What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-11-13 compared with 2025-08-14 · 376 added, 240 removed, 329 unchanged (65% of the section changed)

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thousands of US dollars except share data)

June 30, 2025

December 31, 2024

In thousands of US dollars

(except stock data)

June 30, 2025

December 31, 2024

September 30,

Current Assets

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Convertible promissory notes

Promissory note

Other current liabilities

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Common Stock of $ 0.001 par value (“Common Stock”):

and 100,000,000 shares authorized as of June 30, 2025 and December 31, 2024, respectively;

899,410 and 13,409 shares issued and outstanding

as of June 30, 2025 and December 31, 2024, respectively

Stock value 250,000,000 and 100,000,000 shares authorized as of June 30, 2025 and December

31, 2024, respectively;

899,410 and 13,409 shares issued and outstanding as of June 30, 2025

250,000,000 and 100,000,000 shares authorized as of September 30, 2025 and December 31, 2024, respectively;

899,410 and 13,409 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively

Common Stock value 250,000,000 and 100,000,000 shares authorized as of

September 30, 2025 and December 31, 2024, respectively;

899,410 and 13,409 shares issued and outstanding as of September 30, 2025

and December 31, 2024, respectively

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TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Represents amount lower than $1.

amount lower than $1.

accompanying notes are an integral part of these condensed interim consolidated financial statements.

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thousands of US dollars except share data) (unaudited)

period ended June 30,

period ended September 30,

Operating expenses

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Comprehensive loss for the period

Basic and diluted net loss per common stock

Weighted average number of common stock used in computing basic and diluted loss per common stock

The accompanying notes are an integral part of these

condensed interim consolidated financial statements.

Basic and diluted net loss per share

Weighted-average shares used to compute basic and diluted net loss per share

accompanying notes are an integral part of these condensed interim consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

thousands of US Dollars except share data) (unaudited)

Comprehensive

Stockholders’

In thousands of US Dollars (except share data)

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Stock split adjustment

Cashless exchange of warrants into common shares

Balance as of June 30, 2025 (Unaudited)

Cashless exchange of warrants into Common Stock

Balance as of September 30, 2025 (Unaudited)

$ ( 148,210 )

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Exchange of warrants into shares

Issuance of warrants through private placement transaction

Balance as of June 30, 2024 (Unaudited)

Issuance of detachable warrants through private placements transactions

Issuance of shares and warrants as settlement of financial liabilities

Balance as of September 30, 2024 (Unaudited)

$ ( 122,356 )

Balance as of March 31, 2025 (Unaudited)

Balance as of June 30, 2025 (Unaudited)

$ ( 144,039 )

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Stock-based compensation

Issuance of common stock upon the completion of public offerings, net of offering expenses

Stock split adjustment

Balance as of September 30, 2025 (Unaudited)

$ ( 148,210 )

Balance as of June 30, 2024 (Unaudited)

$ ( 117,269 )

Balance as of March 31, 2024 (Unaudited)

$ ( 117,269 )

Loss for the period

Issuance of restricted shares as compensation towards directors

Other comprehensive income

Stock-based compensation

Issuance of common stock upon private placement transaction

Issuance of detachable warrants through private placements transactions

Restricted shares to be issued as compensation towards directors

Issuance of warrants through private placement transaction

Stock split adjustment

Balance as of June 30, 2024 (Unaudited)

Issuance of shares and warrants as settlement of financial liabilities

Balance as of September 30, 2024 (Unaudited)

$ ( 122,356 )

Represents amount lower than $1.

$ ( 122,356 )

amount lower than $1.

accompanying notes are an integral part of these condensed interim consolidated financial statements.

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thousands of US Dollars)

Six-month period ended

Nine-month period ended

September 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

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Linkage difference on principal of loans from stockholders

Revaluation expenses incurred from settlement of financial liabilities

Revaluation expenses related to derivative financial liabilities

Change in fair value of derivative liability

Amortization of debt discount and interest expense related to promissory notes

Amortization of original issue discount related to promissory note

Loss on warrant repurchase

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public offerings (Note 3A)

Net proceeds from promissory note

Series A warrant repurchase

Issuance of convertible promissory notes and bifurcated conversion feature through private placement transaction

Issuance of convertible promissory note, bifurcated conversion and redemption features and detachable warrants through private placement transaction

Issuance of notes and warrants through private placement transaction

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Cash and cash equivalents, and restricted cash, end of period

Six-month period ended

Nine-month period ended

September 30,

Supplemental disclosure of cash flow activities:

(a) Net cash paid during the quarter for:

(a) Net cash received during the quarter for:

(b) Non-cash activities:

Issuance of shares and warrants as settlement of financial liabilities

Recognition of right for usage asset against a lease liability

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and compares favorably to commercially available CGM systems.

The FIH study also confirmed the function of the CBGM sensor lead

in the subclavian vein.

The FIH study also confirmed the function of the CBGM sensor lead in

the subclavian vein.

Placement and removal procedures were successfully performed by interventional cardiologists.

Company is preparing for a long-term clinical study outside the United States to evaluate the device’s performance and safety

over an initial period of 1 year.

The Company obtained regulatory approval during the second quarter 2025 and patient enrollment is

expected to begin in the third quarter of 2025.

the second quarter 2025, the Company initiated discussions with the Food & Drug Administration (“FDA”) in preparations

for a pre-investigational device exemption (“IDE”) submission.

The discussions pertain to the protocol study design and

related requirements to secure IDE approval for future long-term human clinical trials in the United States.

