 31, 2025.

   Stock warrants Conversion

   options

   Stock options Total

   $

   Balance, beginning of period	4,332,028	1,627,837	4,169,782	10,129,647
   Stock-based compensation	-	-	285,452	285,452
   Private placements - units	504,683	-	-	504,683
   Private placement - debentures	1,813	2,217	-	4,030
   Issue expenses paid in cash	-	(77)	-	(77)
   Issue expenses paid in brokers' warrants	(104,565)	-	-	(104,565)
   Amendment expenses	(2,000)	-	-	(2,000)
   Balance, end of period	4,731,959	1,629,977	4,455,234	10,817,170

   During the quarter ended December 31, 2025, the Corporation extended the exercise period of an aggregate number of 4,627,931 stock warrants to August 5, 2026. Of the 4,627,931 stock warrants, 1,125,000 would have expired on November 9, 2025 and 3,502,931 would have expired on December 5, 2025. The exercise price of the warrants remains at $0.40. Except for statutory fees of $1,000, the Corporation did not recognize any amount to reflect such extension.

   During the quarter ended September 30, 2025, the Corporation extended the exercise period of an aggregate number of 2,064,286 stock warrants to August 5, 2026. Of the 2,064,286 stock warrants, 1,414,286 would have expired on August 27, 2025 and 650,000 would have expired on September 22, 2025. The exercise price of the warrants remains at $0.40. Except for statutory fees of $1,000, the Corporation did not recognize any amount to reflect such extension.

9. Expenses

3,658 6,452 74,788 22,194

During the year ended March 31, 2025, the Corporation proceeded with the reclassification of interest revenue from interest expense to other income and renamed interest revenue to interest on investments. As a result, comparative balances for the three-month and the nine-month periods ended December 31, 2024 were also reclassified to reflect the updated classification.

management personnel include directors and officers.

The following table presents the transactions with key management personnel:

The following table presents the outstanding balance with one key management personnel:

$

Demand loan receivable, annual interest rate of 4% 7,000 20,000

As at December 31, 2025, the Corporation continues to be exposed to the liquidity risk mainly since it is not generating positive cash flows from its operations. Therefore, there still exists a risk that the Corporation cannot meet its obligations as they come due. Until the Corporation can achieve and maintain profitable operations, the available liquidity to meet near term obligations remains dependent on the Corporation's ability in securing additional financing. Refer to going concern assumptions in note 1.

DIAGNOS Inc.

7005 Taschereau Blvd

Suite 265

Brossard, Quebec J4Z 1A7 450 678-8882 or 877 678-8882

FWB: 4D4A

Computershare Trust Company of Canada