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EpicQuest Education Group International Ltd

EpicQuest Education Group International LtdEEIQ财报

Nasdaq · 教育服务

What changed in EpicQuest Education Group International Ltd's 20-F — 2024 vs 2025

Top changes in EpicQuest Education Group International Ltd's 2025 20-F

313 paragraphs added · 277 removed · 234 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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If our common shares are delisted from the Nasdaq Capital Market at some later date or become subject to the penny stock regulations, it is likely that the price of our shares would decline and that our shareholders would find it difficult to sell their shares.
If our common shares are delisted from the Nasdaq Capital Market at some later date or become subject to the penny stock regulations, it is likely that the price of our common shares would decline and that our shareholders would find it difficult to sell their shares.
The market price for our shares may be volatile. The trading prices of our common shares is volatile and could fluctuate widely due to factors beyond our control.
The market price for our common shares may be volatile. The trading prices of our common shares is volatile and could fluctuate widely due to factors beyond our control.
Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred.
Accordingly, shareholders may have fewer alternatives available to them if they believe that corporate wrongdoing has occurred.
This means that even if shareholders were to sue us successfully, they may not be able to recover anything to make up for the losses suffered.
This means that even if shareholders were to sue us successfully, they may not be able to recover anything to make up for the losses suffered.
The principal protection under statutory law is that shareholders may bring an action to enforce the constitutional documents of the company (i.e. the Memorandum and Articles of Association) as shareholders are entitled to have the affairs of the company conducted in accordance with the BVI Act and the Memorandum and Articles of Association of the company.
The principal protection under statutory law is that shareholders may bring an action to enforce the constitutional documents of the company (i.e. the Memorandum and Articles of Association) as shareholders are entitled to have the affairs of the company conducted in accordance with the BVI Act and the Memorandum and Articles of Association of the company.
A shareholder may also bring an action under statute if he feels that the affairs of the company have been or will be carried out in a manner that is unfairly prejudicial or discriminating or oppressive to him.
A shareholder may also bring an action under statute if he feels that the affairs of the company have been or will be carried out in a manner that is unfairly prejudicial or discriminating or oppressive to him.
The BVI Act also provides for certain other protections for minority shareholders, including in respect of investigation of the company and inspection of the company books and records.
The BVI Act also provides for certain other protections for minority shareholders, including in respect of investigation of the company and inspection of the company books and records.
This concentration of ownership in our shares by such individual or their affiliates will limit the other shareholders’ ability to influence corporate matters and may have the effect of delaying or preventing a third party from acquiring control over us. 10 If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price of our shares.
This concentration of ownership in our shares by such individual or their affiliates will limit the other shareholders’ ability to influence corporate matters and may have the effect of delaying or preventing a third party from acquiring control over us. 10 If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a negative effect on the market price of our common shares.
If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a material adverse effect on the market price of our shares.
If we are unable to establish appropriate internal financial reporting controls and procedures, it could cause us to fail to meet our reporting obligations, result in the restatement of our financial statements, harm our operating results, subject us to regulatory scrutiny and sanction, cause investors to lose confidence in our reported financial information and have a material adverse effect on the market price of our common shares.
Any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors, and any uncertainties or negative publicity regarding such actions could also materially and adversely affect the business, prospects, financial condition, reputation, and the trading price of our shares, which may cause our securities to significantly decline in value or be worthless.
Any such action could significantly limit or completely hinder our ability to offer or continue to offer securities to investors, and any uncertainties or negative publicity regarding such actions could also materially and adversely affect the business, prospects, financial condition, reputation, and the trading price of our common shares, which may cause our securities to significantly decline in value or be worthless.
The market price of our shares could be adversely affected as a result of anticipated negative impacts of these executive or legislative actions upon, as well as negative investor sentiment towards, companies with significant business in China that are listed in the United States, regardless of whether these executive or legislative actions are implemented and regardless of our actual operating performance.
The market price of our common shares could be adversely affected as a result of anticipated negative impacts of these executive or legislative actions upon, as well as negative investor sentiment towards, companies with significant business in China that are listed in the United States, regardless of whether these executive or legislative actions are implemented and regardless of our actual operating performance.
Therefore, a slowdown in China’s economy or the global economy may lead to a reduction in demand for mechanics or other training covered by our courses, which could materially and adversely affect our financial condition and results of operations. 6 The Company’s operations and performance depend significantly on global and regional economic and geopolitical conditions.
Therefore, a slowdown in China’s economy or the global economy may lead to a reduction in demand for mechanics or other training covered by our courses, which could materially and adversely affect our financial condition and results of operations. The Company’s operations and performance depend significantly on global and regional economic and geopolitical conditions.
However, if it is determined in the future that the PCAOB is unable to inspect or investigate our auditor completely, or if our future audit reports are prepared by auditors that are not completely inspected by the PCAOB, our shares may be delisted or trading in our ordinary shares may be prohibited under the Holding Foreign Companies Accountable Act, or HFCAA.
However, if it is determined in the future that the PCAOB is unable to inspect or investigate our auditor completely, or if our future audit reports are prepared by auditors that are not completely inspected by the PCAOB, our common shares may be delisted or trading in our ordinary shares may be prohibited under the Holding Foreign Companies Accountable Act, or HFCAA.
If we are unable to continue to attract students, our net revenues may decline, which may have a material adverse effect on our business, financial condition and results of operations. 1 Our results of operations may fluctuate significantly and may not fully reflect the underlying performance of our business.
If we are unable to continue to attract students, our net revenues may decline, which may have a material adverse effect on our business, financial condition and results of operations. Our results of operations may fluctuate significantly and may not fully reflect the underlying performance of our business.
The Nasdaq Capital Market also requires companies to fulfill specific requirements in order for their shares to continue to be listed. If our shares are delisted from the Nasdaq Capital Market at some later date, our shareholders could find it difficult to sell our shares.
The Nasdaq Capital Market also requires companies to fulfill specific requirements in order for their shares to continue to be listed. If our common shares are delisted from the Nasdaq Capital Market at some later date, our shareholders could find it difficult to sell our common shares.
Our financial results may fluctuate due to a variety of factors, some of which are outside of our control and, as a result, may not fully reflect the underlying performance of our business. Fluctuation in our operating results may adversely affect the price of our shares.
Our financial results may fluctuate due to a variety of factors, some of which are outside of our control and, as a result, may not fully reflect the underlying performance of our business. Fluctuation in our operating results may adversely affect the price of our common shares.
In addition, securities markets may from time-to-time experience significant price and volume fluctuations that are not related to our operating performance, which may have a material adverse effect on the market price of our shares.
In addition, securities markets may from time-to-time experience significant price and volume fluctuations that are not related to our operating performance, which may have a material adverse effect on the market price of our common shares.
As of September 30, 2024, we have incurred recurring net losses and negative cash flows from operations, which raise substantial doubt about our ability to continue as a going concern within one year after the date that the consolidated financial statements included in this Annual Report are issued.
As of September 30, 2025, we have incurred recurring net losses and negative cash flows from operations, which raise substantial doubt about our ability to continue as a going concern within one year after the date that the consolidated financial statements included in this Annual Report are issued.
On December 16, 2021, the PCAOB issued a report relaying to the SEC its determinations that PCAOB is unable to inspect or investigate completely registered public accounting firms in mainland China and Hong Kong due to positions taken by Chinese authorities.
On December 16, 2021, the PCAOB issued a report relaying to the SEC its determinations that PCAOB was unable to inspect or investigate completely registered public accounting firms in mainland China and Hong Kong due to positions taken by Chinese authorities.
Changes in the PRC legal system may adversely affect our business and operation. Our customers have historically been located in the PRC and therefore we are subject to the laws and regulations of the PRC. The PRC legal system is based on the written statutes and involves a unified, multilevel legislative system.
Changes in the PRC legal system may adversely affect our business and operations. Our customers have historically been located in the PRC and therefore we are subject to the laws and regulations of the PRC. The PRC legal system is based on the written statutes and involves a unified, multilevel legislative system.
The determination of our status as a foreign private issuer is made annually on the last business day of our most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on March 31, 2025.
The determination of our status as a foreign private issuer is made annually on the last business day of our most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on March 31, 2026.
Delisting of our shares would force holders of our shares to sell their shares.
Delisting of our common shares would force holders of our common shares to sell their shares.
On June 24, 2024, the Company received a delinquency notification letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not currently in compliance with the minimum bid price requirement set forth in Nasdaq’s Listing Rules for continued listing on the Nasdaq Capital Market, as the closing bid price for the Company’s common shares listed on the Nasdaq Capital Market was below $1.00 per share for 30 consecutive business days.
On March 7, 2025, the Company received a delinquency notification letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not currently in compliance with the minimum bid price requirement set forth in Nasdaq’s Listing Rules for continued listing on the Nasdaq Capital Market, as the closing bid price for the Company’s common shares listed on the Nasdaq Capital Market was below $1.00 per share for 30 consecutive business days.
If such claims are asserted and successfully litigated, our operations and financial condition may be materially affected by the adverse outcome of any such litigation. Our management team members, individually and together, own a large percentage of our outstanding stock and could significantly influence the outcome of our corporate matters. As of January 31, 2025, Messrs.
If such claims are asserted and successfully litigated, our operations and financial condition may be materially affected by the adverse outcome of any such litigation. Our management team members, individually and together, own a large percentage of our outstanding stock and could significantly influence the outcome of our corporate matters.
Such factors may include, without limitation: ● instability in political or economic conditions, including but not limited to inflation, recession, foreign currency exchange restrictions and devaluations, restrictive governmental controls on transportation, visas issued to citizens of other countries, the movement and repatriation of earnings and capital, and actual or anticipated military or political conflicts, particularly in emerging markets; ● intergovernmental conflicts or actions, including but not limited to armed conflict, trade wars, retaliatory tariffs, and acts of terrorism or war; and ● interruptions to the Company’s business with its largest customers, distributors and suppliers resulting from but not limited to, strikes, financial instabilities, computer malfunctions or cybersecurity incidents, inventory excesses, natural disasters or other disasters such as fires, floods, earthquakes, hurricanes or explosions.
Such factors may include, without limitation: ● instability in political or economic conditions, including but not limited to inflation, recession, foreign currency exchange restrictions and devaluations, restrictive governmental controls on transportation, visas issued to citizens of other countries, the movement and repatriation of earnings and capital, and actual or anticipated military or political conflicts, particularly in emerging markets; ● intergovernmental conflicts or actions, including but not limited to armed conflict, trade wars, retaliatory tariffs, and acts of terrorism or war; and ● interruptions to the Company’s business with its largest customers, distributors and suppliers resulting from but not limited to, strikes, financial instabilities, computer malfunctions or cybersecurity incidents, inventory excesses, natural disasters or other disasters such as fires, floods, earthquakes, hurricanes or explosions. 6 We could be adversely affected by political tensions between the United States and China.
We could be adversely affected by political tensions between the United States and China. Political tensions between the United States and China have escalated due to, among other things, the COVID-19 outbreak, the PRC National People’s Congress’ passage of the Hong Kong National Security Law, sanctions imposed by the U.S.
Political tensions between the United States and China have escalated due to, among other things, the COVID-19 outbreak, the PRC National People’s Congress’ passage of the Hong Kong National Security Law, sanctions imposed by the U.S.
If we fail to satisfy any of Nasdaq’s continued listing requirements, Nasdaq may take steps to delist our common shares, which could have a materially adverse effect on our ability to raise additional funds as well as the price and liquidity of our common shares. The closing price of our common shares on January 30, 2025, was $0.985 per share.
If we fail to satisfy any of Nasdaq’s continued listing requirements, Nasdaq may take steps to delist our common shares, which could have a materially adverse effect on our ability to raise additional funds as well as the price and liquidity of our common shares.
The Letter provided that the Company had a period of 180 calendar days from the date of the Letter, or until December 23, 2024, to regain compliance with the minimum bid price requirement. On December 24, 2024, Nasdaq granted a 180-day extension.
The Letter provided that the Company had a period of 180 calendar days from the date of the Letter, or until September 1, 2025, to regain compliance with the minimum bid price requirement. On September 2, 2025, Nasdaq granted a 180-day extension, or until March 2, 2026, to regain compliance.
Although historically we have generated net income, we cannot assure you that we will continue on the profitability path going forward. We have generated revenues of $8,153,546 and $5,712,480, and had net (loss) of $(6,571,184) and $(7,069,862) for the years ended September 30, 2024 and 2023, respectively.
Although historically we have generated net income, we cannot assure you that we will continue on the profitability path going forward. We have generated revenues of $8,939,989 and $8,153,546 and had net (loss) of $(2,526,613) and $(6,571,184) for the years ended September 30, 2025 and 2024, respectively.
Any significant failure to realize anticipated revenue growth from our new and existing lines of business and/or manage operating expenses in line with revenue forecasts, could result in continued operating losses. As such, we cannot assure you that we will maintain profitability.
Any significant failure to realize anticipated revenue growth from our new and existing lines of business and/or manage operating expenses in line with revenue forecasts, could result in continued operating losses.
The lack of PCAOB inspections of audit work in foreign countries prevents the PCAOB from regularly evaluating auditors’ audits and their quality control procedures. As a result, investors would be deprived of the benefits of PCAOB inspections. To tackle this problem, the HFCAA, was enacted on December 18, 2020.
The lack of PCAOB inspections of audit work in foreign countries prevents the PCAOB from regularly evaluating auditors’ audits and their quality control procedures. As a result, investors would be deprived of the benefits of PCAOB inspections.
Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations. Our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in China generally and by continued economic growth in China as a whole.
Our business, financial condition, results of operations and prospects may be influenced to a significant degree by political, economic and social conditions in China generally and by continued economic growth in China as a whole.
We may not be able to satisfy the continued listing requirements of the Nasdaq Capital Market in order to maintain the listing of our common shares.
We are currently not in compliance with the continued listing requirements of the Nasdaq Capital Market in order to maintain the listing of our common shares.
If we are unable to continue to attract parents and students to participate, not only will our revenues decline in this business line, but our brand will be harmed, which may have a material adverse effect on our business, financial condition and results of operations.
If we are unable to continue to attract parents and students to participate, not only will our revenues decline in this business line, but our brand will be harmed, which may have a material adverse effect on our business, financial condition and results of operations. 2 Parents’ and students’ interest in such travel and education abroad opportunities may be adversely affected by the COVID-19 pandemic and future pandemics.
If we are not able to continue to attract students to retain our services, our business and prospects will be materially and adversely affected. The success of our business depends primarily on the number of student members enrolled. Therefore, our ability to continue to attract students is critical to the continued success and growth of our business.
As such, we cannot assure you that we will maintain profitability. 1 If we are not able to continue to attract students to retain our services, our business and prospects will be materially and adversely affected. The success of our business depends primarily on the number of student members enrolled.
As of September 30, 2024, the Company had an accumulated deficit of $14,958,678 and a working capital deficit of $5,469,694. While we believe that our plans to address these concerns are feasible, there is no assurance that our actions will be successful in mitigating the substantial doubt about the our ability to continue as a going concern.
As of September 30, 2025, the Company had an accumulated deficit of $17,387,799, negative operating cash flow of $2,946,315. While we believe that our plans to address these concerns are feasible, there is no assurance that our actions will be successful in mitigating the substantial doubt about the our ability to continue as a going concern.
If, notwithstanding the foregoing, it is determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction, the trading in our shares would be prohibited, and as a result, Nasdaq may determine to delist our shares.
As a result, the SEC is now required to prohibit trading of an issuer’s securities on national securities exchanges and in the over-the-counter market if the issuer is identified as a Commission-Identified Issuer for two consecutive years, rather than three. 13 If, notwithstanding the foregoing, it is determined that the PCAOB is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction, the trading in our common shares would be prohibited, and as a result, Nasdaq may determine to delist our common shares.
We cannot assure you that, if the political tension between the United States and China intensifies and further regulations affecting our business are passed, our business will not be materially and adversely affected.
We cannot assure you that, if the political tension between the United States and China intensifies and further regulations affecting our business are passed, our business will not be materially and adversely affected. Our business is highly dependent on the ability of international students to obtain admission to, and maintain enrollment in, U.S. colleges and universities.
Implementation of any industry-wide regulations directly targeting our business operations could cause our securities to significantly decline in value or become worthless. Also, the PRC government has recently indicated an intent to exert more oversight over offerings that are conducted overseas and/or foreign investment in China-based issuers.
Also, the PRC government has recently indicated an intent to exert more oversight over offerings that are conducted overseas and/or foreign investment in China-based issuers.
On August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the PRC, which sets out specific arrangements on conducting inspections and investigations by both sides over relevant audit firms within the jurisdiction of both sides, including the audit firms based in mainland China and Hong Kong.
On August 26, 2022, the PCAOB entered into a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the PRC, establishing arrangements for conducting inspections and investigations of relevant audit firms in both jurisdictions.
The PRC government may, at its discretion, impose restrictions on access to foreign currencies for current account transactions and if this occurs in the future, we may not be able to pay dividends in foreign currencies to our shareholders. 5 As a result of the above, to the extent cash in the business is in the PRC or a PRC entity, such funds or assets may not be available to fund operations or for other use outside of the PRC, due to interventions in or the imposition of restrictions and limitations on the ability of us, or our subsidiaries, by the competent government to the transfer of cash.
As a result of the above, to the extent cash in the business is in the PRC or a PRC entity, such funds or assets may not be available to fund operations or for other use outside of the PRC, due to interventions in or the imposition of restrictions and limitations on the ability of us, or our subsidiaries, by the government to the transfer of cash. 5 Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and operations.
The PRC government has significant oversight and authority to exert influence on the ability of a China-based company to conduct the business. It regulates and may intervene or influence the operations at any time, which could result in a material adverse change in the operations and/or the value of the securities we are registering for sale.