The Company expects

to file the IDE submission to the FDA during the fourth quarter of 2025.

Company has initiated a long-term clinical study outside the United States to evaluate the CBGM product performance and safety over

an initial period of one (1) year.

The first phase of the clinical study provided early product learnings about how the complexity

of certain health conditions may impact study eligibility.

Consequently, the Company is undertaking certain protocol

amendments to refine participant selection criteria before enrolling additional participants.

In parallel, the Company intends

to implement certain product improvements.

The Company is committed to advancing its clinical program and intends to proceed swiftly

with the relevant protocol amendments and product enhancements, subject to approval by the institutional review board.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

thousands of US Dollars)

the second quarter 2025, the Company initiated discussions with the Food & Drug Administration

(“FDA”) in preparations for a pre-investigational device exemption (“IDE”)

The discussions pertain to the protocol study design and related requirements

to secure IDE approval for future long-term human clinical trials in the United States.

Company remains in active review with the FDA to accommodate their requirements and expects

to file the IDE submission to the FDA during the Spring of 2026.

Company believes its technology, if successful, has the potential to be a long-term, implantable system that continually measures

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Therefore, the Company is dependent upon external sources for financing its operations.

As of June 30, 2025, the Company has incurred an accumulated deficit of $ 144,039 .

As of September 30, 2025, the Company has incurred an accumulated deficit of $ 148,210 .

In addition, the Company has generated operating

losses and negative cash flow from operations since inception.

As of June 30, 2025, the balance of cash and cash equivalents amounted

the six months ended June 30, 2025, the Company raised $ 10.7 million through the sale of shares of common stock, par value $ 0.001

per share (the “Common Stock”).

The Company plans to finance its operations through the sale of equity securities

(and/or debt securities).

There can be no assurance that the Company will succeed in obtaining the necessary financing or generating

sufficient revenue from sale of its Glucotrack CBGM in order to continue its operations as a going concern.

As of September 30, 2025, the balance of cash and cash equivalents

amounted to $ 7,869 .

the nine months ended September 30, 2025, the Company raised $ 10.7 million through the sale of shares of Common Stock, par value

$ 0.001 per share and $ 3.0 million from the issuance of a promissory note.

The Company plans to finance its operations

through the sale of equity securities (and/or debt securities).

There can be no assurance that the Company will succeed in obtaining

the necessary financing or generating sufficient revenue from sale of its Glucotrack CBGM in order to continue its operations as

a going concern.

has considered the significance of such conditions in relation to the Company’s ability to meet its current obligations and

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Basis of Presentation

accompanying unaudited condensed interim consolidated financial statements and related notes should be read in conjunction with the

Company’s consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for

the fiscal year ended December 31, 2024, as was filed with the Securities Exchange Commission, (the “SEC”) on March 31,

The unaudited condensed interim consolidated financial statements have been prepared in accordance with the rules and regulations

of the SEC related to interim financial statements.

As permitted under those rules, certain information and footnote disclosures

normally required or included in financial statements prepared in accordance with U.S.

Generally Accepted Accounting Principles,

GAAP”) have been condensed or omitted.

accompanying unaudited condensed interim consolidated financial statements and related notes should be read in conjunction with the Company’s

consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended

December 31, 2024, as was filed with the Securities Exchange Commission, (the “SEC”) on March 31, 2025.

The unaudited condensed

interim consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC related to interim

financial statements.

As permitted under those rules, certain information and footnote disclosures normally required or included in financial

statements prepared in accordance with U.S.

Generally Accepted Accounting Principles, (or “U.S.

GAAP”) have been condensed

The financial information contained herein is unaudited;

however, management

believes all adjustments have been made that are considered necessary to present fairly the results of the Company’s financial

position and operating results for the interim periods.

however, management believes all adjustments have been made that

are considered necessary to present fairly the results of the Company’s financial position and operating results for the interim

All such adjustments are of a normal recurring nature.

results for the three and six month periods ended June 30, 2025 are not necessarily indicative of the results to be expected for

results for the three and nine month periods ended September 30, 2025 are not necessarily indicative of the results to be expected for

the year ending December 31, 2025 or for any other interim period or for any future period.

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preparation of the condensed consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities

at the dates of the financial statements, and the reported amounts of expenses during the reported periods.

Actual results could

differ from those estimates.

As applicable to these financial statements, the most significant estimates and assumptions relate to

evaluation of going concern, the classification of financial instruments as equity or liability and the determination of the fair

value of derivative liabilities.

GAAP requires management to make estimates and

assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the

dates of the financial statements, and the reported amounts of expenses during the reported periods.

Actual results could differ from

those estimates.

As applicable to these financial statements, the most significant estimates and assumptions relate to evaluation of

going concern, the classification of financial instruments as equity or liability and the determination of the fair value of derivative

Principles of Consolidation

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Cash and Cash Equivalents

equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from the date of

deposit), that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or

less as of the date acquired.

As June 30, 2025 and December 31, 2024, the Company held no cash equivalents.

equivalents are short-term highly liquid investments which include short term bank deposits (up to three months from the date of deposit),

that are not restricted as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the

date acquired.

As September 30, 2025 and December 31, 2024, the Company held no cash equivalents.

classified warrants

warrants that were determined to be freestanding financial instruments that are legally detachable and separately exercisable, do

not embody an obligation for the Company to repurchase its own shares, and permit the holders to receive a fixed number of shares

of common stock upon exercise for a fixed exercise price and thus, are considered as indexed to the Company’s own shares, were

classified as equity instruments.

