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EpicQuest Education Group International Ltd

EpicQuest Education Group International LtdEEIQ财报

Nasdaq · Services-Educational Services

What changed in EpicQuest Education Group International Ltd's 20-F — 2023 vs 2024

Top changes in EpicQuest Education Group International Ltd's 2024 20-F

229 paragraphs added · 205 removed · 173 edited across 4 sections

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

40 edited+22 added−6 removed132 unchanged
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.
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 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.
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.
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.
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. 23 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 freshmen of Miami University to be completed in China.
The acquisition is consistent with the recent announcement by the Chinese government to emphasize practical, career-training education which includes promoting participation of publicly listed and industry-leading companies. 24 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.
The acquisition is consistent with the recent announcement by the Chinese government to emphasize practical, career-training education which includes promoting participation of publicly listed and industry-leading companies. 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.
In addition, the Company manages and operates 11 apartment buildings/dormitories at 1061-1099 Park Lane, Middletown, OH, 45042, and one dining hall is 1209 N. University Blvd, Middletown, OH 45042. We maintain property insurance policies covering facilities for losses due to fire, earthquake, flood or any other disaster.
We own this property. In addition, the Company manages and operates 11 apartment buildings/dormitories at 1061-1099 Park Lane, Middletown, OH, 45042, and one dining hall is 1209 N. University Blvd, Middletown, OH 45042. We maintain property insurance policies covering facilities for losses due to fire, earthquake, flood or any other disaster.
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. 25 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. 26 China Markets ● Partnering with High Schools .
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. 29 C.
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.
We currently do not have cash management policies that dictate how funds are transferred between us, our subsidiaries or investors. 28 Competition The competition for the North American educational market has intensified in recent years with more participants entering the market.
We currently do not have cash management policies that dictate how funds are transferred between us, our subsidiaries or investors. 29 Competition The competition for the North American educational market has intensified in recent years with more participants entering the market.
Geographic Scope of Our Operations During the fiscal year ending September 30, 2023, 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 ending September 30, 2024, our study body consisted of both domestic and international students, while most of our customers were still Chinese residents.
We believe that these elements provide us with competitive advantages in the marketplace. 26 Sales and Marketing We recruit prospective students from various parts of China.
We believe that these elements provide us with competitive advantages in the marketplace. 27 Sales and Marketing We recruit prospective students from various parts of China.
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 $14,231 and $51,410 for the years ended September 30, 2023 and 2022, respectively. The capital expenditures were primarily used for purchases of property and equipment.
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.
On August 10, 2023, Davis entered into an agreement with Peking University School of Education for a two-year continuing education and training program.
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.
The substantial increase in international enrollment for the first academic quarter of 2023 includes 50 international students through an agreement with Chongqing Technology and Business Institute and 42 international students through the Company’s foundational programs in China. On July 1, 2023, Davis entered into an agreement with Beijing New Oriental Vision Overseas Consulting Co., Ltd.
The substantial increase in international enrollment for the first academic quarter of 2024 includes 101 international students through an agreement with Chongqing Technology and Business Institute and 115 internationa l students through the Company’s foundational programs in China. On July 1, 2023, Davis entered into an agreement with Beijing New Oriental Vision Overseas Consulting Co., Ltd.
The two international friendly matches will take place between March 18-26, 2024 between the Argentine men’s national soccer team and similar opponents in China.
The two international friendly matches were planned to take place between March 18-26, 2024 between the Argentine men’s national soccer team and similar opponents in China.
This compares with 35 international students that were enrolled at Davis in this same academic quarter in 2022, and 18 international students that were enrolled in this same academic quarter in 2021.
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.
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.
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.
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, 2023, Davis has enrolled 102 international students for the first academic quarter of 2023 (from August 21, 2023, to November 3, 2023).
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.
The PRC office coordinates the pre-attendance service needs of our customers while our United States office coordinates and provides the actual study abroad and post-study services. Such pre-attendance services coordinated by our PRC office with no charge include information support and counseling services for students and parents.
It accomplishes this by offering a one-stop solution for these needs. The PRC office coordinates the pre-attendance service needs of our customers while our United States office coordinates and provides the actual study abroad and post-study services. Such pre-attendance services coordinated by our PRC office with no charge include information support and counseling services for students and parents.
Pursuant to the Agreement, SouthGilmore agreed to pay the AFA a total of $15.0 million, of which $7.5 million was paid in connection with the execution of the Agreement, and $7.5 million will be paid in February 2024.
Pursuant to the Agreement, SouthGilmore agreed to pay the AFA a total of $15.0 million, of which $7.5 million was paid in connection with the execution of the Agreement, and the remaining $7.5 million will be paid before the games are played.
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. 20 We are subject to the periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers.
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 education program with Peking University, a preeminent university in China, began on September 1, 2023, with an enrollment to be capped at 50 Davis students. Peking University is regarded as one of the largest and highest ranked universities in China. On January 15, 2022, EpicQuest’s wholly-owned subsidiary, HHI, entered into agreements with Canada EduGlobal Holdings Inc.
The education program with Peking University, a preeminent university in China, began on September 1, 2023, with an enrollment to be capped at 50 Davis students. Peking University is regarded as one of the largest and highest ranked universities in China.
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.
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.
QHI’s mission is to provide our students with a reliable and comprehensive support system to fulfill their dreams of studying abroad. It strives to accomplish that by offering students and parents a one-stop destination for international study needs. QHI maintains an office in the United States and works with a business partner in the PRC.
It strives to accomplish that by offering students and parents a one-stop destination for international study needs. QHI maintains an office in the United States and works with a business partner in the PRC.
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 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.
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 Project.
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.
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. EduGlobal previously signed an Academic Articulation Agreement (the “Agreement”) with Algoma University (“Algoma”).
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.
Notwithstanding the foregoing, we, our subsidiaries, and investors in our securities would be materially harmed if (i) we do not receive or maintain such permissions or approvals, (ii) we inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future. 27 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.
Notwithstanding the foregoing, we, our subsidiaries, and investors in our securities would be materially harmed if (i) we do not receive or maintain such permissions or approvals, (ii) we inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and we are required to obtain such permissions or approvals in the future.
Its main business includes development and cooperation of the Chinese study market, language testing, student application, visa service, pre-departure training, pick-up arrangements, or any other accommodation arrangements as may be required.
Its main business includes development and cooperation of the Chinese study market, language testing, student application, visa service, pre-departure training, pick-up arrangements, or any other accommodation arrangements as may be required. 23 QHI focuses on all stages of the study abroad process and aims to provide the best services available to ensure that every student successfully completes the university application, and travel and settlement processes.
As of September 30, 2023, a total of 60 students who had been admitted to the English Language Program at the Miami University Regional Campuses and paid full tuition fees However, as of January 25, 2024, a total of 16 students have confirmed to join the English Language Program at the Miami University Regional Campuses.
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.
Pursuant to the January Purchase Agreement, the Company agreed to file as soon as practicable (and in any event within 30 calendar days of the date of January Purchase Agreement) 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, and to cause the Resale Registration Statement to become effective by March 1, 2024, or April 1, 2024 assuming a review of the Resale Registration Statement by the Commission.
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.
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, Quest Holding International LLC (QHI), a wholly owned subsidiary of EpicQuest, entered into a Memorandum of Agreement with Miami University (the “Miami Agreement”).
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. Located in southwestern Ohio and established in 1809, Miami University has 7 colleges, 5 different campuses, and the campus population of approximately 25,000.
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.
We have also been operating as a recruiting agent for admission to Coventry University for the 2021-2022 academic year. 22 QHI develops specific education goals and plans for each student enrolled in our program and provides a safe and structured environment and support services so that students can focus most of their attention on academic studies.
QHI develops specific education goals and plans for each student enrolled in our program and provides a safe and structured environment and support services so that students can focus most of their attention on academic studies. QHI’s mission is to provide our students with a reliable and comprehensive support system to fulfill their dreams of studying abroad.
Study Up Center LLC (SUPC) was set up in April 2022 in Ohio, and it is a wholly-owned subsidiary of HHI. 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.
Highrim Holding International Limited (HHI) was set up in July of 2021 in Canada, and it is also a wholly-owned subsidiary of EpicQuest. Study Up Center LLC (SUPC) was set up in April 2022 in Ohio, and it is a wholly-owned subsidiary of HHI.
Known as a “public Ivy,” the university offers more than 120 undergraduate, 60 graduate and 13 Ph.D. degrees. Currently, our agreements with Miami University have extended to the Middletown and Hamilton campuses. 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.
Located in southwestern Ohio and established in 1809, Miami University has 7 colleges, 5 different campuses, and the campus population of approximately 25,000. Known as a “public Ivy,” the university offers more than 120 undergraduate, 60 graduate and 13 Ph.D. degrees. Currently, our agreements with Miami University have extended to the Middletown and Hamilton campuses.
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, 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.
The agreements provide for ongoing collaborations between EduGlobal and the two institutions of higher learning. As a wholly owned subsidiary of HHI, Skyward was set up in June of 2023 in Canada.
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.
We are not a Chinese operating company but a British Virgin Islands holding company with operations conducted by our subsidiaries. We do not utilize any variable interest entities.
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.
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SouthGilmore LLC (SouthGilmore) is 40% owned by Gilmore, with EpicQuest Education maintaining control of SouthGilmore’s Board of Directors and heading its management team . Highrim Holding International Limited (HHI) was set up in July of 2021 in Canada, and it is also a wholly-owned subsidiary of EpicQuest.
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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.
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(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.
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Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days.
Removed
QHI focuses on all stages of the study abroad process and aims to provide the best services available to ensure that every student successfully completes the university application, and travel and settlement processes. It accomplishes this by offering a one-stop solution for these needs.
Added
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.
Removed
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 .
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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).
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As of September 30, 2023, the Company had 38 full-time and 22 part-time employees, of which 49 were located in the U.S., 10 were located in Canada, and 1 was located in Sri Lanka.
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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. 20 We are subject to the periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers.
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Organizational Structure The following chart illustrates EpicQuest Education’s organizational structure as of January 25, 2024: 30 D. Property, plant and equipment Our principal executive office is located 1209 N. University Blvd, Middletown, OH 45042. We own this property.
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In July 2024, the Peking University Agreement was renewed, and the cap of student enrollment in the program has been increased to 80 students.
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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.
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Starting July 2024, Davis expanded its campus to downtown Toledo in order to accommodate an expected growth in enrollment metrics attributable to its internationalization strategy.
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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.
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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.
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Effective December 1, 2024, Davis University established a pathway for international students from five Southeast Asian and South American colleges and universities to complete associate and bachelor’s degrees in business at Davis University by entering into a Transfer Articulation Agreement with The Center of Advanced Studies (“CAS”), based in Tokyo, Japan.
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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.
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International students from the CAS International Studies Program may start attending Davis as soon as the Spring 2025 semester. 22 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.
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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.
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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.
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Both programs require students to alternate semesters between attending academic semesters with placement at paid, full-time jobs. The two new programs add to the program that EduGlobal has been offering, and both programs are designed with international students in mind, featuring a blend of delivery methods to accommodate different time zones and learning preferences.
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In April 2024, the AFA confirmed to SouthGilmore that it was rescheduling the previously scheduled matches, which the AFA and SouthGilmore now plan to hold between October 2025 and March 2026 in the territory of the Asian Football Conference.
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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.
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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.
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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.
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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.
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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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

