SEDAR Interim Financial Statements

Medexus Pharmaceuticals Inc. Condensed Interim Consolidated Financial Statements (unaudited) For the three- and nine-month periods ended December 31, 2025 (expressed in thousands of United States dollars) Medexus Pharmaceuticals Inc. Interim Consolidated Statements of Financial Position (unaudited) As at December 31, 2025 and March 31, 2025 (expressed in thousands of United States dollars) 1 As at Note December 31, 2025 March 31, 2025 $ $ Assets Current assets Cash and cash equivalents 14,975 23,973 Accounts receivable, net 3 11,832 13,306 Inventories 31,297 35,290 Prepaids and other current assets 11,862 8,003 Total current assets 69,966 80,572 Property and equipment, net 457 689 Intangible assets, net 4 64,777 71,601 Goodwill 4 10,221 9,997 Deferred tax assets 9,561 8,979 Total assets 154,982 171,838 Liabilities Current liabilities Accounts payable and accrued liabilities 43,382 41,024 Milestones payable 4 7,500 15,000 Income tax payable 2,339 1,368 Current portion of long-term debt 5 7,197 36,980 Current portion of balance payable for business combinations 6 1,981 2,813 Other current liabilities - 125 Total current liabilities 62,399 97,310 Long-term debt 5 18,153 198 Balance payable for business combinations 6 22,219 22,187 Total liabilities 102,771 119,695 Shareholders’ Equity Share capital 7 96,221 96,098 Contributed surplus 11,552 12,011 Cumulative translation adjustment 6,152 6,029 Deficit (61,714) (61,995) Total equity 52,211 52,143 Total liabilities and equity 154,982 171,838 The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements. Medexus Pharmaceuticals Inc. Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) (unaudited) Three- and nine-month periods ended December 31, 2025 and 2024 (expressed in thousands of United States dollars, except per share amounts and number of shares) 2 Three Months Nine Months Note 2025 2024 2025 2024 $ $ $ $ Revenue Net Revenue 25,324 29,992 74,680 83,578 Cost of sales Cost of sales of products 9,392 13,105 26,476 34,860 Amortization of product licences 4 2,354 1,696 7,066 4,566 11,746 14,801 33,542 39,426 Gross profit 13,578 15,191 41,138 44,152 Selling, general and administrative expenses 9 11,216 10,971 35,298 31,008 Research and development expenses 617 379 1,450 757 Termination benefits - - 276 356 Depreciation 70 60 212 176 Impairment of intangible assets - - - 2,463 Operating income 1,675 3,781 3,902 9,392 Financing costs 10 1,361 1,996 4,174 6,190 Other (income) loss 11 (132) 905 (1,006) 1,003 Income before income taxes 446 880 734 2,199 Income tax expense (recovery) Current 632 597 1,035 622 Deferred (266) (450) (582) (1,223) 366 147 453 (601) Net income 80 733 281 2,800 Other comprehensive income Foreign currency income (loss) on translation of subsidiary companies 94 (380) 123 (317) Comprehensive income 174 353 404 2,483 Net income per share Basic 7 0.00 0.03 0.01 0.11 Diluted 7 0.00 0.03 0.01 0.11 Weighted average number of common shares outstanding 7 32,428,701 24,675,459 32,325,320 24,561,151 The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements. Medexus Pharmaceuticals Inc. Interim Consolidated Statements of Changes in Shareholders’ Equity (unaudited) Nine-month periods ended December 31, 2025 and 2024 (expressed in thousands of United States dollars except number of shares) 3 Share Capital Note Common shares Amount $ Contributed surpl --- us $ Cumulative translation adjustment $ Deficit $ Total shareholders’ equity $ Balance – March 31, 2024 24,458,213 76,390 12,005 6,170 (64,242) 30,323 Net income - - - - 2,800 2,800 Other comprehensive loss - - - (317) - (317) Comprehensive income(loss) - - - (317) 2,800 2,483 Share-based compensation 8 - - 937 - - 937 Issuance of shares for settling of share awards 8 244,040 404 (1,046) - - (642) Balance – December 31, 2024 24,702,253 76,794 11,896 5,853 (61,442) 33,101 Balance – March 31, 2025 32,258,353 96,098 12,011 6,029 (61,995) 52,143 Net income - - - - 281 281 Other comprehensive income - - - 123 - 123 Comprehensive income - - - 123 281 404 Repurchase of common shares 7 (191,900) (375) - - - (375) Share-based compensation 8 - - 695 - - 695 Issuance of shares for settling of share awards 8 243,727 498 (1,154) - - (656) Balance – December 31, 2025 32,310,180 96,221 11,552 6,152 (61,714) 52,211 The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements. Medexus Pharmaceuticals Inc. Interim Consolidated Statements of Cash Flows (unaudited) Three- and nine-month periods ended December 31, 2025 and 2024 (expressed in thousands of United States dollars) 4 Three Months Nine Months Note 2025 2024 2025 2024 $ $ $ $ Operating activities Net income 80 733 281 2,800 Adjustments for Depreciation 70 60 212 176 Amortization of product licences 4 2,354 1,696 7,066 4,566 Impairment of intangible assets - - - 2,463 Share-based compensation expense, net 8 (6) 7 39 295 Financing costs 10 1,361 1,996 4,174 6,190 Gain on disposal of asset 11 - - (408) - Business combinations payable – Unrealized gain on change in fair value 6 - - (182) - Unrealized foreign exchange (gain) loss 11 (194) 924 (621) 880 Income tax expense (recovery) 366 147 453 (601) 4,031 5,563 11,014 16,769 Changes in non-cash operating working capital items 13 3,847 1,294 4,137 5,224 Income taxes paid (47) (147) (64) (235) Cash provided by operating activities 7,831 6,710 15,087 21,758 Investing activities Proceeds from disposal of assets - - 653 - Purchases of property and equipment, excluding right- of-use asset (19) (61) (151) (130) Purchases of intangible assets - (43) - (2,543) Milestone payments 4 (5,000) - (7,500) - Business combinations deferred payment 6 (407) (375) (2,424) (1,265) Cash used by investing activities (5,426) (479) (9,422) (3,938) Financing activities Interest paid (516) (1,102) (1,697) (3,491) Repurchase of common shares 7 (375) - (375) - Net proceeds from credit facility 5 25,576 - 25,576 - Repayment of long- and short-term debt 13 (21,488) (3,313) (38,091) (10,771) Repayment of lease liabilities 13 (55) (46) (161) (108) Cash provided (used) by financing activities 3,142 (4,461) (14,748) (14,370) Net change in cash and cash equivalents during the period 5,547 1,770 (9,083) 3,450 Impact of foreign exchange on cash and cash equivalents 47 (302) 85 (264) Cash and cash equivalents – beginning of period 9,381 6,973 23,973 5,255 Cash and cash equivalents – end of period 14,975 8,441 14,975 8,441 The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements. Medexus Pharmaceuticals Inc. Notes to Condensed Interim Consolidated Financial Statements (unaudited) December 31, 2025 and 2024 (expressed in thousands of United States dollars, except per share amounts and number of shares) 5 Medexus Pharmaceuticals Inc. and its subsidiaries (collectively, the “Company”) --- is a specialty pharmaceutical company which licences and acquires pharmaceutical products for commercialization in the United States and Canada for rare and orphan diseases. Medexus products are generally sold in North America to wholesalers, distributors, government agencies, healthcare facilities and specialty pharmacies. The Company exists under the Canada Business Corporations Act and is domiciled in Canada. Its registered office is located at 10 King Street East, Suite 600, Toronto, Ontario. The Company’s shares are traded on the Toronto Stock Exchange (TSX:MDP). The terms “Medexus”, “we”, “us”, “our” or “ourselves” refers to Medexus Pharmaceuticals and where the context of the narrative permits or requires, its subsidiaries. Our principal subsidiaries are: MI Acquisitions Inc., Medexus Pharma Inc. and Aptevo Biotherapeutics LLC, in which as at December 31, 2025, we have a 100% equity interest. 1 Summary of material accounting policies Basis of presentation The notes presented in our condensed interim consolidated financial statements include only significant events and transactions and are not fully inclusive of all matters normally disclosed in our annual audited financial statements; thus, our interim consolidated financial statements are referred to as condensed. These condensed interim consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended March 31, 2025 and follow the same accounting policies and methods of their application as set out in our audited consolidated financial statements for the year ended March 31, 2025. The generally accepted accounting principles that we use are International Financial Reporting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards). Our condensed interim consolidated financial statements comply with IAS 34, Interim Financial Reporting and reflect all adjustments (which are of a normal recurring nature) that are, in our opinion, necessary for a fair statement of the results for the interim periods presented. These unaudited condensed interim consolidated financial statements are presented in United States dollars, which the Company has chosen as its presentation currency. The functional currency of Medexus Pharmaceuticals Inc. is Canadian Dollars. As the Company has operations in both Canada and the United States, the consolidated financial results may vary between periods due to the effect of foreign exchange fluctuations. These condensed interim consolidated financial statements as at and for the three- and nine-month periods ended December 31, 2025 were authorized by our Board of Directors for issue on February 11, 2026. Basis of consolidation These unaudited condensed interim consolidated financial statements include our accounts and those of the Company’s subsidiaries. As at December 31, 2025, MI Acquisitions, Inc., Medexus Pharma, Inc. (previously Medac Pharma, Inc.), and Aptevo BioTherapeutics LLC, are the only wholly owned direct and indirect Medexus Pharmaceuticals Inc. Notes to Condensed Interim Consolidated Financial Statements (unaudited) December 31, 2025 and 2024 (expressed in thousands of United States dollars, except per share amounts and number of shares) 6 subsidiaries of the Company. MI Acquisitions, Inc. was created solely for the purpose of acquiring Medexus Pharma, Inc. and does not carry on active business other than the ownership of 100% of the outsta --- nding shares of Medexus Pharma, Inc. Use of judgments, estimates and assumptions The preparation of the unaudited condensed interim consolidated financial statements in accordance with IFRS Accounting Standards requires management to make judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities and reported amounts of revenues and expenses during the period. These estimates and assumptions are based on historical experience, expectations of the future, and other relevant factors and are reviewed regularly. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future period affected. Actual results may differ from these estimates. In preparing these unaudited condensed interim consolidated financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of uncertainty are as those applied and described in the Company’s audited annual consolidated financial statements for the year ended March 31, 2025. Seasonality of interim operations The operations of the Company can be seasonal based on the products offered by the Company, and the results of operations for any interim period are not necessarily indicative of operations for the full fiscal year or any future period. Accounting policy developments Standards, interpretations and amendments to standards and interpretations not yet effective and not yet applied In April 2024, the International Accounting Standards Board issued IFRS 18, Presentation and Disclosure in Financial Statements, which sets out the overall requirements for presentation and disclosures in the financial statements. The new standard will replace IAS 1, Presentation of Financial Statements. Although much of the substance of IAS 1, Presentation of Financial Statements, will carry over into the new standard, the new standard incrementally will:  With a view to improving comparability amongst entities, require presentation in the statement of operations of a subtotal for operating profit and a subtotal for profit before financing and income taxes (both subtotals as defined in the new