10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒

Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended November 30, 2025

☐

Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ________ to __________

Commission File Number:

000-56737

Medinotec Inc.

(Exact name of registrant as specified in its charter)

Nevada	36-4990343
(State or other jurisdiction of <br><br>incorporation or organization)	(IRS Employer <br><br>Identification No.)
Northlands Deco Park	10 New Market Street	Stand 299 Avant Garde Avenue<br><br> <br>North Riding	South Africa	2169
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(Address of principal executive offices)
+27 87 330 2301
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(Registrant's telephone number)
(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
None	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐ Large accelerated filer	☐ Accelerated filer
☒ Non-accelerated<br> Filer	☒<br> Smaller reporting company
	☒<br> Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

State the number of shares outstanding of each of the issuer’s

classes of common stock, as of the latest practicable date: 11,755,548 common shares as of January 14, 2026.

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		Page
	PART I – FINANCIAL INFORMATION
Item 1:	Consolidated Financial Statements (unaudited for period ended November 30, 2025)	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4:	Controls and Procedures	19
	PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	20
Item 1A:	Risk Factors	20
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3:	Defaults Upon Senior Securities	21
Item 4:	Mine Safety Disclosure	21
Item 5:	Other Information	21
Item 6:	Exhibits	21

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PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements

Our unaudited consolidated financial statements included in this Form 10-Q are as follows:

Page<br><br> <br>Number
F-1	Unaudited Consolidated Balance Sheets as of November 30, 2025 and February 28, 2025;
F-2	Unaudited Consolidated Statements of Operations and Comprehensive Income/(Loss) for the three and nine months ended November 30, 2025 and November 30, 2024;
F-3	Unaudited Consolidated Statements of Stockholders’ Equity / (Deficit) for the three and nine months ended November 30, 2025 and November 30, 2024;
F-4	Unaudited Consolidated Statements of Cash Flows for the nine months ended November 30, 2025 and November 30, 2024; and
F-5	Notes to the Unaudited Consolidated Financial Statements.

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Medinotec Inc.

Consolidated Financial Statements

Consolidated Balance Sheets of the Medinotec Group of Companiesas of November 30, 2025 and February 28, 2025

	February 28, 2025
Assets
Current Assets
Cash
Accounts receivable, net of allowances
Inventory
Other current assets
Total<br> Current Assets
Property, plant and equipment, net of accumulated depreciation
Deferred tax<br> asset
Operating right-of-use asset
Total<br> Assets
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable and accrued liabilities
Operating lease liability, current portion
Total Current Liabilities
Long Term Liabilities
Loans payable
Deferred tax liabilities
Operating lease liability, net of current portion
Total Liabilities
Stockholders’ Equity
Common stock, 0.001 par value
Additional paid in capital
Retained Earnings
Accumulated<br> other comprehensive income
Total<br> Equity
Total<br> Liabilities and Stockholders’ Equity

All values are in US Dollars.

The accompanying notes are an integral part of these Consolidated financial statements.

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Medinotec Inc.

Consolidated Statements of Operations and Comprehensive Income/(Loss)of the Medinotec Group of Companies for the Three and Nine Months Ended November 30, 2025 and November 30, 2024 (Unaudited)

	Three months ended				Nine months ended
	November 30, 2025 (unaudited)		November 30, 2024 (unaudited)		November 30, 2025 (unaudited)		November 30, 2024 (unaudited)
Revenue
Cost of goods<br> sold		)		)		)		)
Gross profit
Operating expenses
Depreciation and amortization expense		)		)		)		)
General and administrative expenses		)		)		)		)
Research and development expenses		)		)		)		)
Sales and marketing expenses		)		)		)		)
Total operating expenses		)		)		)		)
Income from operations
Non-operating income and expenses
Interest income
Other revenue/(expense)		)		)
Interest expense		)		)		)		)
Provision for impairment of note receivable				)				)
Total non-operating income and expenses		)		)		)		)
Income before income taxes
Income taxes
Current income taxes		)		)		)		)
Deferred income<br> taxes		)						)
Net income
Other<br> comprehensive income (loss) from operations				)				)
Total comprehensive income
Earnings Per Share:
Basic and Diluted

All values are in US Dollars.

The accompanying notes are an integral part of these Consolidated financial statements.

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Medinotec Inc.

Consolidated Statements of Stockholders’ Equityof the Medinotec Group of Companies for the Three and Nine Months Ended November 30, 2025 and November 30, 2024 (Unaudited)

	Common Stock			Common Stock Additional Paid in Capital
	Shares		Amount	Amount	Accumulated Comprehensive Income		Retained Earnings (Deficit)		Total
Balance, February 29, 2024		11,733,750						)
Net income (loss) for the period		—
Other comprehensive income
Net foreign currency translation adjustment		—				)				)
Reclassification adjustment		—						)
Balance, November 30, 2024		11,733,750						)
Balance, August 31, 2024		11,733,750						)
Net income (loss) for the period		—
Reclassification adjustment		—						)
Other comprehensive income
Net foreign currency translation adjustment		—				)				)
Balance, November 30, 2024		11,733,750						)

All values are in US Dollars.

	Common Stock			Common Stock Additional Paid in Capital
	Shares		Amount	Amount	Accumulated Comprehensive Income	Retained Earnings	Total
Balance, February 28, 2025		11,733,750
Net income<br> (loss) for the period		—
Issuance of common stock		21,798
Other comprehensive income
Net<br> foreign currency translation adjustment		—
Balance,<br> November 30, 2025		11,755,548
Balance, August 31, 2025		11,755,548
Net income<br> (loss) for the period		—
Issuance of common stock		—
Other comprehensive income
Net<br> foreign currency translation adjustment		—
Balance,<br> November 30, 2025		11,755,548

All values are in US Dollars.

The accompanying notes are an integral part of these Consolidated financial statements.

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Medinotec Inc.

Consolidated Statements of Cash Flows of the Medinotec Groupof Companies for the Nine Months Ended November 30, 2025 and November 30, 2024 (unaudited)

	Nine months ended (unaudited)
	November 30, 2025		November 30, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income
Adjustments to reconcile net income to net cash provided by / (used in) operating activities:
Depreciation
Foreign currency translation loss, unrealized		)
Deferred income taxes and tax credits		)
Provision for income taxes
Impairment provision on notes receivable
Provision for doubtful receivables		)		)
Stock-based<br> compensation
Operating lease liability		)
(Increase)/Decrease in prepayments		)		)
(Increase)/Decrease in receivables		)		)
(Increase)/Decrease in inventories		)		)
Increase/(Decrease) in accounts payable and accrued liabilities		)
Net cashflow from/(used in) operations
Accrued interest				)
TOTAL CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES
CASH FLOWS USED IN INVESTING ACTIVITIES:
Payments to acquire property, plant, and equipment				)
TOTAL CASH FLOWS USED IN INVESTING ACTIVITIES				)
CASH FLOWS FROM/(USED BY) FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt
Repayment of debt		)		)
TOTAL CASH FLOWS FROM/(USED BY) FINANCING ACTIVITIES		)		)
OTHER ACTIVITIES:
Effect of exchange rate on cash and cash equivalents
Net increase / (decrease) in cash and cash equivalents				)
Cash and cash equivalents at beginning of the period
Cash and cash equivalents at end of period
Supplemental disclosure of cash flow information:
Cash paid for:
Interest
Income taxes
Cash received for:
Interest
Income taxes
Supplementaldisclosure for non-cash activities
Right-of-use assets in exchange for lease liabilities

All values are in US Dollars.

The accompanying notes are an integral part of these Consolidated financial statements.

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Medinotec Inc.

Notes to the Unaudited Consolidated Financial Statements ofthe Medinotec Group of Companies

For the period ended November 30, 2025

1. Description of Business

Medinotec Inc. is a United States based company primarily invested in DISA Medinotec Proprietary Limited (“DISA Medinotec”), a leading South African manufacturer and distributor of medical devices specializing in tracheal non-occlusive airway dilation technology.

Medinotec Inc. established Medinotec Capital Proprietary Limited as a wholly owned subsidiary in South Africa. In March 2022, Medinotec Capital successfully acquired DISA Medinotec Proprietary Limited after demonstrating the feasibility of a private placement of at least $3 million. This acquisition formed the “Medinotec Group of Companies,” a South African-based medical device manufacturing and distribution entity.

While the majority of the Company’s operations are located in South Africa, it aims to expand its presence in the U.S. market.

Revenue generation from contracts in South Africa constitutes the largest segment of the Company’s operations and will be used to fund the rollout of its own intellectual property (IP) products in the United States.

The Company received FDA 510(k) approval for its flagship product, the Trachealator, in November 2021, facilitating its entry into the U.S. market.

The Company is actively pursuing opportunities to enhance its sales and distribution operations in the U.S., aiming to diversify its revenue streams while continuing to strengthen its position in the South African market.

Medinotec is quoted on the OTCQX and trades under the symbol MDNC. Management believes the Company’s improving financial performance and operational progress position it to pursue an uplisting to a national securities exchange, such as the Nasdaq Capital Market, in the future. There can be no assurance that the Company will meet applicable listing requirements or that any such uplisting will occur.

2. Significant Accounting Policies

a. Nature of business/basisof preparation

Basis of presentation

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States.

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Emerging Growth Company (EGC) status

The Company is an "emerging growth company" (EGC) as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). As an EGC, the Company may take advantage of certain exemptions from various reporting and regulatory requirements applicable to other public companies. Emerging growth companies are permitted:

•	to include less extensive narrative disclosure than required of other reporting companies, particularly in the description of executive compensation;
•	to provide audited financial statements for two fiscal years, in contrast to other reporting companies, which must provide audited financial statements for three fiscal years;
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•	not to provide an auditor attestation of internal control over financial reporting under Sarbanes-Oxley Act Section 404(b);
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•	to defer complying with certain changes in accounting standards; and
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•	to use test-the-waters communications with qualified institutional buyers and institutional accredited investors.
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A company continues to be an emerging growth company for the first five fiscal years after it completes an IPO, unless one of the following occurs:

•	its total annual gross revenues are $1.235 billion or more;
•	it has issued more than $1 billion in non-convertible debt in the past three years; or
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•	it becomes a “large accelerated filer,” as defined in Exchange Act Rule 12b-2.
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The Company has elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b) of the JOBS Act. As a result, its financial statements may not be comparable to those of companies that comply with public company effective dates. The Company intends to adopt the relevant standards upon losing its EGC status, unless it elects to forgo this election irrevocably.

In light of these factors, the Company recognizes that it may take advantage of certain exemptions from various reporting and regulatory requirements that are applicable to other public companies. This status provides the Company with flexibility as it seeks to grow its business and establish a stronger market presence.

b. Foreign currency translation

i. Translationof foreign subsidiary

The accounts of the foreign subsidiaries are translated into U.S. dollars. Assets and liabilities are translated at year-end exchange rates and income and expense accounts are translated at average exchange rates in effect during the year. Translation adjustments resulting from fluctuations in the exchange rates are recorded in accumulated other comprehensive income, a separate component of stockholders' equity.

Exchange gains or losses incurred foreign exchange currency transactions conducted by one of the Company’s operations in a currency other than the operation’s functional currency are reflected in other revenue/(expense).

ii. Exposedto currency variations in subsidiary

The primary operations and functional currency of both Disa Medinotec (Pty) Ltd and Medinotec Capital (Pty) Ltd is in South African Rand. Due to the emerging market nature of this currency, exchange rate volatility can be material during a reporting period. The conversion of the currency from Rand to reporting currency US Dollar can cause significant up or downward trends that are recorded in reserves under the heading accumulated comprehensive income.

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The functional currency as well as the reporting currency for Medinotec Inc is the US Dollar.

c. Cash and cash equivalents

i. Highlyliquid investments

The Medinotec Group of Companies considers all highly liquid investments with a remaining maturity of three months or less at the time of purchase to be cash equivalents. These cash equivalents consist primarily of term deposits and certificates of deposit. Investments with maturities from greater than three months to one year are classified as short-term investments, while those with maturities in excess of one year are classified as long-term investments. Cash equivalents and short-term investments are stated at cost which approximates market value.

d. Accounts Receivables

i. Allowancebased on a review and management evaluation

Accounts receivables are presented on the consolidated balance sheets, net of estimated uncollectible amounts. The carrying amounts of trade accounts receivable represent the maximum credit risk exposure of these assets.

In accordance with FASB ASC 326, Measurement of Credit Losses on Financial Instruments ("ASC 326"), the Company evaluates the collectability of outstanding accounts receivable balances to determine an allowance for credit losses that reflects its best estimate of the lifetime expected credit losses.

An allowance for credit losses is calculated taking into account all accounts older than 91+ days (prior year: 121+ days).

e. Property, plant andequipment

i. Depreciationrates

Plant and machinery	10 years
Laboratory equipment	5 years
Furniture and fixtures	6 years
Motor vehicles	5 years
Computer equipment	3 years
Office equipment	6 years
Computer software	2 years
Leasehold improvements	3 years
Small assets	1 year

The Company utilizes the straight-line method of depreciation for its assets, which allows for the systematic allocation of the cost of the asset over its useful life. The primary categories of assets include plant and machinery and laboratory equipment, which are depreciated based on their estimated useful lives, typically determined by industry standards and historical experience.