49 edited+22 added−17 removed22 unchanged
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$2.9 million net cash inflow for the year ended September 30, 2023.
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.
Gross margins 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.
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.
We continually evaluate these estimates and assumptions based on historical experience, knowledge and assessment of current business and other conditions, expectations regarding the future based on available information and reasonable assumptions, which together form a basis for making judgments about matters not readily apparent from other sources. 38 The following discussion of critical accounting policies and estimates is intended to supplement the significant accounting policies presented in the notes to our consolidated financial statements included in “Item 18: Financial Statements” presented in this Form 20-F, which summarize the accounting policies and methods used in the preparation of those consolidated financial statements.
We continually evaluate these estimates and assumptions based on historical experience, knowledge and assessment of current business and other conditions, expectations regarding the future based on available information and reasonable assumptions, which together form a basis for making judgments about matters not readily apparent from other sources. 39 The following discussion of critical accounting policies and estimates is intended to supplement the significant accounting policies presented in the notes to our consolidated financial statements included in “Item 18: Financial Statements” presented in this Form 20-F, which summarize the accounting policies and methods used in the preparation of those consolidated financial statements.
For the year ended September 30, 2022, we had a net loss of US$6.1 million which led to a US$1.1 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, 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.
The increase in net cash outflow in operating activities was primarily due to the following: 1) We had a net loss of US$7.2 million for the year ended September 30, 2023.
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.
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 College subsidiary in 2023.
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.
It was attributable to the net effects of: i) US$1.2 million used for share buyback; and ii) US$0.2 million used in acquisition of 20% share of a subsidiary; iii) net cash of US$0.6 million acquired from business and asset acquisitions; and iv) US$0.01 million used for purchase of property and equipment.
It was attributable to the net effects of: i) US$1.2 million used for share buyback; and ii) US$0.2 million used in acquisition of 20% share of a subsidiary; iii) net amount of US$0.6 million acquired from business and asset acquisitions; and iv) US$0.01 million used for purchase of property and equipment.
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.
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.
Operating Results We were founded in 2012. Our revenue is primarily derived from English education programs for the years ended September 30, 2022 and 2021 and from English education programs and professional training programs for the year ended September 30, 2023.
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.
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 Dongbei 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 College’s operations in fiscal 2023.
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.
Our general administrative expenses remained relatively stable in 2023 compared to 2022, only slightly decreased by US$0.2 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 College subsidiary.
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.
Net loss for the year ended September 30, 2023 was US$7.2 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$1.1 million. B.
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.
Therefore, we have not incurred research and development expenses for the years ended September 30, 2023, 2022 and 2021. D.
Therefore, we have not incurred research and development expenses for the years ended September 30, 2024, 2023 and 2022. D.
The increase in net cash outflow in operating activities was primarily due to the following: 1) We had net loss of US$6.1 million for the year ended September 30, 2022.
The increase in net cash outflow in operating activities was primarily due to the following: 1) We had a net loss of US$6.6 million for the year ended September 30, 2024.
Professional Training Program reporting unit goodwill For the year ended September 30, 2023, we performed a qualitative assessment of the Professional 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, 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.
As of September 30, 2023, 2022 and 2021, we had US$5.0 million, US$11.4 million, and US$16.5 million, respectively, in cash, which primarily consist 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.
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.
Selling expenses For The Year Ended For The Year Ended For The Year Ended September 30, 2023 September 30, 2022 September 30, 2021 Selling expenses $ 1,018,894 $ 952,888 $ 1,732,758 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, 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.
Operating Activities: September 30, 2022 vs. 2021 Net cash used in operating activities was US$4.6 million for the year ended September 30, 2022, compared to net cash generated from operating activities of US$0.3 million for the year ended September 30, 2021, represented a US$4.9 million increase in the net cash outflow in operating activities.
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.
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 generated by operating activities.
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.
For the year ended September 30, 2021, the change was a net cash outflow of US$0.1 million, which led to a US$4.1 million increase in net cash inflow in operating activities. 36 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.
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, 2022, the change was a net cash inflow of US$4.0 million, which led to a US$1.1 million decrease in net cash inflow in operating activities. 37 Investing Activities: September 30, 2023, 2022 and 2021 Net cash used in investing activities was US$0.5 million for the year ended September 30, 2021.
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.
The income tax recovery in 2022 is related to the deferred income tax assets recognized for the loss carryforward. The Company had an operating loss in 2023. The income tax expense in 2023 is related to new valuation allowance provide based on the Company’s assessment of its ability to use the temporary deductible differences in foreseeable future.
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.
For the year ended September 30, 2021, change in accounts payable and accrued liabilities provided net cash inflow of US$1.1 million, which led to a US$2.4 million decrease in net cash inflow from operating activities. 5) Change in deferred revenue, used US$1.2 million net cash outflow for the year ended September 30, 2022.
For the year ended September 30, 2023, change in accounts payable and accrued liabilities used net cash outflow of US$0.2 million, which led to a US$1.3 million increase in net cash inflow from operating activities. 5) Change in deferred revenue generated US$1.3 million net cash inflow for the year ended September 30, 2024.
For the year ended September 30, 2021, the change was a net cash outflow of US$0.3 million, which led to a US$0.3 million increase in net cash outflow in operating activities. 8) Change in non-cash items, including depreciation, non-cash lease expenses, gain/loss from disposal of fixed assets, deferred income taxes and stock-based compensation expenses, provided a total of US$4.0 million net cash inflow for the year ended September 30, 2022.
For the year ended September 30, 2023, the change was a net cash inflow of US$0.3 million, which led to a US$0.3 million decrease 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, deferred income taxes and stock-based compensation expenses, provided a total of US$1.6 million net cash inflow for the year ended September 30, 2024.
For the year ended September 30, 2021, change in accounts receivable used US$0.01 million cash outflow, 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$1.3 million net cash outflow for the year ended September 30, 2022.