standard);  Require disclosure and reconciliation, within a single financial statement note, of management-defined performance measures that are used in public communications to share management’s views of various aspects of an entity’s performance and which are derived from the statement of income and other comprehensive income;  Enhance the requirements for aggregation and disaggregation of financial statement amounts; and Medexus Pharmaceuticals Inc. Notes to Condensed Interim Consolidated Financial Statements (unaudited) December 31, 2025 and 2024 (expressed in thousands of United States dollars, except per share amounts and number of shares) 7  Require limited changes to the statement of cash flows, including elimination of options for the classification of interest and dividend cash flows. The new standard is effective for annual reporting periods beginning on or after January 1, 2027, with earlier adoption permitted. We are currently assessing the impacts of the new standard but we do not expect that the totality of our financial disclosure will be materially affected by the application of the new standard. In May 2024, the International Accounting Standards Board issued Amendments to the Classification and Measurement of Financial In --- struments (Amendments to IFRS 9 and IFRS 7). The narrow scope amendments are to address diversity in accounting practice in respect of: the classification of financial assets with environmental, social and corporate governance and similar features; and to clarify the date on which a financial asset or financial liability is de-recognized when using electronic payment systems. The new standard is effective for annual reporting periods beginning on or after January 1, 2026, with earlier adoption permitted. We are currently assessing the impacts of the new standard but do not expect to be materially affected by the application of the amendments. 2 Capital management The Company’s capital management objectives are to maintain financial flexibility to pursue its acquisitive strategy of expanding its portfolio of commercial-stage pharmaceutical products consisting of established brands and promotional stage products in selected therapeutic areas. The Company defines capital as the aggregate of current and non-current debt and shareholders’ equity. The Company manages its capital structure in accordance with changes in economic conditions. In order to maintain or adjust its capital structure, the Company may elect to issue or repay long-term debt, issue shares, repurchase shares, pay dividends (where permitted) or undertake any other activity as deemed appropriate under specific circumstances. The Company is not subject to any externally imposed capital requirements, other than as described in note 5. There has been no change in the Company’s capital management approach during the quarter. Managed capital is set out in the following table: December 31, March 31, 2025 2025 $ $ Debt, current and non-current 25,350 37,178 Shareholder’s equity 52,211 52,143 77,561 89,321 Medexus Pharmaceuticals Inc. Notes to Condensed Interim Consolidated Financial Statements (unaudited) December 31, 2025 and 2024 (expressed in thousands of United States dollars, except per share amounts and number of shares) 8 3 Accounts receivable December 31, March 31, 2025 2025 $ $ Trade accounts receivable 12,405 13,971 Expected credit loss (639) (801) Trade accounts receivable, net 11,766 13,170 Sales tax receivable 66 136 Total accounts receivable 11,832 13,306 The Company applies the simplified approach to measuring expected credit losses (ECLs), as permitted by IFRS 9, which requires a lifetime ECL for all trade receivables. As at December 31, 2025, the Company has assessed that the credit risk associated with its trade receivables is low. All receivables are current or not significantly past due. Based on historical loss rates, forward-looking information, and customer profiles, the Company has recorded an expected credit loss of $639 (March 31, 2025 – $801). The following table presents an analysis of the age of the customer accounts receivable: December 31, March 31, 2025 2025 $ $ Current 11,714 11,123 Aged 1-30 days past due 423 1,393 Aged 31-60 days past due 63 114 Aged > 60 days past due 205 1,341 Allowance for expected credit losses (639) (801) Total accounts receivable 11,766 13,170 Medexus Pharmaceuticals Inc. Notes to Condensed Interim Consolidated Financial Statements (unaudited) December 31, 2025 and 2024 (expressed in thousands of United States dollars, except per share amounts and number of shares) 9 4 Intangible assets and goodwill Licences Goodwill $ $ Cost As at April 1, 2025 103,186 9,997 Currency translation adjustment 586 224 As at December 31, 2025 10 --- 3,772 10,221 Accumulated depreciation As at April 1, 2025 31,585 - Amortization 7,066 - Currency translation adjustment 344 - As at December 31, 2025 38,995 - Net book value as at December 31, 2025 64,777 10,221 Net book value as at March 31, 2025 71,601 9,997 U.S. Treosulfan Agreement On February 2, 2021, the Company entered into an exclusive agreement with medac GmbH (“medac”) for the rights to commercialize treosulfan in the United States (“U.S. Treosulfan Agreement”). Treosulfan is an orphan- designated agent developed for use as part of a conditioning treatment for patients undergoing allogeneic hematopoietic stem cell transplantation. On January 22, 2025, the FDA approved GRAFAPEX™ (treosulfan). The Company holds exclusive commercial rights to GRAFAPEX™ in the United States for a period of 10 years from the FDA approval in January 2025. Based on the terms of the approval, including the FDA-approved product label, the Company became obligated to pay Medac a regulatory milestone payment of $15,000. The first and second installments of $2,500 and $5,000 were paid by Medexus on June 30, 2025 and October 1, 2025. Subsequent to period end, the Company made the third and final installment of $7,500 on January 1, 2026. Impairment of intangible assets Management assesses all intangible assets for impairment in response to identified