| WARRANTS TO PURCHASE ORDINARY SHARES |
NOTE
4 - WARRANTS TO PURCHASE ORDINARY SHARES:
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a. |
For a description of
the warrants that the Company issued in its January 2025 and September 2025 public offerings of ordinary shares, pre-funded warrants,
and ordinary warrants, see note 8a to the Company’s audited consolidated financial statements as of, and for the year ended, December
31, 2025. For a description of the warrants that the Company issued in its January 2025 and July/August 2025 induced warrant exercise
transactions, see note 8b to the Company’s audited consolidated financial statements as of, and for the year ended, December 31,
2025. |
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b. |
May 2026 Induced Warrant
Exercise Transaction
On
May 15, 2026, the Company entered into an inducement offer letter agreement (the “May 2026 Inducement Offer”) with holders
of 199,510
of the Company’s existing ordinary warrants that had been issued in the Company’s July/August
2025 induced warrant exercise transaction and September 2025 public offering. Under the May 2026 Inducement Offer, those holders exercised
those warrants for cash and purchased 199,510
ordinary shares at a reduced cash exercise price of $5
per share. As consideration for the holders’ agreement to exercise those existing warrants, the Company issued to them 399,020
new ordinary warrants to purchase up to an aggregate of 399,020
ordinary shares at an exercise price of $5
per share (the “May 2026 New Warrants”), of which, 204,500
are Series C warrants that expire five
years, and 194,520
are Series D warrants that expire 24
months, after the later of (i) the date of shareholder approval of the exercisability of the May 2026 New Warrants (as
required under the Nasdaq Listing Rules) (which occurred on July 20, 2026) and (ii) the effective date of a registration statement registering
the resale of the shares underlying the May 2026 New Warrants (which occurred on June 18, 2026).
The
Company received aggregate gross proceeds of approximately $998
from the exercise of the existing ordinary warrants by the holders in the May 2026 Inducement Offer transaction, before deduction of placement
agent fees and other offering expenses of $169.
The induced exercise of equity-classified warrants was accounted for as issuance costs of the May 2026 New Warrants.
Upon
exercise for cash of any May 2026 New Warrants, in certain circumstances, the placement agent will receive from the Company a cash fee
of 8.0%
of the aggregate gross exercise price. The Company also issued to the placement agent 13,966
warrants to purchase up to 13,966
ordinary shares pursuant to the May 2026 Inducement Offer transaction, which have the same terms as the May 2026 New Warrants issued in
the transaction, except that the placement agent warrants have an exercise price equal to $6.25
per share. Those placement agent warrants are exercisable for the same five-year period
as the Series C warrants issued in the May 2026 Inducement Offer transaction. Upon exercise for cash of any May 2026 New Warrants, in
certain circumstances, the Company will issue to the placement agent warrants that are exercisable for 7.0%
of the number of ordinary shares issuable upon the exercise of those May 2026 New Warrants. As of June 30, 2026, the payment of cash fees
and issuance of additional warrants to the placement agent upon exercise of May 2026 New Warrants were not probable (see Note 13)
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Summary
of Outstanding warrants to purchase ordinary shares:
Below
is a summary of the Company's outstanding warrants to purchase ordinary shares as of June 30, 2026:
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Number
of Ordinary Shares Issuable Upon Warrant Exercise |
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Ordinary Private Warrants
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$
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15,525
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August
15, 2029 |
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141
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Ordinary Public Warrants
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$
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15,525
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August
15, 2029 |
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4,260
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January 2025 Ordinary
Warrants |
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$
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202.5
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January
17, 2030 |
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3,367
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January 2025 Placement
Agent Warrants |
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$
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253.13
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January
15, 2030 |
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1,729
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January 2025 Inducement
Ordinary Warrants |
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$
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225.0
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January
31, 2027 |
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1,847
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January 2025 Inducement
Placement Agent Warrants |
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$
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276.57
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January
31, 2027 |
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1,037
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July/August 2025 Inducement
Ordinary Warrants |
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$
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113.2
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August
12, 2027 |
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11,037
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July/August 2025 Inducement
Placement Agent Warrants |
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$
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144.63
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August
12, 2027 |
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1,065
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September 2025 Ordinary
Warrants - Series A |
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$
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40.0
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September
11, 2030 |
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47,750
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September 2025 Ordinary
Warrants - Series B |
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$
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40.0
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September
11, 2026 |
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27,625
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September 2025 Placement
Agent Warrants |
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$
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50.0
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September
11, 2030 |
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10,500
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May 2026 Inducement Ordinary
Warrants - Series C |
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5.0
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July
20, 2031 |
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204,500
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May 2026 Inducement Ordinary
Warrants - Series D |
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5.0
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July
20, 2028 |
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194,520
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May 2026 Inducement Placement
Agent Warrants |
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523,344
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