Additively Manufactured Electronics and additive manufacturing activities:

On April 1, 2026, the Company entered into an Asset Purchase Agreement with Nano Dimension Technologies Ltd. (the “Seller”), pursuant to which the Company agreed to acquire certain assets and assume certain liabilities related to the Seller’s AME and Fabrica businesses. The transaction was completed on April 6, 2026.

The acquired assets include, among other things, intellectual property, equipment, tooling, inventory, transferred customer contracts, leasehold rights and accounts receivable associated with the AME and Fabrica businesses.

The Company’s AME platform is an advanced electronics manufacturing platform that utilizes specialized additive manufacturing technologies to produce electronic devices and components. The platform includes high-precision 3D electronic printing systems, proprietary conductive and dielectric materials, design and simulation software, engineering know-how, manufacturing equipment and related services.

As part of the business combination, the Company also acquired assets comprising the Fabrica business, which utilizes micro-additive manufacturing technologies for the production of high-resolution polymer and composite parts.

See Note 4 for additional information regarding the business combination.

Following the business combination, the Company operates through two principal areas of activity: its acquired additive manufacturing operations, including the AME and Fabrica businesses, and its legacy medical technology operations.

The contingent consideration arrangement provides for additional payments to the Seller based on the performance of the acquired business following the Business Combination Date. The estimated fair value of the contingent consideration liability recognized as of the Business Combination Date was approximately $956 thousand. The ultimate amount payable pursuant to the contingent consideration arrangement may differ from the amount initially recognized.

The acquired business generated revenues of $1,554 and a net loss of $1,436 from the acquisition date through June 30, 2026. These amounts are included in the Company's unaudited interim condensed consolidated financial statements of operations for the six months ended June 30, 2026.

The supplemental pro forma financial information in the table below summarizes the combined results of operations as if the business combination had occurred on January 1, 2025. The unaudited supplemental pro forma financial information is presented for illustrative purposes only and does not purport to represent what the actual results of operations would have been had the business combination occurred on the date indicated, nor is it indicative of results for any future periods.

The unaudited supplemental pro forma results of operations for the six months period ended June 30, 2026 include certain pro forma adjustments including the following:

Contingent Consideration – Fair Value Measurement

The fair value of the contingent consideration was estimated using a probability-weighted discounted cash flow model. The valuation incorporates management’s estimates regarding future operating performance, the probability of achieving the sales of inventory, expected payment timing, and a risk-adjusted discount rate.

The fair value measurement was based on two projected revenue scenarios, with probability weightings ranging from 15% to 85%. The assigned probabilities reflected management’s expectations regarding the projected revenues during the next 12 months, discounted at a discount rate of 29.5%.

The Company agreed to pay fees of 4% from the funds that will be received in an event of exercise of part of the Company’s ordinary warrants that were issued in a certain December 2024 private placement which created a financial liability presented on the total potential amount which was $46 as of December 31, 2025.

During the six-month period ended on June 30, 2026, certain investors exercised part of the ordinary warrants by cashless mechanism into ordinary shares, and the remaining ordinary warrants expired on June 30, 2026.

As a result, as of June 30, 2026, the financial liability was fully expired.

On December 26, 2023, the Company entered into a certain securities purchase agreement pursuant to which it issued unregistered warrants, to purchase up to an aggregate of 3,031,250 Ordinary Shares at an exercise price of $1.28 per share (the “Private Warrants”). The Private Warrants were exercisable immediately upon issuance and will expire three and a half years following their issuance.

The Private Warrants include cashless exercise mechanism, according to the terms specified in the agreement.

The Private Warrants may create obligation to transfer cash to the investors at fundamental transactions according to fair value of the black Scholes model that include variable inputs.

Therefore, the Company accounts for the Private Warrants as financial liability instruments that are measured at fair value and recognized financial expenses or income through profit and loss.

As of December 31, 2025, the fair value of the Private Warrants was approximately $786.