triggering events on a quarterly basis and determined that no impairment was recognized for the three- and nine-month periods ended December 31, 2025 (2024 – nil). Medexus Pharmaceuticals Inc. Notes to Condensed Interim Consolidated Financial Statements (unaudited) December 31, 2025 and 2024 (expressed in thousands of United States dollars, except per share amounts and number of shares) 10 5 Long-term debt December 31, March 31, As at 2025 2025 $ $ Credit facility – term loan 20,436 34,067 Credit facility – revolver 5,000 3,500 Deferred debt transaction costs (368) (774) Lease liabilities 282 385 Long-term debt 25,350 37,178 Current 7,197 36,980 Non-current 18,153 198 Long-term debt 25,350 37,178 On November 17, 2025, Medexus entered into a senior secured credit agreement ("NBC Credit Agreement") with National Bank of Canada ("NBC") as administrative agent and lender. The NBC Credit Agreement provides for a $20,960 term loan facility ("Term Facility" or "Term Loan") and a $5,000 revolving loan facility ("Revolving Facility" or "Revolver"). The Term Facility benefits from an additional $10,000 delayed draw feature, intended to finance future licensing and acquisition transactions, and a $15,000 uncommitted accordion feature. The Term Facility and the Revolving Facility will mature on November 17, 2029. Medexus used the net proceeds of the Term Facility to satisfy its obligations under the Company's now-repaid senior secured credit agreement with Bank of Montreal, or BMO, which otherwise would have matured in March 2026. Borrowings under the Term Facility bear interest at a rate of adjusted term SOFR plus a tiered margin determined quarterly based on Medexus’s consolidated net leverage ratio. Borrowings under the Revolving Facility similarly bear interest at a base rate plus a tiered margin. The base rate under the Revolving Facility is adjusted term SOFR, adjusted term CORRA, or NBC's base rates for similar commercial loans, depending on the type of borrowing. The margin is determined in the same manner as the margin applicable to borrowings under the Term Facility. Medexus also pays customary tiered standby fee --- s on available but undrawn amounts under the Revolving Facility and on letters of credit issued under the Revolving Facility. At December 31, 2025, $20,436 was outstanding under the Term Facility and $5,000 was outstanding under the Revolving Facility, and the weighted average interest rate on borrowings under the Term Facility and the Revolving Facility was 6.33% (March 31, 2025 – 7.18%). The Term Facility is subject to an amortization schedule requiring that the principal amount be repaid in installments of 2.5% of the original principal amount of the Term Facility, or $500, on the last business day of calendar quarters ending December 31, 2025 and thereafter, with any remaining balance due at maturity of the NBC Credit Agreement. The amortization installment amount will be adjusted in proportion to any principal amounts borrowed under the delayed draw feature and/or the uncommitted accordion feature of the Term Facility. Medexus Pharmaceuticals Inc. Notes to Condensed Interim Consolidated Financial Statements (unaudited) December 31, 2025 and 2024 (expressed in thousands of United States dollars, except per share amounts and number of shares) 11 Amounts outstanding under the Revolving Facility appear in the current portion of long-term debt in Medexus’s consolidated statement of financial position because Medexus may repay and reborrow those amounts at any time. The NBC Credit Agreement includes customary representations and warranties and customary financial covenants, including a maximum net debt to adjusted EBITDA ratio of 3.0x (subject to adjustment as provided in the NBC Credit Agreement) and a minimum fixed charge coverage ratio of 1.2x (each defined and determined in accordance with the NBC Credit Agreement). The NBC Credit Agreement includes customary terms relating to early repayment upon receipt of net cash proceeds of new debt other than permitted debt or sale of property outside the usual course of business, receipt of insurance proceeds not otherwise reinvested, and the occurrence of an event of default under the NBC Credit Agreement. The NBC Credit Agreement also includes customary restrictions on additional indebtedness, liens, judgments and other claims, asset sales, distributions, management fees, and capital expenditures, as well as customary events of default, and provides for a first- priority security interest in all Medexus’s assets. The Company has outstanding standby letters of credit, primarily relating to VAT refund guarantees, totaling $2,569 (March 31, 2025 - $2,210). These letters of credit are supported by cash pledged as collateral, which is included in cash and cash equivalents on the consolidated statement of financial position. The letters of credit are considered in the calculation of the Company’s financial covenants. As at the date these consolidated financial statements were authorized for issuance on February 11, 2026, the Company was in compliance with all applicable covenants and conditions of its long-term debt agreements. Leases The Company has one facility lease agreement in place, which is set to expire in 2028. Leases are subject to amortization schedules, which results in the principal being repaid over various periods, including reasonably anticipated future renewal terms. The interest rate on the lease liability was 6.69% as at December 31, 2025 (March 31, 2025 - 6.77%). Long-term debt maturities Anticipated future cash flow requirements to meet undiscounted long-term debt principal re --- payments, calculated upon such long-term debts owing as at December 31, 2025, are as follows: Credit facility Leases As at December 31, 2025 $ $ 2026 2,096 206 2027 2,096 92 2028 2,096 - 2029 19,148 - Medexus Pharmaceuticals Inc. Notes to Condensed Interim Consolidated Financial Statements (unaudited) December 31, 2025 and 2024 (expressed in thousands of United States dollars, except per share amounts and number of shares) 12 6 Balance payable for business