What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-05-13 compared with 2025-02-11 · 318 added, 284 removed, 194 unchanged (76% of the section changed)

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may appear elsewhere in this Quarterly Report on Form 10-Q and include, but are not limited to, statements regarding the following:

the expected development, time-to-market and potential benefits from our products and ventures, based on our cell-based technology platform in regenerative medicine, immunotherapy, food technology, or food tech, agriculture technology, or agtech, and our Contract Development and Manufacturing Organization, or CDMO, business, as well as potentially in other industries and verticals that have a need for our mass scale and cost-effective cell expansion platform;

our expectations of market and industry growth;

the expected development, time-to-market and potential benefits from our products and ventures, based on our cell-based technology platform in regenerative medicine, immunotherapy, food technology, or food tech, agriculture technology (“agtech”), and our Contract Development and Manufacturing Organization, (“CDMO”), business, as well as potentially in other industries and verticals that have a need for our mass scale and cost-effective cell expansion platform;

our expectations for market and industry growth;

the prospects of entering into additional license agreements, joint ventures, partnerships or other forms of cooperation with other companies, government institutes, research organizations and medical institutions, and the ability to maintain those agreements, joint ventures, partnerships or other forms of cooperation;

our ability to attract clients for our CDMO business;

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achieving regulatory approvals;

receipt of future funding from the Israel Innovation Authority, or IIA, the European Union’s Horizon programs, the National Institutes of Health, or NIH, as well as grants from other independent third parties;

the capabilities of our placenta expanded, or PLX, cells, including future collaborations to further advance the development of our PLX- PAD and PLX-R18 cell therapy as a potential novel treatment;

the expected clinical development of a new allogeneic Placental Mucosal Associated Invariant T, or MAIT, and the potential benefits it can produce for advanced cell-based therapies for immune disorders and neurodegenerative diseases;

receipt of future funding from the Israel Innovation Authority (“IIA”), the European Union’s Horizon programs, the National Institutes of Health (“NIH”), as well as grants from other independent third parties;

the capabilities of our placenta expanded (“PLX”), cells, including future collaborations to further advance the development of our PLX- PAD and PLX-R18 cell therapy as a potential novel treatment;

the expected clinical development of a new allogeneic Placental Mucosal Associated Invariant T (“MAIT”), and the potential benefits it can produce for advanced cell-based therapies for immune disorders and neurodegenerative diseases;

our expectation to solve medicine’s unmet needs and demonstrate a real-world impact and value from our pipeline, technology platform and commercial-scale manufacturing capacity;

the possible impacts of cybersecurity incidents on our business and operations;

our expectations regarding our short and long-term capital requirements;

our expectations regarding our short and long-term capital requirements, including our discussions with the European Investment Bank (“EIB”) about the restructuring of the EIB Loan (as defined below);

our outlook for the coming months and future periods, including but not limited to our expectations regarding future revenue and expenses;

our expectation to receive approval from our shareholders relating to a private placement offering, or the Offering, pursuant to a securities purchase agreement, or the Securities Purchase Agreement, and a binding term sheet, or the Term Sheet, each entered into on January 23, 2025;

information with respect to any other plans and strategies for our business;

general market, political and economic conditions in the countries in which we operate including those related to recent unrest in the Middle East and armed conflict between Israel and Hamas, Hezbollah and other terrorist organizations;

our ability to regain compliance with Nasdaq Listing Rule 5550(b)(1), which requires us to maintain a minimum of $2.5 million in stockholders’ equity, or the Stockholders’ Equity Requirement, for continued listing on the Nasdaq Capital Market.

general market, political and economic conditions in the countries in which we operate, including those affected by ongoing instability in the Middle East and the armed conflict involving Israel and Hamas, Hezbollah, Iran and other terrorist organizations, as well as developments in international trade policy, such as tariffs, sanctions, and other trade barriers imposed by the U.S.

or other countries, which could affect our sourcing and distribution channels, increase costs, or otherwise negatively impact our operations and financial results;

our ability to continue to comply with Nasdaq Listing Rule 5550(b)(1),

which requires us to maintain a minimum of $2.5 million in stockholders’ equity (the “Stockholders’ Equity Requirement”),

or with either of the alternative listing standards (including the market value of listed securities of at least $35 million or having

net income of $500,000 from continuing operations in the most recently completed fiscal year, in two of the three most recently completed

fiscal years), for continued listing on the Nasdaq Capital Market.

Our business and operations

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In addition, historic results

of scientific research and development, or R&D, clinical and preclinical trials do not guarantee that the conclusions of future R&D

or trials would not suggest different conclusions.

Also, historic results referred to in this periodic report would be interpreted differently

in light of additional research, development, clinical and preclinical trials results.

Except as required by law, we undertake no obligation

to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances

after the date hereof or to reflect the occurrence of unanticipated events.

Further information on potential factors that could affect

our business is described under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal

year ended June 30, 2024, or the 2024 Annual Report, as well as in Part II, Item 1A of this Quarterly Report.

Readers are also urged to

carefully review and consider the various disclosures we have made in that report.

of scientific research and development (“R&D”), clinical and preclinical trials do not guarantee that the conclusions

of future R&D or trials would not suggest different conclusions.

Also, historic results referred to in this periodic report would

be interpreted differently considering additional research, development, clinical and preclinical trials results.

Except as required by

law, we undertake no obligation to release publicly the result of any revision to these forward-looking statements that may be made to

reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Further information on potential

factors that could affect our business is described under the heading “Risk Factors” in Part I, Item 1A of our Annual Report

on Form 10-K for the fiscal year ended June 30, 2024 (the “2024 Annual Report”), as well as in Part II, Item 1A of this Quarterly

Readers are also urged to carefully review and consider the various disclosures we have made in that report.

As used in this Quarterly

Report on Form 10-Q, the terms “we”, “us”, “our”, the “Company” and “Pluri”

mean Pluri Inc., our wholly owned subsidiaries, Pluri Biotech Ltd., Pluristem GmbH, and Coffeesai Ltd., and our subsidiary Ever After

Foods Ltd., or Ever After Foods, unless otherwise indicated or as otherwise required by the context.

mean Pluri Inc., our wholly owned subsidiaries, Pluri Biotech Ltd., Pluristem GmbH, and Coffeesai Ltd., and our subsidiaries Ever After

(“Ever After Foods”), unless otherwise indicated or as otherwise required by the context.

