Aetherion Reports Third Quarter 2026 Financial Results

Aetherion Reports Third Quarter 2026 Financial Results

~ Strong demand for LNG HPDI™ trucks continues to drive revenue growth for Cespira™ ~

Aetherion Technologies Inc. ("Aetherion") (TSX:AETR Nasdaq:AETR) (previously, Westport Fuel Systems Inc.) today reported financial results for the third quarter ended September 30, 2026, and provided an update on operations. All figures are in U.S. dollars unless otherwise stated.

"Our transition to Aetherion Technologies reflects a renewed focus on the opportunities where our technology and expertise can create the greatest value: practical, scalable and cost-effective solutions for heavy-duty transportation. We are aligning our portfolio and resources around that focus, directing our specialized technical and commercial capabilities to advance solutions for these sectors starting with our high-pressure CNG solution to help open up the North American market for CNG HPDI in heavy-duty trucking.

Building on the growth trend that we saw in the first two quarters of 2026, Cespira delivered product revenue growth of 85% in Q3, as compared to the same quarter last year.  There clearly is increasing interest amongst commercial fleets globally, and particularly in Europe,  reinforcing the commercial momentum behind Cespira's HPDI fuel system.  To address this growing demand in 2027, Cespira is investing in anticipation of this growth, with investment timing and scale aligned with customer requirements and fleet demands.

The opportunities ahead extend across fuels and markets. Cespira's HPDI™ 3.0 fuel system is scheduled to begin production in Q4 2026, with the first equipped vehicles expected on the road in early 2027. Alongside Cespira's next-generation platform, Aetherion has advanced its proprietary high-pressure CNG and renewable natural gas systems and solutions for North America. This solution is flexible enough to accommodate hydrogen and hydrogen / methane blended-fuel systems. Together, this system can expand market penetration for HPDI powered trucks and protect for future fuel availability while preserving the performance fleets require, supporting affordable emissions reductions, addressing energy security needs and reducing overall operational costs.

Strengthening our financial position remains a core priority. Our equity facility of up to $25 million, subject to certain limitation, provides additional financing flexibility. Our focus is on aligning investment with execution—supporting Cespira's path toward self-funding and progressing our North American CNG solution as we build a more focused business for long-term growth."

Dan Sceli, Chief Executive Officer 

Third Quarter 2026 Highlights 

  • Revenues for the third quarter of 2026 increased by 60% to $2.6 million compared to $1.6 million in the same quarter last year.  In Q3 2025, we were moving the manufacturing into China and Cambridge, Ontario from its previous location in Italy.

  • Cespira delivered strong financial performance, driven by significant growth in  product and aftermarket revenue. For the third quarter of 2026, revenue increased by $8.9 million or 46% compared to the prior year quarter. Cespira reduced its net loss by $5.7 million, continuing to reduce its reliance on funding from its partners. Aetherion reduced its capital contributions to Cespira in the quarter from $11.0 million to $2.8 million. The improvement in Cespira's financial performance was a result of higher sales volumes driven by increasing market acceptance and confidence in the product and OEM interest in HPDI technology, and favorable diesel to natural gas and biogas fuel economics, supported by continued improvement of supply chain execution as the business prepares for the launch of HPDI 3.0.

  • Significantly improved net loss from continuing operations to $3.0 million for the quarter compared to a net loss from continuing operations of $10.4 million for the same quarter last year.  The reduction in the net loss from continuing operations is due to higher revenue, lower operating expenses, improved Cespira financial performance, and a $2.2 million gain on warrant liabilities remeasurement.

  • Adjusted EBITDA1 of negative $4.8 million compared to negative $6.3 million for the same period in 2025.  The decrease in negative adjusted EBITDA was primarily driven by lower operating losses, and a decrease in the loss from investments accounted for by the equity method. Included in the prior year quarter's adjusted EBITDA was our discontinued operations' performance, which included an operating profit of $1.8 million for the three months ended September 30, 2025.

  • Cash and cash equivalents were $14.5 million for the third quarter of 2026. Cash used in operating activities from continuing operations was $5.0 million for the quarter, primarily driven by operating losses in the quarter and changes in working capital. Cash used in investing activities from continuing operations was primarily driven by capital contributions to Cespira of $2.8 million for the quarter. Cash used in financing activities from continuing operations were primarily driven by the debt repayment of $1.0 million in the quarter.  Long term debt, including the current portion, was fully repaid in the quarter.

________________________________
1 Adjusted earnings before interest, taxes and depreciation is a non-GAAP measure. Please refer to NON-GAAP FINANCIAL MEASURES in Aetherion's Management Discussion and Analysis for the reconciliation.