As such warrants were issued together with financial instruments that are not subsequently measured

at fair value, the warrants were measured based on allocation of the proceeds received by the Company in accordance with the relative

fair value basis.

warrants that were determined to be freestanding financial instruments that are legally detachable and separately exercisable, do not

embody an obligation for the Company to repurchase its own shares, and permit the holders to receive a fixed number of shares of Common

Stock upon exercise for a fixed exercise price and thus, are considered as indexed to the Company’s own shares, were classified

as equity instruments.

As such warrants were issued together with financial instruments that are not subsequently measured at fair value,

the warrants were measured based on allocation of the proceeds received by the Company in accordance with the relative fair value basis.

Direct issuance expenses that were allocated to such warrants were deducted from additional paid-in capital.

classified as derivative liabilities

initial recognition of Series A Warrants and Series B Warrants that were issued in November 2024 as part of an equity issuance and

debt conversions, management considered the provisions of ASC 815-40, Derivatives and Hedging — Contracts in Entity’s

Own Equity and determined that the settlement amount of Series A Warrants and Series B Warrants might not be based on an exchange

of a fixed number of shares for a fixed amount of consideration and thus such warrants are not eligible to be considered as indexed

to the Company’s own shares.

Accordingly, the Series A Warrants and Series B Warrants were accounted for as warrant derivative

liability at fair value and the changes in fair values are carried to profit or loss.

In accordance with ASC 210-10-20, the warrant

derivative liability is presented as a noncurrent liability since its settlement will require the issuance of shares and not the

use of any resources that are properly classified as current assets.

initial recognition of Series A Warrants and Series B Warrants that were issued in November 2024 as part of an equity issuance and debt

conversions, management considered the provisions of ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity

and determined that the settlement amount of Series A Warrants and Series B Warrants might not be based on an exchange of a fixed number

of shares for a fixed amount of consideration and thus such warrants are not eligible to be considered as indexed to the Company’s

Accordingly, the Series A Warrants and Series B Warrants were accounted for as warrant derivative liability at fair value

and the changes in fair values are carried to profit or loss.

In accordance with ASC 210-10-20, the warrant derivative liability is presented

as a noncurrent liability since its settlement will require the issuance of shares and not the use of any resources that are properly

classified as current assets.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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instruments held by the Company.

The Company considers the carrying amount of cash and cash equivalents, restricted cash, accounts

receivable, other current assets, accounts payable and other current liabilities balances, to approximate their fair values due to

the short-term maturities of such financial instruments.

ASC Topic 825-10, establishes the following fair value hierarchy, which

prioritizes the inputs used in the valuation methodologies in measuring fair value:

The Company considers the carrying amount of cash and cash equivalents, restricted cash, accounts receivable,

other current assets, accounts payable and other current liabilities balances, to approximate their fair values due to the short-term

maturities of such financial instruments.

ASC Topic 825-10, establishes the following fair value hierarchy, which prioritizes the inputs

used in the valuation methodologies in measuring fair value:

1 – Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities.

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expense accordingly.

were no Level 3 assets or liabilities for the six months ended June 30, 2024.

The following table provides a reconciliation of the

beginning and ending balances of the Series A Warrants and Series B Warrants classified as derivative liabilities for the three and six

months ended June 30, 2025:

were no Level 3 assets or liabilities for the nine months ended September 30, 2024.

The following table provides a reconciliation of

the beginning and ending balances of the Series A Warrants and Series B Warrants classified as derivative liabilities for the three and

nine months ended September 30, 2025:

Value of Significant Unobservable Inputs (Level 3)

SCHEDULE OF DERIVATIVE LIABILITIES MEASURED AT FAIR VALUE

Balance – November 14, 2024 – Warrant issuance date

Fair value adjustments – Derivative financial liability

Balance – December 31, 2024

Fair value adjustments – Derivative financial liability

Cashless exchange of warrants into common shares

Cashless exchange of warrants into Common Stock

Balance – March 31, 2025

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Balance – June 30, 2025

Fair value adjustments – Derivative financial liability

Series A Warrant repurchase

Balance – September 30, 2025

amount lower than $1.

Segment reporting

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as the CODM who is responsible for making decisions regarding resource allocation and assessing performance.

The Company views its

operations and manages its business as one operating segment.

The Company’s long-lived assets consist primarily of property

and equipment, net, which are all held in the United States.

280, “Segment Reporting” establishes standards for reporting information about

operating segments on a basis consistent with the Company’s internal organization structure

as well as information about services categories, business segments and major customers in

financial statements.

The Company has only one reportable segment, the Glucotrack CBGM Product

Segment, as all their research and development activities are related the development of

the Glucotrack CBGM Product.

Since the Company operates in one operating segment, all required

financial segment information can be found in the consolidated financial statements.

Company adheres to the provisions of ASC 280, Segment Reporting, which establishes standards for the way public business enterprises

report information about operating segments in annual financial statements and requires that those enterprises report selected information

about operating segments in financial statements issued to shareholders.

As the Company is currently involved in the development

of one product, the Platform, the Company has determined that it operates in a single reportable segment.

The Company’s Chief

Operating Decision Maker (CODM), its Chief Executive Officer (CEO), reviews the consolidated results of operations when making decisions

about allocating resources and assessing the performance of the Company as a whole and, hence, the Company has only one reportable

The Company’s assets are located in the United States of America.

The Company views its operations

and manages its business as one operating segment.

