Immunoprecise(IPA) - 2025 Q4 - Annual Report

INTRODUCTION This section introduces ImmunoPrecise Antibodies Ltd. (IPA) and its consolidated subsidiaries, clarifying that the report uses Canadian dollars and IFRS, and includes disclaimers regarding forward-looking statements, market data, and the company's status as an 'emerging growth company' and 'foreign private issuer', also defining non-IFRS measures SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This section highlights that the Annual Report contains forward-looking statements reflecting management's expectations, which involve significant risks, assumptions, and uncertainties, cautioning readers not to place undue reliance on these statements - The Annual Report contains forward-looking statements reflecting management's expectations for future growth, operations, and business prospects, which are subject to significant risks and uncertainties[16][17] - Key risks include negative operating cash flow, liquidity and future financing needs, potential going concern issues, and the inability to remediate material weaknesses in financial reporting[17][40][41] - Other risks encompass the success of strategic alliances, potential litigation, intellectual property protection, competitive industry conditions, and dependence on key personnel[17][42][47][68] STATUS AS AN EMERGING GROWTH COMPANY ImmunoPrecise Antibodies Ltd. is classified as an 'emerging growth company' under the JOBS Act, providing exemptions from certain SEC reporting requirements until specific thresholds are met or five years after its first equity securities sale - The Company is an 'emerging growth company' as defined in Section 3(a) of the Exchange Act by the JOBS Act[20] - This status grants exemptions from various reporting requirements, including the auditor attestation report on management's assessment of internal controls over financial reporting[21][101] - The 'emerging growth company' status will continue until the earliest of reaching $1,235,000,000 in annual gross revenues, the fifth anniversary of its first equity securities sale, issuing over $1,000,000,000 in non-convertible debt, or becoming a 'large accelerated filer'[20][100] FOREIGN PRIVATE ISSUER FILINGS As a 'foreign private issuer,' ImmunoPrecise Antibodies Ltd. is exempt from certain U.S. Exchange Act rules, filing annual financial statements on Form 20-F and quarterly on Form 6-K, which may provide less information than U.S. domestic issuers - The Company is considered a 'foreign private issuer,' exempt from certain Exchange Act rules, including proxy solicitation requirements and Section 16 reporting for officers, directors, and principal shareholders[26][91] - Annual financial statements are filed on Form 20-F and quarterly statements on Form 6-K, which may offer less information than U.S. domestic issuers[26][92] - Losing 'foreign private issuer' status would necessitate compliance with more detailed and extensive U.S. domestic issuer reporting requirements, potentially increasing regulatory and compliance costs[27][94] NON-IFRS MEASURES This section clarifies that the Annual Report includes non-IFRS financial measures, such as 'adjusted EBITDA' and 'adjusted operating expenses,' used by management to provide a deeper understanding of the company's core operating results - The Annual Report includes non-IFRS measures like 'adjusted EBITDA' and 'adjusted operating expenses' to complement IFRS measures and provide further understanding of operating results from management's perspective[29][243] - These non-IFRS measures are not recognized under IFRS, lack standardized meanings, and are unlikely to be comparable to similar measures from other companies[29][243] PART I ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS This item is explicitly marked as 'Not applicable,' indicating that information regarding the identity of directors, senior management, and advisers is not provided in this specific section of the report - This item is explicitly stated as 'Not applicable'[31] ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE This item is explicitly marked as 'Not applicable,' indicating that no offer statistics or expected timetable details are provided in this section of the report - This item is explicitly stated as 'Not applicable'[32] ITEM 3. KEY INFORMATION This section covers key information, including a detailed discussion of risk factors that could materially and adversely affect the company's business, financial condition, or results of operations - Numerous and varied risks, known and unknown, may prevent the company from achieving its goals, potentially affecting business, financial condition, and results of operations, leading to a decline in security prices[36] A. Reserved This sub-item is explicitly marked as 'Reserved,' indicating no content is provided for this section - This sub-item is explicitly stated as 'Reserved'[33] B. Capitalization and Indebtedness This sub-item is explicitly marked as 'Not applicable,' indicating that no information on capitalization and indebtedness is provided in this specific section - This sub-item is explicitly stated as 'Not applicable'[34] C. Reasons for the Offer and Use of Proceeds This sub-item is explicitly marked as 'Not applicable,' indicating that no information on reasons for the offer and use of proceeds is provided in this specific section - This sub-item is explicitly stated as 'Not applicable'[35] D. Risk Factors The company faces significant risks including negative operating cash flows and a need for additional capital, challenges in strategic alliances, and exposure to litigation and regulatory proceedings, alongside intellectual property and competitive threats - The company has negative cash flow from operating activities and historically incurred net losses, lacking sufficient cash reserves for one year of operations and future growth, necessitating additional financing which may not be available[37][38][40] - Management identified a material weakness due to insufficient resources for identifying, evaluating, and addressing complex technical accounting issues, which could impact financial reporting[41][460] - Success depends