To establish the depreciation rate for each asset, the Company considers several factors, including the asset's purchase price, estimated useful life, and residual value at the end of that life. Useful lives are assessed based on the nature of the asset, technological advancements, and the expected rate of wear and tear. For other supportive assets, such as computer equipment, furniture and fittings, motor vehicles, office equipment, off-the-shelf software, leasehold improvements, and smaller assets, the straight-line method is also applied. Each asset's depreciation rate is reviewed periodically and adjusted if necessary to reflect changes in usage patterns or asset conditions. This method ensures that the expense recognition of these assets is consistent with their utilization and accurately reflects the Company’s financial position.

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f. Inventories

i. Valuation,costing and obsolescence

Inventories are stated at the lower of cost (weighted average) or net realizable value and consist of raw materials, work-in process and finished goods and include purchased materials, machine time, direct labor and manufacturing overhead.

Management evaluates the need to record adjustments to write down inventory to the lower of cost or net realizable value on a quarterly basis. The Company’s policy is to assess the valuation of all inventories, including raw materials, work-in-process and finished goods and it writes down its inventory for estimated obsolescence based upon the age of inventory and assumptions about future demand and usage.

g. Impairment of long-livedassets

The Company assesses long-lived assets for impairment in accordance with the provisions of Financial Accounting Standards Board ASC 360, Property, Plant and Equipment. Long-lived assets (asset group), such as property and equipment subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

The carrying amount of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted future cash flows expected to result from the use and eventual disposition of the asset. The amount of impairment loss, if any, is measured as the difference between the carrying value of the asset and its estimated fair value.

Fair value is determined through various valuation techniques, including discounted cash flow models, quoted market values, and third-party independent appraisals, as considered necessary.

h. Leases

We determine if an arrangement is a lease at inception. We determine the classification of the lease, whether operating or financing, at the lease commencement date, which is the date the leased assets are made available for use. We use the non-cancelable lease term when recognizing the right-of-use (“ROU”) assets and lease liabilities, unless it is reasonably certain that a renewal or termination option will be exercised. We account for lease components and non-lease components as a single lease component. Modifications are assessed to determine whether incremental differences result in new contract terms and accounted for as a new lease or whether the additional right of use should be included in the original lease and continue to be accounted for with the remaining ROU asset.

Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term. Lease payments consist of the fixed payments under the arrangement, less any lease incentives. Variable costs, such as common area maintenance costs and additional payments for percentage rent, are not included in the measurement of the ROU assets and lease liabilities but are expensed as incurred. As the implicit rate of the leases is not determinable, we use an incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments in determining the present value of the lease payments. Lease expenses are recognized on a straight-line basis over the lease term. We do not recognize ROU assets on lease arrangements with a term of 12 months or less.

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**i.**Allowance for credit losses on notes receivable

The Company maintains an allowance for credit losses on loans receivable in accordance with ASC 326, Financial Instruments—Credit Losses. This allowance reflects management’s estimate of expected credit losses over the contractual life of the loans, considering historical loss experience, current conditions, and reasonable and supportable forecasts. The estimate is developed using a combination of quantitative data and qualitative factors, including borrower creditworthiness, loan-specific risk characteristics, macroeconomic trends, and other relevant information. The allowance is adjusted through a provision for credit losses in the Company’s consolidated statements of operations, and loans are charged off against the allowance when deemed uncollectible.

j. Employee benefit plans

The Company contributes 2.5% of basic

salaries for eligible employees to a pension plan registered under the laws of South Africa. The Company also contributes a portion of the medical aid contribution for eligible employees to an approved medical insurance scheme.

k. Income taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs.

The Company records interest related to unrecognized tax benefits in interest expense and penalties in general and administrative expenses.

l. Financial instruments

**i.**Fair Value Measurements

Fair value accounting is applied to all assets and liabilities and nonfinancial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The consolidated entities follow the established framework for measuring fair value and reports disclosures about fair value measurements.

**ii.**Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, trade accounts receivable and loans. The Company invests its excess cash in low-risk, highly liquid money market funds and certificates of deposit with a major financial institution.

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**iii.**Exposed to currency variations in subsidiary

The primary operations and functional

currency of a subsidiary's business is in South African Rand. Due to the emerging market nature of this currency the spread volatility of the currency low and high can be material during a year. The conversion of the currency from Rand to reporting currency US Dollar can cause significant up or downward trends that is recorded in reserves under the heading accumulated comprehensive income. The effect on the reserves for the quarter ended November 30, 2025 was $259,476 compared to ($14,204) for the quarter ended November 30, 2024, and $256,657 for the nine months ended November 30, 2025 compared to ($23,603) for the nine months ended November 30, 2024.

**iv.**Interest rate Risk

Market interest rate risk may result in loss from fluctuations in the future cash flows or fair values of financial instruments. Interest rate risk is managed principally through monitoring interest rate gaps and basis risk and by having pre-approved limits for repricing bands.

The interest rate risk relates predominantly to the related party loan.

m. Comprehensive income/loss

**i.**Comprehensive income/loss

Comprehensive income/loss consists of net income/loss and other gains and losses affecting stockholders’ equity that, under GAAP, are excluded from net income/loss. Our other comprehensive income represents foreign currency translation adjustment attributable to our operations. Refer to Consolidated Statements of Comprehensive Income/(Loss).

Total foreign currency transaction

gains and losses for the quarter ended November 30, 2025 was a $259,476 gain compared to a $14,204 loss for the quarter ended November 30, 2024, and a $256,657 gain for the nine months ended November 30, 2025 compared to a $23,603 loss for the nine months ended November 30, 2024.

n. Revenue recognition

The Company generates revenues through two distinct revenue sources

i.	From the sale of high-quality medical devices which are self-manufactured through in-depth research and development; and
ii.	Through the distribution of finished products on behalf of other principals around the world into pre-agreed territories, which are usually exclusive territories granted by such principal.
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The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its arrangements:

i.	identify the contract with a customer,
ii.	identify the performance obligations in the contract,
iii.	determine the transaction price,
iv.	allocate the transaction price to performance obligations in the contract, and
v.	recognize revenue as the performance obligation is satisfied.

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Revenue from the sale of self-manufacturedproducts

These products are developed in-house.

The Company’s clients are billed based on a pricelist that is agreed on in each customer’s contract. Orders are shipped on a per order basis from the Company’s warehouse with Free-On-Board terms.

Revenues relating to the self-manufactured products are recognized when control of the promised goods or services is transferred to a customer in an amount that reflects the consideration that the Company expects to receive in exchange for those products.

Revenue from the distribution ofproducts

The distribution products are sold via a network, which consists of a mixture of sub-distributors and, in some instances, a direct sales force. The Company’s clients are billed based on a pricelist that are agreed upon in each customer contract, orders are shipped on a per order basis from the Company’s warehouse with Free-on-Board terms. The Company’s sub-distributors order from the Company on the same basis as its customers and have no preferential return rights on their inventory orders, therefore the client assumes the risk of the sale at point of invoice.

Revenues are recognized primarily when we transfer control to the customer, which can be on the date of shipment, the date of receipt by the customer or, for implants, when we have received a purchase order and appropriate notification the product has been used or implanted.

Goods delivered to a consignee pursuant to a consignment arrangement are not considered sales, and do not qualify for revenue recognition. Once it is determined that substantial risk of loss, rewards of ownership, as well as control of the asset have transferred to the consignee, revenue recognition would then be appropriate, assuming all other criteria for revenue recognition have been satisfied.

For both revenue streams

The Company has two operating segments, inside the United States and outside the United States. These sales are split by these territories and further segregated into the specific revenue streams sold into these territories. Sales represent the amount of consideration we expect to receive from customers in exchange for transferring products and services. Net sales exclude sales and value added taxes we collect from customers. Other costs to obtain and fulfill contracts are generally expensed as incurred due to the short-term nature of most of our sales. We extend terms of payment to our customers based on commercially reasonable terms for the markets of our customers, while also considering their credit quality.

A provision for estimated sales returns, discounts and rebates is recognized as a reduction of sales in the same period that the sales are recognized. Our estimate of the provision for sales returns has been established based on contract terms with our customers and historical business practices and current trends. Shipping and handling costs charged to customers are included in net sales.

The Company has no contract assets or liabilities representing accrued revenues that have not yet been billed to the customers due to certain contractual terms, because orders are placed, invoiced, and shipped on a per order basis as and when the clients require additional inventory. All revenue is recognized at a specific point and time.

Under ASC Topic 606, the Company estimates the transaction price, including variable consideration, at the commencement of the contract and recognizes revenue at point of sale when risks and rewards are transferred to the customer. There are no contract revenue agreements that would need to be recognized over time and the point of risks and rewards being transferred is very clear.

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Payment Terms

Our payment terms vary per segments; export sales made from within South Africa are subject to prepayment, where accounts are granted. They generally have payment terms of 30 days from statement and sales made inside the United States are 45 to 60 days. Terms can be extended by the Company when it deems the business case and creditworthiness of the customer is strong enough. The time between a customer’s payment and the receipt of funds is not significant. The Company’s contracts with customers do not result in significant obligations associated with returns, refunds, or warranties. Payment terms are generally fixed and do not include variable revenues.

The Company sells a significant amount

to DISA Life Sciences, a non-related medical device distributor in South Africa. For the three months ending November 30, 2025, 92% of the Company's total revenue was derived from this single customer in the distribution environment in South Africa compared to 94% for the three months ending November 30, 2024, and 92% for the nine months ended November 30, 2025 compared to 92% for the nine months ended November 30, 2024.

This table indicates the sales per revenue stream as a breakdown of the total revenue balance:

	Medinotec Group of Companies Consolidated Three Months Ended (unaudited)		Medinotec Group of Companies Consolidated Nine Months Ended (unaudited)
	November 30, 2025	November 30, 2024	November 30, 2025	November 30, 2024

Outside of United States of America
Internally Designed/Manufactured Sales
Distribution Agreement Sales
Sales Generated inside the United States of America
Internally Designed/Manufactured Sales

All values are in US Dollars.

The following table sets forth financial information by reportable segment for the periods ending November 30, 2025 and November 30, 2024:

o. SegmentReporting

Chief Operating Decision Maker (CODM)

The Company’s CODM is the Chief Executive Officer, who is responsible for strategic decision-making and resource allocation. The CEO, with support from the executive leadership team, regularly reviews financial and operational results segmented by geographic region. These reports form the basis for internal decision-making and operational management.

The Company has determined that it operates in two reportable geographic segments: Inside the United States and Outside the United States. These segments reflect the manner in which the Chief Operating Decision Maker (CODM) assesses financial performance and allocates resources.

Basis of Segmentation

Operating segments are determined based on the internal reports regularly reviewed by the CODM. Geographic segmentation reflects the Company's internal management structure and reporting lines, as operations within the United States and internationally are subject to distinct market, regulatory, and customer dynamics.

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Performance Measures Reviewed by CODM

The CODM evaluates segment performance primarily using income/loss from operations, which includes revenues, cost of goods sold, and major operating expenses. This measure is reviewed regularly and is considered the most relevant indicator of segment profitability and operating efficiency. Segment results are prepared on a basis consistent with the Company’s consolidated financial statements, with no adjustments for intersegment transactions.

Granular Segment Expense Reporting

To support effective decision-making, the CODM reviews segment-level performance at a more detailed level than presented in the consolidated financial statements. Specifically, the CODM receives and evaluates reports that disaggregate significant expenses such as:

•	Selling Expenses
•	Depreciation
•	General and Administrative Expenses
•	Research and Development Expenses

This level of detail enables the CODM to evaluate cost drivers and profitability more effectively across geographic segments.