The Company’s long-lived assets consist primarily of property and equipment,

net, which are all held in the United States.

280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with

the Company’s internal organization structure as well as information about services categories, business segments and major customers

in financial statements.

The Company has only one reportable segment, the Glucotrack CBGM Product Segment, as all their research and

development activities are related the development of the Glucotrack CBGM Product.

Since the Company operates in one operating segment,

all required financial segment information can be found in the consolidated financial statements.

Recent accounting pronouncements

In November 2024, the Financial

Accounting Standards Board, or (“FASB”) issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense

Disaggregation Disclosures” to require more detailed information about specified categories of expenses (purchases of inventory,

employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income

ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning

after December 15, 2027.

Early adoption is permitted.

The amendments may be applied either (1) prospectively to financial statements issued

for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements.

The Company is currently evaluating the impact of adopting this guidance on its financial statements and related disclosures.

of this pronouncement is not expected to have a material impact on the Company’s financial statements.

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures related to improvements to income tax disclosures.

The amendments

in this update require enhanced jurisdictional and other disaggregated disclosures for the effective tax rate reconciliation and income

The amendments in this update are effective for fiscal years beginning after December 15, 2024.

The adoption of this pronouncement

is not expected to have a material impact on the Company’s financial statements.

Basic and diluted loss per share

net loss per common share is computed as net loss divided by the weighted average number of common shares outstanding for the period.

The Company’s diluted net loss per common share is the same as our basic net loss per common share because it incurred a net

loss during each period presented, and the potentially dilutive securities from the assumed exercise of all outstanding stock options

net loss per share of Common Stock is computed as net loss divided by the weighted average number of common shares outstanding for the

The Company’s diluted net loss per common share is the same as our basic net loss per common share because it incurred

a net loss during each period presented, and the potentially dilutive securities from the assumed exercise of all outstanding stock options

and warrants would have an anti-dilutive effect.

As of June 30, 2025 and 2024, stock options and shares issuable upon the conversion

As of September 30, 2025 and 2024, stock options and shares issuable upon the conversion

of warrants of 9,235 and 405 , respectively, have been excluded from the computation of diluted shares outstanding.

OF ANTI DILUTIVE SECURITIES

September 30,

Common stock options

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3 - SIGNIFICANT TRANSACTIONS

Equity Issuances

Sales Agreement

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(“Dawson James”), pursuant to which the Company agreed to issue and sell shares of Common Stock, having an aggregate

offering price of up to $ 8,230 , from time to time, through an “at-the-market” equity offering program (the “ATM

Program”) under which Dawson James will act as sales agent (the “Agent”).

March 21, 2025, the Company sold 206,300 shares of Common Stock at an average offering price of $ 18.24 per share pursuant to the

Sales Agreement for net proceeds of $ 3,643 , after deducting fees owed to the Agent from such sale.

the three months ended June 30, 2025, the Company sold 414,785 shares of Common Stock at an average offering price of $ 10.74 per

share pursuant to the Sales Agreement for net proceeds of $ 4,320 , after deducting fees owed to the Agent from such sale.

of June 30, 2025, there was no remaining capacity available under the ATM Program.

offering price of up to $ 8,230 , from time to time, through an “at-the-market” equity offering program (the “ATM Program”)

under which Dawson James will act as sales agent (the “Agent”).

March 21, 2025, the Company sold 206,300 shares of Common Stock at an average offering price of $ 18.24 per share pursuant to the Sales

Agreement for net proceeds of $ 3,643 , after deducting fees owed to the Agent from such sale.

the three months ended June 30, 2025, the Company sold 414,784 shares of Common Stock at an average offering price of $ 10.74 per share

pursuant to the Sales Agreement for net proceeds of $ 4,320 , after deducting fees owed to the Agent from such sale.

As of September 30,

2025, there was no remaining capacity available under the ATM Program.

Direct Offering

February 4, 2025, the Company entered into a securities purchase agreement with certain institutional investors, relating to the

registered direct offering and sale of an aggregate of 43,968 shares of Common Stock at an offering price of $ 69.00 per share for

gross proceeds of $ 3,034 .

The net proceeds to the Company from the offering were approximately $ 2,752 , after deducting

fees owed to the placement agent and other offering expenses.

February 4, 2025, the Company entered into a securities purchase agreement with certain institutional investors, relating to the registered

direct offering and sale of an aggregate of 43,968 shares of Common Stock at an offering price of $ 69.00 per share for gross proceeds

The net proceeds to the Company from the offering were approximately $ 2,752 , after deducting fees owed to the placement agent

and other offering expenses.

The February 2025 offering closed on February 5, 2025.

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the Company and Dawson James.

April 2024 Private Equity Offering

April 22, 2024, the Company entered into a private placement agreement under which the Company issued 67 shares of its common stock

at a price of $ 7,462.00 per share for aggregate gross proceeds of $ 500 (the “Offering”).

The Offering included participation

of certain members of the Company’s executive management, Board of Directors and existing shareholders.

November 2024 Public Equity Offering and Concurrent

Private Offering

On November 12, 2024, the Company completed a

public offering (the “Equity Offering”) under which the Company received gross proceeds of $ 10,000 in exchange for issuance

of an aggregate of (i) 2,032 shares (the “Shares”) of its Common Stock, (ii) 3,965 pre-funded warrants

(the “Pre-Funded Warrants”) to purchase up to an aggregate of 3,965 shares of Common Stock (the “Pre-Funded

Warrant Shares”) in lieu of Shares, (iii) Series A Warrants (the “Series A Warrants”) to purchase up to 5,996 shares

of Common Stock (the “Series A Warrant Shares”) and (iv) Series B Warrants (the “Series B Warrants)” and, together

with the Series A Warrants, the “Common Warrants”) to purchase up to 5,996 shares of Common Stock (“the “Series

B Warrant Shares” together with the Series A Warrant Shares, the “Warrant Shares”).