On February 5, 2026, the Company amended the terms of the Private Warrants, including reducing the exercise price from $1.28 to $0.70 per share, extending the expiration date to February 5, 2031 and certain fundamental transaction and cashless exercise provisions. Immediately prior to the amendment, the Private Warrants were remeasured to a fair value of approximately $385, resulting in financial income of approximately $401 during the six-month period ended June 30, 2026. Following the amendment, the Private Warrants qualified for equity classification, and the related liability was reclassified to equity.

The company measured fair value by using Black-Scholes option pricing model;

On December 12, 2025, the Company entered into the Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”), pursuant to which the Company has the right to sell to Yorkville up to $25,000 of Ordinary Shares, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. The Company also entered into a Registration Rights Agreement with Yorkville pursuant to which it will register the resale of Ordinary Shares issued to Yorkville pursuant to the SEPA. Sales of Ordinary Shares to Yorkville under the SEPA, and the timing of any such sales, are at the Company’s option, and the Company is under no obligation to sell Ordinary Shares to Yorkville under the SEPA.

Each advance (each, an “Advance”) the Company requests in writing to Yorkville under the SEPA (notice of such request, an “Advance Notice”) may be for a number of Ordinary Shares. The Ordinary Shares purchased pursuant to an Advance delivered by the Company will be purchased at a price equal to 97% of the lowest daily VWAP of the Ordinary Shares during the three consecutive trading days commencing on the date of the delivery of the Advance Notice, other than the daily VWAP on a day in which the daily VWAP is less than a minimum acceptable price as stated by the Company in the Advance Notice or there is no VWAP on the subject trading day. The Company may establish a minimum acceptable price in each Advance Notice below which the Company will not be obligated to make any sales to Yorkville. “VWAP” is defined as the daily volume weighted average price of the Ordinary Shares for such trading day on the Nasdaq Stock Market (“Nasdaq”) during regular trading hours as reported by Bloomberg L.P.

In connection with the execution of the SEPA, the Company agreed to pay a legal and structuring fee in the amount of $25, of which (a) $15 has been paid prior to the execution date, and (b) $10 has been paid within 3 days of the execution of the agreement. The Company also agreed to pay a commitment fee of $500 in Ordinary Shares to Yorkville, payable in two instalments of $250 each. The first instalment was settled in December 2025 through the issuance of 218,627 Ordinary Shares.

The second instalment was recorded as financial liability measured at fair value through profit and loss. As of December 31, 2025, the fair value of the financial liability amounted to $250.

On March 5, 2026, the second instalment was settled through the issuance of 245,098 Ordinary Shares.

The SEPA was terminated in March 2026. No advance was made under the SEPA prior to its termination.

B. Warrants reserves - Composition and movements:

C. Loss per share:

The fair value of all granted RSUs was the Company’s quote price at the grant date.

During the six months ended June 30, 2026, and 2025 the Company recorded share-based payment expenses in the amount of $756 and $1,838 respectively.

There were no outstanding vested RSUs to services providers and advisors as of June 30, 2026.

The options to employees and directors outstanding as of June 30, 2026, as follows:

The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer.

Segment description:

AME and Quantum hardware Segment

The AME segment comprises the Company’s additive manufacturing activities acquired from the Seller in April 2026. The segment develops, manufactures and commercializes additively manufactured electronics solutions, including electronic 3D printing systems which advancing our printed electronics capabilities to produce quantum connectivity products, related materials and consumables, spare parts, and related support and maintenance services.

Medical Technology Segment

The medical technology segment comprises the Company’s medical technology activities, primarily focused on the development and commercialization of respiratory support and blood monitoring technologies, including the INSPIRA ART100 system and the Company’s other medical technologies.

Prior to April 6, 2026, the Company operated as a single reportable segment. Accordingly, comparative information for the six months ended June 30, 2025 is not presented by segment.

The following table presents the Company’s segment information for the six months ended June 30, 2026:

Intellectual Property Licensing Arrangements

The former research and development activities of Nano Dimension regarding conductive ink were partially based on an exclusive license granted by Yissum Technology Transfer (“Yissum”) to develop, use, manufacture, and commercialize products based on certain patent-protected technology and applications (the “License Agreement”), which was subsequently assigned to the company.

Under the terms of the License Agreement, the licensee was required to pay royalties based on net sales, a percentage of sublicense income, and an annual maintenance fee.