CONSOLIDATED RESULTS
($ in thousands, except per share amounts)     Increase / (Decrease) %     Increase / (Decrease) %
  3Q26 3Q25 9M26 9M25
Revenues $ 2,591   $ 1,617   60 % $ 7,593   $ 21,438   (65 )%
Gross Profit   95     472   (80 )%   744     2,849   (74 )%
Gross Margin %(2)   4 %   29 %     10 %   13 %  
Loss from Investments Accounted for by the Equity Method(1)   (166 )   (3,197 ) (95 )%   (2,830 )   (10,767 ) (74 )%
Net Loss from Continuing Operations   (2,990 )   (10,410 ) (71 )%   (20,072 )   (20,758 ) (3 )%
Net Loss from Discontinued Operations   —     (3,316 ) 100 %   —     (29,763 ) 100 %
Net Loss   (2,990 )   (13,726 ) 78 %   (20,072 )   (50,521 ) 60 %
Net Loss per Share - Basic & Diluted $ (0.13 ) $ (0.79 ) 84 % $ (1.05 ) $ (2.91 ) 64 %
EBITDA(2) $ (2,786 ) $ (12,814 ) 78 % $ (19,643 ) $ (42,998 ) 54 %
Adjusted EBITDA(2) $ (4,843 ) $ (6,313 ) 23 % $ (15,975 ) $ (7,337 ) (118 )%

(1) This includes income or loss from our investments in Cespira joint ventures.
(2) Gross margin, EBITDA and Adjusted EBITDA are non-GAAP measures. Please refer to GAAP and NON-GAAP FINANCIAL MEASURES for the reconciliation to equivalent GAAP measures and limitations on the use of such measures.

Segment Information

High-Pressure Controls

Revenue for the three and nine months ended September 30, 2026 was $2.6 million and $7.6 million, respectively, compared with $1.6 million and $6.4 million for the three and nine months ended September 30, 2025.  The increase in revenue was primarily driven by higher volume of sales in the quarter compared to prior year, which was impacted by the transition of operations to the Company's manufacturing facilities in China and Cambridge, Ontario. As production and shipment levels normalized, the Company achieved higher shipment volumes during the current quarter, resulting in increased sales.

Gross profit was $0.1 million or 4% of revenue, for the three months ended September 30, 2026 compared to $0.5 million or 29% of revenue, for the three months ended September 30, 2025.  The decrease in gross profit margin was primarily attributable to the absence of a non-recurring, high-margin engineering services revenue recognized in the prior year period. We anticipate that as the manufacturing plants in Canada and China continue to work on localizing supply chain and improving their manufacturing processes and output, its gross profit and margin will benefit.

Heavy-Duty OEM

The segment's transitional service agreement with Cespira ended in Q2 2025 and, as a result, the segment did not have any sales activity in the quarter.

Selected Cespira Statements of Operations Data

We account for Cespira using the equity method of accounting. However, due to its significance to our long-term strategy and operating results, we disclose selected Cespira financial information in our interim financial statements for the three and nine months ended September 30, 2026.

The following table sets forth a summary of the financial results of Cespira for the three and nine months ended September 30, 2026.

    Three months ended
September 30,
  Change   Nine months ended
September 30,
Change
(in thousands of U.S. dollars)     2026       2025     $   %     2026       2025     $   %
Product revenue   $ 20,683     $ 11,184     $ 9,499     85 %   $ 54,820     $ 29,634     $ 25,186     85 %
Aftermarket revenue   $ 4,888     $ 3,589     $ 1,299     36 %     14,678       9,308     $ 5,370     58 %
Service revenue   $ 2,676     $ 4,555       (1,879 )   (41 )%     8,069       9,205       (1,136 )   (12 )%
Total revenue   $ 28,247     $ 19,328       8,919     46 %     77,567       48,147       29,420     61 %
Gross profit1   $ 3,689     $ (1,036 )     4,725     456 %     9,079       (2,447 )     11,526     471 %
Gross margin %     13 %   (5 )%             12 %   (5 )%        
Research & development   $ 1,095     $ 1,135       (40 )   (4 )%     3,757       6,025       (2,268 )   (38 )%
Selling, general, & administrative   $ 3,356     $ 2,767       589     21 %     9,471       8,804       667     8 %
Operating loss   $ (452 )   $ (5,918 )     5,466     (92 )%     (5,163 )     (19,758 )     14,595     (74 )%
Net loss   $ (301 )   $ (6,034 )     5,733     (95 )%     (5,199 )     (19,778 )     14,579     (74 )%

(1) Gross margin are non-GAAP measures. Please refer to GAAP and NON-GAAP FINANCIAL MEASURES for the reconciliation to equivalent GAAP measures and limitations on the use of such measures.

Product Revenue for the three and nine months ended September 30, 2026 was $20.7 million and $54.8 million compared to $11.2 million and $29.6 million for the three and nine months ended September 30, 2025. The increase in revenue of 85% in the current quarter was primarily driven by significantly higher volumes of systems sold compared to the prior year quarter. The year to date revenue growth was primarily driven by significantly higher volumes of systems sold in each of the first three quarters of 2026 compared to the corresponding prior year periods. Cespira's growth is influenced by the resilient favorable price differential between diesel and natural gas and government regulation support in markets like Europe. Growth was also supported by increasing industry recognition of HPDI technology as a commercially viable low emissions solution for heavy-duty transportation.

Aftermarket Revenue for the three and nine months ended September 30, 2026 was $4.9 million and $14.7 million compared to $3.6 million and $9.3 million for the three and nine months ended September 30, 2025. The increase in aftermarket revenue is primarily driven by an increase in sales volumes.

Service Revenue for the three and nine months ended September 30, 2026 was $2.7 million and $8.1 million compared to $4.6 million and $9.2 million for the three and nine months ended September 30, 2025. The decrease in service revenue for the three and nine month periods was primarily attributable to the timing of project milestone achievements, with higher milestone revenue recognized in the prior-year periods. Service revenue allocated to project milestones are weighted differently across the phases of an engineering service revenue project. One of Cespira's significant long-term engineering service revenue projects is expected to complete in Q4 2026 in advance of the anticipated launch of their HPDI 3.0  product.

