What changed in this filing

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Item 1. Business

2026-03-26 compared with 2025-04-07 · 84 added, 117 removed, 105 unchanged (66% of the section changed)

International Corp.

(“NovelStem” or the “Company”) is a holding company whose principal assets are a 50% equity

interest in NetCo Partners (“NetCo”) and an approximately 31% interest in NewStem Ltd, an Israeli biotech company (“NewStem”).

(“NovelStem” or the “Company”) is a holding company whose principal assets consisted of an

approximate 31% equity interest in NewStem Ltd, an Israeli biotech company (“NewStem”) and its developed technology, and

a 50% equity interest in NetCo Partners (“NetCo”).

The interest in NetCo was sold in May 2025 in a noncash transaction which

settled significant debt of the Company in the form of a litigation funding agreement.

As described below, NewStem was liquidated in

October 2025.

Currently, the Company’s principal asset consists of rights to profits from a license held by Yissum Research Development

Company, Hebrew University’s technology transfer company (“Yissum”), which we previously held through our ownership

interest in NewStem.

NovelStem was formerly known as Hollywood Media Corp.

The Company was incorporated in the State of Florida on January 22, 1993 and changed

its name to NovelStem International Corp.

The Company was incorporated in the State of Florida on January

22, 1993 and changed its name to NovelStem International Corp.

in September 2018.

the purchase of NewStem, the Company expanded its business focus from media to cutting edge biotech.

As a significant shareholder in

NewStem, and the substantial commitment of our management and financial resources to NewStem, including the fact that our Executive Chairman,

Jan Loeb, is also the Chairman of NewStem, we have the ability to exert significant influence over the management and operations of NewStem

resulting in NewStem functioning as a minority operating subsidiary of the Company.

Since his appointment in July 2018, Mr.

acted in an executive capacity on behalf of the Company and has served in a de facto leadership role.

In September 2022, the Board

appointed Mr.

the purchase of NewStem, an Israeli biotech company, in 2018 the Company expanded its business focus from media to cutting edge biotech.

As a significant shareholder in NewStem, and the substantial commitment of our management and financial resources to NewStem, including

the fact that our Executive Chairman, Jan Loeb, was also the Chairman of NewStem, we had the ability to exert significant influence over

the management and operations of NewStem resulting in NewStem functioning as a minority operating subsidiary of the Company.

to his appointment in July 2018, Mr.

Loeb acted in an executive capacity on behalf of the Company and has served in a de facto

leadership role.

In September 2022, the Board appointed Mr.

Loeb as Executive Chairman of NovelStem in order to ratify Mr.

Loeb’s position and clarify his executive role.

January 13, 2023, the Board appointed Mr.

position and clarify his executive role.

On January 13, 2023, the Board appointed Mr.

Loeb as President.

With respect to NewStem, Mr.

Loeb, as the Chairman, calls and presides over

the meetings of NewStem’s Board of Directors.

Loeb, as the Chairman, presided over the meetings of NewStem’s Board of Directors.

Additionally, Mr.

Loeb leverages his financial expertise by guiding NewStem’s

financial and strategic planning, including the raising and deployment of capital, developing and modifying NewStem’s business

plan and budget and by participating in the negotiation of NewStem’s material contracts as required.

NewStem does not currently

have an appointed Chief Financial Officer and, as such, Mr.

Loeb serves as the de facto Chief Financial Officer and Chief Strategic

Officer of NewStem.

Loeb leveraged his financial

expertise by guiding NewStem’s financial and strategic planning, including the raising and deployment of capital, developing and

modifying NewStem’s business plan and budget and by participating in the negotiation of NewStem’s material contracts as required.

NewStem did not have an appointed Chief Financial Officer and, as such, Mr.

Loeb served as the de facto Chief Financial Officer

and Chief Strategic Officer of NewStem.

the second quarter of 2024, the Company was a development stage biotechnology holding company focused on the stem cell-based technology

developed by Hebrew University under exclusive license to NewStem.

The Company signed an agreement (the “Purchase Agreement”) on June 20, 2024 to acquire the remainder

of NewStem in exchange for Company stock as well as funding for NewStem.

The Company was unable to obtain funding to proceed and the

Purchase Agreement was not fully consummated.

As such, no Company shares were issued to NewStem shareholders in exchange for NewStem

The Company signed an agreement (the “Purchase Agreement”)

on June 20, 2024 to acquire the remainder of NewStem in exchange for Company stock as well as funding for NewStem.

The Company was unable

to obtain funding to proceed, and the Purchase Agreement was not fully consummated.

As such, no Company shares were issued to NewStem

shareholders in exchange for NewStem shares.

the third quarter of 2024, it became evident that NewStem would not be able to raise funds to continue operations consisting of research

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In October 2024, NewStem ceased operations and began the process of liquidation

under which the current state of the technology reverts back to the original licensor with the Company retaining a financial interest

in any future licensing.

depends entirely on earnings and cash from its investments in NewStem and the NewStem technology and our 50% equity interest in the NetCo

joint venture.

under which the current state of the technology reverted back to the original licensor, Yissum, with the Company retaining a financial

interest of up to $3,750,000 in any future licensing.

