What changed in this filing

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Item 1. Financial Statements

2026-05-14 compared with 2025-11-13 · 435 added, 539 removed, 166 unchanged (85% of the section changed)

2 unchanged sentences

thousands of US dollars except share data)

September 30,

In thousands of US dollars

(except stock data)

Current Assets

4 unchanged sentences

Property and equipment, net

Restricted cash

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY

Current Liabilities

1 unchanged sentence

Operating lease liability, current

Convertible promissory notes

Promissory note

Promissory notes

Other current liabilities

1 unchanged sentence

Non-Current Liabilities

Derivative financial liabilities (Note 2F and Note 3B)

Derivative financial liabilities

Operating lease liability, non-current

4 unchanged sentences

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

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

250,000,000 shares authorized as of March 31, 2026 and as of December 31, 2025;

2,524,279 and 910,688 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Stock of $0.001

par value 250,000,000 shares authorized as of March 31, 2026 and as of December 31, 2025;

shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

4 unchanged sentences

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

amount lower than $1.

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

1 unchanged sentence

thousands of US dollars except share data) (unaudited)

period ended September 30,

Three-month period ended

Operating expenses:

Research and development expenses

General and administrative expenses

Marketing expenses

Research and development

General and administrative

Total operating expenses

Operating loss

Loss from operations

Other (income) expense:

1 unchanged sentence

Other (income) expense, net

Finance income, net

Finance expenses (income), net

Total other (income) expense

Other comprehensive income:

1 unchanged sentence

Comprehensive loss for the period

Basic and diluted net loss per share

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

Basic and diluted loss per share

Weighted average number of Common Stock outstanding used in computing basic and diluted loss per share

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

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

thousands of US Dollars except share data) (unaudited)

Comprehensive

Stockholders’

In thousands of US Dollars (except share data)

Other Comprehensive

Comprehensive

Stockholders’

Balance as of December 31, 2024 (Audited)

$ ( 132,450 )

Loss for the period

Other comprehensive income

Stock-based compensation

Issuance of Common Stock upon the completion of public offerings, net of offering expenses of $ 539

Stock split adjustment

Cashless exchange of warrants into Common Stock

Balance as of September 30, 2025 (Unaudited)

$ ( 148,210 )

Balance as of December 31, 2023 (Audited)

$ ( 109,853 )

Loss for the period

Other comprehensive income

Stock-based compensation

Issuance of restricted shares as compensation towards directors

Restricted shares to be issued as compensation towards directors

Issuance of Common Stock upon private placement transaction

Issuance of restricted shares as payment for a previous achievement of milestone pursuant to purchase agreement

Exercise of prefunded warrants into shares

Exchange of warrants into shares

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 June 30, 2025 (Unaudited)

Balance as of December 31, 2025

$ ( 151,838 )

2 unchanged sentences

Stock-based compensation

Balance as of September 30, 2025 (Unaudited)

Issuance of common stock upon exercise of pre-funded warrants

Issuance of common stock upon completion of ELOC financing, net of offering expenses

Balance as of March 31, 2026 (Unaudited)

$ ( 156,172 )

Balance as of June 30, 2024 (Unaudited)

In thousands of US Dollars (except share data)

Comprehensive

Stockholders’

Balance as of December 31, 2024

$ ( 132,450 )

3 unchanged sentences

Stock-based compensation

Issuance of detachable warrants through private placements transactions

Restricted shares to be issued as compensation towards directors

Issuance of shares and warrants as settlement of financial liabilities

Balance as of September 30, 2024 (Unaudited)

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

Cashless exercise of warrants into common stock

Stock split adjustment

Balance as of March 31, 2025 (Unaudited)

$ ( 139,283 )

4 unchanged sentences

thousands of US Dollars)

Nine-month period ended

September 30,

Three-month period ended

CASH FLOWS FROM OPERATING ACTIVITIES:

3 unchanged sentences

Stock-based compensation

Issuance of restricted shares as compensation towards directors

Linkage difference on principal of loans from stockholders

Revaluation expenses incurred from settlement of financial liabilities

Revaluation expenses related to derivative financial liabilities

Amortization of original issue discount related to promissory note

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

Changes in assets and liabilities:

Other current assets

Accounts payable

Other current liabilities

Increase in other current assets

(Decrease) increase in accounts payable

Increase in other current liabilities

Net cash used in operating activities

3 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES:

Net proceeds from exercise of pre-funded warrants

Net proceeds from ELOC financing

Net proceeds from underwritten U.S.