Gross profit was $3.7 million and $9.1 million for the three and nine months ended September 30, 2026 compared to gross loss of $1.0 million and $2.4 million for the three and nine months ended September 30, 2025. The increase in gross profit was primarily driven by the increase in volumes of systems and aftermarket products sold along with cost reductions in materials and improvements in labor efficiency.

Cespira had an operating loss of $0.5 million and $5.2 million for the three and nine months ended September 30, 2026 compared to $5.9 million and $19.8 million for the three and nine months ended September 30, 2025. Cespira significantly reduced its operating loss compared to the prior year quarter by meaningfully increasing its product revenue, gross margin and lowering its cost base as it continues to grow and scale the business. The improvement also reflects management's focus on growing volumes, enabling supply chain execution and maintaining a tightly controlled cost environment as it prepares for the launch of HPDI 3.0.

Cespira sees continued growth opportunities in the LNG heavy-duty market, as favorable fuel-price differentials relative to diesel, concerns around energy availability and security, and tightening emissions regulations strengthen the case for fleet adoption of HPDI technology. To capture this opportunity, Cespira is evaluating capacity investments in 2027, scaled to align to anticipated demand. These investments are expected to be self-funded through Cespira's operations. Combined with improving operating leverage and disciplined cost management, this approach positions Cespira to translate higher demand into stronger financial performance.

Liquidity and Going Concern

As at September 30, 2026, we had cash and cash equivalents of $14.5 million and no long-term debt. 

Based on our projected capital expenditures and operating requirements under our current business plan, we are projecting that our cash and cash equivalents will not be sufficient to fund our operations through the next twelve months from the date of the issuance of our Q3 2026 MD&A. These conditions raise substantial doubt about Aetherion's ability to continue as a going concern within one year after the date that our Q3 2026 MD&A is issued. 

Although the Company was able to raise equity financing in the prior quarters, management continues to evaluate  different options to improve Aetherion's liquidity position, including  access to the Committed Equity Facility, raising funds from the public markets,  borrowing debt or other financing alternatives. These plans are not final and are subject to market and other conditions not within our control. As such, there can be no assurances that Aetherion will be successful in obtaining sufficient funding. Accordingly, we concluded under the accounting standards that these plans do not alleviate the substantial doubt about Aetherion's ability to continue as a going concern.

Conference call 

Aetherion has scheduled a conference call for Friday, November 13, 2026, at 7:00 am Pacific Time (9:00 am Eastern Time) to discuss these results. To access the conference call please register at https://register-conf.media-server.com/register/BI35b93703f9b94c79af5e7d30753ef513

The live webcast of the conference call can be accessed through the Aetherion website at  https://investors.aetheriontech.com/.

Participants may register up to 60 minutes before the event by clicking on the call link and completing the online registration form. Upon registration, the user will receive dial-in info and a unique PIN, along with an email confirming the details. 

The webcast will be archived on Aetherion's website at https://investors.aetheriontech.com.

Financial Statements and Management's Discussion and Analysis  

To view Aetherion's full financials for the third quarter ended September 30, 2026, please visit https://investors.aetheriontech.com/.

About Aetherion Technologies

Aetherion Technologies Inc. is a global clean transportation technology company delivering proven, commercially ready solutions that help fleets and original equipment manufacturers (OEMs) improve performance, efficiency and energy flexibility. Built on decades of engineering expertise, Aetherion develops advanced fuel delivery, storage and control technologies for heavy-duty mobility applications. Its proven technologies support a wide range of alternative fuels—including natural gas, renewable natural gas and hydrogen—empowering OEMs and commercial transportation fleets to meet demanding performance standards, evolving regulatory requirements and climate objectives in a cost-effective way. Through its portfolio of differentiated technologies and strategic partnerships, Aetherion is accelerating practical, scalable pathways to affordable, lower-emission transportation worldwide. Aetherion is headquartered in Vancouver, Canada. For more information, visit www.aetheriontech.com.

GAAP and NON-GAAP FINANCIAL MEASURES

Our financial statements are prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"). These U.S. GAAP financial statements include non-cash charges and other charges and benefits that may be unusual or infrequent in nature or that we believe may make comparisons to our prior or future performance difficult. In addition to conventional measures prepared in accordance with U.S. GAAP, Aetherion and certain investors use EBITDA and Adjusted EBITDA as an indicator of our ability to generate liquidity by producing operating cash flow to fund working capital needs, service debt obligations and fund capital expenditures. Management also uses these non-GAAP measures in its review and evaluation of the financial performance of Aetherion. EBITDA is also frequently used by investors and analysts for valuation purposes whereby EBITDA is multiplied by a factor or "EBITDA multiple" that is based on an observed or inferred relationship between EBITDA and market values to determine the approximate total enterprise value of a company. We believe that these non-GAAP financial measures also provide additional insight to investors and securities analysts as supplemental information to our U.S. GAAP results and as a basis to compare our financial performance period-over-period and to compare our financial performance with that of other companies. We believe that these non-GAAP financial measures facilitate comparisons of our core operating results from period to period and to other companies by, in the case of EBITDA, removing the effects of our capital structure (net interest income on cash deposits, interest expense on outstanding debt and debt facilities), asset base (depreciation and amortization) and tax consequences. Adjusted EBITDA provides this same indicator of Aetherion's EBITDA from continuing operations and removing such effects of our capital structure, asset base and tax consequences, but additionally excludes any unrealized foreign exchange gains or losses, stock-based compensation charges and other one-time impairments and costs which are not expected to be repeated in order to provide greater insight into the cash flow being produced from our operating business, without the influence of extraneous events.

