NOTE 6 – SHAREHOLDERS’ EQUITY:

According to the agreement, If, at any point during the term of the Common Stock Purchase Agreement, the Company fails to be listed on the Nasdaq Capital Market, the Commitment Fee Amount will increase to $1,000 if remedied within six months or less, to $1,250 if remedied after six months but before twelve months, and $1,500 if not remedied within twelve months (the “Delisting Penalty Provision”). If the Common Stock Purchase Agreement is terminated, the Delisting Penalty Provision shall automatically be waived on the date that is six (6) months after the later of (A) the date on which Shareholder Approval is obtained and (B) the date on which the Resale Registration Statement has been declared effective by the SEC.

Since the Company failed to maintain its listing on the Nasdaq Capital Market, the Company recorded additional liability to commitment fees in the amount of $625 based on management’s remediation plan.

In December 2025, the Company initiated a draw under the Equity Line of Credit Purchase Agreement (the “ELOC”). In connection with this draw, the Company issued 21,000 shares of its Common Stock to White Lion in accordance with the terms of the agreement. 

In April 2026, the ELOC holder exercised 40,370 pre-funded warrants, resulting in the issuance of 40,370 shares of the Company’s common stock. 

The Company may terminate the ELOC Purchase Agreement at any time, which shall be effected by written notice being sent by the Company to White Lion. On July 1, 2026, the Company entered into an Exchange and Amendment Agreement with The Holder that terminated the remaining commitment under the ELOC Purchase Agreement. See Note 9.

On September 18, 2024, the Company entered into an At the Market Offering Agreement (the “ATM Agreement”), with H.C. Wainwright & Co. (“Wainwright”), as sales agent, pursuant to which the Company may issue and sell shares of its common stock, from time to time, through Wainwright.

Under the ATM Agreement, Wainwright may sell shares in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, as amended, or in any other method permitted by law, including in privately negotiated transactions.

The Company or Wainwright may suspend or terminate the ATM Agreement upon notice to the other party and subject to other conditions.

The Company will pay Wainwright a commission of 3.0% of the gross sales price of any common stock sold under the ATM Agreement and has agreed to provide Wainwright with customary indemnification and contribution rights. The Company will also reimburse Wainwright for certain specified expenses.

On January 5, 2026, the Company updated the offering amount based on the issuance in the preceding twelve months to $12 million of its common stock, par value $0.0001 per share through a filing of a prospectus supplement related to its ATM with Wainwright. The agreement has an effectiveness period from September 25, 2024 through September 24, 2027, and the Company is not obligated to sell any shares of common stock during such period.

During the three months ended March 31, 2026, the Company issued and sold 18,429,137 shares of common stock for gross proceeds of approximately $7,311. The issuance cost is $368.

During the three months ended June 30, 2026, the Company did not issue or sell any shares of its common stock pursuant to its At-the-Market (“ATM”) offering program. The Company is currently unable to utilize its ATM facility as a result of its delisting from Nasdaq until it will be able to relist.

The majority of the Share-based compensation expenses included in the Condensed consolidated statements of comprehensive loss under General and Administrative.

As of June 30, 2026, the unrecognized compensation costs related to those unvested stock options are $2, which are expected to be recognized over a weighted-average period of 4 months.

The majority of the RSUs expenses included in the Condensed consolidated statements of comprehensive loss under General and Administrative.

As of June 30, 2026, the unrecognized compensation cost related to unvested RSUs totaled to approximately $477 and is expected to be expensed over a weighted-average recognition period of approximately 1.12 years.