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

Net proceeds from private placement transaction

public offerings

Net cash provided by financing activities

Effect of exchange rate changes on cash and cash equivalents, and restricted cash

Change in cash and cash equivalents, and restricted cash

Cash and cash equivalents, and restricted cash at beginning of the period

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

Nine-month period ended

September 30,

Effect of exchange rate changes on cash and cash equivalents

Change in cash and cash equivalents

Cash and cash equivalents, at beginning of the period

Cash and cash equivalents, end of period

Three-month period ended

Supplemental disclosure of cash flow activities:

(a) Net cash received during the quarter for:

(a) Net cash paid 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

2 unchanged sentences

thousands of US Dollars)

Organization and Business

Company was incorporated on May 18, 2010 under the laws of the State of Delaware.

is currently developing an implantable continuous blood glucose monitor (“CBGM”).

The Glucotrack CBGM is a long-term fully implantable continuous glucose monitor (CGM), consisting

of a sensor lead implanted into the subclavian vein and connected to subcutaneous electronics

that communicate with a mobile application.

It measures glucose directly from the blood,

eliminating the lag time associated with interstitial fluid glucose monitors.

a three-year sensor life with continuous, accurate blood glucose monitoring, the system offers

a more convenient and less burdensome solution for people with diabetes, with no on-body

wearable component and minimal calibration requirements.

Glucotrack CBGM is being developed for use by diabetes patients who are dependent on daily glucose monitoring to manage their disease.

These include patients who have the following conditions:

Type 1 diabetes, Type 2 insulin-dependent diabetes, Type 2 diabetes using

basal insulin and Type 2 diabetes at risk for hypoglycemia.

Company has continued to evolve its sensor chemistry following the results of an initial in-vitro feasibility study.

Company announced that a 3-year longevity is feasible leveraging both in-vitro and in-silico test results.

The Company has also completed

multiple animal studies with initial prototype systems which demonstrated a simple implant procedure with good safety and functionality.

The results of both were presented in poster form at the 2024 American Diabetes Association annual conference.

The Company believes

that implant accuracy and longevity is key to the success for long term use.

Company initiated a first-in-human (“FIH”) short-term clinical study outside of the United States in fourth quarter of

2024 and completed the study in first quarter of 2025.

The Company recently presented results at the 2025 American Diabetes Association

annual conference at the Innovation Hub podium as well as a poster.

The ADA presentation reported that the FIH clinical study met

all primary and secondary endpoints with no procedure or device related serious adverse events reported from implant through seven

days post-removal of the CBGM sensor lead.

The system also demonstrated excellent accuracy with a Mean Absolute Relative Difference

(MARD) of 7.7% across 122 matched pairs, a 99% data capture rate, and no procedure or device-related serious adverse events.

findings validate the safety and performance of the system which measures glucose from blood rather than interstitial fluid, eliminating

the typical lag time associated with traditional continuous glucose monitoring systems.

The MARD value demonstrates very high accuracy

and compares favorably to commercially available CGM systems.

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 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

blood glucose levels with a sensor longevity of 3 years, no on-body wearable component and with minimal calibration.

The Company is a medical device company focused on

the development of an implantable continuous blood glucose monitor (“CBGM”) for persons with Type 1 diabetes and Type 2 diabetes

using insulin or at risk for hypoglycemia (the “Glucotrack CBGM”).

Company was founded with a mission to develop Glucotrack®, a non-invasive glucose monitoring device designed to help people with

diabetes and pre-diabetics obtain glucose level readings without the pain, inconvenience, cost and difficulty of conventional (invasive)

spot finger stick devices.

The first generation Glucotrack, which successfully received CE Mark approval, obtained glucose measurements

via a small sensor clipped onto one’s earlobe.

A limited release beta test in Europe and the Middle East demonstrated the need

for an updated product with improved accuracy and human factors.

As the glucose monitoring landscape has since rapidly moved away from

point-in-time measurement to continuous measurement, the Company determined in 2023 that it would focus its efforts on developing the

Glucotrack CBGM.

As such, the Company withdrew the CE Mark for Glucotrack and is no longer pursuing commercialization of this product

or development of any further iterations.

Company is currently developing the Glucotrack CBGM for use by Type 1 diabetes patients as well as Type 2 diabetes patients using insulin

or at risk for hypoglycemia.

Implant longevity is key to the success of such a device.

The Company has demonstrated that a 3-year longevity

is feasible leveraging both in-vitro and in-silico test results.

The Company has also completed multiple animal studies with initial

prototype systems which demonstrated a simple implant procedure with good safety and functionality.

The results of both were presented

in poster form at the 2024 American Diabetes Association annual conference.

During the period, two peer-reviewed scientific articles

were published related to the CBGM technology.

One article, published in the IEEE Sensors Journal, characterized the long-term in-vitro

stability of electrochemical glucose sensors of the type used in the CBGM system, including the first year-long measurements of glucose

oxidase enzyme decay reported in the literature.

A second peer-reviewed article, published in The Journal of Diabetes Research, evaluated

the long-term accuracy and stability of the CBGM system in an in-vivo ovine model, providing externally validated evidence supporting

the long-term performance of the technology.