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.
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.
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.
For the year ended September 30, 2021, change in prepaid expenses was a US$0.1 million cash inflow, which led to a US$0.5 million increase in net cash inflow from operating activities. 3) Change in accounts receivable provided US$0.1 million net cash inflow for the year ended September 30, 2022.
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, 2021, change in deferred revenue generated net cash inflow of US$1.0 million, which led to a US$2.2 million decrease in net cash inflow from operating activities. 6) Change in income tax receivable in total used US$0.01 million net cash inflow for the year ended September 30, 2022.
For the year ended September 30, 2023, change in deferred revenue provided net cash inflow of US$0.2 million, which led to a US$1.1 million increase in net cash inflow from operating activities. 6) Change in income tax receivable provided US$0.007 million net cash inflow for the year ended September 30, 2024.
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 College subsidiary in 2023.
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.
Net income (loss) Net loss for the year ended September 30, 2022 was US$6.1 million, compared to the net loss of US$1.1 million for the year ended September 30, 2021, representing an increase in net loss of US$5.0 million.
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.
For the year ended September 30, 2021, we had net loss of US$1.1 million which led to a US$5.0 million increase in net cash outflow in operating activities. 2) Change in prepaid expenses was US$0.6 million cash inflow for the year ended September 30, 2022.
For the year ended September 30, 2023, we had a net loss of US$7.1 million which led to a US$0.5 million decrease in net cash outflow in operating activities. 2) Change in prepaid expenses and long-term prepaids used US$6.5 million cash outflow for the year ended September 30, 2024.
The Company relies on agents to promote and recruit potential students to enroll in its English learning programs. Total selling expenses increased by US$0.07 million in 2023 compared to 2022. The increase is primary due to inclusion of the operating expenses of the newly acquired Davis University in 2023.
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.
It was primarily attributable to the net result of: 1) US$0.6 million used for purchase of property and equipment; and 2) collection of US$0.1 million for a note receivable. Net cash used in investing activities was US$0.7 million for the year ended September 30, 2022.
Net cash generated from investing activities was US$0.7 million for the year ended September 30, 2024. It was primarily attributable to the net result of: 1) US$0.8 million generated from sale of property and equipment and 2) purchase of property and equipment of US$0.04 million.
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.
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.
Hence, our net loss for the year ended September 30, 2023 increased by US$1.0 million as compared to that of the year ended September 30, 2022. Our revenue for the year ended September 30, 2022 increased by US$1.0 million as compared to that of the year ended September 30, 2021.
Our revenue for the year ended September 30, 2024 increased by US$2.4 million as compared to that of the year ended September 30, 2023.
Our costs of sales in 2022 increased by US$0.1 million or 4% compared to fiscal 2021, which is in line with the increase in our revenue in 2022.
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.
The program fees are based on semester terms and are generally fixed per student and per semester. Costs of services for professional training programs 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 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.
The following table sets forth a breakdown of the income tax expense for the Company. For The Year Ended For The Year Ended For The Year Ended September 30, 2023 September 30, 2022 September 30, 2021 Income tax expenses (recovery) $ 289,464 $ (191,029 ) $ (307,168 ) The Company had an operating loss in 2022.
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.
The decrease is due to reduction in the Company’s marketing development activities during fiscal 2022. 33 General and administrative expense General and administrative expense consist primarily of the following expenses: For the Year Ended September 30, 2023 For the Year Ended September 30, 2022 For the Year Ended September 30, 2021 Bank charges $ 9,156 $ 8,982 $ 7,058 Depreciation expenses 407,384 252,097 126,234 Insurance 64,393 70,515 57,057 Office expenses 721,419 190,338 629,771 Professional 1,581,541 1,131,745 439,790 Rental expenses 694,067 496,054 396,263 Repairs and maintenance 3,169 64,317 33,883 Salary and benefits 2,246,993 1,043,343 1,328,671 Management service fee 2,430,000 2,160,000 - Stock-based compensation 1,920,573 4,813,049 - Sundry 121,915 177,153 35,634 Tax and licenses 34,362 87,942 85,321 Vehicle expenses 35,296 26,016 8,574 Impairment 14,019 - - Bad debt 29,936 - - Total 10,314,223 10,521,551 3,148,256 Our general administrative (“G&A”) expenses are generally fixed and will not significantly vary according to the changes of our revenue.
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 Ohio CAT is a business tax levied based on the gross receipts from sales. The federal income tax is based on a flat rate of 21%. Canada Under the current Canadian income tax, the Company’s Canadian subsidiaries, HHI and RIL, are subject to a combined provincial and federal corporate income tax rate of 27%.
The federal income tax is based on a flat rate of 21%. 35 Canada Under the current Canadian income tax, the Company’s Canadian subsidiaries are subject to a combined provincial and federal corporate income tax rate of 27%. The following table sets forth a breakdown of the income tax expense for the Company.
The decrease is mainly due to the net operating loss in fiscal 2023. 31 Results of Operations Years Ended September 30, 2023, 2022 and 2021 For The Year Ended For The Year Ended For The Year Ended September 30, 2023 September 30, 2022 September 30, 2021 Revenues $ 5,712,480 $ 6,330,428 $ 5,341,850 Costs of services 1,502,255 2,021,058 1,934,237 Gross profit 4,210,225 4,309,370 3,407,613 Operating costs and expenses: Selling expenses 1,018,894 952,888 1,732,758 General and administrative 10,314,223 10,521,551 3,148,256 Total operating costs and expenses 11,333,117 11,474,439 4,881,014 Income (loss) from operations (7,122,892 ) (7,165,069 ) (1,473,401 ) Other income (239,231 ) (845,598 ) (81,920 ) Income (loss) before provision for income taxes (6,883,661 ) (6,319,471 ) (1,391,481 ) Income taxes expense (recovery) 289,464 (191,029 ) (307,168 ) Net loss (7,173,125 ) (6,128,442 ) (1,084,313 ) 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, 2023 September 30, 2022 September 30, 2021 Revenues – English education program $ 3,946,380 $ 6,330,428 $ 5,341,850 Revenues – professional training programs 1,766,100 - - Costs of services English education programs 837,055 2,021,058 1,934,237 Costs of services professional training programs 665,200 - - Gross profit 4,210,225 4,309,370 3,407,613 Gross profit margin % 74 % 68 % 64 % Revenue Our revenues decreased by US$0.6 million or 10% in fiscal 2023 compared to fiscal 2022.
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.
Hence, our net loss for the year ended September 30, 2022 increased by US$5.0 million as compared to that of the year ended September 30, 2021. As of September 30, 2023, our cash was US$5.3 million, including restricted cash. This represents a decrease of US$6.1 million from US$11.4 million as of September 30, 2022.
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.
On December 26, 2023, the Company completed a unit offering private placement and issued 400,000 units with unit price of $2.00, raising total gross proceeds of US0.8 million. 35 Cash Flow Summary Years Ended September 30, 2023, 2022 and 2021 For the year ended September 30, 2023 For the year ended September 30, 2022 For the year ended September 30, 2021 Net cash provided by (used in) operating activities (5,252,527 ) (4,613,697 ) 322,190 Net cash provided by (used in) investing activities (877,635 ) (651,480 ) (514,529 ) Net cash provided by (used in) financing activities - 200,000 9,321,523 Effect of exchange rate changes on cash (7,346 ) (28,938 ) - Net increase (decrease) in cash (6,137,508 ) (5,094,115 ) 9,129,184 Cash at beginning of period 11,443,059 16,537,174 7,407,990 Cash at end of period 5,305,551 11,443,059 16,537,174 We had a balance of cash and cash equivalents of US5.3 million (including restricted cash) as of September 30, 2023, US11.4 million as of September 30, 2022, and a balance of US$16.5 million as of September 30, 2021.
