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What changed in MindWalk Holdings Corp.'s 20-F — 2024 vs 2025

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Paragraph-level year-over-year comparison of MindWalk Holdings Corp.'s 2024 and 2025 20-F annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+230 added−261 removedSource: 20-F (2025-07-29) vs 20-F (2024-07-29)

Top changes in MindWalk Holdings Corp.'s 2025 20-F

230 paragraphs added · 261 removed · 168 edited across 6 sections

Item 2. Properties

Properties — owned and leased real estate

1 edited+0 added−0 removed0 unchanged
Biggest changeITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 8 ITEM 3. KEY INFORMATION 8 A. Reserved 8 B. Capitalization and Indebtedness 8 C. Reasons for the Offer and Use of Proceeds 8 D. Risk Factors 8 ITEM 4. INFORMATION ON THE COMPANY 18 A. History and Development of the Company 18 B. Business Overview 23 C. Organizational Structure 29 D.
Biggest changeITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE 8 ITEM 3. KEY INFORMATION 8 A. Reserved 8 B. Capitalization and Indebtedness 8 C. Reasons for the Offer and Use of Proceeds 8 D. Risk Factors 8 ITEM 4. INFORMATION ON THE COMPANY 19 A. History and Development of the Company 19 B. Business Overview 24 C. Organizational Structure 29 D.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

38 edited+18 added−11 removed156 unchanged
Biggest changeMarket disruptions have included extreme volatility in securities prices, as well as severely diminished liquidity and credit availability. The economic crisis may adversely affect us in a variety of ways. Access to lines of credit or the capital markets may be severely restricted, which may preclude us from raising funds required for operations and to fund continued development.
Biggest changeAccess to lines of credit or the capital markets may be severely restricted, which may preclude us from raising funds required for operations and to fund continued development. It may be more difficult for us to complete strategic transactions with third parties.
If we are unable to obtain additional financing from outside sources and eventually generate enough revenues, we may be forced to sell a portion or all of our assets, or curtail or discontinue our operations. If any of these events happen, investors may lose all or part of their investment.
If we are unable to obtain additional financing from outside sources and eventually generate enough revenues, we may be forced to sell a portion or all of our assets, curtail or discontinue our operations. If any of these events happen, investors may lose all or part of their investment.
Acquisitions and alliances involve numerous risks which may include: • difficulties in achieving business and financial success; • difficulties and expenses incurred in assimilating and integrating operations, services, products, technologies or pre-existing relationships with our clients, distributors and suppliers; • challenges with developing and operating new businesses, including those that are materially different from our existing businesses and that may require the development or acquisition of new internal capabilities and expertise; • potential losses resulting from undiscovered liabilities of acquired companies that are not covered by the indemnification we may obtain from the seller or the insurance acquired in connection with the transaction; • loss of key employees; 11 • the presence or absence of adequate internal controls and/or significant fraud in the financial systems of acquired companies; • diversion of management’s attention from other business concerns; • a more expansive regulatory environment; • acquisitions could be dilutive to earnings, or in the event of acquisitions made through the issuance of our Common Shares to the shareholders of the acquired company, dilutive to the percentage of ownership of our existing shareholders; • differences in foreign business practices, customs and importation regulations, language and other cultural barriers in connection with the acquisition of foreign companies; • new technologies and products may be developed that cause businesses or assets we acquire to become less valuable; and • disagreements or disputes with prior owners of an acquired business, technology, service or product that may result in litigation expenses and diversion of our management’s attention.
Acquisitions and alliances involve numerous risks which may include: • difficulties in achieving business and financial success; • difficulties and expenses incurred in assimilating and integrating operations, services, products, technologies or pre-existing relationships with our clients, distributors and suppliers; • challenges with developing and operating new businesses, including those that are materially different from our existing businesses and that may require the development or acquisition of new internal capabilities and expertise; • potential losses resulting from undiscovered liabilities of acquired companies that are not covered by the indemnification we may obtain from the seller or the insurance acquired in connection with the transaction; • loss of key employees; • the presence or absence of adequate internal controls and/or significant fraud in the financial systems of acquired companies; • diversion of management’s attention from other business concerns; • a more expansive regulatory environment; 11 • acquisitions could be dilutive to earnings, or in the event of acquisitions made through the issuance of our Common Shares to the shareholders of the acquired company, dilutive to the percentage of ownership of our existing shareholders; • differences in foreign business practices, customs and importation regulations, language and other cultural barriers in connection with the acquisition of foreign companies; • new technologies and products may be developed that cause businesses or assets we acquire to become less valuable; and • disagreements or disputes with prior owners of an acquired business, technology, service or product that may result in litigation expenses and diversion of our management’s attention.
Unauthorized 15 third parties could attempt to gain entry to such information systems to steal data or disrupt the systems. We have taken measures to protect them from intrusion. Our contracts with our clients typically contain provisions that require us to keep confidential the information generated from the research conducted.
Unauthorized third parties could attempt to gain entry to such information systems to steal data or disrupt the systems. We have taken measures to protect them from intrusion. 15 Our contracts with our clients typically contain provisions that require us to keep confidential the information generated from the research conducted.
Even if we are involved in litigation and win, litigation can redirect a significant amount of our resources, including the time and attention of management and available working capital. Litigation may also create a negative perception of our brand. Protecting and defending our intellectual property claims may have a material adverse effect on our business.
Even if we are involved in litigation and win, litigation can redirect a significant amount of our resources, including the time and attention of management and available working capital. Litigation may also create a negative perception of our brand. 9 Protecting and defending our intellectual property claims may have a material adverse effect on our business.
Any decrease in the quality of our products or level of service to clients or any occurrence of a price war among our competitors may adversely affect the business and results of operations. Client reach, service and on-time delivery will continue to be a hallmark of our ability to compete with other market players.
Any decrease in the quality of our products or level of service to clients or any occurrence of a price 10 war among our competitors may adversely affect the business and results of operations. Client reach, service and on-time delivery will continue to be a hallmark of our ability to compete with other market players.
Government funding of R&D is subject to the political process, which is inherently fluid and unpredictable. Our revenue may be adversely affected if our clients delay purchases as a result of uncertainties surrounding the approval 12 of government budget proposals, included reduced allocations to government agencies that fund R&D activities.
Government funding of R&D is subject to the political process, which is inherently fluid and unpredictable. Our revenue may be adversely affected if our clients delay purchases as a result of uncertainties surrounding the approval of government budget proposals, included reduced allocations to government agencies that fund R&D activities.
Such developments could decrease our ability to source, produce and distribute our products or obtain financing and could expose us to risk that one of our suppliers, clients or banks will be unable to meet their obligations under agreements with us. We are dependent on our limited number of suppliers.
Such developments could decrease our ability to source, produce and distribute our products or obtain financing and could expose us to a risk that one of our suppliers, clients or banks will be unable to meet their obligations under agreements with us. We are dependent on our limited number of suppliers.
Our expansion of products and services depends on increasing brand awareness with respect to our products and services. There is no assurance that we will be able to achieve sufficient brand awareness. In addition, we must successfully develop a larger market for our 13 services in order to increase the sales of our services.
Our expansion of products and services depends on increasing brand awareness with respect to our products and services. There is no assurance that we will be able to achieve sufficient brand awareness. In addition, we must successfully develop a larger market for our services in order to increase the sales of our services.
We may pursue acquisitions, collaborations or other opportunities that do not result in an increase in the market value of our securities, including the market value of the Common Shares, and that may increase our losses. We have never paid dividends to our common shareholders. No dividends on the Common Shares have been paid by us to date.
We may pursue 18 acquisitions, collaborations or other opportunities that do not result in an increase in the market value of our securities, including the market value of the Common Shares, and that may increase our losses. We have never paid dividends to our common shareholders. No dividends on the Common Shares have been paid by us to date.
Some competitors may have marketing, financial, development and personnel resources which exceed 10 our own. As a result of this competition, we may be unable to maintain our operations or develop them as currently proposed on terms we consider acceptable or at all.
Some competitors may have marketing, financial, development and personnel resources which exceed our own. As a result of this competition, we may be unable to maintain our operations or develop them as currently proposed on terms we consider acceptable or at all.
Although we require our employees and consultants to maintain the confidentiality of all confidential information of previous employers, we or these individuals may be subject to allegations of trade secret misappropriation or other similar claims as a 9 result of their prior affiliations.
Although we require our employees and consultants to maintain the confidentiality of all confidential information of previous employers, we or these individuals may be subject to allegations of trade secret misappropriation or other similar claims as a result of their prior affiliations.
In certain circumstances, the sum of the tax and the interest charge may exceed the total amount of proceeds realized on the disposition, or the amount of excess distribution received, by the U.S. Holder. Subject to certain limitations, these tax consequences may be mitigated if a U.S.
In certain circumstances, the sum of the tax and the interest charge may exceed the total amount of proceeds realized on 17 the disposition, or the amount of excess distribution received, by the U.S. Holder. Subject to certain limitations, these tax consequences may be mitigated if a U.S.
We cannot predict the size of future issuances of equity securities or the size and terms of future issuances of debt instruments or other securities convertible into 17 equity securities or the effect, if any, that future issuances and sales of securities will have on the market price of the Common Shares.
We cannot predict the size of future issuances of equity securities or the size and terms of future issuances of debt instruments or other securities convertible into equity securities or the effect, if any, that future issuances and sales of securities will have on the market price of the Common Shares.
Our employment of scientific staff does not guarantee success in research and product development. We are an AI-driven, scientifically robust life science company that discovers and develops customized and novel antibodies by generating proprietary and patented processes, procedures and innovative approaches to antibody discovery, development, and production.
Our employment of scientific staff does not guarantee success in research and product development. We are an AI-driven biotherapeutic research, technology and scientifically robust life science company that discovers and develops customized and novel antibodies by generating proprietary and patented processes, procedures and innovative approaches to antibody discovery, development, and production.
Holders should be aware that there can be no assurances that we will satisfy the record keeping requirements that apply to a QEF (as defined below under the heading “ Certain Material U.S. Federal Income Tax Considerations ”), or that we will supply U.S. Holders with information that such U.S.
Holders should be aware that there can be no assurances that we will satisfy the record keeping requirements that apply to a QEF (as defined below under the heading “ Certain Material United States Federal Income Tax Considerations ”), or that we will supply U.S. Holders with information that such U.S.
Our ability to improve the efficiency of the CRO services we provide by, among other things, developing an effective database designed to predict how chemical compounds interact with a targeted disease-related protein, depends in part on our generation and use of information that is not proprietary to our clients and that we derive from performing these services.
Our ability to improve the efficiency of the AI-powered biologic CRO services we provide by, among other things, developing an effective database designed to predict how chemical compounds interact with a targeted disease-related protein, depends in part on our generation and use of information that is not proprietary to our clients and that we derive from performing these services.
If we are a PFIC for any year during a U.S. Holder’s (as defined below under the heading “ Certain Material U.S. Federal Income Tax Considerations ”) holding period of Common Shares, then such U.S.
If we are a PFIC for any year during a U.S. Holder’s (as defined below under the heading “ Certain Material United States Federal Income Tax Considerations ”) holding period of Common Shares, then such U.S.
Holder makes a timely and effective QEF Election (as defined below under the heading “ Certain Material U.S. Federal Income Tax Considerations ”) with respect to the Common Shares or a Mark-to-Market Election (as defined below under the heading “ Certain Material U.S. Federal Income Tax Considerations ”) with respect to the Common Shares. U.S.
Holder makes a timely and effective QEF Election (as defined below under the heading “ Certain Material U.S. Federal Income Tax Considerations ”) with respect to the Common Shares or a Mark-to-Market Election (as defined below under the heading “ Certain Material United States Federal Income Tax Considerations ”) with respect to the Common Shares. U.S.
We believe that we were not a “passive foreign investment company” (“PFIC”) for our tax year ended April 30, 2024, and we have not yet made a determination regarding our potential classification as a PFIC for our tax year ended April 30, 2025.
We believe that we were not a “passive foreign investment company” (“PFIC”) for our tax year ended April 30, 2025, and we have not yet made a determination regarding our potential classification as a PFIC for our current tax year.
Holder generally will be required to treat any gain realized upon a disposition of the Common Shares or any so-called ‘‘excess distribution’’ received on its Common Shares as ordinary income, and to pay an interest charge on a portion of such gain or distribution.
Holder generally will be required to treat any gain realized upon a disposition of the Common Shares or any so-called excess distribution received on its Common Shares as ordinary income, and to pay an interest charge on a portion of such gain or distribution.
Operating costs are expected to increase in the near term as we continue to build our AI-driven software development, namely LENS ai , and expect that this continue until either subscription-based payments our future product sales, and/or partnership fees, licensing fees, milestone payments and/or royalty payments are sufficient to generate revenues to fund continuing operations.
Operating costs are expected to increase in the near term as we continue to build our AI-driven software development, namely LENS ai , and the Company expects that this will continue until either subscription-based payments of our future product sales, partnership fees, licensing fees, milestone payments or royalty payments are sufficient to generate revenues to fund continuing operations.
In accordance with the British Columbia Business Corporations Act (“ BCBCA ”), directors who have a material interest in any person who is a party to a material contract or a proposed material contract are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve the contract.
In accordance with the BCBCA, directors who have a material interest in any person who is a party to a material contract or a proposed material contract are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve the contract.
We may conduct business with clients, distributors, suppliers, other service providers and affiliates in currencies other than Canadian Dollars. Therefore, our business could be adversely affected by fluctuations in domestic or foreign currencies. We may require additional capital which may result in dilution to existing shareholders.
Currency fluctuations may have a material effect on us. We may conduct business with clients, distributors, suppliers, other service providers and affiliates in currencies other than Canadian Dollars. Therefore, our business could be adversely affected by fluctuations in domestic or foreign currencies. We may require additional capital which may result in dilution to existing shareholders.
If we are not able to compete effectively against current and future competitors, our business will not grow and our financial condition and operations will suffer. Global economic turmoil and regional economic conditions in the United States could adversely affect our business. Current global economic conditions could have a negative effect on our business and results of operations.
If we are not able to compete effectively against current and future competitors, our business will not grow and our financial condition and operations will suffer. Global economic turmoil and regional economic conditions in the United States could adversely affect our business.
Payment of liabilities for which we do not carry insurance may have a material adverse effect on our financial position and operations. We restrict use of scientific information which may limit our ability to improve the efficiency of the drug discovery services we provide.
The payment of any such liabilities would reduce the funds available for our usual business activities. Payment of liabilities for which we do not carry insurance may have a material adverse effect on our financial position and operations. We restrict use of scientific information which may limit our ability to improve the efficiency of the drug discovery services we provide.
Holder who makes a Mark-to-Market Election generally must include as ordinary income each year the excess of the fair market value of the Common Shares over the U.S. Holder’s tax basis therein. Each potential investor who is a U.S. Holder should review the discussion below under the heading “ Certain Material U.S.
Holder who makes a Mark-to-Market Election generally must include as ordinary income each year the excess of the fair market value of the Common Shares over the U.S. Holder’s tax basis therein. Each potential investor who is a U.S.
We expect to need to raise additional funds through issuances of securities or through loan financing. There is no assurance that additional capital or other types of financing will be available if needed or that these financings will be on terms at least as favorable to us as those previously obtained, or at all.
There is no assurance that additional capital or other types of financing will be available if needed or that these financings will be on terms at least as favorable to us as those previously obtained, or at all.
Government proposals to reduce or eliminate budgetary deficits have sometimes included reduced allocations to government agencies that fund R&D activities, or such funding may not be directed towards projects and studies that require the use of our products and services, both of which could adversely affect our business and financial results.
Government proposals to reduce or eliminate budgetary deficits have sometimes included reduced allocations to government agencies that fund R&D activities, or such funding may not be directed towards projects and studies that require the use of our products and services, both of which could adversely affect our business and financial results. 12 As a public company in the United States, we have increased costs and disruptions to the regular operations of our business.
Our reliance on suppliers exposes us to risks, including: (i) the possibility that one or more of our suppliers could terminate their services at any time without penalty; (ii) the potential inability of our suppliers to obtain required 14 materials; (iii) the potential delays and expenses of seeking alternative sources of supply; and (iv) reduced control over pricing, quality and timely delivery due to the difficulties in switching to alternative suppliers.