The Company believes its technology, if successful, has the potential to be more accurate,

more convenient and have a longer duration than other implantable glucose monitors that are either in the market or currently under development.

to the above progress on the Glucotrack CBGM, the Company has also successfully demonstrated continuous glucose sensing in the epidural

This latter approach is of importance for patients with diabetes already contemplating spinal cord stimulation therapy for their

The Company believes this approach may enable integrated chronic disease management with one system that provides dual benefits

of pain relief and glucose monitoring.

Company completed a first in human study in 2025.

This study was an acute study intended to demonstrate device performance and safety,

as well as safety of the implant and removal procedures.

The study used the planned commercial version of the implantable sensor connected

to an externalized prototype electronics device.

Patients were monitored in hospital for 4 days.

Results of the study were positive,

meeting the endpoints of no serious safety events while demonstrating similar performance and accuracy as observed in longer-term animal

Initial results were presented in poster form at the 2025 Advanced Technologies & Treatments for Diabetes annual meeting

and final results were presented in poster form at the 2025 American Diabetes Association annual conference.

Company initiated a long-term, multicenter feasibility study in Australia to evaluate the CBGM product performance and safety.

phase of the clinical study provided early product learnings about how the complexity of certain health conditions may impact study eligibility

as well as identified certain product improvements.

Following a reassessment of the study in light of planned product updates and anticipated

protocol modifications, the Company determined that continuation of the study in its current form was no longer practical and elected

to close the study.

to March 31, 2026, the Company submitted an Investigational Device Exemption (“IDE”) application to the U.S.

Food and Drug

Administration (“FDA”) to initiate a U.S.

clinical study of its CBGM technology.

The IDE submission represents an important

milestone for the Company and reflects progress in its preclinical development and underlying technical foundation.

The Company has also

engaged a clinical research organization and identified trial sites in preparation for study commencement.

Company initially obtained ISO13485 certification in 2024 and successfully passed the 2025 annual audit, both efforts without any major

nonconformities.

ISO 13485 is an internationally agreed-upon standard of quality system requirements for the design, production, distribution,

and sale of medical devices.

Certification of compliance to the standard is recognized and accepted by the FDA, the European Medicines

Agency (EMA), and many other regulatory authorities worldwide.

and Going Concern

date, the Company has not yet commercialized the Glucotrack CBGM.

Further development and commercialization efforts are expected

to require substantial additional expenditure.

Further development and commercialization efforts are expected to require

substantial additional expenditure.

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

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 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

to achieve its business targets and determined that these conditions raise substantial doubt about the Company’s ability to

continue as a going concern.

31, 2026, the Company has incurred an accumulated deficit of $ 156,172 .

In addition, the Company has generated operating losses and negative

cash flow from operations since inception.

As of March 31, 2026, the balance of cash and cash equivalents amounted to $ 3,929 .

During the quarter ended March 31, 2026, the Company raised $ 591 through the sale of shares of its 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

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 to

achieve its business targets and determined that these conditions raise substantial doubt about the Company’s ability to continue

as a going concern.

condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

2 unchanged sentences

Company filed with the Delaware Secretary of State a Certificate of Amendment to its Certificate of Incorporation which became effective

on February 3, 2025, to implement a reverse stock split at a ratio of 1-for-20 (the “February 2025 Reverse Stock

Split”) of the shares of its Common Stock.

The February 2025 Reverse Stock Split was approved by the Company’s stockholders

at the special meeting of stockholders held on January 3, 2025 (the “Special Meeting”).

January 3, 2025, the Company filed an amendment to the Company’s Certificate of Incorporation to increase the Company’s

authorized shares of Common Stock from 100,000,000 to 250,000,000 .

On February 3, 2025, the stockholders approved at the Special

Meeting the increase in the Company’s authorized shares of Common Stock from 100,000,000 to 250,000,000 , as well as the full

issuance of shares of Common Stock issuable by the Company upon the exercise of Series A Warrants (defined below) and the cashless

exchange of Series B Warrants (defined below).

on February 3, 2025, to implement a reverse stock split at a ratio of 1-for-20 (the “February 2025 Reverse Stock Split”)

of the shares of its Common Stock.

The February 2025 Reverse Stock Split was approved by the Company’s stockholders at the special

meeting of stockholders held on January 3, 2025 (the “Special Meeting”).

January 3, 2025, the stockholders approved at the Special Meeting the increase in the Company’s authorized shares of Common Stock

from 100,000,000 to 250,000,000 , as well as the full issuance of shares of Common Stock issuable by the Company upon the exercise of

Series A Warrants (defined below) and the cashless exchange of Series B Warrants (defined below).