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.
Our general administrative expenses increased by $7.3 million in 2022 compared to 2021, mainly due to the two new expense items, management service fees and stock-based compensation expenses with total amount of US$7.0 million incurred in fiscal 2022.
Our general administrative expenses increased by $1.0 million in 2024 compared to 2023, mainly due to the increase in management service fees with an amount of US$1.0 million increase in fiscal 2024.
Other income of $0.8 million in fiscal 2022 is mainly related to gain from disposal of fixed assets. Other income for fiscal 2021 was immaterial. Income Tax BVI Under the current laws of the BVI, the Company is not subject to tax on income or capital gain.
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.
Financing Activities: September 30, 2023, 2022 and 2021 For the year ended September 30, 2021, the Company had net cash provided by financing activities of US$9.3 million, which was solely attributable to net cash proceeds from the IPO completed in March 2021.
For the year ended September 30, 2024, the Company had net cash provided by financing activities of US$4.9 million, which was attributable to the net result of: 1) US$0.8 million from the January Private Placement; 2) US$0.4 million debt financing from a third party; and 3) collection of US$3.7 million equity investment from shareholders for the incorporation of a new subsidiary.
We expect that the Company’s capital requirements will be met by cash generated from its own operating activities and equity financing.
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.
Our operating expenses increased by US$6.6 million compared to fiscal 2021 primarily due to the increase in our general administrative expenses as a result of stock-based compensations granted to our directors, officers and employees in fiscal 2022.
Our operating expenses increased by US$1.5 million compared to fiscal 2023 primarily due to the increase in our general administrative expenses and selling expenses. Our net loss for the year ended September 30, 2024 decreased by US$0.5 million as compared to that of the year ended September 30, 2023.
Additionally, upon payments of dividends to the shareholders, no BVI withholding tax will be imposed. 34 US Under the current Ohio state and US federal income tax, the Company’s Ohio subsidiaries, QHI, QIE, SUPC and AMC are subject to the Ohio state’s Commercial Activity Tax (“CAT”) and federal income tax.
US Under the current Ohio state and US federal income tax, the Company’s Ohio subsidiaries are subject to the Ohio state’s Commercial Activity Tax (“CAT”) and federal income tax. The Ohio CAT is a business tax levied based on the gross receipts from sales.
Removed
Our operating expenses decreased by US$0.1 million compared to fiscal 2022 primarily due to the decrease in our general administrative expenses. Our income tax expenses increased by US$0.5 million compared to fiscal 2022 primarily due to the new valuation allowance provided in 2023 based on the Company’s assessment of its ability to use the temporary deductible differences in foreseeable future.
Added
The increase was mainly due to: 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.
Removed
These increases were mainly due to ease of COVID-19 travel restrictions in 2022 since US has lifted most of the COVID-19 restrictions during 2022. As such, students were able to return to US to attend classes.
Added
This represents a decrease of US$3.8 million from US$5.3 million as of September 30, 2023.
Removed
Our revenues increased by US$1.0 million or 18% in fiscal 2022 compared to fiscal 2021. The increase was mainly due to the ease of the COVID-19 travel restrictions during fiscal 2022.
Added
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.
Removed
As a result, there were more students (230 students) registered in our 2021 Fall program compared to the 105 students registered in our 2020 Fall program. 32 Costs of services Costs of services for English education program mainly related to the program fees that we paid to our partnered university which provides the English learning program to our students.
Added
The program fees are based on semester terms and are generally fixed per student and per semester.
Removed
Our gross margin in 2022 increased to 68% from 64% of 2021 primarily due to our students started to resume physical attendance of the English Program courses in the US due to the lifting of COVID-19 travel restrictions.
Added
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.
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 the US for in-class courses. Operating expenses Our operating expenses consist of selling and marketing expenses, and general and administrative expenses.
Added
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.
Removed
The total selling expenses decreased by US$0.8 million in 2022 compared to 2021.
Added
Operating expenses Our operating expenses consist of selling and marketing expenses, and general and administrative expenses.
Removed
During fiscal 2022, we entered into a management service agreement with a third-party who manages our Beijing Office branch on our behalf and in return receives a fixed monthly management fee from us.
Added
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.
Removed
In addition, we granted some stock-based awards to our directors, officers and employees to compensate their work, whereas there was no such transaction in the periods before fiscal 2022. Certain other expense items such as depreciation expenses, professional, rental expenses and sundry also experienced slight increases in fiscal 2022 compared to fiscal 2021.
Added
The income tax recovery in 2024 is attributable to deferred income tax recovery, which is resulted from the decrease of deferred income tax liabilities related to depreciation intangible assets acquired from business combinations in previous periods. As depreciations were made in 2024 for the intangible assets, deferred income tax liabilities also decreased.
Removed
This was mainly due to the acquisitions and incorporations of four new subsidiaries in total during 2022. As a result, business activities also increased. Other income Other income of US$0.2 million in fiscal 2023 is mainly related to government grant for COVID-19 relief.
Added
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.
Removed
Historically, we mainly derived our cash inflow from operating activities. For the year ended September 30, 2021, we also derived US$9.3 million from financing activities in relation to our IPO.
Added
The Company’s consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
Removed
For the year ended September 30, 2021, the change was a net cash outflow of US$0.5 million, which led to a US$0.5 million increase in net cash outflow from operating activities. 7) Change in student deposits used US$0.6 million net cash outflow for the year ended September 30, 2022.
Added
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.
Removed
Other reporting unit goodwill For the year ended September 30, 2023, we performed a quantitative assessment of the Other reporting unit using an income approach based on discounted cash flows. The fair value of the Other reporting unit was measured based on the present value of the cash flows that we expect the reporting unit to generate.
Added
As of September 30, 2024, the Company had an accumulated deficit of $14,958,678 and a working capital deficit of $5,469,694.
Removed
In determining our future cash flows, we estimated an annual revenue growth rate ranging between 2.9% to 175.8% and an operating margin ranging between 19.3% to 20% from 2025 to 2028, based on our best estimate of the reporting units’ growth trajectory.
Added
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.
Removed
We estimated a discount rate of 26.2% reflecting the risk premium on this reporting unit, including company specific risk, on this reporting unit, and a terminal growth rate of 2% for the period beyond 5 years, based on our view of the cash flows and using market comparatives.
Added
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.
Removed
As the fair value of the other reporting unit was less than its carrying amount, we concluded that Other report unit goodwill was impaired by $14,308 at September 30, 2023. The impairment test conclusion does not appear to be sensitive to change in discount rate.

