| FINANCIAL INSTRUMENTS |
NOTE
5: FINANCIAL INSTRUMENTS
The following table presents the fair value measurement hierarchy for the Group's
assets and liabilities. Quantitative disclosures of the fair value measurement hierarchy of the Group's assets and liabilities:
| Schedule of Financial instruments measured
at fair value |
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Fair value hierarchy |
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June 30, 2026 |
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December 31, 2025 |
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Level 2 |
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Level 3 |
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Level 2 |
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Level 3 |
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| Assets measured at fair value: |
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| Derivative financial instruments (a) |
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1,060 |
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1,432 |
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| Investments in financial assets measured at fair value through profit and loss (b) |
|
$ |
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25,000 |
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$ |
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14,656 |
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| Financial liability measured at fair value through profit and loss |
|
$ |
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|
240 |
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$ |
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|
319 |
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a. |
Derivative financial instruments |
The Company entered into several foreign currency forward
contracts to protect against changes in the value of forecasted cash flow relating to salaries and related payments, service providers,
and office rent expenses denominated in NIS. These contracts are designated as derivative financial instruments measured at fair value
through profit or loss, in accordance with IFRS 9.
During the six months periods ended June 30, 2026, and
2025, the Company recognized a gain of $646,
and a loss of $1,443,
respectively, on the financial investments denominated in New Israeli Shekels (NIS), due to the appreciation of ILS relative to the U.S.
Dollar. The gain was recorded in profit or loss, consistent with the instrument’s classification under IFRS 9.
|
b. |
Significant investments in financial instruments are measured at fair value through profit or loss (Level
3 of fair value hierarchy), using the valuation techniques described below. |
The fair value of the financial instruments is determined
using a combination of valuation techniques, including Monte Carlo simulations (applied, among others, to Neurolief), including a Least
Squares Monte Carlo framework applied to multi-date contractual exercise rights (applied, among others, to Neurolief), option pricing
models based on a binomial framework and on a closed-form model, a market approach based on revenue or EBITDA multiples (the revenue multiple
approach being applied, among others, to Neurolief, in deriving the enterprise value used in its Monte Carlo simulation), and, for investments
completed shortly before the reporting date, calibration to the price of the recent transaction.
The Monte Carlo simulations incorporate significant unobservable
inputs such as a weighted average cost of capital (WACC) with a weighted average rate of 21.61% (primarily attributable to Neurolief,
for which a WACC of 20.83% was applied), expected enterprise-value volatility assumptions ranging up to 77.85% (the upper end of the range
being attributable to Neurolief, for which volatility of 77.41%-77.85% was applied) with a weighted average of 64.93% (primarily attributable
to Neurolief, for which volatility of approximately 77.6% was applied, and to Stella), and a risk-free interest rate with a weighted average
of 4.08% (primarily attributable to Neurolief, for which rates of 3.98%–4.15% were applied, and to Stella). The option pricing models
rely on significant unobservable inputs including expected enterprise-value volatility of 46.65% and a risk-free interest rate with a
weighted average of 4.24%. In addition, the market approach applies revenue multiples as a significant unobservable input, which were
determined based on comparable market data and resulted in a weighted average multiple of 2.13 (primarily attributable to Neurolief, for
which a multiple of 2.57x was applied, and to Stella), as well as an EV/EBITDA multiple of 6.5 applied to one investment. For that investment,
a probability-weighted scenario analysis was applied, using probabilities of 59%, 40% and 1% assigned to the low, base and ideal scenarios,
respectively. Changes in these assumptions could result in material changes to the fair value measurements.