On February 3, 2025, the

Company filed an amendment to the Company’s Certificate of Incorporation to increase the Company’s authorized shares of Common

Stock from 100,000,000 to 250,000,000 .

2025 1-for-60 Reverse Stock Split

2 unchanged sentences

of the shares of its Common Stock.

The June 2025 Reverse Stock Split was approved by the Company’s stockholders at the 2025

annual meeting of the stockholders on May 22, 2025.

shares, options and warrants to purchase shares of Common Stock and loss per share amounts have been adjusted to give retroactive

effect to the February and June 2025 reverse share splits, (the “Reverse Stock Splits”) for all periods presented in

these interim consolidated financial statements.

Any fractional shares resulting from the Reverse Stock Splits were rounded up to

the nearest whole share.

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

thousands of US Dollars)

The June 2025 Reverse Stock Split was approved by the Company’s stockholders at the 2025 annual

meeting of the stockholders on May 22, 2025.

shares, options and warrants to purchase shares of Common Stock and loss per share amounts have been adjusted to give retroactive effect

to the February and June 2025 reverse share splits, (the “Reverse Stock Splits”) for all periods presented in these condensed

consolidated financial statements.

Any fractional shares resulting from the Reverse Stock Splits were rounded up to the nearest whole

Reclassifications

reclassifications have been made to the 2025 financial statements to conform to the 2026 presentation.

Specifically, prior-year marketing

expenses, as presented in the Condensed Consolidated Statements of Operations and Comprehensive Loss, have been reclassified and combined

within general and administrative expenses in the current-year presentation.

This reclassification had no effect on net earnings.

Summary of Significant Accounting Policies

Basis of Presentation

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, 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.

December 31, 2025, filed with the SEC on March 30, 2026 (the “Annual Report”).

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 accounting principles generally accepted in the United States of America (“U.S.

GAAP”), have been condensed

3 unchanged sentences

All such adjustments are of a normal recurring nature.

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.

Use of Estimates in the Preparation of Financial Statements

results for the three months’ period ended March 31, 2026 are not necessarily indicative of the results to be expected for the

year ending December 31, 2026 or for any other interim period or for any future period.

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

6 unchanged sentences

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

Principles of Consolidation

condensed interim consolidated financial statements include the accounts of the Company and its subsidiary.

Significant intercompany

balances and transactions have been eliminated in consolidation.

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

functional currency of the Company is the US dollar, which is the currency of the primary economic environment in which it operates.

In accordance with ASC 830, “Foreign Currency Matters” (ASC 830), balances denominated in or linked to foreign currency are

stated on the basis of the exchange rates prevailing at the applicable balance sheet date.

For foreign currency transactions included

in the statement of operations, the exchange rates applicable on the relevant transaction dates are used.

Gains or losses arising from

changes in the exchange rates used in the translation of such transactions are carried as financing income or expenses.

The functional

currency of the Israeli subsidiary is the New Israeli Shekel (“NIS”) and its financial statements are included in consolidation,

based on translation into US dollars.

Accordingly, assets and liabilities were translated from NIS to US dollars using year-end exchange

rates, and expense items were translated at average exchange rates during the quarter.

Gains or losses resulting from translation adjustments

are reflected in stockholders’ equity, under “Accumulated other comprehensive income.”

of Consolidation

condensed consolidated financial statements include the accounts of the Company and its subsidiary.

All intercompany balances and transactions

have been eliminated in consolidation.

and Cash Equivalents and Restricted Cash

Company considers all short-term investments, which are highly liquid investments with original maturities of three months or less at

the date of purchase, to be cash equivalents.

As of March 31, 2026, and December 31, 2025, the Company held no restricted cash.

and Equipment, Net

and equipment are stated at cost, net of accumulated depreciation.

Depreciation is calculated using the straight-line method over the

estimated useful lives of the assets.

When an asset is retired or otherwise disposed of, the related carrying value and accumulated depreciation

are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the statements

of operations and comprehensive loss.

development costs

development costs are expensed to research and development.

Our products include embedded software which is essential to the products’

functionality.

Costs including charges for consulting services and costs for Company personnel associated with programming, coding, and

testing such software are expensed as incurred.

Promissory Notes

issuance of convertible promissory notes and similar instruments, the Company evaluates the embedded conversion features under ASC 470

and ASC 815 to determine whether they must be bifurcated from the host debt instrument.

the embedded conversion feature does not qualify for equity classification, it is bifurcated and recorded as a separate derivative liability

at fair value upon initial recognition and remeasured at fair value in subsequent periods.

The remaining proceeds are allocated to the

host debt instrument, and any resulting discount is amortized to interest expense using the effective interest method over the term of

the embedded conversion feature qualifies for equity classification, it is not bifurcated.

The Company then assesses whether the instrument

was issued at a significant premium.

If a substantial premium exists, it is recorded in additional paid-in capital.