on obtaining, protecting, and enforcing patents on technology and products, with risks including challenges to patents, failure of applications, and competitors developing similar technology not covered by patents[47][48] - The company faces intense competition from other CROs, pharmaceutical, and biotechnology companies, many with greater resources, and the industry's rapid technological innovation means products, services, and expertise may become obsolete[52][73] - As a foreign private issuer, the company is exempt from certain U.S. federal securities laws, which may provide less information to shareholders than U.S. domestic issuers, and losing this status would increase regulatory and compliance costs[91][92][94] - The company may be classified as a 'passive foreign investment company' (PFIC) for U.S. federal income tax purposes, which could result in adverse tax consequences for U.S. Holders, including ordinary income treatment and interest charges on gains or excess distributions[102][104][388] ITEM 4. INFORMATION ON THE COMPANY This section provides comprehensive information about ImmunoPrecise Antibodies Ltd., detailing its history, business operations, organizational structure, and property, plants, and equipment A. History and Development of the Company ImmunoPrecise Antibodies Ltd. was incorporated in British Columbia in 2016, focusing on organic growth and strategic acquisitions, with key developments including partnerships, funding activities, and advancements in AI-driven platforms - The Company was incorporated on September 2, 2016, in British Columbia and its Common Shares are listed on Nasdaq under the symbol 'IPA'[116][117] - In FY2023, Talem entered a multi-target license agreement with OmniAb, Inc. for immuno-oncology targets, and BioStrand collaborated with BriaCell Therapeutics Corp. for anti-cancer antibody design, discovery, and development[121][122] - In FY2024, the Company closed a U.S.$1.265 million underwritten public offering and entered into an At-The-Market (ATM) Offering Agreement for up to U.S.$60 million in Common Shares, selling 629,240 shares for $1.8 million net proceeds[126][128][254][258] - In FY2024, the Company introduced an AI-driven rapid therapeutic screening platform and BioStrand launched its integrated platform and a RAG-based Large Language Model platform, leveraging patented HYFT Technology[132][133][134][135] - In FY2025, the Company announced clinical progress with rabbit monoclonal antibodies, entered a Material Transfer and Evaluation Agreement with Biotheus Inc. for a therapeutic antibody asset, and launched an AI-powered pipeline of therapeutics, including new GLP-1 therapies[141][142][144][145] - Lab expansion at Victoria, BC, began in FY22024 and continued into FY2025, expected completion in early 2026, funded by leasehold improvement credits, internal funding, and potential financing proceeds[164][165] B. Business Overview ImmunoPrecise Antibodies Ltd. is an AI-driven biotherapeutic research and technology firm, integrating in silico and wet lab methodologies for novel drug and biologic discovery and development, with CRO services accounting for 100% of revenue - IPA is a leading AI-driven biotherapeutic research and technology firm, proficient in both in silico and wet lab methodologies, focusing on novel drug and biologic discovery and development[166] - The company's CRO services accounted for 100% of its revenue in fiscal 2025 and 2024[175] Key CRO Services | Service | Details | | :--- | :--- | | B cell Select™ | Offers species-agnostic B cell services for antibody screening, facilitating faster and deeper analysis | | Phage Display | Builds custom immune libraries from multiple species or selects antigen-specific recombinant antibody fragments from proprietary human or llama libraries | | DeepDisplay™ | Combines transgenic animal platforms (e.g., Ligand's OmniAb®) with IPA's custom phage display antibody selection | | Abthena™ Bispecifics | Integrates with Artemis Intelligence Metadata (AIM) for rapid algorithmic outputs in therapeutic antibody optimization, stability, affinity, and manufacturability | | LucinaTech™ Humanization | Provides robust and efficient antibody humanization service, retaining affinity and specificity through in silico modeling | | Affinity Maturation | Improves antibody affinities using strategies like gene shuffling and random mutagenesis | | Immunization, hybridoma, sequencing | Offers various immunization methods (Rapid Prime™, DNA, cell-based), electro-fusion, hybridoma generation, and high-throughput screening | | rPEx™ protein manufacturing | Provides large-scale production of recombinant mammalian proteins and antibodies for research and non-clinical applications | | Cell line development | Offers stable cell line development services (non-GMP) of target proteins or antibodies using proprietary vectors | Revenue by Region (in thousands CAD$) | Revenue by Region | 2025 | 2024 | 2023 | | :---------------------- | :----- | :----- | :----- | | United States of America | 12,614 | 12,556 | 9,365 | | Europe | 10,178 | 10,867 | 9,450 | | Canada | 234 | 389 | 618 | | Australia | 896 | 482 | 630 | | Other | 598 | 224 | 602 | | | 24,520 | 24,518 | 20,665 | - The market for therapeutic antibodies is expected to generate U.S.