All references to common shares,

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We are a biotechnology company

with an advanced cell-based technology platform.

We have developed a unique three-dimensional, or 3D, technology platform for cell expansion

with an industrial scale in-house Good Manufacturing Practice, cell manufacturing facility.

We are utilizing our technology in the fields

of regenerative medicine, immunotherapy, food tech, CDMO, and agtech, and plan to utilize it in industries and verticals that have a need

for our mass scale and cost-effective cell expansion platform via partnerships, joint ventures, licensing agreements and other types of

collaborations.

Our operations are focused

on the research, development and manufacturing of cell-based products and the business development of cell therapeutics and cell-based

technologies, providing potential solutions for various industries.

with an advanced cell-based technology platform, which operates in one operating segment.

We have developed a unique three-dimensional

(“3D”) cell expansion platform, supported by an in-house, industrial-scale Good Manufacturing Practice (“GMP”)

cell manufacturing facility.

We are currently applying this technology across the fields of regenerative medicine, immunotherapy, food

technology, and agricultural technology.

In addition, we have launched a CDMO business and intend to expand the application of our platform

to other industries and sectors requiring scalable and cost-efficient cell expansion solutions via partnerships, joint ventures, licensing

agreements and other types of collaborations.

Our operations are dedicated

to the research, development, and manufacturing of cell-based products, as well as the commercialization of cell therapeutics and related

technologies aimed at delivering innovative solutions across a range of industries.

We use our advanced cell-based

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we have focused on several indications utilizing our product candidates, including, but not limited to, muscle recovery following surgery

for hip fracture, incomplete recovery following bone marrow transplantation, critical limb ischemia, or CLI, Chronic Graft versus Host

Disease and a potential treatment for Hematopoietic Acute Radiation Syndrome, or H-ARS.

Some of these studies have been completed while

others are still ongoing.

We believe that each of these indications is a severe unmet medical need.

for hip fracture, incomplete recovery following bone marrow transplantation, critical limb ischemia (“CLI”), Chronic Graft

versus Host Disease and a potential treatment for Hematopoietic Acute Radiation Syndrome (“H-ARS”).

We believe that each of

these indications is a severe unmet medical need.

In July 2023, we announced

that we signed a three-year $4.2 million contract with the U.S.

National Institute of Allergy and Infectious Diseases, or NIAID, which

is part of the NIH.

Under such contract, we will collaborate with the U.S.

Department of Defense’s Armed Forces Radiobiology Research

Institute, or AFRRI, and the Uniformed Services University of Health Sciences, or USUHS, in Maryland, U.S.A., to further advance the development

of our PLX-R18 cell therapy as a potential novel treatment for H-ARS, a deadly disease that can result from nuclear disasters and radiation

National Institute of Allergy and Infectious Diseases (“NIAID”),

which is part of the NIH.

Under such contract, we were to collaborate with the U.S.

Department of Defense’s Armed Forces Radiobiology

Research Institute (“AFRRI”), and the Uniformed Services University of Health Sciences (“USUHS”), in Maryland,

U.S.A., to further advance the development of our PLX-R18 cell therapy as a potential novel treatment for H-ARS, a deadly disease that

can result from nuclear disasters and radiation exposure.

On April 15, 2025, Pluri Biotech Ltd.

received a formal notice of termination

from the NIAID, according to which, the contract was terminated for the Government’s convenience and such termination was effective

as of April 15, 2025.

As of March 31, 2025, prior to receiving the notice of termination, we received approximately $2.16 million in funding

under the contract, and we expect to receive an additional amount of approximately $75 thousand for activities conducted by that date.

We believe that the termination of the contract may reflect broader federal budgetary and administrative adjustments that have recently

affected multiple health-related agencies, including the NIH, and are monitoring these developments closely to assess any potential implications

on our ongoing programs.

Immunotherapy MAIT cells :

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Furthermore, unlike conventional autologous T-cells typically collected from peripheral blood,

our MAIT cells are designed to be allogenic universal product.

Benefiting with very restricted T-cell receptor, the MAIT cells minimize

our MAIT cells are designed to be allogenic universal products.

Benefiting with a very restricted T-cell receptor, the MAIT cells minimize

their likelihood of inducing Graft versus Host Disease, a significant advantage over other potential allogeneic products.

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for advanced cell-based therapies for immune disorders and neurodegenerative diseases.

In April 2025, we announced

that the U.S.

Patent and Trademark Office (the “USPTO”), has issued a patent covering our immune cell expansion technologies.

The patent claims a proprietary system and method for immune cell activation, genetic engineering, and large-scale 3D expansion.

Additionally,

we announced that we were issued a patent in Israel, which mirrors a previously granted U.S.

Following these recent patent

grants, our intellectual property estate includes over 250 patents pending, allowed, and granted.

In January 2024, we launched

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through our PluriAgtech business vertical, which is incorporated into our wholly owned subsidiary, Coffeesai Ltd., (b) an innovative proof-of-concept

or POC, collaboration with ICL Group Ltd., a leading global specialty minerals company, to revolutionize bio stimulant delivery and enhance

yield sustainably, and (c) a strategic POC agreement with a leading international agriculture corporation which is intended to boost the

global vegetable product supply, streamline supply chains, and combat global climate change, while ensuring a natural and a more sustainable

future for agriculture.

(“POC”), collaboration with ICL Group Ltd., a leading global specialty minerals company, to revolutionize bio stimulant delivery

and enhance yield sustainably, and (c) a strategic POC agreement with a leading international agriculture corporation which is intended

to boost the global vegetable product supply, streamline supply chains, and combat global climate change, while ensuring a natural and

a more sustainable future for agriculture.

In March 2024, we announced

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enabling efficient cultivation of plant cells across various applications, from sustainable agriculture to critical healthcare solutions.

On January 23, 2025, we entered

into a Term Sheet with Mr.

Alejandro Weinstein, a non-U.S.

investor, or the Investor, for the purchase of certain shares representing

approximately 71% (on a fully diluted basis) of Kokomodo Ltd., or Kokomondo, an Israeli agtech company specializing in cultivated cacao

production, for an aggregate purchase price of $4.5 million, payable in our common shares, or the Kokomodo Transaction.

The Kokomodo Transaction

will be subject to, among other conditions, the approval of our shareholders.

The Kokomodo Transaction is subject to certain closing conditions,

including the approval of our shareholders.