Each Share or Pre-Funded Warrant,

as applicable, was sold together with one Series A Warrant to purchase one share of Common Stock and one Series B Warrant to purchase

one Common Share.

The public offering price for each Share and accompanying Common Warrants was $ 1,668.00 , and the public offering price

for each Pre-Funded Warrant and accompanying Common Warrants was $ 1,668.80 .

In a private placement offering completed concurrently

with the Equity Offering (the “Concurrent Private Offering”), the Company converted approximately $ 4,093 of debt, which represented

the then outstanding principal and accrued interest under a convertible promissory note dated July 30, 2024 (the “July 30 Note Debt”).

The July 30 Note Debt was converted to Common Stock and Series A Warrants and Series B Warrants on substantially the same terms as the

Offering, resulting in the issuance of 2,201 shares of Common Stock, 2,201 accompanying Series A Warrants, and 2,201 accompanying Series

B Warrants, based on a conversion price of $ 1,860.00 per share, which is equal to the consolidated closing bid price of the Common Stock

on the Nasdaq Capital Market on November 12, 2024.

In addition, concurrently with the Equity Offering,

the Company converted on substantially the same terms as the Equity Offering, three outstanding July 18, 2024 Notes, with an aggregate

outstanding principal and accrued interest in the amount of $ 305 .

The three outstanding July 18, 2024 Notes automatically converted in

connection with the closing of the Equity Offering at a conversion price of $ 1,872.00 , which is equal to the Floor Price as defined in

the July 18, 2024 Notes, for an aggregate of 9,760 shares of Common Stock, 162 Series A Warrants, and 162 Series B Warrants.

Net Share Exchange into Common Stock and Warrant Repurchase

previously disclosed, on November 12, 2024, the Company commenced a best efforts public offering,

and concurrent with the offering entered into a private placement, collectively (the “2024

November Offerings”) whereas the Company issued an aggregate of (i) 8,359 Series A

Warrants and (ii) 8,359 Series B Warrants.

2024 Private Equity Offering

April 22, 2024, the Company entered into a private placement agreement under which the Company issued 67 shares of its Common Stock at

a price of $ 7,462.00 per share for aggregate gross proceeds of $ 500 .

The offering included participation of certain members of the Company’s

executive management, Board of Directors and existing shareholders.

2024 Public Equity Offering and Concurrent Private Offering

November 12, 2024, the Company completed a public offering (the “Equity Offering”) under which the Company received gross

proceeds of $ 10,000 in exchange for issuance of an aggregate of (i) 2,032 shares (the “Shares”) of its Common Stock, (ii)

3,965 pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 3,965 shares of Common Stock (the

“Pre-Funded Warrant Shares”) in lieu of Shares, (iii) Series A Warrants (the “Series A Warrants”) to purchase

up to 5,996 shares of Common Stock (the “Series A Warrant Shares”) and (iv) Series B Warrants (the “Series B Warrants)”

and, together with the Series A Warrants, the “Common Warrants”) to purchase up to 5,996 shares of Common Stock (“the

“Series B Warrant Shares” together with the Series A Warrant Shares, the “Warrant Shares”).

Each Share or Pre-Funded

Warrant, as applicable, was sold together with one Series A Warrant to purchase one share of Common Stock and one Series B Warrant to

purchase one share of Common Stock.

The public offering price for each Share and accompanying Common Warrants was $ 1,668.00 , and the

public offering price for each Pre-Funded Warrant and accompanying Common Warrants was $ 1,668.80 .

a private placement offering completed concurrently with the Equity Offering (the “Concurrent Private Offering” and, together

with the Equity Offering, the “2024 November Offerings”), the Company converted approximately $ 4,093 of debt, which represented

the then outstanding principal and accrued interest under a convertible promissory note dated July 30, 2024 (the “July 30 Note

The July 30 Note Debt was converted to Common Stock and Series A Warrants and Series B Warrants on substantially the same

terms as the Equity Offering, resulting in the issuance of 2,201 shares of Common Stock, 2,201 accompanying Series A Warrants, and 2,201

accompanying Series B Warrants, based on a conversion price of $ 1,860.00 per share, which is equal to the consolidated closing bid price

of the Common Stock on the Nasdaq Capital Market on November 12, 2024.

addition, concurrently with the Equity Offering, the Company converted on substantially the same terms as the Equity Offering, three

outstanding July 18, 2024 Notes, with an aggregate outstanding principal and accrued interest in the amount of $ 305 .

The three outstanding

July 18, 2024 Notes automatically converted in connection with the closing of the Equity Offering at a conversion price of $ 1,872.00 ,

which is equal to the Floor Price as defined in the July 18, 2024 Notes, for an aggregate of 163 shares of Common Stock, 163 Series A

Warrants, and 163 Series B Warrants.

Warrant Net Share Exchange into Common Stock and Warrant Repurchase

connection with the Equity Offering, on November 12, 2024, the Company issued an aggregate of (i) 8,359 Series A Warrants and (ii) 8,359

Series B Warrants.