$428 billion by 2029, growing at an 11.2% CAGR, driven by increasing R&D expenditures, innovative platforms, and demand for revolutionary therapies[182][183] - The company has trademarked its HYFT®, LENS.ai®, B cell Select®, rPEx®, Rapid Prime®, DeepDisplay™, NonaVac®, Abthena®, Artemis®, LucinaTec®, and ImmunoProtect® technologies and filed patent applications for HYFT technology and therapeutic assets[196] C. Organizational Structure The company's organizational structure consists of ImmunoPrecise Antibodies Ltd. as the parent company, with several wholly-owned direct and indirect subsidiaries across Canada, the United States, Belgium, and the Netherlands - All listed subsidiaries are wholly owned by ImmunoPrecise Antibodies Ltd[206] Wholly-Owned Subsidiaries | Name of Subsidiary | % Equity Interest - April 30, 2025, 2024 and 2023 | Country of Incorporation | Functional Currency | | :------------------------------------ | :------------------------------------------------ | :----------------------- | :------------------ | | ImmunoPrecise Antibodies (Canada) Ltd. | 100% | Canada | Canadian dollar | | ImmunoPrecise Antibodies (USA) Ltd. | 100% | USA | US dollar | | ImmunoPrecise Antibodies (N.D.) Ltd. | 100% | USA | US dollar | | ImmunoPrecise Antibodies (MA) LLC | 100% | USA | US dollar | | Talem Therapeutics LLC | 100% | USA | US dollar | | ImmunoPrecise Netherlands B.V. | 100% | Netherlands | Euro | | ImmunoPrecise Antibodies (Europe) B.V. | 100% | Netherlands | Euro | | BioStrand B.V. | 100% | Belgium | Euro | | Idea Family B.V. | 100% | Belgium | Euro | | BioKey B.V. | 100% | Belgium | Euro | | BioClue B.V. | 100% | Belgium | Euro | D. Property, Plants and Equipment The company operates from leased premises across six global locations for AI research, preclinical antibody drug discovery, and protein production, with lease expiry dates ranging from monthly to December 2033 - The company does not own real estate property but operates from leased premises in six different locations globally[220] Leased Premises and Use | Location | Area (approx.) | Premise Use | Expiry Date | | :------------------------------------ | :------------- | :---------------------------------------------------------------- | :---------- | | Agoralaan Abis, 3590 Diepenbeek Belgium | 104 sq m | Artificial intelligence research and development, including for in silico antibody discovery and development | Monthly | | 4837 Amber Valley Parkway, Suite 11 Fargo, ND 58104, USA | 200 sq ft | U.S. head office | Monthly | | Pivot Park – building OP, Kloosterstraat 95349 AB Oss, The Netherlands | 1,142 sq m | Preclinical antibody drug discovery and development lab facility | December 31, 2028 | | Uppsalalaan 17, 10th Floor, 3584 CT Utrecht, The Netherlands | 1,164 sq m | Production site for complex proteins and antibodies | March 31, 2032 | | 3204-4464 Markham St. Victoria, BC V8Z 7X8 Canada | 6,210 sq ft | Global head office, preclinical antibody drug discovery and development lab facility | December 31, 2033 | | Industrious 823 Congress Avenue, Suite 300, Austin TX 78701 USA | 200 sq ft | Principal Executive Office | Monthly | ITEM 4A. UNRESOLVED STAFF COMMENTS This item is explicitly marked as 'Not applicable,' indicating that there are no unresolved staff comments from the SEC regarding the company's filings - This item is explicitly stated as 'Not applicable'[221] ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS This section provides an overview of the company's financial performance and condition, including operating results, liquidity, and capital resources, highlighting revenue growth, gross profit margins, R&D investment, and ongoing net losses A. Operating Results In fiscal year 2025, ImmunoPrecise Antibodies Ltd. achieved record revenue of $24.5 million, maintained flat year-over-year revenue, increased gross profit by 12.4% to $13.5 million, and reported a net loss of $30.2 million Selected Annual Financial Data (in thousands CAD$) | Metric | 2025 | 2024 | 2023 | | :-------------------- | :----- | :----- | :----- | | Revenue | 24,520 | 24,518 | 20,665 | | Cost of sales | (10,972) | (12,465) | (9,102) | | Expenses | (47,108) | (41,177) | 39,966 | | Net loss | (30,234) | (26,115) | (26,560) | | Total assets | 44,441 | 59,988 | 77,813 | | Total liabilities | (20,815) | (24,310) | (20,010) | | Loss per share | (0.91) | (1.02) | (1.07) | Revenue Comparison (FY2025 vs. FY2024, in thousands CAD$) | Revenue Type | 2025 | 2024 | Change ($) | Change (%) | | :------------------ | :----- | :----- | :--------- | :--------- | | Project revenue | 22,175 | 22,235 | (60) | -0.3% | | Product sales revenue | 2,107 | 2,035 | 72 | 3.5% | | Cryostorage revenue | 238 | 248 | (10) | -4.0% | | Total revenue | 24,520 | 24,518 | 2 | 0.0% | Gross Profit Comparison (FY2025 vs. FY2024, in thousands CAD$) | Metric | 2025 | 2024 | Change ($) | Change (%) | | :---------------- | :----- | :----- | :--------- | :--------- | | Gross profit | 13,548 | 12,053 | 1,495 | 12.4% | | Gross profit margin | 55.3% | 49.2% | | | - BioStrand segment grew over 180% in Fiscal Year 2025, representing over 5% of total annual revenue (up from less than 2% in FY2024) and achieved gross margins approaching 90%[228] Research and Development Expenses (FY2025 vs. FY2024, in thousands CAD$) | Metric | 2025 | 2024 | Change ($) | Change (%) | | :------------------------ | :----- | :----- | :--------- | :--------- | | Research and development | 4,943 | 4,043 | 900 | 22.3% | General and Administrative Expenses (FY2025 vs. FY2024, in thousands CAD$) | Metric | 2025 | 2024 | Change ($) | Change (%) | | :-------------------------- | :----- | :----- | :--------- | :--------- | | General and administrative | 14,735 | 15,592 | (857) | -5.5% | Adjusted EBITDA (in thousands CAD$) | Metric | 2025 | 2024 | | :-------------- | :----- | :----- | | Adjusted EBITDA | (5,689) | (5,501) | B. Liquidity and Capital Resources The company held $10.8 million in cash as of April 30, 2025, completed convertible debenture conversions, and raised $12.2 million from its ATM Facility, but acknowledges insufficient cash for one year of operations and a need for additional financing - As of April 30, 2025, the Company held cash of $10.8 million, an increase from $3.5 million on April 30, 2024[251] - Cash used in operating activities was $6.4 million for the year ended April 30, 2025[251] - The company completed the full conversion of U.S.