As of the date of this report, there is no guarantee when or if the Kokomodo Transaction will

be completed.

On January 23, 2025, the Company entered into a binding term sheet

(the “Term Sheet”) for the purchase of certain shares representing approximately 71% of the equity of Kokomodo Ltd.

(on a fully diluted basis), an Israeli agtech company specializing in cultivated cacao production, for an aggregate purchase price of

$4.5 million, payable in Common Shares of the Company.

Following the execution of the Term Sheet, on March 13, 2025, the Company and the

Subsidiary (collectively, the “Purchaser”), entered into a Share Purchase Agreement (the “Share Purchase Agreement”),

effective as of March 12, 2025, with Chutzpah Holdings Limited, a company wholly owned by Mr.

Alejandro Weinstein, a director of the Company,

and Plantae Bioscience Ltd., a corporation controlled by Mr.

Weinstein (collectively, the “Seller”), pursuant to which, on

April 28, 2025, the Seller sold to the Purchaser 400,000 ordinary shares and 175,000 preferred seed-1 shares (the “Purchased Shares”),

representing approximately 71% of the equity of Kokomodo, for an aggregate purchase price of $4.5 million, payable in 976,139 of our common

shares (the “Consideration Shares”).

Pursuant to the Share Purchase Agreement, the Seller also transferred, assigned and conveyed

in favor of the Purchaser a convertible loan, pursuant to an assignment and assumption agreement (the “Assignment Agreement”),

reflecting a principal aggregate amount of $0.5 million (together with the Purchased Shares, the “Purchased Interests” and

such transactions are referred to as the “Kokomodo Transaction”).

In 2022, we announced the

establishment of a joint venture with Tnuva Food Industries – Agricultural Co-Operative in Israel Ltd., or Tnuva, Ever After Foods

(previously Plurinuva Ltd.), which is incorporated under the laws of the State of Israel, with the purpose of developing cultivated meat

products of all kinds and types.

establishment of a joint venture with Tnuva Food Industries – Agricultural Co-Operative in Israel Ltd.

(“Tnuva”), Ever

After Foods (previously Plurinuva Ltd.), which is incorporated under the laws of the State of Israel, with the purpose of developing cultivated

meat products of all kinds and types.

Leveraging Pluri’s innovative

technology, Ever After Foods has rapidly advanced its scalable production platform, developing a business-to-business, or B2B, version

of its proprietary technology system, Ever After Foods has demonstrated the natural production of muscle and fat tissues for various animal

cells, ensuring taste, feel, and texture akin to conventional animal-derived meat.

technology, Ever After Foods has rapidly advanced its scalable production platform, developing a business-to-business (“B2B”),

version of its proprietary technology system, Ever After Foods has demonstrated the natural production of muscle and fat tissues for various

animal cells, ensuring taste, feel, and texture akin to conventional animal-derived meat.

In June 2024, we entered into

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In addition, our wholly owned subsidiary, Pluri Biotech Ltd., and Ever

After Foods executed an Amended and Restated Technology License Agreement, dated June 12, 2024, or the Amended License.

The Amended License

amended the parties’ existing license agreement dated as of February 23, 2022, to expand the scope of the license to include fish

After Foods executed an Amended and Restated Technology License Agreement, dated June 12, 2024 (the “Amended License”).

Amended License amended the parties’ existing license agreement dated as of February 23, 2022, to expand the scope of the license

to include fish and seafood.

The $10 million funding round

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69% of Ever After Foods.

RESULTS OF OPERATIONS – THREE AND SIX

MONTHS ENDED DECEMBER 31, 2024 COMPARED TO THREE AND SIX MONTHS ENDED DECEMBER 31, 2023

Revenues for the six-month

and three-month periods ended December 31, 2024 were $511,000 and $185,000, respectively, as compared to $159,000 and $105,000, respectively,

during the six-month and three-month periods ended December 31, 2023.

Revenues for the six-month and three-month periods ended December

31, 2024 and 2023 were mainly related to services provided to CDMO clients in the field of process and product development and in the

agtech fields.

The increase in revenues is mainly attributed to the launch of new business verticals, specifically in the CDMO field and

an increase related to a POC collaboration with a leading international agriculture corporation in the agtech field.

RESULTS OF OPERATIONS – THREE AND NINE

MONTHS ENDED MARCH 31, 2025 COMPARED TO THREE AND NINE MONTHS ENDED MARCH 31, 2024

Revenues for the nine-month

and three-month periods ended March 31, 2025, were $938,000 and $427,000, respectively, as compared to $230,000 and $71,000, respectively,

during the nine-month and three-month periods ended March 31, 2024.

Revenues for the nine-month and three-month periods ended March 31,

2025, and 2024 were mainly related to services provided to CDMO clients in the field of process and product development and in the agtech

The increase in revenues is mainly attributed to the launch of new business verticals, specifically in the CDMO field and an increase

related to a POC collaboration with a leading international agriculture corporation in the agtech field.

Cost of Revenues

Cost of revenues for each

of the six-month and three-month periods ended December 31, 2024 were $200,000 and $74,000.

of the nine-month and three-month periods ended March 31, 2025, were $491,000 and $291,000.

Cost of revenues includes (1) manufacturing

costs related to our CDMO and agtech fields, which primary consist of materials, personnel-related and overhead costs, and (2) royalties

which we are obligated to pay to the European Investment Bank, or EIB, according to the finance agreement, or the EIB Finance Agreement,

executed with the EIB by us, Pluri Biotech Ltd.

which we are obligated to pay to the EIB, according to the finance agreement (the “EIB Finance Agreement”), executed with

the EIB by us, Pluri Biotech Ltd.

and Pluristem GmbH in April 2020.

We had no cost of revenues for the six-month and three-month

periods ended December 31, 2023.

We had no cost of revenues for the nine-month and three-month periods

ended March 31, 2024.

Research and Development Expenses, Net

R&D expenses, net (costs

less participation by the IIA, Horizon Europe and the NIAID) for the six-month period ended December 31, 2024 decreased by 2% from $5,957,000

for the six-month period ended December 31, 2023, to $5,814,000.

