NOTE 15 – RELATED PARTY TRANSACTIONS

IDT Corporation

IDT Corporation (“IDT”), a related party through common ownership and some common members of management, has historically maintained a due to/from balance that relates to cash advances for investments, loan repayments, charges for services provided to the Company by IDT and payroll costs for the Company’s personnel that were paid by IDT as the relevant persons were also providing services to IDT. IDT billed the Company approximately $60 thousand and $61 thousand for services during the three months ended April 30, 2026 and 2025, respectively. IDT billed the Company approximately $217 and $221 thousand for services during the nine months ended April 30, 2026 and 2025, respectively. Balances of $60 thousand and $59 thousand due from IDT are included in due to related parties as of April 30, 2026 and July 31, 2025, respectively.

IDT currently leases approximately 3,600 square feet of office and parking space in our real estate asset. The Company invoiced IDT approximately $30 thousand and $28 thousand for the three months ended April 30, 2026 and 2025, respectively. The Company invoiced IDT approximately $89 thousand and $84 thousand for the nine months ended April 30, 2026 and 2025, respectively. As of April 30, 2026 and July 31, 2025, IDT owed the Company approximately $221 thousand and $93 thousand, respectively, for office rent and parking plus Israeli value added tax.

Related Party Rental Income

The Company leased space to related parties (including IDT Corporation – see above) which represented approximately 13% and 8% of the Company’s total revenue for the three months ended April 30, 2026 and 2025, respectively. The Company leased space to related parties (including IDT Corporation - see above) which represented approximately 13% and 15% of the Company’s total revenue for the nine months ended April 30, 2026 and 2025, respectively.

Howard S. Jonas, Chairman of the Board, Former Chief Executive Officer

On May 6, 2025, the Company entered into a Standby Purchase Agreement with Howard S. Jonas. The agreement was entered into in connection with a $25.0 million rights offering of Class B common stock undertaken by the Company at a subscription price of $1.28 per share (the “Rights Offering”). Eligible stockholders received non-transferable rights to purchase shares. The agreement also provided that within 10 days after the closing of the Rights Offering, Mr. Jonas would purchase, or cause other parties to purchase, from the Company in a private placement, any shares of Class B common stock included in the Rights Offering that were not subscribed for and purchased by other eligible stockholders for the same subscription price of $1.28.

Following the expiration of the Rights Offering on June 4, 2025, certain related parties of Howard S. Jonas purchased 16,386,020 shares of Class B common stock in a private placement for approximately $21.0 million, representing the unsubscribed portion of the offering. No fees were paid to Mr. Jonas for his commitment nor did the Company reimburse Mr. Jonas for any expenses related thereto. As of April 30, 2026, Mr. Jonas had voting power over 787,163 shares of Class A common stock (which are convertible into shares of Class B common stock on a 1-for-1 basis) and 14,069,858 shares of Class B common stock, approximately 27% of the Company’s Class B Common Stock, representing approximately 51% of the combined voting power of the Company’s outstanding capital stock.

NINA Medical Ltd.

On September 21, 2025, the Company entered into the Second Series Seed Preferred Share Purchase Agreement with NINA Medical Ltd., pursuant to which the Company invested $500,000 in exchange for 86,983 Series Seed Preferred Shares, representing 6.3% of Nina’s outstanding shares. In connection with the investment, the Company also received a warrant to purchase an additional 173,965 Seed Preferred Shares at an exercise price per share equal to $5.75, with a term of five years from the date of issuance.

The Seed Preferred Shares are convertible at the holder’s option into ordinary shares without additional consideration and will automatically convert into ordinary shares upon a qualified IPO or upon the affirmative vote or written consent of the majority of the holders of preferred shares. Howard S. Jonas holds an indirect investment in Nina. For so long as these combined investments (that of the Company and Howard S. Jonas) represent more than 10% of the Nina’s issued share capital, the investors are collectively entitled to designate one director, who can serve as Chairman of the Board of Directors of Nina (the “Seed Director”). Howard S. Jonas is currently serving as the Seed Director.

On December 25, 2025, the Company invested $250,000 in a SAFE issued by Nina. The SAFE provides the Company the right to receive SAFE Preferred Shares upon a future qualified financing, liquidity event, or dissolution event, as defined in the SAFE, with conversion based on the more favorable of a 25% discount to the financing price or a $20 million valuation cap, and includes a most-favored-nation provision allowing adoption of superior economic terms offered in subsequent convertible instruments. The SAFE does not accrue interest, has no maturity date and provides no voting or protective rights prior to conversion.