The following table sets forth financial information by reportable segment for the periods ending November 30, 2025 and November 30, 2024:

Income/(loss) from operations (In U.S. Dollars)

For the Three Months Ended November 30, 2025 and November 30, 2024:

	Inside the United States						Outside the United States						Total
	2025			2024			2025			2024			2025			2024
Revenue		125,865			214,935			2,411,129			2,350,113			2,536,994			2,565,048
Cost of goods<br> sold		(32,421	)		(28,603	)		(1,158,521	)		(1,495,669	)		(1,190,942	)		(1,524,272	)
Gross profit		93,444			186,332			1,252,608			854,444			1,346,052			1,040,776
Selling expenses		(27,007	)		(31,034	)		(314,946	)		(14,598	)		(341,953	)		(45,632	)
Depreciation expense		—			—			(7,666	)		(19,206	)		(7,666	)		(19,206	)
General and administrative expenses		(62,702	)		(248,925	)		(372,693	)		(130,292	)		(435,395	)		(379,217	)
Research and development expenses		—			(50,000	)		(8,326	)		(19,270	)		(8,326	)		(69,270	)
Income/(loss) from operations		3,735			(143,627	)		548,977			671,078			552,712			527,451
Other income/(expenditure)														(149,301	)		(217,140	)
Net income/(loss)														403,411			310,311

For the Nine Months Ended November 30, 2025 and November 30, 2024:

	Inside the United States						Outside the United States						Total
	2025			2024			2025			2024			2025			2024
Revenue		406,985			513,689			7,500,340			5,074,756			7,907,325			5,588,445
Cost of goods<br> sold		(107,090	)		(58,140	)		(3,526,679	)		(3,055,839	)		(3,633,769	)		(3,113,979	)
Gross profit		299,895			455,549			3,973,661			2,018,917			4,273,556			2,474,466
Selling expenses		(58,900	)		(54,320	)		(979,230	)		(34,763	)		(1,038,130	)		(89,083	)
Depreciation expense		—			—			(22,669	)		(56,644	)		(22,669	)		(56,644	)
General and administrative expenses		(676,561	)		(522,048	)		(1,053,887	)		(488,181	)		(1,730,448	)		(1,010,229	)
Research and development expenses		(54,495	)		(50,000	)		(69,080	)		(36,142	)		(123,575	)		(86,142	)
Income/(loss) from operations		(490,061	)		(170,819	)		1,848,794			1,403,187			1,358,734			1,232,368
Other income/(expenditure)														(494,973	)		(550,104	)
Net income/(loss)														863,761			682,264

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Other income/(expenditure) includes items not considered by the CODM at segment level, and consist of items such as interest income, interest expense, current income taxes and deferred income taxes.

The following table sets forth financial information by reportable segment for the periods ending November 30, 2025 and February 28, 2025:

Total Assets (In U.S. Dollars)

	Inside the United States				Outside the United States				Total
	November 30, 2025		Feb 28, 2025		November 30, 2025		Feb 28, 2025		November 30, 2025		Feb 28, 2025
Total assets		2,128,329		2,181,184		4,724,599		4,627,789		6,852,928		6,808,973

The major component of total assets

is "Cash" of $2,856,926 as of November 30, 2025 and $2,769,686 as of February 28, 2025. A significant portion of this is maintained Inside the United States in USD of $1,855,413 as of November 30, 2025 and $2,019,628 as of February 28, 2025.

p. Costof goods sold

The cost of goods sold consists primarily of raw material purchases, manufacturing costs and employee benefits paid to operational personnel associated with the production of our medical devices, as well as costs related to the purchase and resale of distributed third-party medical device products.

q. Generaland administrative expenses

General and administrative expenses consist mostly of personnel costs, consulting fees as well as audit fees.

r. Researchand development

The Company follows the guidance provided in ASC 730, "Research and Development," in accounting for research and development (R&D) expenses. R&D activities primarily focus on the development of new products through modifications of existing technologies or projects with an established proof of concept. As such, the Company typically incurs R&D expenses related to production support, process improvements, and quality enhancement initiatives.

In accordance with ASC 730, the Company expenses all R&D costs as incurred. This includes costs directly related to research activities, as well as expenses associated with the design, development, and testing of new products and processes.

In instances where R&D projects evolve and the nature of the expenses becomes capital in nature, the Company will evaluate these costs against the following criteria to determine if they should be capitalized:

•	Technological Feasibility: The project must have reached a stage where technological feasibility has been established. This typically occurs when all necessary design, testing, and evaluation processes have been completed, and the product can be produced to meet its specifications.
•	Intent to Complete: There must be a clear intention to complete the project for sale or use. This involves assessing whether the Company plans to bring the product to market and if there is a viable market for it.
•	Future Economic Benefits: The project is expected to generate future economic benefits, such as revenue from product sales or cost savings from process improvements.
•	Directly Attributable Costs: The costs being evaluated for capitalization must be directly attributable to the development of the product or process, including materials, labor, and overhead.

Any costs deemed eligible for capitalization will be recorded as assets and amortized over their useful lives, while all other R&D expenditures will continue to be expensed in the period incurred.

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s. Interestexpense

Interest expense relates mostly to an unsecured loan from Minoan Medical, which is repayable over the next 2 years. The loan carries interest at the prevailing prime lending rate of the time. The prevailing lending rate in South Africa was 10.25% at November 30, 2025. The terms of this loan are deemed to be market related.

t. Earningsper share

Basic Earnings Per Share (EPS)

Basic earnings (loss) per share are computed based on the weighted average number of common shares outstanding during the reporting period. This calculation provides a straightforward measure of the Company’s earnings attributable to each share.

Diluted Earnings Per Share (EPS)

The diluted earnings (loss) per share is computed by giving effect to all potentially dilutive securities outstanding for the period, by applying the treasury stock method. For periods in which we report net losses, diluted net loss per share is the same as basic net loss per share because potentially dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. There were no potentially dilutive securities outstanding or issuable during the nine months ended November 30, 2025; accordingly, no additional shares have been included in the diluted earnings per share calculation.

Treasury Stock Method

For options and warrants, the Company employs the treasury stock method to calculate the dilutive effect. Under this method, it is assumed that the proceeds from the exercise of options and warrants would be used to repurchase common shares at the average market price during the period. The number of shares repurchased is then subtracted from the total number of shares that would be issued upon exercise, resulting in the net increase in shares outstanding. This method effectively illustrates the potential dilution impact of these securities on earnings per share.

u. Principlesof consolidation

i. Consolidated- all intercompany transactions eliminated

The consolidated financial statements include the accounts of Medinotec Inc., Medinotec Capital Proprietary Limited and the financial statements of DISA Medinotec Proprietary Limited, known as the Medinotec Group of Companies. All intercompany transactions have been eliminated.

v. Useof estimates

The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that impact the reported amounts of assets and liabilities, as well as the disclosure of contingent assets and liabilities as of the date of the financial statements. Additionally, these estimates influence the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates, which could have an impact on future periods.

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Key estimates that management typically needs to make in a smaller medical device public company include:

•	Revenue Recognition: Estimating the timing and amount of revenue to be recognized, particularly in relation to sales agreements, warranties, and return policies.
•	Inventory Valuation: Assessing the net realizable value of inventory, including potential obsolescence and excess stock, to ensure that inventory is stated at the lower of cost or market.
•	Impairment of Assets: Determining whether there are indicators of impairment for long-lived assets, including intangible assets and goodwill, which involves assessing the recoverability of the asset's carrying value.
•	Clinical Trial Costs: Estimating the costs associated with clinical trials and research and development activities, which can be significant for product development.
•	Contingent Liabilities: Evaluating potential legal and regulatory claims, including product liabilities, and estimating the likelihood and potential financial impact of such claims.
•	Useful Lives of Assets: Estimating the useful lives of property, plant, and equipment, as well as intangible assets, to determine appropriate depreciation and amortization expense.

Management continually evaluates these estimates and assumptions based on historical experience and various other factors, including current market conditions. Changes in these estimates may have a material effect on the Company’s financial position and results of operations.

w. Recentlyissued accounting standards

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU is intended to enhance transparency of income statement disclosures primarily through additional disaggregation of relevant expense captions. The standard is effective for annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with prospective or retrospective application permitted. The Company is currently evaluating the impact of this guidance on its disclosures in the consolidated financial statements.

In August 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-05, Business Combinations-Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement (“ASU 2023-05”), which addresses the accounting for contributions made to a joint venture, upon formation, in a joint venture’s separate financial statements. The amendments require certain joint ventures to apply a new basis of accounting upon formation by recognizing and initially measuring most of their assets and liabilities at fair value. The objectives of the amendments are to provide decision-useful information to investors and other allocators of capital in a joint venture’s financial statements and also to reduce diversity in practice. ASU 2023-05 is effective for both public and private joint venture entities with a formation date on or after January 1, 2025. Early adoption is permitted. Entities may elect to apply the guidance retrospectively to joint ventures with a formation date prior to January 1, 2025. The Company has evaluated the effect of this standard on its operations and has determined that it has no material impact.

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In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820), Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions to clarify that a contractual restriction on the sale of an equity security is not considered part of a unit of account of the equity security, and, therefore, is not considered in measuring fair value. The amendments also clarify that an entity cannot, as a separate unit of account, recognize and measure a contractual sale restriction. The amendments also require the following disclosures for equity securities subject to the contractual sale restrictions.

The fair value of equity securities subject to the contractual sale restrictions reflected on the balance sheet.
The nature and remaining duration of the restriction(s).
The circumstances that could cause a lapse in the restriction(s).

This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within those financial years. The Company has evaluated the effect of this standard on its operations and has determined that it has no material impact.

In September 2022, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations, which enhances transparency surrounding the use of supplier finance programs. The new guidance requires qualitative and quantitative disclosure sufficient to enable users of the financial statements to understand the nature, activity during the period, changes from period to period and potential magnitude of such programs. The amendments are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the amendment on roll forward information, which is effective for fiscal years beginning after December 15, 2023. The Company has evaluated the effect of this standard on its operations and has determined that it has no material impact.

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which amends the disclosure to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses on an annual and interim basis for to enable investors to develop more decision-useful financial analyses. All public entities will be required to report segment information in accordance with the new guidance starting in annual periods beginning after December 15, 2023. The Company has implemented this standard for the current fiscal year.

In December 2023, the FASB issued ASU 2023-09, " Income Taxes (Topic 740): Improvements to Income Tax Disclosures", which amends the disclosure to address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information and includes certain other amendments to improve the effectiveness of income tax disclosures. For entities other than public business entities, the requirements will be effective for annual periods beginning after December 15, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently assessing potential impacts of ASU 2023-09 and does not expect the adoption of this guidance will have a material impact on its condensed consolidated financial statements and disclosures.

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3. Fair Value Measurements

The Consolidated entities report all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring basis. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

Level 1—Inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2—Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3—Inputs are unobservable inputs for the asset or liability.

The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety.

On November 30, 2025, and February 28, 2025, all of the Company’s cash and cash equivalents, trade accounts receivable and trade accounts payable were short term in nature, and their carrying amounts approximate fair value. Our current and long-term debt arrangements are classified as level 2 financial instruments.

4. Property, plant and equipment

Property, plant and equipment consist of the following:


Computer software
Office equipment
Motor vehicles
Small assets
Plant and machinery
Furniture and fittings
Computer equipment
Laboratory equipment
Total cost
Foreign currency adjustment
Total accumulated depreciation	)	)
Total

All values are in US Dollars.

Depreciation of property, plant and equipment

totaled approximately $25,102 for the three months ended November 30, 2025 compared to $24,892 for the three months ended November 30, 2024, and $73,404 for the nine months ended November 30, 2025 compared to $73,429 for the nine months ended November 30, 2024.

The Company has not acquired any property and equipment under capital leases.

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Depreciation Allocation to Cost ofGoods Sold:

A portion of the depreciation expense related to Property, Plant, and Equipment has been allocated to the Cost of Goods Sold. This practice is in accordance with the company's accounting policy, which recognizes a portion of the depreciation expense as part of the cost of producing goods.

The allocation of depreciation to Cost of Goods Sold is based on the estimation of the assets' usage in the production process. This method is employed to better match the cost of assets with the revenue generated during the period.

Depreciation of $17,436 was allocated

to Cost of Goods Sold for the three months ended November 30, 2025, compared to $5,685 for the three months ended November 30, 2024, and $50,736 for the nine months ended November 30, 2025 compared to $16,785 for the nine months ended November 30, 2024.

5. Accounts receivable,net of allowances

a. Accountsreceivable by period

Accounts receivable consist of the following:


Trade accounts receivable
Allowance for expected credit losses	)	)
Total

All values are in US Dollars.

6. Inventories

a. Accounts by period

Inventory consists of the following:


Raw materials
Work in progress
Finished goods
Less provisions for obsolescence	)	)
Goods in transit
Total

All values are in US Dollars.

The write-down of inventory reflects management's assessment of net realizable value based on current market conditions and estimates of future sales. Once inventory has been written down, the new cost basis cannot be subsequently increased based on changes in underlying facts and circumstances. This ensures that inventory is accurately reported and reflects the economic realities of the Company’s operations.

The obsolescence reserve is established based on an analysis of inventory turnover, historical sales data, and future sales forecasts. The reserve is reviewed periodically and adjusted as necessary to ensure that the inventory value accurately represents the amount expected to be realized upon sale.

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7. Other current assets

a. Othercurrent assets by period

Other current assets consist of the following:

	November 30, 2025 (unaudited)	Feb 28, 2025
Prepayments
Deposits paid
Other receivables
Total

All values are in US Dollars.

8. Note Receivable

	November 30, 2024 (unaudited)<br> <br>$	February 29, 2024<br> <br>$
Note receivable	—	—

In accordance with U.S. GAAP ASC 310, the Company has determined that a full impairment of the note receivable from Innovative Outcomes is warranted. This decision is based on several critical factors:

•	Deterioration of Financial Position: The financial position of Innovative Outcomes has deteriorated significantly, raising concerns about its ability to meet future obligations, including the repayment of the note.
•	Strategic Misalignment: The divergence in strategic focus between the Company and Innovative Outcomes has adversely impacted their relationship. This misalignment has hindered collaborative efforts, reducing the likelihood of successful recovery.
•	Lack of Access to Information: The Company has been unable to obtain sufficient information to conduct a comprehensive assessment of the recoverability of the loan. This lack of transparency further compounds the uncertainty surrounding the receivable.