However, all underlying patents and patent applications under the License Agreement have either expired or lapsed due to non-maintenance. Furthermore, the company has transitioned to alternative manufacturing methods and proprietary formulations that do not rely on or utilize the licensed patents. Consequently, the company has assessed that it has no continuing royalty or payment obligations under the agreement, and intends to formally notify Yissum of the termination of the License Agreement based on the expiration and non-maintenance of the underlying intellectual property and the lack of commercial reliance thereon.

In the normal course of business, various legal claims and other contingent matters may arise. Management believes that any liability that may arise from such matters would not have a material adverse effect on the Company’s results of operations or financial condition as of and for the six month period ended June 30, 2026.

On December 12, 2021, the Company terminated its employment agreement with Dr. Udi Nussinovitch, one of its founders who served as the Company’s Chief Scientific Officer since March 2018. On February 24, 2022, the Company sued Mr. Nussinovitch for breach of good faith and breach of his fiduciary duties as a shareholder and former officer of the Company. On November 9, 2022, the Company received notice of a complaint filed by Mr. Nussinovitch, as well as a complaint filed with the regional labor court in Tel Aviv, Israel on November 8, 2022. Mr. Nussinovitch has alleged certain deficiencies in the Company’s Extraordinary General Meeting of Shareholders held on Friday, December 17, 2021, resulting from his status as a minority shareholder. In addition, with respect to the labor dispute, Mr. Nussinovitch is seeking remuneration and the issuance of Ordinary Shares. A partial hearing was held in the regional labor court on July 19, 2023, and the parties were required by the court to file their positions on a stay of the proceeding pending the decision on the case initiated by the plaintiff in the District Court. On May 31, 2026, a status hearing was held before the Court. Currently, the proceedings remain (de facto) stayed.

A pre-trial hearing was held in the district court on January 21, 2024. During the hearing, the court suggested that the parties consider resolving the case through an out-of-court arrangement or mediation. The parties agreed to a mediation process which did not succeed. On January 7, 2025, Mr. Nussinovitch filed a motion to amend his Statement of Claim, requesting to modify the requested relief. Instead of the original remedies sought, Mr. Nussinovitch requested that the Company, or Mr. Ben Noon and Mr. Hayon, purchase all of his rights and shares in the Company at their average value from the date of the Company’s initial public offering until the date of the general meeting held on December 17, 2021. On January 13, 2025, a pretrial hearing was held. The court denied Mr. Nussinovitch’s motion to amend and instructed him to notify whether he wishes to withdraw his original claim or maintain it. Mr. Nussinovitch’s notified the court that he intended to proceed with the original claim in its current form.

On May 7, 2025, the court issued its decision on the motion to dismiss. The judge ruled that the claim would be partially dismissed and that the continuation of the proceedings would be contingent upon payment of court fees. The court ordered the dismissal of remedies that Mr. Nussinovitch’s himself had clarified were no longer relevant and further determined that the declaratory remedies would remain in the claim and ruled that Mr. Nussinovitch must pay court fees in connection with the operative remedy regarding Mr. Nussinovitch’s entitlement to receive the benefits granted to the controlling shareholders and the allocation of restricted shares. On June 26, 2025, Mr. Nussinovitch submitted a notice to the court detailing the calculation of the claim value in relation to the operative remedies.

According to Mr. Nussinovitch’s calculations, the value of the restricted shares he was entitled to receive amounts to NIS 5,751,714. Based on this valuation, Mr. Nussinovitch paid court fees in the amount of NIS 143,493. A preliminary hearing in the case was held on September 8, 2025, during which the court set deadlines for the filing of witness statements. On September 18, 2025, Mr. Nussinovitch notified the court of his consent to dismiss the claim against the directors of the Company. On September 21, 2025, the court rendered a judgment dismissing the claim against the Company’s directors. On December 8, 2025, the Plaintiff filed witness statements on his behalf. On June 11, 2026, the Defendants filed witness statements on their behalf. The parties agreed to refer the matter to mediation. Since then, several mediation sessions have been held, and the mediation process is still ongoing.

As of the date of these Financial Statements, the Company believes that the claims will result in no disbursement of monetary payments by the Company.