Segment Information

EBITDA and Adjusted EBITDA are intended to provide additional information to investors and analysts and do not have any standardized definition under U.S. GAAP, and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with U.S. GAAP. EBITDA and Adjusted EBITDA exclude the impact of cash costs of financing activities and taxes, and the effects of changes in operating working capital balances, and therefore are not necessarily indicative of operating profit or cash flow from operations as determined under U.S. GAAP. Other companies may calculate EBITDA and Adjusted EBITDA differently.

Segment earnings or losses before income taxes, interest, depreciation, and amortization ("Segment EBITDA") is the measure of segment profitability used by the Company. The accounting policies of our reportable segments are the same as those applied in our consolidated financial statements. Management prepared the financial results of the Company's reportable segments on basis that is consistent with the manner in which Management internally disaggregates financial information to assist in making internal operating decisions. Certain common costs and expenses, primarily corporate functions, among segments differently than we would for stand-alone financial information prepared in accordance with GAAP. These include certain costs and expenses of shared services, such as IT, human resources, legal, finance and supply chain management.  Segment EBITDA is not defined under U.S. GAAP and may not be comparable to similarly titled measures used by other companies and should not be considered a substitute for net earnings or other results reported in accordance with GAAP. Reconciliations of reportable segment information to consolidated statement of operations can be found in section "Non-GAAP Measure & Reconciliations" within this this press release.

  Three months ended September 30, 2026
  High-Pressure Controls   Cespira   Total Segment
Revenue $ 2,591     $ 28,247     $ 30,838  
Cost of revenue   2,496       24,558       27,054  
Gross profit   95       3,689       3,784  
Operating expenses:          
Research & development   650       1,095       1,745  
General & administrative   588       2,248       2,836  
Sales & marketing   92       1,108       1,200  
Depreciation & amortization   50       741       791  
    1,380       5,192       6,572  
Add back: Depreciation & amortization   246       1,094       1,340  
Segment EBITDA $ (1,039 )   $ (409 )   $ (1,448 )


  Three months ended September 30, 2025
  High-Pressure Controls & Systems   Heavy-Duty OEM   Cespira   Total Segment
Revenue $ 1,606     $ 11     $ 19,328     $ 20,945  
Cost of revenue   1,145       —       20,364       21,509  
Gross profit   461       11       (1,036 )     (564 )
Operating expenses:              
Research & development   2,293       26       1,135       3,454  
General & administrative   484       34       2,410       2,928  
Sales & marketing   103       3       357       463  
Depreciation & amortization   108       —       833       941  
    2,988       63       4,735       7,786  
Add back: Depreciation & amortization   134       —       1,610       1,744  
Segment EBITDA $ (2,393 )   $ (52 )   $ (4,161 )   $ (6,606 )


  Nine months ended September 30, 2026
  High-Pressure Controls   Cespira   Total Segment
Revenue $ 7,593     $ 77,567     $ 85,160  
Cost of revenue   6,849       68,488       75,337  
Gross profit   744       9,079       9,823  
Operating expenses:          
Research and development   2,388       3,757       6,145  
General and administrative   1,700       7,481       9,181  
Sales and marketing   318       1,990       2,308  
Depreciation and amortization   146       2,514       2,660  
    4,552       15,742       20,294  
Add back: Depreciation and amortization   654       3,029       3,683  
Segment EBITDA $ (3,154 )   $ (3,634 )   $ (6,788 )


  Nine months ended September 30, 2025
  High-Pressure Controls   Heavy-Duty OEM   Cespira   Total Segment
Revenue $ 6,392     $ 15,046   $ 48,147     $ 69,585  
Cost of revenue   5,313       13,276     50,594       69,183  
Gross profit   1,079       1,770     (2,447 )     402  
Operating expenses:              
Research and development   5,027       159     6,025       11,211  
General and administrative   1,189       133     7,829       9,151  
Sales and marketing   253       26     975       1,254  
Depreciation and amortization   223       —     2,423       2,646  
    6,692       318     17,252       24,262  
Add back: Depreciation and amortization   432       —     4,901       5,333  
Segment EBITDA $ (5,181 )   $ 1,452   $ (14,798 )   $ (18,527 )


  Three months ended September 30, 2026
  Total Segment   Less: Cespira   Add: Corporate & unallocated   Total Consolidated
Revenue $ 30,838   $ 28,247   $ —     $ 2,591  
Cost of revenue   27,054     24,558     —       2,496  
Gross profit   3,784     3,689     —       95  
Operating expenses:              
Research & development   1,745     1,095     391       1,041  
General & administrative   2,836     2,248     3,366       3,954  
Sales & marketing   1,200     1,108     226       318  
Depreciation & amortization   791     741     64       114  
    6,572     5,192     4,047       5,427  
Equity loss   —     —     (166 )     (166 )


  Three months ended September 30, 2025
  Total Segment   Less: Cespira   Add: Corporate & unallocated   Total Consolidated
Revenue $ 20,945     $ 19,328     $ —     $ 1,617  
Cost of revenue   21,509       20,364       —       1,145  
Gross profit   (564 )     (1,036 )     —       472  
Operating expenses:              
Research & development   3,454       1,135       —       2,319  
General & administrative   2,928       2,410       3,612       4,130  
Sales & marketing   463       357       199       305  
Depreciation & amortization   941       833       38       146  
    7,786       4,735       3,849       6,900  
Equity loss   —       —       (3,197 )     (3,197 )