NewStem’s liquidation was completed in October 2025.

Additionally,

NovelStem owned a 50% interest in NetCo, a joint venture that owns the Net Force publishing franchise.

On May 9, 2025, the Company entered

into a Settlement Agreement and Release whereby the investment in NetCo was sold to the Company’s JV partner for $1,300,000 to

settle the related litigation funding liability to Omni Bridgeway in full.

This transaction was fully consummated as funds were received

by Omni Bridgeway from CP Partners pursuant to the terms of the agreement.

depended entirely on earnings and cash from its investments in NewStem and the NewStem technology and our 50% equity interest in the

NetCo joint venture.

The Company’s principal operations coincided with those of NewStem.

We have not received any dividend payments or

other distributions from NewStem in the fiscal years ended December 31, 2024 and 2023.

We received distributions of earnings from NetCo

of $6,875 during the fiscal year ended December 31, 2023.

No such distributions of earnings were received during the fiscal year ended

December 31, 2024.

is a development stage Israeli biotech limited liability company that performed research focused on human Pluripotent Stem Cells (hPSCs)

We have not received any dividend payments

or other distributions from NewStem in the fiscal years ended December 31, 2025 and 2024.

We received minimal distributions (approximately

$600) of earnings from NetCo during the year ended December 31, 2025 and none during the year ended December 31, 2024.

was a development stage Israeli biotech limited liability company that performed research focused on human Pluripotent Stem Cells (hPSCs)

in general, and Haploid human Pluripotent Stem Cells (HhPSCs), in particular.

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of chemotherapy resistance.

NewStem has incurred losses since inception and has generated minimal revenues from a licensing agreement

NewStem filed an FDA Pre-Submission and received a CE Mark from the European Medicines Agency (EMA) for its in vitro diagnostic

device (IVDD).

NewStem incurred losses from inception and generated minimal revenues from a licensing agreement.

filed an FDA Pre-Submission and received a CE Mark from the European Medicines Agency (EMA) for its in vitro diagnostic device (IVDD).

NewStem does not have an FDA approved medical device.

The NewStem Software Diagnostic Device (NSDD) is CE marked under

EU regulation as an “other” IVD under Directive 98/79/EC since March 2022.

performs genome-wide genetic screening to identify synthetic lethal interactions with common cancer-related mutations.

The first step

in the process is to create a model with relevant cancer-related mutations in HhPSCs, where, subsequently, a library targeting approximately

18,000 coding genes is induced.

At the end of this step, each cell has two mutations, one in the cancer related gene and the other in

a coding gene.

A genome-wide genetic screening is performed, both on normal HhPSCs and genomic modified HhPSCs to which a cancer-related

mutation was inserted.

The goal of such screens is to identify mutations that in combination with a cancer-related mutation will kill

Following bioinformatic analysis of the genetic screening results, novel targets are identified and validated, first in HhPSCs

and then cancer models (tumor organoids and PDX).

NewStem has validated several targets in HhPSCs and will move next to validation in

cancer models.

To identify novel targets for drug development, NewStem performs genome-wide genetic screening.

The validation process

requires additional experiments that corroborate the results in independent experiments that are performed on haploid human embryonic

stem cells and cancer models.

For validated targets, artificial intelligence (AI) based drug discovery will be performed following by

hit to lead process and ADMET that will support the transition to clinical trials.

reference to AI-based drug discovery, AI can assist in structure-based drug discovery by predicting the 3D protein structure and the

chemical environment of the target protein site, thus helping to predict the effect of a compound on the target along with safety considerations

before their synthesis or production and, accordingly, accelerates the drug development process.

reference to the hit to lead process- this is the iterative process of lead improvement.

It is the stage where a hit, typically a small

molecule identified in a high throughput screen, is chemically modified into a lead molecule following improvements in activity against

reference to ADMET, this is the five-letter acronym for absorption, distribution, metabolism, excretion, and toxicity that describes

pharmacokinetics.

ADMET plays key roles in drug discovery and development.

A high-quality drug candidate should not only have sufficient

efficacy against the therapeutic target, but also show appropriate ADMET properties at a therapeutic dose.

possesses pioneering intellectual property, reagents and experience related to the isolation and differentiation of HhPSCs and hPSCs,

their genetic manipulation, immunogenicity, tumorigenicity and their unique capacity in disease modeling.

believe that NewStem is the only company worldwide to develop products based on this innovative proprietary technology.

The NewStem Software Diagnostic Device (NSDD) is CE marked under EU regulation

as an “other” IVD under Directive 98/79/EC since March 2022.

believe that NewStem was the only company worldwide to develop products based on this innovative proprietary technology.

These products

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based on a synthetic-lethal interaction approach.

technology solutions are derived from an exclusive, worldwide license from Yissum Research Development Company, Hebrew University’s

technology transfer company (“Yissum”) and The New York Stem Cells Foundation, based on the findings and inventions of Prof.