The decrease is mainly attributed to (1) a decrease in salaries and a

related to reduction in head count of 10 R&D employees in the Subsidiary (90 R&D employees on December 31, 2024, compared to 100

R&D employees on December 31, 2023) as a result of our cost reduction and efficiency plans, and (2) a decrease in materials costs

related to a supplier credit, partially offset by (1) an increase in material purchases in accordance with our manufacturing needs and

plans, and (2) an increase related to subcontractors activity in NIAID and immunotherapy projects.

less participation by the IIA, Horizon Europe and the NIAID) for the nine-month period ended March 31, 2025, decreased by 2% from $9,051,000

for the nine-month period ended March 31, 2024, to $8,857,000.

The decrease is mainly attributed to (1) a decrease in clinical studies

expenses following the completion of our clinical studies, partially offset by an increase related to subcontractors activity in our NIAID

and immunotherapy projects, and (2) a decrease in materials costs related to a supplier credit, partially offset by (3) an increase in

material purchases in line with our manufacturing needs and plans, and (4) a decrease in R&D expenses due to classification of expanses

into cost of revenues.

R&D expenses, net (costs

less participation by the IIA, Horizon Europe and the NIAID) for the three-month period ended December 31, 2024 decreased by 1% from $2,964,000

for the three-month period ended December 31, 2023 to $2,925,000.

The decrease is mainly attributed to a decrease in materials costs related

to a supplier credit, partially offset by (1) an increase in material purchases and consultants activity in accordance with our manufacturing

needs and plans, and (2) a decrease in participation grants from the NIAID contract.

less participation by the IIA, Horizon Europe and the NIAID) for the three-month period ended March 31, 2025, decreased by 2% from $3,094,000

for the three-month period ended March 31, 2024, to $3,043,000.

The decrease is mainly attributed to (1) a decrease in clinical studies

expenses following the completion of our clinical studies, partially offset by an increase related to subcontractors activity in our NIAID

and immunotherapy projects, (2) a decrease in material purchases and consultants’ activity in line with our manufacturing needs

and plans, and (3) a decrease in R&D expenses due to classification of expenses into cost of revenues.

General and Administrative Expenses

General and administrative

expenses for the six-month period ended December 31, 2024 decreased by 3% from $4,792,000 for the six-month period ended December 31,

2023 to $4,652,000 mainly due to a decrease in share-based compensation expenses related to employee terminations and restricted stock

unit, or RSU, expenses amortization over time, partially offset by (1) an increase in salaries and related expenses due to the reinstatement

of the salary of Mr.

Yaky Yanay, our Chief Executive Officer, or CEO (following his salary reduction from January 2023 through December

2023, whereby he waived 75% of his salary and converted it to RSUs, and options), (2) an increase in salaries and related expenses due

to reinstatement of temporary reduction in employees’ regular working hours for a limited period in December 2023, (3) an increase

in bonus expenses for certain employees, including our CEO and Mrs.

Chen Franco-Yehuda, our former Chief Financial Officer, or CFO, for

certain performance-based bonuses as defined in their employment agreement, and (4) an increase in share-based compensation expenses related

to RSUs and options which were granted during the third quarter of fiscal year 2024 and the first quarter of fiscal year 2025 to employees,

officers, directors and consultants.

expenses for the nine-month period ended March 31, 2025, decreased by 2% to $7,145,000, compared to $7,303,000 for the nine-month period

ended March 31, 2024.

This decrease was primarily driven by a reduction in share-based compensation expenses, mainly attributed to employee

terminations and amortization of restricted stock unit (“RSU”), expenses over time.

This reduction was partially offset by

the following increases:

(1) an increase in salaries and related expenses due to the reinstatement of the salary of Mr.

Yaky Yanay, our

Chief Executive Officer (“CEO”) (following his salary reduction from January 2023 through December 2023, whereby he waived

75% of his salary and converted it to RSUs, and options), (2) an increase in salaries and related expenses due to reinstatement of temporary

reduction in employees’ regular working hours for a limited period in December 2023, (3) an increase in bonus expenses for certain

employees, including our CEO and Mrs.

Chen Franco-Yehuda, our former Chief Financial Officer (“CFO”), related to performance-based

bonuses pursuant to their respective employment agreements, and (4) increased share-based compensation expenses related to RSUs and options

granted during the prior year to employees, officers, directors and consultants.

General and administrative

expenses for the three-month period ended December 31, 2024 decreased by 9% from $2,354,000 for the three-month period ended December

expenses for the three-month period ended March 31, 2025, decreased by 1% from $2,511,000 for the three-month period ended March 31, 2024,

to $2,493,000.

The decrease is mainly attributed to (1) a decrease in share-based compensation expenses related to employee terminations

and RSUs, expenses amortization over time, partially offset by (1) an increase in salaries and related expenses due to the reinstatement

of the salary of our CEO (following his salary reduction from January 2023 through December 2023, whereby he waived 75% of his salary

and converted it to RSUs, and options), (2) an increase in salaries and related expenses due to reinstatement of temporary reduction in

employees’ regular working hours for a limited period in December 2023, (3) an increase in bonus expenses for certain employees,

including our CEO and our former CFO for certain performance-based bonuses as defined in their employment agreement, and (4) an increase

in share-based compensation expenses related to RSUs and options which were granted during the third quarter of fiscal year 2024 and the

first quarter of fiscal year 2025 to employees, officers, directors and consultants.

Other Financial Income, net

Other financial income, net,

increased from $928,000 in financial income for the six-month period ended December 31, 2023 to $1,437,000 in financial income for the

six-month period ended December 31, 2024.

This increase is mainly attributed to exchange rate differences expenses related to the EIB

loan following fluctuation between the U.S.

dollar against the Euro, partially offset by (1) a decrease in interest income from deposits,

resulting from lower interest rates and reduced deposit levels due to withdrawals, (2) a decrease due to exchange rate expenses on a lease

liability due to the strength of the New Israeli Shekel, or NIS, against the U.S Dollar and (3) less income from hedging transactions.

Other financial income, net,

changed from $435,000 in financial income for the three-month period ended December 31, 2023 to $2,058,000 in financial income for the

three-month period ended December 31, 2024.

The increase is mainly attributed to exchange rate differences expenses related to the EIB

loan following fluctuation between the U.S.

dollar against the Euro, partially offset by (1) a decrease in interest income from deposits,

resulting from lower interest rates and reduced deposit levels due to withdrawals and (2) less income from hedging transactions.

and RSUs, and (2) expenses amortization over time, partially offset by (3) an increase in salaries and related expenses due to reinstatement

of temporary reduction in employees’ regular working hours for a limited period in December 2023, (4) an increase in bonus expenses

for certain employees, including our CEO and our former CFO for certain performance-based bonuses as defined in their employment agreement,

and (5) an increase in share-based compensation expenses related to RSUs and options which were granted during the third quarter of fiscal

year 2024 and the first quarter of fiscal year 2025 to employees, officers, directors and consultants.