combinations Note Medac Aptevo Total $ $ $ Opening net book value at April 1, 2025 17,391 7,609 25,000 Interest accretion 10 1,223 589 1,812 Unrealized gain on change in fair value 11 (182) - (182) Unrealized foreign exchange gain (859) - (859) Payment (1,261) (1,163) (2,424) Currency translation adjustment 853 - 853 Balance of payable at December 31, 2025 17,165 7,035 24,200 Current 1,981 Non-current 22,219 Balance of payable at December 31, 2025 24,200 Medac Pharma Inc. As part of the acquisition of Medac Pharma Inc. on October 16, 2018, the Company is required to make annual earnout payments in an amount equal to 7.5% of the aggregate consolidated EBITDA of the Company, subject to certain agreed-upon adjustments and until such time as an aggregate of $30,000 in annual payments have been made. To date the Company has made earnout payments totaling $5,037 to medac. These earnout amounts are separate from and are not directly affected by any milestones that may become payable to medac under the U.S. Treosulfan Agreement discussed in note 4. Aptevo BioTherapeutics LLC As part of the acquisition of Aptevo on February 28, 2020, the Company is required to make certain deferred payments on net sales of IXINITY® in an amount equal to (i) 2% of net sales until June 30, 2022, and (ii) 5% of net sales thereafter until March 1, 2035. In addition, the purchase agreement requires the Company to make certain milestone payments upon IXINITY®’s receipt of regulatory approval in each of Canada, Germany, France, Spain, Italy and the United Kingdom, and upon IXINITY® achieving worldwide annual net sales of $120,000; in each case only if achieved by March 1, 2035. 7 Share capital Authorized and issued The Company is authorized to issue an unlimited number of common shares without par value. Medexus Pharmaceuticals Inc. Notes to Condensed Interim Consolidated Financial Statements (unaudited) December 31, 2025 and 2024 (expressed in thousands of United States dollars, except per share amounts and number of shares) 13 Earnings per share Basic earnings per share (“EPS”) is calculated by dividing the net income (loss) for the year attributable to the common shareholders of the Company by the weighted average number of common shares outstanding during the period. Three Months Nine Months Periods ended December 31 2025 2024 2025 2024 Net income $ 80 $ 733 $ 281 $ 2,800 Weighted average number of shares outstanding 32,428,701 24,675,459 32,325,320 24,561,151 Basic EPS $ 0.00 $ 0.03 $ 0.01 $ 0.11 Diluted EPS is calculated by adjusting the weighted average number of common shares outstanding for the dilution that would occur if the securities or other agreements for the issuance of common shares were exercised or converted into common shares at the later of the beginning of the year or the issuance date, unless it is anti-dilutive. Three Months Nine Months Periods ended December 31 2025 2024 2025 2024 Net income $ 80 $ 733 $ 281 $ 2,800 Weighted average number of shares outstanding 32,428,701 24,675,459 32,325,32 --- 0 24,561,151 Dilutive effect – restricted share units 883,615 924,942 883,615 924,942 Dilutive effect - options 66,360 25,210 66,360 25,210 Weighted average number of shares outstanding for diluted EPS 33,378,676 25,625,611 33,275,295 25,511,303 Diluted EPS $ 0.00 $ 0.03 $ 0.01 $ 0.11 For the three- and nine-month periods ended December 31, 2025 and December 31, 2024, the diluted effect of the restricted share units and options was adjusted for expected forfeitures, where applicable. On November 20, 2025, the Toronto Stock Exchange accepted Medexus's notice of intention to make a normal course issuer bid for its common shares ("2025 NCIB"). Under the 2025 NCIB, Medexus may purchase for cancellation up to 2,983,650 common shares. As of December 31, 2025, Medexus had repurchased 191,900 Common Shares under the 2025 NCIB for an aggregate repurchase price of C$518 ($375). The 2025 NCIB is expected to continue until November 23, 2026 unless terminated earlier in accordance with its terms. Medexus Pharmaceuticals Inc. Notes to Condensed Interim Consolidated Financial Statements (unaudited) December 31, 2025 and 2024 (expressed in thousands of United States dollars, except per share amounts and number of shares) 14 8 Share-based compensation Stock options We have equity-settled stock option awards, which grant the right to the employee recipient to purchase and receive a share of Medexus for a pre-determined exercise price. Stock option awards are generally exercisable for a period of ten years from the time of grant. Stock options granted vested either annually over a four-year period, in five equal instalments commencing with the grant date (graded-vesting method), or vested in one-year (cliff- vesting method). All stock options are valued using the Black-Scholes valuation model on the date of grant, and are not revalued subsequently unless a modification has occurred. The following table presents the activity related to our share option awards: Number of options For the three-month periods ended December 31 Non-vested Vested Total Weighted average exercise price C$ Outstanding, October 1, 2024 79,757 593,289 673,046 3.94 Vested (20,367) 20,367 - - Forfeited (3,800) (2,400) (6,200) (6.11) Outstanding, December 31, 2024 55,590 611,256 666,846 3.92 Exercisable, December 31, 2024 - 611,256 611,256 3.88 Outstanding, October 1, 2025 15,513 553,037 568,550 3.77 Vested (8,200) 8,200 - - Forfeited - (5,000) (5,000) (2.82) Outstanding, December 31, 2025 7,313 556,237 563,550 3.77 Exercisable, December 31, 2025 - 556,237 556,237 3.79 Medexus Pharmaceuticals Inc. Notes to Condensed Interim Consolidated Financial Statements (unaudited) December 31, 2025 and 2024 (expressed in thousands of United States dollars, except per share amounts and number of shares) 15 Number of options For the nine-month periods ended December 31 Non-vested Vested Total Weighted average exercise price C$ Outstanding, April 1, 2024 141,870 674,362 816,232 3.92 Vested (61,947) 61,947 - - Forfeited (24,333) (107,720) (132,053) (3.86) Expired - (17,333) (17,333) (4.50) Outstanding, December 