SEDAR Interim Financial Statements

SERNOVA BIOTHERAPEUTICS INC. INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED JANUARY 31, 2026 AND 2025 (Unaudited) NOTICE OF NO AUDITOR REVIEW OF INTERIM FINANCIAL STATEMENTS Under National Instrument 51-102 Continuous Disclosure Obligations, if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor. The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared by and are the responsibility of the Company’s management. The Company’s independent auditor has not performed a review of these financial statements. SERNOVA BIOTHERAPEUTICS INC. Interim Condensed Consolidated Statements of Financial Position (In Canadian Dollars) (Unaudited) 1 Note January 31, 2026 October 31, 2025 Assets Current assets Cash $ 576,221 $ 265,004 Amounts receivable 125,587 122,633 Prepaid expenses and other assets 73,860 135,013 Total current assets 775,668 522,650 Non-current assets Deposits 223,860 223,860 Equipment, net 13,293 17,724 Total non-current assets 237,153 241,584 Total assets $ 1,012,821 $ 764,234 Liabilities and shareholders’ deficit Current liabilities Accounts payable and accrued liabilities 4 $ 9,065,692 $ 8,559,341 Accounts payable to be settled in equity 4 12,605,835 12,508,057 Loan payable 5 3,864,073 3,730,133 Total current liabilities 25,535,600 24,797,531 Non-current liabilities Convertible debentures 6 1,079,368 1,043,533 Total non-current liabilities 1,079,368 1,043,533 Total liabilities 26,614,968 25,841,064 Shareholders’ deficit Common shares, no par value; unlimited authorized; 342,080,895 and 332,854,811 shares issued and outstanding, as at January 31, 2026 and October 31, 2025, respectively 7 119,978,119 118,696,619 Warrants 7 660,997 537,142 Contributed surplus 7 22,195,747 21,792,017 Deficit (168,437,010) (166,102,608) Total shareholders’ deficit (25,602,147) (25,076,830) Total liabilities and shareholders’ deficit $ 1,012,821 $ 764,234 Going concern (Note 2(c)) Commitments and contingencies (Note 10) Events After the Reporting Period (Note 13) See accompanying notes to the interim condensed consolidated financial statements. SERNOVA BIOTHERAPEUTICS INC. Interim Condensed Consolidated Statements of Operations and Comprehensive Loss (In Canadian Dollars) (Unaudited) 2 Three months ended Three months ended Note January 31, 2026 January 31, 2025 Operating expenses Research and development 9 $ 434,149 $ 2,588,406 General and administrative 9 1,680,871 2,211,854 Total operating expenses 2,115,020 4,800,260 Other expense (income) Interest income – (23,449) Finance costs 477,117 234,978 Foreign exchange (gain) loss (185,735) 677,128 Net other expense 291,382 888,657 Net loss before income taxes $ 2,406,402 $ 5,688,917 Current income tax (recovery) expense (72,000) 6,400 Net loss and comprehensive loss $ 2,334,402 $ 5,695,317 Basic and diluted net loss per common share 11 $ 0.01 $ 0.02 Weighted average number of common shares outstanding – basic and diluted 336,396,195 327,474,732 See accompanying notes to the interim condensed consolidated financial statements. SERNOVA BIOTHERAPEUTICS INC. Interim Condensed Consolidated Statements of Changes in Equity (In Canadian Dollars) (Unaudited) 3 Common Shares Warrants Contributed Surplus Deficit Total (Note 7) (Note 7) (Note 7) Balance, October 31, 2025 332,854,811 $ 118,696,619 $ 53 --- 7,142 $ 21,792,017 $(166,102,608) $ (25,076,830) Net loss – – – – (2,334,402) (2,334,402) Warrants in conjunction with loan payable – – 47,250 – – 47,250 Issuance of units in private placement, net of issuance costs 9,226,084 1,281,500 76,605 – – 1,358,105 Share-based compensation – – – 403,730 – 403,730 Balance, January 31, 2026 342,080,895 $ 119,978,119 $ 660,997 $ 22,195,747 $(168,437,010) $ (25,602,147) Balance, October 31, 2024 325,324,786 $ 116,679,651 $ 34,421 $ 20,688,462 $(150,359,142) $ (12,956,608) Net loss – – – – (5,695,317) (5,695,317) Issuance of common shares in settlement of deferred share units 3,160,000 1,384,956 – (1,384,956) – – Share-based compensation – – – 723,455 – 723,455 Balance, January 31, 2025 328,484,786 $ 118,064,607 $ 34,421 $ 20,026,961 $(156,054,459) $ (17,928,470) See accompanying notes to the interim condensed consolidated financial statements. SERNOVA BIOTHERAPEUTICS INC. Interim Condensed Consolidated Statements of Cash Flows (In Canadian Dollars) (Unaudited) 4 Note Three months ended January 31, 2026 Three months ended January 31, 2025 Cash flows from operating activities Net loss $ (2,334,402) $ (5,695,317) Adjustments for items not affecting cash: Amortization and depreciation 4,431 47,662 Share-based compensation 7 403,730 723,455 Research collaboration advances recognized as cost recoveries – (35,153) Interest on lease liabilities – 18,978 Accretion and accrued interest expense 5,6 217,025 – Changes in non-cash working capital balances: Amounts receivable (2,954) (75,184) Prepaid expenses and other assets 61,153 (328,237) Accounts payable and accrued liabilities 4 604,129 516,711 Net cash used in operating activities (1,046,888) (4,827,085) Net cash provided by investing activities – – Cash flows from financing activities Proceeds from private placement of shares, net 7 1,358,105 – Research collaboration advances – 64,825 Lease liabilities payments – (42,450) Net cash provided by financing activities 1,358,105 22,375 Net increase (decrease) in cash 311,217 (4,804,710) Cash, beginning of period 265,004 6,012,274 Cash, end of period $ 576,221 $ 1,207,564 Supplemental cash flow disclosures: Income taxes paid $ 4,778 $ – Interest received $ – $ 24,492 See accompanying notes to the interim