$3.0 million aggregate principal amount of convertible debentures with Yorkville in FY2025[251][260][266] - In FY2025, the company issued 13,315,850 Common Shares under the ATM Facility, generating net proceeds of $12.2 million[259] - The company's cash reserves are insufficient to fund operations for one year, and it has historically incurred net losses, indicating a need for additional financing and raising substantial doubt about its ability to continue as a going concern[253][538] - The company has a maximum contingent earnout commitment of €12.0 million related to the BioStrand acquisition, based on profitability over a 7-year period, with no amount earned or paid as of April 30, 2025[252][267][691] Contractual Cash Flow Requirements (in thousands CAD$) | Category | < 1 year | 1 - 2 years | 2 - 5 years | > 5 years | Total | | :------------------------------ | :------- | :---------- | :---------- | :-------- | :------ | | Accounts payable and accrued liabilities | 5,283 | — | — | — | 5,283 | | Leases | 2,695 | 2,692 | 6,733 | 4,514 | 16,634 | | Total | 7,978 | 2,692 | 6,733 | 4,514 | 21,917 | C. Research and Development, Patents and Licenses, etc. This section refers to previous discussions for details on R&D activities and proprietary protection, indicating that these topics are covered elsewhere in the report - R&D activities are described in Item 5.A. – Operating Results – Selected Annual Information[269] - Patents and product development in progress are listed in Item 4.B. – Business Overview – Proprietary Protection[269] D. Trend Information This section refers to previous discussions for trend information, specifically regarding seasonality - Trend information, particularly seasonality, is discussed in Item 5.A. – Operating Results – Seasonality[270] E. Critical Accounting Estimates This item is explicitly marked as 'Not Applicable,' indicating that critical accounting estimates are not discussed in this specific section of the report - This item is explicitly stated as 'Not Applicable'[271] ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES This section details the company's governance structure, including information on its directors and executive officers, their compensation, board practices, employee numbers, and share ownership A. Directors and Senior Management This section lists the company's directors and executive officers, including Dr. Jennifer L. Bath (CEO), Joseph Scheffler (Interim CFO), Dr. Ilse Roodink (CSO), and Kari Graber (VP of Commercial Services), with recent board changes - Dr. Jennifer L. Bath serves as CEO, President, and Director since February 2018[273][275] - Kamil Isaev was appointed Director in February 2025, bringing over 30 years of expertise in AI, semiconductor technologies, and global R&D operations[273][278] - Joseph Scheffler serves as Interim CFO since February 2025, overseeing financial strategy and reporting[273][279] - Dr. Ilse Roodink is the CSO since July 2021, supporting global R&D teams[273][280] - Kari Graber is the Vice President of Commercial Services since November 2021, responsible for project management[273][283] B. Compensation The aggregate compensation for named executive officers (NEOs) and directors was $2.9 million in fiscal 2025, with Dr. Jennifer L. Bath receiving the highest total compensation, and directors receiving a base annual retainer - Aggregate compensation paid to named executive officers (NEOs) and directors was $2.9 million in fiscal 2025, a decrease from $3.2 million in fiscal 2024[284] Summary Compensation Table (in thousands CAD$) | Name and principal position | Year | Salary ($) | Option-based awards ($) | Annual incentive plans ($) | Total compensation ($) | | :-------------------------- | :--- | :--------- | :---------------------- | :------------------------- | :--------------------- | | Dr. Jennifer L. Bath | 2025 | 877,062 | 280,800 | — | 1,157,862 | | | 2024 | 731,989 | — | 273,353 | 1,005,342 | | | 2023 | 713,558 | 1,069,310 | 678,031 | 2,460,899 | | Joseph Scheffler | 2025 | 146,929 | — | — | 146,929 | | Dr. Ilse Roodink | 2025 | 372,924 | 109,200 | — | 482,124 | | Kari Graber | 2025 | 331,488 | 62,400 | — | 393,888 | | Kristin Taylor | 2025 | 259,103 | 212,958 | — | 472,061 | Director Annual Compensation (U.S.$) | Position | Additional Annual Compensation (U.S. $) | | :------------------------------ | :-------------------------------------- | | Chair/Lead Independent Director | 65,000 | | Independent Director, on at least one Committee | 45,000 | | Independent Director, if not on at least one Committee | 40,000 | - Dr. Jennifer L. Bath's base salary was adjusted to U.S.$635,000 per annum in fiscal year 2025, with an annual bonus of 70% of base salary[301] - Dr. Bath's Change of Control Agreement provides for significant payments (24 months' salary, double bonuses, 24 months of benefits) upon involuntary termination within 18 months of a change of control[305][307][308] C. Board Practices Directors hold office until the next annual general meeting, with the Audit Committee and Remuneration and Nomination Committee overseeing financial reporting, external auditors, compensation, and nominations, composed of independent and financially literate members - Directors hold office until the next annual general meeting or until their office is earlier vacated[315] - The Audit Committee members are Dirk Witters (Chair) and Kamil Isaev, both independent, financially literate, and qualified as financial experts[319] - The Audit Committee is responsible for pre-approving all non-audit services by external auditors and ensuring auditor independence[322][323] - The Remuneration and Nomination Committee members are Dirk Witters (Chair) and Kamil Isaev, both independent directors[325] D. Employees The company's total employee count remained stable at 102 in fiscal 2025, consisting of 81 full-time and 21 part-time employees, none of whom are members of a labor union Employee Count by Fiscal Year | Fiscal Year Ended | Full Time | Part Time | Total | | :---------------- | :-------- | :-------- | :---- | | April 30, 2023 | 82 | 20 | 102 | | April 30, 2024 | 72 | 29 | 101 | | April 30, 2025 | 81 | 21 | 102 | - None of the company's employees are members of a labor union[326] E. Share Ownership As of July 25, 2025, the Named Executive Officers (NEOs), current directors, and executive officers collectively beneficially owned 1% of the company's Common Shares, with Dr. Jennifer Bath holding the largest individual beneficial ownership - As of July 25, 2025, NEOs, current directors, and executive officers as a group beneficially owned 1% of the Common Shares[327] Shareholdings of Directors and Executive Officers (as of July 25, 2025) | Name of Beneficial Owner | Common Shares Held | Exercisable Options | Beneficially Owned | Percent of Outstanding Common Shares | | :----------------------- | :----------------- | :------------------ | :----------------- | :----------------------------------- | | Dr. Jennifer Bath | 498,118 | 630,452 | 498,118 | 1.08% | | Joseph Scheffler | — | — | — | 0.00% | | Dr. Ilse Roodink | 9,542 | 105,000 | 9,542 | 0.02% | | Kamil Isaev | — | — | — | 0.00% | | Kari Graber | 700 | 60,000 | — | 0.00% | | Jon Lieber | — | — | — | 0.00% | | Dirk Witters | 1,950 | 38,889 | 1,950 | 0.00% | F. Disclosure of a Registrant's Action to Recover Erroneously Awarded Compensation The company adopted an Incentive Compensation Recovery Policy effective October 2, 2023, in compliance with Nasdaq listing rules, with no accounting restatement triggering recovery as of April 30, 2025 - The Company adopted an Incentive Compensation Recovery Policy effective October 2, 2023, as required by Nasdaq listing rules and Rule 10D-1 of the Exchange Act[330] - As of April 30, 2025, the Company was not required to prepare an accounting restatement that would trigger compensation recovery, and there was no outstanding balance of erroneously awarded compensation[332] ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS This section identifies major shareholders and details related party transactions, specifically the contingent earnout payment related to the BioStrand acquisition A. Major Shareholders As of July 25, 2025, Charmquark TWEE and Charmquark EEN are the only shareholders known to beneficially own or control more than 5% of the company's voting shares, each holding 3.96% for a combined 7.92% Major Shareholders (as of July 25, 2025) | Name of Shareholder | Number of Common Shares | Percentage of Common Shares | | :------------------ | :---------------------- | :-------------------------- | | Charmquark TWEE | 1,828,365 | 3.96% | | Charmquark EEN | 1,828,365 | 3.96% | - The shares held by Charmquark TWEE and Charmquark EEN resulted from the acquisition of BioStrand BV, BioKey BV, and BioClue BV on April 14, 2022[334] B. Related Party Transactions The primary related party transaction is a contingent earnout payment related to the BioStrand acquisition, capped at €12.0 million based on EBITDA over a 7-year period, with no amount earned or paid as of April 30, 2025 - The share purchase agreement for the BioStrand acquisition includes contingent earnout payments of up to €12.0 million, based on 20% of BioStrand's EBITDA over a 7-year period, contingent on the employment of two key employees[337][691] - As of April 30, 2025, no amount has been earned or paid on the BioStrand contingent earnout[337][691] C. Interests of Experts and Counsel This item is explicitly marked as 'Not applicable,' indicating that no information on the interests of experts and counsel is provided in this section - This item is explicitly stated as 'Not applicable'[338] ITEM 8. FINANCIAL INFORMATION This section confirms the inclusion of the company's audited consolidated financial statements for the years ended April 30, 2025, 2024, and 2023, and reiterates the company's dividend policy of not paying dividends in the foreseeable future A. Consolidated Statements and Other Financial Information The Annual Report includes the company's audited consolidated financial statements for the fiscal years ended April 30, 2025, 2024, and 2023, prepared in accordance with IFRS, with no material legal proceedings or regulatory actions - The Annual Report contains audited consolidated financial statements for the years ended April 30, 2025, 2024, and 2023, prepared under IFRS[339][522] - As of April 30, 2025, the company is not aware of any material legal proceedings, regulatory actions, or penalties[340][342] - The company has not paid dividends and does not intend to declare or pay any cash dividends in the foreseeable future, planning to retain earnings for future growth[343] B. Significant Changes Except for disclosures made elsewhere in the Annual Report, there have been no significant changes in the company's financial condition since the most recent audited consolidated financial statements for the year ended April 30, 2025 - No significant changes in financial condition since the April 30, 2025, audited financial statements, other than those already disclosed in the Annual Report[345] ITEM 9. THE OFFER AND LISTING This section confirms that the company's Common Shares are listed and traded on Nasdaq under the symbol 'IPA,' with other sub-items related to offer details, plan of distribution, selling shareholders, dilution, and expenses of the issue marked as 'Not applicable' A. Offer and Listing Details The company's Common Shares are listed and posted for trading on Nasdaq under the symbol 'IPA' - The Company's Common Shares are listed and posted for trading on Nasdaq under the symbol 'IPA'[346] B. Plan of Distribution This item is explicitly marked as 'Not applicable,' indicating that no plan of distribution details are provided in this section - This item is explicitly stated as 'Not applicable'[347] C. Markets This section refers to Item 9.A. for market information, indicating that details about the markets where the company's securities are traded can be found there - Market information is provided in Item 9.A. – Offer and Listing Details[348] D. Selling Shareholders This item is explicitly marked as 'Not applicable,' indicating that no information on selling shareholders is provided in this section - This item is explicitly stated as 'Not applicable'[349] E. Dilution This item is explicitly marked as 'Not applicable,' indicating that no dilution information is provided in this section - This item is explicitly stated as 'Not applicable'[350] F. Expenses of the Issue This item is explicitly marked as 'Not applicable,' indicating that no expenses of the issue details are provided in this section - This item is explicitly stated as 'Not applicable'[351] ITEM 10. ADDITIONAL INFORMATION This section provides additional information about the company, including its share capital, memorandum and articles of association, material contracts, exchange controls, and taxation considerations for U.S. and Canadian holders A. Share Capital This item is explicitly marked as 'Not applicable,' indicating that specific