| OTHER SIGNIFICANT EVENTS DURING THE PERIOD |
| NOTE 10: | OTHER
SIGNIFICANT EVENTS DURING THE PERIOD |
| a. | In
January 2025, the Board of Directors approved the engagement with Dan Teleman as CEO. The
CEO is entitled to a gross monthly salary in the amount of NIS 30 ($9) beginning January
7, 2025 and until March 2025. Beginning April 1, 2025, the CEO is entitled to a gross monthly
salary of NIS 40 ($11), to be increased to NIS 70 ($22) as of and subject to consummation
of the IPO until the first anniversary of the IPO, and thereafter to NIS 75 ($24) until the
second anniversary of the IPO and to NIS 80 ($25) thereafter. Additionally, the CEO will
be entitled to an annual bonus in between 10%-20% of his annual gross salary (the “CEO
Annual Bonus”). The CEO is also entitled to other benefits such as reimbursement of
expenses and certain bonus payments, including the “CEO IPO Bonus. |
In
January 2025, the Company granted the CEO and Oren Elmaliach, its Director of Finance, 318,856 share options and 27,681 share options,
respectively, to purchase 346,537 Class Ordinary Shares at an exercise price of $6.05. The share options are to vest over a period of
36 months, commencing January 7, 2025, with the share options granted to the CEO vesting fully upon change of control, other than IPO,
as defined in the option letter award agreement. In addition, the Company increased the maximum number of Ordinary Shares reserved for
issuance under its 2019 Incentive Option Plan (the “2019 Plan”) by 477,008, from 246,170 Ordinary Shares to 723,178 Ordinary
Shares.
In
March 2025, the shareholders and the Board of Directors approved, subject to the consummation of the IPO, the following amendments to
the agreement with the CEO (1) an increase in the CEO Annual Bonus from 10%-20% of his annual gross salary to 20%-30%; (2) one-time bonus
of $75 if the Phase 3 clinical trial of NS002 successfully meets its primary end-point; and (3) an increase in the CEO IPO Bonus to NIS
240 ($66). In August 2025, following the consummation of the IPO, the Company paid the CEO the CEO IPO Bonus.
In
July 24, 2026, the Company’s entered into a mutual separation agreement with Mr. Dan Teleman, pursuant to which he agreed to resign
from his position of Chief Executive Officer of the Company and from the Company’s Board of Directors, effective July 22, 2026.(see
Note 11).
| b. | On
March 17, 2025, the shareholders approved the following changes to the Company’s share
capital, which took place on August 12, 2025, or the effective date of the registration statement
on Form F-1 in connection with the IPO: |
| 1. | All
shares of Class A Ordinary Shares, Class A-1 Ordinary Shares, Class A-2 Ordinary Shares,
Class A-3 Ordinary Shares, Class A-3A Ordinary Shares and Class A-3B Ordinary Shares were
converted into Class Ordinary Shares on a ratio of 1-for-1; |
| 2. | The
par value of its Class Ordinary Shares was changed so that the Class Ordinary Shares have
no par value; and |
| 3. | The
Company’s increased the authorized Class Ordinary Shares by 9,536 thousand shares.
Following the increase, the Company’s authorized capital shares consisted of 22,802,000
shares of Class Ordinary Shares, no par value. |
| c. | On
February 10, 2026, the Company entered into Securities Purchase Agreement, for a private
placement of Ordinary Shares and Ordinary Warrants (see Note 1d). |
| d. | On
March 5, 2026, the shareholders of the Company approved: |
| 1. | An
increase of the Company’s authorized share capital to 50,000,000 Ordinary Shares; |
| 2. | A
U.S subplan for U.S. persons to the 2019 Plan of up to 100,000 options; |
| 3. | Equity
grants to the non-executive directors of an aggregate amount of 30,000 options. The options
have an exercise price of $5.38 and vest over four years in quarterly installments; |
| 4. | An
equity grant to the CFO of an aggregate amount of 126,197 options. The options have an exercise
price of $7.56 and vest over a period of two years in sixteen equal installments; and |
| 5. | A
$50 milestone-based bonus to the CEO, which is contingent upon the successful completion
of the Company’s Phase 2 clinical trial. |
| e. | On
March 5, 2026, the Board of Directors approved the grants of an aggregate amount of 55,500
options to certain employees and advisors of the Company. |
|