マインドウォークHDの適時開示

6-K 1 pro_forma_april_30_2025.htm 6-K 6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

OF THE SECURITIES EXCHANGE ACT OF 1934

For the month of October, 2025.

Commission File Number: 001-39530

MindWalk Holdings Corp.

Industrious 823 Congress Ave Suite 300 Austin, Texas 78701

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.


Form 20-F ☒	Form 40-F ☐

INCORPORATION BY REFERENCE

Exhibit 99.1 of this Form 6-K is incorporated by reference into the Registration Statement on Form S-8 (File No. 333-256730) and Registration Statements on Form F-3 (File Nos. 333-273197 and 333-281312) of the Company.

EXHIBIT INDEX



Exhibit	Description
99.1	Unaudited Pro Forma Condensed Consolidated Financial Information

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



	MINDWALK HOLDINGS CORP.
Date: October 10, 2025

	By:	/s/ Jennifer Bath
	Name:	Jennifer Bath
	Title:	President and Chief Executive Officer

EX-99.1 2 hyft-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

Unaudited Pro Forma Financial Information

Overview

On August 6, 2025 MindWalk Holdings Corp. (formerly “ImmunoPrecise Antibodies Ltd.”) (NASDAQ: HYFT) (“MindWalk” or the “Company”), a biotherapeutics company delivering advanced solutions in biologics and drug discovery, announced the divesture of its Netherlands-based subsidiary, ImmunoPrecise Antibodies (Europe) B.V. (“IPA Europe”), to AVS Bio for a total enterprise value of $12 million USD. The unaudited pro forma condensed consolidated financial information is based on MindWalk's historical consolidated financial statements as adjusted to give effect to the transaction accounting adjustments in accordance with IFRS to reflect the sale of subsidiary, IPA Europe B.V ("Divestiture").

The Divestiture did not meet the criteria requiring discontinued operations presentation in accordance with IFRS 5 for the fiscal year ended April 30, 2025. The Divestiture is considered a disposition of a significant business under IFRS 5. As a result, the Company prepared the unaudited pro forma condensed consolidated financial statements included herein, which were prepared in accordance with Rule 3-05 of Regulation S-X and are based on historical financial information of the Company. The historical consolidated financial information has been adjusted in the accompanying unaudited pro forma condensed consolidated financial statements to give effect to pro forma events that are (i) directly attributable to the Divestiture and (ii) factually supportable. Certain information and disclosures normally included in financial statements prepared in accordance with IFRS have been condensed or omitted from this report as is permitted by such rules and regulations.

Unaudited Pro Forma Condensed Consolidated Financial Information

The accompanying unaudited pro forma condensed consolidated financial information includes pro forma adjustments that are directly attributable to the Divestiture and are factually supportable. Pro forma adjustments are presented for informational purposes only and are described in the accompanying notes based on information and assumptions currently available at the time of furnishing this Form 6 -K with which unaudited pro forma condensed consolidated financial information is included as an exhibit. The unaudited pro forma condensed consolidated financial information is not necessarily indicative of what the Company's results of operations or financial condition would have been had the Divestiture been completed on the dates indicated below. In addition, it is not necessarily indicative of the Company's future results of operations or financial condition and does not reflect all actions that have been or may be taken by the Company following the Divestiture.

The accompanying unaudited pro forma condensed consolidated financial statements are based on the audited consolidated financial statements and accompanying notes included in the Annual Report on Form 20-F, for the fiscal year ended April 30, 2025. The unaudited pro forma condensed consolidated balance sheet as of April 30, 2025 gives effect to the Divestiture as if it had occurred on April 30, 2024. The unaudited pro forma condensed consolidated statement of operations for year ended April 30, 2025 gives effect to the Divestiture as if it had occurred on May 1, 2022.

MINDWALK HOLDINGS CORP.

