Significant Events During the Period

6 Months Ended

Jun. 30, 2026

Significant Events During the Period [Abstract]

NOTE 3 — SIGNIFICANT EVENTS DURING THE PERIOD

On January 1, 2026, the Company granted 2,941 RSUs to its officers and employees and members of the Company’s board of directors, which vest in eight quarterly tranches over two years from the vesting commencement date, January 1, 2026. The related share-based compensation expense recognized in the period amounted to $92.

On January 26, 2026, the Company granted 195 RSUs to a member of the Company’s board of directors, which vested immediately upon grant. The related share-based compensation expense recognized during the period was $20.

On January 1, 2026, the Company and the holder of the convertible promissory notes issued under the Notes SPA (see Note 8(c)) agreed to decrease the conversion price floor applicable to the convertible promissory note issued on June 26, 2025 to $50.82 per share. During January 2026, the holder converted the remaining outstanding principal and accrued interest under that note, in the amount of $733, into 9,373 ordinary shares.

On January 13, 2026, Fort Technology entered into an amendment to its convertible loan agreement with EEH Ventures Limited (“EEH”), pursuant to which the option to extend an additional loan of £1 million to EEH was cancelled, and the conversion right was amended to entitle Fort Technology to convert the loan into EEH’s entire holding in Wigan Topco Limited, representing 35.8% of its issued share capital, instead of a right to convert the loan into 19.9% of EEH’s fully diluted share capital. Following the amendment, a loan commitment liability of $258 was derecognized with a corresponding amount recognized as finance income.

On January 22, 2026, the Company issued to certain investors, in a registered direct offering, 26,020 ordinary shares at an offering price of $92.40 per ordinary share, for gross proceeds of $2,404. The Company’s Chief Executive Officer is a member of the board of directors of one of the investors, and the offering was therefore approved by the Company’s audit committee and board of directors in accordance with the Israeli Companies Law-1999.

On January 28, 2026, Fort entered into a new lease agreement for its warehouse facility in the United Kingdom, for a term ending in February 2030, replacing the previous lease that expired in February 2025 and had continued on a month-to-month basis. The lease provides for annual rent of £44 thousand (approximately $60), payable quarterly. Upon commencement, the Group recognized an operating lease right-of-use asset of $217 and a corresponding operating lease liability of $205, measured using an incremental borrowing rate of 10% per annum. The lease is classified as an operating lease and lease expense is recognized on a straight-line basis over the lease term.

f.	On February 2, 2026, the Company issued 1,184 RSUs to consultants, at a price of $92.09 per ordinary share, and recorded share-based compensation expense of $109.

On February 17, 2026, the Company effected the February 2026 Reverse Split (see Note 1(d)). The February 2026 Reverse Split triggered an adjustment to the Series A Warrants under their reverse split reset mechanism, as a result of which an additional 100,761 Series A Warrants were issued and the exercise price of the Series A Warrants was adjusted to $43.63 per ordinary share. For the accounting effects of the adjustment, see Note 8(b).

On February 18, 2026, the Company issued to the holder a third convertible promissory note under the Notes SPA, in the principal amount of $600, for a purchase price of $540 in cash. On the same date, the Company entered into a first addendum to the Notes SPA, pursuant to which the Company issued to the holder a warrant to purchase up to 16,269 ordinary shares at an exercise price of $60.83 per share, representing 75% of the maximum number of ordinary shares issuable pursuant to the convertible promissory notes purchased by the holder during the three-month period ended February 28, 2026, and the conversion price of the convertible promissory note issued on December 9, 2025 was adjusted to $50.71 per share. The allocation of the proceeds between the note and the warrant is described in Note 8(c).

On February 23, 2026, the Company sold 714,286 common shares of Fort Technology for aggregate consideration of $670 (CAD 919 thousand) pursuant to a share transfer agreement entered into with institutional investors on December 18, 2025. The sale did not result in a loss of control and was accounted for as an equity transaction, with adjustments of $194 and $476 between noncontrolling interests and equity attributable to the Company’s shareholders, respectively.

j.	On March 26, 2026, the Company issued 14,189 RSUs to consultants, at a price of $27.72 per ordinary share, and recorded share-based compensation expense of $393.