condensed consolidated financial statements. SERNOVA BIOTHERAPEUTICS INC. Notes to the Consolidated Financial Statements For the three months ended January 31, 2026 and 2025 (In Canadian Dollars) (Unaudited) 5 1. Nature of operations Sernova Biotherapeutics Inc. (the “Company”) is a publicly listed, clinical-stage biotechnology company focused on advancing regenerative medicine in the treatment of chronic diseases. The Company’s primary asset is its proprietary Cell Pouch, a bio-hybrid organ system which is designed to enhance the delivery of cell therapy to better replicate natural body functions. The Cell Pouch creates a vascularized, organ-like environment that promotes the longevity and functionality of therapeutic cells and ensures containment for retrievability. Effective February 4, 2025, the corporate name changed from Sernova Corp. to Sernova Biotherapeutics Inc. Sernova Biotherapeutics Inc. is governed under the British Columbia Business Corporations Act. The Company has operations in the United States and Canada and its common shares are listed on the Toronto Stock Exchange (the “Exchange”), the OTCQB Venture Market and on Xetra. 2. Basis of presentation (a) Statement of compliance These interim conden --- sed consolidated financial statements have been prepared in accordance with IFRS Accounting Standards (“IFRS”) and are in compliance with International Accounting Standard (“IAS”) 34 Interim Financial Reporting as issued by the International Accounting Standards Board (“IASB”). Accordingly, these interim condensed consolidated financial statements do not include all disclosures required for annual financial statements and should be read in conjunction with the Company’s annual consolidated financial statements for the year ended October 31, 2025. These interim condensed consolidated financial statements were approved and authorized for issue by the Company’s Audit Committee of the Board of Directors on March 13, 2026. (b) Basis of measurement These interim condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Sernova (US) Corp. The financial statements of the subsidiary are prepared for the same reporting period as the Company using consistent accounting policies. Intercompany transactions, balances and gains and losses on transactions between the Company and its subsidiary are eliminated. These interim condensed consolidated financial statements have been prepared on a historical cost basis, except for financial instruments classified at fair value through profit or loss, which are stated at their fair value, or at amortized cost. These interim condensed consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Company. (c) Going concern These consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has incurred losses and generated negative cashflows since inception. A net loss and comprehensive loss of $2,334,402 was incurred during the three months ended January 31, 2026 (2025 – $5,695,317). As at January 31, 2026, the Company had an accumulated deficit of $168,437,010 and a working capital deficit (current liabilities in excess of current assets) of $24,759,932. As at January 31, 2026, the working capital deficit included approximately $12.6 million of accounts payable which the Company expects will settle in equity. See Note 4 – Accounts payable and accrued liabilities. For the three months ended January 31, 2026, the Company generated negative cash flows from operations of $1,046,888 (2025 - $4,827,085). SERNOVA BIOTHERAPEUTICS INC. Notes to the Consolidated Financial Statements For the three months ended January 31, 2026 and 2025 (In Canadian Dollars) (Unaudited) 6 2. Basis of presentation (cont’d…) (c) Going concern (cont’d…) Until the Company’s products are approved and available for sale and profitable operations are developed, the Company’s liquidity requirements will be dependent on its ability to continue to secure additional funding to meet its financial obligations and to fund research and development expenditures. Failure to do so could have a material adverse effect on the Company’s financial condition. As a result, material uncertainty exists which may cast significant doubt on the Company’s ability to continue as a going concern and realize its assets and discharge its liabilities in the normal course of business. The Company expects to incur further losses in the development and commercialization of its proprietary Cell Pouch platform for the foreseeable future and forecasts that it will need to successfully complete additional financing ini --- tiatives in the near term to continue as a going concern and cover its planned research and development expenditures and financial obligations. The planned financing initiatives include equity financings, loans, or strategic alliances. While the Company has been successful in securing financing in the past, there can be no assurance that it will be able to secure financing in the future or that financing can be obtained on favourable terms. Failure to successfully raise additional funding or settle amounts payable would have a significant impact on the Company’s ability to continue its operations. Until sufficient financing is obtained, the Company has deferred and reduced planned expenditures. If the going concern assumption was not appropriate for these consolidated financial statements, then adjustments would be necessary to the carrying values of assets and liabilities, the reported expenses and the classifications used in the consolidated statements of financial position, which could be material. The consolidated