NOTE 7 – SHARE BASED PAYMENTS

In January 2023, the Company granted 43,500 options with an exercise price of $7.51 per share, to a service provider, which will become exercisable between January 19, 2023, and January 18, 2025, into common shares based on the achievement of service condition, market condition or performance condition. During the year ended December 31, 2023, 2,792 options were exercised. Market and Performance conditions were achieved by December 31, 2025, thus all remaining 40,708 options are exercisable as of December 31, 2025.

In February 2022, the Company granted to the underwriter of the IPO 128,000 fully vested warrants upon the IPO, exercisable into common shares with an exercise price of $6.25 per share for 5 years after the grant date. As of December 31, 2023, IPO warrants totaling 105,920 were exercised for $0.7 million. As of December 31, 2025 and 2024, no additional IPO warrants were exercised.

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In July 2022, the Company granted to the private placement agent of the July Private Placement, 115,481 warrants which become exercisable any time between January 23, 2023 and January 29, 2026, into common shares with an exercise price of $10.31 per share. As of December 31, 2023, 79,104 placement agent warrants were exercised for which the Company has received $0.8 million. As of December 31, 2025 and 2024, no additional placement agent warrants were exercised.

In May 2021, the Company’s board of directors approved an equity incentive plan (hereafter — “2021 Plan”), in which the Company has reserved a total amount of 408,486 common shares for issuance in connection with the Option Agreement. In February 2022, the Company’s board of directors approved an increase to total shares under the incentive plan to 1,500,000. An amendment to the 2021 Plan was approved by holders of a majority of the voting power of the common shares of the Company in June 2023 to increase the total shares under the incentive plan to 2,500,000. In addition, the amendment provides that on January 1 of each calendar year beginning in 2024 and ending in and including 2033, this authorization limit will automatically increase to the extent necessary so that the number of shares available for issuance pursuant to future awards granted after such date under the 2021 Plan is not less than (i) six percent (6%) of the number of shares outstanding as of the last day of the immediately preceding calendar year or (ii) such lesser number of shares as may be determined by the Board.

The 2021 Plan provides for a variety of share-based compensation awards, including options, restricted share awards, or other shares. Under the 2021 Plan, the Company generally grants share-based awards with service-based vesting conditions only. Options and restricted share awards granted typically vest over a three-year period, but may be granted with different vesting terms.

Mr. Ron Bentsur, Dr. Enrique Poradosu and Mr. Shay Shemesh will be eligible for fully vested common shares equal to 1%, 0.5% and 0.5%, respectively, of the then fully diluted share count when the Company reaches an average capitalization over a 30-day period of $350 million or higher.  As of December 31, 2025, the market capitalization has not been achieved.

Options

The following table summarizes the Company’s option activity for the year ended December 31, 2025, for the 2021 Incentive Plan:

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As of December 31, 2025, there are no unrecognized share-based compensation expense related to unvested options.

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Restricted Share Awards

Restricted stock awards (RSAs) have been granted to employees and directors. The value of an RSA is based on the Company’s stock price on the date of grant.  The shares underlying the RSAs are issued on the grant date. The Company has granted RSAs pursuant to the 2021 plan.

The following table summarizes the Company’s RSA activity for the year ended December 31, 2025, as described above from the 2021 Incentive Plan:

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As of December 31, 2025, there was $3.4 million of total unrecognized compensation cost related to RSAs that is expected to be recognized over a weighted average period of 1.3 years.

The total fair value of RSAs vested for the year ended December 31, 2025, was $1.5 million.

On January 2, 2025, the Company issued 250,000 RSAs to Mr. Ron Bentsur and 150,000 RSAs to each of Dr. Enrique Poradosu and Mr. Shay Shemesh (the “January 2025 Grants”). These RSAs vest over three years, with one-third vesting on each anniversary of the date of the grant, conditioned upon their continuing service.

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On January 4, 2024, the Company issued 130,000 RSAs to each of Dr. Enrique Poradosu and Mr. Shay Shemesh (the “January 2024 Grants”). These RSAs vest over three years with one-third vesting on each anniversary of the date of the grant. On January 2, 2025, the vesting of the first one-third of the January

2024 Grants was extended to July 15, 2025. On July 12, 2025, the vesting of the first one-third of the January 2024 Grants was extended to January 3, 2026.

On January 12, 2023, the Company issued 210,000 RSAs to Mr. Ron Bentsur and 115,000 RSAs to each of Dr. Enrique Poradosu and Mr. Shay Shemesh (the “January 2023 Grants”). These RSAs vest over three years with one-third vesting on each anniversary of the date of the grant. On January 4, 2024, the vesting of the first one-third of the January 2023 Grants were extended to July 15, 2024. On July 12, 2024, the vesting of the first one-third of the January 2023 Grants were extended to January 3, 2025. On January 2, 2025, the vesting requirement for the first two-thirds of the January 2023 Grants was extended to July 15, 2025, and the final third vests on January 12, 2026. On July 12, 2025, the vesting of the first two-thirds of the January 2023 Grants was extended to January 3, 2026.

On April 1, 2022, the Company issued 120,000 RSAs to Mr. Bentsur and 60,000 RSAs to each of Dr. Poradosu and Mr. Shemesh (the “April 2022 Grants”). These RSAs vest over three years with one-third vesting on each anniversary of the date of the grant.  On January 4, 2024, the vesting of the first two-thirds of the April 2022 Grants were extended to July 15, 2024.  On July 12, 2024, the vesting of the first two-thirds of the April 2022 Grants were extended to January 3, 2025. On January 2, 2025, the full vesting of the April 2022 Grants was extended to July 15, 2025. On July 12, 2025, the vesting of the April 2022 Grants was extended to January 3, 2026.

On July 27, 2021, Mr. Ron Bentsur, Dr. Enrique Poradosu, and Mr. Shay Shemesh were granted 96,759 RSAs, 48,399 RSAs and 48,399 RSAs, respectively, which were not part of the Incentive Plan and excluded from the table above (the “July 2021 Grants”).  On July  12, 2024, January 4, 2024, March 29, 2023, January 1, 2023, July 1, 2022 and December 13, 2022, the vesting of these grants was extended to January 3, 2025, July 15, 2024, April 1, 2023, January 1, 2023 and June 30, 2022, respectively. On January 2, 2025, the vesting of the July 2021 grants to Mr. Bentsur, Dr. Poradosu, and Mr. Shemesh was extended to July 15, 2025. On July 12, 2025, the vesting of the grants was extended to January 3, 2026. In each case, such vesting requirements are contingent upon continued service.

Also see Note 12 for subsequent vesting extensions.

For the period ended December 31, 2025, the Company recognized expenses of $2.5 million as part of the general and administrative expenses and $3.5 million as part of the research and development expenses.

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For the period ended December 31, 2024, the Company recognized expenses of $1.9 million as part of the general and administrative expenses and $3.0 million as part of the research and development expenses.