It regulates and may intervene or influence the operations at any time, which could result in a material adverse change in the operations and/or the value of the securities we are registering for sale. Implementation of any industry-wide regulations directly targeting our business operations could cause our securities to significantly decline in value or become worthless.
Substantially all of our revenue is currently derived in China through Davis University and, historically, a portion of our operations have been conducted in China through Quest Holding International LLC (QHI). Accordingly, our results of operations, financial condition and prospects are influenced by economic, political and legal developments in China, especially the government policies of PRC government.
Substantially all of our revenue is currently derived in China through Davis University and, historically, a portion of our operations have been conducted in China by QHI and Davis through their business partners in China, Renda Financial Education Technology Co., Ltd. and Wenfeng Shenghe Study Abroad Co. Ltd.
On December 15, 2022, the PCAOB announced that it has secured complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and was effectively reversing its previous determination report to the contrary.
This agreement marked a significant step toward resolving audit oversight issues and set forth the framework for cooperation, including the purpose, scope, and protection of certain data. On December 15, 2022, the PCAOB announced it had obtained full access to inspect and investigate registered public accounting firms in mainland China and Hong Kong, effectively reversing its prior determination.
Senate passed the Accelerating Holding Foreign Companies Accountable Act, which was signed into law on December 29, 2022, and decreases the number of “non-inspection years” from three years to two years, and thus reduces the time before securities may be prohibited from trading or delisted. On September 22, 2021, the PCAOB adopted a final rule implementing the HFCAA.
President signed into law the Accelerating Holding Foreign Companies Accountable Act (AHFCAA), which amended the HFCAA to reduce the number of “non-inspection years” from three to two.
Removed
The continuing effects of the COVID-19 pandemic and its impact are highly unpredictable and could be significant, and could harm our business, financial condition, and operating results. Beginning in late 2019, there were reports of the COVID-19 (coronavirus) outbreak originating in China, prompting government-imposed quarantines, suspension of in-person attendance of academic programs, cessation of certain travel and business closures.
Added
Therefore, our ability to continue to attract students is critical to the continued success and growth of our business.
Removed
Following this outbreak, in February 2020, the Company’s Beijing office was temporarily shut down and employees worked remotely. In March 2020, the Company gradually resumed its operations. During the early stages of the outbreak, we moved all our marketing activities into a virtual or online format.
Added
Accordingly, our results of operations, financial condition and prospects are influenced by economic, political and legal developments in China, especially the government policies of PRC government. The PRC government has significant oversight and authority to exert influence on the ability of a China-based company to conduct the business.
Removed
Since January 2020, we increased the number and variety of online activities including online guidance classes and online service training sessions, so as to maintain potential student interest and student enrollment rates. Additionally, during the early stages of the COVID-19 pandemic, most of the programs at Miami University were delayed or postponed.
Added
The PRC government may, at its discretion, impose restrictions on access to foreign currencies for current account transactions and if this occurs in the future, we may not be able to pay dividends in foreign currencies to our shareholders.
Removed
As of September 30, 2022, 80 students who had been admitted to the English Language Program at the Miami University Regional Campuses, paid full tuition fees as compared to 136 students for the same period in the previous year, but a total of 89 students, including those admitted in 2022 and some from the previous year, arrived at the Miami University campus for the beginning of the Fall 2022 term.
Added
This process is fundamentally reliant on the U.S. government’s immigration policies, including the issuance and maintenance of student visas, as well as the regulatory environment governing international student presence in the United States. Recent and ongoing changes in U.S. government rules and restrictions present significant risks that could materially and adversely affect our operations, financial condition, and results of operations.
Removed
When a new wave of COVID-19 pandemic occurred in China starting in November 2022, our recruiting activities for the spring and summer semesters of the 2022-23 academic year were again significantly affected.
Added
The U.S. government has recently implemented, and may continue to implement, policies that increase scrutiny of international student visa applicants and holders. These include, but are not limited to: (i) suspension and delay of visa processing, (ii) expanded social media and background checks, and (iii) revocation of existing visas and SEVIS records.
Removed
After maintaining online promotion activities and hosting a limited number of in-person marketing activities, the Company resumed its normal recruiting activities in February 2023, and we attracted new students who enrolled in the study abroad programs in the Fall 2023 semester, which started late August 2023.
Added
Recent policy announcements have indicated a willingness to target students from specific countries, including China, or those studying in so-called “critical fields.” Such targeted restrictions may include aggressive revocation of visas, heightened vetting, or outright bans on enrollment for certain populations. These actions could significantly reduce the pool of eligible students and disrupt established partnerships with foreign institutions.
Removed
We expect that the Beijing office will maintain some online promotion activities and will host in-person marketing activities. 2 Parents’ and students’ interest in such travel and education abroad opportunities may be adversely affected by the COVID-19 pandemic and future pandemics.
Added
The U.S. government has also demonstrated a willingness to impose sanctions on specific universities, including revoking their ability to enroll international students or cutting federal research funding. Such actions may be based on alleged non-compliance with information requests, perceived ties to foreign governments, or other policy considerations.
Removed
Zhang and Wu hold approximately 57.36% and 9.43% of our outstanding shares, respectively.
Added
If universities lose their certification to host international students, our clients may be unable to enroll or continue their studies, and our company may lose key institutional partners. The legal landscape for international students is currently in flux.
Removed
On January 8, 2025, the Company received a notice from the Listing Qualifications Department of Nasdaq indicating that the Company had regained with the minimum bid requirement under Listing Rule 5550(a)(2).
Added
This uncertainty complicates our ability to provide reliable guidance to students and institutions, increases the risk of non-compliance, and may expose our company to legal liability or reputational harm if students are unable to complete their studies as planned.
Removed
The notice indicated that as a result of the closing bid price of the Company’s common shares having been at $1.00 per share or greater for 20 consecutive business days, from December 9, 2024, to January 7, 2025, the Company had regained compliance with Nasdaq’s minimum bid price requirement and the matter had been closed.
Added
The evolving and often unpredictable nature of U.S. government rules and restrictions on international students presents significant risks to our business model.
Removed
Although the price of our common shares increased back above $1.00 per share in order to meet the requirements for the continued listing of our common shares on the Nasdaq Capital Market, there can be no assurance that the closing bid price of our common shares will remain at or above $1.00 in the future.
Added
We may be unable to anticipate or mitigate the full impact of these changes, which could materially and adversely affect our ability to assist international students with enrollment in U.S. institutions, as well as our overall financial performance and strategic objectives.
Removed
In essence, the HFCAA requires the SEC to prohibit securities of any foreign companies from being listed on U.S. securities exchanges or traded “over-the-counter” if a company retains a foreign accounting firm that cannot be inspected by the PCAOB for three consecutive years, beginning in 2021. On June 22, 2021, the U.S.
Added
We continue to monitor regulatory developments closely and adapt our operations as necessary, but there can be no assurance that future changes will not have a material adverse effect on our company.
Removed
On December 2, 2021, the SEC issued amendments to finalize the interim final rules previously adopted in March 2021 to implement the submission and disclosure requirements in the HFCAA.
Added
As of January 28, 2026, including common shares underlying stock options exercisable within 60 days of that date, Messrs. Zhang and Wu hold approximately 38.93% and 11.58% of our outstanding shares, respectively.
Removed
This agreement marked an important step towards resolving the audit oversight issue that concern mutual interests, and sets forth arrangements for both sides to cooperate in conducting inspections and investigations of relevant audit firms, and specifies the purpose, scope and approach of cooperation, as well as the use of information and protection of specific types of data. 13 Our independent registered public accounting firm is based in the United States and not subject to such determinations announced by the PCAOB on December 16, 2021.
Added
As of the date this report, we were not in compliance with the listing rule and we will likely be required to effect a reverse share split of our common shares prior to the above date in order to regain compliance with the listing rule.
Added
The Holding Foreign Companies Accountable Act (“HFCAA”) was enacted on December 18, 2020, to address concerns over lack of access to audit records of foreign companies. The HFCAA requires the SEC to prohibit trading of securities of any foreign issuer if the PCAOB is unable to inspect or investigate the company’s auditor for three consecutive years.
Added
This prohibition applies to both exchanges and over-the-counter markets. Beginning in 2021, foreign issuers may be designated as “Commission-Identified Issuers” if they retain such an auditor, and if identified for three consecutive years, may be subject to delisting. We could face such consequences if either we or our auditor are designated accordingly.
Added
Because our independent registered public accounting firm is based in the United States, it is not subject to the PCAOB’s December 16, 2021 determinations.
Added
As a result of the PCAOB’s decision to vacate its previous determinations, there are currently no issuers at risk of trading prohibitions under the HFCAA unless the PCAOB issues a new determination. On December 29, 2022, the U.S.
Added
As of the date hereof, our auditor, ZH CPA, LLC, is not among the auditor firms listed on the HFCAA determination list, which list notes all of the auditor firms that the PCAOB is not able to inspect.
Added
However, trading in our securities on any U.S. stock exchange or the U.S. over-the-counter market may be prohibited under the HFCAA if the PCAOB issues a new determination and it also determines that it cannot inspect the work papers prepared by our auditor and that as a result an exchange may determine to delist our securities.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

88 edited+27 added−10 removed96 unchanged
Of the remaining 30% of the equity Ameri-Can not held by the Company, 10% is held by one Seller and represents non-voting and non-dilutable equity.
Of the remaining 30% of the equity of Ameri-Can not held by the Company, 10% is held by one Seller and represents non-voting and non-dilutable equity.
Skyward serves as the holding company of our Sri Lanka recruiting office which opened on September of 2023 and focuses on the recruiting students in Southeast Asia and the Middle East regions.
Skyward serves as the holding company of our Sri Lanka recruiting office which opened in September of 2023 and focuses on the recruiting students in Southeast Asia and the Middle East regions.
It represents a key strategic growth initiative that expands our business model to being an operator of a college that provides career-training programs as well as a ‘transfer pathway’ to universities for students to pursue Bachelors’ degrees.
It represents a key strategic growth initiative that expands our business model to being an operator of a college that provides career-training programs as well as a ‘transfer pathway’ to universities for students to pursue Bachelors’ degrees.
The HLC is an independent corporation and is one of seven regional accreditors in the U.S. that accredits degree-granting post-secondary educational institutions in order to help assure the quality of higher education. Effective November 18, 2023, the conversion of Davis College to Davis University was approved by regulatory authorities.
The HLC is an independent corporation and is one of seven regional accreditors in the U.S. that accredits degree-granting post-secondary educational institutions in order to help assure the quality of higher education. Effective November 18, 2023, the conversion of Davis College to Davis University was approved by regulatory authorities.
The Agreement is an important element of the Company’s strategic plan; EpicQuest is intent upon exploring additional opportunities to expand into the Canadian education market. On March 31, 2023, HHI acquired the 20% remaining equity of EduGlobal College from EduGlobal Holdings. The acquisition price of the remaining 20% of the equity in EduGlobal was C$250,000 (US$186,131).
The Agreement is an important element of the Company’s strategic plan as EpicQuest is intent upon exploring additional opportunities to expand into the Canadian education market. On March 31, 2023, HHI acquired the 20% remaining equity of EduGlobal College from EduGlobal Holdings. The acquisition price of the remaining 20% of the equity in EduGlobal was C$250,000 (US$186,131).
More importantly, a vital component of EpicQuest’s strategic growth plan is to become increasingly involved with international collaborations in order to leverage their distinct academic programming and unique culture of learning. The Company is intent upon offering enhanced globalized learning to its students as well as pathway programs to achieve advanced university degrees.
More importantly, a vital component of EpicQuest’s strategic growth plan is to become increasingly involved with international collaborations in order to leverage its distinct academic programming and unique culture of learning. The Company is intent upon offering enhanced globalized learning to its students as well as pathway programs to achieve advanced university degrees.
We believe that the vast majority of English language programs are in need of improvement. We believe, however, that this is one of the Company’s strengths and intend to open training facilities nationwide to combine English language programs with university credit hours, as a cost saving measure for Chinese students who plan to study abroad. ● Additional Facilities .
We believe that the vast majority of English language programs are in need of improvement. We believe, however, that this is one of the Company’s strengths and intend to open training facilities nationwide to combine English language programs with university credit hours, a cost saving measure for Chinese students who plan to study abroad. ● Additional Facilities .
Major Shareholders and Related Party Transactions” for a table setting forth certain information regarding beneficial ownership of our shares by each person who is known by us to beneficially own more than 5% of our shares, determined in accordance with the rules of the SEC.
Major Shareholders and Related Party Transactions” for a table setting forth certain information regarding beneficial ownership of our common shares by each person who is known by us to beneficially own more than 5% of our common shares, determined in accordance with the rules of the SEC.
In 2023, EpicQuest established a wholly owned subsidiary, Gilmore INV LLC (Gilmore), in Ohio, for the purposes of organizing sport-related exhibition matches, and kinesiology and recreation education programs to be offered by both of EpicQuest’s owned and operated institutions, Davis University and EduGlobal College.
In November 2023, EpicQuest established a wholly owned subsidiary, Gilmore INV LLC (Gilmore), in Ohio, for the purposes of organizing sport-related exhibition matches, and kinesiology and recreation education programs to be offered by both of EpicQuest’s owned and operated institutions, Davis University and EduGlobal College.
The co-op programs entail students alternating between attending academic semesters at EduGlobal College with working at paid, full-time jobs, and commenced for the Fall semester in September 2024. The two co-op programs are for a two-year Business Studies Diploma and a one-year Business Studies Certificate.
The co-op programs entail students alternating between attending academic semesters at EduGlobal with working at paid, full-time jobs, and commenced for the Fall semester in September 2024. The two co-op programs are for a two-year Business Studies Diploma and a one-year Business Studies Certificate.
On September 4, 2023, the Company opened a recruiting office in Sri Lanka to serve as its main hub to attract students from Southeast Asia and the Middle East for its owned and operated colleges, Davis College (now Davis University) and EduGlobal College.
On September 4, 2023, the Company opened a recruiting office in Sri Lanka to serve as its main hub to attract students from Southeast Asia and the Middle East for its owned and operated colleges, Davis University and EduGlobal College.
Effective on December 1, 2022, the change of control was completed and the convertible debt was converted to 100% ownership of Davis College Inc. held by Ameri-Can. In November of 2023, the conversion of Davis College to Davis University was approved by regulatory authorities.
Effective on December 1, 2022, the change of control was completed and the convertible debt was converted into 100% ownership of Davis College Inc. held by Ameri-Can. In November of 2023, the conversion of Davis College to Davis University was approved by regulatory authorities.
We have designed our management systems to pursue and secure an enduring competitive advantage in the marketplace for education services by securing stable market positioning and channels, and configuring a highly efficient sales system.
We have designed our management systems to pursue and secure an enduring competitive advantage in the marketplace for education services by securing stable market positioning and marketing channels, and configuring a highly efficient sales system.
Davis University Project. As a key part of our strategic growth plan, we acquired a controlling stake in Ameri-Can, which, as of December 2022, owned Davis College (now Davis University), a two-year career-training college.
As a key part of our strategic growth plan, we acquired a controlling stake in Ameri-Can, which, as of December 2022, owned Davis College (now Davis University), a two-year career-training college.
As a wholly owned subsidiary of HHI, Study Up Center LLC (SUPC) was set up on April 27, 2022, in Ohio to coordinate and administer university and college student support services, provide academic guidance and advice for international students, and assist them in selecting and applying to educational institutions and completing the application process.
As a wholly owned subsidiary of HHI, Study Up Center LLC (SUPC) was formed on April 27, 2022, in Ohio to coordinate and administer university and college student support services, provide academic guidance and advice for international students, and assist them in selecting and applying to educational institutions and completing the application process.
This new designation reflects the breadth of Davis University’s academic programs including current and planned four-year degree programs which offer students a wide range of avenues to pursue different levels of education. On September 12, 2023, the HLC approved Davis for all of its education courses and programs that are offered online.
This new designation reflects the breadth of Davis University’s academic programs including current and planned four-year degree programs which offer students a wide range of avenues to pursue different levels of education. In addition, on September 12, 2023, the HLC approved Davis for all of its education courses and programs that are offered online.
The MOU articulates specific partnership programs and collaboration activities between Davis College and EduGlobal College, the Company’s two colleges in which it has controlling interests, and ICBT. With this MOU, EpicQuest is continuing to implement our strategic growth plan to enter international educational markets.
The MOU articulates specific partnership programs and collaboration activities between Davis College and EduGlobal College, the Company’s two colleges in which it has controlling interests, and ICBT. With this MOU, EpicQuest is continuing to implement its strategic growth plan to enter international educational markets.
The rest of our revenue is remitted to RIL in Canadian dollars, and the bank accounts owned by RIL are located in British Columbia, Canada. There are no restrictions on our ability to transfer cash between us, our Ohio-based subsidiaries and our Canadian subsidiary, and investors.
The rest of our revenue is remitted to DC in Canadian dollars, and the bank accounts owned by DC are located in British Columbia, Canada. There are no restrictions on our ability to transfer cash between us, our Ohio-based subsidiaries and our Canadian subsidiary, and investors.
It can accommodate up to 100 people at a time. The cafeteria area also features a gym and an entertainment area with a wide range of fitness equipment and recreational facilities. ● Shuttle Buses : We maintain business vehicles to support our operations and provide for student transportation needs. Properties Our principal executive office is located 1209 N.
It can accommodate up to 100 people at a time. The cafeteria area also features a gym and an entertainment area with a wide range of fitness equipment and recreational facilities. ● Shuttle Buses : We maintain business vehicles to support our operations and provide for student transportation needs. Properties Our principal executive office is located 200 N. St.
ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company EpicQuest Education Group International Limited (EpicQuest), formerly named Elite Education Group International Limited, is a holding company registered and incorporated in the British Virgin Islands (BVI) on December 13, 2017. The name change was effective on August 31, 2022.
ITEM 4. INFORMATION ON THE COMPANY A. History and Development of the Company EpicQuest Education Group International Limited (“EpicQuest” or the “Company”), formerly named Elite Education Group International Limited, is a holding company registered and incorporated in the British Virgin Islands (BVI) on December 13, 2017. The name change was effective on August 31, 2022.
As a wholly-owned subsidiary of EpicQuest, Quest Holding International LLC (QHI) was incorporated in 2012 in Ohio to facilitate study abroad and post-study services for Chinese students in the United States. Quest International Education Center LLC (QIE) was set up on January 13, 2017 in Ohio, and is a wholly-owned subsidiary of EpicQuest.
As a wholly-owned subsidiary of EpicQuest, Quest Holding International LLC (QHI) was incorporated in 2012 in Ohio to facilitate study abroad and post-study services for Chinese students in the United States. Quest International Education Center LLC (QIE) was formed on January 13, 2017, in Ohio, and is a wholly-owned subsidiary of EpicQuest.
In fact, it appears that one-year preparatory courses available in the market have not delivered on cost saving promises; on the contrary, it prolonged the study abroad periods. 24 QHI signed a training agreement with universities in China starting at the end of 2018, and arranged all the 30-credit courses for freshmen of Miami University to be completed in China.
In fact, it appears that one-year preparatory courses available in the market have not delivered on cost saving promises; on the contrary, it prolonged the study abroad periods. 24 QHI signed a training agreement with universities in China starting at the end of 2018, and arranged all the 30-credit courses for study-abroad freshmen at the English Language Program of Miami University Regionals to be completed in China.
As a wholly owned subsidiary of HHI, Skyward Holding International Limited (Skyward) was set up in June of 2023 in Canada. Skyward serves as the holding company of our Sri Lanka recruiting office, which opened on September of 2023, and focuses on recruiting students in Southeast Asia and the Middle East regions.
As a wholly owned subsidiary of HHI, Skyward Holding International Limited (Skyward) was formed in June of 2023 in Canada. Skyward serves as the holding company of our Sri Lanka recruiting office, which opened on September of 2023, and focuses on recruiting students in Southeast Asia and the Middle East regions.
These new programs are an Advertising and Art Design program with Shijiazhuang College of Applied Technology and the Modern Logistics Management program with Guangdong Communications Polytechnic.
These new programs are an Advertising and Art Design program with Shijiazhuang College of Applied Technology and a Modern Logistics Management program with Guangdong Communications Polytechnic.
The SEC’s beneficial ownership rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and includes our common shares issuable pursuant to the exercise of stock options, warrants, or other securities that are immediately exercisable or convertible or exercisable or convertible within 60 days of January 31, 2025.
The SEC’s beneficial ownership rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and includes our common shares issuable pursuant to the exercise of stock options, warrants, or other securities that are immediately exercisable or convertible or exercisable or convertible within 60 days of January 28, 2026.
However, trading in our securities on any U.S. stock exchange or the U.S. over-the-counter market may be prohibited under the HFCAA if the PCAOB, determines that it cannot inspect the work papers prepared by our auditor and that as a result an exchange may determine to delist our securities.
However, trading in our securities on any U.S. stock exchange or the U.S. over-the-counter market may be prohibited under the HFCAA if the PCAOB issues a new determination and it also determines that it cannot inspect the work papers prepared by our auditor and that as a result an exchange may determine to delist our securities.
In addition, while an ongoing collaboration program with Chongqing Institute of Technology and Business for graphic design, which provides Davis students the opportunity to take coursework has entered into its second year, two similar programs have been formally approved and will start their first cohorts in September 2025.
In addition, while an ongoing collaboration program with Chongqing Institute of Technology and Business for graphic design, which provides Davis students the opportunity to take coursework has entered into its third year, two similar programs have been formally approved and started their first cohorts in September 2025.
We entered into an agreement with The Education Group (London) Ltd whereby we agreed to recruit students from China for admission to the University of the West of Scotland. We have also been operating as a recruiting agent for admission to Coventry University for the 2021-2022 academic year.
We entered into an agreement with The Education Group (London) Ltd whereby we agreed to recruit students from China for admission to the University of the West of Scotland. We also operated as a recruiting agent for admission to Coventry University for the 2021-2022 academic year.
This new designation reflects the breadth of Davis University’s academic programs including current and planned four-year degree programs which offer students a wide range of avenues to pursue different levels of education. On January 15, 2022, EpicQuest’s wholly-owned subsidiary, HHI, entered into agreements with Canada EduGlobal Holdings Inc. (“EduGlobal Holdings”) and Richmond Institute of Languages Inc. d.b.a.
This new designation reflects the breadth of Davis University’s academic programs including current and planned four-year degree programs which offer students a wide range of avenues to pursue different levels of education. On January 15, 2022, EpicQuest’s wholly-owned subsidiary, HHI, entered into agreements with Canada EduGlobal Holdings Inc. (“EduGlobal Holdings”) and DavisU Canada Inc.
HLC indicated that since Davis met the threshold requirement for online education, it does not need to seek further online education approvals from HLC. As of September 30, 2024, Davis has enrolled 220 international students for the first academic quarter of 2024.
HLC indicated that since Davis met the threshold requirement for online education, it does not need to seek further online education approvals from HLC. As of September 30, 2025, Davis has enrolled 407 international students for the first academic quarter of 2025.
The gross proceeds to the Company from the private placement was $0.8 million, before deducting offering expenses, and excluding the proceeds, if any, from the exercise of the January Warrants. The Company intends to use the net proceeds from this offering for general corporate purposes.
The gross proceeds to the Company from the May Private Placement was $1.8 million, before deducting offering expenses, and excluding the proceeds, if any, from the exercise of the May Warrants. The Company intends to use the net proceeds from this offering for general corporate purposes.
Our Strategies We strive to improve the quality of our project offerings, provide our customers with the most suitable options to pursue their studies abroad, and ultimately to establish an internationally recognized education brand.
Our Strategies We strive to improve the quality of our academic and career-training offerings, provide our customers with the most suitable options to pursue their studies abroad, and ultimately to establish an internationally recognized education brand.
Geographic Scope of Our Operations During the fiscal year ending September 30, 2024, our study body consisted of both domestic and international students, while most of our customers were still Chinese residents.
Geographic Scope of Our Operations During the fiscal year ended September 30, 2025, our study body consisted of both domestic and international students, while most of our customers were still Chinese residents.
In addition to the opening of the Sri Lanka recruiting office, EduGlobal College signed a non-exclusive MOU with Apex, a career college based in London, whose purpose is for Apex to use its best efforts to recruit qualified students in Sri Lanka for EduGlobal Colleges educational programs. 26 China Markets ● Partnering with High Schools .
In addition to the opening of the Sri Lanka recruiting office, EduGlobal College signed a non-exclusive MOU with Apex, a career college based in London, whose purpose is for Apex to use its best efforts to recruit qualified students in Sri Lanka for EduGlobal Colleges educational programs.
(EduGlobal Holdings) and Richmond Institute of Languages Inc. d.b.a. EduGlobal College (EduGlobal College), pursuant to which it acquired 80% of the issued and outstanding shares of EduGlobal College from EduGlobal Holdings in order to achieve geographical diversification.
(EduGlobal Holdings) and DavisU Canada Inc. (formerly known as Richmond Institute of Languages) (d.b.a. EduGlobal College), pursuant to which it acquired 80% of the issued and outstanding shares of EduGlobal College from EduGlobal Holdings in order to achieve geographical diversification.
On June 24, 2024, the Company received a delinquency notification letter (the “Letter”) from the Listing Qualifications Department of Nasdaq indicating that the Company was not currently in compliance with the minimum bid price requirement set forth in Nasdaq’s Listing Rules for continued listing on the Nasdaq Capital Market, as the closing bid price for the Company’s common shares listed on the Nasdaq Capital Market was below $1.00 per share for 30 consecutive business days.
On March 7, 2025, the Company received a delinquency notification letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not currently in compliance with the minimum bid price requirement set forth in Nasdaq’s Listing Rules for continued listing on the Nasdaq Capital Market, as the closing bid price for the Company’s common shares listed on the Nasdaq Capital Market was below $1.00 per share for 30 consecutive business days.
The cost of students studying at home is only one-third of the tuition fee of Miami University, so both the time and the cost of studying abroad are in line with the needs of parents and students. The Miami University of Ohio is an American top 100 university which is very popular with Chinese students.
The cost of students studying at home is only one-third of the tuition fee of Miami University Regionals, so both the time and the cost of studying abroad are in line with the needs of parents and students. Miami University of Ohio is a top 100 university in the U.S. which is very popular with Chinese students.
With domestic universities and professors of Miami University being brought together, students can experience being taught by foreign university professors at home and get course credits from Miami University, while attending intensive English courses.
With universities in China and professors from Miami University Regionals being brought together, students can experience being taught by foreign university professors at home and get course credits from Miami University Regionals, while attending intensive English courses.
The ordinary shares, the January Warrants, and the ordinary shares issuable upon exercise of the January Warrants were sold and issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 of Regulation D promulgated under the Securities Act as sales to accredited investors.
The common shares, the May Warrants, the August Placement Agent Warrants, and the common shares issuable upon exercise of the May Warrants and the August Placement Agent Warrants were sold and issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule 506 of Regulation D or Regulation S promulgated under the Securities Act as sales to accredited investors.
Highrim Holding International Limited (HHI) was set up in July of 2021 in Canada, and it is also a wholly-owned subsidiary of EpicQuest. It acquired 80% of the ownership of Richmond Institute of Languages (d.b.a. EduGlobal College) located in Vancouver, British Columbia, Canada in January 2022.
Highrim Holding International Limited (HHI) was formed in July of 2021 in Canada, and it is also a wholly-owned subsidiary of EpicQuest. It acquired 80% of the ownership of DavisU Canada Inc. (formerly known as Richmond Institute of Languages) (d.b.a. EduGlobal College) located in Vancouver, British Columbia, Canada in January 2022.
After two years of online courses, our students returned to Ohio for in-person classes at the Miami University Regional Campuses starting in August 2022. On May 24, 2023, Quest Holding International LLC (QHI), a wholly owned subsidiary of EpicQuest, entered into a Memorandum of Agreement with Miami University (the “Miami Agreement”).
After two years of online courses, our students returned to Ohio for in-person classes at the Miami University Regional Campuses starting in August 2022. On May 24, 2023, QHI entered into a Memorandum of Agreement with Miami University (the “Miami Agreement”).
As of September 30, 2024, the Company had 43 full-time and 17 part-time employees, of which 39 were located in the U.S., 17 were located in Canada, and 4 were located in Sri Lanka. 28 Neither we, nor our subsidiaries, are required to obtain any permission or approval from Chinese authorities to operate our business or to offer the securities being registered to foreign investors.
As of September 30, 2025, the Company had 30 full-time and 15 part-time employees, of which 28 were located in the U.S., 13 were located in Canada, and 4 were located in China. 28 Neither we, nor our subsidiaries, are required to obtain any permission or approval from Chinese authorities to operate our business or to offer the securities being registered to foreign investors.
Most of our revenue is remitted to us in U.S. dollars, and all the bank accounts owned by us, other than those owned by Richmond Institute of Languages (RIL) located in British Columbia, Canada, are located in Ohio.
Most of our revenue is remitted to us in U.S. dollars, and all the bank accounts owned by us, other than those owned by DavisU Canada Inc. (formerly known as Richmond Institute of Languages) (DC) located in British Columbia, Canada, are located in Ohio.
This compares with 35 international students that were enrolled at Davis in this same academic quarter in 2022, and 102 international students that were enrolled in this same academic quarter in 2023.
This compares with 102 international students that were enrolled at Davis in this same academic quarter in 2023, and 220 international students that were enrolled in this same academic quarter in 2024.
We have developed and intend to implement the following strategies to expand and grow the size of our Company: Projects ● Miami University (Regional Campuses) Project . As of September 30, 2024, a total of 57 students who had been admitted to the English Language Program at the Miami University Regional Campuses and paid full tuition fees.
We have developed and intend to implement the following strategies to expand and grow the size of our Company: Business Development Initiatives ● Miami University Regional Campuses . As of September 30, 2025, a total of 55 students who had been admitted to the English Language Program at the Miami University Regional Campuses paid full tuition fees.
On August 26, 2022, the PCAOB signed a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the PRC, which sets out specific arrangements on conducting inspections and investigations by both sides over relevant audit firms within the jurisdiction of both sides, including the audit firms based in mainland China and Hong Kong.
On August 26, 2022, the PCAOB entered into a Statement of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the PRC, establishing arrangements for conducting inspections and investigations by both sides over relevant audit firms within the jurisdiction of both sides, including the audit firms based in mainland China and Hong Kong.
EduGlobal College (EduGlobal College), pursuant to which it acquired 80% of the issued and outstanding shares of EduGlobal College from EduGlobal Holdings. The initial purchase price for EduGlobal College was C$1.0 million (US$0.8 million), and the Company assumed up to C$200,000 (US$160,000) in certain liabilities of the college.
(formerly known as Richmond Institute of Languages) (d.b.a. EduGlobal College), pursuant to which it acquired 80% of the issued and outstanding shares of EduGlobal College from EduGlobal Holdings. The initial purchase price for EduGlobal College was C$1.0 million (US$0.8 million), and the Company assumed up to C$200,000 (US$160,000) in certain liabilities of the college.
However, as of January 20, 2025, a total of 11 students have confirmed to join the English Language Program at the Miami University Regional Campuses. Given that China has taken steps to relax travel restrictions, we believe the number of students admitted to our program at the Miami University Regionals may increase back to levels similar to previous years.
Also, as of January 28, 2026, a total of 3 students confirmed to join the English Language Program at the Miami University Regional Campuses. Given that China has taken steps to relax travel restrictions, we believe the number of students admitted to our program at the Miami University Regionals may increase back to levels similar to previous years. Davis University.
Organizational Structure The following chart illustrates EpicQuest Education’s organizational structure as of January 31, 2025: (1) Percentage ownership of the Company’s common shares is based on 13,298,173 common shares outstanding as of January 31, 2025. Stock options, warrants, or other securities that are exercisable or convertible into common shares are not included in these percentages. See “Item 7.
Organizational Structure The following chart illustrates EpicQuest Education’s organizational structure as of January 28, 2026: (1) Percentage ownership of the Company’s common shares is based on 23,671,667 common shares outstanding as of January 28, 2026. Stock options, warrants, or other securities that are exercisable or convertible into common shares are not included in these percentages. See “Item 7.
The amounts in the chart above do not reflect common shares issuable pursuant to the exercise of stock options, warrants, or other securities that are immediately exercisable or convertible or exercisable or convertible within 60 days of January 31, 2025. 31 D. Property, plant and equipment Our principal executive office is located 1209 N. University Blvd, Middletown, OH 45042.
The amounts in the chart above do not reflect common shares issuable pursuant to the exercise of stock options, warrants, or other securities that are immediately exercisable or convertible or exercisable or convertible within 60 days of January 28, 2026. 31 D. Property, plant and equipment Our principal executive office is located 200 N. St.
Each January Warrant is exercisable into one ordinary share at a price per share of $2.00 (as adjusted from time to time in accordance with the terms thereof) and will expire on the fifth anniversary of the date of issuance.
Each May Warrant is exercisable into one ordinary share at a price per share of $0.48 (as adjusted from time to time in accordance with the terms thereof) and will expire on the first anniversary of the date of issuance.
EduGlobal previously signed an Academic Articulation Agreement (the “Agreement”) with Algoma University (“Algoma”). The Agreement establishes a seamless pathway for EduGlobal students who have successfully completed its International Undergraduate Pathways Program (iUPP) and the English for Academic Purposes (EAP) Program to complete baccalaureate degrees and graduate certificates at Algoma’s campuses in Brampton and Sault Ste. Marie.
The Agreement establishes a seamless pathway for EduGlobal students who have successfully completed its International Undergraduate Pathways Program and the English for Academic Purposes Program to complete baccalaureate degrees and graduate certificates at Algoma’s campuses in Brampton and Sault Ste. Marie.
The Letter provided that the Company had a period of 180 calendar days from the date of the Letter, or until December 23, 2024, to regain compliance with the minimum bid price requirement. On December 24, 2024, Nasdaq granted a 180-day extension.
The Letter provided that the Company had a period of 180 calendar days from the date of the Letter, or until September 1, 2025, to regain compliance with the minimum bid price requirement. On September 2, 2025, Nasdaq granted a 180-day extension, or until March 2, 2026, to regain compliance.
In addition, effective May 8, 2024, Davis entered an agreement with Shanghai Jiao Tong University to establish a foundational program on one of its main campuses, and started the first year of the program beginning in September 2024.
In addition, effective May 8, 2024, Davis entered an agreement with Shanghai Jiao Tong University to establish a foundational program on one of its main campuses, and started the first year of the program beginning in September 2024. Starting August 2025, Davis University’s foundational programs are at Shanghai Jiao Tong University and Chinese University of Hong Kong (Shenzhen Campus).
On the one-year anniversary of the closing date, the Company agreed to repurchase any Purchaser Shares not sold at a price of $6.20 (subject to adjustment for any share splits, share dividends, or similar events) per Purchaser Share.
On the one-year anniversary of the closing date, the Company agreed to repurchase any Purchaser Shares not sold at a price of $6.20 (subject to adjustment for any share splits, share dividends, or similar events) per Purchaser Share. A share-repurchase agreement was signed on November 24, 2022, so the shares were bought back by EpicQuest at a price of $6.20.