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF FINACIAL POSITION

(Unaudited - Expressed in Canadian dollars)


	Year Ended April 30, 2025
(in thousands)	Note	Historical			Commercial Divesture Note 1			Other Transaction Adjustment		Pro Forma
ASSETS
Current assets
Cash	2		10,665			(1,248	)		14,076		23,493
Amounts receivable, net			4,115			(2,551	)		—		1,564
Tax receivable	4		143			(10	)		12		145
Inventory			2,095			(1,578	)		—		517
Unbilled revenue			548			(276	)		—		272
Prepaid expenses	3		1,188			—			11		1,199
			18,754			(5,663	)		14,099		27,190
Restricted cash			126			—			—		126
Deposit on equipment			502			(477	)		—		25
Property and equipment			15,762			(11,407	)		—		4,355
Intangible assets			1,067			(1,067	)		—		—
Goodwill			8,230			(8,230	)		—		—
Total assets			44,441			(26,844	)		14,099		31,696
LIABILITIES
Current liabilities
Accounts payable and accrued liabilities			5,283			(887	)		—		4,396
Deferred revenue			1,090			(605	)		—		485
Tax payable	4		475			(487	)		12		—
Leases			1,850			(1,467	)		—		383
Deferred acquisition payments			314			—			—		314
			9,012			(3,446	)		12		5,578
Leases			11,553			(8,251	)		—		3,302
Deferred income tax liability	3		250			(261	)		11		—
Total liabilities			20,815			(11,958	)		23		8,880
SHAREHOLDERS' EQUITY
Share capital	5		136,371			(83	)		83		136,371
Contributed surplus			12,833			—			—		12,833
Accumulated other comprehensive income			3,216			(836	)		—		2,380
Accumulated deficit	2, 5		(128,794	)		(13,967	)		13,993		(128,768	)
			23,626			(14,886	)		14,076		22,816
Total liabilities and shareholders’ equity			44,441			(26,844	)		14,099		31,696

MINDWALK HOLDINGS CORP.

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited - Expressed in Canadian dollars)


	Year Ended April 30, 2025
(in thousands, except share data)	Note	Historical			Commercial Divesture Note 1			Other Transaction Adjustment		Pro Forma
REVENUE			24,520			(15,207	)		—		9,313
COST OF SALES			10,972			(7,390	)		—		3,582
GROSS PROFIT			13,548			(7,817	)		—		5,731
EXPENSES
Research and development			4,943			(642	)		—		4,301
Sales and marketing			4,298			(751	)		—		3,547
General and administrative			14,735			(2,658	)		—		12,077
Impairment of intangible assets			21,184			—			—		21,184
Amortization of intangible assets			1,948			(418	)		—		1,530
			47,108			(4,469	)		—		42,639
Loss before other income (expenses) and income taxes			(33,560	)		(3,348	)		—		(36,908	)
OTHER INCOME (EXPENSES)
Accretion			(10	)		—			—		(10	)
Grant and subsidy income			180			(43	)		—		137
Interest and other (expense) income			(283	)		(13	)		—		(296	)
Unrealized foreign exchange (loss) gain			(594	)		38			—		(556	)
			(707	)		(18	)		—		(725	)
Loss before income taxes			(34,267	)		(3,366	)		—		(37,633	)
Income taxes			4,033			450			—		4,483
NET LOSS FOR THE PERIOD			(30,234	)		(2,916	)		—		(33,150	)
LOSS PER SHARE – BASIC AND DILUTED			(0.91	)							(0.99	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING			33,385,499								33,385,499

MINDWALK HOLDINGS CORP.

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited - Expressed in Canadian dollars)


	Year Ended April 30, 2024
(in thousands, except share data)	Note	Historical			Commercial Divesture Note 1			Other Transaction Adjustment		Pro Forma
REVENUE			24,518			(15,585	)		—		8,933
COST OF SALES			12,465			(7,623	)		—		4,842
GROSS PROFIT			12,053			(7,962	)		—		4,091
EXPENSES
Research and development			4,043			(304	)		—		3,739
Sales and marketing			3,543			(687	)		—		2,856
General and administrative			15,592			(2,952	)		—		12,640
Impairment of goodwill			11,161			—			—		11,161
Impairment of intangible assets			3,870			—			—		3,870
Amortization of intangible assets			2,968			(602	)		—		2,366
			41,177			(4,545	)		—		36,632
Loss before other income (expenses) and income taxes			(29,124	)		(3,417	)		—		(32,541	)
OTHER INCOME (EXPENSES)
Accretion			(19	)		—			—		(19	)
Grant and subsidy income			331			(31	)		—		300
Interest and other (expense) income			23			(1	)		—		22
Unrealized foreign exchange (loss) gain			86			(10	)		—		76
			421			(42	)		—		379
Loss before income taxes			(28,703	)		(3,459	)		—		(32,162	)
Income taxes			2,588			272			—		2,860
NET LOSS FOR THE PERIOD			(26,115	)		(3,187	)		—		(29,302	)
LOSS PER SHARE – BASIC AND DILUTED			(1.02	)							(1.14	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING			25,635,526								25,635,526

MINDWALK HOLDINGS CORP.