Our reliance on suppliers exposes us to risks, including: (i) the possibility that one or more of our suppliers could terminate their services at any time without penalty; (ii) the potential inability of our suppliers to obtain required materials; (iii) the potential delays and expenses of seeking alternative sources of supply; and (iv) reduced control over pricing, quality and timely delivery due to the difficulties in switching to alternative suppliers. 14 Consequently, if materials from our suppliers are delayed or interrupted for any reason, we may not be able to deliver our products and perform our services on a timely basis or in a cost-efficient manner.
As a public company in the United States, we have increased costs and disruptions to the regular operations of our business. As a public company in the United States, we incur additional legal, accounting, reporting and other expenses that we would not incur as a public company solely listed in Canada.
As a public company in the United States, we incur additional legal, accounting, reporting and other expenses that we would not incur as a public company solely listed in Canada.
We are unable to predict the extent of any future losses or when our business will become profitable, if ever. Even if we achieve profitability, we may not be able to sustain or increase profitability on an ongoing basis. 8 We have and will continue to enter into strategic alliances which may have an adverse impact on our business.
We are unable to predict the extent of any future losses or when our business will become profitable, if ever. Even if we achieve profitability, we may not be able to sustain or increase profitability on an ongoing basis. 8 We may experience difficulties managing our resources to fund operations for one year, impacting our growth and business.
If we are not able to successfully develop a market for our services, then such failure will have a material adverse effect on our business, financial condition and operating results. Our directors, officers or members of management may have conflicts of interest. Certain directors and officers are also involved as advisors for other companies.
If we are not able to successfully develop a market for our services, then such failure will have a material adverse effect on our business, financial condition and operating results.
Federal Income Tax Considerations — Passive Foreign Investment Company Rules ” in its entirety and should consult its own tax advisor regarding the tax consequences of the PFIC rules and the acquisition, ownership, and disposition of the Common Shares. Currency fluctuations may have a material effect on us.
Holder should review the discussion below under the heading “ Certain Material United States Federal Income Tax Considerations — Passive Foreign Investment Company Rules ” in its entirety and should consult its own tax advisor regarding the tax consequences of the PFIC rules and the acquisition, ownership, and disposition of the Common Shares.
We currently have, and may in the future enter into, strategic alliances with third parties that we believe will complement or augment our existing business. Our ability to enter into strategic alliances is dependent upon, and may be limited by, the availability of suitable candidates and capital.
We have and will continue to enter into strategic alliances which may have an adverse impact on our business. We currently have, and may in the future enter into, strategic alliances with third parties that we believe will complement or augment our existing business.
We may become subject to liability for risks against which we cannot insure or against which we may elect not to insure due to the high cost of insurance premiums or other factors. The payment of any such liabilities would reduce the funds available for our usual business activities.
Our insurance policies may be inadequate to fully protect us from material judgments and expenses. We may become subject to liability for risks against which we cannot insure or against which we may elect not to insure due to the high cost of insurance premiums or other factors.
It may be more difficult for us to complete strategic transactions with third parties. The financial and credit market turmoil could also negatively impact suppliers, clients and banks with whom we do business.
The financial and credit market turmoil could also negatively impact suppliers, clients and banks with whom we do business. Trade barriers or tariffs may be imposed on a temporary or permanent basis.
These increased costs may have a material adverse effect on our business, financial condition or results of operations. 16 We are an emerging growth company and rely on exemptions from certain disclosure requirements which may make our Common Shares less attractive to investors.
Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2), and this matter is now closed. We are an emerging growth company and rely on exemptions from certain disclosure requirements which may make our Common Shares less attractive to investors.
Removed
If we are not able to obtain or experience delays in obtaining required regulatory approvals, we will not be able to commercialize our potential products. Our businesses are subject to certain laws, regulations, and guidelines.
Added
Although the Company is a going concern, the Company does not have cash reserves to fund all its operations for one year, and strategic future growth and expansion plans. The Company has historically incurred net losses. There is no assurance that sufficient revenues will be generated in the near future.
Removed
Although we intend to comply with all such laws, regulations, and guidelines there is no guarantee that the governing laws and regulations will not change, which will be outside of our control.
Added
To the extent that the Company has negative operating cash flows in future periods, it may need to deploy a portion of its existing working capital to fund such negative cash flows. The Company may need to raise additional funds through issuances of Common Shares or through loan financing.
Removed
Numerous statutes and regulations govern the preclinical and clinical development, manufacture and sale, and post-marketing responsibilities for non-therapeutic and human therapeutic products in the United States, the European Union, Canada, Australia and other countries that are the intended markets for current and future product candidates.
Added
There is no assurance that additional capital or other types of financing will be available if needed or that these financings will be on terms at least as favorable to the Company as those previously obtained, or at all.
Removed
Such legislation and regulation govern the approval of manufacturing facilities, the testing procedures, and controlled research that must be carried out, and the preclinical and clinical data that must be collected prior to marketing approval.
Added
If the Company is unable to obtain additional financing from outside sources and eventually generate enough revenues, the Company may be forced to sell a portion or all of the Company's assets or curtail or discontinue the Company's operations. We may fail to remediate a material weakness that could affect our financial reporting.
Removed
Our R&D efforts, as well as any future clinical trials, and the manufacturing and marketing of any products we may develop, will be subject to and restricted by such extensive regulation. The process of obtaining necessary regulatory approvals is lengthy, expensive, and uncertain.
Added
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected on a timely basis.
Removed
We may fail to obtain the necessary approvals to commence or continue clinical testing or to manufacture or market potential products in reasonable time frames, if at all.
Added
Management concluded that we did not have sufficient resources to assist us in identifying, evaluating and addressing complex technical accounting issues that affect our consolidated financial statements on a timely basis. The remediation measures intended to correct the material weakness in internal controls may be insufficient to remediate the material weakness and could impact financial reporting.
Removed
In addition, governmental authorities may enact regulatory reforms or restrictions on the development of new therapies that could adversely affect the regulatory environment in which we operate or the development of any products we may develop. Completing clinical testing and obtaining required approvals is expected to take several years and requires the expenditure of substantial resources.
Added
Our ability to enter into strategic alliances is dependent upon, and may be limited by, the availability of suitable candidates and capital.
Removed
There can be no assurance that clinical trials will be completed successfully within any specified period of time, if at all. Furthermore, clinical trials may be delayed or suspended at any time by us or by the various regulatory authorities if it is determined at any time that the subjects or patients are being exposed to unacceptable risks.
Added
We are currently investing in our brand awareness through a rebranding project due to commence in the second quarter of fiscal year 2026. 13 Our directors, officers or members of management may have conflicts of interest. Certain directors and officers are also involved as advisors for other companies.
Removed
Any failure or delay in obtaining regulatory approvals would adversely affect our ability to utilize technology and would therefore adversely affect our operations. Furthermore, no assurance can be given that our current or future product candidates will prove to be safe and effective in clinical trials or that such product candidates will receive the requisite regulatory approval.
Added
Global economic instability and geopolitical tensions, including the imposition of tariffs and other trade barriers, could have an adverse effect on our business and results of operations. Market disruptions have included extreme volatility in securities prices, as well as severely diminished liquidity and credit availability. The economic crisis may adversely affect us in a variety of ways.
Removed
Moreover, any regulatory approval of a drug which is eventually obtained may be granted with specific limitations on the indicated uses for which that drug may be marketed. Furthermore, product approvals may be withdrawn if problems occur following initial marketing or if compliance with regulatory standards is not maintained.
Added
These increased costs may have a material adverse effect on our business, financial condition or results of operations.
Removed
Consequently, if materials from our suppliers are delayed or interrupted for any reason, we may not be able to deliver our products and perform our services on a timely basis or in a cost-efficient manner. Our insurance policies may be inadequate to fully protect us from material judgments and expenses.
Added
We are incorporated in Canada and therefore are permitted to adopt certain home country practices in relation to corporate governance matters that differ significantly from the Nasdaq corporate governance listing standards; these practices may afford less protection to shareholders than they would enjoy if we complied fully with the Nasdaq corporate governance listing standards. 16 As we are incorporated in Canada and listed on Nasdaq, we are subject to the Nasdaq corporate governance listing standards.
Added
However, Nasdaq rules permit a foreign private issuer to follow the corporate governance practices of an issuer’s home country. Certain corporate governance practices in Canada, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards for U.S. domestic issuers. We have relied on home country practices with respect to our corporate governance.
Added
We may fail to meet the continued listing requirements of Nasdaq which could result in a delisting of our securities. If we fail to satisfy the continued listing requirements of Nasdaq, such as minimum bid price requirements, Nasdaq may take steps to delist our Common Shares.
Added
Such a delisting would have a materially adverse effect on the price of our outstanding securities, impair the ability to sell or purchase our Common Shares or securities convertible or exercisable into Common Shares when persons wish to do so, and materially and adversely affect our ability to raise capital or pursue strategic restructuring, refinancing or other transactions on acceptable terms, or at all.
Added
To maintain the listing of our Common Shares on Nasdaq, we must satisfy minimum financial and other continued listing requirements and standards, including those related to the price of our Common Shares.
Added
Pursuant to the requirements of Nasdaq, if the closing bid price of a company's stock falls below US$1.00 per share for 30 consecutive business days (the "Minimum Bid Requirement"), Nasdaq will notify the company that it is no longer in compliance with the Nasdaq listing qualifications.
Added
If a company is not in compliance with the Minimum Bid Requirement, the company will have 180 calendar days to regain compliance. On August 19, 2024, we initially received notice from Nasdaq that we were no longer in compliance with the Minimum Bid Requirement (the "Initial Nasdaq Non-Compliance Notice").
Added
On July 13, 2025, Nasdaq notified the Company that it has determined that for the last 10 consecutive business days, from June 26, 2025 to July 10, 2025, the closing bid price of the Company’s common stock has been at $1.00 per share or greater.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

42 edited+24 added−28 removed83 unchanged
Biggest changeThe Company’s revenues are allocated to geographic regions for the year ended April 30, 2024, 2023 and 2022 as follows: Years ended April 30, Revenue by Region (in thousands) 2024 $ 2023 $ 2022 $ United States of America 12,556 9,365 6,816 Europe 10,867 9,450 9,429 Canada 389 618 572 Australia 482 630 1,540 Other 224 602 1,007 24,518 20,665 19,364 The Company’s revenues are allocated according to revenue types for the year ended April 30, 2024, 2023 and 2022 as follows: Years ended April 30, Revenue Allocation (in thousands) 2024 $ 2023 $ 2022 $ Project revenue 22,235 18,677 17,356 Product sales revenue 2,035 1,747 1,652 Cryostorage revenue 248 241 356 24,518 20,665 19,364 Market for Products Market Segment and Geographic Areas The market for therapeutic antibodies was worth U.S.$115 billion in 2018.
Biggest changeThe Company’s revenues are allocated to geographic regions for the year ended April 30, 2025, 2024 and 2023 as follows: Years ended April 30, Revenue by Region (in thousands) 2025 $ 2024 $ 2023 $ United States of America 12,614 12,556 9,365 Europe 10,178 10,867 9,450 Canada 234 389 618 Australia 896 482 630 Other 598 224 602 24,520 24,518 20,665 The Company’s revenues are allocated according to revenue types for the year ended April 30, 2025, 2024 and 2023 as follows: Years ended April 30, Revenue Allocation (in thousands) 2025 $ 2024 $ 2023 $ Project revenue 22,175 22,235 18,677 Product sales revenue 2,107 2,035 1,747 Cryostorage revenue 238 248 241 24,520 24,518 20,665 Market for Products Market Segment and Geographic Areas The market for therapeutic antibodies, including monoclonal, biospecific and antibody drug conjugates according to February 2024 Research and Markets publication, is expected to generate U.S.$428 billion by the end of 2029, up from U.S.$211 billion in 2022.
On May 9, 1995, we incorporated ImmunoPrecise Antibodies (Canada), Ltd. a direct wholly owned subsidiary, under the laws of British Columbia. ImmunoPrecise Antibodies (USA), Ltd. On September 11, 2019, we incorporated ImmunoPrecise Antibodies (USA), Ltd. a direct wholly owned subsidiary, under the laws of Delaware.
ImmunoPrecise Antibodies (Canada), Ltd. On May 9, 1995, we incorporated ImmunoPrecise Antibodies (Canada), Ltd. a direct wholly owned subsidiary, under the laws of British Columbia. ImmunoPrecise Antibodies (USA), Ltd. On September 11, 2019, we incorporated ImmunoPrecise Antibodies (USA), Ltd. a direct wholly owned subsidiary, under the laws of Delaware.
In recent years, the number of monoclonal antibody drugs approved for commercialization has proliferated, with the 100 th monoclonal antibody approved by the United States Food and Drug Administration (“ FDA ”) as of May 2021 (Nature Reviews Drug Discovery) and further 17 investigational antibody therapeutics in regulatory review in either the United States or Europe as of June 2021 according to AntibodySociety.org.
In recent years, the number of monoclonal antibody drugs approved for commercialization has proliferated, with the 100 th monoclonal antibody approved by the United States Food and Drug Administration (“ FDA ”) as of May 2021 (Nature Reviews Drug Discovery) and 26 further 17 investigational antibody therapeutics in regulatory review in either the United States or Europe as of June 2021 according to AntibodySociety.org.
The Benchmark Company acted as the sole Book-Running Manager and R.F. Lafferty acted as Co-Manager for the offering. 20 ATM Offering On August 15, 2023, the Company and Jefferies LLC entered into an Open Market Sale Agreement (the “ Open Market Sale Agreement ”) relating to the sale of Common Shares having an aggregate offering price of up to U.S.$60,000,000.
The Benchmark Company acted as the sole Book-Running Manager and R.F. Lafferty acted as Co-Manager for the offering. ATM Offering On August 15, 2023, the Company and Jefferies LLC entered into an Open Market Sale Agreement (the “ Open Market Sale Agreement ”) relating to the sale of Common Shares having an aggregate offering price of up to U.S.$60,000,000.
The Company’s key CRO services are set forth in detail below: 24 Service Details B cell Select TM In 2018, the Company built on its decade of experience in single B cell interrogation to offer B cell services in both North America and Europe on species agnostic platforms, including the use of transgenic, humanized animals.
The Company’s key CRO services are set forth in detail below: Service Details B cell Select TM In 2018, the Company built on its decade of experience in single B cell interrogation to offer B cell services in both North America and Europe on species agnostic platforms, including the use of transgenic, humanized animals.
Marketing Plans and Strategies Market Acceptance The Company has a long-standing acceptance of its customized antibodies and protein production services in the market. The Company believes that the market acceptance of its products will continue as it organically grows its business, optimizes its laboratory, new sales and marketing capacity and production process to support long-term growth.
Marketing Plans and Strategies Market Acceptance The Company has a long-standing acceptance of its customized antibodies and protein production services in the market. The Company believes that the market acceptance of its products will continue as it organically grows its business, optimizes its laboratory, new sales 27 and marketing capacity and production process to support long-term growth.
The Company made strategic investments in R&D activities to develop proprietary technologies enabling the application of their B cell Select ™ and DeepDisplay ™ platforms to address a range of transgenic animal species and strains and efficiently deliver fully-human, clinically relevant antibodies to its clients.
The Company made strategic investments in R&D activities to develop proprietary technologies enabling 24 the application of their B cell Select ™ and DeepDisplay ™ platforms to address a range of transgenic animal species and strains and efficiently deliver fully-human, clinically relevant antibodies to its clients.
Smith resigned as a director of the Company. Messrs. Barry A. Springer, Dirk Witters and Chris Buyse were appointed to the Board of the Company. On September 19, 2023, the Company announced that Mr. Brad McConn had resigned as Chief Financial Officer, effective September 29, 2023. Ms.
Smith resigned as a director of the Company. Messrs. Barry A. Springer, Dirk Witters and Chris Buyse were appointed to the Board of the Company. 20 On September 19, 2023, the Company announced that Mr. Brad McConn had resigned as Chief Financial Officer, effective September 29, 2023. Ms.
OmniAb and Talem will share downstream economics upon potential out-licensing or commercialization of the programs. On November 30, 2022, the Company’s subsidiary, BioStrand entered into a research collaboration and license agreement with BriaCell Therapeutics Corp. (“ BriaCell ”) (the “ BriaCell Therapeutics License Agreement ”).
OmniAb and Talem will share downstream economics upon potential out-licensing or commercialization of the programs. 19 On November 30, 2022, the Company’s subsidiary, BioStrand entered into a research collaboration and license agreement with BriaCell Therapeutics Corp. (“ BriaCell ”) (the “ BriaCell Therapeutics License Agreement ”).