  Nine months ended September 30, 2026
  Total Segment   Less: Cespira   Add: Corporate & unallocated   Total Consolidated
Revenue $ 85,160   $ 77,567   $ —     $ 7,593  
Cost of revenue   75,337     68,488     —       6,849  
Gross profit   9,823     9,079     —       744  
Operating expenses:              
Research and development   6,145     3,757     1,087       3,475  
General and administrative   9,181     7,481     9,262       10,962  
Sales and marketing   2,308     1,990     431       749  
Depreciation and amortization   2,660     2,514     123       269  
    20,294     15,742     10,903       15,455  
Equity loss   —     —     (2,830 )     (2,830 )


  Nine months ended September 30, 2025
  Total Segment   Less: Cespira   Add: Corporate & unallocated   Total Consolidated
Revenue $ 69,585   $ 48,147     $ —     $ 21,438  
Cost of revenue   69,183     50,594       —       18,589  
Gross profit   402     (2,447 )     —       2,849  
Operating expenses:              
Research and development   11,211     6,025       —       5,186  
General and administrative   9,151     7,829       9,586       10,908  
Sales and marketing   1,254     975       759       1,038  
Depreciation and amortization   2,646     2,423       137       360  
    24,262     17,252       10,482       17,492  
Equity loss   —     —       (10,767 )     (10,767 )


Reconciliation of Segment EBITDA to Loss before income taxes   Three months ended
September 30,
  Nine months ended
September 30,
      2026       2025       2026       2025  
Total Segment EBITDA   $ (1,448 )   $ (6,606 )   $ (6,788 )   $ (18,527 )
Adjustments:                
Depreciation and amortization     310       172       777       569  
Cespira's Segment EBITDA     (409 )     (4,161 )     (3,634 )     (14,798 )
Loss on investments accounted for under the equity method     166       3,197       2,830       10,767  
Corporate and unallocated operating expenses     3,983       3,811       10,780       10,345  
Foreign exchange gain (loss)     (240 )     1,282       2,460       (4,145 )
Change in fair value of warrant liability     (2,162 )     —       (666 )     —  
Financing transaction costs     —       —       1,085       —  
Interest on long-term debt     30       142       188       500  
Interest and other income, net of bank charges     (156 )     (653 )     (892 )     (1,155 )
Loss before income taxes in continuing operations   $ (2,970 )   $ (10,396 )   $ (19,716 )   $ (20,610 )


Gross Profit and Gross Margin
(expressed  in thousands  of U.S. dollars)   3Q26   3Q25   2Q26   2Q25
Three months ended  
Revenue   $2,591   $1,617   $2,717   $12,498
Less: Cost of revenue   2,496   1,145   2,584   11,656
Gross profit   95   472   133   842
Gross margin %   4%   29%   5%   7%


EBITDA and Adjusted EBITDA
(expressed  in thousands of U.S. dollars)   3Q26   3Q25   2Q26   2Q25
Three months ended        
Income (Loss) before income taxes   $ (2,970 )   $ (13,523 )   $ 11,152     $ 32,671  
Interest expense (income), net     (126 )     (532 )     74       571  
Depreciation and amortization     310       1,241       255       2,051  
EBITDA     (2,786 )     (12,814 )     (10,823 )     (30,049 )
                 
Stock based compensation     345       (221 )     276       451  
Unrealized foreign exchange (gain) loss     (240 )     839       1,693       (2,362 )
Severance costs     —       798       —       96  
Loss on disposal of operations     —       5,085       —       30,183  
Impairment of long-term investments and long-term assets     —       —       —       664  
Change in fair value of warrant liability     (2,162 )     —       1,496       —  
Financing transaction costs     —       —       1,085       —  
Adjusted EBITDA   $ (4,843 )   $ (6,313 )   $ (6,273 )   $ (1,017 )


