Stimcell Energetics Inc 10-Q for FY2027 Q1
Stimcell Energetics Inc. (STME)
About this 10-Q
Stimcell Energetics Inc filed this 10-Q on October 14, 2026, covering the quarter ended August 31, 2026 (FY2027 Q1).
Headline figures
Quarter ended August 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $169.52K
- compared with a net loss of $265.6K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
ACT OF 1934
For the quarterly period ended
or
ACT OF 1934
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of |
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incorporation or organization) |
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(Address of principal executive offices) |
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(Registrant’s telephone number, including area code)
n/a
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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None |
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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.
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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
| Accelerated filer ☐ |
| Smaller Reporting Company | |
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| Emerging Growth Company |
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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
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of October 14, 2026, the number of shares outstanding of the issuer’s common stock, par value $0.001 per share, was
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CONTENTS
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
The accompanying unaudited condensed consolidated financial statements of StimCell Energetics Inc. as at August 31, 2026, have been prepared by the Company’s management in conformity with accounting principles generally accepted in the United States of America and in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders’ deficit in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.
Operating results for the three months ended August 31, 2026, are not necessarily indicative of the results that can be expected for the year ending May 31, 2027.
As used in this Quarterly Report, the terms “we,” “us,” “our,” “StimCell,” “StimCell Energetics,” and the “Company” mean StimCell Energetics Inc. and its subsidiary, Cell MedX (Canada) Corp., unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars.
1
STIMCELL ENERGETICS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
August 31, 2026 |
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ASSETS |
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Current assets |
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Cash | $ |
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Other current assets |
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Total assets | $ |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Liabilities |
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Accounts payable | $ |
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Accrued liabilities |
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Due to related parties |
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Notes and advances due to related parties |
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Total liabilities |
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STOCKHOLDERS’ DEFICIT |
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Common stock, $ August 31, 2026 and May 31, 2026 |
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Additional paid-in capital |
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Reserves |
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Accumulated deficit |
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Accumulated other comprehensive income |
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Total stockholders’ deficit |
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Total liabilities and stockholders’ deficit | $ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
F-1
STIMCELL ENERGETICS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
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| Three Months Ended August 31, | ||||
| 2026 |
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Operating expenses |
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Consulting fees |
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Foreign exchange (gain) loss |
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General and administrative expenses |
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Management fees |
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Research and development costs |
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Total operating expenses |
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Other items |
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Interest |
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Net loss |
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Foreign exchange translation income (loss) |
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Comprehensive loss |
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Net loss per common share |
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Basic and diluted |
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Weighted average number of shares outstanding |
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Basic and diluted |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
F-2
STIMCELL ENERGETICS INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
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Shares | Amount | Additional Paid-in Capital | Reserves | Accumulated Deficit | Accumulated Other Comprehensive Income | Total | |||||||
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Balance – May 31, 2025 | $ | $ | $ | $ | ( | $ | $ | ( | |||||
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Shares issued for service |
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Net loss for the period ended Aug. 31, 2025 |
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Translation to reporting currency |
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Balance – August 31, 2025 |
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Balance – May 31, 2026 |
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Net loss for the period ended Aug. 31, 2026 |
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Translation to reporting currency |
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Balance – August 31, 2026 | $ | $ | $ | $ | ( | $ | $ | ( | |||||
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The accompanying notes are an integral part of these condensed consolidated financial statements.
F-3
STIMCELL ENERGETICS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
| Three Months Ended August 31, | |||||
2026 |
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Cash flows used in operating activities |
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Net loss | $ | ( |
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Adjustments to reconcile net loss to net cash used in operating activities |
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Accrued interest on notes payable |
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Accrued interest on vendor payables |
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Non-cash investor relations fees |
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Unrealized foreign exchange |
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Changes in operating assets and liabilities |
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Other current assets |
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Accounts payable |
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Accrued liabilities |
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Due to related parties |
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Net cash flows used in operating activities |
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Cash flows from financing activities |
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Proceeds from notes due to related parties |
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Net cash provided by financing activities |
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Effects of foreign currency exchange on cash |
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Net increase (decrease) in cash |
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Cash, ending | $ |
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The accompanying notes are an integral part of these condensed consolidated financial statements.