January 3, 2025, subject to shareholder approval the number of shares of Common Stock issuable upon exchange of the Series A Warrants

and Series B Warrants issued pursuant to the 2024 November Offerings was reset from 8,359 shares to 54,032 shares, respectively.

Company accounted for the 108,064 warrants issued in connection with the 2024 November Offerings in accordance with the accounting

guidance for derivatives.

As further described in the annual financial statements for the year ended December 31, 2024, the Company

analyzed the terms of the Series A and Series B Warrants and determined that such warrants are not eligible for equity classification

and thus would be classified as derivative liabilities and recorded at fair value, with changes in fair value recorded through profit

The Company used the Monte Carlo Simulation method for determining the fair value of the warrants.

The Series A warrant

assumptions used in the Monte Carlo simulations are an expected term of 4.62 years, an exercise price of $ 2,172 , comparable company

volatility of 113.5 %, risk-free interest rate of 3.95 % and share price of $ 370.20 .

The Series B warrant assumptions used in the Monte

Carlo simulations are an expected term of 2.5 years, an exercise price of $ 2,172 , company historical volatility of 378.6 %, risk-free

Company accounted for the 108,064 warrants issued in connection with the 2024 November Offerings in accordance with the accounting guidance

for derivatives.

As further described in the annual financial statements for the year ended December 31, 2024, the Company analyzed the

terms of the Series A and Series B Warrants and determined that such warrants are not eligible for equity classification and thus would

be classified as derivative liabilities and recorded at fair value, with changes in fair value recorded through profit or loss.

used the Monte Carlo Simulation method for determining the fair value of the warrants.

The Series A warrant assumptions used in the Monte

Carlo simulations are an expected term of 4.62 years, an exercise price of $ 2,172 , comparable company volatility of 113.5 %, risk-free

interest rate of 3.95 % and share price of $ 370.20 .

the three months’ period ended March 31, 2025, there were cashless exchanges of an aggregate 54,021 Series B Warrants issued

in connection with the 2024 November Offerings, which resulted in the issuance of 162,063 shares of Common Stock.

As these warrants

were exchanged, as permitted under the respective warrant agreements, the Company did not receive any cash proceeds.

were measured at fair value as of the settlement dates, and the change in fair value of $ 5,746 , was recognized to net loss.

the exchange of the Series B Warrants, the fair value of the warrants exchanged as of the settlement dates of $ 20,625 was classified

to equity under additional paid-in capital.

June 30, 2025, the Company repurchased 49,668 of its Series A Warrants form existing warrant holders for $ 160 .

The fair value of

the Series A Warrants on the date of exercise was $ 65 , resulting in a loss on repurchase of $ 95 .

the three and six month period ending June 30, 2025, the Company recognized a change in fair value of derivative liabilities of $ 107 ,

and $ 3,269 , respectively.

of June 30, 2025, 11 Series B Warrants and 4,368 Series A Warrants remain outstanding, for a combined value of $ 5 .

and Warrant Purchase Agreements

June 27, 2024, the Board of Directors approved the Company to enter into note and warrant

purchase agreements with certain officers, directors and existing investors, providing for

the private placement of unsecured promissory notes in the aggregate principal amount of

$ 100 (the “Notes”) and warrants to purchase up to an aggregate of 5,000 shares

of the Company’s Common Stock (the “Warrants”).

Notes bear simple interest at the rate of 3% per annum and are due and payable in cash on the earlier of:

(i) twelve months from

the date of the Note;

or (ii) the date the Company raises third-party equity capital in an amount equal to or in excess of $1,000

(the “Maturity Date”).

The Company may prepay the Notes at any time prior to the Maturity Date without penalty.

event of default occurs, the then-outstanding principal amount of the Notes plus any unpaid accrued interest will accelerate and

become immediately payable in cash.

Warrant has an exercise price of $ 297.00

per share, is immediately exercisable and has a five 5 -year

Such Warrants were determined as eligible for equity classification.

the initial date, the total proceeds received of $ 80 were allocated to the Notes and the Warrants based on their relative fair value

of the identified components (i.e.

Notes and Warrants) as determined by the Company’s management as follows:

OF FAIR VALUE OF THE IDENTIFIED COMPONENTS

Fair value at

Fair value at Closing

of June 30, 2025, all Notes have been settled by the Company.

The Series B warrant assumptions used in the Monte Carlo simulations are an expected

term of 2.5 years, an exercise price of $ 2,172 , company historical volatility of 378.6 %, risk-free interest rate of 4.30 % and share price

of $ 370.20 .

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONT.)

thousands of US Dollars)

the three-month period ended March 31, 2025, there were cashless exchanges of an aggregate 54,021 Series B Warrants issued in connection

with the 2024 November Offerings, which resulted in the issuance of 162,063 shares of Common Stock.

As these warrants were exchanged,

as permitted under the respective warrant agreements, the Company did not receive any cash proceeds.

The warrants were measured at fair

value as of the settlement dates, and the change in fair value of $ 5,746 , was recognized to net loss.

Upon the exchange of the Series

B Warrants, the fair value of the warrants exchanged as of the settlement dates of $ 20,625 was classified to equity under additional

paid-in capital.

the nine months ended September 30, 2025, the Company repurchased 51,529 of its Series A Warrants form existing warrant holders for $ 166 .