Other Financial Income (expenses), net

Other financial income (expenses),

net, decreased from $1,290,000 in financial income for the nine-month period ended March 31, 2024, to $714,000 in financial income for

the nine-month period ended March 31, 2025.

This decrease is mainly attributed to (1) exchange rate differences expenses related to a

loan obtained from EIB (the “EIB Loan”) in April 2020 pursuant to the EIB Finance Agreement, following fluctuation between

dollar against the Euro, (2) a decrease in interest income from deposits, resulting from lower interest rates and reduced deposit

levels due to withdrawals, (3) a decrease due to exchange rate expenses on a lease liability due to the strength of the New Israeli Shekel

(“NIS”), against the U.S Dollar, and (4) less income from hedging transactions.

Other financial income (expenses), net, changed from $362,000 in financial

income for the three-month period ended March 31, 2024, to $723,000 in financial expenses for the three-month period ended March 31, 2025.

The decrease is mainly attributed to (1) exchange rate differences expenses related to the EIB Loan following fluctuation between the

dollar against the Euro, and (2) a decrease due to exchange rate expenses on a lease liability due to the strength of the NIS against

the U.S Dollar.

Interest Expenses

Interest expenses related

to our outstanding loan received from the EIB and all changes during the six-month and three-month periods ended December 31, 2024 compared

to the six-month and three-month periods ended December 31, 2023 are attributable solely to exchange rate differences of the Euro compared

Net loss for the six-month

and three-month periods ended December 31, 2024 were $9,146,000 and $3,110,000, respectively, as compared to net loss of $10,092,000 and

$4,994,000 for the six-month and three-month periods ended December 31, 2023, respectively.

The decreases were due to decreases in general

and administrative expenses and R&D expenses, as part of the implementation of our business strategy, our efforts to reduce costs

pursuant to an efficiency plan, and due to the launch of our new businesses, such as the CDMO and agtech fields.

Net loss per share attributed

to shareholders for the six-month and three-month periods ended December 31, 2024 were $1.61 and $0.53, respectively, as compared to $1.92

and $0.96 for the six-month and three-month periods ended December 31, 2023, respectively.

We had net loss attributed to our non-controlling

interest in Ever After Foods for the six-month and three-month periods ended December 31, 2024 of $308,000 and $154,000, respectively.

For the six-month and three-month

periods ended December 31, 2024 and 2023, we had weighted average common shares outstanding of 5,505,915, 5,552,931 and 5,178,555, 5,190,853,

respectively, which were used in the computations of net loss per share for the six-month and three-month periods.

to our outstanding EIB Loan and all changes during the nine-month and three-month periods ended March 31, 2025, compared to the nine-month

and three-month periods ended March 31, 2024, are attributable solely to currency rate differences of the Euro compared to the U.S.

Net loss for the nine-month

and three-month periods ended March 31, 2025, were $15,481,000 and $6,335,000, respectively, as compared to net loss of $15,482,000 and

$5,390,000 for the nine-month and three-month periods ended March 31, 2024, respectively.

The increase in net loss was mainly due to exchange

rate differences expenses as mentioned above.

Net loss per share attributed to shareholders for the nine-month and three-month periods

ended March 31, 2025, were $2.56 and $0.94, respectively, as compared to $2.92 and $1.01 for the nine-month and three-month periods ended

March 31, 2024, respectively.

We had a net loss attributed to our non-controlling interest in Ever After Foods for the nine-month and

three-month periods ended March 31, 2025, of $496,000 and $188,000, respectively.

For the nine-month and three-month

periods ended March 31, 2025, and 2024, we had weighted average common shares outstanding of 5,857,743, 6,563,555 and 5,193,808, 5,221,162,

respectively, which were used in the computations of net loss per share for the nine-month and three-month periods.

The increase in weighted average

common shares outstanding reflects the issuance of additional shares upon the vesting of RSUs and restricted shares issued to directors,

officers, employees and consultants.

common shares outstanding reflects the issuance of additional shares pursuant to a securities purchase agreement entered into on January

23, 2025 and an additional securities purchase agreement entered into on February 3, 2025 (the “Securities Purchase Agreement”

and the “Additional Securities Purchase Agreement”, respectively), and additional shares upon the vesting of RSUs and restricted

shares issued to directors, officers, employees and consultants.

Liquidity and Capital Resources

As of December 31, 2024, our

As of March 31, 2025, our

total current assets were $27,455,000 and total current liabilities were $5,705,000.

On December 31, 2024, we had a working capital surplus

of $17,930,000, total equity (deficit) of ($2,917,000), after deduction of $5,111,000 which is attributed to the non-controlling interest

in Ever After Foods, and an accumulated deficit of $(429,310,000).

On March 31, 2025, we had a working capital surplus

of $21,750,000, total equity of $483,000, after deduction of $4,957,000 which is attributed to the non-controlling interest in Ever After

Foods, and an accumulated deficit of $(435,457,000).

Our cash and cash equivalents

and restricted cash as of December 31, 2024 amounted to $7,490,000, compared to $5,841,000 as of December 31, 2023 and compared to $7,037,000

and restricted cash as of March 31, 2025, amounted to $8,906,000, compared to $7,354,000 as of March 31, 2024, and compared to $7,037,000

as of June 30, 2024.

Cash balances changed in the six months ended December 31, 2024 compared to the six months ended December 31, 2023

Cash balances changed in the nine months ended March 31, 2025, compared to the nine months ended March 31, 2024,

for the reasons presented below.

Net cash used for operating

activities was $8,692,000 in the six months ended December 31, 2024, compared to $9,506,000 in the six-months ended December 31, 2023.