financial statements do not include adjustments that would be necessary if the going concern assumption was not appropriate. After the reporting period, the Company completed various financings, including: a non-brokered private placement for gross proceeds of $846,816; an advance of $1.5 million from a Director for convertible debenture financing, subject to TSX approval; and entered into a subscription agreement with the same Director for $4.0 million in equity financing which is subject to shareholder approval and will be used to retire the Company’s loan payable. See Note 13 – Events After the Reporting Period. (d) Use of significant estimates and judgments In preparing these interim condensed consolidated financial statements, the significant judgements made by management in applying the Company’s accounting policies and key sources of estimation uncertainty were the same as those applied to the audited consolidated financial statements for the year ended October 31, 2025. SERNOVA BIOTHERAPEUTICS INC. Notes to the Consolidated Financial Statements For the three months ended January 31, 2026 and 2025 (In Canadian Dollars) (Unaudited) 7 3. Material accounting policies The Company’s material accounting policies are outlined in the Company’s audited consolidated financial statements for the year ended October 31, 2025, and have been applied consistently in these interim condensed consolidated financial statements. (a) New accounting standards and interpretations issued but not yet effective IFRS 18 Presentation and Disclosure in Financial Statements In April 2024, the IASB issued IRFS 18 Presentation and Disclosure in Financial Statements which replaces IAS 1 Presentation of Financial Statements. IFRS 18 introduces new requirements on presentation within the statement of profit or loss, including specified totals and subtotals. It also requires disclosure of management-defined performance measures and includes new requirements for aggregation and disaggregation of financial information based on the identified roles of the primary financial statements and the notes. IFRS 18 and the amendments to the other standards are effective for annual periods beginning on or after January 1, 2027, with early application permitted. IFRS 18 applies retrospectively to both annual and interim financial statements. The Company is assessing the impact of adopting this standard on the consolidated financial statements. 4. Accounts payable an --- d accrued liabilities January 31, 2026 October 31, 2025 Trade and other payables $ 5,414,013 $ 5,160,303 Accrued liabilities 1,429,468 1,881,537 Due to related parties (Note 8) 2,222,211 1,517,501 $ 9,065,692 $ 8,559,341 On September 30, 2025, the Company entered into an agreement with a vendor to settle $12,508,057 of amounts payable in equity which is included in accounts payable to be settled in equity on the statement of financial position. In consideration for the settlement of debt, the Company will issue 65,831,880 units at $0.19 per unit. Each unit is comprised of one preferred share, one half-warrant with an exercise price of $0.25 exercisable for 24 months and one half-warrant with an exercise price of $0.30 exercisable for 36 months. Each full warrant is exercisable for one preferred share at a price of $0.25 or $0.30, respectively. The exercise period of the $0.25 warrants and the $0.30 warrants is subject to acceleration on 30 days notice to the warrant holder in the event that the -day volume weighted average price of the Company’s common shares exceeds $0.40 and $0.50 per share, respectively. The debt settlement transaction must be completed by April 30, 2026 and is subject to shareholder and Toronto Stock Exchange approval. The Company entered into agreements with certain Executive Officers to settle $97,778 of amounts payable in equity which is included in accounts payable to be settled in equity on the statement of financial position. See Note 8 – Related party transactions. In consideration for the settlement of debt the Company will issue 514,622 units at $0.19 per unit. Each unit is comprised of one common share, one half-warrant with an exercise price of $0.25 exercisable for 24 months and one half-warrant with an exercise price of $0.30 exercisable for 36 months. Each full warrant is exercisable for one common share at a price of $0.25 or $0.30, respectively. The exercise period of the $0.25 warrants and the $0.30 warrants is subject to acceleration on 30 days notice to the warrant holder in the event that the 5-day volume weighted average price of the Company’s common shares exceeds $0.40 and $0.50 per share, respectively. The debt settlement transaction is subject to shareholder and Toronto Stock Exchange approval. SERNOVA BIOTHERAPEUTICS INC. Notes to the Consolidated Financial Statements For the three months ended January 31, 2026 and 2025 (In Canadian Dollars) (Unaudited) 8 5. Loan payable The Company is indebted to Navigate Private Yield Fund LP III, a fund managed by Fraser Mackenzie Private Credit Inc. The loan was issued on April 16, 2025 for a principal amount of $4,000,000 and has a minimum fixed interest payable of $400,000 for the first six months and bears interest at 14.25% per annum thereafter. The loan principal is due on the maturity date, and interest is due and payable monthly. The loan is secured against the assets of the Company and Company’s US subsidiary as well as against the assets of a member of the Company’s Board of Directors. The original term of the loan considered a maturity date on the earlier of April 16, 2026, or