On April 9, 2026, Fort Technology entered into a loan agreement with an institutional investor for a loan of up to $450, bearing interest at a rate of 10% per annum, calculated on a simple interest basis, and repayable, together with accrued and unpaid interest, by December 31, 2027. As of June 30, 2026, the outstanding principal amount under the loan was $100. During the six months ended June 30, 2026, the Group recognized finance expense of $2 in respect of interest on the loan.

On May 10, 2026, the Company issued to the holder a fourth convertible promissory note under the Notes SPA, in the principal amount of $1,750, for a purchase price of $1,575 in cash. On the same date, the Company entered into a second addendum to the Notes SPA, pursuant to which the Company will issue to the holder, at each future closing under the Notes SPA, a warrant to purchase up to such number of ordinary shares representing 100% of the maximum number of ordinary shares issuable pursuant to the convertible promissory note purchased at such closing. Accordingly, the Company issued to the holder a warrant to purchase up to 101,736 ordinary shares at an exercise price of $17.20 per share. The allocation of the proceeds is described in Note 8(c).

On June 8, 2026, Fort Technology’s common shares commenced trading on the Nasdaq under the symbol “FRTT”, alongside their continued listing on the TSX-V. The listing triggered the automatic conversion of all of Fort Technology’s outstanding convertible debentures into units, each consisting of one Fort Technology common share and one warrant. The portion of the convertible debentures that was held by the Company ($1,598) was eliminated in consolidation, and upon conversion the carrying amount of the convertible debentures held by third parties, of $1,772, was derecognized and credited to equity, with no gain or loss recognized. In addition, the listing constituted achievement of the first milestone under the Fort Technology qualifying transaction agreements, and Fort Technology issued to the Company 1,571,429 contingent right shares. Following these events, as of June 8, 2026, the Company held approximately 70.94% of Fort Technology’s outstanding common shares. The changes in the Company’s ownership interest in Fort Technology did not result in a loss of control and were accounted for as equity transactions, with adjustments of $992 and $780 between noncontrolling interests and equity attributable to the Company’s shareholders, respectively, in respect of the debenture conversion and the milestone share issuance.

On June 8, 2026, the Company entered into securities purchase agreements with certain institutional investors, pursuant to which the Company issued and sold, in a registered direct offering on June 9, 2026, 109,091 ordinary shares, and, in a concurrent private placement, warrants to purchase up to 109,093 ordinary shares, at a combined offering price of $11.00 per ordinary share and accompanying warrant, for aggregate gross proceeds of approximately $1,200. The warrants were exercisable immediately upon issuance, at an exercise price of $11.00 per ordinary share, and expire 66 months from the issuance date. The Company concluded that the warrants are indexed to the Company’s own equity and meet the equity classification conditions in ASC 815-40, and accordingly classified the warrants within shareholders’ equity.

On June 18, 2026, the Company issued to the holder a fifth convertible promissory note under the Notes SPA, in the principal amount of $2,000, for a purchase price of $1,800 in cash, together with a warrant to purchase up to 292,031 ordinary shares at an exercise price of $8.07 per share, issued pursuant to the second addendum to the Notes SPA. The allocation of the proceeds is described in Note 8(c).

During the six months ended June 30, 2026, the holder of the convertible promissory notes issued under the Notes SPA converted an aggregate principal and accrued interest amount of $3,599 into 230,094 ordinary shares, such that as of June 30, 2026 the only convertible promissory note outstanding is the convertible promissory note issued on June 18, 2026.

In addition, during the period, the warrants issued in connection with convertible promissory notes in January 2025, February 2026 and May 2026 were exercised in full into 118,297 ordinary shares, for aggregate proceeds of $1,309. See Notes 8(c) and 8(d).

During the six months ended June 30, 2026, KeepZone entered into multiple reseller and distribution agreements in the homeland security sector with various technology providers, primarily relating to security, surveillance and defense solutions, and received its first commercial purchase order. No revenue was recognized from these agreements during the period.