Otherwise, no separate

accounting is required, and the note is accounted for at amortized cost using the effective interest method through maturity.

classified warrants

7 unchanged sentences

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

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)

thousands of US Dollars)

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT.)

Fair value of financial instruments

initial recognition of Series A Warrants (the “Series A Warrants”) and Series B Warrants (the “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.

Value of Financial Instruments

Topic 825-10, “Financial Instruments” defines financial instruments and requires disclosure of the fair value of financial

3 unchanged sentences

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:

In measuring fair value, the Company applies the fair value hierarchy established by ASC 820,

“Fair Value Measurement,” which prioritizes the inputs used in valuation techniques as follows:

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

5 unchanged sentences

Company did not estimate the fair value of the loans received from stockholders since their repayment schedule has not yet been determined.

Company used Level 3 inputs for the valuation methodology of the derivative liabilities.

The derivative liabilities are adjusted to reflect

estimated fair value at each period end, with any decrease or increase in the estimated fair value being recorded in other income or

expense accordingly.

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 – December 31, 2024

Fair value adjustments – Derivative financial liability

Cashless exchange of warrants into Common Stock

Balance – March 31, 2025

Fair value adjustments – Derivative financial liability

Series A Warrant repurchase

Balance – June 30, 2025

Fair value adjustments – Derivative financial liability

Series A Warrant repurchase

Balance – September 30, 2025

amount lower than $1.

Segment reporting

Company used Level 3 inputs for the valuation methodology of the warrant derivative liabilities.

The derivative liabilities are adjusted

to reflect estimated fair value at each period end, with any decrease or increase in the estimated fair value being recorded in other

income or expense accordingly.

During the three months ended March 31, 2026, the Company recognized a reduction to the change in fair

value of derivative liabilities of $ 1 .

During the three months ended March 31, 2025, the Company recognized $ 3,376 to the change in fair

value of derivative liabilities.

and Diluted Loss Per Share

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

for the period.

The Company’s diluted net loss per share of Common Stock is the same as its basic net loss per 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 March 31, 2026 and 2025, stock options and shares issuable upon

the conversion of warrants of 2,214,800 and 3,535,505 , respectively, have been excluded from the computation of diluted shares outstanding.

Schedule of Anti Dilutive Securities

Common stock options

Shares issuable upon the conversion of warrants

Company measures and recognizes the compensation expense for all equity-based payments to employees based on their estimated fair values

in accordance with ASC 718.

Share-based payments including grants of stock options are recognized in the consolidated statement of operations

and comprehensive loss as an operating expense based on the fair value of the award at the date of grant.

The fair value of stock options

granted is estimated using the Black-Scholes option-pricing model.

The Company has expensed compensation costs, net of estimated forfeitures,

over the requisite service period or over the implicit service period when a performance condition affects the vesting, and it is considered

probable that the performance condition will be achieved.

Share-based payments to non-employees are accounted for in accordance with

segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation

9 unchanged sentences

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 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 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

Shares issuable upon the conversion of warrants

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

thousands of US Dollars)

The Company has only one reportable segment, the Glucotrack CBGM Product Segment, as all its 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.

Significant Transactions

Equity Issuances

– Promissory Note

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

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

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

The Note was amended effective September 12, 2025, to

remove the convertible feature.

Note bears no interest, has an original issue discount of $ 600 , 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 as imputed

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

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

the three months ended March 31, 2026, the Company amortized $ 148 of the original issue discount to interest expense.

As of March 31,

2026, the unamortized discount was $ 270 , and the carrying amount of the Note was $ 3,330 .

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 was 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 the Company obtained stockholder approval

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

The Company obtained Stockholder Approval on March 12, 2026.

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.

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”).

– Equity and Common Issuances

March 27, 2026, the Company sold 580,000 shares of Common Stock at an average offering price of $ 1.03 per share pursuant to the ELOC

for net proceeds of $ 590 , after deducting fees from such sale.

of Pre-Funded Warrants

December 29, 2025, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Armistice Capital

Master Fund Ltd.

(also referred to herein as the “Investor”) for a private placement of securities (the “Private Placement”).

The closing of the Private Placement occurred on December 31, 2025 (the “Closing”).

At the Closing, the Company issued (i)

1,033,591 pre-funded warrants to purchase 1,033,591 shares of Common Stock (the “Pre-Funded Warrants”), and (ii) 2,067,182

warrants to purchase shares of Common Stock ( the “Common Warrants”).

Each Pre-Funded Warrant was sold with two Common Warrants

at a combined purchase price of $ 3.869 , which is equal to the Nasdaq Official Closing Price (as reflected on Nasdaq.com) of the Common

Stock on December 29, 2025 (the “Minimum Price”), minus the exercise price of the Pre-Funded Warrant of $ 0.001 per share.

the three months ended March 31, 2026, the Company received $ 1 from the exercise of 1,033,591 Pre-Funded Warrants.