the later of 120 days from the closing date of the loan and ten days following the occurrence of certain specified monetization transactions. In October 2025, the loan agreement was amended to remove the repayment condition upon a monetization transaction so that the repayment date is the maturity date which is 12 months from the issue date, on April 16, 2026, and to inc --- rease the interest rate following the fixed interest period from 14.25% per annum to 15.25% per annum. In addition, the Company has the option to prepay the principal without penalty or bonus at anytime, except if the prepayment occurs in the first six months of the loan, the Company will still be required to pay the minimum fixed interest of $400,000. The option to prepay is accounted for as a separate financial instrument with changes in fair value recognized in the statements of operations and comprehensive loss. The initial value of the option to prepay was $nil for the first six months of the loan term due to the minimum fixed interest payable of $400,000. The option to prepay will be revalued subsequent to the minimum fixed interest payable period using an interest rate differential between the interest rate of the loan and the market rate of a similar loan without an option to prepay. As of January 31, 2026, the value of option to prepay is $nil and no amounts have been recognized in the statements of operations and comprehensive loss. In consideration for the guarantee and assumption of liability, the Company granted a member of the Board of Directors 9,000,000 common share purchase warrants, see Note 8 – Related party transactions. Each warrant is exercisable, once vested, at a price of $0.20 per share for a term of 36 months. On the closing of the loan, 4,000,000 warrants vested and the remaining 5,000,000 will vest in monthly increments of 833,333 beginning after six months, only while the loan remains outstanding. The value of the guarantee was determined to be $340,200 using a Black- Scholes pricing model, of which $151,200 was recognized as a transaction cost and recorded against the debt and $189,000 will be recognized over the term of the loan within finance costs in the statement of operations and comprehensive loss. Total issue costs of $447,877, inclusive of the guarantee value of $151,200, were incurred and are recorded against the carrying value of the loan. Interest expense and issue costs accrete on the discounted loan amount until it reaches its face value at maturity. As at January 31, 2026, the carrying value of the loan payable was $3,864,073. SERNOVA BIOTHERAPEUTICS INC. Notes to the Consolidated Financial Statements For the three months ended January 31, 2026 and 2025 (In Canadian Dollars) (Unaudited) 9 6. Convertible debentures Balance outstanding, October 31, 2025 $ 1,043,533 Accretion expense 35,835 Balance outstanding, January 31, 2026 $ 1,079,368 As of January 31, 2026, the Company has the following unsecured convertible debentures outstanding with a Director of the Company, see Note 8 – Related party transactions: i) $1,000,000, bearing interest at a rate of 15% per annum payable annually in arrears, in cash or common shares at the option of the Company. The debenture is repayable in 24 months on March 4, 2027, and has a conversion price of $0.20 per share. A total of 5,000,000 non-transferable common share purchase warrants were issued as part of the offering with each warrant being exercisable into a common share at a price of $0.20 per share for 36 months. As at January 31, 2026, the carrying value of the debenture was $860,607; ii) $100,000, bearing interest at a rate of 12% per annum payable annually in arrears, in cash or common shares at the option of the Company. The debenture is repayable in 24 months on July 7, 2027, and has a conversion price of $0.15 per share. A total of 666,667 non-transf --- erable common share purchase warrants were issued as part of the offering with each warrant being exercisable into a common share at a price of $0.25 per share for 36 months. As at January 31, 2026, the carrying value of the debenture was $73,744; iii) $100,000, bearing interest at a rate of 12% per annum payable annually in arrears, in cash or common shares at the option of the Company. The debenture is repayable in 24 months on July 21, 2027, and has a conversion price of $0.15 per share. A total of 666,667 non-transferable common share purchase warrants were issued as part of the offering with each warrant being exercisable into a common share at a price of $0.25 per share for 36 months. As at January 31, 2026, the carrying value of the debenture was $73,194; and iv) $100,000, bearing interest at a rate of 10% per annum payable annually in arrears, in cash or common shares at the option of the Company. The debenture is repayable in 24 months on September 2, 2027, and has a conversion price of $0.15 per share. A total of 666,667 non-transferable common share purchase warrants were issued as part of the offering with each warrant being exercisable into a common share at a price of $0.25 per share for 36 months. As at January 31, 2026, the carrying value of the debenture was $71,823. The Company has the option to redeem and repay the convertible debt at any time after 12 months following the issue date at a redemption premium of 2% of the principal amount called for redemption. No finder’s fees or finder’s warrants were paid or issued, respectively, in connection with these offerings. The convertible debentures and warrants, and any securities into which they may be exchanged or