F-4
STIMCELL ENERGETICS INC.
NOTES TO THE CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
AUGUST 31, 2026
(Unaudited)
NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS
StimCell Energetics Inc. (“StimCell” or the “Company”) was incorporated under the laws of the State of Nevada. On April 26, 2016, the Company formed a subsidiary, Cell MedX (Canada) Corp. (“Cell MedX Canada” or the “Subsidiary”), under the laws of the Province of British Columbia. StimCell is a biotech company focusing on the discovery, development and commercialization of therapeutic and non-therapeutic products that promote general wellness.
Unaudited Interim Financial Statements
The unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). They do not include all the information and footnotes required by GAAP for complete financial statements. Except as disclosed herein, there have been no material changes in the information disclosed in the notes to the consolidated financial statements for the year ended May 31, 2026, included in the Company’s Annual Report on Form 10-K, filed with the SEC on August 31, 2026. The interim unaudited condensed consolidated financial statements for the three months ended August 31, 2026, should be read in conjunction with those audited consolidated financial statements included in Form 10-K. In the opinion of management, all adjustments considered necessary for fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended August 31, 2026, are not necessarily indicative of the results that may be expected for the year ending May 31, 2027.
Going concern
The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of August 31, 2026, the Company had cash of $
Earnings (Loss) Per Share
Basic and diluted loss per share are computed in accordance with ASC 260. Basic loss per share is calculated by dividing net loss attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share reflects the potential dilution from common share equivalents (e.g., warrants) using the treasury stock method. For the three months ended August 31, 2026, the Company did not have any warrants outstanding; for the comparative period ended August 31, 2025, the effect of such instruments was anti-dilutive, and therefore diluted loss per share was the same as basic loss per share.
The following table presents the calculation of the loss per share:
| Three months ended August 31, | ||||
| 2026 |
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Net loss attributable to common shareholders | $ | ( |
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Weighted-average common shares outstanding |
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Loss per common share (basic and diluted) | $ | ( |
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F-5
NOTE 2 - RELATED PARTY TRANSACTIONS
Amounts due to related parties, other than advances and notes payable to related parties (Note 3) at August 31, 2026, and at May 31, 2026:
August 31, 2026 |
| May 31, 2026 | |||
Due to the Chief Executive Officer (“CEO”) and President | $ |
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Due to the Chief Financial Officer (“CFO”) |
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Due to an entity controlled by a director of the Company |
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Due to related parties(1) | $ |
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(1)The amounts due to related parties are unsecured, due on demand and bear no interest.
During the three months ended August 31, 2026 and 2025, the Company had the following transactions with related parties:
August 31, 2026 |
| August 31, 2025 | |||
Management fees incurred to the CEO and President | $ |
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Consulting fees incurred to the CFO |
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Consulting fees incurred to an entity controlled by a director of the Company |
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Total management and consulting fees with related parties | $ |
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NOTE 3 - NOTES AND ADVANCES DUE TO RELATED PARTIES
The tables below summarize the notes and advances due and payable to related parties as at August 31, 2026 and May 31, 2026:
As at August 31, 2026 | ||||||||
Principal Outstanding | Interest Rate per Annum |
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$ | Related party notes payable (1) | $ | $ | |||||
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As at May 31, 2026 | ||||||||
Principal Outstanding | Interest Rate per Annum |
| Accrued Interest | Total Book Value | ||||
$ | Related party notes payable (1) | $ | $ | |||||
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(1) Related Party Notes Payable
As at August 31, 2026, the Company owed a total of $
As at August 31, 2026, the Company owed a total of $
Notes payable with Mr. Richard Jeffs
During the three months ended August 31, 2026, the Company borrowed $
F-6
payable on demand, and a further $62,826 (CAD$85,000) under an unsecured credit line, which allows the Company to draw up to CAD$250,000 at 10% per annum, compounded monthly and payable on demand.