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Item 6. [Reserved]

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

72 edited+12 added−9 removed27 unchanged
For the 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 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.
Effective for the 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 year ending September 30, 2022, Mr.
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.
Mr. Zhang has agreed not to compete with the Company for 9 months after the termination of his employment; he also executed certain non-solicitation, confidentiality and other covenants customary for agreements of this nature. In November 2021, for services Mr.
Zhang has agreed not to compete with the Company for 9 months after the termination of his employment; he also executed certain non-solicitation, confidentiality and other covenants customary for agreements of this nature. In November 2021, for services Mr.
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 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 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.
For the 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 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.
Effective for the 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 year ending September 30, 2022, Mr.
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.
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 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 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.
The Audit Committee’s responsibilities include the following functions: ● appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm; ● discussing with our independent registered public accounting firm the independence of its members from its management; ● reviewing with our independent registered public accounting firm the scope and results of their audit; ● approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; ● overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; ● reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls, and compliance with legal and regulatory requirements; 46 ● coordinating the oversight by our Board of our code of business conduct and our disclosure controls and procedures; ● establishing procedures for the confidential and or anonymous submission of concerns regarding accounting, internal controls or auditing matters; and ● reviewing and approving related-party transactions.
The Audit Committee’s responsibilities include the following functions: ● appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm; ● discussing with our independent registered public accounting firm the independence of its members from its management; ● reviewing with our independent registered public accounting firm the scope and results of their audit; ● approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm; ● overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC; ● reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls, and compliance with legal and regulatory requirements; 48 ● coordinating the oversight by our Board of our code of business conduct and our disclosure controls and procedures; ● establishing procedures for the confidential and or anonymous submission of concerns regarding accounting, internal controls or auditing matters; and ● reviewing and approving related-party transactions.
Wilson serving as chair of the Audit Committee. In addition, our Board has determined that Mr. Wilson qualifies as an “audit committee financial expert” as such term is currently defined in Item 407(d)(5) of Regulation S-K and meets the financial sophistication requirements of the NASDAQ rules. M.
Wilson serving as chair of the Audit Committee. In addition, our Board has determined that Mr. Wilson qualifies as an “audit committee financial expert” as such term is currently defined in Item 407(d)(5) of Regulation S-K and meets the financial sophistication requirements of the NASDAQ rules.
Our Compensation Committee consists of G. Michael Pratt, Craig Wilson and Xiaojun Cui, with Mr. Pratt serving as chair of the Compensation Committee. Our Board has affirmatively determined that each of the members of the Compensation Committee meets the definition of “independent director” for purposes of serving on Compensation Committee under NASDAQ rules. M.
Our Compensation Committee consists of G. Michael Pratt, Craig Wilson and Xiaojun Cui, with Mr. Pratt serving as chair of the Compensation Committee. Our Board has affirmatively determined that each of the members of the Compensation Committee meets the definition of “independent director” for purposes of serving on Compensation Committee under NASDAQ rules.
Our Nominating Committee consists of consists of Xiaojun Cui, G. Michael Pratt and Craig Wilson, with Xiaojun Cui serving as chair of the Nominating Committee. Our Board has affirmatively determined that each of the members of the Nominating Committee meets the definition of “independent director” for purposes of serving on a Nominating Committee under NASDAQ rules. M.
Our Nominating Committee consists of consists of Xiaojun Cui, G. Michael Pratt and Craig Wilson, with Xiaojun Cui serving as chair of the Nominating Committee. Our Board has affirmatively determined that each of the members of the Nominating Committee meets the definition of “independent director” for purposes of serving on a Nominating Committee under NASDAQ rules.
Wilson holds a PhD in Finance (University of Alberta, 2004) and a Bachelor of Commerce degree in Finance (University of Alberta, 2004) 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.
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.
She is also entitled to reimbursement of reasonable expenses, and vacation, sick leave, health and other benefits customary to the agreements of this nature. Under the terms of the agreement, commencing with the 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 ending September 30, 2022, Ms.
She is also entitled to reimbursement of reasonable expenses, and vacation, sick leave, health and other benefits customary to the agreements of this nature. Under the terms of the agreement, commencing with the 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 ending September 30, 2022, Ms.
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 shall 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.
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 shall 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.
If her employment is terminated at the Company’s election without “cause” (as defined in the agreement), which requires 30 days’ advanced notice, or by her for “good reason” (as defined in the agreement), she shall be entitled to receive severance payments equal to 9 months’ of her base salary and a pro rata portion of her target annual bonus for the year when termination occurs.
If her employment is terminated at the Company’s election without “cause” (as defined in the agreement), which requires 30 days’ advanced notice, or by her for “good reason” (as defined in the agreement), she will be entitled to receive severance payments equal to 9 months’ of her base salary and a pro rata portion of her target annual bonus for the year when termination occurs.
If her employment is terminated at the Company’s election without “cause” (as defined in the agreement), which requires 90 days’ advanced notice, or by her for “good reason” (as defined in the agreement), she shall be entitled to receive severance payments equal to 9 months’ of her base salary and a pro rata portion of her target annual bonus for the year when termination occurs.
If her employment is terminated at the Company’s election without “cause” (as defined in the agreement), which requires 90 days’ advanced notice, or by her for “good reason” (as defined in the agreement), she will be entitled to receive severance payments equal to 9 months’ of her base salary and a pro rata portion of her target annual bonus for the year when termination occurs.
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 terms of the Company’s 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. 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 terms of the Company’s 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. On October 19, 2023, the Board, upon the recommendation of the Compensation Committee, approved the following compensation for Mr.
The Nominating Committee’s responsibilities include the following functions: ● selecting or recommending for selection candidates for directorships; ● evaluating the independence of directors and director nominees; 47 ● reviewing and making recommendations regarding the structure and composition of our board and the board committees; ● developing and recommending to the board corporate governance principles and practices; ● reviewing and monitoring the Company’s Code of Business Conduct and Ethics; and ● overseeing the evaluation of the Company’s management.
The Nominating Committee’s responsibilities include the following functions: ● selecting or recommending for selection candidates for directorships; ● evaluating the independence of directors and director nominees; 49 ● reviewing and making recommendations regarding the structure and composition of our board and the Board committees; ● developing and recommending to the Board corporate governance principles and practices; ● reviewing and monitoring the Company’s Code of Business Conduct and Ethics; and ● overseeing the evaluation of the Company’s management.
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 terms of the Company’s 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. On October 19, 2023, the Board, upon the recommendation of the Compensation Committee, approved the following compensation for Ms.
Mr. Yu has agreed not to compete with the Company’s for 9 months after the termination of her employment; he also executed certain non-solicitation, confidentiality and other covenants customary for agreements of this nature. In addition to entering into the employment agreement, for services Mr.
Mr. Yu has agreed not to compete with the Company’s for 9 months after the termination of his employment; he also executed certain non-solicitation, confidentiality and other covenants customary for agreements of this nature. In addition to entering into the employment agreement, for services Mr.
From 2017 to present, Mr. Wu has been an Associate Dean Research and Graduate Research Programs and a Professor of Entrepreneurship and Finance, Asper School of Business, University of Manitoba. He was the Head, Department of Business Administration, at the same School of Business from 2015 to 2017. From 2011 to 2017, he was an Associate Professor at the I.H.
From 2017 to 2024, Mr. Wu has been an Associate Dean Research and Graduate Research Programs and a Professor of Entrepreneurship and Finance, Asper School of Business, University of Manitoba. He was the Head, Department of Business Administration, at the same School of Business from 2015 to 2017. From 2011 to 2017, he was an Associate Professor at the I.H.