converted, are subject to a four month hold period in accordance with applicable securities regulations. The liability component of each convertible debenture was initially recognized at the fair value of a comparable liability without an equity conversion option and related warrant issuance (before issue cost allocation) based on future cash flows discounted at the estimated market interest rate of 30%. The residual values of the gross proceeds were allocated to the conversion options based on the difference between the fair value of the compound financial instrument as a whole and the fair value of the liability component and to the warrants based on their relative fair value. Accretion of interest on the liability components and accrued interest expense on the convertible debentures are included in finance costs in the statements of loss and comprehensive loss. SERNOVA BIOTHERAPEUTICS INC. Notes to the Consolidated Financial Statements For the three months ended January 31, 2026 and 2025 (In Canadian Dollars) (Unaudited) 10 7. Share capital (a) Authorized Unlimited number of common shares and preferred shares, without par value. (b) Share capital changes During the three months ended January 31, 2026, the Company: i) issued 3,843,750 units at $0.16 per unit for gross proceeds of $615,000, before deducting cash offering costs of $22,628 in a non-brokered private placement. Each unit comprises one common share of the Company and one common share purchase warrant with each common share purchase warrant exercisable for one common share at a price of $0.40 per common share for 36 months. The common share purchase warrants have a fair value of $76,875 as determined using the residual fair value method. Non-cash offering costs include the issuance of 105,000 compens --- ation warrants with a fair value of $105. The fair value of compensation warrants was determined using the Black-Scholes model based on an exercise price of $0.40 per common share, expected life of three years, volatility of 30% and a risk-free rate of 2.5%. After the reporting period, the Company amended the terms of the common share purchase warrants so that each common share purchase warrant is exercisable for one common share at a price of $0.25 per common share for 36 months, subject to acceleration if the 5-day volume-weighted average trading price exceeds $0.50. See Note 13 – Events after the reporting period. The amendment to the terms of the common share purchase warrants does not impact their initial fair value which is determined under the residual fair value method; and ii) issued 5,382,334 units at $0.15 per unit for gross proceeds of $807,350, before deducting cash offering costs of $41,617 in a non-brokered private placement. Each unit comprises one common share of the Company and one common share purchase warrant. Each common share purchase warrant will be exercisable for one common share at a price of $0.25 per common share for 36 months and is subject to acceleration of the exercise period in the event that the 5-day volume weighted average price of the Company’s common shares exceeds $0.50. No fair value has been assigned to the common share purchase warrants under the residual fair value method. Non-cash offering costs include the issuance of 185,880 compensation warrants with a fair value of $2,467. The fair value of compensation warrants was determined using the Black-Scholes model based on an exercise price of $0.25 per common share, expected life of three years, volatility of 30% and a risk-free rate of 2.7%. During the three months ended January 31, 2025, the Company issued 3,160,000 common shares upon the equity settlement of DSUs. (c) Warrants Warrant activity during the three months ended January 31 was as follows: 2026 2025 Number of warrants Weighted average exercise price Number of warrants Weighted average exercise price Balance outstanding, beginning of period 41,421,231 $ 0.27 21,257,050 $ 0.30 Issued in a private placement 9,226,084 0.31 – – Compensation warrants issued in a private placement 290,880 0.30 – – Balance outstanding, end of period 50,938,195 $ 0.28 21,257,050 $ 0.30 SERNOVA BIOTHERAPEUTICS INC. Notes to the Consolidated Financial Statements For the three months ended January 31, 2026 and 2025 (In Canadian Dollars) (Unaudited) 11 7. Share capital (cont’d…) (c) Warrants (cont’d…) As of January 31, 2026, outstanding warrants expire between March 3, 2026 and January 30, 2029. After the reporting period, the Company amended the terms of 19,977,050 common share purchase warrants issued in a private placement offering on September 3, 2024 with an expiry date of March 3, 2026 to extend the term by one-year so the expiry is March 3, 2027. See Note 13 – Events after the reporting period. (d) Incentive plan The Company has an Incentive Plan that was last approved by shareholders on January 10, 2025. Under the Incentive Plan, the Board of Directors may grant stock options to directors, officers, employees or consultants of the Company and deferred share units to directors and officers of the Company. The total number of common shares authorized for issuance under the Incentive Plan is 51,285,001. The remaining balance available for grant under the Incentive Plan as of January 31, 2026 is 15,262,900 wh --- ich is reserved for the issuance of stock options. Options granted under the Incentive Plan have a term of up to ten years from the date of grant. The vesting schedule of all granted options is determined at the discretion of the Board of Directors and typically vest quarterly or annually over periods of