Given these circumstances, the Company recognized a full impairment against the receivable as of November 30, 2023, along with all accrued interest to date. This decision reflects a commitment to accurate financial reporting and a conservative approach to asset valuation, ensuring that the financial statements present a true and fair view of the Company’s financial position. In September 2024, the full note became due and Innovative Outcomes has defaulted on the note based on non-payment.

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9. Loans Payable

a. Loansfrom related parties


Minoan Medical Proprietary Limited
Opening balance
Interest
Received/Issued
Repayments	)	)
Foreign exchange difference
Closing balance
Minoan Capital Proprietary Limited
Opening balance
Foreign exchange difference
Closing balance
Total debt

All values are in US Dollars.

Minoan Medical Proprietary Limited:

Loans payable include an unsecured loan

of $160 from Minoan Medical, the prior parent entity of DISA Medinotec in South Africa. This loan was initially obtained to support the working capital and capital expenditure expansions of DISA Medinotec during its developmental and startup phases. Following the acquisition of DISA Medinotec on March 2, 2022, the Company assumed this liability.

The Company is obligated to repay the loan within three years following its initial public offering (IPO), which is defined in the loan agreement as the point at which the business growth is sufficient to list on a national exchange. National exchanges in the United States include the New York Stock Exchange (NYSE), NASDAQ, and NYSE American. During this three-year period, the loan will accrue interest at the prevailing prime lending rate. As of November 30, 2025, the prevailing lending rate in South Africa was 10.25%. The terms of this loan are considered to be market-related.

The Minoan Medical loan has remained unchanged during the three months ended November 30, 2025.

In light of the absence of current major merger and acquisition (M&A) activity, management has decided to prioritize the repayment of loan accounts using spare cash flows generated by the business. This strategic decision aims to strengthen the Company’s financial position and enhance financial stability. By reducing outstanding debt, the Company seeks to improve its leverage and overall financial position, positioning itself for future growth opportunities.

During the nine months ended November 30, 2025, the Company repaid substantially all outstanding borrowings. The amount of repayments exceeded the opening loan balance primarily due to the settlement of accrued interest and the effect of foreign currency translation. As of November 30, 2025, loans payable were not material.

The Company has the option to make early settlement in cash or any form of equivalent.

Minoan Medical Proprietary Limited’s (“Minoan”) ultimate beneficial owner is the CEO of the Medinotec Group of Companies, Dr. Gregory Vizirgianakis. Minoan used to hold his medical investments and exports of which DISA Medinotec Proprietary Limited was one of these investments before it was transferred into the Medinotec Group of Companies.

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Minoan Capital Proprietary Limited:

This is an unsecured, interest-free loan with no fixed terms of repayment.

Minoan Medical and Minoan Capital are related parties of the Group as the CEO Dr Gregory Vizirgianakis has common control.

10. Accounts payable and accruedexpenses

a. Accountspayable by period

Accounts payable consist of the following:

	November 30, 2025 (unaudited)	Feb 28, 2025
Trade accounts payable
Accrued payroll, payroll taxes and leave pay
Royalties payable
Tax Liability
Other payables
Total

All values are in US Dollars.

One major European Cardiac supplier

constituted 64% of the total trade accounts payable as of November 30, 2025.

11. Commitments

a. Leases and deferredrent

The Company accounts for leases under ASC 842, Leases. The Company leases office and warehouse spaces under a cancelable operating lease agreement with contractual terms from August 1, 2023 to July 31, 2026 from a third-party entity that is considered a related party due to mutual directorship with a member of the Company’s Board. The Company is required to pay property taxes, insurance, and normal maintenance costs for certain of these facilities and will be required to pay any increases over the base year of these expenses on the remainder of the Company’s facilities. Management believes the terms of the lease are consistent with market rates and were entered into at arm’s length.

Operating lease right-of-use (ROU) assets and corresponding lease liabilities are recognized on the consolidated balance sheet at the commencement date based on the present value of future lease payments. The Company uses its incremental borrowing rate to discount lease payments, as the implicit rate is not readily determinable. Lease expense is recognized on a straight-line basis over the lease term. Short-term leases (terms of 12 months or less) are not capitalized and are expensed as incurred.

Lease payments in respect of the operating

lease liability for the three months ended November 30, 2025 was $8,505 compared to $8,310 for the period ended November 30, 2024, and $24,729 and $24,233 for the nine months ended November 30, 2025 and November 30, 2024 respectively.

Lease cost associated with operating leases is charged to general and administrative expenses in our consolidated financial statements. The exercise of lease renewal options is at our sole discretion. No extension period has been included in the determination of the right of use asset or the lease liability, as we concluded that it is not reasonably certain that we would exercise such option.

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Maturities of our operating lease liability as of November 30, 2025 was as follows:


Remainder of 2026	8,566
2027	14,277
Total undiscounted lease payments:	22,843
Less: Imputed Interest	(975	)
Total operating lease liabilities	21,868
Operating lease liabilities, current portion	21,868
Operating lease liabilities, net of current <br> portion	—

The carrying amount of the operating right-of-use asset as of November 30, 2025 was as follows:


Opening balance at March 1, 2025	37,301
Depreciation for the nine month period	(20,756	)
Foreign exchange adjustments	2,628
Closing balance at November 30, 2025	19,173

b. Litigation

From time to time, the Company may become involved in various legal proceedings in the ordinary course of its business and may be subject to third-party infringement claims.

In the normal course of business, the consolidated entities may agree to indemnify third parties with whom it enters into contractual relationships, including customers, lessors, and parties to other transactions with the Consolidated entities, with respect to certain matters. The Consolidated entities has agreed, under certain conditions, to hold these third parties harmless against specified losses, such as those arising from a breach of representations or covenants, other third-party claims that the Group’s products when used for their intended purposes infringe the intellectual property rights of such other third parties, or other claims made against certain parties. It is not possible to determine the maximum potential amount of liability under these indemnification obligations due to the Consolidated entities limited history of prior indemnification claims and the unique facts and circumstances that are likely to be involved in each claim.

At the reporting date and to the Company’s knowledge, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our Company’s or our Company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

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12. Stockholders' equity

a. Authorized and issued stockby period

Authorized:

As of November 30, 2025 the Company had

188,244,452 shares of common stock authorized and available to issue for purposes of satisfying conversion of preferred stock, the exercise and future grant of common stock options, and for purposes of any future business acquisitions and transactions.

As of November 30, 2025, Medinotec Inc.,

the parent Company had 20,000,000 shares of preferred stock authorized and available to issue.

Shares outstanding as of February 28, 2025,

were 11,733,750. During the quarter ended August 31, 2025, the Company issued 10,899 shares of common stock to a retained physician in settlement of research services valued at $54,495 and 10,899 shares to an independent non-executive director as compensation valued at $54,495. The share issue resulted in 11,755,548 shares outstanding as of August 31, 2025. The shares are restricted pursuant to restricted stock agreements and are subject to SEC Rule 144 transfer limitations (or such other transfer restrictions as set forth in the agreements). No cash consideration was exchanged, and the issuance of these shares had no impact on the Company’s cash position. The fair value of the shares issued has been recognized under operating expenses in the Company’s statement of operations. No changes in shares outstanding occurred during the three month period ended November 30, 2025, and therefore the total number of shares outstanding as of November 30, 2025 is 11,755,548.

Issued and outstandingshares:

Stockholders’ Equity - Issued and Outstanding Shares

	November 30, 2025 (unaudited)	February 28, 2025
Common shares			11,733,750
Stock issued			—
Total			11,733,750

All values are in US Dollars.

Share capital:

	November 30, 2025 (unaudited)	February 28, 2025
Common shares
Stock issued
Total

All values are in US Dollars.

13. Income taxes

For the three months ended November

30, 2025, and 2024, our provision for income taxes was an expense of $139,303 and $171,163, respectively, and $478,547 for the nine months ended November 30, 2025 compared to $418,383 for the nine months ended November 30, 2024.

The effective tax rate for these periods

was 26% and 36% for the 3 months ended November 30, 2025 and 2024 respectively, and 36% for the nine months ended November 30, 2025 compared to 38% for the nine months ended November 30, 2024.

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The effective tax rate is impacted by several factors, including:

1.	National, Federal and State Tax Rates: The statutory federal income tax rate is 21% for the United States and 27% for South Africa, compared to the effective tax rates disclosed above.
2.	Permanent Differences: Certain items that are recognized in financial statements but are not taxable or deductible in the current period, such as relevant permanent differences specifically not allowed or which is capital in nature relating to the specific segments tax laws, impact our effective tax rate.
3.	Temporary Differences: Timing differences between the recognition of income and expenses for tax purposes versus financial reporting purposes also contribute to the effective tax rate. Examples include depreciation methods, deferred tax assets/liabilities.
4.	Tax Credits: Tax credits which may reduce our overall tax liability for the period.
5.	Changes in Tax Legislation: Any recent changes in tax laws that may have affected our calculations, including will be taken into account.
6.	Valuation Allowances: We evaluated the need for a valuation allowance on deferred tax assets based on our assessment of future taxable income.

This effective tax rate may differ from the statutory rate due to the aforementioned factors. We will continue to monitor our effective tax rate and make necessary adjustments as required by changes in our operations or tax legislation.

The effective tax rate for the three

months ended November 30, 2025, differed from the U.S. statutory federal income tax rate of 21% primarily due to permanent differences, which include GILTI (Global Intangible Low-Taxed Income) and foreign rate differentials. For the three months ended November 30, 2024, the effective tax rate also differed from the U.S. statutory federal income tax rate due primarily to foreign rate differentials.

As a U.S.-registered company with interests

in South African entities, we are also considering our obligations under the OECD's Pillar II framework, which seeks to ensure that multinational enterprises pay a minimum level of tax. This framework informs our tax strategy and the management of our global tax liabilities. The tax rate in the territory of South Africa is 27% at the moment which is more than the 21% threshold in the U.S.

14. Transactions with relatedparties

Name	Relationship with the Medinotec Group of Companies	Related transactions with the Medinotec Group of Companies	Related Directors with the Medinotec Group of Companies	Related Owners with the Medinotec Group of Companies	Amounts for the nine months ended November 30, 2025
Minoan Medical Proprietary Limited	Medical investment company controlled by Dr Gregory Vizirgianakis	Related Party Loan	Dr Gregory Vizirgianakis	Dr Gregory Vizirgianakis is the ultimate beneficial owner	Loan payable - $160
Minoan Capital Proprietary Limited	Property investment company controlled by Dr Gregory Vizirgianakis	Related party loan<br><br> <br>Rental Expenses	Dr Gregory Vizirgianakis is the ultimate beneficial owner	Dr Gregory Vizirgianakis is the ultimate beneficial owner	Loan payable - $292<br><br> <br><br><br> <br>Lease liability - $21,868
Medinotec Capital Proprietary Limited	The African holding company of the Medinotec Group of Companies	Related party loan payable to Minoan Capital	Dr Gregory Vizirgianakis	Medinotec Incorporated in Nevada is the 100% ultimate parent entity	n/a

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| --- | | DISA Medinotec Proprietary Limited | The African operating and manufacturing company | Related party loan with Minoan Medical Operational income and expenses with Minoan Medical | Dr Gregory Vizirgianakis Pieter van Niekerk | Medinotec Incorporated in Nevada is the 100% ultimate parent entity | n/a | | --- | --- | --- | --- | --- | --- | | Medinotec Incorporated Nevada | Ultimate parent of Medinotec Capital and DISA Medinotec | All of the above for its related subsidiaries | Dr Gregory Vizirgianakis Pieter van Niekerk Joseph P Dwyer Stavros Vizirgianakis Athanasios Spirakis | This is the entity owned by the shareholders and primarily controlled by Dr Gregory Vizirgianakis and his Brother Stavros Vizirgianakis | n/a | | Medinotec Group of Companies | The Consolidated group name of Medinotec Incorporated, Medinotec Capital Proprietary Limited and DISA Medinotec Proprietary Limited | All of the above for its related subsidiaries | Dr Gregory Vizirgianakis Pieter van Niekerk Joseph P Dwyer Stavros Vizirgianakis Athanasios Spirakis | This is the entity owned by the shareholders and primarily controlled by Dr Gregory Vizirgianakis and his Brother Stavros Vizirgianakis | n/a | | Pieter van Niekerk | Chief financial officer of the Medinotec Group of Companies | Transactions relating to mutual entities disclosed above | Related directorships disclosed above | Minority Shareholder in Medinotec Inc | n/a | | Gregory Vizirgianakis | Chief Executive officer of the Minoan Group of Companies Brother of Stavros G. Vizirgianakis | Transactions relating to mutual entities disclosed above | Related directorships disclosed above | Shareholder in Medinotec Inc and Kingstyle investments. | n/a | | Stavros G. Vizirgianakis | Non-Executive director of the Medinotec Group of companies Brother of Gregory Vizirgianakis | Transactions relating to mutual entities disclosed above | No Related other Directorships in Medinotec Group of Companies | n/a | n/a | | Joseph P. Dwyer | Non-Executive director of the Medinotec Group of companies | Transactions relating to mutual entities disclosed above | No Related other Directorships in Medinotec Group of Companies | n/a | n/a | | Athanasios Spirakis | Independent director of the Medinotec Group of companies | Transactions relating to mutual entities disclosed above | No Related other Directorships in Medinotec Group of Companies | n/a | n/a |

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a. Rent

DISA Medinotec Propriety Limited leases commercial buildings from Minoan Capital. Minoan Capital is owned 100% by the Chief Executive Officer of the Medinotec Group of Companies, Dr. Gregory Vizirgianakis. We are currently also renting storage and office space in the US on a 12-month lease agreement from a non-related third party. The lease agreement with Minoan Capital is accounted for as a lease liability, while the US storage and office space is recognized directly as an expense.