Talem Therapeutics LLC On January 18, 2019, Talem Therapeutics LLC was incorporated under the laws of Delaware. Talem Therapeutics LLC is an indirect wholly-owned subsidiary. ImmunoPrecise Antibodies (MA), LLC On January 18, 2019, we formed ImmunoPrecise Antibodies (MA), LLC an indirect wholly owned subsidiary, under the laws of Delaware. 29 ImmunoPrecise Antibodies (ND), Ltd.
Talem Therapeutics LLC On January 18, 2019, Talem Therapeutics LLC was incorporated under the laws of Delaware. Talem Therapeutics LLC is an indirect wholly-owned subsidiary. ImmunoPrecise Antibodies (MA), LLC On January 18, 2019, we formed ImmunoPrecise Antibodies (MA), LLC an indirect wholly owned subsidiary, under the laws of Delaware. ImmunoPrecise Antibodies (ND), Ltd.
On May 25, 2018, we incorporated ImmunoPrecise Antibodies (ND), Ltd. a direct wholly owned subsidiary, under the laws of North Dakota. ImmunoPrecise Netherlands B.V. On January 25, 2005, we incorporated ImmunoPrecise Netherlands B.V. a direct wholly owned subsidiary, under the laws of the Netherlands. ImmunoPrecise Antibodies (Europe) B.V.
On May 25, 2018, we incorporated ImmunoPrecise Antibodies (ND), Ltd. a direct wholly owned subsidiary, under the laws of North Dakota. ImmunoPrecise Netherlands B.V. 29 On January 25, 2005, we incorporated ImmunoPrecise Netherlands B.V. a direct wholly owned subsidiary, under the laws of the Netherlands. ImmunoPrecise Antibodies (Europe) B.V.
By detailing their 21 innovative approach and its potential implications for the scientific community, BioStrand aims to foster collaboration and drive innovation in the realm of bioinformatics.
By detailing their innovative approach and its potential implications for the scientific community, BioStrand aims to foster collaboration and drive innovation in the realm of bioinformatics.
Locations of Operations IPA is a global operation with a presence in Utrecht and Oss in the Netherlands, Diepenbeek in Belgium, Victoria, British Columbia, in Canada and Fargo, North Dakota in the United States. This broad reach enables IPA to tap into thriving locations that strongly support the life sciences industry and the development of artificial intelligence.
Locations of Operations IPA is a global operation with a presence in Utrecht and Oss in the Netherlands, Diepenbeek in Belgium, Victoria, British Columbia, in Canada and Fargo, North Dakota and Austin Texas in the United States. This broad reach enables IPA to tap into thriving locations that strongly support the life sciences industry and the development of artificial intelligence.
Under the policy, any director who receives more "withheld" votes than "for" votes will be required to tender his or her resignation to the Board. Absent extraordinary circumstances, the Board is expected to accept such resignation. On September 5, 2023, the Company announced changes to the composition of the Board. Mr. Gregory S.
Under the Majority Voting Policy, any director who receives more "withheld" votes than "for" votes will be required to tender his or her resignation to the Board. Absent extraordinary circumstances, the Board is expected to accept such resignation. On September 5, 2023, the Company announced changes to the composition of the Board. Mr. Gregory S.
On June 10, 2024, BioStrand has introduced an advanced API (Application Programming Interface) within their groundbreaking software for AI-driven drug discovery. This API allows seamless integration with existing research workflows, providing enhanced capabilities for data analysis, molecular modeling, and predictive analytics.
New Processes On June 10, 2024, BioStrand has introduced an advanced API (Application Programming Interface) within their groundbreaking software for AI-driven drug discovery. This API allows seamless integration with existing research workflows, providing enhanced capabilities for data analysis, molecular modeling, and predictive analytics.
In fiscal 2024, the Company’s CRO services accounted for 100% (2023: 100%) of the Company’s revenue. The Company’s wholly owned subsidiaries, IPA Canada and IPA Europe, have both been designated as approved CROs for the world’s leading, transgenic animal platform producing human antibodies, and exercised an advantage in optimizing services for various transgenic animal vendors.
In fiscal 2025, the Company’s CRO services accounted for 100% (2024: 100%) of the Company’s revenue. The Company’s wholly owned subsidiaries, IPA Canada and IPA Europe, have both been designated as approved CROs for the world’s leading, transgenic animal platform producing human antibodies, and exercised an advantage in optimizing services for various transgenic animal vendors.
Key additions and changes to the board and management team On August 9, 2023, the Board adopted a majority voting policy based on its belief that each of its directors should carry the confidence and support of the Company’s shareholders and its commitment to upholding high standards in corporate governance.
Key additions and changes to the board and management team On August 9, 2023, the Board adopted a majority voting policy (the “ Majority Voting Policy ”) based on its belief that each of its directors should carry the confidence and support of the Company’s shareholders and its commitment to upholding high standards incorporate governance.
The Convertible Debentures are convertible into common shares of the Company (the “Common Shares”). The sale and issue of the first tranche consists of U.S.$2.0 million principal amount of Convertible Debentures and was completed on July 16, 2024 (the “First Closing”).
The Convertible Debentures were convertible into common shares of the Company (the “Common Shares”). The sale and issue of the first tranche consisted of U.S.$2.0 million principal amount of Convertible Debentures and was completed on July 16, 2024 (the “First Closing”).
The Company’s head office is in Victoria, British Columbia, and the base for U.S. operations is in Fargo, North Dakota. IPA Canada operates from Victoria, British Columbia (Canada), performing custom antibody generation since its inception.
The principal executive office is in Austin, Texas and the Company’s base office in Canada is in Victoria, British Columbia. The base for U.S. operations is in Fargo, North Dakota. IPA Canada operates from Victoria, British Columbia (Canada), performing custom antibody generation since its inception.
The onboarding of existing assets with regard to equipment, technologies, IP and licenses within the Company’s European Union operations has been compounded by active R&D at all operational sites, including the ongoing development of new service offerings, but more notably, internal discovery programs focused on novel, therapeutic antibodies, primarily in the field of immuno-oncology.
The onboarding of existing assets with regard to equipment, technologies, IP and licenses within the Company’s European Union operations has been compounded by active R&D at all operational sites, including the ongoing development of new service offerings, but more notably, internal discovery programs focused on novel, therapeutic antibodies, primarily in the field of immuno-oncology. 25 The Company formed Talem, based in Cambridge, Massachusetts, to support its internal and partnered therapeutic discovery programs.
The Company distributes and offers its products and services globally. Significant portions of our revenues are from global sales. In fiscal 2024, 51% of our revenues came from sales to the United States, 44% from Europe and 3% to countries other than Canada.
The Company distributes and offers its products and services globally. Significant portions of our revenues are from global sales. In fiscal 2025, 51% of our revenues came from sales to the United States, 42% from Europe and 6% to countries other than Canada.
Recent Developments On July 16, 2024 the Company announced that it has entered into a securities purchase agreement (the “Securities Purchase Agreement”) with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (“Yorkville”), under which the Company agreed to sell and issue to Yorkville U.S.$3.0 million aggregate principal amount of convertible debentures (the “Convertible Debentures”) in two tranches and at a purchase price of 95% of the aggregate principal amount.
On June 24, 2025, the Company announced that advancements in the universal dengue vaccine, confirming safety, immune activation and structural stability using its LENS ai ™ platform powered by patented HYFT® Technology Securities Purchase Agreement On July 16, 2024 the Company announced that it entered into a securities purchase agreement (the “Securities Purchase Agreement”) with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (“Yorkville”), under which the Company agreed 22 to sell and issue to Yorkville U.S.$3.0 million aggregate principal amount of convertible debentures (the “Convertible Debentures”) in two tranches and at a purchase price of 95% of the aggregate principal amount.
Victoria, BC V8Z 7X8 Canada 6,210 sq ft Global head office, preclinical antibody drug discovery and development lab facility December 31, 2033 ITEM 4A. UNRESOL VED STAFF COMMENTS Not applicable.
Victoria, BC V8Z 7X8 Canada 6,210 sq ft Global head office, preclinical antibody drug discovery and development lab facility December 31, 2033 Industrious 823 Congress Avenue, Suite 300, Austin TX 78701 USA 200 sq ft Principal Executive Office Monthly ITEM 4A. UNRESOL VED STAFF COMMENTS Not applicable.
Fiscal Year Ended 2024 The Company made equipment purchases of $1.4 million during the year ended April 30, 2024. On March 20, 2024, the Company acquired the LSA ® instrument platform from Carterra ® , a leading provider of high-throughput large and small molecule screening and characterization solutions.
On March 20, 2024, the Company acquired the LSA ® instrument platform from Carterra ® , a leading provider of high-throughput large and small molecule screening and characterization solutions.
The depth and speed of IPA’s offerings enables Talem to customize each program and leverages the Company’s expertise and technologies in the antibody discovery. 25 Principal Markets Our total revenues by category of activity and geographic market for each of the last three financial years were as follows: At April 30, 2024, April 30, 2023 and 2022, the Company has one reportable segment, being antibody production and related services.
Principal Markets Our total revenues by category of activity and geographic market for each of the last three financial years were as follows: At April 30, 2025, 2024 and 2023, the Company has one reportable segment, being antibody production and related services.
ITEM 4. INFO RMATION ON THE COMPANY A. History and Deve lopment of the Company Name, Address and Incorporation The Company is a corporation domiciled in Canada and was incorporated under the BCBCA on September 2, 2016.
ITEM 4. INFO RMATION ON THE COMPANY A. History and Deve lopment of the Company Name, Address and Incorporation The Company was incorporated under the Business Corporations Act (British Columbia) (the “BCBCA”) on September 2, 2016.
As an end-to-end service provider of antibody discovery and development, IPA’s state-of-the-art computational methodologies allow the Company to perform detailed and comprehensive evaluations across various stages of biologic discovery and development. 23 The synergy between ImmunoPrecise's in silico analyses and wet lab technologies enhances the efficacy of the workflow, thereby offering a unique value proposition to its partners aimed at reducing the time, cost and risk associated with therapeutic antibody discovery and development.
The synergy between ImmunoPrecise's in silico analyses and wet lab technologies enhances the efficacy of the workflow, thereby offering a unique value proposition to its partners aimed at reducing the time, cost and risk associated with therapeutic antibody discovery and development.
Among 28 human antibodies approved by the FDA between 2002 and 2019, 19 were animal derived and nine were generated by phage display. 27 Proprietary Protection The Company has initiated the protection of new innovation in its product pipeline and has trademarked its HYFT®, LENS ai ®, B cell Select®, rPEx®, Rapid Prime®, DeepDisplay™, NonaVac®, Abthena®, Artemis®, LucinaTec®, and ImmunoProtect® technologies.
Proprietary Protection The Company has initiated the protection of new innovation in its product pipeline and has trademarked its HYFT®, LENS ai ®, B cell Select®, rPEx®, Rapid Prime®, DeepDisplay™, NonaVac®, Abthena®, Artemis®, LucinaTec®, and ImmunoProtect® technologies.
The protein- and antibody-related service and product market is expected to grow with a CAGR of 6.2% by 2027 to U.S.$5.6 billion, according to GrandViewResearch.com. 26 Prior to the acquisitions of UPE and IPA Europe, the Company focused on serving primarily the diagnostic antibody market in North America.
The current antibody and protein-related market is in excess of U.S.$16 billion in 2022 and expected to reach U.S. $42 billion and growing a CAGR of approximately 13% annually, according to GrandViewResearch.com. Prior to the acquisitions of UPE and IPA Europe, the Company focused on serving primarily the diagnostic antibody market in North America.
Further, the Company is one of the few approved CROs for multiple transgenic animal providers on the market, enabling the faster development of therapeutic antibodies.
Further, the Company is one of the few approved CROs for multiple transgenic animal providers on the market, enabling the faster development of therapeutic antibodies. Among 28 human antibodies approved by the FDA between 2002 and 2019, 19 were animal derived and nine were generated by phage display.
The following capital expenditures are currently in progress: During fiscal 2024 we began expansion of our lab site at 3204 – 4464 Markham Street, Victoria, British Columbia V8Z 7X8 with an expected completion date prior to the end of early 2026.
During fiscal 2024 we began expansion of our lab site at 3204 – 4464 Markham Street, Victoria, British Columbia V8Z 7X8 with an expected completion date prior to the end of early 2026. This will be funded through a combination of leasehold improvement credits from the landlord, internal funding and potentially proceeds from a financing.
They have constructed a comprehensive knowledge base of these distinctive biological markers, which serves as a significant tool for their comparison and processing. This strategic acquisition further bolsters the Company’s standing in the rapidly advancing fields of multi-omics and in silico antibody discovery and development.
They have constructed a comprehensive knowledge base of these distinctive biological markers, which serves as a significant tool for their comparison and processing.
The Company formed Talem, based in Cambridge, Massachusetts, to support its internal and partnered therapeutic discovery programs. Talem offers strategic partnerships with pharma and biotech companies and is the only company to offer these services as a partnership in OmniAb ® transgenic animals using their own license.
Talem offers strategic partnerships with pharma and biotech companies and is the only company to offer these services as a partnership in OmniAb ® transgenic animals using their own license. The depth and speed of IPA’s offerings enables Talem to customize each program and leverages the Company’s expertise and technologies in the antibody discovery.
Organiz ational Structure The following chart sets out the Company’s intercorporate relationships with its subsidiaries, along with the jurisdiction in which such subsidiaries were formed. All of the Company’s subsidiaries are wholly owned by the Company. ImmunoPrecise Antibodies (Quebec), Inc.
There is also an emphasis on therapeutic antibody asset development in areas such as oncology, inflammation, neurodegenerative diseases, autoimmunity, and atherosclerosis. C. Organiz ational Structure The following chart sets out the Company’s intercorporate relationships with its subsidiaries, along with the jurisdiction in which such subsidiaries were formed. All of the Company’s subsidiaries are wholly owned by the Company.
On December 21, 2016, the Company changed its name to “ImmunoPrecise Antibodies Ltd.” The address of the Company’s head office is 3204 – 4464 18 Markham Street, Victoria, British Columbia V8Z 7X8. The registered and records office of the Company is located at 1800 – 510 West Georgia Street, Vancouver, British Columbia V6B 0M3.
On December 21, 2016, the Company changed its name to “ImmunoPrecise Antibodies Ltd. ”The address of the Company’s head office is Industrious 823 Congress Ave Suite 300 Austin, Texas 78701. The registered and records office of the Company is located at 19th Floor, 885 West Georgia Street, Vancouver, British Columbia V6B0M3V6C 3H4, Canada.
The Company intends to use the net proceeds from the proposed offering for research and development; capital expenditures; working capital; and general corporate purposes. Principal Capital Expenditures and Divestitures We made the following capital expenditures over the last three financial years. Fiscal Year Ended 2022 The Company made equipment purchases of $1.3 million during the year ended April 30, 2022.
Principal Capital Expenditures and Divestitures We made the following capital expenditures over the last three financial years. Fiscal Year Ended 2023 The Company made equipment purchases of $1.5 million during the year ended April 30, 2023. The acquisition of U-Protein Express B.V. ("UPE") and ModiQuest Research B.V.
Its customizable interface ensures that researchers can tailor the API functionalities to meet specific project requirements, thus accelerating the drug discovery process with increased accuracy and efficiency.
Its customizable interface ensures that researchers can tailor the API functionalities to meet specific project requirements, thus accelerating the drug discovery process with increased accuracy and efficiency. Key additions and changes to the board and management team On December 31, 2024 the Company announced that Ms. Kristin Taylor had resigned as Chief Financial Officer, effective January 16, 2025. Mr.
In connection with the offering, the Company and Yorkville entered into a customary Registration Rights Agreement (the “Registration Rights Agreement”) pursuant to which the Company has agreed to provide certain registration rights to Yorkville under the U.S. Securities Act of 1933, as amended.
The sale and issue of the second tranche consisted of U.S.$1.0 million principal amount of Convertible Debentures and closed on August 16, 2024. In connection with the offering, the Company and Yorkville entered into a customary Registration Rights Agreement pursuant to which the Company provided certain registration rights to Yorkville under the Securities Act.
At the intersection of systems biology, multi-omics modeling, and complex artificial intelligence systems, the company has carved out a unique space within the field. The core of the company's operations encompasses a diverse suite of proprietary technologies that aid in the exploration, discovery, and development of novel drugs and biologics.