up to four years. During the year ended October 31, 2024, 3,036,126 performance-based stock options were granted that are estimated to vest by the third quarter of 2026 and only upon achievement of predetermined performance criteria. The exercise price of any stock options granted is no less than the price pursuant to the policies of the Toronto Stock Exchange. Stock option activity during the three months ended January 31 was as follows: 2026 2025 Number of options Weighted average exercise price Number of options Weighted average exercise price Balance outstanding, beginning of period 32,609,840 $ 0.29 43,080,158 $ 0.53 Granted – – 250,000 0.25 Forfeited – – (10,707) (0.40) Expired (115,005) (1.11) (15,553,818) (0.83) Balance outstanding, end of period 32,494,835 $ 0.29 27,765,633 $ 0.36 Options exercisable, end of period 11,976,288 $ 0.33 4,253,077 $ 0.79 Stock options outstanding by range of exercise prices as at January 31, 2026 are set forth below: Range of exercise prices Number outstanding Weighted average remaining contractual life (years) Weighted average exercise price Number exercisable Weighted average exercise price $ 0.21 to $ 0.25 8,398,612 8.0 $ 0.25 3,609,862 $ 0.25 $ 0.26 to $ 0.31 23,192,473 8.6 0.26 7,497,676 0.27 $ 0.87 to $ 1.32 903,750 4.3 1.18 868,750 1.18 $ 0.21 to $ 1.32 32,494,835 8.3 $ 0.29 11,976,288 $ 0.33 SERNOVA BIOTHERAPEUTICS INC. Notes to the Consolidated Financial Statements For the three months ended January 31, 2026 and 2025 (In Canadian Dollars) (Unaudited) 12 7. Share capital (cont’d…) (d) Incentive plan (cont’d…) The Black-Scholes option pricing model was used to estimate fair value for the purpose of recording share-based compensation expense. Historical data was used to estimate the expected dividend yield and volatility of the Company’s common shares in determining the fair value of the stock options. The risk-free interest rate was based on the Government of Canada benchmark bond yield rates in effect at the time of grant and the expected life of the options represents the estimated length of time the options are expected to remain outstanding. For the stock options granted during the three months ended January 31, share-based compensation expense was determined based on the fair value of the stock options on the grant date using the Black-Scholes option pricing model using the following weighted average assumptions: 2026 2025 Dividend yield – 0% Expected volatility – 82.9% Risk free interest rate – 3.0% Expected life of options – 5.9 years No stock options were issued in the three months ended January 31, 2026. For the three months ended January 31, 2025, the Company issued stock options with weighted average grant date fair values of $0.13 per stock option. The Incentive Plan allows for the issuance of DSUs to directors and officers of the Company and settlement in the form of a cash payment or issuance of shares after the DSU holder leaves the Company. Since the method of settlement of the DSUs is at the discretion of the Company, it has been accounted for as an equity-settled plan. During the three months ended January 31, 2026, no DSUs were equity settled (2025 – 3,160,000). There were --- no DSUs granted or cancelled during the three months ended January 31, 2026 and 2025. As at January 31, 2026, 1,285,001 DSUs were outstanding (October 31, 2025 – 1,285,001) of which 1,285,001 had vested (October 31, 2025 – 1,285,001). 8. Related party transactions The key management personnel of the Company are the Directors, Executive Officers and Vice Presidents. Generally, amounts due to related parties, including amounts due to key management personnel, are unsecured, interest free and settlement generally occurs in cash. The Company has the following debt and repayment arrangements with key management personnel beyond ordinary course operations: i) convertible debentures with a Director, and the same Director is the guarantor of the Company’s loan payable. See Note 5 – Loan payable and Note 6 – Convertible debentures; ii) unsecured debt to the same Director, who guarantees the loan payable, of $86,269 with $6,605 of related interest payable which will be settled in cash and is recorded in accounts payable and accrued liabilities at January 31, 2026; and iii) $1,379,448 of salaries and fees payable to Executive Officers bearing interest at a rate of 12% per annum payable upon settlement which takes place upon the occurrence of specified financial milestones. The salaries and fees payable to Executive Officers includes $97,778 which will be settled in equity, see Note 4 – Accounts payable and accrued liabilities. At January 31, 2026, amounts due to key management personnel included in accounts payable and accrued liabilities and accounts payable to be settled in equity was $2,319,989 (October 31, 2025 – $1,517,501). SERNOVA BIOTHERAPEUTICS INC. Notes to the Consolidated Financial Statements For the three months ended January 31, 2026 and 2025 (In Canadian Dollars) (Unaudited) 13 8. Related party transactions (cont’d…) Compensation to key management personnel for the reporting period: Three months ended January 31, 2026 2025 Personnel costs $ 754,114 $ 777,765 Director fees 81,250 54,098 Share-based compensation 311,719 687,831 $ 1,147,083 $ 1,519,694 9. Nature of expenses Research and development expenses Three months ended January 31, 2026 2025 Personnel costs $ 179,913 $ 554,509 Research and clinical development 162,424 1,647,842 Manufacturing costs – 170,551 Patent fees and other costs 17,034 164,695 Amortization and depreciation 4,431 40,433 Share-based