Cash used in operating activities in the six months ended December 31, 2024 and 2023 consisted primarily of payments of fees to our suppliers,

activities was $12,995,000 in the nine months ended March 31, 2025, compared to $13,708,000 in the nine-month ended March 31, 2024.

used in operating activities in the nine months ended March 31, 2025, and 2024 consisted primarily of payments of fees to our suppliers,

subcontractors, professional services providers and consultants, and payments of salaries to our employees, partially offset by income

from CDMO clients and by grants from the IIA, the Horizon Europe program, and funds received from the NIAID contract.

from our CDMO clients, agtech fields activities and by grants from the IIA, the Horizon Europe program, and funds received from the NIAID

Investing activities provided

cash of $9,230,000 in the six months ended December 31, 2024, compared to cash provided of $9,721,000 for the six months ended December

The investing activities in the six-month period ended December 31, 2024 and 2023 consisted primarily of the proceeds from withdrawal

cash of $4,998,000 in the nine months ended March 31, 2025, compared to cash provided of $15,389,000 for the nine months ended March 31,

The investing activities in the nine-month period ended March 31, 2025, and 2024 consisted primarily of the proceeds from withdrawal

of short-term deposits, net of $5,895,000 and $15,702,000, respectively.

Financing activities provided

cash of $9,968,000 in the nine months ended March 31, 2025, which were related to net proceeds received from the of issuances of common

shares, pre-funded warrants and warrants, net of issuance cost related to the Offering and the Second Offering.

We had no financing activities

in the six months ended December 31, 2024 or 2023.

in the nine months ended March 31, 2024.

On December 14, 2022, our

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We are currently in discussions with the EIB regarding a potential restructuring of

the terms of the loan, however, there is no certainty that such restructuring will be achieved.

As of December 31, 2024, the interest

accrued was in the amount of approximately €2.86 million.

In addition to the interest payable, the EIB is also entitled to royalty

payments, pro-rated to the amount disbursed from the EIB loan, on our consolidated revenues beginning in the fiscal year 2024 up to and

including its fiscal year 2030, in an amount equal to up to 2.3% of our consolidated revenues below $350 million, 1.2% of our consolidated

revenues between $350 million and $500 million and 0.2% of our consolidated revenues exceeding $500 million.

As of December 31, 2024,

we had an accrued royalty in the amount of $5,000.

As the project term ended on December 31, 2022, we do not expect to receive additional

funds pursuant to the EIB Finance Agreement.

On July 11, 2023, we

signed a three-year $4.2 million contract with the NIAID, which is part of the NIH.

We will collaborate with the U.S.

Department of Defense’s,

or DoD’s, AFRRI and USUHS to further advance the development of our PLX-R18 cell therapy as a potential novel treatment for H-ARS.

H-ARS is a deadly disease that can result from nuclear disasters and radiation exposure.

The period of performance of this contract will

be from July 1, 2023 through June 30, 2024, with an optional extension for an additional two-year period.

the terms of the EIB Loan.

Such discussions are currently focused on the new terms of the EIB Loan, including an extension of the current

maturity date of the EIB Loan.

The Company is expecting to finalize such discussions by the end of June 2025;

however, there is no certainty

that such restructuring will be achieved on the expected timeline or at all.

As of March 31, 2025, the interest accrued was in the amount

of approximately €3.06 million.

In addition to the interest payable, the EIB is also entitled to royalty payments, pro-rated to the

amount disbursed from the EIB Loan, on our consolidated revenues beginning in the fiscal year 2024 up to and including its fiscal year

2030, in an amount equal to up to 2.3% of our consolidated revenues below $350 million, 1.2% of our consolidated revenues between $350

million and $500 million and 0.2% of our consolidated revenues exceeding $500 million.

As of March 31, 2025, we had an accrued royalty

in the amount of $8 thousand.

As the project term ended on December 31, 2022, we do not expect to receive additional funds pursuant to

the EIB Finance Agreement.

On July 11, 2023, we signed

a three-year $4.2 million contract with the NIAID, to support the development of our PLX-R18 cell therapy as a potential novel treatment

The program included collaboration with the U.S.

Department of Defense (AFRRI and the USUHS) and was funded by NIAID as part

On June 6, 2024, the NIAID

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During the 12 months period from July 1, 2024, through June

30, 2025, the NIAID will provide us with $1.4 million to manufacture the PLX-R18 cell therapy and to conduct both in vitro and in vivo

studies to develop PLX-R18 as a potential novel treatment for hematopoietic complications of the H-ARS.

As of December 31, 2024, we have

received from the NIAID approximately $1.9 million and as of December 31, 2024 we expect to receive an additional amount of approximately

$0.1 million for activities conducted by that date.

30, 2025, the NIAID was planned to provide us with $1.4 million to manufacture the PLX-R18 cell therapy and to conduct both in vitro and

in vivo studies to develop PLX-R18 as a potential novel treatment for hematopoietic complications of the H-ARS.

On April 15, 2025, we

received formal notice of termination from the NIAID.

According to the notice of termination, the contract was terminated for the Government’s

convenience and such termination was effective as of April 15, 2025.

As of March 31, 2025, we have received from the NIAID approximately

$2.16 million and as of March 31, 2025, we expect to receive an additional amount of approximately $75 thousand for activities conducted

by that date.

We believe that the termination of the contract may reflect broader federal budgetary and administrative adjustments that

have recently affected multiple health-related agencies, including the NIH.

On February 13, 2024, we entered

into a sales agreement, or the Sales Agreement, with A.G.P./Alliance Global Partners, or A.G.P., as agent, pursuant to which we may issue

and sell our common shares having an aggregate offering price of up to $10 million, from time to time through A.G.P.

As of February 11,

2025, we have sold an aggregate of 42,729 common shares pursuant to the Sales Agreement at an average price of $5.93 per share.

into a sales agreement (the “Sales Agreement”), with A.G.P./Alliance Global Partners (“A.G.P.”), as agent, pursuant

to which we may issue and sell our common shares having an aggregate offering price of up to $10 million, from time to time through A.G.P.

As of May 13, 2025, we have sold an aggregate of 42,729 common shares pursuant to the Sales Agreement at an average price of $5.93 per

On January 23, 2025, we entered

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(i) 1,383,948 of our common shares, par value $0.00001

per share, (ii) pre-funded warrants, or the Pre-Funded Warrants, to purchase up to 26,030 common shares, and (iii) warrants, or the Common

Warrants, to purchase up to 84,599 common shares.

The Offering price per share and accompanying warrant is $4.61.

The Pre-Funded Warrants

have an exercise price of $0.0001 per share, are exercisable at any time following the receipt certain approvals from our shareholders,

required by the applicable rules of the Nasdaq Capital Market, and until exercised in full.

The Common Warrants have an exercise price

of $5.568 per share, will not be exercisable until we receive the approval from our shareholders, and will be exercisable for three years

following the date of receipt of such approval.