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). 40 Bo Yu is the Company’s Chief Programs Officer.
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.
Mr. Wu has agreed not to compete with the Company for 9 months after the termination of his employment; he also executed certain non-solicitation, confidentiality and other covenants customary for agreements of this nature. 44 In November 2021, for services Mr.
Mr. Wu has agreed not to compete with the Company for 9 months after the termination of his employment; he also executed certain non-solicitation, confidentiality and other covenants customary for agreements of this nature. 45 In November 2021, for services Mr.
Officer Compensation; Employment Agreements and Arrangements The total cash compensation paid by us or our significant subsidiaries during the years ended September 30, 2023 and September 30, 2022, to our officers for such persons’ services as officers (including contingent or deferred compensation accrued during the years ended September 30, 2023 and September 30, 2022, 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 fiscal years ended September 30, 2022, and September 30, 2023, 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, 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.
Yunxia Xu On November 1, 2021, the Company entered into an amendment and restated employment agreement, effective as of October 1, 2021, with Yunxia Xu pursuant to which she agreed to serve as the Company’s Chief Operating Officer and Chief Marketing Officer.
Yunxia Xu On November 1, 2021, the Company entered into an amended and restated employment agreement, effective as of October 1, 2021, with Yunxia Xu pursuant to which she agreed to serve as the Company’s Chief Operating Officer and Chief Marketing Officer.
Jianbo Zhang On November 1, 2021, the Company entered into an amendment and restated employment agreement, effective as of October 1, 2021, with Jianbo Zhang pursuant to which he agreed to serve as the Company’s Chief Executive Officer.
Jianbo Zhang On November 1, 2021, the Company entered into an amended and restated employment agreement, effective as of October 1, 2021, with Jianbo Zhang pursuant to which he agreed to serve as the Company’s Chief Executive Officer.
Zhenyu Wu On November 1, 2021, the Company entered into an amendment and restated employment agreement, effective as of October 1, 2021, with Zhenyu Wu pursuant to which he agreed to serve as the Company’s Chief Financial Officer.
Zhenyu Wu On November 1, 2021, the Company entered into an amended and restated employment agreement, effective as of October 1, 2021, with Zhenyu Wu pursuant to which he agreed to serve as the Company’s Chief Financial Officer.
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 terms of the Company’s 2019 Plan. 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. 47 C. Board Practices The term of each director is until their resignation or removal.
Wu was issued restricted stock units for 150,000 common shares vesting in three equal installments on in the period between October 1, 2021, and October 1, 2022, as well as an additional option to purchase 125,000 common shares, under the terms of the Company’s 2019 Plan. On December 30, 2022, for services Mr.
Wu was issued restricted stock units for 150,000 common shares vesting in three equal installments on in the period between October 1, 2021, and October 1, 2022, as well as an additional option to purchase 125,000 common shares, under the 2019 Plan. On December 30, 2022, for services Mr.
School of Business, University of Manitoba, and he holds the position of Canada Research Chair (Tier II) in Entrepreneurship and Innovation starting 2012. Mr. Wu holds a Ph.D. in Finance (2007), an MBA degree in Finance (2012), and a Master’s Arts degree in Economics (2001), all from the University of Calgary, Calgary, Alberta, Canada.
School of Business, University of Manitoba, and he holds the position of Canada Research Chair (Tier II) in Entrepreneurship and Innovation from 2012 to 2021. Mr. Wu holds a Ph.D. in Finance (2007), an MBA degree in Finance (2012), and a Master’s Arts degree in Economics (2001), all from the University of Calgary, Calgary, Alberta, Canada.
The 2023 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 a ten-year option to purchase 45,000 common shares options at an exercise price of $1.16 per share (the closing price of the common shares on the date of grant) vesting in one year for existing non-employee Board members and in three years for initial Board members; and (viii) for the Lead Independent Director a ten-year option to purchase 15,000 common shares options at an exercise price of $1.16 per share (the closing price of the common shares on the date of grant) vesting in one year.
The 2023 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 45,000 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 in three years for initial Board members; and (viii) for the Lead Independent Director an annual grant of a ten-year option to purchase 15,000 common shares at an exercise price equal to the closing price of the common shares on the date of grant vesting in one year.
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, Mr.
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.
Zhang was issued restricted stock units for 250,000 common shares vesting in five equal installments in the period between October 1, 2021 and October 1, 2023, as well as an additional option to purchase 150,000 common shares, under the terms of the Company’s 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. On December 30, 2022, for services Mr.
Xu will be entitled to receive an annual cash bonus in the amount of up to US$20,000 if, in the determination of the Company’s Compensation Committee, the Company’s sales revenue increased by 20% during the fiscal year in question. This milestone was not achieved during the fiscal year ended September 30, 2022.
Xu will be entitled to receive an annual cash bonus in the amount of up to US$20,000 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.
If the executive’s employment with the Company is terminated for any reason, the Company will pay to such executive 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.
Zhang’s employment with the Company is terminated for any reason, the Company will pay to Mr. Zhang 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. If 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 the fiscal year in question. 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.
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 59 Chairman, Chief Executive Officer Zhenyu Wu 44 Chief Financial Officer, Director Yunxia Xu 42 Chief Operating Officer and Chief Marketing Officer Jing Li 42 Chief Development Officer Bo Yu 49 Chief Programs Officer Craig Wilson (1‡)(2)(3)(4)** 52 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 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.
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 fiscal year in question. This milestone was not achieved during the fiscal year. Effective for the year ending September 30, 2023, Mr.
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.
Yu 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 fiscal year in question. This milestone was not achieved during the fiscal year ended September 30, 2022.
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.
If the executive’s employment with the Company is terminated for any reason, the Company will pay to such executive 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’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.
Michael Pratt (1)(2‡)(3) 73 Independent Director Xiaojun Cui (1)(2)(3‡) 53 Independent Director * As of January 22, 2024 ** 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) 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.
Jing Li On November 1, 2021, the Company entered into an amendment 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.
Bo Yu On November 1, 2021, the Company entered into an amended and restated employment agreement, effective as of October 1, 2021, with Bo Yu pursuant to which he agreed to serve as the Company’s Chief Programs Officer. The agreement provides for an annual base salary of US$35,000 payable in accordance with the Company’s common payroll practices.
Employees As of September 30, 2023, the Company had 38 full-time and 22 part-time employees, of which 49 were located in the U.S., 10 were located in Canada, and 1 was 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, 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.
Wu was eligible to receive an annual bonus of restricted stock units for up to 40,000 common shares, in the determination of the Company’s Compensation Committee, if the Company’s sales revenue increased by 20% during the fiscal year in question. This milestone was not achieved during the fiscal year. Effective for the year ending September 30, 2023, Mr.
Wu was eligible to receive an annual bonus of restricted stock units for up to 40,000 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.
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 fiscal year in question. This milestone was not achieved during the fiscal year ended September 30, 2022.
Under the terms of the agreement, Mr. Yu will be entitled to receive an annual cash bonus in the amount of up to US$15,000 if, in the determination of the Company’s Compensation Committee, the Company’s sales revenue increased by 20% during the year ended September 30, 2022.
He is also entitled to reimbursement of reasonable expenses, and vacation, sick leave, health and other benefits customary to the agreements of this nature. Under the terms of the agreement, commencing with the year ending September 30, 2022, Mr.
This milestone was not achieved during the year ended September 30, 2022, and the shares were not issued. He is also entitled to reimbursement of reasonable expenses, vacation, sick leave, health and other benefits customary to agreements of this nature. Under the terms of the agreement, commencing with the fiscal year ending September 30, 2022, Mr.
For the year ended September 30, 2023, the total compensation paid to the Company’s non-employee directors was as follows: Name (1) Fees earned or paid in cash ($) Stock Awards($) (2) Total ($) Craig Wilson $ 36,000 $ 30,000 $ 66,000 G. Michael Pratt $ 30,000 $ 30,000 $ 60,000 M.
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.
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 year ending September 30, 2024.
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.
Kelly Cowan was the chair of the Nominating Committee prior to her resignation from the Board on March 16, 2023. Director Independence The Board has determined that Craig Wilson, G. Michael Pratt and Xiaojun Cui are each an independent director as defined in Rule 5605(a)(2) of the Listing Rules of the NASDAQ Stock Market LLC.
Director Independence The Board has determined that Craig Wilson, G. Michael Pratt and Xiaojun Cui are each an independent director as defined in Rule 5605(a)(2) of the Listing Rules of the NASDAQ Stock Market LLC.