compensation - options 70,347 75,529 434,149 2,653,559 Grants, contributions and tax credits – (65,153) Total research and development expenses $ 434,149 $ 2,588,406 General and administrative expenses Three months ended January 31, 2026 2025 Personnel costs $ 640,022 $ 607,191 Consulting and professional fees 194,915 271,243 Director fees and expenses 81,250 54,539 Investor relations and corporate communications 265,905 334,370 Public company expenses 67,588 94,403 Insurance and other costs 97,808 194,953 Depreciation – 7,229 Share-based compensation - DSUs – 2,853 Share-based compensation - options 333,383 645,073 Total general and administrative expenses $ 1,680,871 $ 2,211,854 SERNOVA BIOTHERAPEUTICS INC. Notes to the Consolidated Financial Statements For the three months ended January 31, 2026 and 2025 (In Canadian Dollars) (Unaudited) 14 10. Commitments and contingencies The Company was previously awarded a US$2.45 million ($3.32 million) grant under an agreement with Breakthrough T1D (formerly JDRF) that supports its Phase 1/2 clinical trial of Sernova’s Cell Pouch for trea --- tment of patients with type 1 diabetes. Pursuant to the agreement, the Company has committed to perform certain clinical trial activities and to use commercially reasonable efforts to introduce a diabetes product into the US market. All milestone achievements under this agreement have been reached and the full amount of the grant has been earned. The Company is required to pay royalties to Breakthrough T1D as a percentage of any future net sales received from such diabetes product or in certain future license or disposition transactions up to a maximum of four times the aggregate amount of Breakthrough T1D grant funding received. A bonus amount equal to the total amount of grant funding received is also payable to Breakthrough T1D on two aggregate net sales thresholds if they are achieved. Given the early and inconclusive stage of development of the diabetes product, the royalty is not probable at this time and therefore no liability has been recorded. The Company has a strategic partnership with Evotec for the development and commercialization of an iPSC-based beta cell replacement therapy (“iPSC Program”) with the goal to provide an unlimited insulin-producing cell source to treat patients with insulin-dependent diabetes. The Company has committed to make future development milestone and royalty payments to Evotec contingent on the occurrence of certain events, including the Company’s exercise of the option, as set forth in the collaboration agreement (the “Evotec Agreement”). Under the terms of the Evotec Agreement, the preclinical development program will be jointly funded up to IND submission with the Company’s share of costs being 75% and Evotec’s share being 25%. There are significant future development costs expected under the agreement. The Evotec Agreement is cancellable by the Company with notice, subject to certain terms and conditions. The amount of joint iPSC Program costs originally incurred by Evotec and subsequently recharged to the Company was recorded in research and development expenses, and the reimbursement of iPSC Program costs originally incurred by the Company was recorded as a reduction of research and development expenses. The Company enters into contracts in the normal course of business, including for research and development activities, consulting and other services. As at January 31, 2026, the Company has commitments totaling approximately $3.6 million, of which approximately $1.5 million is expected to be paid over the next twelve months. These contracts are cancellable by the Company with notice. The Company has entered into research collaboration agreements with strategic partners in the ordinary course of operations that may include contractual milestone payments related to the achievement of pre-specified research, development, regulatory and commercialization events and indemnification provisions, which are common in such agreements. Pursuant to the agreements, the Company is obligated to make research and development and regulatory milestone payments upon the occurrence of certain events and royalty payments based on net sales. The maximum amount of potential future indemnification could be unlimited, however, the Company currently holds commercial and product liability insurance that limits the Company’s liability and may enable it to recover a portion of any future amounts paid. Historically, the Company has not made any indemnification payments under such agreements and believes that the fair val --- ue of these indemnification obligations is minimal. Accordingly, the Company has not recognized any liabilities relating to indemnification obligations. 