The Agreement between Davis and CAS establishes a transfer pathway by facilitating the transfer of credits for students from colleges and universities where CAS operates its International Studies Program to enroll in Davis’ associate and bachelor’s degree programs for business.
The Agreement between Davis and CAS establishes a transfer pathway by facilitating the transfer of credits for students from colleges and universities where CAS operates its International Studies Program to enroll in Davis’ associate and bachelor’s degree programs for business. Starting July 2025, Davis University started offering a Master Certificate Program, through DavisU Canada Inc. (d.b.a.
Pursuant to the January Purchase Agreement, the Company filed a resale registration statement (the “Resale Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering all ordinary shares sold to investors and the ordinary shares issuable upon exercise of the Warrants. The Resale Registration Statement was declared effective on March 27, 2024.
Pursuant to the May Purchase Agreement, the Company filed a resale registration statement (the “Resale Registration Statement”) with the Securities and Exchange Commission (the “Commission”) covering (a) all ordinary shares sold to May Investors and the common shares issuable upon exercise of the May Warrants, and (b) the common shares issuable upon exercise of the August Placement Agent Warrants.
We also intend to implement training programs such as seminars on writing business English email, commercial business communications, PPT production, presentation skills and sales consulting skills to increase the sales capacity of all personnel.
We intend to develop a virtual library of new media training resources segmented by various topics to simplify training and consulting time and improve efficiency. We also intend to implement training programs such as seminars on writing business English email, commercial business communications, PPT production, presentation skills and sales consulting skills to increase the sales capacity of all personnel.
We believe that the facilities that we currently own are adequate to meet our needs for the foreseeable future, and we believe that we will be able to obtain adequate facilities, principally through leasing of additional properties, to accommodate our future expansion plans.
We maintain insurance policies covering facilities for losses due to fire, earthquake, flood or any other disaster. We believe that the facilities that we currently rent are adequate to meet our needs for the foreseeable future, and we believe that we will be able to obtain adequate facilities, principally through leasing of additional properties, to accommodate our future expansion plans.
We believe that the facilities that we currently own are adequate to meet our needs for the foreseeable future, and we believe that we will be able to obtain adequate facilities, principally through leasing of additional properties, to accommodate our future expansion plans.
We maintain insurance policies covering facilities for losses due to fire, earthquake, flood or any other disaster. We believe that the facilities that we currently rent are adequate to meet our needs for the foreseeable future, and we believe that we will be able to obtain adequate facilities, principally through leasing of additional properties, to accommodate our future expansion plans.
The combined purchase price of one ordinary share and accompanying January Warrant was $2.00. Subject to certain ownership limitations, the January Warrants are exercisable upon issuance.
The May Private Placement closed on May 27, 2025. The combined purchase price of one ordinary share and accompanying May Warrant was $0.40. Subject to certain ownership limitations, the May Warrants are exercisable upon issuance.
Quest International Education Center LLC (QIE) was set up on January 13, 2017 in Ohio, and is a wholly-owned subsidiary of QHI. Gilmore INV LLC (Gilmore) was formed in 2023 and is a wholly-owned subsidiary of EpicQuest. SouthGilmore LLC (SouthGilmore) is 40% owned by Gilmore, with EpicQuest Education maintaining control of SouthGilmore’s Board of Directors and heading its management team.
Quest International Education Center LLC (QIE) was formed on January 13, 2017 in Ohio, and is a wholly-owned subsidiary of QHI. Gilmore INV LLC (Gilmore) was formed in November 2023 and is a wholly-owned subsidiary of EpicQuest.
We also rent Unit 500 and Unit 550 at 628 6 th Avenue, New Westminster, British Columbia, Canada for HHI and EduGlobal College. The Company also maintains administrative offices in Beijing. The offices are rented for the Company by Renda Financial under the terms of an agreement between the Company and Renda. ITEM 4A. UNRESOLVED STAFF COMMENTS Not applicable.
The Company also maintains administrative offices in Beijing. The offices are rented for the Company by Renda Financial under the terms of an agreement between the Company and Renda. ITEM 4A. UNRESOLVED STAFF COMMENTS Not applicable.
On January 8, 2024, the Company consummated pursuant to a Securities Purchase Agreement (the “January Purchase Agreement”) an offering with certain accredited investors for the sale by the Company of (i) 400,000 ordinary shares of the Company, par value $0.0016 per share (“ordinary shares”) and (ii) warrants to purchase up to an aggregate of 400,000 ordinary shares (the “January Warrants”), in a private placement offering.
On May 27, 2025, the Company consummated pursuant to a Securities Purchase Agreement (the “May Purchase Agreement”) an offering with certain accredited investors (the “May Investors”) for the sale by the Company of (i) 4,500,000 ordinary shares of the Company and (ii) warrants to purchase up to an aggregate of 13,500,000 ordinary shares (the “May Warrants”), in a private placement offering (the “May Private Placement”).
On August 10, 2023, Davis entered into an agreement with Peking University School of Education (the “Peking University Agreement”) for a two-year continuing education and training program.
New Oriental Consulting is the largest recruitment agent for students in China and recruits for colleges and universities in the U.S. and around the world. On August 10, 2023, Davis entered into an agreement with Peking University School of Education (the “Peking University Agreement”) for a two-year continuing education and training program.
We do not utilize any variable interest entities. We have agreements with the Regional Campuses of Miami University of Ohio, one of the oldest public universities in the country, to offer our services to Chinese students interested in studying in the United States.
Through Quest Holding International LLC (QHI), a wholly owned subsidiary of EpicQuest, we have agreements with the Regional Campuses of Miami University of Ohio, one of the oldest public universities in the country, to offer our services to Chinese students interested in studying in the United States.
SouthGilmore is 40% owned by Gilmore, with EpicQuest Education maintaining control of its Board of Directors and heading its management team. Our capital expenditure amounted to approximately $40,343 and $14,231 for the years ended September 30, 2024 and 2023, respectively. The capital expenditures were primarily used for purchases of property and equipment.
Another entity SouthGilmore LLC (SouthGilmore) was also formed in 2023 to organize sports-related entertainment projects. SouthGilmore is 40% owned by Gilmore, with EpicQuest Education maintaining control of its Board of Directors and heading its management team. Our capital expenditures amounted to approximately $292,842 and $40,343 for the years ended September 30, 2025 and September 30, 2024, respectively.
EduGlobal College (EduGlobal College), pursuant to which it acquired 80% of the issued and outstanding shares of EduGlobal College from EduGlobal Holdings. This acquisition provided us with an opportunity to further develop EduGlobal’s innovative educational programs of English proficiency training and academic programming that was student-centric and were among the highest in academic quality.
This acquisition provided us with an opportunity to further develop EduGlobal’s innovative educational programs of English proficiency training and academic programming that was student-centric and were among the highest in academic quality. On February 1, 2022, the Company announced that EduGlobal signed an Academic Articulation Agreement with Algoma University.
A share-repurchase agreement was signed on November 24, 2022, so the shares were bought back by EpicQuest at a price of $6.20. 19 Ameri-Can’s primary asset is convertible debt with Davis College, Inc., which operates Davis College (“Davis”) in Toledo, Ohio, pursuant to which Ameri-Can had the right to convert its convertible debt security into 100% of the shares of Davis College, Inc.
Ameri-Can’s primary asset was convertible debt with Davis College, Inc., which operates Davis College (“Davis”) in Toledo, Ohio, pursuant to which Ameri-Can had the right to convert its convertible debt security into 100% of the shares of Davis College, Inc.
The agreements provide for ongoing collaborations between EduGlobal and the two institutions of higher learning. On March 28, 2024, two new cooperative (“co-op”) diploma programs at EduGlobal College were approved by the Private Training Institutions Branch (“PTIB”) of British Columbia, which regulates private training institutions.
This acquisition of the 20% of the remaining equity in EduGlobal resulted in EduGlobal College being 100% owned by HHI. On March 28, 2024, two new cooperative (“co-op”) diploma programs at EduGlobal were approved by the Private Training Institutions Branch (“PTIB”) of British Columbia, which regulates private training institutions.
In 2023, EpicQuest established a wholly owned subsidiary, Gilmore INV LLC (Gilmore), in Ohio, for the purposes of kinesiology and recreation education programs to be offered by both of EpicQuest’s owned and operated institutions, Davis University and EduGlobal College. Another entity SouthGilmore LLC (SouthGilmore) was also formed in 2023 to organize sports-related entertainment projects.
As a result of acquiring the remaining 20% of the issued and outstanding shares of EduGlobal College, EduGlobal College is now 100% owned by HHI. 19 In November 2023, EpicQuest established a wholly owned subsidiary, Gilmore INV LLC (Gilmore), in Ohio, for the purposes of kinesiology and recreation education programs to be offered by both of EpicQuest’s owned and operated institutions, Davis University and EduGlobal College.
We believe that our entry into the career-oriented community college field will help us to recruit international students from China as well as to help us to enter the Southeast Asian markets.
We believe that our entry into the career-oriented community college field will help us to recruit international students from China as well as to help us to enter the Southeast Asian markets. 25 In June of 2023, Davis College was approved by the Higher Learning Commission (HLC) to offer a four-year Bachelor of Science in Business degree.
We also rent Unit 500 and Unit 550 at 628 6 th Avenue, New Westminster, British Columbia, Canada for HHI and EduGlobal College. The Company also maintains administrative offices in Beijing. The offices are rented for the Company by Renda Financial under the terms of an agreement between the Company and Renda. 30 C.
The Company also maintains administrative offices in Beijing. The offices are rented for the Company by Renda Financial under the terms of an agreement between the Company and Renda. 30 C.
Skyward International Holding Limited (Skyward) was formed in June of 2023, and is a wholly-owned subsidiary of HHI. Skyward also serves as the holding company of the Company’s Sri Lanka recruiting office opened in September of 2023. We are not a Chinese operating company but a British Virgin Islands holding company with operations conducted by our subsidiaries.
Study Up Center LLC (SUPC) was formed in April 2022 in Ohio, and it is a wholly-owned subsidiary of HHI. Skyward International Holding Limited (Skyward) was formed in June 2023, and is a wholly-owned subsidiary of HHI. Skyward also serves as the holding company of the Company’s Sri Lanka recruiting office opened in September 2023.
This format supports EduGlobal College’s strategy to make quality Canadian education accessible to students from around the world. As a wholly owned subsidiary of HHI, Skyward was set up in June of 2023 in Canada.
This format supports EduGlobal’s strategy to make quality Canadian education accessible to students from around the world. Starting July 2025, EduGlobal operated the Master Certificate Program for Davis University. On August 13, 2025, Richmond Institute of Languages Inc. was renamed as DavisU Canada Inc. As a wholly owned subsidiary of HHI, Skyward was formed in June of 2023 in Canada.
UWS has four campuses across the west and southwest of Scotland and one campus in Central London. UWS offers a range of career-focused undergraduate, postgraduate and research degree opportunities across its four academic schools that serve approximately 17,000 students from more than 70 countries.
UWS offers a range of career-focused undergraduate, postgraduate and research degree opportunities across its four academic schools that serve approximately 17,000 students from more than 70 countries. UWS is recognized as a top 600 university worldwide by Times Higher Education (2020 World University Rankings).
UWS is recognized as a top 600 university worldwide by Times Higher Education (2020 World University Rankings). CU has two principal campuses, one in the center of Coventry, England, where the majority of its operations are located, and one in Central London which focuses on business and management.
CU has two principal campuses, one in the center of Coventry, England, where the majority of its operations are located, and one in Central London which focuses on business and management. CU also governs other higher education institutions, CU Coventry, CU Scarborough and CU London. CU has more than 29,000 undergraduate and 6,000 postgraduate students.
Presently, there are two teams of marketing department members who are responsible for different regions across China, with one person to specifically focus on building partnerships with Chinese vocational colleges. Our sales personnel mainly rely on on-site visits and training models to develop and maintain our customer base.
Starting August 2025, Davis University’s foundational programs are at Shanghai Jiao Tong University and Chinese University of Hong Kong (Shenzhen Campus). Presently, there are two teams of marketing department members who are responsible for different regions across China, with one person to specifically focus on building partnerships with Chinese vocational colleges.
The agreements provide for ongoing collaborations between EduGlobal College and the two institutions of higher learning. ● UK University Collaborative Project. Starting in 2021, we also began working with two premier UK universities (University of the West of Scotland (UWS) and Coventry University (CU)).
Starting in 2021, we also began working with two premier UK universities (University of the West of Scotland (UWS) and Coventry University (CU)). UWS has four campuses across the west and southwest of Scotland and one campus in Central London.
SouthGilmore is 40% owned by Gilmore, with EpicQuest Education maintaining control of its Board of Directors and heading its management team. ● Canada Project. QHI has begun its exploration of the Canadian markets with the intent to replicate the Miami University (Regional model). On January 15, 2022, HHI entered into agreements with Canada EduGlobal Holdings Inc.
EduGlobal College), which prepares students for getting ready for Master’s program(s) offered by Davis University or leading educational institutions in the world. ● Canada Initiative. QHI has begun its exploration of the Canadian markets with the intent to replicate the Miami University (Regional model). On January 15, 2022, HHI entered into agreements with Canada EduGlobal Holdings Inc.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Gross margins Our gross margin in 2024 decreased to 65% from 74% of 2023 primarily due to the net effect of: i) our gross margin for English education program for 2024 is 77% compared to 79% of 2023 due to increase of recruitment fees; and ii) our gross margin for professional training programs decreased to 51% from 62% for 2023 due to the increase of cost of services.
Our gross margin in 2024 decreased to 65% from 74% of 2023 primarily due to the net effect of: i) our gross margin for English education program for 2024 is 77% compared to 79% of 2023 due to increase of recruitment fees; and ii) our gross margin for professional training programs decreased to 51% from 62% for 2023 due to the increase of cost of services.
For the year ended September 30, 2023, change in accounts receivable provided US$0.2 million cash inflow, which led to a US$0.6 million increase in net cash outflow from operating activities. 4) Change in accounts payable and accrued liabilities generated US$1.1 million net cash inflow for the year ended September 30, 2024.
For the year ended September 30, 2023, change in accounts receivable and other receivable provided US$0.2 million cash inflow, which led to a US$0.6 million increase in net cash outflow from operating activities. 4) Change in accounts payable and accrued liabilities generated US$1.1 million net cash inflow for the year ended September 30, 2024.
However, as of September 30, 2024, the Company has incurred recurring net losses and negative cash flows from operations, which raise substantial doubt about its ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.
However, as of September 30, 2025, the Company has incurred recurring net losses and negative cash flows from operations, which raise substantial doubt about its ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.
The increase in management fee was mainly due to: i) a US$0.3 million increase in the management fee at RIL due to its increased business activities as a result of the launches of our English education programs in Canada; and ii) a US$0.7 million increase in the management fee at Davis University due to its increased business activities as well as a result of more education and training programs were added in the year.
The increase in management fee was mainly due to: i) a US$0.3 million increase in the management fee at DC due to its increased business activities as a result of the launches of our English education programs in Canada; and ii) a US$0.7 million increase in the management fee at Davis University due to its increased business activities as well as a result of more education and training programs were added in the year.
Indefinite-lived intangible assets under Professional Training Program reporting unit For the year ended September 30, 2024, we performed a qualitative assessment of the professional education and training program reporting unit and we concluded there were no indicators of impairment that existed. 40
Indefinite-lived intangible assets under Professional Training Program reporting unit For the year ended September 30, 2025, we performed a qualitative assessment of the professional education and training program reporting unit and we concluded there were no indicators of impairment that existed. 40
Net income (loss) Net loss for the year ended September 30, 2024 was US$6.6 million, compared to the net loss of US$7.1 million for the year ended September 30, 2023, representing a decrease in net loss of US$0.5 million.
Net loss for the year ended September 30, 2024 was US$6.6 million, compared to the net loss of US$7.1 million for the year ended September 30, 2023, representing a decrease in net loss of US$0.5 million. B.
Therefore, we have not incurred research and development expenses for the years ended September 30, 2024, 2023 and 2022. D.
Therefore, we have not incurred research and development expenses for the years ended September 30, 2025, 2024 and 2023. D.
Goodwill under Professional Training Program reporting unit For the year ended September 30, 2024, we performed a qualitative assessment of the professional education and training program reporting unit and we concluded there were no indicators of impairment that existed.
Goodwill under Professional Training Program reporting unit For the year ended September 30, 2025, we performed a quantitative assessment of the professional education and training program reporting unit and we concluded there were no indicators of impairment that existed.
For the year ended September 30, 2023, change in prepaid expenses used US$1.3 million cash outflow, which led to a US$5.2 million increase in net cash outflow from operating activities. 3) Change in accounts receivable used US$0.4 million net cash outflow for the year ended September 30, 2024.
For the year ended September 30, 2023, change in prepaid expenses and long-term prepaids used US$1.3 million cash outflow, which led to a US$5.2 million increase in net cash outflow from operating activities. 3) Change in accounts receivable and other receivable used US$0.4 million net cash outflow for the year ended September 30, 2024.
Goodwill under Other reporting unit For the year ended September 30, 2024, we performed a qualitative assessment of the goodwill from other reporting unit and we concluded there were no indicators of impairment that existed.
Goodwill under Other reporting unit For the year ended September 30, 2025, we performed a quantitative assessment of the goodwill from other reporting unit and we concluded there were no indicators of impairment that existed.
Our costs of sales in 2024 increased by US$1.3 million or 89.1% compared to fiscal 2023, which is due to the increase in our revenue in 2024.
