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, 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, recorded in other financial income (expense), net during the nine months ended September 30, 2026.

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. 

During April and May 2026, White Lion exercised all 1,703,147 pre-funded warrants, resulting in the issuance of an equivalent number of shares of the Company’s common stock. Upon exercise, the related liability was remeasured and reclassified to shareholders’ equity. 

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.

Exchange and Amendment Agreement - July 2026

On July 1, 2026, the Company and the ELOC Holder entered into an Exchange and Amendment Agreement (the “ELOC Amendment”), pursuant to which, in exchange for White Lion’s right to receive shares of common stock under the Commitment Shares provisions and the Delisting Penalty Provision, the Company issued to White Lion an aggregate of 9,850,000 Amendment Commitment Securities, comprised of (i) 3,000,000 shares of common stock, (ii) 3,850,000 pre-funded warrants (the “Amendment Commitment Pre-Funded Warrants”) and (iii) 3,000,000 common warrants (the “Amendment Commitment Common Warrants”).

The Amendment Commitment Pre-Funded Warrants and common warrants have been classified as liabilities.

As of September 30, 2026, neither the Amendment Commitment Pre-Funded Warrants nor the Amendment Commitment Common Warrants were exercisable.

In addition, the ELOC Amendment modified the purchase notice mechanisms under the original ELOC Purchase Agreement, including the replacement of the delisting purchase notice mechanism with amended Rapid Purchase Notice and Regular Purchase Notice provisions. Under the amended provisions, the purchase price is generally determined as 97% of the applicable market reference price, as defined in the agreement, less $0.005 per share, subject to the terms and limitations set forth therein.

The Company agreed not to submit purchase notices until the later of 30 days following the ELOC Amendment and the effectiveness of the applicable resale registration statement.

On July 1, 2026, the Company filed a registration statement covering the resale of the Amendment Commitment Securities and up to 6,000,000 additional shares issuable under the ELOC Purchase Agreement, which was declared effective by the SEC on July 7, 2026.

Except as amended, the ELOC Purchase Agreement remains in effect in accordance with its terms.

Following the ELOC Amendment, on July 1, 2026, the Company derecognized the outstanding commitment fee liability of $625 and recognized the following consideration issued to White Lion:

The difference of $81 between the carrying amount of the derecognized liability and the aggregate fair value of the consideration issued was recognized as a gain in other financial income (expense), net, during the three months ended September 30, 2026.

The Amendment Commitment Pre-Funded Warrants and Amendment Commitment Common Warrants were classified as liabilities in accordance with ASC 815-40 because the Company did not have sufficient authorized and unissued shares available to settle the warrants. These liabilities are subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in other financial income (expense), net.

As of September 30, 2026, the liabilities associated with the Amendment Commitment Pre-Funded Warrants and Amendment Commitment Common Warrants amounted to $192 and $8, respectively.

For the three and nine months ended September 30, 2026, the Company recognized net financial income of $198 and $103, respectively, in connection with the ELOC Purchase Agreement and the ELOC Amendment.

No shares of common stock were sold pursuant to purchase notices under the ELOC Purchase Agreement during the three months ended September 30, 2026.

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 nine months ended September 30, 2026, the Company issued and sold 18,429,137 shares of common stock for gross proceeds of approximately $7,311. The issuance cost was $368.

The Company is currently unable to utilize its ATM facility as a result of its delisting from Nasdaq until it is relisted.

The majority of the share-based compensation expenses are included in the condensed consolidated statements of comprehensive loss under General and Administrative.

As of September 30, 2026, the unrecognized compensation costs related to those unvested stock options are $0.4.

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

As of September 30, 2026, the unrecognized compensation cost related to unvested RSUs totaled approximately $385 and is expected to be expensed over a weighted-average recognition period of approximately 1 year.