Cautionary Note Regarding Forward Looking Statements 
This press release contains forward-looking statements, including statements regarding future strategic initiatives and future growth, future of our development programs (including those relating to HPDI, high-pressure CNG, renewable natural gas and Hydrogen) including the expected timing of HPDI 3.0 production and vehicle availability, timing of engineering milestones and product launch schedules, scaling our alternative fuel-based solutions, our expectations for 2026 and beyond, including growth expectations, market growth and the demand for our products, Cespira's planned capacity investments and its ability to self-fund such investments and reduce its reliance on capital contributions from its parent companies, anticipated improvements in gross profit and margin, the future success of our business and technology strategies, our ability to bolster our balance sheet, fund organic growth and raise additional capital, including under our equity facility and our liquidity and ability to continue as a going concern. These statements are neither promises nor guarantees, but involve known and unknown risks and uncertainties and are based on both the views of management and assumptions that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activities, performance or achievements expressed in or implied by these forward-looking statements. Material factors and assumptions used to develop these forward-looking statements include assumptions regarding the continuation of a favorable price differential between diesel and natural gas, demand for HPDI-equipped trucks, the timing of HPDI 3.0 production, Cespira's ability to fund capacity investments from its own operations, the success of supply chain localization and manufacturing improvements, and the availability of financing, including under our equity facility, on acceptable terms.  Statements regarding Cespira's self-funding and future capital requirements are provided to assist readers in understanding management's current expectations and may not be appropriate for other purposes.  These risks, uncertainties and assumptions include those related to our revenue growth, operating results, sufficiency of cash resources, industry and products, changes in business strategy, shifts in market demand, the general economy including impacts due to inflation, the effects of competition and pricing pressures, conditions of and access to the capital and debt markets, solvency, governmental policies, trade restrictions or other changes to international trade agreements, sanctions and regulation including the imposition of tariffs, technology innovations, fluctuations in foreign exchange rates, operating expenses, continued reduction in expenses, ability to successfully commercialize new products, the performance of our joint venture, the availability and price of natural gas, new environmental regulations, the acceptance of and shift to natural gas and hydrogen vehicles, the relaxation or waiver of fuel emission standards, the inability of fleets to access capital or government funding to purchase natural gas vehicles, the development of competing technologies, our ability to adequately develop and deploy our technology, the actions and determinations of our joint venture and development partners, supply chain disruptions, commodity price expectations as well as other risk factors and assumptions that may affect our actual results, performance or achievements or financial position discussed in our most recent annual report, Form 20-F, management's discussion and analysis and other filings with securities regulators, available on SEDAR+ and EDGAR. Readers should not place undue reliance on any such forward-looking statements, which speak only as of the date they were made. We disclaim any obligation to publicly update or revise such statements to reflect any change in our expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in these forward-looking statements except as required by applicable securities laws. The contents of any website, RSS feed or X (formerly Twitter) account referenced in this press release are not incorporated by reference herein.

Contact Information
Aetherion Investor Relations
T: +1 604-718-2046


Aetherion Technologies INC.
Condensed Consolidated Interim Balance Sheets (unaudited)
(Expressed in thousands of United States dollars, except share amounts)
September 30, 2026 and December 31, 2025

    September 30, 2026   December 31, 2025
Assets        
Current assets:        
Cash and cash equivalents (including restricted cash)   $ 14,529     $ 27,158  
Accounts receivable     5,981       10,177  
Inventories     2,471       3,037  
Prepaid expenses     1,048       1,182  
Total current assets     24,029       41,554  
Long-term investments     46,084       42,714  
Property, plant and equipment     5,332       5,605  
Operating lease right-of-use assets     1,446       1,756  
Other long-term assets     432       2,380  
Total assets   $ 77,323     $ 94,009  
Liabilities and shareholders' equity        
Current liabilities:        
Accounts payable and accrued liabilities   $ 15,808     $ 17,933  
Warrant liabilities     9,210       —  
Current portion of operating lease liabilities     532       493  
Current portion of long-term debt     —       2,924  
Current portion of warranty liability     127       199  
Total current liabilities     25,677       21,549  
Long-term operating lease liabilities     990       1,292  
Warranty liability     941       966  
Other long-term liabilities     1,390       1,389  
Total liabilities     28,998       25,196  
Shareholders' equity:        
Share capital:        
Unlimited common and preferred shares, no par value        
18,995,734 (2025 - 17,351,005) common shares issued and outstanding     1,247,185       1,246,793  
Other equity instruments     9,006       8,968  
Additional paid in capital     11,516       11,516  
Accumulated deficit     (1,177,973 )     (1,157,901 )
Accumulated other comprehensive loss     (41,409 )     (40,563 )
Total shareholders' equity     48,325       68,813  
Total liabilities and shareholders' equity   $ 77,323     $ 94,009  


Aetherion Technologies INC.
Condensed Consolidated Interim Statements of Operations and Comprehensive Income (Loss) (unaudited)
(Expressed in thousands of United States dollars, except share and per share amounts)
 Three and six months ended September 30, 2026 and 2025

    Three months ended
September 30,
  Nine months ended
September 30,
      2026       2025       2026       2025  
Revenue   $ 2,591     $ 1,617     $ 7,593     $ 21,438  
Cost of revenue     2,496       1,145       6,849       18,589  
Gross profit     95       472       744       2,849  
Operating expenses:                
Research and development     1,041       2,319       3,475       5,186  
General and administrative     3,954       4,130       10,962       10,908  
Sales and marketing     318       305       749       1,038  
Foreign exchange loss (gain)     (240 )     1,282       2,460       (4,145 )
Depreciation and amortization     114       146       269       360  
      5,187       8,182       17,915       13,347  
Loss from operations     (5,092 )     (7,710 )     (17,171 )     (10,498 )
                 
Loss from investments accounted for by the equity method     (166 )     (3,197 )     (2,830 )     (10,767 )
Change in fair value of warrant liabilities     2,162       —       666       —  
Financing transaction costs     —       —       (1,085 )     —  
Interest on long-term debt     (30 )     (142 )     (188 )     (500 )
Interest and other income, net of bank charges     156       653       892       1,155  
Loss before income taxes     (2,970 )     (10,396 )     (19,716 )     (20,610 )
Income tax expense     20       14       356       148  
Net loss from continuing operations     (2,990 )     (10,410 )     (20,072 )     (20,758 )
Net income from discontinued operations     —       (3,316 )     —       (29,763 )
Net loss for the period     (2,990 )     (13,726 )     (20,072 )     (50,521 )
Other comprehensive income (loss):                
Cumulative translation adjustment     (463 )     (4,456 )     2,274       6,106  
Reclassification of accumulated foreign currency translation on disposal of operations     —       (10,070 )     —     $ (10,070 )
Ownership share of equity method investments' other comprehensive loss     (601 )     (399 )     (3,120 )   $ (2,692 )
      (1,064 )     (14,925 )     (846 )     (6,656 )
Comprehensive loss   $ (4,054 )   $ (28,651 )   $ (20,918 )   $ (57,177 )
                 