The core of the company's operations encompasses a diverse suite of proprietary technologies that aid in the exploration, discovery, and development of novel drugs and biologics. Integrated within ImmunoPrecise's wet lab infrastructure is a diverse array of in silico technologies.
The global immunoassay market is estimated to accumulate U.S.$37,988 million by the year 2027. According to MarketStudyReport.com, the global immunoassay market was worth U.S.$21,800 million in 2018 and is anticipated to grow with a compound annual growth rate (“ CAGR ”) of 6.5% through the year 2027.
According to Marketandmarkets.com, the global immunoassay market was worth U.S.$35 billion in 2023 and is anticipated to grow with a CAGR of 5.9% to U.S. $46 billion by 2028.
The team from MQR in Oss brings extensive expertise in various areas, including in vitro antibody phage library generation, antibody characterization, optimization, and engineering. The UPE team in Utrecht specializes in the production of complex proteins and antibodies, supporting numerous programs across various sectors using their proprietary expression platform rPEx®.
The UPE team in Utrecht specializes in the production of complex proteins and antibodies, supporting numerous programs across various sectors using their proprietary expression platform rPEx®. Fiscal Year Ended 2024 The Company made equipment purchases of $1.4 million during the year ended April 30, 2024.
The Company continues to broaden its intellectual property portfolio in additional, meaningful ways, including internal R&D, acquisitions, and collaborations. There is also an emphasis on therapeutic antibody asset development in areas such as oncology, inflammation, neurodegenerative diseases, autoimmunity, and atherosclerosis. 28 C.
This strategic acquisition further bolsters the Company’s standing in the rapidly advancing fields of multi-omics and in silico antibody discovery and development. 28 The Company continues to broaden its intellectual property portfolio in additional, meaningful ways, including internal R&D, acquisitions, and collaborations.
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Fiscal Year Ended 2022 Funding ATM Offering On October 13, 2021, the Company and H.C. Wainwright & Co., LLC (the “ HCW ”) entered into an At-The-Market Offering Agreement (the “ HCW ATM Agreement ”).
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Fiscal Year Ended 2025 21 Recent Developments On September 26, 2024, the Company announced the clinical progress achieved with rabbit monoclonal antibodies designed and developed using IPA’s proprietary B Cell Select® platform for the clinical-stage company, OncoResponse Inc. On October 2, 2024, the Company and Biotheus Inc.
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Under the terms of the HCW ATM Agreement, the Company was entitled, at its discretion and from time-to-time during the term of the HCW ATM Agreement, to sell, through HCW, acting as sole sales agent, Common Shares of the Company having an aggregate gross sales price of up to U.S.$50 million.
Added
(“Biotheus”), jointly announced entering into a Material Transfer and Evaluation Agreement (“MTEA”) pertaining to a Talem therapeutic antibody asset for the development of a bispecific therapy against solid tumors, under which Biotheus will obtain the rights to further evaluate the suitability of Talem’s Artificial Intelligence (AI)-enhanced TATX-20 lead candidate for the development of novel bispecific antibodies for the treatment of hypoxicsolid tumors.
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The HCW ATM Agreement was terminated during the year ended April 30, 2023. No Common Shares were sold under the terms of the HCW ATM Agreement.
Added
Under the MTEA, Biotheus will receive a specialized antibody asset from Talem Therapeutics, a subsidiary of IPA. On October 28, 2024, the Company announced its contribution and advancements in anti-aging research with Mayo Clinic Study.
Removed
Final Deferred Settlement Payment The Company made the third and final deferred share payment for the acquisition of ModiQuest Research B.V. pursuant to the Amendment, Termination and Settlement Agreement on May 3, 2021, issuing 41,488 Common Shares of the Company with a fair value of $503,243 to the seller (Immusys) of ModiQuest Research B.V, now ImmunoPrecise Antibodies (Europe) B.V.
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On November 13, 2024, the Company announced a breakthrough in its primary cancer research initiatives through pioneering high-impact antibody development for next-generation Antibody-Drug Conjugates (“ADC”) therapies. On December 23, 2024, the Company announced insider share purchases, with CEO Dr.
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Key additions and changes to the board and management team On June 2, 2021, the Company announced that Dr. Yasmina Abdiche resigned as Chief Scientific Officer (" CSO ") effective June 30, 2021, to pursue other opportunities. The Board appointed Dr. Ilse Roodink as CSO effective as of July 1, 2021.
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Jennifer Bath and BioStrand co-founders Dirk Van Hyfte and Ingrid Brands collectively acquiring a total of 763,120 Common Shares on the open market for an aggregate amount of USD $306,000.
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The Company promoted Barry Duplantis, Ph.D., to Vice President of Client Relations and appointed Ms. Carla Dahl, as Vice President of Marketing. Ms. Carla Dahl is no longer employed at the Company as of April 30, 2023. Paul Andreola resigned from the Company’s Board effective November 9, 2021, for personal reasons unrelated to the Company.
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On January 17, 2025, the Company announced the launch of its AI-powered pipeline of both optimized and new therapeutics, set to transform therapeutic development by empowering drug discovery with AI and first-principles innovation.
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In April 2022, Chief Business Officer, Stefan Lang, departed the Company. Strategic Advisory Board On May 25, 2021, the Company announced the addition of Dr. Dion Neame to the Company’s Strategic Advisory Board (“ SAB ”). Dr. Neame is the second addition from the large pharma community to join IPA’s SAB.
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On January 22, 2025, the Company announced it developed a new class of GLP-1 therapies entirely through artificial intelligence, designed to enhance efficacy, safety, therapy longevity, and patient satisfaction in diabetes treatment.
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Each member of the SAB holds senior leadership roles and has been strategically onboarded to assist IPA with executing its growth and expansion plans. COVID-19 R&D Despite available vaccines, COVID-19 therapeutics were crucial for vulnerable groups like the elderly and immunocompromised, not fully protected by vaccines, especially against variants.
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On January 27, 2025, the Company announced the completion of its previously disclosed “at-the-market” equity offering program along side the full conversion of its outstanding debenture with Yorkville, significantly enhancing the Company’s capital structure.
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Therapeutic antibodies, effective in cancer and infectious diseases, advanced through technologies like B cell sorting, offering potent cocktails to combat mutating viruses. Our diverse anti-SARS-CoV-2 antibodies formed synergistic cocktails, suitable for licensing. Pre-clinical studies showed strong efficacy in Syrian hamsters. Patents were filed for our PolyTope® TATX-03 cocktail, effective against variants.
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On February 24, 2025, the Company announced the appointment of Kamil Isaev to the Board and Joseph Scheffler as Interim Chief Financial Officer, along with the departure of director Chris Buyse.
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Despite our best efforts, unforeseen delays with a clinical manufacturing partner led us to halt our COVID-19 program.
Added
On February 26, 2025, the Company announced a strategic collaboration with RIBOPRO, a pioneering technology provider specializing in mRNA and lipid nanoparticle (LNP) technologies, to revolutionize the discovery and development of therapeutic antibodies by integrating RIBOPRO’s advanced mRNA-based antigen expression expertise with IPA’s in silico and wet-lab antibody discovery capabilities.
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Acquisition 19 On April 14, 2022, the Company completed the acquisition of control over BioStrand BV, BioKey BV, and BioClue BV (hereinafter collectively referred to as “ BioStrand ”), a group of Belgian biotech entities and pioneers in the field of bioinformatics and biotechnology, through its wholly owned subsidiary ImmunoPrecise Netherlands BV.
Added
On March 13, 2025, the Company announced a strategic partnership with a leading biotechnology company to advance the discovery and development of ADCs and bispecific antibodies for the treatment of cancer, focusing on leveraging contract research expertise while integrating IPA’s proprietary B-cell Select™ platform and artificial intelligence-driven discovery capabilities to enhance the efficiency and precision of therapeutic development.
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The Company paid a consideration of approximately €20 million to the vendors, consisting of an aggregate of 4,077,774 Common Shares and a cash payment of approximately €3,734,500. The consideration also includes a contingent earnout payment based on the profitability of BioStrand over a 7-year period, which shall not exceed in total €12 million.
Added
On May 12, 2025, the Company announced new benchmarking results that validate the accuracy and utility of its in silico epitope mapping application, part of the LENS ai ™ platform, with a direct comparison to gold-standard wet-lab methods.
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The sale and issue of the second tranche consists of U.S.$1.0 million principal amount of Convertible Debentures and is expected to close on or about the date the initial Registration Statement (as defined in the Registration Rights Agreement (as defined below)) has first been declared effective by the United States Securities and Exchange Commission (the “SEC”).
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On May 21, 2025, the Company announced it engaged CORE IR, a strategic investor and public relations firm, to support the Company’s ongoing investor relations and communications initiatives, with CORE IR specializing in working with emerging and established growth companies to enhance investor awareness, strengthen shareholder engagement, and broaden outreach to various institutional and retail audiences.
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Each Convertible Debenture will be an unsecured obligation of the Company and will be wholly and unconditionally guaranteed by certain of the Company’s subsidiaries. The Convertible Debentures will incur interest at a rate of 8.0% per annum.
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On June 5, 2025, the Company announced the discovery of a highly conserved epitope across all four dengue virus serotypes using its proprietary LENS ai ™ platform powered by their patented HYFT® technology.
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The outstanding principal amount of and accrued and unpaid interest, if any, on, the Convertible Debentures must be paid by the Company in cash when the same becomes due and payable under the terms of the Convertible Debentures at their stated maturity, upon their redemption or otherwise.
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On June 12, 2025, the Company announced compelling in vitro results demonstrating that its artificial intelligence-designed GLP-1receptor agonist (GLP-1RA) peptide sequences achieve comparable or superior receptor activation to Semaglutide, a benchmark GLP-1 therapy and one of the most commercially successful drugs in the world.
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The Convertible Debentures are redeemable at any time provided that the volume-weighted average price (“VWAP”) for the Common Shares is less than U.S.$1.16, at a redemption price equal to the principal amount, plus accrued and unpaid interest on the principal amount to be redeemed, plus a 10% premium.
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The in vitro analysis was conducted by an independent third party, further strengthening the objectivity and reliability of the findings.
Removed
If at any time on and after November 1, 2024, the daily VWAP for the Common Shares is less than U.S.$0.20 for five Trading Days during a period of seven consecutive Trading Days or a default with respect to the Registration Statement has occurred, the Company shall be required to make monthly installments payments on the Convertible Debentures in an amount equal to U.S.$300,000 principal amount, plus accrued and unpaid interest on the outstanding principal amount, plus a 10% premium.
Added
On August 19, 2024, the Company announced the ability to engineer in silico antibodies to elusive tumor protein entirely through computer simulations using patented LENS ai technology.
Removed
Subject to certain limitations contained within the Securities Purchase Agreement and the Convertible Debentures, holders of the Convertible Debentures will be entitled to convert the principal amount of, and accrued and unpaid interest, if any, on each Convertible Debenture, in whole or in part, from time to time, into a number of Common Shares at a Conversion Price equal to the lower of (i) U.S.$1.16 per Common Share, or (ii) 95% of the lowest daily VWAP for the Common Shares during the 10 consecutive trading days immediately preceding the conversion date or other date of determination (the “Market Price”), but which Market Price shall not be lower than U.S.$0.20.
Added
On August 23, 2024, the Company announced that it received written notification from Nasdaq, indicating that the Company is not in compliance with the minimum bid price requirement set forth in the Nasdaq Rule 5450(a)(1) based on the closing bid price of the Company's common shares being less than US$1.00 per share for the 30 consecutive business days from July 5, 2024 to August 15,2024.
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The Conversion Price is subject to anti-dilution adjustments pursuant to the terms and conditions of the Securities Purchase Agreement and the Convertible Debentures.
Added
Joseph Scheffler, MBA, was named as interim Chief Financial Officer on February 24, 2025. On February 24, 2025 the Company announced changes to the composition of the Board. Mr. Chris Buyse resigned as a director of the Company. Kamil Isaev was appointed to the Board of the Company.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe non-IFRS measures are reconciled to reported IFRS figures in the tables below: Year Ended April 30, (in thousands) 2024 $ 2023 $ Net loss (27,177 ) (26,560 ) Income taxes (1,526 ) (1,192 ) Amortization and depreciation 5,735 6,685 Accretion 19 30 Asset impairment charge 15,031 2,460 Foreign exchange realized loss 142 82 Interest expense 849 334 Interest and other income (23 ) (122 ) Unrealized foreign exchange gain (86 ) (227 ) Share-based payments 1,535 1,943 Adjusted EBITDA (5,501 ) (16,567 ) 34 Year Ended April 30, (in thousands) 2024 $ 2023 $ Operating expenses (41,177 ) (39,966 ) Amortization and depreciation 3,273 4,980 Asset impairment charge 15,031 2,460 Foreign exchange loss 142 82 Interest expense 849 334 Share-based payments 1,535 1,943 Adjusted Operating Expenses (20,347 ) (30,167 ) B.
Biggest changeThe non-IFRS measures are reconciled to reported IFRS figures in the tables below: Year Ended April 30, (in thousands) 2025 $ 2024 $ Net loss (30,234 ) (26,115 ) Income taxes (4,033 ) (2,588 ) Amortization and depreciation 5,119 5,735 Accretion 10 19 Asset impairment charge 21,184 15,031 Foreign exchange realized gain (loss) (5 ) 142 Interest expense 948 849 Interest and other income 283 (23 ) Unrealized foreign exchange loss (gain) 594 (86 ) Share-based expense 445 1,535 Adjusted EBITDA (5,689 ) (5,501 ) 34 Year Ended April 30, (in thousands) 2025 $ 2024 $ Operating expenses (47,108 ) (41,177 ) Amortization and depreciation 2,078 3,273 Asset impairment charge 21,184 15,031 Foreign exchange gain (loss) (5 ) 142 Interest expense 948 849 Share-based expense 445 1,535 Adjusted Operating Expenses (22,458 ) (20,347 ) B.
Subject to certain limitations contained within the Securities Purchase Agreement and the Convertible Debentures, holders of the Convertible Debentures will be entitled to convert the principal amount of, and accrued and unpaid interest, if any, on each Convertible Debenture, in whole or in part, from time to time, into a number of Common Shares at a conversion price equal to the lower of (i) U.S.$1.16 per Common Share, or (ii) 95% of the lowest daily VWAP for the Common Shares during the 10 consecutive trading days immediately preceding the conversion date or other date of determination (the "Market Price"), but which Market Price shall not be 36 lower than U.S.$0.20.
Subject to certain limitations contained within the Securities Purchase Agreement and the Convertible Debentures, holders of the Convertible Debentures will be entitled to convert the principal amount of, and accrued and unpaid interest, if any, on each Convertible Debenture, in whole or in part, from time to time, into a number of Common Shares at a conversion price equal to the lower of (i) U.S.$1.16 per Common Share, or (ii) 95% of the lowest daily VWAP for the Common Shares during the 10 consecutive trading days immediately preceding the conversion date or other date of determination (the "Market Price"), but which Market Price shall not be lower than U.S.$0.20.
Other Income/ Expense Year Ended April 30, (in thousands) 2024 $ 2023 $ Change $ Change % Accretion (19 ) (30 ) 11 (36.7 )% Grant and subsidy income 331 332 (1 ) (0.3 )% Interest and other income 23 122 (99 ) (81.1 )% Unrealized foreign exchange gain 86 227 (141 ) (62.1 )% Total other income 421 651 (230 ) (35.3 )% The Company recorded other income of $0.4 million during the year ended April 30, 2024, a slight decrease from other income of $0.7 million during the year ended April 30, 2023.
Other Income/ Expense 33 Year Ended April 30, (in thousands) 2024 $ 2023 $ Change $ Change % Accretion (19 ) (30 ) 11 (36.7 )% Grant and subsidy income 331 332 (1 ) (0.3 )% Interest and other income 23 122 (99 ) (81.1 )% Unrealized foreign exchange gain 86 227 (141 ) (62.1 )% Total other income 421 651 (230 ) (35.3 )% The Company recorded other income of $0.4 million during the year ended April 30, 2024, a slight decrease from other income of $0.7 million during the year ended April 30, 2023.
During any consecutive 30-day period, the holders of the Convertible Debentures may not, without the prior written consent of the Company, convert more than U.S.$300,000 in principal amount of Convertible Notes during any 30-day period if the conversion price is less than U.S.$1.16, provided, however, that the foregoing limitation shall not apply during the occurrence and during the continuance of an event of default under the Convertible Debentures.