details on share capital are not provided in this section, likely covered elsewhere in the report - This item is explicitly stated as 'Not applicable'[352] B. Memorandum and Articles of Association The company's Articles of Incorporation, governed by the BCBCA, do not limit its objects and purposes, with directors having borrowing powers and the company having an Advance Notice Policy and a Majority Voting Policy - The Company was incorporated under the Business Corporations Act (British Columbia) (BCBCA), and its Articles do not limit its objects and purposes[353][354][355] - Directors with a material disclosable interest in a contract or transaction are generally not entitled to vote on resolutions to approve it, unless all directors have such an interest[356][357] - The Board has authority to borrow money, issue debt obligations, guarantee obligations, and secure assets[359] - The company has an Advance Notice Policy for director nominations and a Majority Voting Policy for uncontested elections, requiring directors to tender resignation if they receive more 'withheld' than 'for' votes[366][367][371] - The company has a shareholder rights plan (Rights Plan) where rights become exercisable if a person acquires 20% or more of voting shares, allowing other holders to purchase shares at a 50% discount[373] C. Material Contracts Aside from contracts entered into in the ordinary course of business, the company's material contracts include the Global Guarantee Agreement and the Material Transfer and Evaluation Agreement - The company's material contracts include the Global Guaranty Agreement and the Material Transfer and Evaluation Agreement[377][382] D. Exchange Controls Canada has no exchange controls or restrictions on capital repatriation for non-resident investors, though the Investment Canada Act may require review and approval for acquisitions of 'control' by non-Canadians - Canada has no system of exchange controls or restrictions on the repatriation of capital or earnings for non-resident investors[378] - The Investment Canada Act may require prior review and approval for acquisitions of 'control' (e.g., one-third or more voting shares) by 'non-Canadians' and allows for review and potential prohibition of investments for national security[379] E. Taxation This section summarizes U.S. federal income tax considerations for U.S. Holders and Canadian federal income tax consequences for Non-Resident Holders, emphasizing potential 'passive foreign investment company' (PFIC) classification and its adverse tax consequences - The company believes it was not a 'passive foreign investment company' (PFIC) for its tax year ended April 30, 2025, but cannot assure its future PFIC status, which could result in adverse U.S. federal income tax consequences for U.S. Holders[388] - A company is generally a PFIC if 75% or more of its gross income is passive, or 50% or more of its assets produce or are held for passive income[390] - U.S. Holders can make a 'qualified electing fund' (QEF) election or a 'mark-to-market' election to mitigate adverse PFIC rules, but there's no assurance the company will provide the necessary information for a QEF election[393][398][402][404] - Dividends paid to a Non-Resident Holder are subject to Canadian withholding tax at 25%, generally reduced to 15% (or 5% for corporate holders with ≥10% voting stock) under the Canada-U.S. Tax Treaty[436][438] - Non-Resident Holders are generally not subject to Canadian tax on capital gains from Common Shares unless they constitute 'taxable Canadian property' under specific conditions[439][440] F. Dividends and Paying Agents This item is explicitly marked as 'Not applicable,' indicating that no information on dividends and paying agents is provided in this section - This item is explicitly stated as 'Not applicable'[441] G. Statement by Experts This item is explicitly marked as 'Not applicable,' indicating that no statement by experts is provided in this section - This item is explicitly stated as 'Not applicable'[441] H. Documents on Display The company is subject to SEC and Canadian securities commission informational requirements, with reports available on the SEC's EDGAR website and Canada's SEDAR+, and material contracts kept at the registered office - The company is subject to informational requirements of the Exchange Act and files reports with the SEC (available on EDGAR) and Canadian securities commissions (available on SEDAR+)[443][444] - Copies of the company's material contracts are kept at its registered office[444] I. Subsidiary Information This item is explicitly marked as 'Not applicable,' indicating that no specific subsidiary information is provided in this section - This item is explicitly stated as 'Not applicable'[445] J. Annual Report to Security Holders This item is explicitly marked as 'Not applicable,' indicating that no specific annual report to security holders information is provided in this section - This item is explicitly stated as 'Not applicable'[446] ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The company is exposed to financial risks arising through the normal course of business, including credit risk, currency risk, and liquidity risk, with further details referenced in Note 16 of the audited consolidated financial statements - The company is exposed to financial risks including credit risk, currency risk, and liquidity risk, arising through the normal course of business[447] - Further details on these financial risks are provided in Note 16 of the audited consolidated financial statements for Fiscal 2025[447] ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES This item states that sub-items A-C are 'Not Applicable' and confirms that the company does not have securities registered as American Depository Receipts - Sub-items A-C are explicitly stated as 'Not Applicable'[448] - The Company does not have securities registered as American Depository Receipts[449] ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES The company reports no material defaults in payment of principal, interest, or sinking fund installments related to its indebtedness or that of its significant subsidiaries, nor any