As at August 31, 2026, the Company owed a total of $
During the three months ended August 31, 2026, the Company recorded $
Notes payable with Mr. David Jeffs
As of August 31, 2026, the Company owed a total of $
As of August 31, 2026, the Company owed a total of $
Notes payable with Mr. Amir Vahabzadeh
As at August 31, 2026, the Company owed a total of $
Notes payable with a significant shareholder
As at August 31, 2026, the Company owed $
Notes payable with Mrs. Susan Jeffs
As at August 31, 2026, the Company owed $
(2) Advances Payable
As at August 31, 2026, the Company owed a total of $
F-7
NOTE 4 - OTHER CURRENT ASSETS
As at August 31, 2026, other current assets consisted of $
During the three months ended August 31, 2026, the Company recognized $
NOTE 5 - SHARE CAPITAL
During the three months ended August 31, 2026, the Company did not have any transactions resulting in issuance of shares.
Options
As at August 31, 2026 and May 31, 2026, the Company did not have any outstanding share purchase options.
Warrants
As at August 31, 2026 and May 31, 2026, the Company did not have any outstanding warrants.
NOTE 6 - RESEARCH AND DEVELOPMENT
In February 2025, the Company engaged ADM Tronics Unlimited, Inc (“ADM Tronics”) to redesign its eBalance® microcurrent device.
During the three months ended August 31, 2026, the Company incurred a total of $
On December 1, 2025, the Company entered into a service agreement to conduct a study examining the effects of the eBalance® microcurrent device. The study was expected to last three months and cost approximately $27,100. During the year ended May 31, 2026, the Company made an initial payment of $
NOTE 7 - SUBSEQUENT EVENT
Subsequent to August 31, 2026, the Company borrowed $
F-8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion of the Company’s financial condition and results of operations should be read in conjunction with the Company’s unaudited condensed consolidated financial statements, the notes to those financial statements and other financial information appearing elsewhere in this document. In addition to historical information, the following discussion and other parts of this document contain forward-looking statements that reflect plans, estimates, intentions, expectations and beliefs. Actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those set forth in the “Risk Factors” in Part II, Item 1A of this Quarterly Report.
The discussion provided in this Quarterly Report should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended May 31, 2026, filed with the United States Securities and Exchange Commission (the “SEC”) on August 31, 2026.
Overview
StimCell Energetics Inc. was incorporated under the laws of the State of Nevada on March 19, 2010. On April 26, 2016, the Company formed a wholly owned subsidiary, Cell MedX (Canada) Corp., (“Cell MedX Canada”, or the “Subsidiary”) under the laws of the Province of British Columbia.
StimCell Energetics Inc. is a biotech company focused on the discovery, development and commercialization of therapeutic and non-therapeutic products that enhance cellular function, promote general wellness and alleviate health complications, including, but not limited to: aging, insulin sensitivity, high blood pressure, neuropathy and kidney function. The Company’s primary focus is on continued research and development of its eBalance® Technology and its eBalance® Home System.
Recent Corporate Developments
In February of 2025, the Company engaged ADM Tronics Unlimited, Inc., a leader in electronic medical device engineering, to redesign the eBalance® Home device into a compact, affordable consumer unit optimized for home use, complete with diagnostic features.
The new eBalance® Home system is expected to be redesigned as a smaller and more cost-efficient unit than its predecessor, making advanced microcurrent technology accessible to a broader audience. Additionally, it will feature innovative diagnostics, including a real-time assessment of cellular energy capacity, treatment tracking, and personalized user profiles.
On December 1, 2025, the Company entered into a service agreement to conduct a study on the effects of the eBalance® microcurrent device. The study began in August 2026 and is expected to be completed in the Company’s second fiscal quarter.
On August 24, 2026, the Company entered into an Advisory Services Agreement (the “Agreement”) with Stonegate Capital Markets, Inc. ("Stonegate"), pursuant to which Stonegate will act as the Company’s non-exclusive advisor. Stonegate Capital Markets, Inc. is an affiliate of Stonegate Capital Partners, with which the Company has an existing investor relations and capital markets advisory agreement. The Agreement has an initial three-month contract period and may thereafter be terminated by either party upon thirty days’ written notice.
