Legal
proceedings
On June 22, 2026, the
Sponsor, which is controlled by the Company’s former director, Ilan Levin, filed a claim with the District Court of Tel Aviv against
the Company, also naming the Company’s Chairman and Chief Executive Officer, Ilan Hadar, and its Chief Financial Officer, Mirit
Horenshtein Hadar, as defendants, disputing the manner of conversion into ordinary shares of a portion of the Related Party Promissory
Note, and alternatively demanding payment in cash of the full principal amount of that note, plus damages.
The Company is confident
that its partial conversion of the Related Party Promissory Note into ordinary shares, made on several occasions, was carried out in strict
compliance with both the substantive and procedural requirements of the note, and refutes all of Moringa’s arguments to the contrary.
The Company plans to defend its actions vigorously, and is further considering filing a counterclaim against the Sponsor and Mr. Levin
for the damages sustained by the Company as a result of their actions against it in their attempt to accelerate the maturity of the note
in order to avoid its conversion.
For further details regarding
the Related Party Promissory Note and its partial conversion in several tranches during the three-month and six-month periods ended June
30, 2026, please refer to Note 5.