Our costs of sales in 2025 increased by US$0.2 million or 6.1% compared to fiscal 2024, which is due to the increase in our revenue in 2025. Our costs of sales in 2024 increased by US$1.3 million or 89.1% compared to fiscal 2023, which is due to the increase in our revenue in 2024.
For the year ended September 30, 2022, the change was a net cash inflow of US$4.0 million, which led to a US$1.2 million decrease in net cash inflow in operating activities. 37 September 30, 2024 vs. 2023 Net cash used in operating activities was US$9.5 million for the year ended September 30, 2024, compared to net cash used in operating activities of US$5.3 million for the year ended September 30, 2023, representing a US$4.2 million increase in the net cash outflow in operating activities.
For the year ended September 30, 2023, the change was a net cash inflow of US$2.8 million, which led to a US$1.2 million decrease in net cash inflow in operating activities. 37 September 30, 2025 vs. 2024 Net cash used in operating activities was US$3.0 million for the year ended September 30, 2025, compared to net cash used in operating activities of US$9.5 million for the year ended September 30, 2024, representing a US$6.5 million decrease in the net cash outflow in operating activities.
Selling expenses For The Year Ended For The Year Ended For The Year Ended September 30, 2024 September 30, 2023 September 30, 2022 Selling expenses $ 1,537,006 $ 1,018,894 $ 952,888 The Company’s selling expenses primarily relate to the student recruitment commission fees paid to agents who provided student recruitment services to the Company and expenses related to business development.
Selling expenses For The Year Ended For The Year Ended For The Year Ended September 30, 2025 September 30, 2024 September 30, 2023 Selling expenses $ 1,366,760 $ 1,537,006 $ 1,018,894 The Company’s selling expenses primarily relate to the student recruitment commission fees paid to agents who provided student recruitment services to the Company and expenses related to business development.
For the year ended September 30, 2023, the change was a net cash inflow of US$2.8 million, which led to a US$1.2 million decrease in net cash inflow in operating activities. 38 Investing Activities: September 30, 2024, 2023 and 2022 Net cash used in investing activities was US$0.7 million for the year ended September 30, 2022.
For the year ended September 30, 2024, the change was a net cash inflow of US$1.6 million, which led to a US$1.8 million decrease in net cash inflow in operating activities. 38 Investing Activities: September 30, 2025, 2024 and 2023 Net cash used in investing activities was US$0.9 million for the year ended September 30, 2023.
Costs of services for English education program (RIL) mainly related to salary expenses incurred for instructors and employees that are directly involved in assisting the provisions of the program services Costs of services for professional education and training programs (DU) mainly related to tuition fees paid to partnership universities and salary expenses incurred for instructors and employees that are directly involved in assisting the provisions of the program services.
Costs of services of DU mainly related to tuition fees paid to partnership universities and salary expenses incurred for instructors and employees that are directly involved in assisting the provisions of the program services.
For The Year Ended For The Year Ended For The Year Ended September 30, 2024 September 30, 2023 September 30, 2022 Income tax expenses (recovery) $ (335,826 ) $ 289,464 $ (191,029 ) The Company had an operating loss in 2023.
For The Year Ended For The Year Ended For The Year Ended September 30, 2025 September 30, 2024 September 30, 2023 Income tax expenses (recovery) $ 3,384 $ (335,826 ) $ 289,464 The Company had an operating loss in 2024.
The increase in net cash outflow in operating activities was primarily due to the following: 1) We had a net loss of US$7.1 million for the year ended September 30, 2023.
The decrease in net cash outflow in operating activities was primarily due to the following: 1) We had a net loss of US$2.5 million for the year ended September 30, 2025.
For the year ended September 30, 2022, change in accounts receivable provided US$0.1 million cash inflow, which led to a US$0.1 million increase in net cash inflow from operating activities. 4) Change in accounts payable and accrued liabilities used US$0.2 million net cash outflow for the year ended September 30, 2023.
For the year ended September 30, 2024, change in accounts receivable and other receivable provided US$0.4 million cash outflow, which led to a US$1.6 million increase in net cash outflow from operating activities. 4) Change in accounts payable and accrued liabilities used US$0.08 million net cash outflow for the year ended September 30, 2025.
For the year ended September 30, 2022, change in accounts payable and accrued liabilities used net cash outflow of US$1.3 million, which led to a US$1.1million decrease in net cash outflow from operating activities. 5) Change in deferred revenue generated US$0.2 million net cash inflow for the year ended September 30, 2023.
For the year ended September 30, 2024, change in accounts payable and accrued liabilities generated net cash inflow of US$1.1 million, which led to a US$1.2 million increase in net cash outflow from operating activities. 5) Change in deferred revenue generated US$0.7 million net cash inflow for the year ended September 30, 2025.
Operating Activities: September 30, 2023 vs. 2022 Net cash used in operating activities was US$5.3 million for the year ended September 30, 2023, compared to net cash used in operating activities of US$4.6 million for the year ended September 30, 2022, represented a US$0.6 million increase in the net cash outflow in operating activities.
Operating Activities: September 30, 2024 vs. 2023 Net cash used in operating activities was US$9.5 million for the year ended September 30, 2024, compared to net cash used in operating activities of US$5.3 million for the year ended September 30, 2023, representing a US$4.2 million increase in the net cash outflow in operating activities.
The increase in cost of services was primarily due to the increase in salaries and also the costs for the new professional training programs in 2024 were relatively higher than the professional training programs in 2023.
The increase in cost of services was primarily due to the increase in salaries and also the costs for the new professional training programs in 2024 were relatively higher than the professional training programs in 2023. Operating expenses Our operating expenses consist of selling and marketing expenses, and general and administrative expenses.
For the year ended September 30, 2022, change in deferred revenue used net cash outflow of US$1.3 million, which led to a US$1.5 million increase in net cash inflow from operating activities. 6) Change in income tax receivable provided US$0.3 million net cash inflow for the year ended September 30, 2023.
For the year ended September 30, 2024, change in deferred revenue provided net cash inflow of US$1.3 million, which led to a US$0.6 million decrease in net cash inflow from operating activities. 6) Change in income tax receivable provided US$0.4 million net cash inflow for the year ended September 30, 2025.
These increases were mainly due to the net effect of: i) a US$0.6 million increase in revenue from our English education programs due to the launches of our programs in Canada in fiscal 2024, and ii) a US$1.8 million increase in revenue from professional training programs due to the inclusion of the full fiscal year’s revenue of our Davis University subsidiary acquired in December 2022 and also due to more training programs were implemented after our acquisition of Davis University.
These increases were mainly due to the net effect of: i) a US$0.6 million increase in revenue from our English education programs due to the launches of our programs in Canada in fiscal 2024, and ii) a US$1.8 million increase in revenue from professional training programs due to the inclusion of the full fiscal year’s revenue of our Davis University subsidiary acquired in December 2022 and also due to more training programs were implemented after our acquisition of Davis University. 33 Costs of services Costs of services of QHI mainly related to the program fees that we paid to our partnered university which provides the Foreign language education program to our students.
For the year ended September 30, 2022, the change was a net cash outflow of US$0.6 million, which led to a US$0.6 million decrease in net cash outflow in operating activities. 8) Change in non-cash items, including depreciation, goodwill impairment, accretion of lease expenses, gain/loss from disposal of fixed assets, deferred income taxes and stock-based compensation expenses, provided a total of US$2.8 million net cash inflow for the year ended September 30, 2023.
For the year ended September 30, 2024, the change was a net cash inflow of US$0.007 million, which led to a US$0.4 million increase in net cash inflow from operating activities. 7) Change in non-cash items, including depreciation, goodwill impairment, accretion of lease expenses, gain/loss from disposal of fixed assets, gain from settlement of student deposit refunds with Renda, deferred income taxes and stock-based compensation expenses, provided a total of US$0.2 million net cash outflow for the year ended September 30, 2025.
If the Company is unable to obtain sufficient financing or generate adequate cash flows from operations, it may be required to curtail or cease operations, seek protection under applicable bankruptcy laws, or pursue other strategic alternatives.
If the Company is unable to obtain sufficient financing or generate adequate cash flows from operations, it may be required to curtail or cease operations, seek protection under applicable bankruptcy laws, or pursue other strategic alternatives. The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
For the year ended September 30, 2022, we had a net loss of US$6.1 million which led to a US$1.0 million increase in net cash outflow in operating activities. 2) Change in prepaid expenses used US$1.3 million cash outflow for the year ended September 30, 2023.
For the year ended September 30, 2024, we had a net loss of US$6.6 million which led to a US$4.1 million decrease in net cash outflow in operating activities. 2) Change in prepaid expenses and long-term prepaids generated US$0.6 million cash inflow for the year ended September 30, 2025.
The decrease is mainly due to the net operating loss in fiscal 2024. 32 Results of Operations Years Ended September 30, 2024, 2023 and 2022 For The Year Ended For The Year Ended For The Year Ended September 30, 2024 September 30, 2023 September 30, 2022 Revenues $ 8,153,546 $ 5,712,480 $ 6,330,428 Costs of services 2,840,112 1,502,255 2,021,058 Gross profit 5,313,434 4,210,225 4,309,370 Operating costs and expenses: Selling expenses 1,537,006 1,018,894 952,888 General and administrative 11,201,445 10,210,960 10,521,551 Total operating costs and expenses 12,738,451 11,229,854 11,474,439 Income (loss) from operations (7,425,017 ) (7,019,629 ) (7,165,069 ) Other income (518,007 ) (239,231 ) (845,598 ) Income (loss) before provision for income taxes (6,907,010 ) (6,780,398 ) (6,319,471 ) Income taxes expense (recovery) (335,826 ) 289,464 (191,029 ) Net loss (6,571,184 ) (7,069,862 ) (6,128,442 ) Revenue, costs of sales and gross profit margin The following table sets forth the revenue, costs of sales and gross profit margin of the Company: For The Year Ended For The Year Ended For The Year Ended September 30, 2024 September 30, 2023 September 30, 2022 Revenues – English education program (QHI) $ 3,927,988 $ 3,946,380 $ 6,330,428 Revenues – English education program (RIL) 607,697 - - Revenues – Professional education and training programs (DU) 3,617,861 1,766,100 - Costs of services English education programs (QHI) 997,763 837,055 2,021,058 Costs of services English education programs (RIL) 57,814 - - Costs of services professional education and training programs (DU) 1,784,535 665,200 - Gross profit 5,313,434 4,210,225 4,309,370 Gross profit margin % 65 % 74 % 68 % Revenue Our revenues increased by US$2.4 million or 42.7% in fiscal 2024 compared to fiscal 2023.
The increase is mainly due to the private placements in fiscal 2025. 32 Results of Operations Years Ended September 30, 2025, 2024 and 2023 For The Year Ended For The Year Ended For The Year Ended September 30, 2025 September 30, 2024 September 30, 2023 Revenues $ 8,939,989 $ 8,153,546 $ 5,712,480 Costs of services 3,014,119 2,840,112 1,502,255 Gross profit 5,925,870 5,313,434 4,210,225 Operating costs and expenses: Selling expenses 1,366,760 1,537,006 1,018,894 General and administrative 8,739,049 11,201,445 10,210,960 Total operating costs and expenses 10,105,809 12,738,451 11,229,854 Income (loss) from operations (4,179,939 ) (7,425,017 ) (7,019,629 ) Other (income) (1,656,710 ) (518,007 ) (239,231 ) Income (loss) before provision for income taxes (2,523,229 ) (6,907,010 ) (6,780,398 ) Income taxes expense (recovery) 3,384 (335,826 ) 289,464 Net loss (2,526,613 ) (6,571,184 ) (7,069,862 ) Revenue, costs of sales and gross profit margin The following table sets forth the revenue, costs of sales and gross profit margin of the Company: For The Year Ended For The Year Ended For The Year Ended September 30, 2025 September 30, 2024 September 30, 2023 Revenues – QHI $ 2,232,978 $ 3,927,988 $ 3,946,380 Revenues – DC 356,623 607,697 - Revenues – DU 6,350,388 3,617,861 1,766,100 Costs of services – QHI 440,622 997,763 837,055 Costs of service College – DC 128,727 57,814 - Costs of services – DU 2,444,770 1,784,535 665,200 Gross profit 5,925,870 5,313,434 4,210,225 Gross profit margin % 66 % 65 % 74 % Revenue Our revenues increased by US$0.8 million or 9.6% in fiscal 2025 compared to fiscal 2024.
We have the option of performing a qualitative assessment of a reporting unit to determine whether a quantitative impairment test is necessary.
The reporting units that contain goodwill include Professional Training Program reporting unit and Other reporting unit. We have the option of performing a qualitative assessment of a reporting unit to determine whether a quantitative impairment test is necessary.
Management has developed a plan to address these concerns, which includes the following actions: ● Cost reduction initiatives: The Company plans to implement some cost-cutting measures, including reductions in discretionary spending. ● Equity financing: The Company is actively seeking additional equity financing to fund operations and meet its obligations. ● Asset sales: The Company is exploring the sale of non-core assets to generate additional liquidity. ● New university programs: The Company is exploring strategic partnerships with more universities to introduce more educational programs and increase sources of revenues.
Management has developed a plan to address these concerns, which includes the following actions: ● Cost reduction initiatives: The Company plans to implement some cost-cutting measures, including reductions in discretionary spending. ● Equity financing: The Company is actively seeking additional equity financing to fund operations and meet its obligations. ● New university programs: The Company is exploring strategic partnerships with more universities to introduce more educational programs and increase sources of revenues. 36 While management believes that these plans are feasible, there is no assurance that these actions will be successful in mitigating the substantial doubt about the Company’s ability to continue as a going concern.
Other income of US$0.2 million in fiscal 2023 is mainly related to government grant for COVID-19 relief. Income Tax BVI Under the current laws of the BVI, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no BVI withholding tax will be imposed.
Income Tax BVI Under the current laws of the BVI, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no BVI withholding tax will be imposed.
The Company’s consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. 36 Cash Flow Summary Years Ended September 30, 2024, 2023 and 2022 For the year ended September 30, 2024 For the year ended September 30, 2023 For the year ended September 30, 2022 Net cash provided by (used in) operating activities (9,481,722 ) (5,252,527 ) (4,613,697 ) Net cash provided by (used in) investing activities 716,772 (877,635 ) (651,480 ) Net cash provided by (used in) financing activities 4,947,683 - 200,000 Effect of exchange rate changes on cash 470 (7,346 ) (28,938 ) Net increase (decrease) in cash (3,816,797 ) (6,137,508 ) (5,094,115 ) Cash at beginning of period 5,305,551 11,443,059 16,537,174 Cash at end of period 1,488,754 5,305,551 11,443,059 We had a balance of cash and cash equivalents of US1.5 million (including restricted cash) as of September 30, 2024, US5.3 million as of September 30, 2023, and a balance of US$11.4 million as of September 30, 2022.
Cash Flow Summary Years Ended September 30, 2025, 2024 and 2023 For the year ended September 30, 2025 For the year ended September 30, 2024 For the year ended September 30, 2023 Net cash provided by (used in) operating activities (2,946,315 ) (9,481,722 ) (5,252,527 ) Net cash provided by (used in) investing activities 1,455,286 716,772 (877,635 ) Net cash provided by (used in) financing activities 5,109,251 4,947,683 - Effect of exchange rate changes on cash (13,742 ) 470 (7,346 ) Net increase (decrease) in cash 3,604,480 (3,816,797 ) (6,137,508 ) Cash at beginning of period 1,488,754 5,305,551 11,443,059 Cash at end of period 5,093,234 1,488,754 5,305,551 We had a balance of cash and cash equivalents of US$5.1 million (including restricted cash) as of September 30, 2025, a balance of US$1.5 million as of September 30, 2024, and a balance of US$5.3 million as of September 30, 2023.
For the year ended September 30, 2022, change in prepaid expenses provided a US$0.6 million cash inflow, which led to a US$1.9 million increase in net cash outflow from operating activities. 3) Change in accounts receivable generated US$0.2 million net cash inflow for the year ended September 30, 2023.
For the year ended September 30, 2024, change in prepaid expenses and long-term prepaids used US$6.5 million cash outflow, which led to a US$7.1 million decrease in net cash outflow from operating activities. 3) Change in accounts receivable and other receivable used US$2.0 million net cash outflow for the year ended September 30, 2025.
The increase is primarily due to the inclusion of the operating expenses of the newly acquired Davis University in 2023. 34 General and administrative expenses General and administrative expenses consist primarily of the following expenses: For the Year Ended September 30, 2024 For the Year Ended September 30, 2023 For the Year Ended September 30, 2022 Bank charges $ 17,855 $ 9,156 $ 8,982 Depreciation expenses 425,782 407,384 252,097 Insurance 133,035 64,393 70,515 Office expenses 783,742 721,419 190,338 Professional 1,160,520 1,581,541 1,131,745 Rental expenses 938,340 694,067 496,054 Repairs and maintenance 31,122 3,169 64,317 Salary and benefits 2,163,224 2,246,993 1,043,343 Management service fee 3,420,000 2,430,000 2,160,000 Stock-based compensation 1,977,187 1,817,310 4,813,049 Sundry 109,283 121,915 177,153 Tax and licenses 29,500 34,362 87,942 Vehicle expenses 17,965 35,296 26,016 Impairment - 14,019 - Bad debt (recovery) (6,110) 29,936 - Total 11,201,445 10,210,960 10,521,551 Our general administrative (“G&A”) expenses are generally fixed and will not significantly vary according to the changes of our revenue.