31, 2024 55,590 611,256 666,846 3.92 Exercisable, December 31, 2024 - 611,256 611,256 3.88 Outstanding, April 1, 2025 45,858 598,456 644,314 3.92 Vested (35,245) 35,245 - - Forfeited (3,300) (50,800) (54,100) (4.86) Expired - (26,664) (26,664) (5.10) Outstanding, December 31, 2025 7,313 556,237 563,550 3.77 Exercisable, December 31, 2025 - 556,237 556,237 3.79 Restricted stock units (RSUs) and p --- erformance restricted share units (PSUs) We have various restricted share unit award types, including equity-accounted restricted share units (RSUs) and performance restricted share units (PSUs), which are measured at their intrinsic value. All restricted share units are nominally equal in value to one Medexus share. Our PSU grants largely have the same features as our RSUs, but have a variable that depends upon the achievement of operating performance targets (non-market conditions). The following table presents a summary of the activity related to our restricted share units: Medexus Pharmaceuticals Inc. Notes to Condensed Interim Consolidated Financial Statements (unaudited) December 31, 2025 and 2024 (expressed in thousands of United States dollars, except per share amounts and number of shares) 16 Number of RSUs For the three-month periods ended December 31 Non-vested Vested Total Weighted average grant date fair value C$ Outstanding, October 1, 2024 702,622 136,013 838,635 2.41 Granted 330,273 - 330,273 2.24 Vested (232,143) 232,143 - - Exercised - (232,143) (232,143) (1.82) Forfeited (11,823) - (11,823) (1.79) Outstanding, December 31, 2024 788,929 136,013 924,942 2.50 Exercisable, December 31, 2024 - 136,013 136,013 4.47 Outstanding, October 1, 2025 686,918 29,013 715,931 2.41 Granted 392,001 - 392,001 2.68 Vested (191,971) 191,971 - - Exercised - (220,984) (220,984) (2.35) Forfeited (3,333) - (3,333) (2.24) Outstanding, December 31, 2025 883,615 - 883,615 2.55 Exercisable, December 31, 2025 - - - - Medexus Pharmaceuticals Inc. Notes to Condensed Interim Consolidated Financial Statements (unaudited) December 31, 2025 and 2024 (expressed in thousands of United States dollars, except per share amounts and number of shares) 17 Number of RSUs For the nine-month periods ended December 31 Non-vested Vested Total Weighted average grant date fair value C$ Outstanding, April 1, 2024 495,808 136,513 632,321 2.56 Granted 695,442 - 695,442 2.23 Vested (352,032) 352,032 - - Exercised - (352,532) (352,532) (2.16) Forfeited (50,289) - (50,289) (1.79) Outstanding, December 31, 2024 788,929 136,013 924,942 2.50 Exercisable, December 31, 2024 - 136,013 136,013 4.47 Outstanding, April 1, 2025 783,938 136,013 919,951 2.52 Granted 587,577 - 587,577 2.78 Vested (433,642) 433,642 - - Exercised - (569,655) (569,655) (2.78) Forfeited (54,258) - (54,258) (2.10) Outstanding, December 31, 2025 883,615 - 883,615 2.55 Exercisable, December 31, 2025 - - - - Medexus Pharmaceuticals Inc. Notes to Condensed Interim Consolidated Financial Statements (unaudited) December 31, 2025 and 2024 (expressed in thousands of United States dollars, except per share amounts and number of shares) 18 The following table presents a summary of the activity related to our performance share units: Number of PSUs For the three-month periods ended December 31 Non- vested Vested Total Weighted average grant date fair value C$ Outstanding, October 1, 2024 179,328 - 179,328 2.40 Forfeited (6,900) - (6,900) (2.40) Outstanding, December 31, 2024 172,428 - 172,428 2.40 Exercisable, December 31, 2024 - - - - Outstanding, October 1, 2025 151,727 - 151,727 2.40 Outstanding, December 31, 2025 151,727 - 151,727 2.40 Exercisable, December 31, 2025 - - - - Number of PSUs For the nine-month periods ended December 31 Non- vested Vested Total Weighted average grant date fair value C$ Outstanding, April 1, 2024 507,083 - 507,083 3.23 Vested (289,003) 289,003 - - Exercised - (289,003) (289,003) (3.78) --- Forfeited (45,652) - (45,652) (2.90) Outstanding, December 31, 2024 172,428 - 172,428 2.40 Exercisable, December 31, 2024 - - - - Outstanding, April 1, 2025 162,413 - 162,413 2.40 Forfeited (10,686) - (10,686) (2.40) Outstanding, December 31, 2025 151,727 - 151,727 2.40 Exercisable, December 31, 2025 - - - - Medexus Pharmaceuticals Inc. Notes to Condensed Interim Consolidated Financial Statements (unaudited) December 31, 2025 and 2024 (expressed in thousands of United States dollars, except per share amounts and number of shares) 19 Share-based compensation expense with respect to these options, RSUs, and PSUs amounted to $370 (2024 – $282) and $807 (2024 – $937) for the three- and nine-month periods ended December 31, 2025. These costs are included in selling and administrative expenses in the consolidated statement of income (loss) and comprehensive income (loss). RSUs, PSUs and Options may become immediately exercisable in the event of any change of control of the Company in accordance with the terms of the Equity Plans. 9 Selling and administrative expenses Three Months Nine Months Periods end December 31 2025 2024 2025 2024 $ $ $ $ Employee benefit expense 6,412 5,460 19,290 15,678 Sales and marketing expense 1,442 2,614 5,694 6,325 Regulatory and business development 1,895 1,616 5,239 4,992 General administrative 1,467 1,281 5,075 4,013 11,216 10,971 35,298 31,008 10 Financing costs Three Months Nine Months Periods end December 31 2025 2024 2025 2024 $ $ $ $ Interest on long-term debt, net of amort. of deferred financing costs 759 1,370 2,344 4,310 Interest accretion on balance of payable for business combinations 597 619 1,812 1,855 Interest on lease liabilities 5 7 18 25 1,361 1,996 4,174 6,190 Medexus Pharmaceuticals Inc. Notes to Condensed Interim Consolidated Financial Statements (unaudited) December 31, 2025 and 2024 (expressed in thousands of United States dollars, except per share amounts and number of shares) 20 11 Other income The net proceeds of $608 from the disposal of property during the nine-month period ended December 31, 2025 were used to prepay outstanding borrowings under the BMO credit facility. Three Months Nine Months Periods