During any consecutive 30-day period, the holders of the Convertible Debentures may not, without the prior written consent of the Company, convert more than U.S.$300,000 in principal amount of Convertible Notes 36 during any 30-day period if the conversion price is less than U.S.$1.16, provided, however, that the foregoing limitation shall not apply during the occurrence and during the continuance of an event of default under the Convertible Debentures.
Our discussion contains forward-looking statements based on current expectations that involve risks and uncertainties, such as our plans, objectives and intentions. Our actual results may differ from those indicated in such forward-looking statements. 30 A.
Our discussion contains forward-looking statements based on current expectations that involve risks and uncertainties, such as our plans, objectives and intentions. Our actual results may differ from those indicated in such forward-looking statements. A.
Non-IFRS Measures The following are non-IFRS measures and investors are cautioned not to place undue reliance on them and are urged to read all IFRS accounting disclosures present in the consolidated financial statements and accompanying notes for the year ended April 30, 2024. The Company uses certain non-IFRS financial measures as supplemental indicators of its financial and operating performance.
Non-IFRS Measures The following are non-IFRS measures and investors are cautioned not to place undue reliance on them and are urged to read all IFRS accounting disclosures present in the consolidated financial statements and accompanying notes for the year ended April 30, 2025. The Company uses certain non-IFRS financial measures as supplemental indicators of its financial and operating performance.
On February 23, 2024, in connection with the ATM Facility, the Company filed a prospectus supplement permitting the sales of Common Shares having an aggregate gross sales price of up to US$60.0 million. In fiscal 2024, 629,240 common shares were sold under the ATM with proceeds net of commissions of $1.8 million.
On February 23, 2024, in connection with the ATM Facility, the Company filed a prospectus supplement permitting the sales of Common Shares having an aggregate gross sales price of up to U.S. $60.0 million. In fiscal 2024, 629,240 common shares were sold under the ATM with proceeds net of commissions of $1.8 million.
The following is a summary of certain selected financial information of the Company for the years ended April 30, 2024, 2023, and 2022.
The following is a summary of certain selected financial information of the Company for the years ended April 30, 2025, 2024, and 2023.
There is no assurance that additional capital or other types of financing will be available if needed or that these financings will be on terms at least as favorable to the Company as those previously obtained, or at all.
The Company may need to raise additional funds through issuances of Common Shares and/or through debt financing. There is no assurance that additional capital or other types of financing will be available if needed or that these financings will be on terms at least as favorable to the Company as those previously obtained, or at all.
During the year ended April 30, 2023, the Company issued 309,877 Common Shares with a value of $1.3 million pursuant to the conversion of $1.4 million principal balance of convertible debenture.
A value of $0.8 million was transferred from contributed surplus to share capital as a result. During the year ended April 30, 2023, the Company issued 309,877 Common Shares with a value of $1.3 million pursuant to the conversion of $1.4 million principal balance of convertible debenture.
The consideration paid for the acquisition of BioStrand includes a contingent earnout payment based on the profitability of BioStrand over a 7-year period, which shall not exceed in total €12.0 million. As of April 30, 2023, the Company's unpaid commitment related to the BioStrand earnout is €12.0 million.
Contractual Obligations and Commitments The consideration paid for the acquisition of BioStrand includes a contingent earnout payment based on the profitability of BioStrand over a 7-year period, which shall not exceed in total €12.0 million. As of April 30, 2025, no amount has been earned or paid on the Company's contingent earnout related to the BioStrand acquisition.
Gross profit margin decreased to 49.2% from 56.0% during the prior year reflecting increased costs due to expansion as well as inflationary pressures. 31 Research and development Year Ended April 30, (in thousands) 2024 $ 2023 $ Change $ Change % Research and development 4,043 14,101 (10,058 ) -71.3 % During the year ended April 30, 2024, R&D expenses decreased to $4.0 million from $14.1 million compared to the year ended April 30, 2023.
Research and development Year Ended April 30, (in thousands) 2024 $ 2023 $ Change $ Change % Research and development 4,043 14,101 (10,058 ) -71.3 % During the year ended April 30, 2024, R&D expenses decreased to $4.0 million from $14.1 million compared to the year ended April 30, 2023.
The consideration paid for the acquisition of BioStrand includes a contingent earnout payment based on the profitability of BioStrand over a 7-year period, which shall not exceed in total €12.0 million. As of January 31, 2024, the Company's unpaid commitment related to the BioStrand earnout was €12.0 million.
As part of the financing activities, the Company incurred lease payments of $1.6 million. The consideration paid for the acquisition of BioStrand includes a contingent earnout payment based on the profitability of BioStrand over a 7-year period, which shall not exceed in total €12.0 million.
Under the terms of the Clear Street ATM Agreement, the Company was entitled, at its discretion and from time-to-time during the term of the ATM Agreement, to sell, through Clear Street LLC, acting as sole sales agent, Common Shares of the Company having an aggregate gross sales price of up to US$60 million.
Under the terms of the Clear Street ATM Agreement, the Company was entitled, at its discretion and from time-to-time during the term of the ATM Agreement, to sell, through Clear Street LLC, acting as sole sales agent, Common Shares of the Company having an aggregate gross sales price of up to U.S. $60 million. 35 Financing Activities Fiscal Year Ended 2023 Transactions During the year ended April 30, 2023, the Company issued 263,537 Common Shares pursuant to the exercise of stock options for total gross proceeds of $0.7 million.
(in thousands except loss per share) 2024 $ 2023 $ 2022 $ Revenue 24,518 20,665 19,364 Cost of sales (12,465 ) (9,102 ) (8,381 ) Expenses (41,177 ) 39,966 (27,731 ) Net loss (27,177 ) (26,560 ) (16,709 ) Total assets 59,988 77,813 93,647 Total liabilities (26,067 ) (20,010 ) (18,362 ) Loss per share (1.06 ) (1.07 ) (0.85 ) Comparison of the years ended April 30, 2024 and April 30, 2023 Revenue Year Ended April 30, (in thousands) 2024 $ 2023 $ Change $ Change % Project revenue 22,235 18,677 3,558 19.1 % Product sales revenue 2,035 1,747 288 16.5 % Cryostorage revenue 248 241 7 2.9 % Total revenue 24,518 20,665 3,853 18.6 % Revenue for the year ended April 30, 2024 was $24.5 million, compared to $20.7 million for the year ended April 30, 2023.
(in thousands except loss per share) 2025 $ 2024 $ 2023 $ Revenue 24,520 24,518 20,665 Cost of sales (10,972 ) (12,465 ) (9,102 ) Expenses (47,108 ) (41,177 ) 39,966 Net loss (30,234 ) (26,115 ) (26,560 ) Total assets 44,441 59,988 77,813 Total liabilities (20,815 ) (24,310 ) (20,010 ) Loss per share (0.91 ) (1.02 ) (1.07 ) Comparison of the years ended April 30, 2025 and April 30, 2024 Revenue Year Ended April 30, (in thousands) 2025 $ 2024 $ Change $ Change % Project revenue 22,175 22,235 (60 ) -0.3 % Product sales revenue 2,107 2,035 72 3.5 % Cryostorage revenue 238 248 (10 ) -4.0 % Total revenue 24,520 24,518 2 0.0 % Revenue for the year ended April 30, 2025 was $24.5 million, compared to $24.5 million for the year ended April 30, 2024.
Although the Company is presented as a going concern, the Company does not have cash reserves to fund all its operations for one year, and strategic future growth and expansion plans. The Company has historically incurred net losses. There is no assurance that sufficient revenues will be generated in the near future.
As of April 30, 2025, no amount has been earned or paid on the Company's contingent earnout related to the BioStrand acquisition. Although the Company is presented as a going concern, the Company does not have cash reserves to fund all its operations for one year, and strategic future growth and expansion plans. The Company has historically incurred net losses.
To the extent that the Company has negative operating cash flows in future periods, it may need to deploy a portion of its existing working capital to fund such negative cash flows. The Company may need to raise additional funds through issuances of Common Shares and/or through debt financing.
There is no assurance that sufficient revenues will be generated in the near future. To the extent that the Company has negative operating cash flows in future periods, it may need to deploy a portion of its existing working capital to fund such negative cash flows.
Comparison of the years ended April 30, 2023 and April 30, 2022 32 Revenue Year Ended April 30, (in thousands) 2023 $ 2022 $ Change $ Change % Project revenue 18,677 17,356 1,321 7.6 % Product sales revenue 1,747 1,652 95 5.8 % Cryostorage revenue 241 356 (115 ) (32.3 )% Total revenue 20,665 19,364 1,301 6.7 % The Company achieved revenue of $20.7 million during the year ended April 30, 2023, a 6.7% increase from the year ended April 30, 2022.
Comparison of the years ended April 30, 2024 and April 30, 2023 Revenue Year Ended April 30, (in thousands) 2024 $ 2023 $ Change $ Change % Project revenue 22,235 18,677 3,558 19.1 % Product sales revenue 2,035 1,747 288 16.5 % Cryostorage revenue 248 241 7 2.9 % Total revenue 24,518 20,665 3,853 18.6 % 32 Revenue for the year ended April 30, 2024 was $24.5 million, compared to $20.7 million for the year ended April 30, 2023.
General and administrative Year Ended April 30, (in thousands) 2023 $ 2022 $ Change $ Change % General and administrative 15,383 15,377 6 0.0 % During the year ended April 30, 2023, general and administrative expenses totaled $15.4 million, flat compared to the year ended April 30, 2022.
General and administrative Year Ended April 30, (in thousands) 2025 $ 2024 $ Change $ Change % General and administrative 14,735 15,592 (857 ) -5.5 % During the year ended April 30, 2025, general and administrative expenses totaled $14.7 million, a decrease of $0.9 million as compared to the year ended April 30, 2024, due to a reduction in compensation and consulting expenses.
Gross Profit Year Ended April 30, (in thousands) 2023 $ 2022 $ Change $ Change % Gross profit 11,563 10,983 580 5.3 % Gross profit margin 56.0 % 56.7 % Gross profit totaled $11.6 million during the year ended April 30, 2023, an increase of 5.3% compared to the year ended April 30, 2022, while gross profit margin decreased slightly to 56.0% from 56.7% during the prior year.
Gross Profit Year Ended April 30, (in thousands) 2025 $ 2024 $ Change $ Change % Gross profit 13,548 12,053 1,495 12.4 % Gross profit margin 55.3 % 49.2 % Gross profit totaled $13.5 million during the year ended April 30, 2025, an increase of 12.4% compared to the year ended April 30, 2024.
Capital Expenditures The Company made property and equipment purchases of $1.4 million during the year ended April, 2024 (2023 - $1.5 million). Contractual Obligations and Commitments As of April 30, 2023, the Company has an estimated annual commitment of €0.5 million related to a lease agreement to lease a new facility for its Oss, the Netherlands location.
As of April 30, 2025, the Company completed the full conversion of the debenture with Yorkville Capital Expenditures The Company made property and equipment purchases of $0.8 million during the year ended April, 2025 (2024 - $1.4 million).
Other Income/ Expense 33 Year Ended April 30, (in thousands) 2023 $ 2022 $ Change $ Change % Accretion (30 ) (85 ) 55 (64.7 )% Grant and subsidy income 332 75 257 342.7 % Interest and other income 122 279 (157 ) (56.3 )% Unrealized foreign exchange gain 227 631 (404 ) (64.0 )% Total other income 651 900 (249 ) (27.7 )% The Company recorded other income of $0.7 million during the year ended April 30, 2023, compared to other income of $0.9 million during the year ended April 30, 2022.
Other Income/ Expense Year Ended April 30, (in thousands) 2025 $ 2024 $ Change $ Change % Accretion (10 ) (19 ) 9 (47.4 )% Grant and subsidy income 180 331 (151 ) (45.6 )% Interest and other (expense) income (283 ) 23 (306 ) (1330.4 )% Unrealized foreign exchange (loss) gain (594 ) 86 (680 ) (790.7 )% Total other (expense) income (707 ) 421 (1,128 ) (267.9 )% The Company recorded other loss of $0.7 million during the year ended April 30, 2025, a decrease from other income of $0.4 million during the year ended April 30, 2024 due to favorable exchange rates.
Removed
Operating Results Overview During Fiscal 2024, we had some significant highlights to our operating results: • Achieves Record $24.5 Million Revenue in FY 2024, Showcases Cutting-Edge Technological Advancements • Expands Laboratory Capabilities and Launches Advanced AI Models, Strengthening Market Position • Launches Commercial LENSai API, Offering Advanced AI-Powered Solutions Across Multiple Markets and Prepares for Further Launch with its Newest Partner, AWS Selected Annual Information The following selected financial data has been extracted from the audited Fiscal 2024 financial statements (expressed in Canadian Dollars).
Added
Operating Results Overview 30 During Fiscal 2025, we had some significant highlights to our operating results: • Achieved record breaking revenue of $24.5 million in fiscal year 2025. • Delivered highest-ever fourth quarter revenue of $7.0 million • Reported record fourth quarter Adjusted EBITDA of ($0.3) million, reflecting improved operating efficiency • Achieved fourth quarter gross margin of 64%, representing strongest margin performance since Q3 of Fiscal Year 2021 • BioStrand segment grew over 180% in Fiscal year 2025 and had gross margins approaching 90% • BioStrand currently represents over 5% of total annual revenue this year, up from less than 2% in Fiscal Year 2024 Selected Annual Information The following selected financial data has been extracted from the audited Fiscal 2025 financial statements (expressed in Canadian Dollars).
Removed
The increase in revenue was primarily driven by growth in the Company’s B cell Select® platform and protein manufacturing services.
Added
Gross profit margin increased to 55.3% from 49.2% during the prior year driven by a higher proportion of revenue generated from the high-margin BioStrand segment and reduced salaries and lab supplies. 31 Research and development Year Ended April 30, (in thousands) 2025 $ 2024 $ Change $ Change % Research and development 4,943 4,043 900 22.3 % During the year ended April 30, 2025, R&D expenses increased to $4.9 million from $4.0 million compared to the year ended April 30, 2024 reflecting increased investment in R&D activities within the BioStrand segment.
Removed
Research and development Year Ended April 30, (in thousands) 2023 $ 2022 $ Change $ Change % Research and development 14,101 7,663 6,438 84.0 % During the year ended April 30, 2023, R&D expenses increased to $14.1 million from $7.7 million during the year ended April 30, 2022.
Added
Sales and marketing Year Ended April 30, (in thousands) 2025 $ 2024 $ Change $ Change % Sales and marketing 4,298 3,543 755 21.3 % Sales and marketing expenses totaled $4.3 million during the year ended April 30, 2025, compared to $3.5 million during the year ended April 30, 2024 due to increases related to our marketing strategy and social media expenses.
Removed
Expenditures on research activities included $8.3 million on Talem’s PolyTope® antibody combination therapy.
Added
Gross profit margin decreased to 49.2% from 56.0% during the prior year reflecting increased costs due to expansion as well as inflationary pressures.
Removed
Sales and marketing Year Ended April 30, (in thousands) 2023 $ 2022 $ Change $ Change % Sales and marketing 3,608 2,678 930 34.7 % Sales and marketing expenses totaled $3.6 million during the year ended April 30, 2023, compared to $2.7 million during the year ended April 30, 2022, representing an increase in line with the increase in discovery project and protein manufacturing services revenue.
Added
On July 16, 2024, YA II PN, Ltd., an investment fund managed by Yorkville, entered into a securities purchase agreement under which the Company agreed to sell and issue to Yorkville “the Convertible Debentures" in two tranches and at a purchase price of 95% of the aggregate principal amount.
Removed
Salaries and benefits increased $2.1 million due primarily to the addition of staff at BioStrand and routine annual pay increases.
Added
In connection with the offering, the Company and Yorkville entered into a customary registration rights agreement pursuant to which the Company agreed to provide certain registration rights to Yorkville under the U.S. Securities Act of 1933, as amended. As of April 30, 2025, the Company completed the full conversion of the debenture with Yorkville.
Removed
The most noteworthy variance is the decrease in unrealized foreign exchange gain of $0.4 million compared to the year ended April 30, 2022, a result of currency revaluations at the current quarter-end exchange rate.
Added
As of April 30, 2025, the Company held cash of $10.8 million (April 30, 2024 – $3.5 million). During the year ended April 30, 2025, the cash used in operating activities was $6.4 million. As part of the investing activities, the Company made property and equipment purchases of $0.8 million.