The total selling expenses increased by US$0.5 million in 2024 compared to 2023, which is consistent with the increase in sales revenue in 2024. 34 General and administrative expenses General and administrative expenses consist primarily of the following expenses: For the Year Ended September 30, 2025 For the Year Ended September 30, 2024 For the Year Ended September 30, 2023 Bank charges $ 21,492 $ 17,855 $ 9,156 Depreciation and amortization expenses 409,899 425,782 407,384 Insurance 85,112 133,035 64,393 Office expenses 832,869 783,742 721,419 Professional 1,481,382 1,160,520 1,581,541 Rental expenses 1,357,224 938,340 694,067 Repairs and maintenance 8,615 31,122 3,169 Salary and benefits 1,705,201 2,163,224 2,246,993 Management service fee 1,760,000 3,420,000 2,430,000 Stock-based compensation 900,879 1,977,187 1,817,310 Sundry 93,396 109,283 121,915 Tax and licenses 3,167 29,500 34,362 Vehicle expenses 12,294 17,965 35,296 Impairment - - 14,019 Bad debt (recovery) 67,519 (6,110 ) 29,936 Total 8,739,049 11,201,445 10,210,960 Our general administrative (“G&A”) expenses are generally fixed.
Operating Results We were founded in 2012. Our revenue is primarily derived from English education programs for the year ended September 30, 2022 and from English education programs and professional training programs for the years ended September 30, 2024 and 2023.
Operating Results We were founded in 2012. Our revenue is primarily derived from foreign language education, college-level education, and the education and professional training programs for the years ended September 30, 2025 and 2024. Our revenue for the year ended September 30, 2025 increased by US$0.8 million as compared to that of the year ended September 30, 2024.
Our operating expenses decreased by US$0.2 million compared to fiscal 2022 primarily due to the decrease in our general administrative expenses. Our net loss for the year ended September 30, 2023, increased by US$0.9 million as compared to that of the year ended September 30, 2022. As of September 30, 2024, our cash was US$1.5 million, including restricted cash.
Our operating expenses decreased by US$2.6 million compared to fiscal 2024 primarily due to the decrease in stock-based compensation expenses and management fee. Our net loss for the year ended September 30, 2025 decreased by US$4.0 million as compared to that of the year ended September 30, 2024.
Net loss for the year ended September 30, 2023 was US$7.1 million, compared to the net loss of US$6.1 million for the year ended September 30, 2022, representing an increase in net loss of US$1.0 million. B.
Net income (loss) Net loss for the year ended September 30, 2025 was US$2.5 million, compared to the net loss of US$6.6 million for the year ended September 30, 2024, representing a decrease in net loss of US$4.1 million.
Unanticipated events and circumstances may occur that could affect either the accuracy or validity of such assumptions, estimates or actual results. Goodwill Goodwill is not amortized, but it is tested annually for impairment as of September 30, or more frequently if events or changes in circumstances indicate that those assets might be impaired.
Goodwill Goodwill is not amortized, but it is tested annually for impairment as of September 30, or more frequently if events or changes in circumstances indicate that those assets might be impaired. Goodwill is tested for impairment at a reporting unit level, which is at the same level or one level below an operating segment.
As of September 30, 2024, 2023 and 2022, we had US$1.2 million, US$5.0 million, and US$11.4 million, respectively, in cash, which primarily consists of cash deposited in banks. The Company’s working capital requirements mainly comprise cost of English learning program fees, student recruitment fees, office expenses, professional fees, rental expenses, and salary expenses.
The proceeds were after deducting offering expenses. As of September 30, 2025, 2024 and 2023, we had US$4.8 million, US$1.2 million, and US$5.0 million, respectively, in cash, which primarily consists of cash deposited in banks.
It was attributable to the net effects of: i) US$0.3 million net repayment of notes receivable; ii) net amount of US$1.9 million used in business and asset acquisitions; and iii) proceeds of US$1.9 million from sale of a real estate property. Net cash used in investing activities was US$0.9 million for the year ended September 30, 2023.
Net cash generated from investing activities was US$1.5 million for the year ended September 30, 2025. It was primarily attributable to the net result of: 1) US$1.7 million generated from sale of property and equipment and 2) purchase of property and equipment of US$0.3 million.
Financing Activities: September 30, 2024, 2023 and 2022 For the year ended September 30, 2022, the Company had net cash provided by financing activities of US$0.2 million, which was attributable to collection of remaining IPO proceeds of US$0.2 million previously held in trust account. For the year ended September 30, 2023, the Company did not have financing activities.
For the year ended September 30, 2025, the Company had net cash provided by financing activities of US$5.1 million, which was attributable to the net result of: 1) US$1.8 million from the May Private Placement; and 2) US$3.3 million from the August Offering.
The program fees are based on semester terms and are generally fixed per student and per semester.
The program fees are based on semester terms and are generally fixed per student and per semester. Costs of services of DC mainly related to instructor salaries, outsourcing fees for university application assistance, and rental expenses for student accommodation.
This represents a decrease of US$3.8 million from US$5.3 million as of September 30, 2023.
As of September 30, 2025, our cash was US$5.1 million, including restricted cash. This represents an increase of US$3.6 million from US$1.5 million as of September 30, 2024.
The income tax expense in 2023 is related to new valuation allowance provided based on the Company’s assessment of its ability to use the temporary deductible differences in foreseeable future. The Company had an operating loss in 2024.
The Company had an operating loss in 2025, except QIE, DU, and DC. The income tax expense in 2025 is related to income tax expenses on DU.
Each warrant is exercisable into one share at an exercise price of $2.00/share within 5 years from the issuance date. The gross proceeds to the Company from the private placement was $0.8 million, before deducting offering expenses, and excluding the proceeds, if any, from the exercise of the warrants.
On May 27, 2025, the Company completed a unit offering private placement and issued 4,500,000 ordinary shares and May Warrants to purchase 13,500,000 ordinary shares at a combined purchase price of $0.40 per share and accompanying warrants for net proceeds of $1.8 million, after deducting offering expenses, and excluding the proceeds, if any, from the exercise of the May Warrants (the “May Private Placement”).
As of September 30, 2024, the Company had an accumulated deficit of $14,958,678 and a working capital deficit of $5,469,694.
As of September 30, 2025, the Company had an accumulated deficit of $17,387,799 and a negative cash flow from operating activities of $2,946,315.
The significant decrease in stock-based compensation in 2023 compared to 2022 was due to the share prices were lower in 2023 and the Company’s share-based compensation was mostly related to direct common shares granted to directors, officers and employees. Other income Other income of $0.5 million in fiscal 2024 is mainly related to gain from disposal of fixed assets.
Other income Other income of $1.7 million in fiscal 2025 is mainly related to: i) US$1.2 million gain on settlement of accounts payable, and ii) US$0.5 million gain from disposal of fixed assets. Other income of US$0.5 million in fiscal 2024 is mainly related to gain from disposal of fixed assets.
Removed
Our revenue for the year ended September 30, 2023 decreased by US$0.6 million as compared to that of the year ended September 30, 2022. These decreases were mainly due to the net effect of: i) a US$2.4 million decrease in revenue from our English education program due to the continuing effects of the COVID-19 pandemic.
Added
The increase was mainly due to the net result of: i) a US$2.7 million increase in revenue from DU, mainly from professional education and professional training programs, driven by the launch of new programs and higher student enrollment in fiscal 2025, which resulted in increased revenue recognition; ii) a US$2.3 million decrease in revenue from QHI, primarily from English education programs, due to a significant decline in student enrollment during fiscal 2025; and iii) a US$0.4 million increase in revenue from newly launched college-level education programs.
Removed
When a new wave of COVID-19 pandemic occurred in China starting in November 2022, our recruiting activities for the spring and summer semesters of the 2022-23 academic year were again significantly affected; and ii) a US$1.8 million increase in revenue from professional training programs due to the inclusion of our newly acquired Davis University subsidiary in 2023.
Added
These increases were mainly due to the net effect of: i) a US$2.7 million increase in revenue from DU, mainly from professional education and professional training programs, driven by the launch of new programs and higher student enrollment in fiscal 2025, which resulted in increased revenue recognition; ii) a US$2.3 million decrease in revenue from QHI, primarily from English education programs, due to a significant decline in student enrollment during fiscal 2025; and iii) a US$0.4 million increase in revenue from newly launched college-level education programs.
Removed
Our revenues decreased by US$0.6 million or 10% in fiscal 2023 compared to fiscal 2022. These decreases were mainly due to the net effect of: i) a US$2.4 million decrease in revenue from our English education program due to the continuing effects of the COVID-19 pandemic.
Added
Our revenues increased by US$2.4 million or 42.7% in fiscal 2024 compared to fiscal 2023.
Removed
When a new wave of COVID-19 pandemic occurred in China starting in November 2022, our recruiting activities for the spring and summer semesters of the 2022-23 academic year were again significantly affected; and ii) a US$1.8 million increase in revenue from professional training programs due to the inclusion of our newly acquired Davis University subsidiary in 2023. 33 Costs of services Costs of services for English education program (QHI) mainly related to the program fees that we paid to our partnered university which provides the English learning program to our students.
Added
Gross margins Our gross margin was stable from 2024 to 2025, slightly increased to 66% in 2025 from 65% in 2024 primarily due to the net effect of: i) our gross margin for foreign language education program for 2025 is 80% compared to 77% of 2024 due to decrease of cost for QHI, as no minimum guarantee fee pay to Miami University ; ii) our gross margin for education and professional training programs increased to 62% from 51% for 2024 as no minimum enrollment guarantee charged by Peking University ; and iii) 64% gross margin from new college-level education program.
Removed
Our costs of services in 2023 decreased by US$0.5 million or 25% compared to fiscal 2022, which is due to the net effect of: i) costs of services for English education programs decreased by US$1.2 million due to the decrease in revenue from English education program and the termination of cooperation with Dalian University of Finance and Economics; and ii) costs of services for professional training programs increased by US0.7 million due to inclusion of the newly acquired Davis University’s operations in fiscal 2023.
Added
The Company relies on agents to promote and recruit potential students to enroll in its foreign language education programs, college-level education programs, as well as academic and professional training programs.
Removed
Our gross margin in 2023 increased to 74% from 68% of 2022 primarily due to the net effect of: i) our gross margin for English education program for 2023 is 79% compared to 68% of 2022 due to more students resumed physical attendance of the English Program courses in the US due to the lifting of COVID-19 travel restrictions.
Added
Total selling expenses decreased by US$0.2 million in 2025 compared to 2024, the decrease was due to commissions applying only to new enrollments, excluding continuing students and certain new non-agent revenue streams.
Removed
Therefore, we did not need to pay the additional costs to a local university in China to provide online courses to students who went to US for in-class courses; and ii) our gross margin for professional training programs is 62% for 2023, which is the first year we had revenue from this revenue stream.
Added
The significant decrease in 2025 is mainly due to a lower management fee charged by business partners and reduced stock-based compensation expenses caused by a decrease in the Company's stock price.
Removed
Operating expenses Our operating expenses consist of selling and marketing expenses, and general and administrative expenses.
Added
Our general administrative expenses decreased by $2.5 million in 2025 compared to 2024, mainly due to the decrease in stock-based compensation with an amount of US$1.1 million decrease in fiscal 2025, and decrease in management service fees with an amount of US$1.7 million decrease in fiscal 2025.
Removed
The Company relies on agents to promote and recruit potential students to enroll in its English learning programs. Total selling expenses increased by US$0.5 million in 2024 compared to 2023, which is consistent with the increase in sales revenue in 2024. The total selling expenses increased by US$0.07 million in 2023 compared to 2022.
Added
The decrease in management fee was mainly due to: i) a US$1.1 million decrease in the management fee at QHI due to its decreased business activities as a result of the decrease student enrollment of our English education programs in Hamilton, Ohio; and ii) a US$0.6 million decrease in the management fee at Davis University due to decrease of management fee paid to the Company’s business partners.
Removed
Our general administrative expenses remained relatively stable in 2023 compared to 2022, only slightly decreased by US$0.3 million. This was because there were no significant changes in our G&A activities in 2023 other than certain items such as salary and benefits. The significant increase in salary and benefits was due to the inclusion of the newly acquired Davis University subsidiary.
Added
Liquidity and Capital Resources Cash Flows and Working Capital During the fiscal year ended September 30, 2025, we have financed our operations primarily though proceeds from public offerings and private placements of equity securities, and the incurrence of debt, including, i) net proceeds of US$1.8 million from May Private Placement, and ii) net proceeds of US$3.3 million from the August Offering.
Removed
Liquidity and Capital Resources Cash Flows and Working Capital To date, we have financed our operations primarily through cash raised from our last initial public offering, US$9.3 million, and cash investments from our investors.
Added
The Company’s working capital requirements mainly comprise cost of foreign language education program fees, education and professional training program fees, college-level education program fees, student recruitment fees, office expenses, professional fees, rental expenses, and salary expenses. We expect that the Company’s capital requirements will be met by cash generated from its own operating activities and equity financing.
Removed
We expect that the Company’s capital requirements will be met by cash generated from its own operating activities and equity financing. On January 8, 2024, the Company completed a unit offering private placement and issued 400,000 units with unit price of $2.00 per unit (the “January Private Placement”). Each unit contains one share and one warrant.
Added
The May Warrants are immediately exercisable at an exercise price of $0.48 per share, and expire one year after the issuance date.
Removed
While management believes that these plans are feasible, there is no assurance that these actions will be successful in mitigating the substantial doubt about the Company’s ability to continue as a going concern.
Added
On August 26, 2025, the Company completed a private placement and issued 5,068,494 ordinary share at a purchase price of $0.73 per share for net proceeds of $3.3 million after deducting placement agent fees and other offering expenses payable by the Company (the “August Offering”).
Removed
For the year ended September 30, 2022, the change was a net cash inflow of US$0.01 million, which led to a US$0.3 million increase in net cash inflow from operating activities. 7) Change in student deposits used US$0.04 million net cash outflow for the year ended September 30, 2023.
Added
Financing Activities: September 30, 2025, 2024 and 2023 For the year ended September 30, 2023, the Company did not have financing activities.
Removed
Business Combinations Accounting for business combinations requires management to make significant estimates and assumptions, particularly for the valuation of intangible assets. The fair value of intangible assets are based upon widely-accepted valuation techniques, including discounted cash flows, multi period excess earnings method, replacement costs, and relief from royalty method, depending on the nature of the assets acquired or liabilities assumed.
Removed
Inherent in each valuation technique are critical assumptions, including future cash flows and growth rates, gross margins, attrition rates, royalty rates, discount rates, and terminal value and forecast period assumptions. The discount rates used to discount expected cash flows to present values are typically derived from a weighted average cost of capital analysis and adjusted to reflect inherent risks.
Removed
Goodwill is tested for impairment at a reporting unit level, which is at the same level or one level below an operating segment. The reporting units that contain goodwill include Professional Training Program reporting unit and Other reporting unit.

Item 6. [Reserved]

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

41 edited+18 added−2 removed68 unchanged
Wilson holds a PhD in Finance (University of Alberta, 2004) and a Bachelor of Commerce degree in Finance (University of Alberta, 1998) as well as a Bachelor of Science degree in Mathematics (University of Alberta, 1996). Mr. Wilson’s deep academic knowledge and expertise of finance and management sciences represent valuable skills on the Company’s Board. G.
Mr. Wilson holds a PhD in Finance (University of Alberta, 2004) and a Bachelor of Commerce degree in Finance (University of Alberta, 1998) as well as a Bachelor of Science degree in Mathematics (University of Alberta, 1996). Mr. Wilson’s deep academic knowledge and expertise of finance and management sciences represent valuable skills on the Company’s Board. G.
If his employment is terminated at the Company’s election without “cause” (as defined in the agreement), which requires 90 days’ advanced notice, or by him for “good reason” (as defined in the agreement), he will be entitled to receive severance payments equal to 9 months’ of his base salary and a pro rata portion of his target annual bonus for the year when termination occurs.
If his employment is terminated at the Company’s election without “cause” (as defined in the agreement), which requires 90 days’ advanced notice, or by him for “good reason” (as defined in the agreement), he will be entitled to receive severance payments equal to 9 months’ of his base salary and a pro rata portion of his target annual bonus for the year when termination occurs.
From 2009 to August 2016, she was the Deputy General Manager at Beijing Renda Finance Education Technology Co., Ltd. She holds a Bachelor’s degree in English from Shandong Normal University (2003) and attended several MBA diploma courses at Renmin University (2008-2009) and Tsinghua University (2013-2015). Jing Li is the Company’s Chief Development Officer.
From 2009 to August 2016, she was the Deputy General Manager at Beijing Renda Finance Education Technology Co., Ltd. She holds a Bachelor’s degree in English from Shandong Normal University (2003) and attended several MBA diploma courses at Renmin University (2008-2009) and Tsinghua University (2013-2015). 41 Jing Li is the Company’s Chief Development Officer.
Zhang was issued an option to purchase 50,000 common shares with an exercise price of $2.21 vesting in four equal installments on the first calendar day of each full fiscal quarter under the 2019 Plan. On October 19, 2023, the Board, upon the recommendation of the Compensation Committee, approved the following compensation for Mr.
Zhang was issued an option to purchase 50,000 common shares with an exercise price of $2.21 vesting in four equal installments on the first calendar day of each full fiscal quarter under the 2019 Plan. 2023 – 2024: On October 19, 2023, the Board, upon the recommendation of the Compensation Committee, approved the following compensation for Mr.
Wu was issued an option to purchase 40,000 common shares with an exercise price of $2.21 vesting in four equal installments on the first calendar day of each full fiscal quarter under the 2019 Plan. On October 19, 2023, the Board, upon the recommendation of the Compensation Committee, approved the following compensation for Mr.
Wu was issued an option to purchase 40,000 common shares with an exercise price of $2.21 vesting in four equal installments on the first calendar day of each full fiscal quarter under the 2019 Plan. 2023 – 2024: On October 19, 2023, the Board, upon the recommendation of the Compensation Committee, approved the following compensation for Mr.
