On August 12, 2026, Ever After Foods, entered into a share purchase agreement, or the Share Purchase Agreement, with Fishway BV, or Fishway, a Belgian company, and the holders of certain securities of Fishway, or the Sellers, for the purchase of all of the outstanding shares capital of Fishway in exchange for the issuance of Ever After Foods’s ordinary shares to the Sellers, or the Transaction. Prior to the closing of the Transaction, Pluri Biotech holds approximately 69% of Ever After Foods. Following the closing of the Transaction, its ownership interest in Ever After Foods decreased to approximately 58%.

In connection with the Transaction, Ever After Foods and certain of the Sellers entered into a SAFE agreement for an aggregate amount of $2,000. Pursuant to the terms of the SAFE agreement, in the event of an Equity Financing, as defined in the applicable SAFE agreement as a capital raising transaction or series of transactions, pursuant to which (i) Ever After Foods issues and sells a new series of preferred shares or ordinary shares of Ever After Foods at a fixed pre-money valuation; and (ii) at least $6,000 of the amount of the capital raised is not attributed to the SAFE Investors (as defined in the SAFE agreements), the investment will be automatically converted into the number of the most senior preferred shares or ordinary shares of Ever After Foods, equal to the purchase amount divided by either: (1) the price per share equal to a Valuation Cap (as defined in the SAFE agreement) divided by Ever After Foods Capitalization (as defined in the SAFE agreement), or (2) the price per preferred share sold in the Equity Financing discounted by 10%.

On August 26, 2026, the Company entered into a securities purchase agreement, or the August SPA, with a certain institutional investor, or the Sole Investor, pursuant to which we sold and issued in a registered direct offering, or the Registered Direct Offering, an aggregate of (i) 1,200,000 of our common shares and (ii) pre-funded warrants to purchase up to 1,028,940 of our common shares. Each common share was offered and sold at an offering price of $1.50 before deducting placement agent fees and other offering expenses, and each pre-funded warrant was offered and sold at an offering price of $1.49999 which is equal to the offering price per share less the $0.00001 exercise price of each pre-funded warrant, before deducting placement agent fees and other offering expenses.

Each pre-funded warrant has an initial exercise price per share of $0.00001, subject to certain adjustments. The pre-funded warrants are exercisable immediately and may be exercised at any time until all the pre-funded warrants are exercised in full.

Additionally, pursuant to the August SPA, we issued to the Sole Investor, in a concurrent private placement, or collectively with the Registered Direct Offering, the August Offering, common purchase warrants to purchase one common share for each share or pre-funded warrant purchased in the Registered Direct Offering for an aggregate of 2,228,940 common shares. The common warrants will be initially exercisable six (6) months following their issuance and will be exercisable for a period of five (5) years from the initial exercise date. The exercise price of the common warrants is $1.65 per share. The August Offering closed on August 28, 2026, and the Company received gross proceeds in the amount of $3.3 million.