Under the Agreement, Stonegate will, on a best-efforts basis, identify prospective investors and strategic counterparties for transactions approved by the Company. The Company will pay transaction-based advisory fees on qualifying proceeds and reimburse pre-approved expenses, subject to the Agreement’s terms.
2
Results of Operations for the Three Months ended August 31, 2026 and 2025
Operating results for the three months ended August 31, 2026 and 2025, and the changes in the operating results between those periods are summarized in the table below.
| Three Months ended August 31, | Percentage Increase/ (Decrease) | |||
2026 | 2025 | ||||
Operating expenses |
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Consulting fees | $ | 7,500 | $ | 34,830 | (78.5)% |
Foreign exchange loss (gain) |
| 6,704 |
| (1,769) | (479.0)% |
General and administrative expenses |
| 67,296 |
| 139,484 | (51.8)% |
Management fees |
| 22,500 |
| 22,500 | 0.0% |
Research and development costs |
| 42,558 |
| 57,309 | (25.7)% |
Total operating expenses |
| (146,558) |
| (252,354) | (41.9)% |
Interest |
| (22,960) |
| (13,248) | 73.3% |
Net loss | $ | (169,518) | $ | (265,602) | (36.2)% |
Revenues
The Company did not have any revenue-generating activities during the three months ended August 31, 2026 and 2025.
Operating Expenses
During the three months ended August 31, 2026, the Company’s operating expenses decreased by 41.9% from $252,354 the Company incurred during the three months ended August 31, 2025, to $146,558 incurred during the three months ended August 31, 2026. The most significant changes were as follows:
·General and administrative expenses for the three months ended August 31, 2026, decreased by $72,188, or 51.8%, from $139,484 for the three months ended August 31, 2025, to $67,296 for the three months ended August 31, 2026. The main driver of this change was a $98,187 decrease in corporate communications, which fell to $21,037 in the current period from $119,224 in the same period last year, followed by the absence of accounting and audit fees, compared with $10,211 the Company incurred for the three months ended August 31, 2025. These decreases were partially offset by a $28,513 increase in professional fees, which rose from $1,196 the Company incurred during the comparative period in 2025 to $29,709 the Company incurred during the three months ended August 31, 2026; this increase was associated with the Company’s initiative to seek a listing of its shares on the Canadian Securities Exchange, at the date of this MD&A, the process is ongoing and there can be no assurance that a listing will be obtained; and a $4,619 increase in regulatory fees to $12,214 (August 31, 2025 - $7,595). All other expenses included in general and administrative fees remained relatively stable.
·Consulting fees for the three months ended August 31, 2026, decreased by $27,330, or 78.5%, from $34,830 incurred during the three months ended August 31, 2025, to $7,500 incurred during the three months ended August 31, 2026.
·Research and development fees for the three months ended August 31, 2026, decreased by $14,751, or 25.7%, from $57,309 incurred during the three months ended August 31, 2025, to $42,558 incurred during the current three months ended August 31, 2026. The research and development fees were associated with continued work to redesign the eBalance® Home device into a compact, affordable consumer unit optimized for home use, and with the efficacy study, which commenced in August. Management expects research and development expenditures to fluctuate in the near term as development progresses.
·Foreign exchange loss increased by $8,473 to a loss of $6,704 for the three months ended August 31, 2026, as compared to a gain of $1,769 for the comparative period ended August 31, 2025. The foreign exchange loss was associated with fluctuations in Canadian and US currencies.
3
Along with the changes in operating expenses mentioned above, the Company also incurred $22,500 in management fees, which remained consistent with the amounts the Company incurred for the three months ended August 31, 2025.
Other Items
During the three months ended August 31, 2026, the Company accrued $21,366 (August 31, 2025 - $11,978) in interest associated with outstanding notes payable to related parties and $1,594 (August 31, 2025 - $1,270) in interest accrued on other vendor payables.