Sales Agreement

1 unchanged sentence

(“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”).

offering price of up to $ 8,230 , from time to time, through an “at-the-market” equity offering 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 $ 3,642 , 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

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.

direct offering and sale of an aggregate of 43,967 shares of Common Stock at an offering price of $ 69.00 per share for net proceeds of

$ 2,752 , after deducting fees owed to the placement agent and other offering expenses.

James acted as the placement agent for the offerings pursuant to a placement agency agreement, dated February 4, 2025, by and between

the Company and Dawson James.

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.

– Warrant Net Share Exchange into Common Stock

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”) where the Company issued an aggregate of (i) 8,359

Series A Warrants (the “Series A Warrants”) and (ii) 8,359 Series B Warrants (the “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

12 unchanged sentences

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

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 162,062 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 exercise of the

Series B Warrants, the fair value of the warrants exercised as of the settlement dates of $ 20,621 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)

addition, the remaining 11 Series B Warrants and 54,032 Series A Warrants were revalued as of March 31, 2025, resulting in a reduction

to the warrant liability of $ 2,370 .

Commitments and Contingent Liabilities

March 4, 2004, the Israeli Innovation Authority (the “IIA”) provided Integrity Israel with a grant of approximately $ 93

(NIS 420,000 ), for its plan to develop a non-invasive blood glucose monitor (the “Development Plan”).

Integrity Israel

is required to pay royalties to the IIA at a rate ranging between 3 - 5 % of the proceeds from the sale of the Company’s products

arising from the Development Plan up to an amount equal to $ 93 plus interest at LIBOR from the date of grant.

As to the replacement

of the LIBOR benchmark rate, even though the IIA has not declared the alternative benchmark rate to replace the LIBOR, the Company

does not believe it will have a significant impact.

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

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

March 4, 2004, the Israeli Innovation Authority (the “IIA”) provided Integrity Israel with a grant of approximately $ 93 (NIS

420,000 ), for its plan to develop a non-invasive blood glucose monitor (the “Development Plan”).

Integrity Israel is required

to pay royalties to the IIA at a rate ranging between 3 - 5 % of the proceeds from the sale of the Company’s products arising from

the Development Plan up to an amount equal to $ 93 plus interest at LIBOR from the date of grant.

As to the replacement of the LIBOR benchmark

rate, even though the IIA has not declared the alternative benchmark rate to replace the LIBOR, the Company does not believe it will

have a significant impact.

As of March 31, 2026, the remaining contingent liability with respect to royalty payment on future sales

equals approximately $ 93 excluding interest.

Such contingent obligation has no expiration date.

October 7, 2022 (“the Closing Date”), the Company entered into Intellectual Property Purchase Agreement (the “Agreement”)

with Paul Goode, which is the Company’s Chief Executive Officer (the “Seller”), under which it was agreed that

on and subject to the terms and conditions of the Agreement, at the Closing Date, Seller sold and assigned to the Company, all of

Seller’s right, title and interest in and to the following assets, properties and rights (collectively, the “Purchased

(i) all rights, title, interests in all current and future intellectual property, including, but not limited to patents,

trademarks, trade secrets, industry know-how and other IP rights relating to an implantable continuous glucose sensor (collectively,

the “Conveyed Intellectual Property”);

and (ii) all the goodwill relating to the Purchased Assets.

consideration for the sale of the Purchased Assets to the Company, at the Closing Date, the

Company paid to Seller cash in the amount of one dollar and obligated to issue up to 10,000

shares of Common Stock to be issued based upon specified performance milestones as set forth

in the Agreement (the “Purchase Price”).

In addition, if upon the final issuance,

the aggregate 10,000 shares represent less than 1.5 % of the then outstanding Common Stock

of the Company, the final issuance will include such number of additional shares so that

the total aggregate issuance equals 1.5 % of the outstanding shares (the “True-Up Shares”).

All shares of Common Stock of the Company that will be issued under the agreement shall be

(i) restricted over a limited period as defined in the Agreement and (ii) subject to the

lockup provisions.

the Company acquires net assets that do not constitute a business, as defined under ASU 2017-01 Business Combinations (Topic 805)

Clarifying the Definition of a Business (such when there is no substantive process in the acquired entity) the transaction is accounted

for as asset acquisition and no goodwill is recognized.

The acquired In-Process Research and Development intangible asset (“IPR&D”)

to be used in research and development projects which have been determined not to have alternative future use at the acquisition

date, is expensed immediately.

the Closing Date, it was determined that the asset acquisition represents the purchase of IPR&D with no alternative future use.