11. Net loss per share Basic net loss per share is calculated by dividing the net loss by the weighted average number of shares outstanding during the reporting period. The effect of any potential exercise of stock options and common share purchase warrants and settlement of DSUs and convertible debentures has been excluded from the calculation of diluted loss per share as they would be anti-dilutive. SERNOVA BIOTHERAPEUTICS INC. Notes to the Consolidated Financial Statements For the three months ended January 31, 2026 and 2025 (In Canadian Dollars) (Unaudited) 15 12. Financial instruments Financial risk factors The Company’s risk exposures and impact on the Company’s financial instruments are summarized below: (a) Credit risk Credit risk is the risk of loss to the Company if a counterparty to a financial instrument fails to meet its contractual obligations. The Company’s credit risk is primarily attributable to cash, in excess of insured amounts, held or invested at financial institutions including Canadian chartered banks and financial service firms. Management actively reviews the risk of the financial institutions and or the counterparty to the underlying financial instruments held failing to meet its obligations and adjusts expected credit losses if and when any undue risk is identified. Amounts receivable at January 31, 2026 are primarily composed of amounts due from Canadian federal government agencies and full collection is expected for all amounts. (b) Liquidity risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. The Company is a development stage company and is reliant on external fundraising to support its operations. Once funds have been raised, the Company manages its liquidity risk by investing its cash resources in high interest savings accounts or marketable securities to provide regular cash flow for its operations and monitoring actual and projected cash flows. As at January 31, 2026, the Company had a working capital deficit of $24,759,932 which includes $12,605,835 expected to be settled in equity, see Note 4 – Accounts payable and accrued liabilities. Additional financing is required for the Company to meet its short-term financial obligations, see Note 2(c) – Going concern. (c) Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company holds its cash in bank accounts and manages its interest rate risk by holding cash in high yield savings accounts or highly liquid short-term investments. Interest income is not significant to the Company’s projected operational budget and rate fluctuations are not significant to the Company’s risk assessment. The convertible debentures and loan payable have fixed rates of interest. (d) Foreign currency risk Foreign currency risk is the risk that future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to foreign currency risk on fluctuations in foreign exchange rates for any cash, amounts receivable, accounts payable and accrued liabilities, and grant contributions that are denominated in foreign currencies. The Company’s foreign currency risk is primarily related to US --- dollar denominated expenses and accounts payable and accrued liabilities. Fluctuations in the US dollar exchange rate could have a significant impact on the Company’s results. Assuming all other variables remain constant, a 10% depreciation or appreciation of the Canadian dollar against the US dollar would result in an increase or decrease in loss and comprehensive loss for the three months ended January 31, 2026 of $657,164 (October 31, 2025 – $ 643,063). Balances in US dollars are as follows: As at January 31, 2026 As at October 31, 2025 Cash $ 876 $ 117 Amounts receivable – – Accounts payable and accrued liabilities (4,846,502) (4,587,524) $ (4,845,626) $ (4,587,407) SERNOVA BIOTHERAPEUTICS INC. Notes to the Consolidated Financial Statements For the three months ended January 31, 2026 and 2025 (In Canadian Dollars) (Unaudited) 16 13. Events after the reporting period In March 2026, the Company: i) amended the terms of 19,997,050 warrants that we issued pursuant to a private placement unit offering on September 3, 2024 which were set to expire on March 3, 2026. The warrants were amended to extend the expiry date by one year to March 3, 2027; ii) amended the terms of 5,571,250 warrants that were issued pursuant to a private placement unit offering in October and November 2025 with an exercise price of $0.40 and a term of 36 months. The warrants were amended to amend the exercise price to $0.25 and include a provision to allow the Company to accelerate the expiry date if the 5-day volume-weighted average trading price exceeds $0.50; iii) issued 5,645,439 units at $0.15 in a non-brokered private placement financing for gross proceeds of $846,816. Each unit was comprised of one common share of the Company and one common share purchase warrant. Each common share purchase warrant is exercisable for one common share at a price of $0.25 per common share for 36 months, subject to acceleration. As part of the private placement, 7,000 compensation warrants with the same terms as the unit warrants were issued; iv) issued $1,500,000 of convertible debentures to a Director of the Company. The debenture is repayable in six months, unless earlier converted or redeemed. The holder has the right to convert the principal amount into common shares of the Company at a conversion price of $0.15 per share. Interest on the debenture at an annual rate of 10% is payable monthly on the 15th of each month, in cash or common shares at the option of the Company. In conjunction with the issuance of the debenture, 10,000,000 non-transferable share purchase warrants were issued with each warrant being exercisable into one common share at a price of $0.25 per share for 36 months, subject to acceleration provisions. The debenture funds have been advanced and the Company will close this transaction immediately upon TSX acceptance; and v) entered into a subscription agreement with a Director of the Company for $4.0 million in equity financing consisting of 26,666,667 units at $0.15 per unit and will be used to retire the secured loan payable. Each unit is comprised of one common share of the Company and one common share purchase warrant exercisable at $0.20 for 36 months, subject to acceleration provisions. The close of this transaction is subject to shareholder approval at the annual general meeting of shareholders.