Xu was issued 60,000 common shares, as well as restricted stock units for 80,000 common shares vesting in four equal installments in the period between October 1, 2021, and April 1, 2023, under the 2019 Plan. On October 19, 2023, the Board, upon the recommendation of the Compensation Committee, approved the following compensation for Ms.
Xu was issued 60,000 common shares, as well as restricted stock units for 80,000 common shares vesting in four equal installments in the period between October 1, 2021, and April 1, 2023, under the 2019 Plan. 2023 – 2024: On October 19, 2023, the Board, upon the recommendation of the Compensation Committee, approved the following compensation for Ms.
This milestone was not achieved during the year ended September 30, 2022, and the shares were not issued. He is also entitled to reimbursement of reasonable expenses, vacation, sick leave, health and other benefits customary to agreements of this nature. Under the terms of the agreement, commencing with the fiscal year ending September 30, 2022, Mr.
This milestone was not achieved during the year ended September 30, 2022, and the shares were not issued. He is also entitled to reimbursement of reasonable expenses, vacation, sick leave, health and other benefits customary to agreements of this nature. Under the terms of the agreement, commencing with the fiscal year ended September 30, 2022, Mr.
Zhang was issued restricted stock units for 250,000 common shares vesting in five equal installments between October 1, 2021, and October 1, 2023, as well as an additional option to purchase 150,000 common shares under the 2019 Plan. On December 30, 2022, for services Mr.
Zhang was issued restricted stock units for 250,000 common shares vesting in five equal installments between October 1, 2021, and October 1, 2023, as well as an additional option to purchase 150,000 common shares under the 2019 Plan. 44 On December 30, 2022, for services Mr.
Li will be eligible to receive an annual bonus of restricted stock units for up to 10,000 common shares, in the determination of the Company’s Compensation Committee. The Company’s Compensation Committee determined to not issue these shares for the years ended September 30, 2022, and September 30, 2023.
Li will be eligible to receive an annual bonus of restricted stock units for up to 10,000 common shares, in the determination of the Company’s Compensation Committee. The Company’s Compensation Committee determined to not issue these shares for the years ended September 30, 2022, September 30, 2023, and September 30, 2024.
Yu will be eligible to receive an annual bonus of restricted stock units for up to 10,000 common shares, in the determination of the Company’s Compensation Committee. The Company’s Compensation Committee determined to not issue these shares for the years ended September 30, 2022, and September 30, 2023.
Yu will be eligible to receive an annual bonus of restricted stock units for up to 10,000 common shares, in the determination of the Company’s Compensation Committee. The Company’s Compensation Committee determined to not issue these shares for the years ended September 30, 2022, September 30, 2023, and September 30, 2024.
Officer Compensation; Employment Agreements and Arrangements The total cash compensation paid by us or our significant subsidiaries during the years ended September 30, 2024 and September 30, 2023, to our officers for such persons’ services as officers (including contingent or deferred compensation accrued during the years ended September 30, 2024 and September 30, 2023, but not including any amounts paid to such persons for their services as directors), as well as equity-based compensation paid to our executive officers during the years ended September 30, 2023, and September 30, 2024, are described below.
Officer Compensation; Employment Agreements and Arrangements The total cash compensation paid by us or our significant subsidiaries during the years ended September 30, 2025 and September 30, 2024, to our officers for such persons’ services as officers (including contingent or deferred compensation accrued during the years ended September 30, 2025 and September 30, 2024, but not including any amounts paid to such persons for their services as directors), as well as equity-based compensation paid to our executive officers during the years ended September 30, 2025, and September 30, 2024, are described below.
Effective for the fiscal year ending September 30, 2023, the foregoing compensation was increased to US$1.00 and the issuance of restricted stock units for 160,000 common shares vesting in four equal installments on the first calendar day of each full fiscal quarter. Under the terms of the agreement, for the fiscal year ending September 30, 2022, Mr.
Effective for the fiscal year ended September 30, 2023, the foregoing compensation was increased to US$1.00 and the issuance of restricted stock units for 160,000 common shares vesting in four equal installments on the first calendar day of each full fiscal quarter. Under the terms of the agreement, for the fiscal year ended September 30, 2022, Mr.
Effective for the fiscal year ending September 30, 2023, Mr. Wu will be eligible to receive an annual bonus of restricted stock units for up to 80,000 common shares, in the determination of the Company’s Compensation Committee, if the Company’s sales revenue increased by 20% during that fiscal year.
Effective for the fiscal year ended September 30, 2023, Mr. Wu will be eligible to receive an annual bonus of restricted stock units for up to 80,000 common shares, in the determination of the Company’s Compensation Committee, if the Company’s sales revenue increased by 20% during that fiscal year.
For the fiscal year ending September 30, 2022, the agreement provided for an annual base salary of US$1.00 and the issuance of restricted stock units for 100,000 common shares vesting in four equal installments on the first calendar day of each full fiscal quarter.
For the fiscal year ended September 30, 2022, the agreement provided for an annual base salary of US$1.00 and the issuance of restricted stock units for 100,000 common shares vesting in four equal installments on the first calendar day of each full fiscal quarter.
For the fiscal year ending September 30, 2022, the agreement provided for an annual base salary of US$1.00 and the issuance of restricted stock units for 80,000 common shares vesting in four equal installments on the first calendar day of each full fiscal quarter.
For the fiscal year ended September 30, 2022, the agreement provided for an annual base salary of US$1.00 and the issuance of restricted stock units for 80,000 common shares vesting in four equal installments on the first calendar day of each full fiscal quarter.
(3) No stock awards were issued to the Company’s non-employee directors during the year ended September 30, 2024. Stock options granted for during the year ended September 30, 2024, to the Company’s non-employee directors were as follows: Name Number of Shares Underlying Options Craig Wilson 60,000 G.
(3) No stock awards were issued to the Company’s non-employee directors during the year ended September 30, 2025. Stock options granted for during the year ended September 30, 2025, to the Company’s non-employee directors were as follows: Name Number of Shares Underlying Options Craig Wilson 60,000 G.
She is also entitled to reimbursement of reasonable expenses, vacation, sick leave, health and other benefits customary to agreements of this nature. Under the terms of the agreement, commencing with the fiscal year ending September 30, 2022, Ms.
She is also entitled to reimbursement of reasonable expenses, vacation, sick leave, health and other benefits customary to agreements of this nature. Under the terms of the agreement, commencing with the fiscal year ended September 30, 2022, Ms.
Effective for the fiscal year ending September 30, 2023, Mr. Zhang was eligible to receive an annual bonus of restricted stock units for up to 100,000 common shares, in the determination of the Company’s Compensation Committee, if the Company’s sales revenue increased by 20% during that fiscal year.
Effective for the fiscal year ended September 30, 2024, Mr. Zhang was eligible to receive an annual bonus of restricted stock units for up to 100,000 common shares, in the determination of the Company’s Compensation Committee, if the Company’s sales revenue increased by 20% during that fiscal year.
This milestone was not achieved during the year ended September 30, 2023, and the shares were not issued. 44 Mr. Zhang is also entitled to reimbursement of reasonable expenses, vacation, sick leave, health and other benefits customary to agreements of this nature. On October 1, 2022, Mr.
This milestone was achieved during the year ended September 30, 2024, and the shares were issued. Mr. Zhang is also entitled to reimbursement of reasonable expenses, vacation, sick leave, health and other benefits customary to agreements of this nature. On October 1, 2022, Mr.
Zhang was eligible to receive an annual bonus of restricted stock units for up to 50,000 common shares, in the determination of the Company’s Compensation Committee, if the Company’s sales revenue increased by 20% during the year ended September 30, 2022. This milestone was not achieved during the year ended September 30, 2022, and the shares were not issued.
Zhang was eligible to receive an annual bonus of restricted stock units for up to 100,000 common shares, in the determination of the Company’s Compensation Committee, if the Company’s sales revenue increased by 20% during that fiscal year. This milestone was not achieved during the year ended September 30, 2023, and the shares were not issued.
For the year ended September 30, 2024, the total compensation paid to the Company’s non-employee directors was as follows: Name (1) Fees earned or paid in cash ($) Option Awards ($) (2)(3) Total ($) Craig Wilson $ 67,000 66,000 $ 133,000 G.
For the year ended September 30, 2025, the total compensation paid to the Company’s non-employee directors was as follows: Name (1) Fees earned or paid in cash ($) Option Awards ($) (2)(3) Total ($) Craig Wilson $ 67,000 29,000 $ 96,000 G.
Zhang: (i) base salary: $1.00; (ii) issuance of restricted stock units for 200,000 common shares vesting in four equal quarterly installments during the fiscal year ending September 30, 2024; (iii) issuance of an option to purchase 500,000 common shares at an exercise price of $1.16 per share (the closing price of the common shares on the date of grant) vesting in four annual installments; and (iv) issuance of restricted stock units for 100,000 common shares vesting if the Company’s sales revenue increases by 20% during the fiscal year ending September 30, 2024.
Zhang: (i) base salary: $1.00; (ii) issuance of restricted stock units for 200,000 common shares vesting in four equal quarterly installments during the fiscal year ended September 30, 2024; (iii) issuance of an option to purchase 500,000 common shares at an exercise price of $1.16 per share (the closing price of the common shares on the date of grant) vesting in four annual installments; and (iv) issuance of restricted stock units for 100,000 common shares vesting if the Company’s sales revenue increases by 20% during the fiscal year ended September 30, 2024. 2024 – 2025: On August 6, 2025, the Compensation Committee approved an updated compensation package for Mr.
Wu: (i) base salary: $1.00; (ii) issuance of restricted stock units for 160,000 common shares vesting in four equal quarterly installments during the fiscal year ending September 30, 2024; (iii) issuance of an option to purchase 360,000 common shares at an exercise price of $1.16 per share (the closing price of the common shares on the date of grant) vesting in four annual installments; and (iv) issuance of restricted stock units for 80,000 common shares vesting if the Company’s sales revenue increases by 20% during the fiscal year ending September 30, 2024.
Wu: (i) base salary: $1.00; (ii) issuance of restricted stock units for 160,000 common shares vesting in four equal quarterly installments during the fiscal year ended September 30, 2024; (iii) issuance of an option to purchase 360,000 common shares at an exercise price of $1.16 per share (the closing price of the common shares on the date of grant) vesting in four annual installments; and (iv) issuance of restricted stock units for 80,000 common shares vesting if the Company’s sales revenue increases by 20% during the fiscal year ended September 30, 2024. 2024 – 2025 : On August 6, 2025, the Compensation Committee approved an updated compensation package for Mr.
Directors and senior management MANAGEMENT The following table sets forth our executive officers and directors, their ages and the positions held by them: Name Age* Position Jianbo Zhang 60 Chairman, Chief Executive Officer Zhenyu Wu 45 Chief Financial Officer, Director Yunxia Xu 43 Chief Operating Officer and Chief Marketing Officer Jing Li 43 Chief Development Officer Bo Yu 50 Chief Programs Officer Craig Wilson (1‡)(2)(3)(4)** 53 Independent Director G.
Directors and senior management MANAGEMENT The following table sets forth our executive officers and directors, their ages and the positions held by them: Name Age* Position Jianbo Zhang 61 Chairman, Chief Executive Officer Zhenyu Wu 46 Chief Financial Officer, Director Yunxia Xu 44 Chief Operating Officer and Chief Marketing Officer Jing Li 44 Chief Development Officer Bo Yu 51 Chief Programs Officer Craig Wilson (1‡)(2)(3)(4)** 54 Independent Director G.
Michael Pratt $ 62,000 49,500 $ 111,500 Xiaojun Cui (4) $ 59,417 49,500 $ 108,917 (1) Compensation paid to Jianbo Zhang, our Chairman and Chief Executive Officer, and Zhenyu Wu, our Chief Financial Officer, for their service on the Board of Directors is set forth below under the section titled Executive Officer Compensation.
Michael Pratt $ 62,000 21,500 $ 83,500 Xiaojun Cui (4) $ 62,000 21,500 $ 83,500 (1) Compensation paid to Jianbo Zhang, our Chairman and Chief Executive Officer, and Zhenyu Wu, our Chief Financial Officer, for their service on the Board of Directors is set forth below under the section titled Executive Officer Compensation.
Michael Pratt (1)(2‡)(3) 74 Independent Director Xiaojun Cui (1)(2)(3‡) 54 Independent Director * As of January 31, 2025 ** Lead Independent Director ‡ Committee Chair (1) Audit Committee. (2) Compensation Committee. (3) Nominating Committee. (4) Audit Committee financial expert. Zhang Jianbo is the founding Chairman and Chief Executive Officer of the Company.
Michael Pratt (1)(2‡)(3) 75 Independent Director Xiaojun Cui (1)(2)(3‡) 55 Independent Director * As of January 28, 2026 ** Lead Independent Director ‡ Committee Chair (1) Audit Committee. (2) Compensation Committee. (3) Nominating Committee. (4) Audit Committee financial expert. Zhang Jianbo is the founding Chairman and Chief Executive Officer of the Company.
Employees As of September 30, 2024, the Company had 43 full-time and 17 part-time employees, of which 39 were located in the U.S., 17 were located in Canada, and 4 were located in Sri Lanka. There is no labor union for our employees. We believe our relations with our employees are good. E. Share Ownership See Item 7 below. F.
Employees As of September 30, 2025, the Company had 30 full-time and 15 part-time employees, of which 28 were located in the U.S., 13 were located in Canada, and 4 were located in China. There is no labor union for our employees. We believe our relations with our employees are good. E. Share Ownership See Item 7 below. F.
She is also entitled to reimbursement of reasonable expenses, vacation, sick leave, health and other benefits customary to agreements of this nature. Under the terms of the agreement, commencing with the fiscal year ending September 30, 2022, Ms.
This milestone was not achieved during the year ended September 30, 2022, and the shares were not issued. She is also entitled to reimbursement of reasonable expenses, vacation, sick leave, health and other benefits customary to agreements of this nature. Under the terms of the agreement, commencing with the fiscal year ended September 30, 2022, Ms.
Li will be entitled to receive an annual cash bonus in the amount of up to US$15,000 if, in the determination of the Company’s Compensation Committee, the Company’s sales revenue increased by 20% during the year ended September 30, 2022. This milestone was not achieved during the year ended September 30, 2022, and the shares were not issued.
Under the terms of the agreement, Ms. Li will be entitled to receive an annual cash bonus in the amount of up to US$15,000 if, in the determination of the Company’s Compensation Committee, the Company’s sales revenue increased by 20% during the year ended September 30, 2022.
There are no family relationships among our directors or officers. The business address of each party described above is c/o EpicQuest Education Group International Limited 1209 N. University Blvd, Middletown, OH 45042. 42 B.
There are no family relationships among our directors or officers. The business address of each party described above is c/o EpicQuest Education Group International Limited 200 N. St. Clair St., Suite 100, Toledo, OH 43604. 42 B.
Effective for the fiscal year ending September 30, 2023, the foregoing compensation was increased to US$1.00 and the issuance of restricted stock units for 200,000 common shares vesting in four equal installments on the first calendar day of each full fiscal quarter. Under the terms of the agreement, for the fiscal year ending September 30, 2022, Mr.
Effective for the fiscal year ended September 30, 2023, the foregoing compensation was increased to US$1.00 and the issuance of restricted stock units for 200,000 common shares vesting in four equal installments on the first calendar day of each full fiscal quarter. This compensation package was reapproved by the Compensation Committee on August 6, 2025 for the 2024-25 fiscal year.
Li was issued 5,000 common shares, as well as restricted stock units for 30,000 common shares vesting in three equal installments in the period between October 1, 2021, and October 1, 2022, under the 2019 Plan.
Li was issued 5,000 common shares, as well as restricted stock units for 30,000 common shares vesting in three equal installments in the period between October 1, 2021, and October 1, 2022, under the 2019 Plan. For the fiscal years ended September 30, 2023, 2024 and 2025, Ms. Li’s compensation remained unchanged from the terms described above.
Wu’s employment with the Company is terminated for any reason, the Company will pay to Mr. Wu any unpaid portion of his salary through the date of his termination, and any unpaid bonus through the date of termination, as well as any unpaid or unused portions of his benefits under the agreement.
Wu any unpaid portion of his salary through the date of his termination, and any unpaid bonus through the date of termination, as well as any unpaid or unused portions of his benefits under the agreement.
Xu: (i) base salary: $50,000; (ii) issuance of restricted stock units for 60,000 common shares vesting in four equal quarterly installments during the fiscal year ending September 30, 2024; (iii) issuance of an option to purchase 20,000 common shares at an exercise price of $1.16 per share (the closing price of the common shares on the date of grant) vesting in four annual installments; and (iv) issuance of restricted stock units for 20,000 common shares vesting if the Company’s sales revenue increases by 20% during the fiscal year ending September 30, 2024. 46 Jing Li On November 1, 2021, the Company entered into an amended and restated employment agreement, effective as of October 1, 2021, with Jing Li pursuant to which she agreed to serve as the Company’s Chief Development Officer.
Xu: (i) base salary: $50,000; (ii) issuance of restricted stock units for 60,000 common shares vesting in four equal quarterly installments during the fiscal year ended September 30, 2024; (iii) issuance of an option to purchase 20,000 common shares at an exercise price of $1.16 per share (the closing price of the common shares on the date of grant) vesting in four annual installments; and (iv) issuance of restricted stock units for 20,000 common shares vesting if the Company’s sales revenue increases by 20% during the fiscal year ended September 30, 2024. 46 2024 – 2025 : On August 6, 2025, the Compensation Committee approved an updated compensation package for Ms.