Nissim Benvenisty, Director of the Azrieli Center for Stem Cells and Genetic Research, The Hebrew University of Jerusalem (the “License”).

The License provided NewStem an exclusive worldwide license to make commercial use of the License and to develop, manufacture, market,

distribute or sell a product in the field of therapeutics, diagnostics, screening, development and testing.

In consideration for the

grant of the License, NewStem was obligated to pay royalties of up to 3% of net sales and up to 12% of “Sublicense Consideration”

(as defined in the License Agreement).

As part of the ongoing liquidation of NewStem, the License reverts to the original holders and

NovelStem retains a significant financial interest in any future monetization of the License.

technology solutions were derived from an exclusive, worldwide license from Yissum and The New York Stem Cells Foundation, based on the

findings and inventions of Prof.

Nissim Benvenisty, Director of the Azrieli Center for Stem Cells and Genetic Research, The Hebrew University

of Jerusalem (the “License”).

The License provided NewStem with an exclusive worldwide license to make commercial use of

the License and to develop, manufacture, market, distribute or sell a product in the field of therapeutics, diagnostics, screening, development

In consideration for the grant of the License, NewStem was obligated to pay royalties of up to 3% of net sales and up to

12% of “Sublicense Consideration” (as defined in the License Agreement).

As part of the liquidation of NewStem, the License

reverted to the original holders and NovelStem retained a significant financial interest in any future monetization of the License.

was the original seed investor in NewStem providing $2 million in July 2018 and another $2 million over the next two and a half years.

We currently own a 30.51% equity interest in NewStem.

The remaining equity interests in NewStem are owned by Yissum and Professor Benvenisty,

each of whom owns a 30.51% equity interest, Illumina Cambridge LTD, which owns a 5.31% equity interest, and management and a number of

other shareholders who own collectively approximately 3.18%.

Currently, our President and Executive Chairman, Jan Loeb, is also the Chairman

of the Board of NewStem.

Professor Benvenisty and a representative of Yissum occupy the other two Board seats.

At the time of liquidation, we owned a 30.51% equity interest in NewStem.

The remaining equity interests in NewStem are owned by Yissum

and Professor Benvenisty, each of whom owned a 30.51% equity interest, Illumina Cambridge LTD, which owned a 5.31% equity interest, and

management and a number of other shareholders who owned collectively approximately 3.18%.

technologies underlying future monetization of the License are subject to rapid and profound technological change.

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Approval Process

therapeutic product candidates were expected to be regulated by the FDA as drugs.

No manufacturer may market a new drug until it has

submitted a New Drug Application, or NDA, to the FDA, and the FDA has approved it.

therapeutic product candidates were expected to be regulated by the FDA as drugs, and it is expected that this would be applicable to

any future licensee as well.

No manufacturer may market a new drug until it has submitted a New Drug Application, or NDA, to the FDA,

and the FDA has approved it.

testing and approval process requires substantial time, effort and financial resources, and any future licensee’s product candidates

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procedures are available to companies wishing to market a product in more than one European Union member state.

is also subject to various environmental, health and safety regulations including those governing laboratory procedures and the handling,

use, storage, treatment, and disposal of hazardous materials.

From time to time, and in the future, NewStem’s operations may involve

the use of hazardous materials.

June 1995, we and C.P.

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“Net Force”, about a division of the FBI investigating crimes and adventures involving the internet and the digital world.

Group each own 50% of the ownership interest in NetCo.

NetCo owns all rights in all media to the Net Force property including

film, television, and video games.

1997, NetCo licensed to Putnam Berkley the rights to publish the first six Net Force books in North America, which books were written

NovelStem and C.P.

Group each owned 50% of the ownership interest in NetCo.

NetCo owns all rights in all media to the Net Force property

including film, television, and video games.

1997, NetCo licensed the rights to publish the first six Net Force books in North America to Putnam Berkely, which books were written

and published.

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2019, NetCo entered into a new publishing agreement with HarperCollins.

Three novels and two Net Force novellas have been published under

Three novels and two Net Force novellas were published under

that agreement.

Through its interest in NetCo, NovelStem receives distributions of its 50% share of proceeds generated from the rights

Through its interest in NetCo, NovelStem received distributions of its 50% share of proceeds generated from the rights

to Net Force.

the time of this filing, the Company is in final negotiations to sell our interest in NetCo to our joint venture partner in exchange

for the settlement of related debt in the form of a litigation funding agreement.

in the publishing and video game industries is intense.

Many new products and services are regularly introduced in each major industry

segment (console, mobile and PC), but only a relatively small number of “hit” titles account for a significant portion of

total revenue in each segment.

NetCo’s competitors range from established interactive entertainment companies and diversified media

companies to emerging start-ups, and we expect new competitors to continue to emerge throughout the world.

Item 3 – Legal Proceedings for information concerning proceedings related to NetCo.

May 2025, we sold our interest in NetCo to our joint venture partner in exchange for the settlement of related debt in the form of a

litigation funding agreement.

do not currently have any employees;

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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-K

Item 1. Business