| Schedule of financial
instruments are measured at fair value through profit or loss |
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June 30, |
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December 31, |
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2026 |
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2025 |
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| Financial assets at fair value through profit or loss: |
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| Neurolief (1) |
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$ |
11,452 |
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$ |
5,366 |
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| Stella |
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5,631 |
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|
5,000 |
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| Axis (2) |
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2,608 |
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2,377 |
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| Tangient (3) |
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1,713 |
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1,538 |
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| Hopemark (4) |
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|
1,515 |
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— |
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| BrainStim (5) |
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|
1,063 |
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— |
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| Active Recovery (6) |
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|
500 |
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— |
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| DGR |
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|
268 |
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|
250 |
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| Radial (7) |
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|
250 |
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|
125 |
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| Total financial assets at fair
value through profit or loss |
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|
25,000 |
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|
14,656 |
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| Financial liabilities at fair value through profit
or loss: |
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| Neurolief (1) |
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(240 |
) |
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|
(319 |
) |
| |
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| Total financial liabilities at
fair value through profit or loss |
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|
(240 |
) |
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(319 |
) |
| |
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For the six months ended June 30, 2026 |
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For the year ended December 31, 2025 |
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| Balance as of January 1, |
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14,656 |
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— |
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| Investment in financial instruments |
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10,125 |
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|
14,494 |
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| Gain from remeasurement to fair value through profit or loss |
|
|
219 |
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|
162 |
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| Balance as of the end of the period |
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|
25,000 |
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|
14,656 |
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1. |
Further to Note 12(d) to the Company’s annual consolidated financial statements as of December 31, 2025,
on March 23, 2026, the Company completed the second investment in Neurolief in the form of a $6 million convertible loan, following the
achievement of the applicable FDA approval milestone. |
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1. |
Further to Note 12(d) to the Company's annual consolidated financial statements as of December 31, 2025, on
March 12, 2026, the Group made an additional $1.0 million investment pursuant to the original purchase agreement. Following this investment,
the Group's aggregate holding represents approximately 37.55% on a fully diluted basis. |
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2. |
Further to Note 12(d) to the Company's annual consolidated financial statements as of December 31, 2025, after
the reporting date, the first milestone was achieved, and on August 26, 2026, the Group made an additional investment of $833 pursuant
to the agreement. Following this investment, the Group's aggregate holding represents approximately 14.74% on a fully diluted basis. |
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3. |
On May 12, 2026, the Group entered into an equity financing agreement with APS Innovations LLC, the parent
company of Advanced Psychiatric Management LLC, a management services organization servicing multiple mental health clinics in the greater
Chicago area (collectively, "Hopemark Health" or "Hopemark"). Under the terms of the agreement, the Group made an
initial investment of $1.5 million, with potential for an additional $1.5 million via milestone-based investments, for a minority position
in Hopemark in the form of a preferred, annually compounding security, representing approximately 6.4% on a fully diluted basis in respect
of the initial investment. The preferred security accrues an annual return of 8%, compounded annually. The agreement also provides the
Group with a redemption right pursuant to which it may require the repurchase of its shares, subject to the terms of the agreement. |
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4. |
On February 18, 2026, the Group entered into an equity financing agreement with BrainStim Health Inc. ("BrainStim"),
under which it made an initial investment of $1.0 million for a minority position in BrainStim in the form of a preferred, 8% annually
compounding security, representing approximately 3.66% on a fully diluted basis, with potential for an additional $1.5 million via two
milestone-based investments. The BrainStim agreement also provides for one-year put and call options commencing three years from consummation
of the transaction at a price based on a minimum return on the investment. The Group is entitled to appoint an observer to BrainStim's
board as long as the Group holds a certain minimum number or percentage of stock and was granted certain customary minority veto rights,
as well as dividend preference and liquidation preference rights. |
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5. |
On January 22, 2026, the Group provided a $0.5 million convertible loan to Active Recovery TMS, LLC, a U.S.-based
company operating in the mental health services sector. The loan is automatically convertible into the most senior class of preferred
units issued in a qualified financing of at least $2.0 million, subject to the terms and conditions of the agreement. As no qualified
financing was consummated by June 30, 2026, the loan bears interest at an annual rate of 6% commencing July 1, 2026. Unless earlier converted
or the occurrence of any event of default, the outstanding principal and accrued interest will become due and payable on the second anniversary
of the note. |
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6. |
On October 20, 2025, the Group made an initial investment of $125 in Radial Health, Inc. ("Radial")
in exchange for 42,580 Series A-1 Preferred Shares, followed by an additional investment of $125 on June 17, 2026 in exchange for 22,317
Series A-2 Preferred Shares, representing in the aggregate approximately 0.21% on a fully diluted basis as of June 30, 2026. Subsequent
to the reporting date, the Group completed a further investment of $3,000 on July 15, 2026, in exchange for 535,628 Series A-2 Preferred
Shares, increasing the Group's aggregate holding to approximately 1.92% on a fully diluted basis. |
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