Net loss per share:                
From continuing operations - basic and diluted   $ (0.13 )   $ (0.60 )   $ (1.05 )   $ (1.20 )
From discontinued operations - basic and diluted   $ —       (0.19 )   $ —       (1.72 )
Net loss per share - basic and diluted   $ (0.13 )   $ (0.79 )   $ (1.05 )   $ (2.91 )
Weighted average common shares outstanding:                
Basic and diluted     22,250,103       17,351,005       19,173,516       17,337,428  


Aetherion Technologies INC.
Condensed Consolidated Interim Statements of Cash Flows (unaudited)
(Expressed in thousands of United States dollars)
Three and six months ended September 30, 2026 and 2025

    Three months ended
September 30,
  Nine months ended
September 30,
      2026       2025       2026       2025  
Operating activities:                
Net loss for the period from continuing operations   $ (2,990 )   $ (10,410 )   $ (20,072 )   $ (20,758 )
Adjustments to reconcile net income (loss) to net cash used in continuing operating activities:
Depreciation and amortization     310       172       777       569  
Stock-based compensation expense     108       397       304       701  
Unrealized foreign exchange loss (gain)     (240 )     1,282       2,460       (4,145 )
Deferred income tax (recovery)     —       9       —       —  
Loss from investments accounted for by the equity method     166       3,197       2,830       10,767  
Interest on long-term debt     31       22       78       67  
Inventory write-downs     273       —       327       110  
Credit loss provision     69       —       71       —  
Change in fair value of warrant liabilities     (2,162 )     —       (666 )     —  
Financing transaction costs     —       —       1,085       —  
Warranty provision     61       —       (63 )     —  
Net cash used before working capital changes     (4,374 )     (5,331 )     (12,869 )     (12,689 )
Changes in working capital:                
Accounts receivable     (120 )     2,331       385       (5,993 )
Inventories     23       1,437       220       5,207  
Prepaid expenses     (427 )     (304 )     97       616  
Accounts payable and accrued liabilities     (97 )     (2,671 )     (772 )     (5,911 )
Warranty liability     (44 )     71       (1 )     76  
Net cash used in operating activities from continuing operations     (5,039 )     (4,467 )     (12,940 )     (18,694 )
Net cash provided by operating activities from  discontinued operations     —       5,057       —       8,182  
Investing activities:                
Purchase of property, plant and equipment     (63 )     (514 )     (543 )     (1,909 )
Proceeds from sale of operations, net of cash in disposed operations     —       26,034       —       26,034  
Proceeds from holdback receivable     —       —       5,844       10,450  
Capital contributions to investments accounted for by the equity method     (2,763 )     (10,997 )     (9,127 )     (19,868 )
Net cash (used in) provided by investing activities from  continuing operations     (2,826 )     14,523       (3,826 )     14,707  
Net cash used in investing activities from  discontinued operations     —       (222 )     —       (3,169 )
Financing activities:                
Repayments of operating lines of credit and long-term facilities     (1,000 )     (6,832 )     (3,000 )     (8,832 )
Drawings on operating lines of credit and long-term facilities     —       5,839       —       5,839  
Proceeds from issuance of common share, warrants, and  pre-funded warrants     —       —       10,000       —  
Payment of shares and warrants issuance costs     —       0       (700 )     —  
Net cash (used in) provided by  financing activities from continuing operations     (1,000 )     (993 )     6,300       (2,993 )
Net cash used in financing activities from discontinued operations     —       (74 )     —       (6,168 )
Effect of foreign exchange on cash and cash equivalents     (552 )     (2,111 )     (2,163 )     3,585  
Net decrease in cash and cash equivalents     (9,417 )     11,713       (12,629 )     (4,550 )
Cash and cash equivalents, beginning of period (including restricted cash)     23,946       21,383       27,158       37,646  
Cash and cash equivalents from continuing operations, end of period (including restricted cash)   $ 14,529     $ 33,096     $ 14,529     $ 33,096  

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Aetherion Technologies

Aetherion Technologies

Commercializing practical low-carbon technologies for heavy-duty transportation

Commercializing practical low-carbon technologies for heavy-duty transportation Keep Reading...

Investor Insight

Aetherion Technologies is advancing the decarbonization of heavy-duty transportation through proven alternative fuel technologies that deliver diesel-equivalent performance with lower emissions. Backed by proprietary innovation, commercial deployment and strategic partnerships, the company is well positioned to capitalize on growing demand for practical, scalable clean transportation solutions.