This milestone was not achieved during the year ended September 30, 2023, and the shares were not issued. Mr. Wu is also entitled to reimbursement of reasonable expenses, vacation, sick leave, health and other benefits customary to agreements of this nature. On October 1, 2022, Mr.
Wu is also entitled to reimbursement of reasonable expenses, vacation, sick leave, health and other benefits customary to agreements of this nature. On October 1, 2022, Mr. Wu was also issued an option to purchase 40,000 common shares under the 2019 Plan.
Wu was also issued an option to purchase 40,000 common shares under the 2019 Plan. The term of the agreement will expire on October 1, 2026, which term will automatically extend for additional 12-month periods unless terminated by either party upon 90 days’ notice. If Mr.
The term of the agreement will expire on October 1, 2026, which term will automatically extend for additional 12-month periods unless terminated by either party upon 90 days’ notice. If Mr. Wu’s employment with the Company is terminated for any reason, the Company will pay to Mr.
From July 1, 2018 to June 30, 2023, he held the position of the Head of Department of Finance & Management Science, Edwards School of Business, University of Saskatchewan. Mr.
Craig Wilson is an independent director of the Company. He is currently a Professor of Finance at Edwards School of Business, University of Saskatchewan, having worked there since July 1, 2002. From July 1, 2018 to June 30, 2023, he held the position of the Head of Department of Finance & Management Science, Edwards School of Business, University of Saskatchewan.
Prior to joining the Company in 2018, he held multiple positions with Global IELTS, Beijing School of Shinyway Education, and Meten English. He obtained the Global Teacher Certificate - TEFL (Teaching English as a Foreign Language) from Trinity College, London, U.K. in 1999, and the Global Advanced English Trainer Certificate - LTCL in Sheffield, U.K. in 2000.
He obtained the Global Teacher Certificate - TEFL (Teaching English as a Foreign Language) from Trinity College, London, U.K. in 1999, and the Global Advanced English Trainer Certificate - LTCL in Sheffield, U.K. in 2000. He studied in the Master’s Degree in Education Program (TESOL MA) at Sheffield Harlem University, U.K. in 2001.
She holds a Bachelor’s degree in Polymer Materials from Institute of Clothing Technology, Beijing, China (2000-2004) and a Master’s degree in Polymers and Surface Coatings Science and Technology from University of Leeds, UK (2005-2007). 41 Bo Yu is the Company’s Chief Programs Officer.
From March 2013 to present, she has held the offices of Managing Director at QHI, responsible for marketing and partnership development, and team management. She holds a Bachelor’s degree in Polymer Materials from Institute of Clothing Technology, Beijing, China (2000-2004) and a Master’s degree in Polymers and Surface Coatings Science and Technology from University of Leeds, UK (2005-2007).
Yu was issued 40,000 common shares, as well as restricted stock units for 30,000 common shares vesting in three equal installments in the period between October 1, 2021, and October 1, 2022, under the 2019 Plan. 47 C. Board Practices The term of each director is until their resignation or removal.
Yu was issued 40,000 common shares, as well as restricted stock units for 30,000 common shares vesting in three equal installments in the period between October 1, 2021, and October 1, 2022, under the 2019 Plan. For the fiscal years ended September 30, 2023, 2024 and 2025, Mr. Yu’s compensation remained unchanged from the terms described above.
The agreement provides for an annual base salary of US$35,000 payable in accordance with the Company’s common payroll practices. Under the terms of the agreement, Ms.
Jing Li On November 1, 2021, the Company entered into an amended and restated employment agreement, effective as of October 1, 2021, with Jing Li pursuant to which she agreed to serve as the Company’s Chief Development Officer. The agreement provides for an annual base salary of US$35,000 payable in accordance with the Company’s common payroll practices.
Removed
From March 2013 to present, she has held the offices of Managing Director at QHI, responsible for marketing and partnership development, and team management.
Added
Bo Yu is the Company’s Chief Programs Officer. Prior to joining the Company in 2018, he held multiple positions with Global IELTS, Beijing School of Shinyway Education, and Meten English.
Removed
He studied in the Master’s Degree in Education Program (TESOL MA) at Sheffield Harlem University, U.K. in 2001. Craig Wilson is an independent director of the Company. He is currently a Professor of Finance at Edwards School of Business, University of Saskatchewan, having worked there since July 1, 2002.
Added
This compensation package was reapproved by the Compensation Committee on August 6, 2025 for the 2024-25 fiscal year. On October 14, 2025, the Compensation Committee approved an updated director compensation plan for the Company’s non-employee directors (the “2025 Director Compensation Plan”) that replaced the Company’s 2023 Director Compensation Plan.
Added
The 2025 Director Compensation Plan provides for the following: (i) annual cash retention payment of $40,000; (ii) the Committee chair-Audit: additional $15,000; (iii) Committee chair-Compensation: additional $10,000; (iii) Committee chair-Nominating and Governance: additional $10,000; (iv) Committee member-Audit: additional $6,000; (v) Committee member-Compensation: additional $6,000; (vi) Committee member- Nominating and Governance: additional $6,000; (vii) each director received an annual grant of a ten-year option to purchase 112,500 common shares at an exercise price of the closing price of the common shares on the date of grant vesting in one year for existing non-employee Board members; and (viii) for the Lead Independent Director an annual grant of a ten-year option to purchase 37,500 common shares at an exercise price equal to the closing price of the common shares on the date of grant vesting in one year.
Added
Under the terms of the agreement, for the fiscal year ended September 30, 2022, Mr. Zhang was eligible to receive an annual bonus of restricted stock units for up to 50,000 common shares, in the determination of the Company’s Compensation Committee, if the Company’s sales revenue increased by 20% during the year ended September 30, 2022.
Added
This milestone was not achieved during the year ended September 30, 2022, and the shares were not issued. Effective for the fiscal year ended September 30, 2023, Mr.
Added
Zhang for the 2024-25 fiscal year: (i) base salary: $1.00; (ii) issuance of restricted stock units for 200,000 common shares vesting in four equal quarterly installments during the fiscal year ended September 30, 2025; (iii) issuance of an option to purchase 500,000 common shares at an exercise price of $0.537 per share (the closing price of the common shares on the date of grant) fully vested with an expiration date of August 6, 2034; and (iv) issuance of restricted stock units for 100,000 common shares subject to approval of performance criteria to be determined in the discretion of the Compensation Committee. 2025 – 2026: On October 14, 2025, the Compensation Committee approved an updated compensation package for Mr.
Added
Zhang for the 2025-26 fiscal year: (i) base salary: $1.00; (ii) issuance of restricted stock units for 500,000 common shares vesting in four equal quarterly installments during the fiscal year ended September 30, 2026; (iii) issuance of an option to purchase 1,250,000 common shares at an exercise price of $0.448 per share (the closing price of the common shares on the date of grant) fully vested with an expiration date of October 14, 2035; and (iv) issuance of restricted stock units for 250,000 common shares subject to approval of performance criteria to be determined in the discretion of the Compensation Committee.
Added
This milestone was not achieved during the year ended September 30, 2023, and the shares were not issued. Effective for the fiscal year ended September 30, 2024, Mr.
Added
Wu was eligible to receive an annual bonus of restricted stock units for up to 80,000 common shares, in the determination of the Company’s Compensation Committee, if the Company’s sales revenue increased by 20% during that fiscal year. This milestone was achieved during the year ended September 30, 2024, and the shares were issued. Mr.
Added
Wu for the 2024-25 fiscal year: (i) base salary: $1.00; (ii) issuance of restricted stock units for 160,000 common shares vesting in four equal quarterly installments during the fiscal year ended September 30, 2025; (iii) issuance of an option to purchase 360,000 common shares at an exercise price of $0.537 per share (the closing price of the common shares on the date of grant) fully vested with an expiration date of August 6, 2034; and (iv) issuance of restricted stock units for 80,000 common shares subject to approval of performance criteria to be determined in the discretion of the Compensation Committee. 2025 – 2026: On October 14, 2025, the Compensation Committee approved an updated compensation package for Mr.
Added
Wu for the 2025-26 fiscal year: (i) base salary: $1.00; (ii) issuance of restricted stock units for 400,000 common shares vesting in four equal quarterly installments during the fiscal year ended September 30, 2026; (iii) issuance of an option to purchase 900,000 common shares at an exercise price of $0.448 per share (the closing price of the common shares on the date of grant) fully vested with an expiration date of October 14, 2035; and (iv) issuance of restricted stock units for 200,000 common shares subject to approval of performance criteria to be determined in the discretion of the Compensation Committee.
Added
Effective for the fiscal year ended September 30, 2023, Ms. Xu was eligible to receive an annual bonus of restricted stock units for up to 20,000 common shares, in the determination of the Company’s Compensation Committee, if the Company’s sales revenue increased by 20% during that fiscal year.
Added
This milestone was not achieved during the year ended September 30, 2023, and the shares were not issued. Effective for the fiscal year ended September 30, 2024, Ms.
Added
Xu was eligible to receive an annual bonus of restricted stock units for up to 20,000 common shares, in the determination of the Company’s Compensation Committee, if the Company’s sales revenue increased by 20% during that fiscal year. This milestone was achieved during the year ended September 30, 2024, and the shares were issued.
Added
Xu for the 2024-25 fiscal year: (i) base salary: $50,000; (ii) issuance of restricted stock units for 60,000 common shares vesting in four equal quarterly installments during the fiscal year ended September 30, 2025; (iii) issuance of an option to purchase 20,000 common shares at an exercise price of $0.537 per share (the closing price of the common shares on the date of grant) fully vested with an expiration date of August 6, 2034; and (iv) issuance of restricted stock units for 20,000 common shares subject to approval of performance criteria to be determined in the discretion of the Compensation Committee. 2025 – 2026: On October 14, 2025, the Compensation Committee approved an updated compensation package for Ms.
Added
Xu for the 2025-26 fiscal year: (i) base salary: $50,000; (ii) issuance of restricted stock units for 150,000 common shares vesting in four equal quarterly installments during the fiscal year ended September 30, 2026; (iii) issuance of an option to purchase 50,000 common shares at an exercise price of $0.448 per share (the closing price of the common shares on the date of grant) fully vested with an expiration date of October 14, 2035; and (iv) issuance of restricted stock units for 50,000 common shares subject to approval of performance criteria to be determined in the discretion of the Compensation Committee.
Added
For the 2025-26 fiscal year, Ms. Li will be issued restricted stock units for 25,000 common shares vesting in four equal quarterly installments during the fiscal year ended September 30, 2026.
Added
For the 2025-26 fiscal year, Mr. Yu will be issued restricted stock units for 25,000 common shares vesting in four equal quarterly installments during the fiscal year ended September 30, 2026. 47 C. Board Practices The term of each director is until their resignation or removal.

Item 7. Management's Discussion & Analysis

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

14 edited+0 added−0 removed7 unchanged
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major shareholders The following table sets forth certain information regarding beneficial ownership of our shares by each person who is known by us to beneficially own more than 5% of our shares.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS A. Major shareholders The following table sets forth certain information regarding beneficial ownership of our common shares by each person who is known by us to beneficially own more than 5% of our common shares.
All of the Company’s shareholders have the same voting rights. B. Related Party Transactions The following is a description of transactions since September 30, 2019, to which any of our related parties, had or will have a direct or indirect material interest.
All of the Company’s shareholders have the same voting rights. 51 B. Related Party Transactions The following is a description of transactions since September 30, 2019, to which any of our related parties, had or will have a direct or indirect material interest.
Name of related parties Relationship with the Company Jianbo Zhang Founder, CEO and ultimate controlling shareholder of the Company. Due to related party balance The related party balances of $140,000 as of September 30, 2024, 2023, and 2022 relate to IPO costs paid by Jianbo Zhang on behalf of the Company.
Name of related parties Relationship with the Company Jianbo Zhang Founder, CEO and ultimate controlling shareholder of the Company. Due to related party balance The related party balances of $140,000 as of September 30, 2025, 2024, and 2023 relate to IPO costs paid by Jianbo Zhang on behalf of the Company.
Our major shareholders do not have different voting rights than any other holder of our shares.
Our major shareholders do not have different voting rights than any other holder of our common shares.
Beneficial ownership is determined in accordance with the rules of the SEC, which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and includes our common shares issuable pursuant to the exercise of stock options, warrants, or other securities that are immediately exercisable or convertible or exercisable or convertible within 60 days of January 31, 2025.
Beneficial ownership is determined in accordance with the rules of the SEC, which generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities and includes our common shares issuable pursuant to the exercise of stock options, warrants, or other securities that are immediately exercisable or convertible or exercisable or convertible within 60 days of January 28, 2026.
(4) Consists of 2,307,716 common shares directly held by Jianbo Zhang, and 375,000 common shares underlying stock options exercisable within 60 days of January 31, 2025, and 5,159,700 common shares directly held by Wonderland Holdings International Limited of which Mr. Zhang is deemed to be the beneficial owner.
(4) Consists of 2,682,716 common shares directly held by Jianbo Zhang, and 2,250,000 common shares underlying stock options exercisable within 60 days of January 28, 2026, and 5,159,700 common shares directly held by Wonderland Holdings International Limited of which Mr. Zhang is deemed to be the beneficial owner.
Michael Pratt (10) 73,400 * Xiaojun Cui (11) -- * All directors and executive officers as a group (8 persons) (12) 9,888,182 70.24 % 5% or greater beneficial owners as a group Wonderland Holdings International Limited (3) 5,159,700 38.80 % * Less than 1%.
Michael Pratt (10) 73,400 * Xiaojun Cui (11) -- * All directors and executive officers as a group (8 persons) (12) 13,998,182 50.44 % 5% or greater beneficial owners as a group Wonderland Holdings International Limited (3) 5,159,700 21.80 % * Less than 1%.
(7) Consists of 96,500 common shares directly held by Jing Li. (8) Consists of 100,000 common shares directly held by Bo Yu. (9) Consists of 30,966 common shares directly held by Craig Wilson, and 60,000 common shares underlying stock options exercisable within 60 days of January 31, 2025. (10) Consists of 28,400 common shares directly held by G.
(7) Consists of 112,750 common shares directly held by Jing Li. (8) Consists of 116,250 common shares directly held by Bo Yu. (9) Consists of 30,966 common shares directly held by Craig Wilson, and 60,000 common shares underlying stock options exercisable within 60 days of January 28, 2026. (10) Consists of 28,400 common shares directly held by G.
(2) Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o EpicQuest Education Group International Limited, 1209 N. University Blvd. Middletown. (3) Wonderland Holdings International Limited is a BVI incorporated entity with the mailing address of c/o No. 36, Daxing Hutong, Fongcheng District, Beijing City, PRC.
(2) Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o EpicQuest Education Group International Limited, 200 N. St. Clair St., Suite 100. Toledo, OH, USA 43604. (3) Wonderland Holdings International Limited is a BVI incorporated entity with the mailing address of c/o No. 36, Daxing Hutong, Fongcheng District, Beijing City, PRC.
Applicable percentage ownership is based on 13,298,173 common shares outstanding as of January 31, 2025. Unless otherwise indicated, the address of each beneficial owner listed in the table below is to the Company c/o 1209 N.
Applicable percentage ownership is based on 23,671,667 common shares outstanding as of January 28, 2026. Unless otherwise indicated, the address of each beneficial owner listed in the table below is to the Company c/o 200 N. St.
(5) Consists of 986,900 common shares directly held by Zhenyu Wu, and 295,000 common shares underlying stock options exercisable within 60 days of January 31, 2025. (6) Consists of 398,000 common shares directly held by Yunxia Xu, and 5,000 common shares underlying stock options exercisable within 60 days of January 31, 2025.
(5) Consists of 1,286,900 common shares directly held by Zhenyu Wu, and 1,645,000 common shares underlying stock options exercisable within 60 days of January 28, 2026. (6) Consists of 500,500 common shares directly held by Yunxia Xu, and 80,000 common shares underlying stock options exercisable within 60 days of January 28, 2026.
University Blvd, Middletown, OH 45042. 50 Amount of Beneficial Ownership (1) Name of Beneficial Owner (2) Common shares Percentage Jianbo Zhang, CEO (3)(4) 7,842,416 57.36 % Zhenyu Wu, CFO (5) 1,281,900 9.43 % Yunxia Xu, COO & CMO (6) 403,000 3.03 % Jing Li, CDO (7) 96,500 * Bo Yu, CPO (8) 100,000 * Craig Wilson (9) 90,966 * G.
Clair St., Toledo, OH 43604. 50 Amount of Beneficial Ownership (1) Name of Beneficial Owner (2) Common shares Percentage Jianbo Zhang, CEO (3)(4) 10,092,416 38.93 % Zhenyu Wu, CFO (5) 2,931,900 11.58 % Yunxia Xu, COO & CMO (6) 580,500 2.44 % Jing Li, CDO (7) 112,750 * Bo Yu, CPO (8) 116,250 * Craig Wilson (9) 90,966 * G.
Michael Pratt, and 45,000 common shares underlying stock options exercisable within 60 days of January 31, 2025. (11) Xiaojun Cui does not currently own any common shares of the Company.
Michael Pratt, and 45,000 common shares underlying stock options exercisable within 60 days of January 28, 2026. (11) Xiaojun Cui does not currently own any common shares of the Company. (12) Includes 5,159,700 common shares held by Wonderland Holdings International Limited described in footnote 3.
(12) Includes 5,159,700 common shares held by Wonderland Holdings International Limited described in footnote 3. 51 As of January 31, 2025, there were 40 holders of record (excluding the beneficial shareholders held through the intermediaries) entered in our share register, of which 5 holders were U.S. residents.
As of January 28, 2026, there were 52 holders of record excluding the beneficial shareholders held through the intermediaries) entered in our share register, of which 5 holders were U.S. residents.

Other EEIQ 10-K year-over-year comparisons