Nerds On Site Announces $100,000 Debt Settlement

Nerds On Site Inc., a premier provider and business technology partner for IT and cybersecurity solutions, has announced that the company has received a debt settlement agreement whereby it will issue 2,857,143 common shares at a price of $0.035 per share, for a total of $100,000, to extinguish outstanding company debt. The share issuance is subject to a four-month restricted hold period and approval from the Canadian Securities Exchange.

Terms of the Settlement

Under the agreement, Nerds On Site will settle $100,000 in debt entirely through the issuance of common shares rather than a cash payment, a structure companies often use to preserve liquidity while resolving outstanding obligations. The shares are being issued to Charles Regan, a director of the company, making this a related-party transaction under Canadian securities regulations.

The company is relying on exemptions contained in sections 5.5(a) and 5.7(a) of Multilateral Instrument 61-101, on the basis that the fair market value of the shares being issued represents less than 25% of the company's market capitalization. This type of exemption is commonly used by smaller public companies to complete related-party transactions without triggering more extensive minority shareholder approval requirements.

A Director Building His Position

Since NERD's IPO in late 2018, Regan has personally purchased more than 3,000,000 shares on the open market to add to his corporate share ownership through NOS Holdings Ltd., and has sold no shares of NERD since the company went public. This debt-to-shares settlement, combined with a similar settlement executed in September 2025, has resulted in more than 5,000,000 shares issued to him personally through debt conversions alone. Regan has indicated no intention of selling these shares, framing the moves as a continued build-up of his ownership position as the company grows.

Q3 FY2026 Financial Highlights

The debt settlement arrives alongside the company's third-quarter results for fiscal 2026. For the three months ended February 28, 2026, revenue increased to $3,284,428, up 9% from $3,004,549 in the prior-year period. Gross profit rose to $861,370, with gross margin improving to 26% from 23%, while SG&A expenses declined 16%, improving to 23% of revenue from 30%. Net income reached $51,877, compared to a net loss of $198,156 in the same period last year, and earnings per share improved to $0.0006, compared to a loss of $0.0022.

For the nine months ended February 28, 2026, revenue increased to $10,077,870, up 18% year-over-year. Gross profit rose to $2,526,147, with margins holding stable at 25%, while SG&A expenses decreased 7%, improving to 25% of revenue from 32%. Net loss narrowed significantly to $280,840, compared to $559,211 in the prior-year period, and operating cash usage improved dramatically to $104,135, versus $693,709 in the same period a year earlier.

Return to Profitability Marks Key Inflection Point

The company's return to quarterly net profitability represents a critical milestone in its evolution. Management attributes the improvement to growth in recurring revenue from business clients in Canada, enhanced cost management and operational efficiency, a more favorable product mix and improved sourcing strategies, and continued leverage from the company's scalable service model. Management views this quarter as an important step toward sustained profitability.

Recurring Revenue Model Driving Stability and Growth

Nerds On Site continues to benefit from its high-visibility recurring revenue model, which the company describes as foundational to its business strategy. During the nine-month period, business recurring revenue in Canada increased by 17%, while the company served over 10,000 customers annually, with more than 130,000 clients served since inception. Recurring service agreements continue to provide predictable cash flow and long-term client relationships, positioning the company to generate consistent revenue while scaling efficiently across markets.

About Nerds On Site

Nerds On Site Inc. is a Toronto, Ontario-based company trading under the ticker symbols CSE: NERD and OTCQB: NOSUF. The company provides IT support, managed IT services, and cybersecurity solutions to small and medium-sized enterprises across Canada and the United States.

For more information, contact Charles Regan, Director, at charlie@nerdsonsite.com or visit nerdsonsite.com.

Neither the Canadian Securities Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this release.