However, the achievement of each of the performance milestones is considered as a contingent event outside the Company’s control

and thus the contingent consideration which is equal to the fair value of the Purchase Price as measured at the Closing Date will

be recognized when and if it becomes probable that each target will be achieved within the reasonable period.

Such additional contingent

consideration will be recognized in subsequent periods if and when the contingency (the achievement of targets) is resolved.

June 2023, the Seller achieved the first performance milestone out of the five performance milestones outlined in the Agreement executed

between the Company and the Seller as of the Closing Date.

As a result, upon the date of the fulfilment of the first performance

milestone the Company was committed to issue 17 restricted shares to the Seller.

Accordingly, the Company recorded an amount of $ 131

as stock-based compensation expenses with a similar amount as an increase to additional paid-in capital.

The first performance milestone

shares were issued on February 6, 2024.

May 2024, the second performance milestone was achieved out of the five performance milestones outlined in the Agreement executed

between the Company and the Seller as of the Closing Date.

result, the Company was committed to issue 25 restricted shares to the Seller.

Accordingly, the Company recorded stock-based compensation

expenses amounted to $ 192 which represents the quoted price of its Common Stock at the Closing Date, after taking into consideration

a discount for lack of marketability in a rate of 30 % over the applicable restriction period.

The second performance milestone shares

were issued on November 20, 2024, excluding 184 shares that were issued erroneously and were returned to the Company subsequent to

the balance sheet date.

March 26, 2025, the Board determined that the third milestone was met and that an additional 42 shares of Common Stock have been

earned under the terms of the IP Purchase Agreement.

As a result, an amount of $ 0.6 was recognized to stock-based compensation.

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

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 [PENDING MANAGEMENT UPDATE]

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

consolidated financial statements were available to be issued.

Based upon this review, the Company did not identify any other significant

subsequent events that would have required adjustment or disclosure in the financial statements,

Property Purchase Agreement

October 7, 2022, the Company entered into an Intellectual Property Purchase Agreement, (the “IP Agreement”) with its CEO,

Goode, under which he assigned to the Company all rights, title, and interest in certain intellectual property related to an

implantable continuous glucose sensor, including patents, trademarks, trade secrets, know-how, and associated goodwill.

the Company paid one dollar in cash and agreed to issue up to 167 shares of common stock upon achievement of specified performance milestones.

If those shares represent less than 1.5 % of the Company’s outstanding Common Stock at the time of final issuance, additional “true-up”

shares will be issued to reach that threshold.

All shares issued under the agreement are subject to restrictions and lockup provisions.

the acquired assets did not constitute a business under applicable accounting guidance, the transaction was treated as an asset acquisition,

with no goodwill recognized.

The acquired in-process research and development (IPR&D) had no alternative future use and was expensed

Milestone-based share issuances are treated as contingent consideration and recognized as stock-based compensation when

achievement becomes probable.

On December 29, 2023, 17 shares of Common Stock were earned under the terms of the IP Agreement and were

issued to Dr.

Goode on February 6, 2024.

On May 1, 2024, 25 shares of Common Stock were earned under the terms of the IP Agreement.

March 26, 2025, the Board determined that the third milestone was met and that an additional 42 shares of Common Stock have been earned

under the terms of the IP Agreement.

As of March 31, 2026, the remaining milestones were not considered probable, and no additional compensation

expense had been recorded.

Subsequent Events

to March 31, 2026, the Company repaid the Note Investor 50 % of the net proceeds received from equity sales completed

under the ELOC during the three months ended March 31, 2026.

April 2026, the Company raised approximately $ 115 in gross proceeds from the issuance of 180,000 shares of Common Stock pursuant to the

ELOC facility.

Net proceeds, after fees and the 50 % repayment to the Note Investor, was approximately $ 56 .

May 2026, the Company raised approximately $ 987 in gross proceeds from the issuance of 1,300,000 shares of Common Stock pursuant to the

ELOC facility.

Net proceeds, after fees, was approximately $ 972 , as the Note Investor waived the 50 % note repayment fee.

April 13, 2026, the Company entered into an Exchange Agreement (the “First Exchange Agreement”) with the Note Investor relating

to the existing promissory Note (the “Original Note”) previously issued to the Note Investor in the principal amount of $ 3,600 .

to the First Exchange Agreement, the Company and the Note Investor partitioned a new promissory note in the original principal amount

of $ 600 (the “First Partitioned Note”) from the Original Note.

Following such partition, the outstanding balance of the

Original Note was reduced by an amount equal to the initial outstanding balance of the First Partitioned Note, and the Original Note

otherwise remains in full force and effect in accordance with its terms.

the Exchange Agreement, the Company and the Note Investor further agreed to exchange the Partitioned Note for an aggregate of 895,000

shares of the Company’s Common Stock (the “Exchange Shares”).