Liquidity and Capital Resources
Working Capital
| As at August 31, 2026 |
| As at May 31, 2026 |
| Percentage Increase | ||
Current assets | $ | 60,946 |
| $ | 81,454 |
| (25.2)% |
Current liabilities |
| 2,032,473 |
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| 1,892,774 |
| 7.4% |
Working capital deficit | $ | (1,971,527) |
| $ | (1,811,320) |
| 8.8% |
As of August 31, 2026, the Company had a cash balance of $6,883, a working capital deficit of $1,971,527, and cash flows used in operations of $108,995 for the period then ended. During the three months ended August 31, 2026, the Company funded its operations with $112,826 the Company borrowed from its related party under unsecured lines of credit at 10% annual interest compounded monthly and due on demand.
The Company did not generate sufficient cash flows from its operating activities to satisfy its cash requirements for the three months ended August 31, 2026. The amount of cash generated from operations to date is significantly less than the Company’s current debt obligations. There is no assurance that the Company will be able to generate sufficient cash from operations to repay the amounts owing under the outstanding notes and advances payable, or to service other debt obligations. If the Company is unable to generate sufficient cash flow from operations to repay the amounts owing when due, the Company will be required to raise additional financing from other sources. The outcome of these matters cannot be predicted with any certainty at this time and raises substantial doubt that the Company will be able to continue as a going concern.
Cash Flows
| Three months ended August 31, | ||||
| 2026 |
| 2025 | ||
Cash flows used in operating activities | $ | (108,995) |
| $ | (108,142) |
Cash flows generated by financing activities |
| 112,826 |
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| 100,000 |
Effects of foreign currency exchange on cash |
| (5) |
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Net increase (decrease) in cash during the period | $ | 3,826 |
| $ | (8,144) |
Net Cash Used in Operating Activities
Net cash used in operating activities during the three months ended August 31, 2026, was $108,995. Net loss adjusted for non-cash items was $122,425. Operating cash outflows also reflected a $16,644 decrease in accounts payable. These amounts were partially offset by a $20,977 increase in amounts due to related parties, a $3,519 increase in accrued liabilities, and a $5,578 decrease in other current assets, which include GST receivable and prepaid expenses.
Net cash used in operating activities during the three months ended August 31, 2025, was $108,142. Net loss adjusted for non-cash items was $132,868. Operating cash outflows also reflected a $27,482 decrease in accounts payable and a $3,307 increase in other current assets. These amounts were partially offset by increases of $43,776 in amounts due to related parties and $11,739 in accrued liabilities.
4
Non-cash transactions
During the three months ended August 31, 2026, net loss was affected by the following expenses that did not have any impact on cash used in operations:
·$18,756 (August 31, 2025 - $120,000) in investor relations activities, which were paid for through the issuance of common shares during the year ended May 31, 2026;
·$21,366 (August 31, 2025 - $11,978) in interest accrued on the outstanding notes due to related parties;
·$1,594 (August 31, 2025 - $1,270) in interest accrued on the vendor payables; and
·$5,377 in unrealized foreign exchange loss (August 31, 2025 - $514 gain), which resulted from fluctuations of the Canadian dollar, the functional currency of Cell MedX Canada, in relation to the US dollar, the functional currency of the parent company, being also the Company’s reporting currency.
Net Cash Provided by Financing Activities
During the three months ended August 31, 2026, the Company borrowed $50,000 from Mr. Richard Jeffs, the Company’s major shareholder and the father of the Company’s CEO and President, Mr. David Jeffs, under an unsecured credit line, which allows the Company to draw up to $350,000 (as amended on July 16, 2026) at 10% per annum and is payable on demand, and a further $62,826 (CAD$85,000) under an unsecured credit line, which allows the Company to draw up to CAD$250,000 at 10% per annum and is payable on demand.
During the three months ended August 31, 2025, the Company borrowed $100,000 from Mr. Richard Jeffs, the Company’s major shareholder and the father of the Company’s CEO and President, Mr. David Jeffs, under a revolving credit line, which accumulates interest at 10% per annum compounded monthly and is due on demand.
Net Cash Used in Investing Activities
The Company did not have any investing activities during the three months ended August 31, 2026 and 2025.
