COMMITMENTS AND CONTINGENCIES

12 Months Ended

Jan. 31, 2026

NOTE 10 – COMMITMENTS AND CONTINGENCIES

(a) Lease Obligation

The Company previously entered into a sublease agreement for office space commencing August 1, 2017. The Company ceased use of the premises during 2018 and the arrangement was effectively terminated.

As of January 31, 2026 and 2025, an outstanding balance of approximately $21,051 remains payable in connection with this arrangement.

(b) Vendor Payable – Take2L

The Company has engaged Take2L, an arm’s length third-party service provider, for the development and maintenance of its technology platform. As of January 31, 2025, amounts due to Take2L totaled approximately $1,001,310. On January 31, 2026, the Company settled this obligation through the issuance of 1,430,443 shares of common stock at a stated price of $0.70 per share. For accounting purposes, the transaction was measured based on the estimated fair value of the Company’s common stock of approximately $0.265 per share at the date of issuance, resulting in the recognition of a gain on settlement of approximately $622,243. The settlement of this obligation is already included in the amounts disclosed in Note 5 – Accounts Payable and Accrued Liabilities and is not an additional gain on settlement herein.

Pursuant to an Order and Final Judgment issued by the United States District Court for the District of Hawaii on December 3, 2020 in connection with In re Eco Science Solutions, Inc. Shareholder Derivative Litigation, the Company agreed to implement certain governance reforms and undertake related actions.

These commitments include, among other items:

	·	appointment of independent directors
	·	establishment of governance and audit committees
	·	adoption of corporate governance policies
	·	appointment of key officers and advisors

The Company also committed to allocate a portion of future capital raised toward the implementation and maintenance of these governance reforms. These commitments are contingent upon the Company’s ability to generate sufficient financial resources.

(d) Advisory Agreement – A. Carl Mudd

The Company entered into a Board Advisory Agreement with A. Carl Mudd, pursuant to which Mr. Mudd serves as Chairman of the Board and Ombudsman. As compensation, Mr. Mudd is entitled to a monthly advisory fee of $10,000, which has been accrued due to the Company’s limited liquidity. As of January 31, 2025, accrued and unpaid fees totaled $490,000. On January 31, 2026, the Company settled $610,000 of accrued fees through the issuance of 871,429 shares of common stock at a stated price of $0.70 per share. For accounting purposes, the transaction was measured based on the estimated fair value of the Company’s common stock of approximately $0.265 per share at the date of issuance, resulting in the recognition of a gain on settlement of approximately $379,179. The settlement of this obligation is already included in the amounts disclosed in Note 5 – Accounts Payable and Accrued Liabilities and is not an additional gain on settlement herein.

As of January 31, 2026, no amounts remain outstanding under this arrangement.

ECO SCIENCE SOLUTIONS, INC. 10-K