NOTE 6 – SHAREHOLDERS’ EQUITY:

On July 29, 2022, the Company closed a private placement offering (the “July Private Placement”), pursuant to the terms and conditions of a Securities Purchase Agreement (the “Agreement”), dated July 27, 2022. In connection with the July Private Placement, the Company issued 1,015,598 shares of common shares (the “Shares”), pre-funded warrants (the “Pre-Funded Warrants”) to purchase an aggregate of 909,091 shares of common shares and preferred investment options (the “Preferred Investment Options”) to purchase up to an aggregate of 1,924,689 shares of common shares. The purchase price of each Share and each Pre-Funded Warrant was the $8.25.  The purchaser received one Preferred Investment Option for no consideration, with each Share or Pre-Funded Warrant purchased. The Pre-Funded Warrants had an exercise price of $0.001 per share, were exercisable on or after August 24, 2022, and are exercisable until the Pre-Funded Warrants were exercised in full. The Preferred Investment Options became exercisable on January 23, 2023 and are exercisable at any time on or after January 23, 2023 through January 29, 2026, at an exercise price of $9.65 per share, subject to certain

adjustments as defined in the Agreement. On July 15, 2025, the exercise period of the Preferred Investment Options was extended to January 29, 2028, with the other terms remaining unchanged. The effect of the change in terms resulted in an incremental fair value of the Preferred Investment Options of $2.4 million. It was treated as a reduction of income (increase of net loss) available to common stockholders in basic loss per share in accordance with the guidance in paragraph 260-10-45-15 (see Note 8). As of December 31, 2025, 1,001,091 Preferred Investment Options were exercised for $8.9 million, net of fees. As of December 31, 2025, 923,598 Preferred Investment Options are exercisable. The Company agreed to pay the placement agent a fee and management fee equal to 7.0% and 1.0%, respectively, of the aggregate gross proceeds from the July Private Placement. In addition, the Company issued warrants to the placement agent to purchase up to 115,481 shares of common shares. The placement agent warrants are in substantially the same form as the Preferred Investment Options, except that the exercise price is $10.31. The Preferred Investment Options, the Pre-Funded Warrants, and the placement agent warrants are collectively referred to as the “Private Placement Warrants”. As of December 31, 2025, no additional placement warrants were exercised except for the 2023 exercises. As of December 31, 2023, 79,104 placement agent warrants were exercised for which the Company received $0.8 million. As of December 31, 2025, 36,377 placement agent warrants are exercisable.

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On March 17, 2023, the Company filed a shelf registration statement on Form S-3 (the “S-3”), which was declared effective on March 29, 2023. Under the S-3, the Company may sell up to a total of $150 million of its securities. In connection with the S-3, the Company entered into an At-the-Market agreement (“ATM”) with an investment bank (“Agent”) relating to the sale of common shares. Under the ATM, the Company pays the Agent a commission rate of up to 3.0% of the gross proceeds from the sale of any common shares. On April 30, 2025, the Company terminated the Agent’s ATM agreement. On May 9, 2025, the Company entered into an At-the-Market agreement with new investment bank and under this agreement, the Company pays the investment bank a commission rate of up to 3.0% of the gross proceeds.

During the years ended December 31, 2025 and 2024, the Company sold a total of 1,996,028 and 1,504,270 shares of common shares under the ATM for aggregate total gross proceeds of approximately $15.7 million and $12.0 million at an average selling price of $7.86 and $8.00 per share, resulting in net proceeds of approximately $15.2 and $11.7 million after deducting commissions and other transaction costs, respectively.

During February 2025, the Company completed a public offering in which it sold 3,105,000 shares of common stock at $5.00 per share, receiving net proceeds of $14.0 million after deducting underwriting discounts and commissions of $1.1 million and other offering expenses of $0.4 million.

Each ordinary share confers upon its holder the right to one vote and to receive dividends as declared by the Board of Directors of the Company. Since its inception, the Company has not declared any dividends.

In the event of our liquidation, dissolution or winding up, holders of the Company common shares will be entitled to share ratably in all assets remaining after payment of all debts and other liabilities.

As of December 31, 2025, no dividends have been declared.

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