Lease payments to Minoan Capital for

the quarter ended November 30, 2025 was $8,505 compared to $8,310 for the quarter ended November 30, 2024, and $24,729 for the nine months ended November 30, 2025 compared to $24,233 for the nine months ended November 30, 2024.

Set forth below is a table showing the Consolidated entities' lease payments for the three months ended November 30, 2025 with Minoan Capital:

	Three months ended (unaudited)		Nine months ended (unaudited)
	November 30,	November 30,	November 30,	November 30,
	2025	2024	2025	2024
Rent expense

All values are in US Dollars.

Rent is comparable to rent charged for similar properties in the same relative area. The company does market research of a Minimum and a Maximum rental value within the area at every renewal of the rental agreement to ensure this is market related, this exercise is undertaken together with a registered property agent who has the appropriate knowledge of the area.

b. Loan

As of November 30, 2025 the Company

has an unsecured loan payable of $160 from Minoan Medical, the prior parent entity of DISA Medinotec Proprietary Limited, which is incorporated in South Africa. This loan was originally obtained to finance working capital and capital expenditure (capex) expansions of DISA Medinotec during its developmental and startup phases.

The consolidated entities, particularly

Medinotec Inc., have the option to settle this loan earlier in cash or in any equivalent form. The terms of the loan stipulate that it is to be repaid within three years following the initial public offering (IPO) or upon the commencement of trading on a recognized national exchange for example NASDAQ, whichever occurs first. During this three-year period, the loan will accrue interest at the prevailing prime lending rate, which was 10.25% as of November 30, 2025.

The terms of this loan are deemed to be market-related, reflecting conditions that are customary for similar arrangements.

As of November 30, 2025, the Company

has an unsecured loan payable of $292 from Minoan Capital. The loan is interest-free with no fixed terms of repayment.

Minoan Medical and Minoan Capital are related parties of the Group as the CEO Dr Gregory Vizirgianakis has common control.

15. Subsequent events

In accordance with ASC 855-10, the Company evaluated subsequent events occurring after November 30, 2025 through the date these financial statements were issued. Based on this evaluation, no additional subsequent events were identified that would require adjustment to, or disclosure in, the financial statements for the nine months ended November 30, 2025.

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Item 2. Management’s Discussion and Analysis of FinancialCondition and Results of Operations

Forward-Looking Statements

This Quarterly Report on Form 10-Q, including Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact, including, without limitation, statements regarding our future financial position, business strategy, product launches (such as the planned Q4 2026 U.S. market launch of OutFlo), revenue growth expectations, tariff mitigation strategies, supply chain diversification, and market expansion, are forward-looking statements. Words such as "anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates," "may," "could," "will," and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements.

These forward-looking statements are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties, and other factors, many of which are beyond our control, that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those described in "Item 1A. Risk Factors" (including the potential adverse impacts of the 30% U.S. tariff on South African imports), as well as our reliance on key distributors (Note 2(n)), foreign currency fluctuations (Note 2(b)), regulatory approval delays for new products (e.g., FDA 510(k) processes), supply chain disruptions, competitive pressures in the medical device market, and general economic conditions affecting healthcare spending. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements.

We undertake no obligation to update or revise any forward-looking statements, whether because of new information, future events, or otherwise, except as may be required under applicable securities laws.

These forward-looking statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

Financial Risks: We carry substantial debt, may need additional financing, and face exposure to interest rate changes, accounting rule shifts, and tax regulation updates, all of which could impact financial flexibility and results.

Operational Challenges: Our success depends on product development, supply chain continuity, and competitive positioning. Industry consolidation, pricing pressures, IT disruptions, and foreign exchange volatility pose risks to our operations and profitability.

Customer and Market Exposure: We rely heavily on a limited number of customers, including DISA Life Sciences, which increases the risk of revenue concentration. Inadequate insurance coverage and internal control weaknesses may further exacerbate operational vulnerabilities.

Management and Governance: Our business depends on a small number of key personnel, many of whom are located outside the U.S. Concentrated voting power among founders and limited public-company experience heighten governance and compliance risks.

Regulatory and Legal: Delays in obtaining regulatory approvals, potential product liability, compliance with marketing and reimbursement rules, IP protection, and evolving environmental and data privacy laws all pose significant risks. Violations could lead to penalties or legal action.

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Geopolitical and Regional Risks: Political and economic instability in South Africa—such as load-shedding, exchange controls, and FATF grey-listing—may impair operations. Broader geopolitical tensions and trade disputes also affect supply chains and market access. Geopolitical and trade risks due to tariffs and trade wars.

Market and Securities Risks: Our shares trade on the OTCQX market and are considered penny stocks, which may limit liquidity. Future equity issuances could dilute existing shareholders, and share prices may fluctuate significantly due to external factors.

Revenue Concentration Risk: We derive a substantial portion of our revenue from a single customer, DISA Life Sciences, which accounted for approximately 92% of our total revenue for the nine months ended November 30, 2025. Our financial results, cash flows, and operating performance are therefore significantly dependent on the continued business relationship with this customer. A reduction in purchases from, or the loss of, DISA Life Sciences could have a material adverse effect on our results of operations and financial condition. While we endeavor to diversify our customer base, we may not be able to replace this level of revenue in the near term. Investors should consider the potential impact of this customer concentration when evaluating our business and prospects.

Newly Imposed U.S. Tariff on South AfricanImports May Materially Impact Our U.S. Revenue and Profit Margins

On July 7, 2025, the President of the United States announced a 30% tariff on all goods imported from South Africa into the United States, effective August 1, 2025. This tariff was introduced unilaterally and is reportedly based on concerns over a perceived trade imbalance between the two nations. While the South African government has contested the rationale behind this action and initiated negotiations, there is currently no indication that the tariff will be lifted or reduced in the near term.

As a company that exports goods from South Africa into the United States, this tariff introduces a material cost burden to our U.S.-bound shipments. The U.S. tariff could increase cost of goods sold by 30% on approximately 5% of revenue from our Domestic Sales segment (Inside the United States), potentially reducing fiscal year gross margin by 1 to 2 percentage points if unmitigated. Unless mitigated through restructured pricing, supply chain adjustments, or diplomatic resolution, the tariff is likely to have an adverse effect on our gross margins, U.S. revenue, and overall profitability. In addition, the tariff may reduce our competitiveness in the U.S. market and lead to delayed or reduced purchase orders from our distributors and customers.

We are actively assessing the potential impact of the tariff on our operations and financial results and evaluating appropriate contingency strategies, including sourcing alternatives, pricing adjustments, and geographic diversification of revenue. However, there can be no assurance that these measures will be successful or that the tariff will not materially and adversely affect our financial condition and results of operations.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully, including those contained in our Annual Report on Form 10-K under “Risk Factors” for the year ended February 28, 2025, and readers should not place undue reliance on our forward-looking statements. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

Business Overview

Medinotec Inc. was registered on April 26, 2021, in the State of Nevada. With an effective date of April 26, 2022, we acquired DISA Medinotec Propriety Limited, a South African corporation, from Minoan Medical Proprietary Limited ("Minoan"), a company incorporated in South Africa, and owner of all the capital stock of DISA Medinotec Propriety Limited. We accomplished the acquisition pursuant to the terms and conditions of a Share Exchange Agreement under common control with Minoan whereby we acquired all the capital stock of DISA Medinotec Proprietary Limited in exchange for the issuance of stock at par value and the transfer of the outstanding loan account.

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This Purchase was concluded between Minoan and a local newly established investment vehicle of Medinotec Inc. called Medinotec Capital Proprietary Limited in South Africa after Medinotec Inc. registered the company as a shelf company by injecting $10,000 into it on December 18, 2021. Medinotec Capital Proprietary Limited served as the acquisition vehicle for Medinotec Inc on the continent of Africa.

Combined these companies now form the Medinotec Group of Companies.

The Company engages in in-house manufacturing for products that leverage its intellectual know-how, while also utilizing cash flows generated from marketing products as distribution partners with major players in the industry. This distribution business supports the cash flows of the internally developed products while a market is being established for these offerings. Our internally developed products include:

The Trachealator

The Trachealator has changed the way that tracheal, and, to a degree, bronchial stenosis is managed in extremely ill patients. While there are multiple causes of tracheal stenosis, it is estimated that thousands of cases are reported every year. Multiple, safe, serial dilatations of the trachea are often curative and the Trachealator is currently in our management’s opinion the only device that is non-occlusive and which allows the procedure to be done with the patient fully awake and un-sedated.

The Trachealator received the CE Mark of approval by a European notifying body (DEKRA) in 2019. CE Marking is a qualification mandatory for any product to be sold in countries of the European Union but widely accepted by other countries in the Middle East, South American and Asian regions. The Trachealator is currently sold successfully in a large number of those countries.

In May of 2021 in recognition of the advancement in technology in the device, the Trachealator was awarded a Gold Medal in the Medical Design Excellence Awards

The USA recognizes only an FDA approval to accept products into its market. This approval was obtained for the Trachealator in November 2021 through a 510(k) substantially equivalence process for Class II medical devices and sales has since commenced in the USA.

The medical device approval process differs for specific countries and territories in the world, and each may have additional requirements over and above CE mark and FDA. For example, Australia, Japan and China have their own quality accreditation systems (TGF, JIS & CFDA respectively) and do not accept CE marking and/or an FDA certificate. Applications for such accreditations will be considered to be made upon achieving a critical mass of sales in the USA & Europe.

OutFlo Aortic Valve Dilatation Balloon Catheter

The OutFlo Aortic Perfusion and Dilatation Catheter is a non-occlusive perfusion balloon to allow the expansion of the aortic valve without impeding the cardiac output.

This catheter could be used to post dilate the artificial valve in TAVI (Transcatheter Aortic Valve Implantation) without the need for pacing.

A clinical study was conducted in 2022, as part of the development of the Technical File documentation, which is currently undergoing examination by our Notified Body (DEKRA).

Submission for FDA certification via the 510(k) substantially equivalence process was made on May 31, 2024. FDA clearance was obtained on March 11, 2025. Management anticipates that OutFlo will be launched to the U.S. Market in Q4 of the 2026 financial year, while the product is already in market in South Africa.

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The Cape Cross PTCA Catheter

The Medinotec Group of Companies also designed and developed a range of semi-compliant coronary PTCA catheters known as the Cape Cross, which attained a CE Mark and are marketed around the world and in South Africa, becoming a widely used interventional balloon in the market.

A PTCA catheter is inserted either from the groin or the arm and threaded through the blood vessels, through the aorta into the heart. The cardiac surgeon and/or interventional cardiologist will move the catheter to the blocked artery (plaque). The balloon part of the catheter is inflated to open the blockage in the artery, after which the balloon is deflated, and the entire catheter withdrawn and removed. If this procedure is not effective enough to open the artery, a coronary stent will be placed inside the diseased area of the artery.

Cape Cross Non-Compliant (“NC”)Catheter

On the back of the Cape Cross, the Cape Cross NC Catheter was developed for post dilatation purposes. The product has become a mainstay of our cardiology range. It is CE Marked and widely used in South Africa. After a stent is placed in an artery, it is followed up by moving a NC catheter to the site where the stent was placed. The NC catheter balloon part is then inflated inside the stent. This is done to “seat” the stent inside the artery wall. In other words, if the stent was not optimally placed, the NC Catheter can be used to make the stent fit “snugly” against the artery wall to avoid dislodgement and movement of the stent after placement.

The Micro CTO Catheter (Developmental)

We have developed a highly specific niche CTO (Chronic Total Occlusion) catheter balloon range with diameters of 0.70 to 1.25 mm, as a size range extension to the current Cape Cross Rx PTCA Balloon Catheter.

These micro-balloon catheters address an extremely specific market need for difficult coronary cases and will further cement our position as one of the premier specialized coronary balloon catheter manufacturers. The Technical File was submitted to our Notified Body at the end of July 2023 and is currently undergoing examination.