The fair value of the Series A Warrants on the date of exercise was $ 67 , resulting in a loss on repurchase of $ 99 .

the nine month period ending September 30, 2025, the Company recognized a change in fair value of derivative liabilities of $ 3,269 .

change in fair value of derivative liabilities during the three months ended September 30, 2025, was lower than $ 1 .

of September 30, 2025, 11 Series B Warrants and 2,507 Series A Warrants remain outstanding, for a combined value of $ 3 .

Promissory Note

September 12, 2025 (the “Issue Date”), the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”),

with an investor (the “Investor”), pursuant to which the Company issued a Promissory Note (the “Note”) to the

Investor in the principal amount of $ 3,600,000 for a purchase price of $ 3,000,000 .

The Note was amended effective September 12, 2025,

to remove the convertible feature.

Note bears no interest, has an original issue discount of $ 600,000 , is an unsecured obligation of the Company and will rank equal in

right of payment with the Company’s existing and future unsecured indebtedness.

The Note is due and payable on the twelve (12)

month anniversary of the Issue Date.

The Company may prepay the Note at any time without the requirement for consent of the Investor.

the Note bears no stated interest and was issued at a discount, the Company has recognized the original issue discount of $ 600,000 as

imputed interest expense over the term of the Note using the effective interest method, in accordance with the authoritative guidance.

This imputed interest is being amortized over the one-year term of the Note.

the three months ended September 30, 2025, the Company amortized $ 31 of the original issue discount to interest expense.

As of September

30, 2025, the unamortized discount was $ 569 , and the carrying amount of the Note was $ 3,031 as stated below:

OF PROMISSORY NOTE

Unamortized Discount

Net Carrying Value

September 11, 2026

previously disclosed in the form 8-K filed by the Company with the SEC on September 11, 2025, the Company entered into a purchase agreement

with Sixth Borough Capital Fund, LP (“Sixth Borough”) establishing an equity line of credit (the “ELOC”).

the terms of the ELOC, the Company has the right, but not the obligation, to sell to Sixth Borough, and Sixth Borough is obligated to

purchase, up to $ 20.0 million of the Company’s Common Stock (the “Purchase Shares”), subject to the terms and conditions

set forth therein.

Pursuant to the Note Purchase Agreement, the Company is required to pay 100% of the net proceeds (after commission)

it receives from the sale of Purchase Shares under the ELOC towards repayment of the Note, until such time that the Company obtains stockholder

approval (the “Stockholder Approval”) to issue Purchase Shares in excess of the “Exchange Cap,” as defined in

Following Stockholder Approval, the Company is required to apply 50% of the net proceeds (after commissions) from any subsequent

sales of Purchase Shares under the ELOC to repay the Note.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONT.)

thousands of US Dollars)

Note contains certain specified events of default, the occurrence of which would entitle Investor to immediately demand repayment of

all outstanding principal on the Note such as certain events of bankruptcy and insolvency.

The Note does not contain any affirmative

and restrictive covenants by the Company.

The Purchase Agreement includes customary representations, warranties, and conditions precedent

of both parties.

Note was issued in a private placement to the Investor pursuant to an exemption for transactions by an issuer not involving a public

offering under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

of September 30, 2025, the Company has not received the necessary Stockholder Approval formally approving the ELOC.

Note and Warrant Purchase Agreements – Prior Year

June 27, 2024, the Company entered into note and warrant purchase agreements with certain officers, directors, and existing investors

(the “June 27 Investors”), providing for the private placement of unsecured promissory notes in the aggregate principal amount

of $ 100 (the “June 27 Notes”) and warrants (the “June 27 Warrants”) to purchase up to an aggregate of 250 shares

of Common Stock.

The closing of the private placement occurred on June 27, 2024.

June 27 Notes bore simple interest at the rate of three percent (3%) per annum and were due and payable in cash on the earlier of:

twelve (12) months from the date of the June 27 Note;

or (b) the date the Company raised third-party equity capital in an amount equal

to or in excess of $1,000,000 (the “June 27 Maturity Date”).

The Company could prepay the June 27 Notes at any time prior

to the June 27 Maturity Date without penalty.

June 27 Warrant has an exercise price of $ 5,940

The June 27 Warrants are immediately exercisable

and have a 5 five-year

June 27 Notes and the June 27 Warrants were issued in reliance on the exemption from registration requirements thereof provided by Section

4(a)(2) of the Securities Act and Regulation D promulgated under the Securities Act.

The Company relied on this exemption from registration

based in part on representations made by the June 27 Investors.

the nine months ended September 30, 2025, the Company repaid the remaining $ 5 outstanding as of December 31, 2024.

Convertible Promissory Notes – Prior Year

July 18, 2024, the Company entered into a series of convertible promissory notes with three directors, and one member of the Company’s

executive management (the “July 18 Investors”), providing for the private placement of unsecured convertible promissory notes

in the aggregate principal amount of $ 360 (the “July 18 Notes” and each a “July 18 Note”).

July 18 Notes bore simple interest at a rate of 8 % per annum.

Upon initial date, the management measured the fair value of the embedded

conversion feature which is accounted for as embedded derivative liability.

The difference between the total gross cash proceeds received

and the fair value of the embedded conversion feature is allocated to the host component of the July 18 Notes that are measured at amortized

cost under which in subsequent periods the Company recognizes a discount expense over the economic life of the July 18 Notes based on

the effective interest rate method.