Removed
Grant income increased $0.3 million compared to the year prior, as the Company recorded the first round of grant funding from VLAIO (Flanders Innovation & Entrepreneurship), the research fund of the Flemish regional government in Belgium.
Added
Fiscal Year Ended 2025 Transactions During the year ended April 30, 2025, the Company issued 13,315,850 Common Shares under the ATM Facility with proceeds net of commissions of $12.2 million.
Removed
On July 11, 2023, the Company filed a U.S.$300 million Registration Statement with the SEC, under which the Company may offer for sale, from time to time, either separately or together in any combination, equity, debt, or other securities described in the Registration Statement through the 36-month expiration period.
Removed
On August 15, 2023, the Company established an at-the-market equity offering facility (" ATM "). An ATM agreement was entered into with Jefferies LLC acting as sole sales agent (the “ Jefferies ATM Agreement ”). The Company is entitled, at its discretion and from time-to-time during the term of the Jefferies ATM Agreement, to sell Common Shares through Jefferies LLC.
Removed
The Company filed a prospectus supplement to its Registration Statement in connection with the ATM on August 16, 2023, permitting sales of Common Share for an aggregate gross sales price of up to U.S.$60 million.
Removed
Financing Activities Fiscal Year Ended 2022 Transactions On May 3, 2021, the Company issued 41,488 Common Shares pursuant to the final deferred payment for the acquisition of IPA Europe. The Common Shares were valued at $0.5 million. 35 On April 13, 2022, the Company issued 4,077,774 Common Shares pursuant to the acquisition of BioStrand.
Removed
The Common Shares were valued at $18.4 million. During the year ended April 30, 2022, the Company issued 188,000 Common Shares pursuant to the exercise of stock options for total gross proceeds of $0.6 million. A value of $0.4 million was transferred from contributed surplus to share capital as a result.
Removed
The weighted average share price at the dates the stock options were exercised was $7.95(CAD). During the year ended April 30, 2022, the Company issued 925,076 Common Shares pursuant to the exercise of warrants and finder’s warrants for total gross proceeds of $3.2 million. A value of $0.3 million was transferred from contributed surplus to share capital as a result.
Removed
During the year ended April 30, 2022, the Company issued 75,292 Common Shares with a value of $0.3 million pursuant to the conversion of $0.3 million principal balance of convertible debenture.
Removed
Fiscal Year Ended 2023 Transactions During the year ended April 30, 2023, the Company issued 263,537 Common Shares pursuant to the exercise of stock options for total gross proceeds of $0.7 million. A value of $0.8 million was transferred from contributed surplus to share capital as a result.
Removed
From May 1, 2024 through July 26, 2024, 357,760 common shares were sold under the ATM with proceeds net of commissions of $0.5 million.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeName (1) Fees earned ($) Share- based awards ($) Option- based awards ($) Non-equity incentive plan compensation ($) Pension value ($) All other compensation ($) Total ($) Mitch Levine 22,737 — 86,175 — — — 108,912 Gregory S.
Biggest changeName (1) Fees earned ($) Share- based awards ($) Option- based awards ($) Non-equity incentive plan compensation ($) Pension value ($) All other compensation ($) Total ($) Mitch Levine (2) 77,798 — — — — — 77,798 Kamil Isaev — — — — — — — Chris Buyse (4) 83,126 — — — — — 83,126 Dirk Witters 94,619 — — — — — 94,619 Barry Springer (3) 62,239 — — — — — 62,239 Notes: (1) The compensation of Dr.
Her work, resulting in several peer-reviewed publications, focused on platform development to facilitate the discovery of antibodies specifically recognizing native tumor targets. Kari Graber Ms. Graber serves as the Vice President of Commercial Services for IPA and is responsible for the overall leadership and implementation of the Project Management program throughout IPA’s global family of companies.
Her work, resulting in several peer-reviewed publications, focused on platform development to facilitate the discovery of antibodies specifically recognizing native tumor targets. Kari Graber 39 Ms. Graber serves as the Vice President of Commercial Services for IPA and is responsible for the overall leadership and implementation of the Project Management program throughout IPA’s global family of companies.
Graber, whereby if Ms. Graber’s employment with the Company is terminated without cause or she resigns for good reason, and such termination or resignation is not in connection with a Change in Control, she will receive severance pay equivalent to six (6) months of her base salary and continuation of health insurance coverage (COBRA) for six (6) months.
Graber, whereby if Ms. Graber’s employment with the Company is terminated without cause or she resigns for good reason, and such termination or resignation is not in connection with a Change in Control, she will receive severance pay equivalent to six (6) months of her base salary and continuation of health insurance 45 coverage (COBRA) for six (6) months.
Disclosure of a Reg istrant’s Action to Recover Erroneously Awarded Compensation 48 The Company has adopted an incentive compensation recovery policy effective October 2, 2023 (“ Incentive Compensation Recovery Policy ”) as required by Nasdaq listing rules and pursuant to Rule 10D-1 of the Exchange Act. The Incentive Compensation Recovery Policy is filed as Exhibit 97.1 to this Annual Report.
Disclosure of a Reg istrant’s Action to Recover Erroneously Awarded Compensation The Company has adopted an incentive compensation recovery policy effective October 2, 2023 (“ Incentive Compensation Recovery Policy ”) as required by Nasdaq listing rules and pursuant to Rule 10D-1 of the Exchange Act. The Incentive Compensation Recovery Policy is filed as Exhibit 97.1 to this Annual Report.
Graber served at Aldevron LLC, where she held a client relations management role for their antibody services platform. She holds a Bachelor of Science in Food Science & Technology and a Minor in Microbiology.
Graber served at Aldevron LLC, where she held a client relations management role for their antibody services platform. She holds a Bachelor of Science in Food Science & Technology and a Minor in Microbiology. B.
This discussion describes our compensation program for each person who acted as President and CEO, CFO and the three most highly-compensated executive officers (or three most highly-compensated individuals acting in a similar capacity), other than the CEO and the CFO, whose total compensation was more than CAD$150,000 in our last fiscal year and who was performing a policy-making function in respect of the Company (each a “ NEO ” and collectively the “ NEOs ”).
This discussion describes our compensation program for each person who acted as President and CEO, ICFO and the three most highly-compensated executive officers (or three most highly-compensated individuals acting in a similar capacity), other than the CEO and the ICFO, whose total compensation was more than CAD $150,000 in our last fiscal year and who was performing a policy-making function in respect of the Company (each a “ NEO ” and collectively the “ NEOs ”).
Bath 45 The Company has entered into a change of control agreement (the “ Change of Control Agreement ”) with Dr. Jennifer L. Bath, which provides for payments in the event of a change of control of the Company.
Jennifer L. Bath The Company has entered into a change of control agreement (the “ Change of Control Agreement ”) with Dr. Jennifer L. Bath, which provides for payments in the event of a change of control of the Company.
This section addresses our philosophy and objectives and provides a review of the process that the Board follows in deciding how to compensate the NEOs. This section also provides discussion and analysis of the Board’s specific decisions about the compensation of the NEOs for the fiscal year ended April 30, 2024.
This section addresses our philosophy and objectives and provides a review of the process that the Board follows in deciding how to compensate the NEOs. This section also provides discussion and analysis of the Board’s specific decisions about the compensation of the NEOs for the fiscal year ended April 30, 2025.
Summary Compensation Table The following table provides a summary of the compensation paid by the Company to each NEO of the Company for the financial years ended April 30, 2024, 2023, and 2022. All cash payments in the table below are made in U.S. dollars, except for Dr. Roodink’s and Dr.
Summary Compensation Table The following table provides a summary of the compensation paid by the Company to each NEO of the Company for the financial years ended April 30, 2025, 2024, and 2023. All cash payments in the table below are made in U.S. dollars, except for Dr. Roodink’s and Dr.
Please also refer to Directors and Senior Management above for further details regarding the periods of service of each of our current directors and officers. As of April 30, 2024, we did not have any service contracts with any of our independent directors.
Please also refer to Directors and Senior Management above for further details regarding the periods of service of each of our current directors and officers. As of April 30, 2025, we did not have any service contracts with any of our independent directors.
Value Vested or Earned During the Year The following table shows the incentive plan awards value vested or earned for each NEO for the fiscal year ended April 30, 2024: Name Option-based awards – Value vested during the year ($) Share-based awards – Value vested during the year ($) Non-equity incentive plan compensation – Value earned during the year ($) Dr.
Value Vested or Earned During the Year The following table shows the incentive plan awards value vested or earned for each NEO for the fiscal year ended April 30, 2025: Name Option-based awards – Value vested during the year ($) Share-based awards – Value vested during the year ($) Non-equity incentive plan compensation – Value earned during the year ($) Dr.
Advisor to the founder of New Rhein Healthcare Investors, a private equity investment firm, from July 2019 to March 2020. Director Program Management Office, Sustainable Finance for KBC Group, from December 2018 to June 2019. September 2023 38 President of the board of BioStrand BV from June 2020 to April 2022.
Advisor to the founder of New Rhein Healthcare Investors, a private equity investment firm, from July 2019 to March 2020. Director Program Management Office, Sustainable Finance for KBC Group, from December 2018 to June 2019. President of the board of BioStrand BV from June 2020 to April 2022.
The members of the Audit Committee do not have fixed terms and are appointed and replaced from time to time by resolution of the Board.] The Board has determined that Dirk Witters, Mitch Levine, and Chris Buyse each qualify as a financial expert (as defined in Item 407(d)(5)(ii) of Regulation S-K under the Exchange Act) and Rule 5605(c)(2)(A) of The Nasdaq Stock Market Rules; and (ii) is independent (as determined under Exchange Act Rule 10A-3 and Rule 5605(a)(2) of The Nasdaq Stock Market Rules).
The members of the Audit Committee do not have fixed terms and are appointed and replaced from time to time by resolution of the Board.] The Board has determined that Dirk Witters and Kamil Isaev each qualify as a financial expert (as defined in Item 407(d)(5)(ii) of Regulation S-K under the Exchange Act) and Rule 5605(c)(2)(A) of The Nasdaq Stock Market Rules; and (ii) is independent (as determined under Exchange Act Rule 10A-3 and Rule 5605(a)(2) of The Nasdaq Stock Market Rules).
Relevant Education and Experience All of the Audit Committee members are senior-level professionals with experience in financial matters; each has a broad understanding of accounting principles used to prepare financial statements and varied experience as to general application of such accounting principles. For further relevant education and experience of Messrs.
Relevant Education and Experience All of the Audit Committee members [Dirk Witters and Kamil Isaev] are senior-level professionals with experience in financial matters; each has a broad understanding of accounting principles used to prepare financial statements and varied experience as to general application of such accounting principles. For further relevant education and experience of Messrs.
At no time during or after the fiscal year ended April 30, 2024 (as of the date of this Annual Report), was the Company required to prepare an accounting restatement that required recovery of erroneously awarded compensation pursuant to the Incentive Compensation Recovery Policy and, as of April 30, 2024, there was no outstanding balance of erroneously awarded compensation to be recovered from the application of the Incentive Compensation Recovery Policy to a prior restatement. 49
At no time during or after the fiscal year ended April 30, 2025 (as of the date of this Annual Report), was the Company required to prepare an accounting restatement that required recovery of erroneously awarded 47 compensation pursuant to the Incentive Compensation Recovery Policy and, as of April 30, 2025, there was no outstanding balance of erroneously awarded compensation to be recovered from the application of the Incentive Compensation Recovery Policy to a prior restatement. 48
Directors of the Company are paid a base annual retainer for various positions, detailed below: Position Additional Annual Compensation (U.S. $) Chair/Lead Independent Director 75,000 Independent Director, on at least one Committee 60,000 Independent Director, if not on at least one Committee 50,000 Annual compensation is provided for the year beginning at the Annual General Meeting of Shareholders, and payments are made quarterly in arrears.
Directors of the Company are paid a base annual retainer for various positions, detailed below: Position Additional Annual Compensation (U.S. $) Chair/Lead Independent Director 65,000 Independent Director, on at least one Committee 45,000 Independent Director, if not on at least one Committee 40,000 Annual compensation is provided for the year beginning at the Annual General Meeting of Shareholders, and payments are made quarterly in arrears.
Com pensation Compensation for Fiscal 2024 The aggregate amount of compensation paid during the year ended April 30, 2024, directly and indirectly, including directors’ fees, to our named executive officers and directors in their capacity as such, was $3.2 million (Fiscal 2023: $5.4 million).
Com pensation Compensation for Fiscal 2025 The aggregate amount of compensation paid during the year ended April 30, 2025, directly and indirectly, including directors’ fees, to our named executive officers and directors in their capacity as such, was $2.9 million (Fiscal 2024: $3.2 million).
The average daily exchange rates on the relevant date as reported by the Bank of Canada are: Bank of Canada USD/CAD Average Daily Exchange Rate April 30, 2024 1.3746 April 30, 2023 1.3578 April 30, 2022 1.2792 Bank of Canada EUR/CAD Average Daily Exchange Rate April 30, 2024 1.4695 April 30, 2023 1.3578 April 30, 2022 1.3492 41 Non-equity incentive plan compensation (1) ($) Name and principal position Year Salary ($) Share-based awards ($) Option-based awards ($) Annual incentive plans Long-term incentive plans Pension value ($) All other compensation ($) Total compensation ($) Dr.
The average daily exchange rates on the relevant date as reported by the Bank of Canada are: Bank of Canada USD/CAD Average Daily Exchange Rate April 30, 2025 1.3812 April 30, 2024 1.3746 April 30, 2023 1.3578 Bank of Canada EUR/CAD Average Daily Exchange Rate April 30, 2025 1.5687 April 30, 2024 1.4695 April 30, 2023 1.3578 40 Non-equity incentive plan compensation (1) ($) Name and principal position Year Salary ($) Share-based awards ($) Option-based awards ($) Annual incentive plans Long-term incentive plans Pension value ($) All other compensation ($) Total compensation ($) Dr.
The table below sets forth the number of Common Shares beneficially owned by the NEOs named in this Annual Report as well as our directors and executive officers as of July 24, 2024.
The table below sets forth the number of Common Shares beneficially owned by the NEOs named in this Annual Report as well as our directors and executive officers as of July 25, 2025.
E mployees The following table sets forth the number of employees we had at the end of each fiscal period: Fiscal Year Ended Full Time Part Time Total April 30, 2022 66 19 85 April 30, 2023 82 20 102 April 30, 2024 72 29 101 None of our employees are members in a labor union. E.
E mployees The following table sets forth the number of employees we had at the end of each fiscal period: Fiscal Year Ended Full Time Part Time Total April 30, 2023 82 20 102 April 30, 2024 72 29 101 April 30, 2025 81 21 102 None of our employees are members in a labor union. E.
Graber an annual bonus payable upon achievement of targets mutually agreed to with the Chief Business Officer. During 2022, the Board approved an adjustment to Ms. Graber’s base salary to U.S.$200,000 per annum and an annual bonus of 30% of base salary. Dr. Ilse Roodink Dr.
Graber an annual bonus payable upon achievement of targets mutually agreed to with the Chief Business Officer. During 2022, the Board approved an adjustment to Ms. Graber’s base salary to U.S.$200,000 per annum and an annual bonus of 30% of base salary. During fiscal year 2025, the Board approved an adjustment to Ms.
Barry Duplantis 118,633 — — Kari Graber 118,633 — — 43 Director Compensation Table The following table provides a summary of compensation paid by the Company to each director of the Company for the financial year ended April 30, 2024. Cash payments are made in U.S. dollars, translated using the USD/CAD average daily exchange rate on April 30, 2024.
Barry Duplantis — — — Kari Graber 39,543 — — 42 Director Compensation Table The following table provides a summary of compensation paid by the Company to each director of the Company for the financial year ended April 30, 2025. Cash payments are made in U.S. dollars, translated using the USD/CAD average daily exchange rate on April 30, 2025.
Witters was the Director Program Management Office, Sustainable Finance for KBC Group from December 2018 to June 2019; and the president of the Board of BioStrand BV from June 2020 to April 2022. Kristin Taylor Ms.
Witters was the Director Program Management Office, Sustainable Finance for KBC Group from December 2018 to June 2019; and the president of the Board of BioStrand BV from June 2020 to April 2022. Kamil Isaev Mr.
Bath would have been entitled to receive pursuant to the Change of Control Agreement (assuming the continuation of coverage under all applicable Benefits Plans) if an Involuntary Termination had occurred on April 30, 2024: Change of control compensation based on salary, guaranteed bonus, and discretionary bonus ($) Entitlements under incentive plans Total ($) 2,722,090 — 2,722,090 Kristin Taylor The Board has approved an amendment to the employment agreement with Ms.
Bath would have been entitled to receive pursuant to the Change of Control Agreement (assuming the continuation of coverage under all applicable Benefits Plans) if an Involuntary Termination had occurred on April 30, 2025: Change of control compensation based on salary, guaranteed bonus, and discretionary bonus ($) Entitlements under incentive plans Total ($) 706,064 — 706,064 Kari Graber The Board has approved an amendment to the employment agreement with Ms.
We had seven (7) NEOs during the fiscal year ended April 30, 2024, namely: Mitch Levine, Executive Chairman and Director; Dr. Jennifer Bath, CEO; Kristin Taylor, CFO; Brad McConn, former CFO; Dr. Ilse Roodink, CSO; Dr. Barry Duplantis, former Vice President of Client Relations; and Kari Graber, Vice President of Commercial Services.
We had seven (7) NEOs during the fiscal year ended April 30, 2025, namely: Dr. Jennifer Bath, CEO; Joseph Scheffler, ICFO; Kristin Taylor, former CFO; Brad McConn, former CFO; Dr. Ilse Roodink, CSO; Dr. Barry Duplantis, former Vice President of Client Relations; and Kari Graber, Vice President of Commercial Services.
Kristin Taylor Minnesota, United States CFO N/A September 2023 Dr. Ilse Roodink Loenen, Netherlands CSO N/A July 2021 Kari Graber North Dakota, United States Vice President of Commercial Services N/A November 2021 (8) Notes: (1) Dr. Bath, who has been CEO and President since February 2018 and was appointed Director in May 2018.
September 2023 Joseph Scheffler Florida, United States Interim CFO N/A February 2025 Dr. Ilse Roodink Loenen, Netherlands CSO N/A July 2021 Kari Graber North Dakota, United States Vice President of Commercial Services N/A November 2021 (6) 38 Notes: (1) Dr. Bath, who has been CEO and President since February 2018 and was appointed Director in May 2018.
Audit Committee Disclosure The Audit Committee’s Charter Our directors have adopted a Charter for the Audit Committee, which sets out the Audit Committee’s mandate, organization, powers and responsibilities. The full text of our Audit Committee Charter is available on request from us.
Audit Committee Disclosure The Audit Committee’s Charter Our directors have adopted a Charter for the Audit Committee, which sets out the Audit Committee’s mandate, organization, powers and responsibilities. The full text of our Audit Committee Charter is available on request from us. Composition of the Audit Committee The members of the Audit Committee are Dirk Witters (Chair) and Kamil Isaev.
Share Ownership As of July 24, 2024, the NEOs named in this Annual Report as well as our current directors and executive officers, as a group, beneficially owned a total of 372,810 Common Shares, representing beneficial ownership of 1% of the Common Shares.
Share Ownership As of July 25, 2025, the NEOs named in this Annual Report as well as our current directors and executive officers, as a group, beneficially owned a total of 509,610 Common Shares, representing beneficial ownership of 1% of the Common Shares.
Cash payments are made upon approval by the Board in the fiscal quarter following year-end. (2) Dr. Bath received no compensation in her capacity as director of the Company. (3) Mr. McConn was acting as CFO until September 29, 2023. Ms. Taylor was appointed as interim CFO on September 19, 2023, and was employed though a consulting firm.
Cash payments are made upon approval by the Board in the fiscal quarter following year-end. (2) Dr. Bath received no compensation in her capacity as director of the Company. (3) Ms. Taylor was acting as CFO until January 16, 2025. Mr. Scheffler was appointed as interim CFO on February 1, 2025, and was employed through a consulting firm.
The persons listed below are deemed to be the beneficial owners of Common Shares underlying options that are exercisable within 60 days from the above date, including “out-of-the money” options. The percentages shown below are based on 27,302,260 outstanding Common Shares as of July 24, 2024.
The persons listed below are deemed to be the beneficial owners of Common Shares underlying options that are exercisable within 60 days from the above date, including “out-of-the money” options. The percentages shown below are based on 46,154,118 outstanding Common Shares as of July 25, 2025.
Composition of the Remuneration and Nomination Committee The members of the Remuneration and Nomination Committee are Chris Buyse (Chair), Barry A. Springer and Dirk Witters, all of whom are independent directors. D.
Composition of the Remuneration and Nomination Committee The members of the Remuneration and Nomination Committee are Dirk Witters (Chair) and Kamil Isaev, all of whom are independent directors. D.
Barry Duplantis — — — — — — — — Kari Graber 09/01/2020 10,000 8.500 09/01/2025 59,750 — — 59,750 02/19/2023 50,000 4.100 (1) 02/19/2028 177,950 16,667 59,318 118,632 Note: (1) Price in USD.
Barry Duplantis — — — — — — — — Kari Graber 09/01/2020 10,000 8.500 09/01/2025 59,750 — — 59,750 02/19/2023 50,000 4.100 (1) 02/19/2028 177,950 — — 177,950 8/3/2025 60,000 0.860 (1) 8/3/2034 62,400 60,000 62,400 — Note: (1) Price in USD.
Bath will be entitled to the equivalent of 12 months’ salary. During 2022, the Board approved an adjustment to Dr. Bath’s base salary to U.S.$535,080 per annum and annual bonus of 100% of base salary with U.S.$200,000 guaranteed. Kari Graber Ms.
Bath’s base salary to U.S.$535,080 per annum and annual bonus of 100% of base salary with U.S.$200,000 guaranteed. During fiscal year 2025, the Board approved an adjustment to Dr. Bath’s base salary to U.S.$635,000 per annum and annual bonus of 70% of base salary. Kari Graber Ms.
Ilse 01/06/2021 15,000 20.300 01/06/2026 175,545 — — 175,545 Roodink 01/07/2022 50,000 7.940 01/07/2027 247,800 — — 247,800 02/19/2023 40,000 4.100 (1) 02/19/2028 142,360 13,333 47,452 94,908 Dr.
Ilse 01/06/2021 15,000 20.300 01/06/2026 175,545 — — 175,545 Roodink 01/07/2022 50,000 7.940 01/07/2027 247,800 — — 247,800 02/19/2023 40,000 4.100 (1) 02/19/2028 142,360 — — 142,360 8/3/2025 105,000 0.860 (1) 8/3/2034 109,200 105,000 109,200 — Dr.
Jennifer L. 09/01/2020 210,000 8.500 09/01/2025 1,254,750 — — 1,254,750 Bath 01/07/2022 120,000 7.940 01/07/2027 594,720 — — 594,720 02/19/2023 300,452 4.100 (1) 02/19/2028 1,069,309 100,151 356,437 712,871 Kristin Taylor — — — — — — — — Brad McConn — — — — — — — — Dr.
Jennifer L. 09/01/2020 210,000 8.500 09/01/2025 1,254,750 — — 1,254,750 Bath 01/07/2022 120,000 7.940 01/07/2027 594,720 — — 594,720 02/19/2023 300,452 4.100 (1) 02/19/2028 1,069,310 — — 1,069,309 8/3/2025 270,000 0.860 (1) 8/3/2034 280,800 270,000 280,800 — Kristin Taylor — — — — — — — — Joseph Scheffler — — — — — — — — Dr.
She obtained a Ph.D. in Cellular and Molecular Biology, specializing in immunology and biochemistry with a focus on discovering and validating biologics for the prevention and treatment of neglected tropical diseases. Dr.
The following are brief biographies of our directors and executive officers. Dr. Jennifer Bath Dr. Bath is the CEO and President of IPA. She obtained a Ph.D. in Cellular and Molecular Biology, specializing in immunology and biochemistry with a focus on discovering and validating biologics for the prevention and treatment of neglected tropical diseases. Dr.
Ilse Roodink entered into an executive employment agreement with the Company on July 1, 2021, which became effective on July 1, 2021, pursuant to which Dr. Roodink is paid €143,400 per annum for providing services as CSO of the Company. The Company will pay Dr. Roodink an annual bonus payable upon achievement of targets mutually agreed to with the CEO.
Graber’s base salary to U.S.$240,000 per annum and an annual bonus of 30% of base salary. Dr. Ilse Roodink Dr. Ilse Roodink entered into an executive employment agreement with the Company on July 1, 2021, which became effective on July 1, 2021, pursuant to which Dr. Roodink is paid €143,400 per annum for providing services as CSO of the Company.
Barry Duplantis 2024 — — — — — — — 2023 3.559 50,000 177,950 4.100 (1) 4.100 (1) 5.00 3.57 % 2022 4.956 25,000 123,898 7.940 7.940 5.00 1.42 % Dr.
Barry Duplantis 2025 — — — — — — — 2024 — — — — — — — 2023 3.559 50,000 177,950 4.100 (1) 4.100 (1) 5.00 3.57 % Dr.
Pre-Approval Policies and Procedures Under its charter, the Audit Committee is required to pre-approve all non-audit services to be performed by the external auditors in relation to us, together with approval of the engagement letter for such non-audit services and estimated fees thereof.
Audit Committee Oversight At no time during this past fiscal year have any recommendations by the Audit Committee respecting the appointment and/or compensation of our external auditors not been adopted by the Board. 46 Pre-Approval Policies and Procedures Under its charter, the Audit Committee is required to pre-approve all non-audit services to be performed by the external auditors in relation to us, together with approval of the engagement letter for such non-audit services and estimated fees thereof.
Director Outstanding Share-based Awards and Option-based Awards The following table of compensation securities provides a summary of all compensation securities outstanding to each director as of April 30, 2024. 44 Option-based awards Share-based awards Name Issuance date Number of securities underlying unexercised options (#) Option exercise price ($) Option expiration date Value of unexercised in-the- money options ($) Number of shares or units of shares that have not vested (#) Market or payout value of share- based awards that have not vested ($) Market or payout value of vested share-based awards not paid out or distributed ($) Mitch Levine 1/19/2024 60,000 1.480 (1) 1/19/2029 86,175 54,444 78,196 7,979 Dr.
Option-based awards Share-based awards Name Issuance date Number of securities underlying unexercised options (#) Option exercise price ($) Option expiration date Value of unexercised in-the- money options ($) Number of shares or units of shares that have not vested (#) Market or payout value of share- based awards that have not vested ($) Market or payout value of vested share-based awards not paid out or distributed ($) Dirk Witters 1/19/2024 60,000 1.480 (1) 1/19/2029 86,175 21,111 31,244 54,931 Dr.
Outstanding Equity Awards at April 30, 2024 The following table sets forth information concerning all the outstanding equity awards held by each NEO as at April 30, 2024.
(2) Ms. Taylor resigned effective January 16, 2025. (3) Mr. McConn resigned effective September 29, 2023. Outstanding Equity Awards at April 30, 2024 The following table sets forth information concerning all the outstanding equity awards held by each NEO as at April 30, 2025.
Taylor serves as the CFO for IPA and is responsible for overseeing the financial strategy and reporting to ensure compliance with regulations, optimizing capital allocation to support growth, and providing financial leadership.
Scheffler serves as the interim CFO for IPA and is responsible for overseeing the financial strategy and reporting to ensure compliance with regulations, optimizing capital allocation to support growth, and providing financial leadership. He previously worked for Ernst & Young and has held executive positions of CFO, Vice President of Finance and Corporate Treasurer.
Shareholdings of Directors and Executive Officers Name of Beneficial Owner Common Shares Held Exercisable Options Convertible RSUs Exercisable Warrants Number of Common Shares Beneficially Owned Percent of Outstanding Common Shares Dr. Jennifer Bath 248,818 530,301 — — 248,818 0.91 % Kristin Taylor 10,000 — — — 10,000 0.04 % Dr.
Shareholdings of Directors and Executive Officers Name of Beneficial Owner Common Shares Held Exercisable Options Convertible RSUs Exercisable Warrants Number of Common Shares Beneficially Owned Percent of Outstanding Common Shares Dr. Jennifer Bath 498,118 630,452 — — 498,118 1.08 % Joseph Scheffler — — — — — 0.00 % Dr.
Bath is paid U.S.$350,000 per annum for providing services as CEO of the Company. The Company will pay Dr. Bath a guaranteed annual bonus of U.S.$150,000 and a U.S.$200,000 annual bonus payable upon achievement of performance targets mutually agreed to with the Board. In the event of termination without cause, Dr.
Bath a guaranteed annual bonus of U.S.$150,000 and a U.S.$200,000 annual bonus payable upon achievement of performance targets mutually agreed to with the Board. In the event of termination without cause, Dr. Bath will be entitled to the equivalent of 12 months’ salary. During 2022, the Board approved an adjustment to Dr.
Witters founded Conanti Consult BV in 2019, an advisory boutique, where he, among other things, advises on the execution of acquisitions and capital raising assignments. Prior to that, Mr. Witters also served as an advisor to the founder of New Rhein Healthcare Investors, a private equity investment firm from July 2019 to March 2020. In addition, Mr.
Witters also served as an advisor to the founder of New Rhein Healthcare Investors, a private equity investment firm from July 2019 to March 2020. In addition, Mr.
Bath did not receive any compensation for her role as a director of the Company. (2) Ceased to be board member November 9, 2024.
Jennifer L. Bath, a director and the CEO and President of the Company, is set out in the summary compensation table above. Dr. Bath did not receive any compensation for her role as a director of the Company. (2) Ceased to be a board member November 14, 2024 after not standing for reelection.
Bath (2) 2024 731,989 — — 273,353 — — — 1,005,342 CEO, 2023 713,558 — 1,069,310 678,031 — — — 2,460,899 President, and Director 2022 648,659 — 594,711 613,112 — — — 1,856,482 Kristin Taylor (3) CFO 2024 533,477 — — — — — — 533,477 Brad McConn (3) 2024 188,613 — — — — — — 188,613 Former CFO 2023 400,462 — 213,540 167,274 — — — 781,276 2022 219,596 — 148,678 64,440 — — — 432,714 Dr.
Bath (2) 2025 877,062 — 280,800 — — — — 1,157,862 CEO, 2024 731,989 — — 273,353 — — — 1,005,342 President, and Director 2023 713,558 — 1,069,310 678,031 — — — 2,460,899 Joseph Scheffler (3) Interim CFO 2025 146,929 — — — — — — 146,929 Brad McConn (4) 2025 — — — — — — — — Former CFO 2024 188,613 — — — — — — 188,613 2023 400,462 — 213,540 167,274 — — — 781,276 Dr.
Ilse Roodink 2024 — — — — — — — 2023 3.559 40,000 142,360 4.100 (1) 4.100 (1) 5.00 3.57 % 2022 4.956 50,000 247,796 7.940 7.940 5.00 1.42 % Kari Graber 2024 — — — — — — — 2023 3.559 50,000 177,950 4.100 (1) 4.100 (1) 5.00 3.57 % 2022 — — — — — — — Notes: (1) Price in USD.
Ilse Roodink 2025 1.040 105,000 109,200 0.860 0.860 10.00 2.88 % 2024 — — — — — — — 2023 3.559 40,000 142,360 4.100 (1) 4.100 (1) 5.00 3.57 % Kari Graber 2025 1.040 60,000 62,400 0.860 0.860 10.00 2.88 % 2024 — — — — — — — 2023 3.559 50,000 177,950 4.100 (1) 4.100 (1) 5.00 3.57 % 41 Notes: (1) Price in USD.
She is a CPA (inactive) and holds a BSB degree in Accounting and an MBA, with concentrations in Finance and Strategic Management, from the University of Minnesota’s Carlson School of Management. Dr. Ilse Roodink Dr. Roodink serves as CSO of IPA, supporting the company’s global research and development teams.
His background includes 30 years of experience and blends publicly traded company operations with successful startup ventures. He holds a BS degree in Accounting and an MBA, with concentrations in Finance and Strategic Management, from the Loyola University of Chicago. Dr. Ilse Roodink Dr. Roodink serves as CSO of IPA, supporting the company’s global research and development teams.
(2) Member of the Audit and Risk Committee. (3) Member and Chair of the Audit and Risk Committee (4) Member of the Remuneration and Nomination Committee. (5) Member and Chair of the Remuneration and Nomination Committee (6) Member of the Corporate Governance Committee. (7) Member and Chair of the Corporate Governance Committee. (8) Ms.
(2) Member of the Audit and Risk Committee. (3) Member and Chair of the Audit and Risk Committee (4) Member of the Compensation, Nomination and Governance Committee. (5) Member and Chair of the Compensation, Nomination and Governance Committee (6) Ms. Graber has been working for the Company since May 2018.
Barry Duplantis 2024 176,392 — — — — — — 176,392 Former VP of Client Relations 2023 287,879 — 177,950 155,106 — — — 620,935 2022 180,330 — 123,898 82,872 — — — 387,100 Kari Graber 2024 273,599 — — — — — — 273,599 VP of Commercial 2023 262,395 — 177,950 76,312 — — — 516,657 Services 2022 223,860 — — 53,623 — — — 277,483 Lisa Helbling (4) 2023 131,163 — — — — — — 131,163 Former CFO 2022 422,136 — 37,926 215,840 — — — 675,902 Notes: (1) Non-equity incentive plan compensation includes bonuses earned during the financial year and payable as of the year-end date.
Barry Duplantis 2025 — — — — — — — — VP of Client Relations 2024 176,392 — — — — — — 176,392 2023 287,879 — 177,950 155,106 — — — 620,935 Kari Graber 2025 331,488 — 62,400 — — — — 393,888 VP of Commercial 2024 273,599 — — — — — — 273,599 Services 2023 262,395 — 177,950 76,312 — — — 516,657 Kristin Taylor (3) 2025 259,103 — 212,958 — — — — 472,061 Former CFO 2024 533,477 — — — — — — 533,477 Notes: (1) Non-equity incentive plan compensation includes bonuses earned during the financial year and payable as of the year-end date.
Bath 2024 — — — — — — — 2023 3.559 300,452 1,069,310 4.100 (1) 4.100 (1) 5.00 3.57 % 2022 4.956 120,000 594,711 7.940 7.940 5.00 1.42 % Kristin Taylor (2) 2024 — — — — — — — Brad McConn (3) 2024 — — — — — — — 2023 3.559 60,000 213,540 4.100 (1) 4.100 (1) 5.00 3.57 % 2022 4.956 30,000 148,678 7.940 7.940 5.00 1.42 % Dr.
Bath 2025 1.040 270,000 280,800 0.860 0.860 10.00 2.88 % 2024 — — — — — — — 2023 3.559 300,452 1,069,310 4.100 (1) 4.100 (1) 5.00 3.57 % Kristin Taylor (2) 2025 1.040 204,767 212,958 0.860 0.860 — — 2024 — — — — — — — Brad McConn (3) 2025 — — — — — — — 2024 — — — — — — — 2023 3.559 60,000 213,540 4.100 (1) 4.100 (1) 5.00 3.57 % Dr.
Ilse Roodink 2024 276,930 — — — — — — 276,930 CSO 2023 298,419 — 142,360 78,297 — — — 519,076 2022 186,426 — 247,796 79,936 — — — 514,158 Dr.
Ilse Roodink 2025 372,924 — 109,200 — — — — 482,124 CSO 2024 276,930 — — — — — — 276,930 2023 298,419 — 142,360 78,297 — — — 519,076 Dr.
Jennifer L. Bath 09/01/2020 210,000 8.500 09/01/2025 1,254,750 — — 1,254,750 01/07/2022 120,000 7.940 01/07/2027 594,720 — — 594,720 02/19/2023 300,452 4.100 (1) 02/19/2028 1,069,309 100,151 356,437 712,871 Chris Buyse 1/19/2024 60,000 1.480 (1) 1/19/2029 86,175 54,444 78,196 7,979 Dr. Barry A.
Jennifer L. Bath 09/01/2020 210,000 8.500 09/01/2025 1,254,750 — — 1,254,750 01/07/2022 120,000 7.940 01/07/2027 594,720 — — 594,720 02/19/2023 300,452 4.100 (1) 02/19/2028 1,069,309 — — 1,069,309 8/3/2025 270,000 0.860 (1) 8/3/2034 232,200 270,000 232,200 Kamil Isaev — — — — — — — — Note: (1) Price in USD. Employment, Consulting and Management Agreements Dr. Jennifer L.
During 2022, the Board approved an adjustment to Dr. Roodink’s base salary to U.S.$240,115 and an annual bonus of 40% of base salary. Kristin Taylor Ms. Taylor entered into an executive employment agreement with the Company on June 16, 2024 (the “ Kristin Taylor Employment Agreement ”) pursuant to which Ms.
The Company will pay Dr. Roodink an annual bonus payable upon achievement of targets mutually agreed to with the CEO. During 2022, the Board approved an adjustment to Dr. Roodink’s base salary to U.S.$240,115 and an annual bonus of 40% of base salary. During fiscal year 2025, the Board approved an adjustment to Dr.
Fees earned in the Director Compensation Table reflect cash compensation during the fiscal year ended April 30, 2024.
Fees earned in the Director Compensation Table reflect cash compensation during the fiscal year ended April 30, 2025. 43 Director Outstanding Share-based Awards and Option-based Awards The following table of compensation securities provides a summary of all compensation securities outstanding to each director as of April 30, 2025.
Compensation for her services as a director is reflected in the Director Compensation Table. The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options on their grant date. The Company applies this methodology to value the stock options as accurately as possible using observable market inputs.
The Company applies this methodology to value the stock options as accurately as possible using observable market inputs.
Taylor is paid U.S.$400,000 per annum for providing services as CFO of the Company. The Company will pay Ms. Taylor an annual bonus payable upon achievement of targets mutually agreed to with the CEO targeted at 40% of base salary.
Bath Dr. Jennifer L. Bath entered into an executive employment agreement with the Company on February 7, 2018, pursuant to which Dr. Bath is paid U.S.$350,000 per annum for providing services as CEO of the Company. The Company will pay Dr.
Dirk Witters, Mitch Levine, and Chris Buyse refer to their respective biographies.
Dirk Witters and Kamil Isaev refer to their respective biographies. See Item 6.A – Directors and Senior Management - Directors, Senior Management and Employees .
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February 2018 (1) Mitch Levine (2) (7) California , United States Chairman of the Board and Director CEO of SmartHealth Dx. November 2022 to 2024. Chief Financial Officer of Oncocyte Corporation, a molecular diagnostic company from 2017 to 2022.
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February 2018 (1) Kamil Isaev (2) (5) Oregon, United States Director 30 years of expertise in AI, semiconductor technologies, and global R&D operations venture Leadership roles at Intel, Dell EMC, Align Technology Partner at ABRT VC; providing investors with data-driven insights to identify high-potential opportunities February 2025 Dirk Witters (3) (4) Beveren, Belgium Chair of the Board and Director Founder of Conanti Consult BV, an advisory boutique since 2019.
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November 2023 Chris Buyse (2) (5) (6) Oostduinkerke, Belgium Director Board member and Chairman of the Audit Committee of Inventiva SA since January 2017. Board member and member of the Audit Committee of Hyloris Pharmaceuticals since December 2020. Co-founder and board member of FUND+ NV/SA, since July 2014. September 2023 Barry A.
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In addition, she served as a key technical specialist, converting challenges for pharmaceutical and biotechnology clients into operational initiatives. Dirk Witters Mr. Witters founded Conanti Consult BV in 2019, an advisory boutique, where he, among other things, advises on the execution of acquisitions and capital raising assignments. Prior to that, Mr.
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Springer (4) (6) Delaware, United States Director Principal at Springer Bio-Tech Consulting, LLC since May 2021. Vice President of Janssen Pharmaceuticals BioTherapeutic Strategy, Technology, Operations and External Innovation from 2011 to 2020. September 2023 Dirk Witters (3) (4) Beveren, Belgium Director Founder of Conanti Consult BV, an advisory boutique since 2019.
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Isaev has over 30 years of expertise in AI, semiconductor technologies, and global R&D operations, and has held leadership roles at Intel, Dell EMC, Align Technology, and ABRT VC. Mr.
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Graber has been working for the Company since May 2018. The following are brief biographies of our directors and executive officers. Dr. Jennifer Bath Dr. Bath is the CEO and President of IPA.
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Isaev currently serves as a Venture Partner at ABRT VC, where he leads the ABRT AI Lab and the VC Score project, developing AI-powered evaluation models to assess and rank AI startups, providing investors with data-driven insights to identify high-potential opportunities.
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In addition, she served as a key technical specialist, converting challenges for pharmaceutical and biotechnology clients into operational initiatives. Mitch Levine Mr. Levine was CEO of SmartHealth Dx from November 2022 to February 2024. He has orchestrated mission-critical financial strategies to enhance corporate value and strengthen operating performance for public and private companies in the life sciences industry.
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His role at ABRT VC is focused on bridging cutting-edge AI research with commercialization strategies, helping AI-driven companies refine their go-to-market approach and maximize scalability. .Mr. Isaev is also a member of IEEE, a guest lecturer at leading universities, and a frequent speaker at AI and semiconductor industry conferences.
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From 2017 to 2022, he led Oncocyte Corporation, a molecular diagnostic company, as their Chief Financial Officer. From 2000 to 2017, Mr. Levine was Founder and Managing Member of Enable Capital Management, LLC, providing growth capital to small and mid-sized public and private companies. Chris Buyse Mr.
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He holds an MSc and PhD in Physics (Plasma Physics and Plasma Chemistry) from Moscow State University and has authored over 30 scientific publications in plasma physics and semiconductor technology. Joseph Scheffler Mr.
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Buyse is currently a board member and chairman of the audit committee of Inventiva SA, a dual-listed company on Euronext Paris and Nasdaq since January 2017, and a board member and member of the audit committee of Hyloris Pharmaceuticals SA a company listed on Euronext Brussels since December 2020. Mr.
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His salary represents compensation paid to the consulting firm. (4) Mr. McConn was acting as CFO of the Company until September 29, 2023. The Company uses the Black-Scholes option pricing model to calculate the fair value of stock options on their grant date.
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Buyse has extensive experience in capital raising endeavours having co-founded FUND+ NV/SA in July 2014, a private fund, investing in companies in the life sciences sector with a European focus, where he is currently a board member. Prior to these roles, Mr.
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Jennifer L. Bath 237,623 — — Kristin Taylor 18,344 — — Joseph Scheffler — — — Dr. Ilse Roodink 31,635 — — Dr.
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Buyse was a member of the board and chair of the audit committee of Celyad Oncology SA (listed on the Euronext and Nasdaq) from January 2008 until December 2022. Mr. Buyse was also a board member of eyeDPharma SA and of cellaïon SA, both from March 2019 to June 2023. Barry A. Springer 39 Since May 2021, Mr.
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(3) Ceased to be board member January 22, 2025. (4) Ceased to be a board member February 16, 2025.
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Springer is the principal at Springer Bio-Tech Consulting, LLC. Prior to that, Mr. Springer was Vice President of Janssen Pharmaceuticals BioTherapeutic Strategy, Technology, Operations and External Innovation from 2011 until his retirement in 2020. Dirk Witters Mr.
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Roodink’s base salary to U.S.$270,000 per annum and an annual bonus of 40% of base salary. Joseph Scheffler Mr. Scheffler was appointed Interim CFO on February 1, 2025, as the Company engaged a professional services consulting firm.
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She has over 30 years of experience ranging from large growth companies, including Medtronic and Prime Therapeutics, to developing and implementing critical finance and funding strategies for early-stage biotechnology and medical device companies. Prior to her corporate roles, she worked in public accounting.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

6 edited+0 added−6 removed4 unchanged
Biggest changeThe Company has determined these payments relate to post-acquisition services because they are contingent on the employment of two key employees and will be expensed in the period earned. As of April 30, 2024, the Company's unpaid commitment related to the BioStrand earnout is €12.0 million.
Biggest changeThe Company has determined these payments relate to post-acquisition services because they are contingent on the employment of two key employees and will be expensed in the period earned. As of April 30, 2025, no amount has been earned or paid on the Company's contingent earnout related to the BioStrand acquisition. C. Interests of Expert s and Counsel Not applicable.
Related Party Transactions To our knowledge, none of our directors or executive officers, nor any of our subsidiaries or insiders, nor any of our shareholders owning more than 10% of our voting shares, and no person with ties to any of the aforementioned, nor any member of the same group, has had or expects to have an interest in any transactions concluded since the beginning of our fiscal year ended April 30, 2022 that has had or could have a material impact on us, or in any projected transactions, except as described below.
Related Party Transactions To our knowledge, none of our directors or executive officers, nor any of our subsidiaries or insiders, nor any of our shareholders owning more than 10% of our voting shares, and no person with ties to any of the aforementioned, nor any member of the same group, has had or expects to have an interest in any transactions concluded since the beginning of our fiscal year ended April 30, 2023 that has had or could have a material impact on us, or in any projected transactions, except as described below.
Fiscal Year Ended 2024 The share purchase agreement related to the acquisition of BioStrand includes contingent earnout payments based on 20% of the EBITDA of BioStrand, as defined in the share purchase agreement, over a 7-year period, which shall not exceed in total €12.0 million.
Fiscal Year Ended 2025 The share purchase agreement related to the acquisition of BioStrand includes contingent earnout payments based on 20% of the EBITDA of BioStrand, as defined in the share purchase agreement, over a 7-year period, which shall not exceed in total €12.0 million.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Sh areholders To our best knowledge, the following are our only shareholders that beneficially own, directly or indirectly, or exercise control over, shares carrying more than 5% of the outstanding voting rights attached to our Common Shares as of July 26, 2024.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major Sh areholders To our best knowledge, the following are our only shareholders that beneficially own, directly or indirectly, or exercise control over, shares carrying more than 5% of the outstanding voting rights attached to our Common Shares as of July 25, 2025.
Name of Shareholder Number of Common Shares Percentage of Common Shares Charmquark TWEE 1,565,865 5.81 % Charmquark EEN 1,565,865 5.81 % On April 14, 2022, the Company completed the acquisition of control over BioStrand BV, BioKey BV, and BioClue BV (hereinafter collectively referred to as “ BioStrand ”), a group of Belgian biotech entities and pioneers in the field of bioinformatics and biotechnology, through its wholly owned subsidiary ImmunoPrecise Netherlands BV.
Name of Shareholder Number of Common Shares Percentage of Common Shares Charmquark TWEE 1,828,365 3.96 % Charmquark EEN 1,828,365 3.96 % On April 14, 2022, the Company completed the acquisition of control over BioStrand BV, BioKey BV, and BioClue BV (hereinafter collectively referred to as “ BioStrand ”), a group of Belgian biotech entities and pioneers in the field of bioinformatics and biotechnology, through its wholly owned subsidiary ImmunoPrecise Netherlands BV.
As of July 26, 2024, each of Charmquark TWEE and Charmquark EEN own approximately 5.81% of our outstanding Common Shares, and as a group 11.62%, as reported in the Amendment No. 1 to Schedule 13G filed by Charmquark TWEE and Charmquark EEN with the SEC on December 24, 2023.
As of December 31, 2024, each of Charmquark TWEE and Charmquark EEN own approximately 3.96% of our outstanding Common Shares, and as a group 7.92%, as reported in the Amendment No. 2 to Schedule 13G filed by Charmquark TWEE and Charmquark EEN with the SEC on January 24, 2025.
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Fiscal Year Ended 2022 On April 13, 2022, the Company acquired all the issued and outstanding shares of BioStrand B.V., BioKey B.V., BioClue B.V. and Idea Family B.V.
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(collectively “BioStrand”) on terms as follows: €2.7 million (CAD $3.7 million) was paid in cash on closing; 4,077,774 common shares of the Company were issued on closing; Deferred cash payment of €0.5 million (CAD$0.7 million) to be paid 90 days subsequent to closing; and Deferred cash payment of €0.5 million (CAD$0.6 million) to be paid over 3 years on the anniversary of the closing date.
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The fair value of the 4,077,774 common shares issued ($29.1 million) was determined based on the Canadian dollar equivalent of the consideration required of €21.3 million pursuant to the share purchase agreement using the closing stock price at the date of the acquisition.
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The common shares are subject to an escrow agreement and will be released to the vendors on the following schedule: 15% one year after closing, 20% two years after closing, and 65% three years after closing. The share purchase agreement related to the acquisition of BioStrand includes contingent earnout payments (see Note 18).
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BioStrand focuses on technology in the field of bioinformatics and biotechnology related to the identification of characteristic biological sequences in proteins, RNA and DNA, and their different information layers, the development of a knowledge base 50 containing these characteristic biological sequences and information layers, and the use of this database to process biological sequences and compare processed biological sequences.
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The acquisition provides the Company with advanced omics capabilities to enhance its antibody discovery processes and offer multi-omics data analysis to its clients. C. Interests of Expert s and Counsel Not applicable.