Going Concern
The notes to the Company’s interim consolidated financial statements as at August 31, 2026, describe conditions that raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s current business operations are in an early development stage and as such, its ability to generate revenue from the operations is very minimal. The Company’s research and development as well as marketing plans require significant expenditures. Due to the financial difficulties the Company had faced, the research and development plans associated with the eBalance® technology were temporarily abandoned. In February 2025, the Company engaged ADM Tronics Unlimited, Inc., a leader in electronic medical device engineering, to redesign the eBalance® microcurrent device into a compact consumer unit, optimized for home use. The project is expected to continue for the following nine to twelve months. Management is planning to support its operations as well as the redesign of the eBalance® microcurrent device through equity or debt financing.
As at August 31, 2026, the Company had accumulated a deficit of $11,926,449 since inception, and additional funding will be required to support the operations. The Company’s continuation as a going concern depends upon the continued financial support of its shareholders, its ability to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations. The interim consolidated financial statements for the three months ended August 31, 2026, do not give effect to any adjustments that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the Company’s financial statements.
Off-Balance Sheet Arrangements
None.
Critical Accounting Policies
An appreciation of the Company’s critical accounting policies is necessary to understand its financial results. These policies may require management to make difficult and subjective judgments regarding uncertainties, and as a result, such estimates may significantly impact the financial results. The precision of these estimates and the likelihood of
5
future changes depend on a number of underlying variables and a range of possible outcomes. The Company has applied its critical accounting policies and estimation methods consistently.
Changes in and Disagreements with Accountants on Accounting Procedures and Financial Disclosure
None.
Item 3. Quantitative and Qualitative Disclosure about Market Risk
None
Item 4. Controls and Procedures
The Company’s management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that is designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
An evaluation was conducted under the supervision and with the participation of the Company’s Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of its disclosure controls and procedures as of August 31, 2026. Based on that evaluation, the Company’s management concluded that the disclosure controls and procedures were not effective in recording, processing, summarizing and reporting information required to be disclosed within the time periods specified in Securities and Exchange Commission’s rules and forms due to lack of segregation of duties.
During the quarter ended August 31, 2026, there were no changes in the internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.
6
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
There have been no material changes to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2026, filed with the Securities and Exchange Commission on August 31, 2026.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
Item 6. Exhibits
Exhibit |
|
|
Number |
| Description of Document |
| Articles of Incorporation (2) | |
| Articles of Merger - Sports Asylum, Inc. and Plandel Resources, Inc.(3) | |
| Articles of Merger - StimCell Energetics Inc. and Sports Asylum, Inc.(3) | |
| Bylaws (1) | |
| Certificate of Change - Decrease in Authorized Capital from 7,500,000,000 shares of common stock, par value $0.001, to 500,000,000 shares of common stock, par value, $0.001 and corresponding decrease in the issued shares of common stock (18) | |
| Certificate of Amendment - Change of Name to “StimCell Energetics Inc.” and Restatement of Articles of Incorporation(18) | |
| Specimen Stock Certificate (1) | |
| Distribution Agreement between StimCell Energetics Inc. and Live Current Media, Inc., dated for reference March 21, 2019. (4) | |
| Buyback agreement between Live Current Media Inc. and StimCell Energetics Inc., dated January 29, 2020.(5) | |
| Loan Agreement dated July 3, 2020, among StimCell Energetics Inc. and David Jeffs. (6) | |
| Loan Agreement and Note Payable dated August 31, 2020, among StimCell Energetics Inc. and Tradex Capital Corp.(6) | |
| Loan Agreement and Note Payable dated December 14, 2020, among Cell MedX (Canada) Corp. and Richard Jeffs.(7) |
7
Exhibit |
|
|
Number |
| Description of Document |
| Loan Agreement and Note Payable dated December 23, 2020, among Cell MedX (Canada) Corp. and Richard Jeffs.(7) | |
| Loan Agreement and Note Payable dated March 29, 2021, among Cell MedX (Canada) Corp. and Susan Jeffs.(8) | |
| Loan Agreement and Note Payable dated October 15, 2021, among StimCell Energetics Inc. and Richard Jeffs.(8) | |
| Loan Agreement and Note Payable dated May 18, 2021, among StimCell Energetics Inc. and Richard Jeffs.(8) | |