dividend arrearages or other material delinquencies - There has been no material default in the payment of principal, interest, a sinking or purchase fund installment, or any other material default not cured within thirty days, relating to indebtedness of the Company or its significant subsidiaries[452] - There are no payments of dividends by the Company in arrears, nor has there been any other material delinquency relating to any class of preference shares[452] ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS This item is marked 'None' for sub-items A-D and 'Not applicable' for Use of Proceeds, indicating no material modifications to security holder rights or specific use of proceeds information in this section - Sub-items A-D are explicitly stated as 'None'[455] - The 'Use of Proceeds' sub-item is explicitly stated as 'Not applicable'[456] ITEM 15. CONTROLS AND PROCEDURES This section addresses the company's disclosure controls and procedures and internal control over financial reporting, noting a material weakness due to insufficient resources for complex technical accounting issues, with remediation efforts underway A. Disclosure Controls and Procedures The CEO and ICFO concluded that the company's disclosure controls and procedures were not effective as of April 30, 2025, due to a material weakness stemming from insufficient resources for complex technical accounting issues - As of April 30, 2025, the CEO and ICFO concluded that the company's disclosure controls and procedures were not effective due to a material weakness[457] - The material weakness identified is the lack of sufficient resources to assist in identifying, evaluating, and addressing complex technical accounting issues that affect consolidated financial statements on a timely basis[458][460] - Remediation efforts include engaging expert and subject matter consultants and providing additional in-house training to personnel to support internal controls over financial reporting[461] B. Management's Annual Report on Internal Control Over Financial Reporting Management, including the CEO and ICFO, concluded that the company's internal controls over financial reporting were not effectively designed as of April 30, 2025, acknowledging inherent limitations of control systems - Management, including the CEO and ICFO, concluded that internal controls over financial reporting were not effectively designed as of April 30, 2025[465] - Control systems, no matter how well conceived or operated, can only provide reasonable, not absolute, assurance that objectives are met, due to inherent limitations like faulty judgments, simple errors, or circumvention[466] C. Attestation Report of Registered Public Accounting Firm As an 'emerging growth company' under the JOBS Act, the company is exempt from the requirement to include an auditor attestation report on its internal control over financial reporting in this Annual Report - As an 'emerging growth company,' the Registrant is exempt from the requirement to include an auditor attestation report on its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act[468][469] - This exemption will continue for as long as the Registrant remains an emerging growth company, potentially for up to five years following its initial registration in the United States[469] D. Changes in Internal Controls Over Financial Reporting Other than personnel changes, no material changes in internal control over financial reporting occurred during the period ended April 30, 2025, with the company actively addressing the noted material weakness - Other than changes in personnel, no changes in internal control over financial reporting materially affected or are reasonably likely to materially affect the company's internal control during the period ended April 30, 2025[470] - The company is working towards implementing processes and procedures to address the material weakness noted[470] ITEM 16. [RESERVED] This item is explicitly marked as '[RESERVED]', indicating that no content is provided for this section - This item is explicitly stated as '[RESERVED]'[471] ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT Dirk Witters (Chairman) and Kamil Isaev are designated as independent financial experts on the Audit Committee, meeting regulatory definitions, with this designation not imposing greater duties or liabilities than on other committee members - Dirk Witters (Chairman) and Kamil Isaev each qualify as a financial expert and are independent members of the Audit Committee[471] - The designation of a person as an audit committee financial expert does not make such person an 'expert' for any purpose or impose greater duties, obligations, or liability than on other audit committee or Board members[472] ITEM 16B. CODE OF ETHICS The company has adopted a Code of Ethics and Business Conduct applicable to all directors, officers, and employees, with no amendments or waivers granted during the fiscal year ended April 30, 2025 - The Company adopted a Code of Ethics and Business Conduct applicable to all directors, officers, and employees, including the CEO, CFO, and similar functions, as defined in Section 406(c) of the Sarbanes-Oxley Act[473] - There were no amendments or waivers granted in respect of the Code of Ethics and Business Conduct during the fiscal year ended April 30, 2025[474] ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES Aggregate fees paid to Grant Thornton LLP, the external auditor, totaled $640,091 in fiscal 2025, a decrease from $796,532 in 2024, with the Audit Committee having pre-approval policies for non-audit services Aggregate Fees Paid to Grant Thornton LLP (in CAD$) | Category | 2025 Fee Amount ($) | 2024 Fee Amount ($) | | :---------------- | :------------------ | :------------------ | | Audit Fees | 486,534 | 375,470 | | Audit-Related Fees | 37,118 | 20,553 | | Tax Fees | 112,123 | 94,036 | | All Other Fees | 4,316 | 306,473 | | Total | 640,091 | 796,532 | - The Audit Committee has pre-approval policies and procedures for all non-audit services to be performed by the external auditors, considering the potential impact on auditor independence[478] ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES This item is explicitly marked as 'Not applicable,' indicating that no exemptions from listing standards for audit committees are being reported by the company - This item is explicitly stated as 'Not applicable'[480] ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS This item is explicitly marked as 'Not applicable,' indicating that no purchases of equity securities by the issuer or affiliated purchasers are being reported - This item is explicitly stated as 'Not applicable'[481] ITEM 16F. CHANGE IN COMPANY'S CERTIFYING ACCOUNTANT Grant Thornton LLP resigned as the company's auditor after completing the FY2025 audit, which included a going concern uncertainty modification, and Davidson & Company LLP was appointed as the new independent registered public accounting firm for fiscal year 2026 - Grant Thornton LLP (GT) resigned as the company's auditor, effective with the completion of the annual audit for the year ended April 30, 2025[482] - GT's audit reports for FY2025 and FY2024 did not contain adverse opinions or disclaimers, but included a 'going concern uncertainty modification'[483][523] - A material weakness in internal controls related to insufficient resources for identifying, evaluating, and addressing complex technical accounting issues existed as of April 30, 2025[484] - Davidson & Company LLP was appointed as the Company's new independent registered public accounting firm for the fiscal year ending April 30, 2026, effective July 29, 2025[486][487] ITEM 16G. CORPORATE GOVERNANCE As a foreign private issuer listed on Nasdaq, the company follows Canadian home country corporate governance practices that differ from Nasdaq rules, including variations in independent director meetings, quorum requirements, and shareholder approval for equity issuances - As a 'foreign private issuer' listed on Nasdaq, the company is permitted to follow its home country (Canadian) corporate governance practices in lieu of certain Nasdaq Listing Rules[488] - Differences from Nasdaq rules include not mandating regularly scheduled meetings of independent directors, having a lower quorum requirement for shareholder meetings (two shareholders vs. 33 1/3%), and variations in Audit Committee and Remuneration and Nomination Committee charter content[488][489][490][492] - The company follows BCBCA requirements, which do not mandate shareholder approval for certain equity issuances (e.g., acquisitions, equity compensation plans, issuances of 20% or more of capital at less than market value), unlike Nasdaq Rules 5635(a), (c), and (d)[496][497][498][499] - The company is exempt from SEC proxy rules and solicits proxies in accordance with applicable Canadian rules and regulations[500] ITEM 16H. MINE SAFETY DISCLOSURE This item is explicitly marked as 'Not applicable,' indicating that no mine safety disclosure information is provided in this section - This item is explicitly stated as 'Not applicable'[501] ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS This item is explicitly marked as 'Not applicable,' indicating that no disclosure regarding foreign jurisdictions that prevent inspections is provided in this section - This item is explicitly stated as 'Not applicable'[502] ITEM 16J. INSIDER TRADING POLICY The company has adopted an insider trading policy that governs the purchase, sale, and other dispositions of its securities by directors, officers, and employees, designed to promote compliance with applicable securities laws - The Company has adopted an insider trading policy governing the purchase, sale, and other dispositions of its securities by directors, officers, and employees, designed to promote compliance with applicable securities laws and regulations[503] ITEM 16K. CYBERSECURITY The company has information systems in place and has not experienced any cybersecurity threats or incidents, proactively managing risks through an in-house IT Director, SaaS monitoring, internal policies, and staff education - As of the filing date, the Company has information systems in place and has not suffered a 'cybersecurity threat' or 'cybersecurity incident'[504] - The Company mitigates cybersecurity risks through an in-house IT Director, utilization of Software as a Service (SaaS) for monitoring, internal System Use Policy and Information Security Policy, and informal educational outreach programs for staff[505][506] - The IT Director monitors cybersecurity risks and recommends updates to the CFO, while the CEO advises the Board on potential cybersecurity threats and mitigation steps[507] PART III ITEM 17. FINANCIAL STATEMENTS This item refers to Item 18 for the full financial statements, indicating that the detailed financial information is presented in the subsequent section of the report - Financial statements are provided in Item 18[510] ITEM 18. FINANCIAL STATEMENTS This section confirms the inclusion of the Consolidated Financial Statements for the years ended April 30, 2025, 2024, and 2023, prepared in accordance with IFRS, along with the Report of Independent Registered Public Accounting Firm - The Consolidated Financial Statements for the years ended April 30, 2025, 2024, and 2023 are included, prepared in accordance with International Financial Reporting Standards (IFRS)[511][522] - The Report of Independent Registered Public Accounting Firm by Grant Thornton LLP is included, which contains a 'going concern uncertainty modification' due to net operating losses and insufficient cash on hand[511][521][523] ITEM 19. EXHIBITS This section lists all documents filed as Exhibits to the Form 20-F, including financial statements, articles of incorporation, various agreements, a list of subsidiaries, an insider trading policy, and certifications from the CEO and CFO - The section provides a comprehensive list of documents filed as Exhibits to the Form 20-F[513] - Key exhibits include financial statements, articles of incorporation, convertible debenture, underwriting agreement, sales agreements, securities purchase agreement, registration rights agreement, global guaranty agreement, material transfer and evaluation agreement, list of subsidiaries, insider trading policy, and CEO/CFO certifications[513]