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. 41 Board Diversity The table below provides certain information regarding the diversity of our board of directors as of the date of this annual report.
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.
Kelly Cowan (3) $ 15,000 $ 30,000 $ 45,000 Xiaojun Cui (4) NA NA NA (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 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.
Kelly Cowan was a member of the Audit Committee prior to her resignation from the Board on March 16, 2023. Compensation Committee The Compensation Committee operates under a written charter, which is available on our website at https://www.epicquesteducation.com/investor-relations/governance/governance-documents.html.
Compensation Committee The Compensation Committee operates under a written charter, which is available on our website at https://www.epicquesteducation.com/investor-relations/governance/governance-documents.html.
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 shall 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.
Zhang 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. Mr.
Zhang will be 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 the fiscal year in question. 43 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.
The term of the agreement shall expire on October 1, 2026, which term will automatically extend for additional 12-month periods unless a party to the agreement terminates it upon 90 days’ notice.
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 Ms. Xu’s employment with the Company is terminated for any reason, the Company will pay to Ms.
The term of the agreement shall expire on October 1, 2026, which term will automatically extend for additional 12-month periods unless a party to the agreement terminates it upon 90 days’ notice.
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 Ms. Li’s employment with the Company is terminated for any reason, the Company will pay to Ms.
Audit Committee We have a separate-designed standing Audit Committee established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee operates under a written charter, which is available on our website at https://ireei-global.net . The information on our corporate website is not a part of this Proxy Statement.
Michael Pratt and Craig Wilson * Audit Committee Financial Expert ‡ Committee Chair Audit Committee We have a separate-designed standing Audit Committee established in accordance with section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Audit Committee operates under a written charter, which is available on our website at https://www.epicquesteducation.com/investor-relations/governance/governance-documents.html.
(4) Xiaojun Cui was appointed to the Board on October 16, 2023, and did not receive compensation for the fiscal year ended September 30, 2023. 42 On October 19, 2023, the Board, upon the recommendation of the Compensation Committee, approved an updated director compensation plan for non-employee directors (the “2023 Director Compensation Plan”) that replaced the 2021 Director Compensation Plan.
Compensation Director Compensation On October 19, 2023, the Board, upon the recommendation of the Compensation Committee, approved an updated director compensation plan for the Company’s non-employee directors (the “2023 Director Compensation Plan”) that replaced the Company’s 2021 Director Compensation Plan.
Wu is also entitled to reimbursement of reasonable expenses, and vacation, sick leave, health and other benefits customary to the agreements of this nature. On October 1, 2022, Mr. Wu was also issued an option to purchase 40,000 common shares under the terms of the Company’s 2019 Plan.
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.
If the executive’s employment with the Company is terminated for any reason, the Company will pay to such executive any unpaid portion of her salary through the date of her termination, and any unpaid bonus through the date of termination, as well as any unpaid or unused portions of her benefits under the agreement.
Xu any unpaid portion of her salary through the date of her termination, and any unpaid bonus through the date of termination, as well as any unpaid or unused portions of her benefits under the agreement.
If the executive’s employment with the Company is terminated for any reason, the Company will pay to such executive any unpaid portion of her salary through the date of her termination, and any unpaid bonus through the date of termination, as well as any unpaid or unused portions of her benefits under the agreement.
Li any unpaid portion of her salary through the date of her termination, and any unpaid bonus through the date of termination, as well as any unpaid or unused portions of her benefits under the agreement.
If the executive’s employment with the Company is terminated for any reason, the Company will pay to such executive 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.
Yu 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.
Zhang is also entitled to reimbursement of reasonable expenses, and vacation, sick leave, health and other benefits customary to the agreements of this nature. On October 1, 2022, Mr. Zhang was also issued an option to purchase 50,000 common shares under the terms of the Company’s 2019 Plan.
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.
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 terms of the Company’s 2019 Plan. 45 Bo Yu On November 1, 2021, the Company entered into an amendment and restated employment agreement, effective as of October 1, 2021, with Bo Yu pursuant to which he agreed to serve as the Company’s Chief Programs Officer.
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.
Kelly Cowan was a member of the Compensation Committee prior to her resignation from the Board on March 16, 2023. Nominating Committee The Nominating Committee operates under a written charter, which is available on our website at https://www.epicquesteducation.com/investor-relations/governance/governance-documents.html .
The Compensation Committee has determined that Anderson is independent and that the services performed by Anderson present any conflicts of interest. Nominating Committee The Nominating Committee operates under a written charter, which is available on our website at https://www.epicquesteducation.com/investor-relations/governance/governance-documents.html .
Xu will be eligible to receive an annual bonus of restricted stock units for up to 60,000 common shares, in the determination of the Company’s Compensation Committee. The term of the agreement shall expire on October 1, 2026, which term will automatically extend for additional 12-month periods unless a party to the agreement terminates it upon 90 days’ notice.
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.
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 term of the agreement shall expire on October 1, 2026, which term will automatically extend for additional 12-month periods unless a party to the agreement terminates it upon 90 days’ notice.
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.
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 term of the agreement shall expire on October 1, 2026, which term will automatically extend for additional 12-month periods unless a party to the agreement terminates it upon 90 days’ notice.
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.
Contributions to the schemes by the Company and employees are calculated as a percentage of employees’ basic salaries. The retirement benefit scheme cost charged to profit or loss represents contributions payable by the Company to the funds.
The retirement benefit scheme cost charged to profit or loss represents contributions payable by the Company to the funds. Recoupment Policy We adopted the EpicQuest Education Group International Ltd. Dodd-Frank Restatement Recoupment Policy effective as of October 2, 2023.
Removed
Board Diversity Matrix for EpicQuest Education Group Limited As of 1/31/2024 Total Number of Directors 5 Did Not Part I: Gender Identity Female Male Non-Binary Disclose Gender Directors 1 4 0 0 Part II: Demographic Background Asian 1 2 0 0 White 0 2 0 0 B.
Added
(2) The amounts in the “Option Awards” columns represent the aggregate grant date fair values of the awards. The stock options issued to Craig Wilson and G. Michael Pratt were vesting for one year, and those issued to Xiaojun Cui were vesting for three years.
Removed
Compensation Director Compensation In October 2021, the Board, upon the recommendation of the Compensation Committee of the Board of Directors, approved a non-employee director compensation plan (the “2021 Director Compensation Plan”), pursuant to which each non-employee director: (i) will be granted annually a number of restricted stock units equal to $30,000 divided by the closing price of the Company’s common shares, under the Company’s 2019 Equity Incentive Plan (the “2019 Plan”), on the date of the Company’s annual meeting of shareholders (the “Annual Grant”); and (ii) will receive the following cash compensation: (A) base compensation of $18,000 per year; (B) the chairperson of the Audit Committee, Compensation Committee and Nominating and Governance Committee shall receive annual compensation of $12,000, $6,000 and $6,000, respectively; and (C) each member (other than chairperson) of such committees shall receive annual compensation of $6,000.
Added
(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.
Removed
In addition, to the creation of the foregoing plan, in October 2021 the Compensation Committee approved a one-time grant of Company common shares to each of the non-employee directors as follows: (i) Mr.
Added
Michael Pratt 45,000 Xiaojun Cui 45,000 (4) Xiaojun Cui was appointed to the Board on October 16, 2023. 43 Retirement Benefits The Company contributes to defined contribution retirement schemes which are available to all employees. Contributions to the schemes by the Company and employees are calculated as a percentage of employees’ basic salaries.
Removed
Craig Wilson received a grant of shares equal to $27,000 (based on the Company’s common share price as of November 1, 2021) of which one-third of such shares were issued and the remaining two-thirds were issued in equal installments on April 1, 2022 and October 1, 2022; and (ii) M. Kelly Cowan and G.
Added
In the event that we are required to prepare a financial restatement, the Compensation Committee will recoup all erroneously awarded incentive-based compensation calculated on a pre-tax basis received after October 2, 2023, by a person (i) after beginning service as an executive officer, (ii) who served as an executive officer at any time during the performance period for that incentive-based compensation, and (iii) during the three completed fiscal years immediately preceding the date that the Company is required to prepare a restatement, and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.