Product Development Pipeline

The following distinct and finite developmental phases / stages are applicable to all our product pipeline, namely:

1)	R&D
2)	Pre-production prototyping
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3)	Testing
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4)	Production
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5)	Clinical trials
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6)	MDR/CE Mark accreditation
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7)	Local marketing & selling
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8)	International sales outside the US
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9)	FDA 510 (k) approval
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10)	Sales to the United States.
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The products described have reached the following stages:

Trachealator:	The company is pleased to report that sales are increasing to both private<br> and academic hospitals throughout the United States of America.<br><br> <br><br><br> <br>FDA listing and CE registration was obtained.
Cape Cross PTCA Catheter:	Application for FDA 510(k) clearance in progress with external consultants. Final submission pending. CE certification under the MDD has been obtained, and is still valid under Regulation (EU) 2023/607. CE certification under the MDR is in progress.
Cape Cross NC Catheter:	Application for FDA 510(k) clearance in progress with external consultants. Final submission pending. CE certification under the MDD has been obtained, and is still valid under Regulation (EU) 2023/607. CE certification under the MDR is in progress.
OutFlo Aortic Valve Dilatation Balloon Catheter:	FDA clearance was obtained during the previous quarter, on March 11, 2025. Planned U.S. market launch in the fourth quarter of this financial year.
Micro CTO Catheter:	R&D, Testing, Pre-Production Prototyping, Clinical Trials MDR/CE Mark accreditation application was submitted in July 2023.
StaXstop Catheter:	Developmental / Pipeline: An epistaxis catheter - R&D, Testing,<br>Pre-Production Prototyping, Testing, Production, Clinical Trials – FDA 510(k) exempted (Class I product)
Septus Balloon:	Developmental / Pipeline: A nasal fracture balloon – R&D<br>Testing, Pre-Production Prototyping, Testing, Clinical Trials.
Vaultseal Balloon:	Developmental / Pipeline: A gynae vaginal vault sealing balloon: R&D Testing, Pre-Production Prototyping, Testing, Clinical Trials.

Results of Operations for the Three and NineMonths ended November 30, 2025 and November 30, 2024

Revenue

Quarterly Performance

For the three months ending November 30, 2025, consolidated revenue for the Medinotec Group of Companies reached $2,536,994 compared to $2,565,048 during the same period in the prior fiscal year, a marginal decrease of 1%.

Year-to-Date Performance

For the nine months ended November 30, 2025, consolidated revenue was $7,907,325, compared to $5,588,445 in the corresponding period of the previous year, an increase of 41%.

This revenue growth primarily reflects the expansion of our distribution business outside the United States, particularly through enhanced partnerships in South Africa that have driven higher sales volumes in our cardiology and dialysis product lines (as discussed in the "Outside the U.S. Segment" section below), partially offset by a 21% decline in U.S. Trachealator sales during the nine month period due to timing of customer orders. While these results demonstrate improved market penetration, they remain subject to material uncertainties that could impact future performance, including the 30% U.S. tariff on South African imports effective August 1, 2025 (see Item 1A. Risk Factors), which is expected to increase costs for our U.S.-bound shipments and potentially compress gross margins in the Domestic Sales segment (8% of YTD revenue) by 10-15 percentage points in upcoming periods absent mitigation measures. Additionally, foreign currency fluctuations, such as the 5% strengthening of the South African Rand against the U.S. dollar during the period, have partially offset cost pressures but could reverse and adversely affect reported results if the Rand weakens. Management continues to monitor these trends and pursue diversification strategies to reduce concentration risks.

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Operating Segments

The Group operates through two primary segments: Sales Outsidethe United States and Domestic Sales. These segments represent the core of our business, with the former covering both in-house developed products and complementary products distributed on behalf of third parties, and the latter focusing on our proprietary Trachealator product within the United States.

1.	Sales Outside the United States<br><br>This segment includes both the sale of the Group's in-house developed products (proprietary IP) and the distribution of third-party products. The third-party distribution component generally yields thinner margins due to pricing pressures, distributor agreements, and competition within the medical device distribution sector. However, the in-house products provide higher margins, driven by the value proposition of our proprietary technologies.
○	The performance of this segment is strongly influenced by regional demand, regulatory considerations, and the success of our distributor partnerships, particularly in regions such as South Africa and broader Southern Africa.
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○	Industry Trends: According to Grand View Research, the global medical device market is expected to grow at a CAGR of 5.6% from 2024 to 2029, driven by rising healthcare expenditures, demographic shifts, and a growing need for medical devices in emerging markets. This trend supports the Group’s growth strategy for expanding our footprint in these markets and capitalizing on the increasing demand for both proprietary and third-party products.
2.	Domestic Sales (United States)<br><br>The Domestic Sales segment primarily focuses on our Trachealator product, which serves the respiratory market in the U.S. This product is a leading solution for tracheal stenosis, and we continue to see significant adoption within key healthcare institutions across the country.
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○	Revenue from this segment is primarily driven by increasing market penetration of the Trachealator, aided by favorable clinical outcomes, strategic sales channels, and strong relationships with U.S. healthcare providers. The U.S. market remains our second-largest by revenue, after South Africa, and continues to show robust growth potential as demand for respiratory solutions rises, particularly in the wake of heightened awareness and treatment focus of respiratory diseases.
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○	Industry Trends: The U.S. medical device market is projected to grow at a CAGR of 4.3% from 2024 to 2029, according to IBIS World, driven by advances in minimally invasive technologies and increasing health spending. With an aging population and rising incidences of chronic respiratory conditions, the demand for innovative solutions such as the Trachealator is expected to continue to rise, benefiting the Group’s domestic sales efforts.

Sales Concentration

Sales between the Medinotec Group and DISA Life Sciences are expected to remain strong, driven by DISA’s well-established and extensive distribution network in South Africa. This partnership continues to be a key pillar of our revenue stream, particularly within the Sales Outside the United States segment, where South Africa represents a significant portion of our sales.

However, as part of our broader growth strategy, the Group is committed to reducing its reliance on the South African market by diversifying into more developed international markets. We aim to expand our footprint in regions such as North America, Europe, and select other promising markets, which present significant opportunities for growth and greater stability. The Group’s proprietary products offer strong potential in these regions, particularly in the U.S. and European markets, where demand for advanced minimal invasive medical devices is increasing.

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Despite these efforts, there is no certainty that we will be able to significantly reduce our dependency on DISA Life Sciences for customer accounts in the short-to-medium term. Expansion into new markets comes with inherent risks, including the need for regulatory approvals, the challenge of building new distribution networks, and the competitive landscape in each region. These factors may delay or impede our ability to diversify successfully. As such, the risk of customer concentration will likely persist unless we are able to effectively address these challenges and build a more balanced and diversified revenue base.

Product Development

The Trachealator product received FDA clearance in November 2021, allowing the Company to market and sell this innovative product within the United States. This regulatory milestone is a significant achievement, as it not only expands the product's reach to a larger and more developed market but also strengthens the Group’s position in the highly competitive U.S. medical device landscape.

Among Medinotec’s most valuable assets are its long-term customer relationships, as well as its robust distribution and marketing network. These factors have played a key role in the success of the Group’s operations, particularly in South Africa, where our distribution partnership is supported by a team of over 100 sales representatives. This dedicated sales force covers approximately 60% of hospital theatre floors in South Africa on a weekly basis, ensuring that our products are consistently visible and accessible to key medical professionals. This successful distribution model has been pivotal in driving adoption and product penetration.

The Group now plans to replicate this proven model in the U.S. market, leveraging the FDA clearance of the Trachealator and the strength of our established sales force. This expansion into the U.S. is an important step in our strategy to build a broader, more diversified revenue base and to tap into the significant growth opportunities within the North American healthcare market.

On March 11, 2025, the Group received FDA 510(k) clearance for its OutFlo Aortic Dilatation Balloon Catheter. This marks the Group’s second FDA-cleared product in the North American market. The clearance and upcoming commercial launch of this product are expected to further expand Medinotec’s portfolio and strengthen its position in the competitive cardiovascular market in North America, which remains a key strategic growth area.

Outside the U.S. Segment

Revenue from the Group’s Outside the U.S. segment, which includes both proprietary and distributed products, increased by 3% and 48% for the three and nine months ended November 30, 2025, respectively, to $2,411,128 and $7,500,340, compared to $2,350,114 and $5,074,756 for the corresponding periods in the prior year.

The increase in revenue was primarily attributable to the addition of new distribution revenue streams in South Africa and continued sales efforts related to the Company’s in-house developed products. Revenue growth for the three months ended November 30, 2025 was comparatively modest, as the corresponding prior-year quarter also included revenues from the Company’s renal dialysis distribution product range, which was introduced during the third quarter of fiscal 2025.

In contrast, the significant increase in revenues for the nine months ended November 30, 2025 reflects a base effect resulting from the full-period inclusion of the renal dialysis distribution products, which were not included in revenues for the first and second quarters of fiscal 2025. Accordingly, the three-month periods are more directly comparable than the respective nine-month periods.

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Our sales and marketing initiatives in this segment aimed to drive growth. These efforts included:

1.	Strategic Partnerships:<br><br> <br>We successfully established new distribution agreements with key partners<br> in South Africa, leveraging their established networks to enhance our market penetration and expand the reach of our products across both<br> public and private healthcare systems. This partnership has played a pivotal role in increasing sales in the region and strengthening<br> our market presence.
2.	Sales Training and Development:<br><br> <br>A critical component of our sales strategy involved the implementation<br> of comprehensive training programs for our sales representatives. These programs focused on improving product knowledge, refining sales<br> techniques, and equipping our team with the tools to better engage healthcare professionals. By investing in our salesforce, we aim to<br> enhance product adoption and foster stronger relationships with healthcare providers.
3.	Targeted Marketing Campaigns:<br><br> <br>We launched tailored marketing campaigns that highlighted the unique benefits<br> of our products to healthcare professionals. These campaigns utilized a mix of digital marketing, trade shows, and direct outreach to<br> hospitals and healthcare facilities. These efforts were designed to raise awareness and drive demand for our products, particularly in<br> emerging markets.
4.	Customer Relationship Management (CRM):<br><br> <br>To further strengthen our customer engagement, we invested in CRM tools<br> to better track and manage customer interactions. This has enabled us to deliver personalized communications and follow-up, improving<br> customer satisfaction and fostering long-term relationships with key healthcare providers.
5.	Market Research and Trends Analysis:<br><br> <br>Ongoing market research was conducted to identify emerging trends, shifting<br> customer needs, and competitive landscape changes. This research has informed our product development and marketing strategies, ensuring<br> that our offerings remain aligned with market demand and that we continue to deliver value to our customers.

Inside the U.S. Segment

Revenues from the Group’s U.S. segment, which includes sales of our in-house developed products, decreased by 41% and 21% for the three and nine months ended November 30, 2025, respectively, totaling $125,865 for the three-month period and $406,985 for the nine-month period. This compares to $214,934 and $513,689 for the same periods in the prior year. These decreases were primarily attributable to changes in customer ordering patterns, and a moderation in demand compared to the prior-year periods.

Cost of Goods Sold

The following tables compare cost of goods sold as dollar amounts and as a percent of gross sales for the three and nine months ended November 30, 2025 and 2024:

	Three Months Ended (unaudited)				Nine Months Ended (unaudited)
	November 30, 2025		November 30, 2024		November 30, 2025		November 30, 2024
Total cost of goods sold	$	1,190,942	$	1,524,272	$	3,633,769	$	3,113,979
	Three Months Ended (unaudited)						Nine Months Ended (unaudited)
---	---	---	---	---	---	---	---	---	---	---	---	---
	November 30, 2025			November 30, 2024			November 30, 2025			November 30, 2024
Total cost of goods sold %		47	%		59	%		46	%		56	%

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The composition of the cost of sales figure as a % to the segments is as follows

	Three Months Ended (unaudited)						Nine Months Ended (unaudited)
	November 30, 2025			November 30, 2024			November 30, 2025			November 30, 2024
Outside United States of America %		97	%		98	%		97	%		98	%
Inside the United states of America %		3	%		2	%		3	%		2	%

For the three months ended November 30, 2025, cost of goods sold decreased to $1,190,942 from $1,524,272 in the prior-year period, representing a decline of approximately 22.2%. As a result, gross profit increased to $1,346,052 from $1,040,776, and gross margin improved to approximately 53% of revenue, compared to approximately 41% for the three months ended November 30, 2024.

For the nine months ended November 30, 2025, cost of goods sold increased to $3,633,769 from $3,113,979 in the prior-year period, an increase of approximately 16.6%. Gross profit for the nine-month period increased to $4,273,556 from $2,474,466 in the prior year, resulting in a gross margin of approximately 54%, compared to approximately 44% for the nine months ended November 30, 2024.