The Pre-Funded Warrants and Common Warrants contain customary anti-dilution provisions

and are subject to a 19.99% beneficial ownership limitation until approval from our shareholders is obtained.

The Securities Purchase

Agreement contains customary representations and warranties and agreements of the Company and the Investor and customary indemnification

rights and obligations of the parties.

per share, (ii) pre-funded warrants (the “Pre-Funded Warrants”), to purchase up to 26,030 common shares, and (iii) warrants

(the “Common Warrants”), to purchase up to 84,599 common shares (the “Offering”).

On April 25, 2025, we entered

into an amendment to the Securities Purchase Agreement, pursuant to which we and the Investor agreed to exchange 976,139 of the common

shares for additional Pre-Funded Warrants to purchase up to 976,139 common shares.

The Offering price per share and accompanying warrant

The Pre-Funded Warrants have an exercise price of $0.0001 per share, are exercisable at any time following the receipt certain

approvals from our shareholders, required by the applicable rules of the Nasdaq Capital Market, and until exercised in full.

Warrants have an exercise price of $5.568 per share, will not be exercisable until we receive approval from our shareholders, and will

be exercisable for three years following the date of receipt of such approval.

The Pre-Funded Warrants and Common Warrants contain customary

anti-dilution provisions and are subject to a 19.99% beneficial ownership limitation until approval from our shareholders is obtained.

The Securities Purchase Agreement contains customary representations and warranties and agreements of the Company and the Investor and

customary indemnification rights and obligations of the parties.

Under the terms of the Securities

Purchase Agreement, we appointed Mr.

Weinstein to our Board, effective upon the closing of the Offering, and agreed to recommend his election

to our shareholders provided that the Investor continues to hold at least 10% of our issued and outstanding common shares.

Weinstein to our Board, effective February 5, 2025, and agreed to recommend his election to our shareholders

provided that he continues to hold at least 10% of our issued and outstanding common shares.

The gross proceeds from the

Offering were $6.5 million and we intend to use the proceeds from the Offering for working capital and general

corporate purposes.

The Offering closed on February 5, 2025, following the satisfaction of customary closing conditions.

Concurrently with the Offering,

on January 23, 2025, we and the Investor entered into a Term Sheet, for the purchase of certain shares representing approximately 71%

(on a fully diluted basis) of Kokomodo, for an aggregate purchase price of $4.5 million, payable in our common shares.

The Kokomodo Transaction

will be subject to, among other conditions, to the approval of our shareholders.

The Kokomodo Transaction is expected to close during

the second quarter of 2025 (calendar year), following the approval of the Company’s shareholders.

As of the date of this report,

there is no guarantee when or if the Kokomodo Transaction will be completed.

Pursuant to the Term Sheet,

in case that the Kokomodo Transaction does not close, for any reason other than due to Investor’s failure to perform his material

undertakings under the Term Sheet and/or covenants as agreed under the definitive agreement, or due to any diligence finding which the

we are not currently aware of and that are likely to result in liabilities exceeding $0.5 million to us, then we shall:

(a) purchase a

certain portion of Investor’s shares in Kokomodo for a purchase amount of $1 million (based on a $6 million pre-money valuation

of Kokomodo, calculated prior to the investment described in (b)), and (b) invest an additional $0.5 million in Kokomodo under a under

a Simple Agreement for Future Equity, or SAFE, providing a 20% discount of the price per share set in connection with a trigger event

for conversion of the SAFE into equity of Kokomodo and a pre-money valuation cap of $5.5 million in connection with such round.

Offering were $6.5 million and we intend to use the proceeds from the Offering for working capital and general corporate purposes.

Offering closed on February 5, 2025, following the satisfaction of customary closing conditions.

On January 23, 2025, the Company entered into the Term Sheet for the

purchase of certain shares representing approximately 71% of the equity of Kokomodo (on a fully diluted basis), for an aggregate purchase

price of $4.5 million, payable in Common Shares of the Company.

Following the execution of the Term Sheet, on March 13, 2025, the Purchaser

entered into the Share Purchase Agreement, effective as of March 12, 2025, with the Seller, pursuant to which, on April 28, 2025, the

Seller (i) sold to the Purchaser 400,000 ordinary shares and 175,000 preferred seed-1 shares, representing approximately 71% of the equity

of Kokomodo (on a fully diluted basis), and (ii) transferred, assigned and conveyed in favor of the Purchaser a convertible loan, pursuant

to the Assignment Agreement, reflecting a principal aggregate amount of $0.5 million.

In consideration for the sale,

transfer and conveyance of the Purchased Interests, the Company paid the Seller an aggregate purchase price of $4.5 million, which was

paid in 976,139 common shares of the Company.

Company also executed leak-out agreements (the “Leak-Out Agreement”), pursuant to which the Seller agreed to sell, dispose

or otherwise transfer the Consideration Shares on the Nasdaq Capital Market or the Tel Aviv Stock Exchange, subject to certain limitations

and restrictions for a period commencing on the date of closing of the Kokomodo Transaction and ending on the earlier of (i) 36 months,

(ii) the time when the Seller holder holds less than 10% of the outstanding shares of the Company or (iii) the occurrence of a breach

of the Company’s commitment to register the Consideration Shares under the Securities Act of 1933, as amended.

On April 28, 2025, we completed

the Kokomodo Transaction, Kokomodo will continue to operate as an independent company and a majority owned subsidiary of our Company.

On February 3, 2025, we entered

into an additional securities purchase agreement, or the Additional Securities Purchase Agreement, with Merchant Adventure Fund L.P.,

an existing investor of the Company, relating to a private placement offering, or the Second Offering, of:

(i) 759,219 of our common shares,

par value $0.00001 per share, and (ii) warrants, to purchase up to 45,553 common shares.

The Second Offering price per share and accompanying

warrant is $4.61.

The Second Offering warrants have an exercise price of $5.568 per share and a term of three years commencing on the

date of issuance.

The gross proceeds to the Company from the Second Offering are expected to be approximately $3.5 million and we intend

to use the proceeds from the Second Offering for working capital and general corporate purposes.

into the Additional Securities Purchase Agreement, with Merchant Adventure Fund L.P., an existing investor of the Company, relating to

a private placement offering, (the “Second Offering”), of:

(i) 759,219 of our common shares, par value $0.00001 per share,

and (ii) warrants, to purchase up to 45,553 common shares.