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited - Expressed in Canadian dollars)


	Year Ended April 30, 2023
(in thousands, except share data)	Note	Historical			Commercial Divesture Note 1			Other Transaction Adjustment		Pro Forma
REVENUE			20,665			(13,938	)		—		6,727
COST OF SALES			9,102			(6,484	)		—		2,618
GROSS PROFIT			11,563			(7,454	)		—		4,109
EXPENSES
Research and development			14,101			(263	)		—		13,838
Sales and marketing			3,608			(668	)		—		2,940
General and administrative			15,383			(1,809	)		—		13,574
Impairment of goodwill			2,460			—			—		2,460
Amortization of intangible assets			4,414			(1,995	)		—		2,419
			39,966			(4,735	)		—		35,231
Loss before other income (expenses) and income taxes			(28,403	)		(2,719	)		—		(31,122	)
OTHER INCOME (EXPENSES)
Accretion			(30	)		—			—		(30	)
Grant and subsidy income			332			—			—		332
Interest and other (expense) income			122			(21	)		—		101
Unrealized foreign exchange (loss) gain			227			13			—		240
			651			(8	)		—		643
Loss before income taxes			(27,752	)		(2,727	)		—		(30,479	)
Income taxes			1,192			(237	)		—		955
NET LOSS FOR THE PERIOD			(26,560	)		(2,964	)		—		(29,524	)
LOSS PER SHARE – BASIC AND DILUTED			(1.07	)							(1.19	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING			24,897,185								24,897,185

MINDWALK HOLDINGS CORP.

NOTES TO THE PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited - Expressed in Canadian dollars)

COMMERCIAL BUSINESS DISCONTINUED OPERATIONS

The Commercial Divesture reflects the Company's current best estimate of the assets, liabilities, stockholders' equity, revenue, and expenses of the Commercial Business prepared in accordance with IFRS-5.

The accompanying unaudited pro forma condensed consolidated financial statements have been prepared to illustrate the effects of the disposition as if it had occurred on the years ended April 30, 2025, 2024 and 2023, as presented.

The unaudited pro forma condensed consolidated statements of operations for the years ended April 30, 2025, 2024 and 2023 present continuing operations as if IPA Europe had been divested at the beginning of the periods presented. The unaudited pro forma condensed consolidated balance sheet as of April 30, 2025 reflects the removal of assets and liabilities sold.

These pro forma financial statements are presented for informational purposes only and are not necessarily indicative of the Company’s financial position or results of operations had the transaction been completed on the dates assumed, nor are they necessarily indicative of the Company’s future results.

The amounts are considered preliminary, and as such, actual results could materially differ from these estimates.

ADJUSTMENT FOR CASH PROCEEDS

On August 6, 2025, MindWalk Holdings Corp. (formerly ImmunoPrecise Antibodies Ltd.), a biotherapuetics company delivering solutions in biologics and drug discovery, announced the divestiture of the Netherlands-based subsidiary, ImmunoPrecise Antibodies (Europe) B.V. to AVS Bio for a total enterprise value of U.S. $12 million. The transaction generated U.S. $11.7 million in net proceeds. The divestiture included the purchase of the net assets of IPA Europe B.V., including the Oss and Utrecht locations.

The impact of this transaction will be reflected in the Company’s consolidated financial statements for the fiscal year ending April 30, 2026, subject to the customary post-closing adjustments. The final amount of the gain or loss has not yet been determined as the purchase price adjustments are ongoing.

The adjustment reflects the net proceeds received on the divestiture, net of transaction costs, certain escrows and estimated working capital adjustments. The escrow funds will be available to indemnify AVS Bio, pursuant to and in accordance with the SPA agreement between IPA Europe and AVS Bio, dated August 6, 2025.

RECLASS DEFERRED TAX LIABILITY

The adjustment reflects a reclass from deferred tax liability to deferred tax asset.

RECLASS OF TAX PAYABLE

The adjustment reflects a reclass from tax payable to tax receivable as a result of the transaction.

ADJUSTMENT TO SHARE CAPITAL and ACCUMULATED DEFICIT

Adjustment reflects the elimination of shared capital and accumulated deficit in consolidation.