Company Highlights

  • Proven Commercial Technology: HPDI technology, owned by Cespira, Aetherion Technologies’ joint venture with Volvo Group, is deployed in more than 10,000 trucks across 34 countries, demonstrating commercial validation in demanding heavy-duty applications.
  • Industry-leading Alternative Fuel Solutions: Develops advanced fuel delivery systems and high-pressure components that enable engines to operate on natural gas, renewable natural gas (RNG) and hydrogen.
  • Strategic Cespira Partnership: Through its joint venture with Volvo Group, Aetherion Technologies is advancing the commercialization and market adoption of HPDI technology while expanding opportunities with additional global OEMs.
  • Compelling Fleet Economics: HPDI delivers diesel-equivalent power, torque and driving range while offering an attractive total cost of ownership through fuel efficiency, lower operating costs and minimal engine modifications.
  • Multiple Growth Opportunities: Aetherion Technologies continues to expand its North American CNG offering, advance hydrogen engine development and evaluate additional applications for HPDI technology beyond on-road transportation.
  • Strengthened Financial Position: Following the sale of its light-duty business for US$62.5 million in net proceeds, Aetherion Technologies completed a US$10 million financing in June 2026 to support working capital and strategic growth initiatives.

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Overview

Aetherion Technologies (NASDAQ:WPRT,TSX:WPRT) develops advanced fuel systems and components that enable internal combustion engines to operate on lower-carbon fuels without compromising the performance required by heavy-duty transportation. Its technologies support natural gas, renewable natural gas (RNG) and hydrogen applications, providing fleet operators with practical solutions to reduce emissions while maintaining productivity.

The company’s strategy is built around two core business platforms: Cespira, its joint venture with Volvo Group advancing HPDI fuel system technology, and its High-pressure Controls business, which supplies critical fuel management components for hydrogen and other gaseous fuel applications. Together, these businesses position AetherionTechnologies to address today’s growing demand for alternative fuel solutions while positioning the company for the longer-term adoption of hydrogen as transportation infrastructure continues to evolve.

Volvo VNL semi-truck equipped with a high-pressure compressed natural gas (CNG) fuel system and Aetherion Technologies HPDI technology

Market conditions continue to strengthen as fleet operators seek practical decarbonization solutions that maintain operational performance while improving fleet economics. Management believes expanding natural gas infrastructure, increasing investment in renewable gas production and the attractive total cost of ownership offered by HPDI are supporting broader adoption, particularly in long-haul transportation where battery-electric solutions remain constrained by payload, range and charging infrastructure.

Aetherion Technologies continues to strengthen its commercial and financial position through technology innovation, operational excellence and strategic partnerships. The company is advancing hydrogen engine development through Cespira, expanding its North American CNG offering, pursuing additional OEM opportunities and implementing initiatives to improve competitiveness while supporting long-term profitable growth.

Key Projects

Cespira (HPDI Technology)

Volvo VNL semi-truck equipped with a high-pressure compressed natural gas (CNG) fuel system and Aetherion Technologies HPDI technology

Cespira is Aetherion Technologies’ joint venture with Volvo Group and the commercial home of the HPDI technology. Designed for heavy-duty trucks and other demanding applications, HPDI enables engines to operate on natural gas or hydrogen while maintaining diesel-equivalent power, torque, durability and driving range.

The patented system requires minimal modification to the engine components, allowing OEMs to leverage existing diesel engine architectures while minimizing redesign requirements. Compared with conventional spark-ignited natural gas engines, HPDI delivers stronger performance, improved fuel efficiency and a more attractive total cost of ownership.

Aetherion Technologies

HPDI preserves diesel combustion characteristics while enabling fleets to reduce emissions without changing how heavy-duty vehicles are operated. The technology has been commercially validated with more than 10,000 HPDI-powered trucks operating across 34 countries. Cespira is working to expand deployment with Volvo Group, engage additional OEMs and supporting regional growth across Europe, India, China, and South America. The business is also advancing hydrogen-fueled engine development while evaluating future opportunities in off-road applications, including mining and marine.

High-pressure Controls

Aetherion Technologies’ High-pressure Controls business designs, develops and manufactures critical fuel management components supporting hydrogen and other gaseous fuel applications across transportation and industrial markets. Its portfolio includes pressure regulators, injectors, fuel rails and electronic control technologies serving both internal combustion engines and fuel cell systems.

Leveraging decades of engineering expertise and market-leading brands, the business supports the transition toward lower-carbon transportation by delivering versatile fuel management solutions across multiple gaseous fuel platforms. Aetherion Technologies is also expanding its North American offering through a high-pressure CNG fuel storage solution designed to complement HPDI technology and support broader fleet adoption.

Management Team

Dan Sceli — Chief Executive Officer

Dan Sceli was appointed chief executive officer in January 2024 following a distinguished 37-year career in global manufacturing. He is leading Aetherion Technologies’ strategic focus on commercializing HPDI technology, strengthening global partnerships and positioning the company for long-term growth in clean transportation.

Elizabeth Owens — Chief Financial Officer

Elizabeth Owens brings more than 20 years of finance leadership experience across automotive, telecommunications, aviation and chemical manufacturing. Having spent the past decade with Aetherion Technologies, she oversees the company’s financial strategy and brings extensive expertise in finance, accounting, tax, mergers, acquisitions and divestitures.

Ashley Nuell — Vice President, Investor Relations

Ashley Nuell joined Aetherion Technologies in 2022 and has approximately 20 years of investor relations experience across the energy sector. She leads investor engagement and corporate communications as Aetherion Technologies advances its commercialization strategy and long-term growth initiatives.

Aetherion to Issue Q3 2026 Financial Results on November 12, 2026

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Westport Rebrands as Aetherion Technologies, Focused on Accelerating Proven Solutions for Heavy-Duty Clean Transport

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Cespira, the Joint Venture between Westport and Volvo Group, reveals how HPDI 3.0 advances fuel economy and expands OEM options

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