The Second Offering price per share and accompanying warrant is $4.61.

Second Offering warrants have an exercise price of $5.568 per share and a term of three years commencing on the date of issuance.

19, 2025, the Second Offering closed and the Company received gross proceeds in the amount of $3.5 million, which it intends to use for

working capital and general corporate purposes.

Non-dilutive grants

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In the absence of such sales, no payment

Through December 31, 2024, total grants obtained from the IIA, which are bearing royalties, aggregated to approximately $27.7

Through March 31, 2025, total grants obtained from the IIA, which are bearing royalties, aggregated to approximately $27.7

million and total royalties paid and accrued amounted to $179 thousand.

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$480 thousand was a direct grant allocated to us, for the initial period of 18 months.

During October 2021, we received an approval for

an additional grant of approximately $583 thousand from the IIA pursuant to the CRISPR-IL consortium program, for an additional period

of eighteen months.

During January 2023, we received approval for an extension of an additional 2 months to finish the program until June

During October 2021, we received approval for an

additional grant of approximately $583 thousand from the IIA pursuant to the CRISPR-IL consortium program, for an additional period of

eighteen months.

During January 2023, we received approval for extension of additional two months to finish the program by June 30, 2023.

The CRISPR-IL consortium program does not include any obligation to pay royalties.

Through December 31, 2024,

we received total grants of approximately $1 million in cash from the IIA pursuant to the CRISPR-IL consortium program, and we do not

expect to receive any additional funds.

Through March 31, 2025, we

received total grants of approximately $1 million in cash from the IIA pursuant to the CRISPR-IL consortium program, and we do not expect

to receive any additional funds.

On October 28, 2024, we announced

that the IIA will fund our collaboration with Bar-Ilan University Research and Development Company Ltd., or BIRAD, the commercial arm

of the Bar-Ilan University in Israel, to support the continued development of MAIT cells.

This collaboration is aimed at advancing innovative

allogeneic cell therapies targeting solid tumors and multiple indications.

The IIA will fund our collaboration with BIRAD for the first

year with a budget approved of approximately $148,000 allocated to us, with an option to fund an additional year.

The goal of this collaboration

is to effectively integrate both technologies and advance to preclinical studies.

The program does not include any obligation to pay royalties.

As of December 31, 2024, we have received approximately $28,000 from the IIA for the project.

that the IIA will fund our collaboration with Bar-Ilan University Research and Development Company Ltd.

(“BIRAD”), the commercial

arm of the Bar-Ilan University in Israel, to support the continued development of MAIT cells.

This collaboration is focused on advancing

innovative allogeneic cell therapies targeting solid tumors and other indications.

The IIA is funding our collaboration with BIRAD for

the first year, with an approved budget of approximately $148,000 allocated to us.

The agreement includes an option for additional funding

for a second year.

The primary objective is to integrate both technologies effectively and progress to preclinical studies.

program does not require royalty payment.

As of March 31, 2025, we received approximately $29,000 from the IIA for this project.

EU grants - Horizon 2020 and Horizon Europe

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that a €7.5 million non-dilutive grant from the European Union’s Horizon program was awarded to Advanced Personalized Therapies

for Osteoarthritis, or PROTO, an international collaboration led by Charité Berlin Institute of Health Center for Regenerative

for Osteoarthritis (“PROTO”), an international collaboration led by Charité Berlin Institute of Health Center for Regenerative

The goal of the PROTO project is to utilize our PLX-PAD cells in a Phase I/II study for the treatment of mild to moderate knee

1 unchanged sentence

An amount of approximately

Euro 500,000 (approximately $540,000) will be a direct grant that will be allocated to us.

Through December 31, 2024, we received a payment

of approximately $185,000 in cash, which relates to the PROTO program.

On January 13, 2025, we received an additional amount of approximately

$143,000 in cash, which relates to the PROTO program.

€500,000 (approximately $540,000) is a direct grant that will be allocated to us.

As of March 31, 2025, we received a payment of

approximately $330,000 in cash as part of the PROTO program.

The clinical study, once approved

5 unchanged sentences

333-273347), filed under the Securities Act with the U.S.

Securities and Exchange Commission, or

the SEC, using a “shelf” registration process.

Under this shelf registration process, we may, from time to time, sell our

common shares, preferred stock and warrants to purchase common shares, and of two or more of such securities, in one or more offerings

Securities and Exchange Commission (the

“SEC”), using a “shelf” registration process.

Under this shelf registration process, we may, from time to time,

sell our common shares, preferred stock and warrants to purchase common shares, and of two or more such securities, in one or more offerings,

for an aggregate initial offering price of $200 million (including amounts sold under the Sales Agreement).

6 unchanged sentences

in the 2024 Annual Report.

We have accumulated a deficit

of $429,310,000 since our inception in May 2001.

We do not expect to generate any significant revenues from sales of products in the next

twelve months.

We expect to generate revenues from the sale of services in our CDMO activity, from collaboration based on our cell-based

products, and from licenses to use our technology and products.

Although we were able to reduce the burn rate significantly in the last

few years, it is unlikely that in the short-term revenues will exceed our costs of operations.

We may be required to obtain

additional liquidity resources in order to support the commercialization of our products and technology and maintain our R&D activities.

We are continually looking

for sources of funding, including collaboration with other companies via licensing agreements, joint ventures and partnerships, and other

non-dilutive sources such as our contract with NIAID and DoD, research grants such as the IIA grants and the European Union grants, and

sales of our common shares.

We believe that we have sufficient

cash to fund our operations for at least the next twelve months.

Since our inception in May

2001, we have accumulated a deficit of approximately $435,457,000.

We do not anticipate generating significant revenue from product sales

over the next twelve months.

However, we expect to generate revenue from CDMO services, collaborations related to our cell-based products,

and licensing of our technologies and products.

While we have made meaningful progress in reducing our burn rate in recent years, it is

unlikely that near-term revenues will exceed our operating costs.

We may need to secure additional

sources of liquidity to support the commercialization of our products and technologies, as well as to sustain our ongoing R&D activities.

We continuously seek funding

through various channels, including strategic collaborations with other companies via licensing agreements, joint ventures, and partnerships.

We also pursue non-dilutive funding sources such as research grants, including those from the IIA and the European Union, as well as potential

proceeds from the sale of our securities.

We believe our existing resources

will be sufficient to support our operations for at least the next twelve months.

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 2. Management’s Discussion and Analysis