| Loan Agreement and Note Payable dated June 22, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs.(8) | |
| Loan Agreement and Note Payable dated October 7, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs.(9) | |
| Loan Agreement and Note Payable dated October 26, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (9) | |
| Loan Agreement and Note Payable dated November 24, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (9) | |
| Loan Agreement and Note Payable dated November 29, 2021, among StimCell Energetics Inc. and Bradley Hargreaves. (9) | |
| Loan Agreement and Note Payable dated December 30, 2021, among Cell MedX (Canada) Corp. and Richard Jeffs. (10) | |
| Loan Agreement and Note Payable dated January 27, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (10) | |
| Loan Agreement and Note Payable dated February 24, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (10) | |
| Loan Agreement and Note Payable dated March 29, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (10) | |
| Loan Agreement and Note Payable dated April 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (12) | |
| Loan Agreement and Note Payable dated May 31, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (12) | |
| Loan Agreement and Note Payable dated June 27, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (12) | |
| Loan Agreement and Note Payable dated July 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (12) | |
| Loan Agreement and Note Payable dated October 3, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(11) | |
| Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (11) | |
| Loan Agreement and Note Payable dated October 11, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs. (11) | |
| Loan Agreement and Note Payable dated October 11, 2022, among StimCell Energetics Inc. and Richard Jeffs. (11) | |
| Loan Agreement and Note Payable dated October 11, 2022, among StimCell Energetics Inc. and Richard Jeffs. (11) | |
| Loan Agreement dated September 2, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(12) |
8
Exhibit |
|
|
Number |
| Description of Document |
| Loan Agreement dated September 6, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(12) | |
| Loan Agreement dated November 3, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(12) | |
| Loan Agreement dated November 28, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(12) | |
| Loan Agreement dated December 30, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(12) | |
| Loan Agreement dated January 24, 2023, among StimCell Energetics Inc. and David Jeffs.(12) | |
| Loan Agreement dated January 24, 2023, among StimCell Energetics Inc. and Amir Vahabzadeh.(12) | |
| Loan Agreement dated January 30, 2022, among Cell MedX (Canada) Corp. and Richard Jeffs.(12) | |
| Loan Agreement dated April 11, 2023, among StimCell Energetics Inc. and Amir Vahabzadeh. (13) | |
| Loan Agreement dated April 25, 2023, among StimCell Energetics Inc. and David Jeffs. (13) | |
| Loan Agreement dated May 16, 2023, among StimCell Energetics Inc. and Amir Vahabzadeh. (14) | |
| Loan Agreement dated May 18, 2023, among StimCell Energetics Inc. and Sam Ahdoot.(14) | |
| Loan Agreement dated January 4, 2024, among StimCell Energetics Inc. and Amir Vahabzadeh. (15) | |
| Loan Agreement dated January 4, 2024, among StimCell Energetics Inc. and Sam Ahdoot. (15) | |
| Loan Agreement dated November 12, 2024, among StimCell Energetics, Inc. and Amir Vahabzadeh.(16) | |
| Digital marketing services agreement between the Company and Rain Communications Inc. dated March 18, 2025.(17) | |
| Debt settlement agreement dated March 24, 2025.(17) | |
| Line of credit agreement dated February 14, 2025, among StimCell Energetics Inc. and Richard Jeffs (19) | |
| Line of credit agreement dated February 14, 2025, among StimCell Energetics Inc. and Susan Jeffs(19) | |
| Loan Agreement dated March 20, 2025, among StimCell Energetics Inc. and David Jeffs. (20) | |
| Loan Agreement dated March 25, 2025, among StimCell Energetics Inc. and Amir Vahabzadeh. (20) | |
| Line of credit agreement dated June 20, 2025, among StimCell Energetics Inc. and Richard Jeffs(20) | |
| Amendment to the line of credit agreement dated July 21, 2025, among StimCell Energetics Inc. and Richard Jeffs(20) | |
| Line of credit agreement dated January 7, 2026, among StimCell Energetics Inc. and Susan Jeffs(21) | |
| Advisory Services Agreement between the Company and Stonegate Capital Partners, Inc. dated March 12, 2026.(22) | |
| Amendment to the line of credit agreement dated March 24, 2026, among StimCell Energetics Inc. and Susan Jeffs. (23) | |
| Amendment to the line of credit agreement dated July 16, 2026, among StimCell Energetics Inc. and Richard Jeffs. (23) | |
| Advisory Services Agreement between the Company and Stonegate Capital Markets, Inc. dated August 24, 2026. (24) |
9
Exhibit |
|
|
Number |
| Description of Document |
| Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101 |
| The following materials from this Quarterly Report on Form 10-Q for the three months ended August 31, 2026 and 2025 formatted in iXBRL (extensible Business Reporting Language): |
|
| (1) Unaudited Condensed Consolidated Balance Sheets at August 31, 2026 and as at May 31, 2026. |
|
| (2) Unaudited Condensed Consolidated Statements of Operations for the three months ended August 31, 2026 and 2025. |
|
| (3) Unaudited Condensed Consolidated Statement of Stockholders’ Deficit as at August 31, 2026 and 2025. |
|
| (4) Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended August 31, 2026 and 2025. |
|
| (5) Notes to the Condensed Consolidated Financial Statements for the three months ended August 31, 2026. |
(1)Filed as an exhibit to the Company’s Registration Statement on Form S-1 filed with SEC on July 13, 2010
(2)Filed as an exhibit to the Company’s Amendment No. 1 to Registration Statement on Form S-1 filed with SEC on October 13, 2010
(3)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on October 9, 2014
(4)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 27, 2019
(5)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on January 31, 2020
(6)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on September 15, 2020
(7)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 9, 2021
(8)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on August 30, 2021
(9)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 12, 2022
(10)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 11, 2022
(11)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on October 18, 2022
(12)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on April 7, 2023
(13)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 19, 2023
(14)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on June 29, 2023
(15)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 15, 2024
(16)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on January 14, 2025
(17)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 28, 2025
(18)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on November 5, 2024
(19)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 14, 2025
(20)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on September 2, 2025
(21)Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 10, 2026
(22)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on March 20, 2026
(23)Filed as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on August 31, 2026
(24)Filed as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on September 8, 2026
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| StimCell Energetics Inc. | |
|
| |
Date: October 14, 2026 | By: | /s/ David Jeffs |
|
| David Jeffs |
|
| Chief Executive Officer and Director |
|
| (Principal Executive Officer) |
|
|
|
|
|
|
Date: October 14, 2026 | By: | /s/Yanika Silina |
|
| Yanika Silina |
|
| Chief Financial Officer |
|
| (Principal Accounting Officer) |
11
STIMCELL ENERGETICS INC.
CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, David Jeffs, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the period ending August 31, 2026, of StimCell Energetics Inc.;
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;
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;
4. The registrant’s other certifying officer(s) 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:
(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;
(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;
(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
(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
5. The registrant’s other certifying officer(s) 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):
(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
(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.
Date: October 14, 2026
/s/ David Jeffs
David Jeffs
Chief Executive Officer
(Principal Executive Officer)
STIMCELL ENERGETICS INC.
CERTIFICATIONS PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Yanika Silina, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q for the period ending August 31, 2026, of StimCell Energetics Inc.;
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;
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;
4. The registrant’s other certifying officer(s) 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:
(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;
(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;
(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
(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
5. The registrant’s other certifying officer(s) 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):
(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
(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.
Date: October 14, 2026
/s/ Yanika Silina
Yanika Silina
Chief Financial Officer
(Principal Accounting Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of StimCell Energetics Inc. (the “Company”) on Form 10-Q for the period ending August 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: October 14, 2026
/s/ David Jeffs
David Jeffs
Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of StimCell Energetics Inc. (the “Company”) on Form 10-Q for the period ending August 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: October 14, 2026
/s/ Yanika Silina
Yanika Silina
Chief Financial Officer
(Principal Accounting Officer)