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Item 7. Management's Discussion & Analysis

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

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(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) 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, 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.
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, 2023, 2022 and 2021 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, 2024, 2023, and 2022 relate to IPO costs paid by Jianbo Zhang on behalf of the Company.
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 25, 2024.
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.
As Jianbo Zhang is the sole shareholder and director of the entity, he is deemed the beneficial owner of the Company’s securities held by Wonderland Holdings.
As Jianbo Zhang is the sole shareholder and director of the entity, he is deemed the beneficial owner of the Company’s securities held by Wonderland Holdings International Limited.
Applicable percentage ownership is based on 12,702,173 common shares outstanding as of January 25, 2024. 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 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.
(4) Consists of 2,057,716 common shares directly held by Jianbo Zhang, 50,000 shares issued on December 31, 2023, 250,000 common shares underlying stock options exercisable within 60 days of January 25, 2024, and 5,159,700 common shares directly held by Wonderland Holdings International of which Mr. Zhang is deemed to be the beneficial owner.
(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.
Michael Pratt (10) 26,400 * Xiaojun Cui (11) -- * All directors and executive officers as a group (8 persons) (12) 9,122,182 71.82 % 5% or greater beneficial owners as a group Wonderland Holdings International Limited (3) 5,159,700 40.62 % * Less than 1%.
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%.
(12) Does not include 5,159,700 common shares held by Wonderland Holdings International Limited described in footnote 3. 49 As of January 25, 2024, there were 36 holders of record (excluding the beneficial shareholders held through the intermediaries) entered in our share register, of which 4 holders were U.S. residents.
(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.
University Blvd, Middletown, OH 45042. 48 Amount of Beneficial Ownership (1) Name of Beneficial Owner (2) Common shares Percentage Jianbo Zhang, CEO (3)(4) 7,517,416 59.18 % Zhenyu Wu, CFO (5) 1,031,900 8.12 % Yunxia Xu, COO & CMO (6) 338,000 2.66 % Jing Li, CDO (7) 89,000 * Bo Yu, CPO (8) 92,500 * Craig Wilson (9) 28,966 * G.
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.
(5) Consists of 786,900 common shares directly held by Zhenyu Wu, 40,000 shares issued on December 31, 2023, and 205,000 common shares underlying stock options exercisable within 60 days of January 25, 2024. (6) Consists of 323,000 common shares directly held by Yunxia Xu, and 15,000 shares issued on December 31, 2023.
(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.
(7) Consists of 86,500 common shares directly held by Jing Li, and 2,500 shares issued on December 31, 2023. (8) Consists of 90,000 common shares directly held by Bo Yu, and 2,500 sharesissued on December 31, 2023. (9) Consists of 28,966 common shares directly held by Craig Wilson. (10) Consists of 26,400 common shares directly held by G. Michael Pratt.
(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.
(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 31, 2025. (11) Xiaojun Cui does not currently own any common shares of the Company.

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