Gross margin for both the three and nine months ended November 30, 2025 showed improvement compared to the prior year. The improvement was driven primarily by favorable product mix and operational factors, while the overall mix between proprietary and distribution products remained broadly consistent. The increase in gross margin is considered incremental and within management’s expectations.

During the three and nine months ended November 30, 2025, the South African rand (“ZAR”) strengthened significantly against the U.S. dollar. As a substantial portion of the Company’s cost of goods sold is denominated in ZAR, this currency appreciation increased the U.S.-dollar equivalent of those costs, partially offsetting the gross margin improvements discussed above.

Operating Expenses

For the quarter ended November 30, 2025, operating expenses were $793,340, up from $513,325 for the same period in the prior year. For the nine months ended November 30, 2025, operating expenses increased to $2,914,822 up from $1,242,098 for the same period in the prior year. The increase for the nine months was primarily driven by investments in growth initiatives, including sales and marketing activities, as well as higher compliance-related costs.

One of the major components that affects the operating expenses is the cost of compliance for the business, which is included in the General and Administrative line item. Certain costs are once off in nature and others will be recurring.

	Three months ended (Unaudited)
	November 30, 2025	November 30, 2024	Value Change
					% Change
Operating expenses
Depreciation and amortization expense				)		(60)	%
General and administrative expenses						15	%
Research and development expenses				)		(88)	%
Sales and marketing expenses						649	%
Total operating expenses						55	%

All values are in US Dollars.

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| --- | | | Nine months ended (Unaudited) | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | November 30, 2025 | November 30, 2024 | Value Change | | | | | | | | | | | % Change | | | | Operating expenses | | | | | | | | | Depreciation and amortization expense | | | | ) | | (60) | % | | General and administrative expenses | | | | | | 71 | % | | Research and development expenses | | | | | | 43 | % | | Sales and marketing expenses | | | | | | 1065 | % | | Total operating expenses | | | | | | 135 | % |

All values are in US Dollars.

Depreciation and amortization expense included in operating expenses decreased for the three and nine months ended November 30, 2025. The decrease reflects the allocation of a greater portion of depreciation related to property, plant and equipment to cost of goods sold as manufacturing activity increased during the period, in accordance with the Company’s accounting policy. Depreciation allocated to cost of goods sold was $17,436 for the three months ended November 30, 2025, compared to $5,685 for the same period in the prior year, and $50,736 for the nine months ended November 30, 2025, compared to $16,785 for the corresponding prior-year period. The allocation is based on estimated asset usage in the production process and is intended to match depreciation expense with the related revenues.

General and administrative expenses increased for the three and nine months periods ended November 30, 2025, primarily due to the allocation of executive management costs to the Company. Certain executives providing services to the Company are employed by the Company’s distributor, which allocates a portion of these costs to the Company based on time spent on Company-related activities. This allocation has resulted in a recurring monthly charge of approximately $50,000 since March 2025. General and administrative expenses for the nine-month period also included non-cash share-based compensation of $54,495 granted to the Chairman of the Audit Committee for services rendered. The remaining increase reflects normal cost increases associated with the growth of the Company’s operations.

General and administrative expenses per segment is allocated as follows

Three Ended November 30 (unaudited)	Inside the United States ()			Outside the United States ()			Total ()
	2025	2024		2025	2024		2025	2024
General and administrative expenses			248,925			130,292			379,217

All values are in US Dollars.

Nine Months Ended November 30 (unaudited)	Inside the United States ()			Outside the United States ()			Total ()
	2025	2024		2025	2024		2025	2024
General and administrative expenses			522,048			488,181			1,010,229

All values are in US Dollars.

The company’s strategy of leveraging less expensive, high-quality talent abroad is yielding positive results. This approach not only enhances our cost efficiency but also reinforces our commitment to maintaining a skilled workforce that is essential for driving our operations.

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The remaining portion of general and administrative expenses is primarily compliance obligations, which are critical for a medical device company operating in a highly regulated market. These costs encompass regulatory filings, quality assurance initiatives, and other compliance measures necessary to meet industry standards. As a publicly traded entity, we also incur specific expenses related to our quotation on the OTCQX markets. These expenses cover regulatory compliance, investor relations, and reporting requirements that are vital for maintaining transparency and accountability as a public enterprise. It is important to note that these public-related expenses are specific to our operations within the United States.

Collectively, these factors highlight the significance of stringent compliance and operational readiness within our cost structure, ensuring that we meet both regulatory requirements and the expectations of our stakeholders.

Research and development expenses decreased to $8,326 for the three months ended November 30, 2025, compared to $69,270 for the same period in the prior year. For the nine months ended November 30, 2025, research and development expenses increased to $123,575 from $86,142 in the prior-year period.

The increase for the nine months ended November 30, 2025 reflects continued research and development activities. The Company follows an R&D-light approach, focusing on commercially viable projects and prioritizing initiatives that are closer to commercialization, including process improvements and manufacturing efficiencies. The decrease in the quarterly expense reflects the timing of research and development activities during the period.

Selling expenses increased to $341,953 for the three months ended November 30, 2025, compared to $45,632 for the same period in the prior year. For the nine months ended November 30, 2025, selling expenses increased to $1,038,130 from $89,083 in the prior-year period.

The increases reflect higher selling costs associated with the Company’s commercial activities. The significant increase in sales and marketing expenses can also be attributed to the timing of conferences and marketing events, which can vary from year to year and create discrepancies when comparing expenses across periods.

It is also important to note that our flat organizational structure allows for flexibility in staff roles. Sales personnel are able to transition into operational and manufacturing positions, and vice versa. While this adaptability provides a competitive advantage by allowing us to optimize staff allocation based on business needs, it can lead to variability in quarter-over-quarter and year-over-year comparisons across different expense categories.

Net Income

Net income for the three months ended November 30, 2025, was $403,411, an improvement from $310,311 for the three months ended November 30, 2024. For the nine months ended November 30, 2025, net income was $863,761, up from $682,264 in the corresponding nine-month period of the previous year.

This positive change is primarily attributable to increased sales, as previously discussed.

Included in net income is the contribution to income or loss from operations by segment for the three months ended November 30, 2025. This metric is viewed as the most accurate and operationally driven indicator to illustrate the impact of each segment on net income. By focusing on the contribution from operations, we can more clearly assess how each segment performs independently, allowing for a better understanding of their respective efficiencies and profitability. This approach provides valuable insights into the operational health of the business and supports informed decision-making for future strategic initiatives.

Three Ended November 30 (unaudited)	Inside the United States ()				Outside the United States ()			Total ()
	2025	2024			2025	2024		2025	2024
Income/(loss) from operations			(143,627	)			671,079			527,451

All values are in US Dollars.

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| --- | | Nine Months Ended November 30 (unaudited) | Inside the United States () | | | | | Outside the United States () | | | Total () | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2025 | | 2024 | | | 2025 | 2024 | | 2025 | 2024 | | | Income/(loss) from operations | | ) | | (170,821 | ) | | | 1,403,189 | | | 1,232,368 |

All values are in US Dollars.

The loss-making nature of the Inside the United States segment, in contrast to the profitability of the segment outside the United States, can be attributed to the differing phases of business maturity. The Inside the USA segment is currently in an active build-up phase, reflecting its less mature status, while the segment outside the USA has reached a more established stage of development.

Furthermore, the Inside the USA territory incurs higher operating and running costs compared to the segment outside the USA. This disparity in expenses provides a competitive advantage for the outside USA segment, where highly skilled South African professionals can be engaged at a lower cost than would be required for similar services within the USA. As a result, the outside USA segment benefits from a more favorable cost structure, contributing to its profitability while the Inside USA segment continues to develop.

For the three months ended November 30, 2025, the Company reported operating income in its Inside the United States segment, compared to an operating loss in the prior-year period. This improvement was primarily attributable to the reversal of a previously recognized allowance for expected credit losses on trade receivables within the U.S. segment. During the quarter, the Company successfully undertook measures to recover outstanding balances from certain customers, resulting in a reversal of the allowance for expected credit losses totaling $97,058. Absent this reversal, operating results for the Inside the United States segment would have remained comparatively consistent with prior periods.

Liquidity and Capital Resources

As of November 30, 2025, the Company reports current assets of $6,472,994 and total assets of $6,852,928. Current liabilities at the same date were $1,352,239, resulting in working capital of $5,120,755. This compares with February 28, 2025 when current assets were $6,423,186 and total assets were $6,808,973 with current liabilities of $1,505,047 and working capital of $4,918,139. The growth in total assets reflects improved liquidity primarily driven by revenue growth, from enhanced sales and marketing efforts in both domestic and international markets.

As of November 30, 2025, the Company had cash and cash equivalents of $2,856,926. Cash flows from operating activities for the nine months ended November 30, 2025 were $1,027,439, reflecting continued profitability and effective working capital management.

During the period, the Company repaid substantially all outstanding debt. Management believes that existing cash balances and cash generated from operations will be sufficient to meet working capital and operating requirements for at least the next twelve months. However, to further strengthen the balance sheet and meet potential listing requirements for a national securities exchange, the Company may seek additional capital through private or public offerings of equity or debt securities. There can be no assurance that any such financing will be available on acceptable terms or at all.

The Company’s liquidity is subject to customer concentration risk, as a significant portion of revenue is derived from a single distributor.

In terms of capital allocation for research and development (R&D), we adopt an R&D-light approach. This strategy focuses on commercially viable projects, prioritizing investments that promise higher returns. Our R&D efforts are primarily centered on process improvement and manufacturing efficiencies rather than high-risk initiatives. By opting to pay R&D royalties and focus on select projects that are closer to commercialization, we ensure a higher likelihood of success. This approach also minimizes resource allocation to less promising ventures.

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Looking ahead, we plan to undertake clinical write-ups in new territories to facilitate market entry and compliance with local regulations. We do not anticipate exceeding $50,000 for these activities, maintaining a disciplined approach to expenses while capitalizing on growth opportunities.

To further support potential acquisitions, strategic partnerships, capital expenditures, and the expansion of our R&D initiatives, we may consider seeking additional debt or equity financing or establishing lines of credit to supplement cash flows from operations. This proactive approach will enable us to leverage our financial position for sustainable growth and innovation.

Uplist Plans

The Company is currently quoted on the OTCQX market under the symbol MDNC. Management believes the Company's improving financial performance, including revenue growth, profitability, and debt reduction, positions it to pursue a direct uplisting to the Nasdaq Capital Market in the future. The Company may need to raise additional capital and achieve sustained trading metrics (e.g., bid price, public float) to meet applicable requirements. There can be no assurance that the Company will qualify for or complete an uplisting.

Cash flow movements

The following table summarizes our cash flows from continuing operations for the periods indicated:


Net cash provided by (used in):
Operating Activities
Investing Activities		)
Financing Activities	)	)

All values are in US Dollars.

Cash flows from Operating Activities

Net cash provided by operating activities was $1,027,439 for the nine months ended November 30, 2025, compared to $779,119 in the prior-year period. The increase was primarily driven by higher net income and changes in working capital. Cash flows from operating activities reflect, among other items, an increase in receivables of $107,465 (compared to an increase of $353,322 in the prior-year period), an increase in inventories of $78,695 (compared to an increase of $234,558 in the prior-year period), and an increase in accounts payable and accrued liabilities of $137,769 (compared to an increase of $285,442 in the prior-year period). Cash flows also reflect an increase in prepayments of $66,407 (compared to $41,031 in the prior-year period). Overall, cash flows from operating activities remain consistent with the Company’s normal operating activities.

Profitability Improvement

During the nine months ended November 30, 2025, the Company reported net income of $863,761, compared to $682,264 for the same period in the prior year. The increase in profitability was primarily driven by revenue growth in the Company’s Outside the United States segment, including increased sales of cardiology products and the continued contribution from the renal dialysis distribution product range, which was introduced during the third quarter of fiscal 2025. The inclusion of the renal dialysis products for the full nine-month period, compared to only a partial period in the prior year, contributed to higher revenues and improved overall profitability.

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Working Capital Movements

In addition to the improvement in profitability, the remaining increase in cash generated from operations was influenced by favorable movements in working capital. We effectively managed our trade receivables, inventory, and accounts payable to support the revenue growth in the cardiology distribution business.

•	Trade Receivables: Trade receivables increased by $107,465 for the nine months ended November 30, 2025 compared to an increase of $353,322 for the same period in the previous year, directly resulting from increased revenues.
•	Inventory Management:<br> We optimized our inventory levels to align with increased demand, ensuring that we maintain sufficient stock without overcommitting<br> resources. Inventories increased by $78,695 for the nine months ended November 30, 2025 compared to an increase of $234,558<br> for the same period in the previous year.
•	Accounts Payable: We strategically managed our payables, taking advantage of favorable payment terms to maintain liquidity while supporting our growth objectives. Accounts payable and accrued expenses increased by $137,769 for the nine month period ended November 30, 2025 compared to an increase of $285,442 for the same period in the previous year.

Furthermore, the company's ability to maintain strong relationships with suppliers and customers is critical in ensuring a steady flow of cash. Our commitment to direct customer engagement, even as we utilize distributors, helps preserve these relationships, facilitating smoother transactions and improved cash flow stability.

