| BALANCES AND TRANSACTIONS WITH INTERESTED AND RELATED PARTIES |
| NOTE 26 – |
BALANCES AND TRANSACTIONS
WITH INTERESTED AND RELATED PARTIES |
| | a. | Balances with interested and related parties: |
December
31, 2025
| | |
For details see | | |
Directors | | |
Key management personnel | |
| | |
Note | | |
USD in thousands | |
| | |
| | |
| | |
| |
| Other accounts payable | |
| 15 | | |
| 753 | | |
| 533 | |
| Loan | |
| - | | |
| 24 | | |
| - | |
December
31, 2024
| | |
For details see | | |
Directors | | |
Key management personnel | |
| | |
Note | | |
USD in thousands | |
| | |
| | |
| | |
| |
| Other accounts payable | |
| 15 | | |
| 725 | | |
| 33 | |
| Loan | |
| - | | |
| 66 | | |
| - | |
BST
Loan
The
Company entered into a Loan and Security Agreement with BST, with an effective date of December 4, 2023 (the “BST Loan Agreement”),
pursuant to which the Company was entitled to make cash advances to BST, at its sole discretion, until June 30, 2024, in an aggregate
principal amount of up to $6,000,000.
The
principal under the BST Loan Agreement accrues interest at a fixed rate per annum equal to 15% and is repayable on January 1, 2025, provided
that BST has the right to prepay any outstanding loan amounts upon at least two days prior notice. Upon the occurrence of certain customary
events of default, any outstanding loan amounts are immediately repayable and overdue obligation will carry interest at a fixed rate
per annum equal to 18%.
As
security for BST’s obligations under the BST Loan Agreement, each of BST and its subsidiary, BlackSwan Technologies GmbH (“BST
Germany”), granted the Company a first ranking fixed charge and pledge in all of the rights and interests of BST, BST Germany and
their subsidiaries (i) under any agreements entered into by any of them following the effective date of the BST Loan Agreement and any
rights to receive proceeds thereunder and (ii) in any intellectual property.
On
January 27, 2025, BST became a wholly owned subsidiary of the Company. As a result, the loan is now an intercompany balance. While the
original repayment terms remain in place, the arrangement no longer affects our consolidated liquidity position in the same way as an
external loan would. | | b. | Salaries and benefits to interested and related parties: (4) |
| | |
Year ended December 31, | |
| | |
2025 | | |
2024 | | |
2023 | |
| | |
USD in thousands | |
| Cost of sales, research and development expenses, sales and marketing expenses and general and administrative expenses, net: | |
| | |
| | |
| |
| Salary and related benefits to CEO and director employed by the Company including cost of share-based payment (1) | |
| 1,247 | | |
| 592 | | |
| 132 | |
| Salary and related benefits of senior management and fees of directors not employed by the Company including cost of share-based payment | |
| 3,374 | | |
| 625 | | |
| 566 | |
| Salary and related benefits to former Interim CEO and former CEO including cost of share-based payment (2) | |
| 328 | | |
| 476 | | |
| 811 | |
| Salary and related benefits to the former Chief of Staff and Vice President of Human Resources including cost of share-based payment (3) | |
| - | | |
| - | | |
| 28 | |
| | |
| 4,949 | | |
| 1,693 | | |
| 1,537 | |
| (1) | Relates to the cost of employment of Mr. Noah Hershkovitz, a member of the Company’s Board of Directors from October 3, 2023 to March 31, 2026, and Chief Executive Officer of the Company from December 4, 2023, to March 31, 2026. Mr. Hershcoviz holds 9.99% of one of the Company’s former service
providers, A-Labs. Therefore, during his tenure as a member of the Board of Directors and as Chief Executive Officer, any decision regarding
A-Labs transactions required special approval as a related party transaction. In addition, Mr. Hershcoviz also served as a director in
BST and therefore decisions regarding BST prior to the BST merger also required special approval as a related party transaction. |
| (2) | Relates
to the cost of compensation and employment of Mr. Uzi Moskowitz, a member of the Company’s Board of Directors and the Company’s
Interim Chief Executive Officer from February 2, 2023 until December 4, 2023; also relates to Mr. Eyal Moshe, a former member of the
Company’s Board of Directors and the Company’s chief executive officer until February 2, 2023, excluding any misappropriates
expenses. Mr. Moshe’s employment with the Company was terminated for cause, effective July 24, 2023, in connection with these unauthorized
expenses. |
| (3) | Relates to the cost of employment of Ms. Ayelet Bitan, former Chief of Staff and Vice President of Human Resources in the Company and the spouse of Mr. Eyal Moshe, excluding any allegedly misappropriated expenses as detailed in Note 22. Ms. Bitan resigned in February 2023. | | | c. | Transactions with interested and related parties: |
Year
ended December 31, 2025
| | |
Controlling shareholder | | |
Key management personnel | | |
Other interested and related parties | | |
Total | |
| | |
USD in thousands | |
| | |
| | |
| | |
| | |
| |
| General and administrative expenses | |
| - | | |
| 1,575 | | |
| 2,327 | | |
| 3,902 | |
| | |
| - | | |
| 1,575 | | |
| 2,327 | | |
| 3,902 | |
Year
ended December 31, 2024
| | |
Controlling shareholder | | |
Key management personnel | | |
Other interested and related parties | | |
Total | |
| | |
USD in thousands | |
| | |
| | |
| | |
| | |
| |
| General and administrative expenses | |
| - | | |
| 1,068 | | |
| 625 | | |
| 1,693 | |
| | |
| - | | |
| 1,068 | | |
| 625 | | |
| 1,693 | |
|