The exchange consisted solely of the surrender and cancellation

of the First Partitioned Note in exchange for the issuance of the Exchange Shares, with no cash or other consideration paid by the Investor.

April 29, 2026, the Company entered into a Second Exchange Agreement (the “Second Exchange Agreement” and together with the

First Exchange Agreement, the “Exchange Agreements”) with the Note Investor relating to the Original Note (such note previously

issued to the Investor in the principal amount of $ 3,600 , with such principal subsequently reduced by $ 600 pursuant to the First

Exchange Agreement).

to the Second Exchange Agreement, the Company and the Note Investor partitioned a new promissory note in the original principal amount

of $ 988 (the “Second Partitioned Note” and together with the First Partitioned Note, the “Partitioned Notes”)

from the Original Note.

Following such partition, the outstanding balance of the Original Note was reduced by an amount equal to the

initial outstanding balance of the Second Partitioned Note, and the Original Note otherwise remains in full force and effect in accordance

with its terms.

the Exchange Agreement, the Company and the Investor further agreed to exchange the Second Partitioned Note for an aggregate of 1,300,000

Exchange Shares.

The exchange consisted solely of the surrender and cancellation of the Second Partitioned Note in exchange for the issuance

of the Exchange Shares, with no cash or other consideration paid by the Note Investor.

issuance of the Exchange Shares from the April 13 th and April 29 th Exchange Agreements is subject to a beneficial

ownership limitation, which generally restricts the Company from issuing shares to the Note Investor to the extent that such issuance

would cause the Note Investor and its affiliates to beneficially own more than 19.9% of the Company’s outstanding Common Stock,

calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

extent the limitation applies, the Exchange Shares may be issued in one or more tranches, and any portion of a Partitioned Note not exchanged

as a result of the limitation will remain outstanding and exchangeable in accordance with the terms of the applicable Exchange Agreement.

Partitioned Notes were issued in a private placement to the Note 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”).

Shares were issued pursuant to the exemption from the registration requirements of the Securities Act provided by Section 3(a)(9) of

the Securities Act, on the basis that (a) the Exchange Shares were issued in exchange for other outstanding securities of the Company;

(b) there was no additional consideration delivered by the Note Investor in connection with the exchange;

and (c) there were no commissions

or other remuneration paid by the Company in connection with the exchanges.

addition, subsequent to March 31, 2026, pre-funded warrants to purchase 60,000 shares of Common Stock previously issued to the ELOC investor

as a commitment fee, were exercised, resulting in the issuance of 60,000 shares of Common Stock.

Listing Status

May 11, 2026, the Company received a Staff Determination letter (the “Staff Determination”) from the Listing Qualifications

Department of Nasdaq notifying the Company that Nasdaq staff (the “Nasdaq Staff”) has determined to delist its Common Stock

from The Nasdaq Capital Market.

Staff Determination stated that the bid price of the Common Stock had closed at less than $ 1.00 per share over the previous 30 consecutive

business days, from March 27, 2026 through May 8, 2026, and that, as a result, the Company is not in compliance with Nasdaq Listing Rule

5550(a)(2), which requires listed securities to maintain a minimum bid price of $ 1.00 per share (the “Bid Price Rule”).

Staff Determination further stated that, although companies are typically afforded a 180-calendar day period to regain compliance with

the Bid Price Rule, the Company is not eligible for any such compliance period pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(iv).

Staff cited the fact that t he Company has effected a reverse stock split over the prior one-year period and have effected one or more

reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one.

Accordingly, unless the

Company requests an appeal by May 18, 2026, its Common Stock will be scheduled for delisting and suspended at the opening of business

on May 20, 2026.

Company intends to timely request a hearing before a Nasdaq Hearings Panel (the “Panel”) to appeal Nasdaq Staff’s

determination.

A timely hearing request will stay any further delisting actions through the hearing process.

At the hearing,

the Company expects to present its plan to regain compliance with the Bid Price Rule.

The Company intends to continue to monitor the

closing bid price of its Common Stock and will consider available options to regain compliance with the Bid Price Rule, including

potentially implementing a reverse stock split (if approved by the Company’s stockholders).

There can be no assurance that the

Company will be successful in its appeal, that the Panel will grant the Company’s request for continued listing, or that the

Company will be able to regain compliance with the Bid Price Rule or maintain compliance with other applicable Nasdaq listing

requirements.

Please refer to “ Risk Factors — If we are unable to continue to satisfy the applicable continued

listing requirements of Nasdaq, our Common Stock could be delisted, and we and our stockholders could face significant material

adverse consequences.

In addition, Nasdaq has recently proposed a new $ 5

million market value of listed securities requirement that we may not satisfy and therefore could cause our Common Stock to be

delisted by Nasdaq on an imminent basis, if approved by the SEC,” in Part II, Item 1A of this Quarterly Report for more

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