ended December 31 2025 2024 2025 2024 $ $ $ $ Business combinations payable – Unrealized gain on change in fair value - - (182) - Foreign exchange (gain) loss (132) 905 (416) 1,003 Gain on disposal of asset - - (408) - (132) 905 (1,006) 1,003 12 Related party transactions a) Recurring transactions The Company pays warehouse and other fees to a company in which a named executive officer of the Company holds a 50% equity interest for customary storage, distribution, and other related services in respect of certain of the Company’s products in Canada. These fees totaled $46 (2024 - $53) for the three- month period, and $149 (2024 – $193) for the nine-month periods ended December 31, 2025. b) Transactions with key management personnel Our key management personnel have the authority and responsibility for overseeing, planning, directing and controlling our activities and consist of our Board and members of our executive leadership team. Total compensation expense and its composition for the key management personnel is as follows: Three Months Nine Months Periods ended December 31 2025 2024 2025 2024 $ $ $ $ Key management compensation Salaries and benefits 1,520 1,340 4,767 4,215 Share-based compensation 202 179 566 553 1,722 1,519 5,333 4,768 Medexus Pharmaceuticals Inc. Notes to Condensed I --- nterim Consolidated Financial Statements (unaudited) December 31, 2025 and 2024 (expressed in thousands of United States dollars, except per share amounts and number of shares) 21 13 Additional financial information a) Changes in non-cash operating working capital items are as follows: Three Months Nine Months Periods ended December 31 2025 2024 2025 2024 $ $ $ $ Decrease (increase) in Accounts receivable 289 (1,248) 1,610 9,745 Inventories 1,040 4,017 3,244 (4,260) Prepaids and other current assets (5,116) (4,148) (3,844) 2,266 Increase (decrease) in Accounts payable and accrued liabilities 7,634 2,673 3,127 (2,527) 3,847 1,294 4,137 5,224 b) Changes in liabilities arising from financing activities Statements of cash flows Non-cash changes For the three- month period ended December 31, 2025 Beginning of period Issued or received Redemptions or payments Foreign exchange movement Other End of period $ $ $ $ $ $ Credit facility – term loan 20,964 20,960 (21,488) - - 20,436 Credit facility – revolver - 5,000 - - - 5,000 Lease liabilities 336 - (55) 1 - 282 Deferred transaction cost (233) (384) - - 249 (368) Other current liabilities - - (516) 1 515 - 21,067 25,576 (22,059) 2 764 25,350 Medexus Pharmaceuticals Inc. Notes to Condensed Interim Consolidated Financial Statements (unaudited) December 31, 2025 and 2024 (expressed in thousands of United States dollars, except per share amounts and number of shares) 22 Statements of cash flows Non-cash changes For the three- month period ended December 31, 2024 Beginning of period Issued or received Redemptions or payments Foreign exchange movement Other End of period $ $ $ $ $ $ Credit facility – term loan 40,692 - (3,313) - - 37,379 Credit facility – revolver 3,500 - - - - 3,500 Lease liabilities 478 - (46) (2) - 430 Deferred debt transaction cost (1,696) - - - 300 (1,396) Other current liabilities 2,674 - (1,102) - 1,077 2,649 45,648 - (4,461) (2) 1,377 42,562 Statements of cash flows Non-cash changes For the nine-month period ended December 31, 2025 Beginning of period Issued or received Redemptions or payments Foreign exchange movement Other End of period $ $ $ $ $ $ Credit facility – term loan 34,067 20,960 (34,591) - - 20,436 Credit facility – revolver 3,500 5,000 (3,500) - - 5,000 Lease liabilities 385 - (161) 1 57 282 Deferred transaction cost (774) (384) - - 790 (368) Other current liabilities 125 - (1,697) - 1,572 - 37,303 25,576 (39,949) 1 2,419 25,350 Medexus Pharmaceuticals Inc. Notes to Condensed Interim Consolidated Financial Statements (unaudited) December 31, 2025 and 2024 (expressed in thousands of United States dollars, except per share amounts and number of shares) 23 Statements of cash flows Non-cash changes For the nine-month period ended December 31, 2024 Beginning of period Issued or received Redemptions or payments Foreign exchange movement Other End of period $ $ $ $ $ $ Credit facility – term loan 48,150 - (10,771) - - 37,379 Credit facility – revolver 3,500 - - - - 3,500 Lease liabilities 540 - (108) (2) - 430 Deferred debt transaction cost (2,294) - - - 898 (1,396) Other current liabilities 2,703 - (3,491) - 3,437 2,649 52,599 - (14,370) (2) 4,335 42,562 c) Geographic segmentation The geographic segmentation of the Company’s net revenue based on customer location is as follows: Three Months Nine Months Periods ended December 31 2025 2024 2025 2024 $ $ $ $ United States 19,243 20,462 55,187 51,496 Canada 6,081 9,530 19,493 32,082 The geographic segmentation of the Compa --- ny’s non-current assets is as follows: As at December 31, 2025 March 31, 2025 $ $ United States 70,546 76,370 Canada 14,470 14,896 Medexus Pharmaceuticals Inc. Notes to Condensed Interim Consolidated Financial Statements (unaudited) December 31, 2025 and 2024 (expressed in thousands of United States dollars, except per share amounts and number of shares) 24 14 Financial instruments The Company’s financial instruments, and the nature of certain risks to which they might be subject, are classified as follows: Financial instrument Accounting classification Risks Cash and cash equivalents Amortized cost Credit & Currency Accounts receivable Amortized cost Credit & Currency Accounts payable and accrued liabilities Amortized cost Liquidity & Currency Long-term debt Amortized cost Liquidity Balance payable for business combinations Fair value through profit and loss Liquidity Fair value estimation The Company measures the fair value of its financial assets and financial liabilities using a fair value hierarchy. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value. The different levels of the fair value hierarchy are defined as follows: Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities; Level 2 – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices); and Level 3 – Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs). The Company estimated the fair value of its financial instruments as described above. The fair value of cash and cash equivalents, accounts receivable and accounts payable and accrued liabilities are considered to be equal to their respective carrying values due to their short-term maturities. As at December 31, 2025 and March 31, 2025, other financial instruments measured at fair value in the consolidated statements of financial position were as follows: December 31, 2025 March 31, 2025 Fair value hierarchy Fair value Fair value hierarchy Fair value $ $ Financial liabilities Balance of payable for business combinations Level 3 24,200 Level 3 25,000 Medexus Pharmaceuticals Inc. Notes to Condensed Interim Consolidated Financial Statements (unaudited) December 31, 2025 and 2024 (expressed in thousands of United States dollars, except per share amounts and number of shares) 25 Liquidity risk Liquidity risk arises when a company encounters difficulties in meeting commitments associated with liabilities and other payment obligations. Liquidity risk is managed by maintaining adequate reserves and banking facilities and by closely monitoring forecast and actual cash flows. The Company is exposed to this risk mainly in respect of its accounts payable and accrued liabilities, milestone payable, long-term debt and balance of payable for business combinations. On November 17, 2025, the Company entered into a new credit agreement with NBC, which provides for a secured term loan facility, a revolving credit facility and a delayed draw term loan facility, as described in note 5. Proceeds from the NBC credit facilities were used to repay in full and terminate the Company’s existing credit facility with BMO. The NBC credit facilities represent the Company’s prim --- ary source of committed financing as at December 31, 2025. The tables below categorize the Company’s financial liabilities into relevant maturity groupings based on the remaining periods at the consolidated statements of financial position dates to the contractual maturity dates. As at December 31, 2025 1 year or less Between 1 & 5 years Over 5 years $ $ $ Accounts payable and accrued liabilities 43,382 - - Milestones payable 7,500 - - Long-term debt 7,197 18,153 - Balance of payable for business combinations 1,981 15,667 6,552 60,060 33,820 6,552 Credit risk The Company is exposed mainly to credit risk on its cash and cash equivalents and accounts receivable. Credit risk associated with cash and cash equivalents is managed by ensuring that these financial assets are placed with major financial institutions that have been accorded strong investment grade ratings by a primary rating agency and/or other creditworthy counterparties. It offers credit to its customers in the normal course of its operations. An ongoing review is performed to evaluate changes in the status of counterparties. Credit risk associated with accounts receivable is managed through a credit evaluation of customers and ongoing review of their creditworthiness. Currency risk The Company operates in Canada and the United States, while its functional currency is the Canadian dollar. Therefore, it is exposed to foreign exchange risk arising from transactions denominated in currencies other than the Canadian dollar. The Company is exposed to foreign currency risk through the following financial assets and liabilities, expressed in US$: Medexus Pharmaceuticals Inc. Notes to Condensed Interim Consolidated Financial Statements (unaudited) December 31, 2025 and 2024 (expressed in thousands of United States dollars, except per share amounts and number of shares) 26 December 31, March 31, 2025 2025 $ $ Cash and cash equivalents US dollar 2,540 84 Accounts payable and accrued liabilities US dollar - (154) Euro (62) (1,410) Balance of payable for business combinations US dollar (17,165) (17,390) The table below shows the immediate increase (decrease) on net income of a 10% strengthening in the closing exchange rate of significant currencies to which the Company has exposure as at December 31, 2025. The sensitivity associated with a 10% weakening of a particular currency would be equal and opposite. This assumes that each currency moves in isolation. December 31, March 31, 2025 2025 $ $ 10% strengthening of the CA$:US$ exchange rate 1,463 1,746 10% strengthening of the CA$:EUR exchange rate 6 141 Capital risk management We manage liquidity risk by: • maintaining a syndicated bank credit facility (note 5—Long-term debt—Credit facility); • continuously monitoring forecast and actual cash flows; and • managing maturity profiles of financial assets and financial liabilities. Our debt maturities in future years are as disclosed in note 5—Long-term debt—Long-term debt maturities. The contractual maturities of our undiscounted financial liabilities as at December 31, 2025, including interest thereon (where applicable) are also disclosed in note 5. Medexus Pharmaceuticals Inc. Notes to Condensed Interim Consolidated Financial Statements (unaudited) December 31, 2025 and 2024 (expressed in thousands of United States dollars, except per share amounts and number of shares) 27 Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument wi --- ll fluctuate because of changes in market interest rates. The Company is exposed to interest rate risk on its fixed and floating interest rate financial instruments. Fixed rate instruments subject the Company to fair value risk, while floating rate instruments subject it to cash flow risk. The Company has performed a sensitivity analysis on interest rate risk as at December 31, 2025. A change in interest rates on borrowings of 1% higher or lower would not have a significant impact on net income (loss) and comprehensive loss for the year. The Company is exposed to interest rate risk as follows: Cash and cash equivalents Floating rate Accounts receivable Non-interest bearing Accounts payable and accrued liabilities Non-interest bearing Long-term debt As described in note 5 Balance of payable for business combinations As described in note 6