However, the fair value of the embedded derivative liability related to the conversion feature was

determined by the management at an insignificant amount since upon closing of a Qualified Financing (as defined in the July 18 Notes),

the loan will convert based on market conditions (i.e.

conversion price will be equal to the fair value of the share upon conversion)

and thus all proceeds received of $ 360 were allocated to the July 18 Notes.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONT.)

thousands of US Dollars)

September 5, 2024, the Company and one of July 18 Investors entered into a conversion agreement, under which the Company agreed to convert

his portion of the outstanding principal nominal amount plus any accrued but unpaid interest pursuant to the July 18 Note, totaling $ 101

into 83 shares of Common Stock at a conversion price of $ 1,224 per share.

November 2024, the Company and the remaining July 18 Investors entered into a conversion agreement under which the Company agreed to

convert their portion of the outstanding principal nominal amount plus any accrued but unpaid interest pursuant to the outstanding July

18 Notes, totaling $ 305 to Common Stock and warrants at a conversion price of $ 1,872 per share.

The July 18 Investors received 163 shares

of Common Stock, 163 Series A Warrants and 163 Series B Warrants.

Convertible Promissory Note and Warrant Agreements –

July 30, 2024, the Company entered into a convertible promissory note and three warrant agreements (the “July 30 Warrants”)

with an existing investor (the “July 30 Holder”), providing for the private placement of a secured convertible promissory

note in the aggregate principal amount of $ 4,000 (the “July 30 Note”).

The July 30 Note bore simple interest at a rate of

8 % per annum and is due and payable in cash on earlier of:

(i) 12 months anniversary of July 30 Note, or (ii) closing date of a Sale

Transaction (as defined in the July 30 Note) (the “Maturity Date”).

The July 30 Note was secured by a first-priority security

interest on all Company’s assets.

July 30 Warrant becomes exercisable 12 months after its issuance and has term of 10 years.

The July 30 Warrants are exercisable for cash

only and have no price-based antidilution.

The first July 30 Warrant is for 1,778 shares at $ 2,250 per share.

The second July 30 Warrant

is for 1,270 shares at $ 3,150 per share.

The third July 30 Warrant is for 988 shares at $ 4,050 per share.

Management has determined that

the warrants are eligible to be classified as a component of equity as their terms permit the holders to receive a fixed number of shares

of Common Stock upon exercise for a fixed exercise price.

the initial date, the Company has issued four freestanding instruments that include (i) a financial instrument that is considered as

“host” which comprised of July 30 Note and two embedded derivative financial instruments (i.e.

an embedded conversion feature

and an embedded redemption feature to receive cash equals to 200 % of July 30 Note balance upon the occurrence of a Sale Transaction)

and (ii) three series of detachable warrants.

At the initial date, the Company is required to estimate the fair value of the freestanding

instruments and allocate the total gross proceeds received between them based on that relative fair value identified.

The fair value

of the embedded derivative financial instruments (i.e.

the conversion right and the redemption right) should be bifurcated from the host

instrument and remeasured on recurring basis at each reporting period under marked to market approach.

The July 30 Note was accounted

for at amortized cost whereby discount and interest expenses are recorded over the economic life of the July 30 Note based on the effective

interest rate method and the July 30 Warrants are classified into equity without any further subsequent measurement.

initial recognition, the management by using the assistance of an external appraiser allocated the gross cash proceeds received based

on the relative fair value of the July 30 Note and the detachable July 30 Warrants in total amount of $ 1,450 and $ 2,550 , respectively.

The fair value of the convertible note was determined by using hybrid method that includes conversion scenario and liquidation scenario

taking into account, inter alia, a debt discount rate of 28.65 %.

The fair value of the July 30 Warrants was determined by using Black-Scholes

pricing model taking into account, inter alia, expected stock price volatility of 122.8 % and risk-free interest rate of 4.78 %.

allocated to July 30 Warrants was classified as a component of equity.

it was determined that the embedded conversion feature and embedded redemption feature are required to be bifurcated from the host loan

The fair value of the bifurcated derivatives was determined by the management using the assistance of an external appraiser

in a total amount of $ 35 upon initial recognition and in subsequent periods as derivative liability at fair value through profit and

The remaining amount of $ 1,415 was allocated to the host loan instrument which in subsequent periods was accounted for using the

effective interest method over the term of the loan, until its stated maturity.

September 24, 2024, the Company held a special meeting of its stockholders under which shares of Common Stock issuable by the Company

upon conversion of the July 30 Note and exercise of the July 30 Warrants was approved.

November 12, 2024, in connection with the Concurrent Private Offering, the Company and the July 30 Holder entered into an agreement for

the settlement of the July 30 Note plus any accrued but unpaid interest totaling $ 4,093 of Common Stock and warrants at a conversion

price of $ 1,860.0 per share.

The July 30 Holder received 2,201 shares of Common Stock, 2,201 Series A Warrants and 2,201 Series B Warrants.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)(CONT.)

thousands of US Dollars)

4 – COMMITMENTS AND CONTINGENT LIABILITIES

7 unchanged sentences

does not believe it will have a significant impact.

As of June 30, 2025, the remaining contingent liability with respect to royalty

payment on future sales equals approximately $ 93 excluding interest.

As of September 30, 2025, the remaining contingent liability with respect to

royalty payment on future sales equals approximately $ 93 excluding interest.

Such contingent obligation has no expiration date.

51 unchanged sentences

shares were issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities

of June 30, 2025, the achievement of all other remaining performance milestones was not considered probable and thus no stock-based

of September 30, 2025, the achievement of all other remaining performance milestones was not considered probable and thus no stock-based

compensation expenses were recorded with respect to thereof.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS [PENDING MANAGEMENT UPDATE]

evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the condensed interim

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements