Nerds On Site details CEO debt conversions and holding plans

Nerds On Site said CEO Charlie Regan has provided financial support to the company and converted two debt obligations into equity, while stating the shares are being held rather than sold. The update comes as the company reports two profitable quarters in the second half of fiscal 2026 and points to improving operating performance.

Why it matters: - Nerds On Site is trying to show that insider financing has supported operations without adding immediate selling pressure to a small public float. - The company is also signaling that management’s capital exposure is tied to long-term shareholder value, not short-term trading.

What happened: - Nerds On Site said CEO Charlie Regan and related parties have provided financial support to the company over time. - The company said that support helped reduce reliance on external financing during periods when outside capital could have been expensive or dilutive. - On October 8, 2025, Nerds On Site settled $100,000 of debt owed to Regan by issuing 2,222,222 common shares at a deemed price of $0.045 per share. - On April 8, 2026, the company settled another $100,000 of debt owed to Regan by issuing 2,857,143 common shares at a deemed price of $0.035 per share. - Nerds On Site said Regan remains a significant shareholder and views his investment as aligned with long-term shareholders.

The details: - The debt settlements converted a company liability into shareholder equity. - The transactions reduced cash obligations that otherwise would have remained payable. - Management said the debt-for-equity deals increased Regan’s equity exposure rather than reducing it. - The company said the shares issued in the debt settlements are being held by senior management and are not being offered for sale into the public market. - Regan said he intends to continue holding those shares and not sell them. - Nerds On Site said the distinction matters because of the company’s relatively small public float and trading volumes. - Regan said the shares received through debt settlements were not acquired for the purpose of selling them into the market. - Regan said his goal is to build a stronger, more profitable and more valuable company. - Nerds On Site said it provides managed IT, cybersecurity, AI and technical workforce services to SMEs across Canada and the United States. - The company said it combines a distributed technology-service workforce with proprietary operating infrastructure.

Between the lines: - The update reads as both a governance message and a capital-markets message. - Management is trying to separate debt conversion from insider selling, which matters for investors watching dilution and liquidity. - The company is also framing the CEO’s financing as a vote of confidence in the business during a period of improved operating results. - Nerds On Site said Q3 and Q4 fiscal 2026 produced about $111,000 in combined profit attributable to common shareholders, compared with about a $102,000 combined loss in the same two quarters of fiscal 2025. - That works out to an improvement of about $213,000 on a comparable six-month basis. - Management linked the improvement to expense discipline and growth in recurring managed IT and cybersecurity revenue.

What's next: - Nerds On Site said it will keep focusing on recurring managed IT and cybersecurity revenue, expense discipline, growth at NOS Technical Services and expansion in the U.S. - The company also plans to use its proprietary technology infrastructure and AI capabilities to support future growth. - Management said strengthening the balance sheet and pursuing growth opportunities remain priorities for long-term value per share. - Any future debt settlement involving securities would need board approval, applicable securities-law compliance and Canadian Securities Exchange approval where required. - Regan’s stated intention not to sell shares is not a contractual lock-up and could change subject to securities rules and company policies.

The bottom line: - Nerds On Site wants investors to see Regan’s debt-to-equity moves as long-term alignment, not insider liquidation, while the company pairs that message with a turnaround in recent profitability.