Overall, the combination of increased profitability, operational efficiencies, effective management of payment timing, and strong supplier relationships has positioned us well to enhance our cash flows from operating activities. We remain committed to sustaining this positive momentum as we continue to expand our market presence and drive growth in our key business segments.

Cash flows from Investing Activities

For the nine months ended November 30, 2025, we report no cash flows from investing activities, compared to $90,359 used in the prior period. The cash flows used in investing activities in the prior period relate to the purchase of property, plant and equipment, of which none occurred in the first three quarters of fiscal 2026.

Cash flow from Financing Activities

For the nine months ended November 30, 2025, we reported a use of cash from financing activities of $982,998, compared with cash used of $843,555 in the prior period ended November 30, 2024. This change was primarily driven by the repayment of the related party loan during the second quarter for fiscal 2026.

The repayment of the related party loan is indicative of our improved financial stability and a commitment to reducing leverage, which represents a positive development for the business. By lowering our debt obligations, we enhance our balance sheet, reduce interest expenses, and position ourselves for better cash flow in the long term. This proactive management of debt not only strengthens our financial position but also enhances our financial flexibility, allowing us to allocate resources more effectively toward growth initiatives, operational improvements, and strategic investments.

Additionally, the decrease in reliance on external financing to fund operations suggests that our core business activities are generating sufficient cash flow. This transition reflects a healthier financial foundation and fosters greater confidence among investors and stakeholders regarding our sustainability and growth prospects.

Overall, we believe these developments underscore our strategic focus on long-term value creation and position us favorably for future growth opportunities.

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Income Taxes

Income taxes for the nine months ended November 30, 2025 included $592,229 current income taxes and $113,682 deferred income taxes. The change in deferred taxes from a liability of $80,124 at February 28, 2025 to an asset of $34,845 at November 30, 2025 reflects the realization of a temporary difference that arose at the end of fiscal year 2025 due to the timing of taxation on income outside of the U.S. Segment, which had led to the recognition of the deferred tax liability. Prior to this, the trend was that the company carried a deferred tax asset. The swing back to the deferred tax asset in the current period represents a return to the normal deferred tax asset position.

Off Balance Sheet Arrangements

As of November 30, 2025, there were no off-balance sheet arrangements.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. There have been no material changes to our critical accounting policies as described in the footnotes to our financial statements included in our annual report on Form 10-K for the year ended February 29, 2025; however, we consider our critical accounting policies to be those related to revenue from the revenue of self-manufactured products, revenue from the distribution of products, allowance for note receivable impairment, and inventories valuation, costing and obsolescence.

Recently Issued Accounting Pronouncements

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s Consolidated results of operation, financial position or cash flow.

Item 3. Quantitative and Qualitative Disclosuresabout Market Risk

We are exposed to market risk primarily from foreign currency exchange rate fluctuations, given that around 95% of our revenue and expenses (Outside the United States segment) are denominated in South African Rand (ZAR), with the U.S. Dollar (USD) as our reporting currency. The ZAR/USD exchange rate averaged 17.8343 during the nine months ended November 30, 2025, with volatility contributing a $242,596 gain to other comprehensive income in Q3. We do not currently use derivative instruments to hedge this exposure.

The following table presents a sensitivity analysis of the potential impact of a hypothetical 10% adverse change in the ZAR/USD rate on our consolidated financial statements as of November 30, 2025 (Item 305(a)(1)(iii)). This assumes constant ZAR-denominated revenue/expenses; a weaker ZAR (depreciation) reduces USD-translated amounts.

Market Risk Sensitive Instrument	Fair Value as of November 30, 2025	Hypothetical 10% Adverse Change (Weaker ZAR)	Estimated Decrease in Fair Value
Net Revenue (YTD Outside US: $7,500,340 exposed)	$7,500,340	ZAR/USD rate from 18.0 to 19.8	$(681,849)

This sensitivity is illustrative and does not reflect management actions (e.g., pricing adjustments). Actual impacts could differ based on timing and hedging strategies. We continue to monitor ZAR volatility, which could materially affect reported results if the Rand weakens further amid South African economic pressures.

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Item 4. Controls and Procedures

Disclosure Controls and Procedures

We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, during the period ended November 30, 2025, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that during the period ended November 30, 2025, our disclosure controls and procedures were not effective for the reasons set forth in our Annual Report on Form 10-K for the year ended February 28, 2025. We are actively addressing these deficiencies through measures such as enhanced review procedures, with remediation expected to be completed by the end of fiscal year 2026.

Changes in Internal Control over FinancialReporting

No change in our system of internal control over financial reporting occurred during the period covered by this report i.e. the period ended November 30, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material pending legal proceedings. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A: Risk Factors

Our business faces many risks, a number of which are described in the section captioned “Risk Factors” in our Annual Report for the year ended February 28, 2025, filed with the SEC on May 29, 2025, in our Quarterly Report on Form 10-Q for the quarter ended May 31, 2025, filed with the SEC on July 16, 2025, and in our Quarterly Report on From 10-Q for the quarter ended August 31, 2025, filed with the SEC on October 8, 2025. The risks described in our Annual Report and Quarterly Report may not be the only risks we face. Other risks of which we are not yet aware, or that we currently believe are not material, may also materially and adversely impact our business operations or financial results. If any of the events or circumstances described in the risk factors contained in our Annual Report or Quarterly Report occur, our business, financial condition or results of operations could be adversely impacted and the value of an investment in our securities could decline. Investors and prospective investors should consider the risks described in our Annual Report and Quarterly Report, and the information contained below and in the section captioned “Forward-Looking Statements” and elsewhere in this Quarterly Report before deciding whether to invest in our securities.

Risks Related to Our Potential Uplisting to a NationalSecurities Exchange

We may be unable to uplist our common stockto a national securities exchange, or maintain such a listing if achieved, which could adversely affect the liquidity and price of ourcommon stock.

We intend to pursue an uplisting of our common stock to a national securities exchange, such as the Nasdaq Capital Market. However, there can be no assurance that we will meet the initial listing requirements, which include minimum thresholds for stockholders' equity, market value of unrestricted publicly held shares, bid price, number of round lot holders, and other quantitative and qualitative criteria. Recent changes to Nasdaq rules have increased emphasis on sustained pre-listing liquidity and public float for companies uplisting from OTC markets. Even if we qualify initially, we may fail to maintain continued listing standards, resulting in delisting. Failure to achieve or maintain an uplisting could limit investor interest, reduce share liquidity, hinder capital raising, and negatively impact our stock price and overall valuation.

We may require additional capital to meet uplistingrequirements or support ongoing operations, and any financing could be dilutive, on unfavorable terms, or unavailable.

Our current cash position and operating cash flows may not be sufficient for long-term needs, including costs related to a potential uplisting (such as audits, legal fees, and governance enhancements). We may seek additional funding through public or private offerings of equity or debt securities. Any equity issuance would dilute existing shareholders. Debt financing could involve restrictive covenants or high interest. There can be no assurance that financing will be available when needed, on acceptable terms, or at all. Failure to raise capital could delay or prevent an uplisting and limit growth initiatives.

Efforts to achieve an uplisting, such as financingsor corporate actions, could cause stock price volatility or other adverse effects.

To meet liquidity or other requirements, we may pursue capital raises, potentially at a discount, or other measures. Private financings may involve restrictions on shares that delay their contribution to our public float. These actions could temporarily affect our stock price or shareholder rights.

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Risks Related to International Geopolitical Conditions

Geopolitical instability, labor unrest, and economic disruptionsin certain foreign jurisdictions may indirectly affect our operations.

We conduct our manufacturing operations in South Africa and sell our products internationally. Although we do not have direct sales, operations, or customers in regions experiencing significant instability, such as Venezuela, recent labor strikes, political instability, and economic conditions in Venezuela may contribute to broader regional or global disruptions, including impacts on international trade relationships, energy markets, currency volatility, or global logistics networks.

In addition, changes in diplomatic relationships, foreign policy positions, or international regulatory frameworks involving countries experiencing political or economic instability could result in new or expanded trade restrictions, sanctions, compliance obligations, or logistical challenges imposed by foreign governments, including the United States. Such developments could indirectly affect the availability or cost of certain inputs, transportation services, or third-party suppliers upon which we rely.

While we believe our current supply chain and manufacturing operations are diversified and resilient, we cannot assure investors that future geopolitical developments will not result in increased costs, delays, or other adverse effects on our business, financial condition, or results of operations.

Risks Related to International Military Activity and GeopoliticalDevelopments

Military activities, including joint military exercisesconducted by governments, may contribute to geopolitical uncertainty and could indirectly affect global business conditions.

South Africa periodically participates in joint military exercises and other defence-related activities with foreign governments, such as recent exercises with Russia and China. While such activities are not directed at our business and we are not involved in any military or defence operations, heightened geopolitical activity or increased international tensions arising from military cooperation or exercises may contribute to broader uncertainty in global markets.

Such developments could result in changes to international relations, trade policies, regulatory requirements, or market conditions, including potential impacts on currency volatility, transportation logistics, or cross-border commerce. For example, these activities have drawn criticism from Western governments, potentially straining South Africa’s relations with key trading partners like the United States and leading to tariffs, sanctions, or restrictions on market access (as evidenced by the recent 30% U.S. tariff on South African imports).

Although we believe our manufacturing operations and supply chain are appropriately structured to manage normal geopolitical risks, we cannot assure investors that increased geopolitical tensions or related policy responses will not result in higher costs, delays, or other adverse effects on our operations, financial condition, or results of operations.

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Item 2. Unregistered Sales of Equity Securitiesand Use of Proceeds

None during the quarter ended November 30, 2025.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosure

Not applicable

Item 5. Other Information

None

Item 6. Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
EX-101.INS**	XBRL Instance Document
---	---
EX-101.SCH**	XBRL Taxonomy Extension Schema Document
EX-101.CAL**	XBRL Taxonomy Extension Calculation Linkbase
EX-101.DEF**	XBRL Taxonomy Extension Definition Linkbase
EX-101.LAB**	XBRL Taxonomy Extension Labels Linkbase
EX-101.PRE**	XBRL Taxonomy Extension Presentation Linkbase

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Medinotec, Inc.
Date: January 9, 2026
	By:	/s/ Gregory Vizirgianakis
		Gregory Vizirgianakis
	Title:	Chief Executive Officer and <br><br>Principal Executive Officer
	Medinotec, Inc.
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Date: January 9, 2026
	By:	/s/ Pieter van Niekerk
		Pieter van Niekerk
	Title:	Chief Financial Officer, <br><br>Principal Financial Officer and <br><br>Principal Accounting Officer

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I, Gregory Vizirgianakis, certify that;

1.	I<br> have reviewed this Quarterly Report on Form 10-Q for the quarter ended November 30, 2025 of Medinotec, Inc.. (the<br> “registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: January 9, 2026

/s/ Gregory Vizirgianakis

By: Gregory Vizirgianakis

Title: Chief Executive Officer and Principal Executive Officer

CERTIFICATIONS

I, Pieter van Niekerk, certify that;

1.	I<br> have reviewed this Quarterly Report on Form 10-Q for the quarter ended November 30, 2025 of Medinotec, Inc. (the<br> “registrant”);
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: January 9, 2026

/s/ Pieter van Niekerk

By: Pieter van Niekerk

Title: Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer

CERTIFICATION OF CHIEF EXECUTIVE OFFICERAND

CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF2002

In connection with the Quarterly Report of Medinotec, Inc. (the “Company”) on Form 10-Q for the quarter ended November 30, 2025 filed with the Securities and Exchange Commission (the “Report”), I, Gregory Vizirgianakis, Chief Executive Officer, and I, Pieter van Niekerk, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.	The Report fully complies with the requirements of Section 13(a)<br>of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material<br>respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations<br>of the Company for the periods presented.
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By:	/s/ Gregory Vizirgianakis
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Name:	Gregory Vizirgianakis
Title:	Chief Executive Officer and Principal Executive Officer
Date:	January 9, 2026
By:	/s/ Pieter van Niekerk
Name:	Pieter van Niekerk
Title:	Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer
Date:	January 9, 2026

This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

FORM 10-Q

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000-56737

State the number of shares outstanding of each of the issuer’s

TABLE OF CONTENTS

The Company contributes 2.5% of basic

The primary operations and functional

Total foreign currency transaction

The Company sells a significant amount

The major component of total assets

Depreciation of property, plant and equipment

Depreciation of $17,436 was allocated

Loans payable include an unsecured loan

One major European Cardiac supplier

Lease payments in respect of the operating

As of November 30, 2025 the Company had

As of November 30, 2025, Medinotec Inc.,

Shares outstanding as of February 28, 2025,

For the three months ended November

The effective tax rate for these periods

The effective tax rate for the three

As a U.S.-registered company with interests

Lease payments to Minoan Capital for

As of November 30, 2025 the Company

The consolidated entities, particularly

As of November 30, 2025, the Company