NOTE 1:- GENERAL

NOTE 2:- MATERIAL ACCOUNTING POLICIES

The following accounting policies have been applied consistently in the consolidated financial statements for all periods presented, unless otherwise stated.

NOTE 3 — SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS USED IN THE PREPARATION OF THE CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

In the process of applying the significant accounting policies, the Company has made the following judgments which have the most significant effect on the amounts recognized in the consolidated financial statements:

The preparation of the consolidated financial statements requires management to make estimates and assumptions that have an effect on the application of the accounting policies and on the reported amounts of assets, liabilities, revenues and expenses. Changes in accounting estimates are reported in the period of the change in estimate.

The key assumptions made in the consolidated financial statements concerning uncertainties at the reporting date and the critical estimates computed by the Company that may result in a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

When the fair values of financial assets and financial liabilities recorded in the consolidated statement of financial position cannot be derived from active markets, their fair value is determined using a variety of valuation techniques that include the use of valuation models. The inputs to these models are taken from observable markets where possible, but where this is not feasible, estimation is required in establishing fair values. The models are tested for validity by calibrating to prices from any observable current market transactions in the same instrument when available.

NOTE 4:- BUSINESS COMBINATION

On June 3, 2026, NeuroThera closed the CliniQ Transaction and acquired 54.01% interest in CliniQ. The purchase consideration for the acquisition was in the form of share issuance of 56,600,000 common shares in the capital of NeuroThera as well as the Earn-Out Liability, payable in cash and/or common shares of NeuroThera at the sole discretion of NeuroThera, contingent upon the achievement of certain milestones.

Utilizing the purchase accounting principles, NeuroThera determined that on the investment date there was an estimated preliminary excess investment basis of $10,320. While NeuroThera used its best estimates and assumptions as part of this allocation process to accurately value the investee’s assets and liabilities, these estimates are inherently uncertain and subject to refinement. The authoritative guidance allows a measurement period of up to one year from the date of investment to make adjustments to these preliminary allocations.

The earn out liabilities are based on these milestones and assumptions:

Patent submissions – payment of $500 for each of the first three patent applications up to $1,500, assuming all applications will be submitted within 12 months with a discount rate of 5%.

Financing – according to the financing milestone, NeuroThera will pay 7% from each equity funding and up to $1,000 to the selling shareholders, NeuroThera estimates the completion of a financing of $2,500 each year. Discount rate of 25%.

There are no significant changes in the fair value of the earn-out liability from June 3 to June 30.

The estimated useful lives of the acquired technology is 7 years. Goodwill is not deductible for income tax purposes. 

NOTE 5:- INTANGIBLE ASSET

During the six months ended June 30, 2026, and 2025, the Company recorded amortization expenses with respect to intangible asset in the amount of $85 and $96, respectively.

On October 10, 2025, the Company sold its holding in SNI to NeuroThera as part of the Transaction (see note 7h).

NOTE 6:- INVESTMENT IN FINANCIAL ASSETS

On November 17, 2022, the Company invested $1,500 in the initial public offering of Clearmind Medicine Inc. (“Clearmind”) and received 192 common shares of Clearmind, resulting in the Company holding 9.33% of share capital of Clearmind. As of December 31, 2025, the Company holds 192 common shares of Clearmind, representing a stake of less than 1% of the share capital of Clearmind, at a price of $1.81 per common share. The Company recorded a loss on revaluation of the fair value of its investment in Clearmind for the six-month period ended June 30, 2026 and 2025 in the amount of $0 and $4, respectively.

On June 25, 2023, the Company entered into a share purchase agreement (the “Share Purchase Agreement”) with AutoMax Motors Ltd. (“AutoMax”), an Israeli company traded on the Tel Aviv Stock Exchange (“TASE”) and a parallel importer and distributor of vehicles in Israel, pursuant to which, at the closing and upon the terms and conditions set forth in the Share Purchase Agreement, the Company invested NIS 2,500 (approximately $689) in cash, in exchange for 5,000,000 ordinary shares of AutoMax (the “AutoMax Shares”) based on a price per share of NIS 0.05, representing 4.82% of the share capital of AutoMax. As of June 30, 2026, there has been no significant change in the Company’s holdings. For the six months period ended June 30, 2026 and 2025, the Company recorded a revaluation gain of $12 and a revaluation loss of $27, respectively.

AutoMax Bridge Loans

On January 16, 2024, the Company entered, as a lender, into an agreement (the “Bridge Loan Agreement”) with AutoMax, pursuant to which AutoMax received from the Company a bridge loan (the “Bridge Loan”) in the amount of $1,400, further to the previously announced non-binding letter of intent for the Company to acquire AutoMax (the “AutoMax Acquisition”).

The Bridge Loan Agreement states that the principal amount of the Bridge Loan will bear interest at a rate of 7% per annum (or 9% per annum if the AutoMax acquisition is not consummated prior to the repayment date), compounded annually.

On June 9, 2024, the Company entered into an amendment (the “Amendment”) to the Bridge Loan Agreement with AutoMax. Pursuant to the Amendment, the Company extended an additional loan in the amount of $1,000 to AutoMax under terms similar to the Bridge Loan Agreement, bringing the total Bridge Loan amount to $2,400.

On September 5, 2024, the Company entered into a second amendment (the “Second Amendment”) to the Bridge Loan Agreement with AutoMax. Pursuant to the Second Amendment, the Company extended an additional loan in the amount of $1,850 to AutoMax under terms similar to the Bridge Loan Agreement, bringing the total Bridge Loan amount to $4,250.

Additional Loan Agreement

On February 27, 2025, the Company entered into a loan agreement with AutoMax where a $2,000 loan was provided (the “Additional Loan”). The Additional Loan bears an 8% annual interest rate and will be repaid in equal monthly installments of $50 and interest.

On February 25, 2025, the Company entered into a securities purchase and exchange agreement with Nexentis Technologies Inc. (“Nexentis”, formerly known as “N2OFF, Inc.”) to sell its stake in the issued and outstanding shares of MitoCareX Bio Ltd. for $700 and 490,751 shares of common stock of Nexentis, representing 17.70% of the total outstanding shares of Nexentis on a fully diluted basis.

As of June 30, 2026, the Company holds 70,107 common shares of Nexentis, representing 4.8% of the issued share capital of Nexentis, at a price of $4.31 per common share. The Company recorded a loss on revaluation of the fair value of its investment in Nexentis for the six-month period ended June 30, 2026 and 2025 in the amount of $522 and zero, respectively.

Terminated Merger Agreement

On April 10, 2024, the Company and AutoMax entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which AutoMax’s shareholders and a third party were expected to own approximately 49.99% of the Company’s share capital, on a fully-diluted basis, subject to certain exceptions, and as further defined in the Merger Agreement, and the Company’s shareholders were expected to own approximately 50.01% of its share capital, on a fully-diluted basis, subject to certain exceptions.

During September 2025 and following an investigation by the Israeli Securities Authority and Israeli Police, three senior officials of AutoMax were arrested. Following these events, on October 6, 2025, the Company announced that it entered into a framework agreement with AutoMax to (i) mutually terminate the Merger Agreement; (ii) amend the terms of repayment of the Bridge Loan to be repaid in a one lump-sum payment on January 1, 2028; and (iii) amend the terms of repayment of the Additional Loan to be repaid in monthly installments starting on November 20, 2025, of $60 each and the interest of 8% per annum, compounded annually up to each actual payment date, in addition to the payment of all interest accrued on such loan from its effective date until November 20, 2025, in the sum of $114.

On October 24, 2025, AutoMax announced that an Israeli court decision, made on October 21, 2025, froze proceedings against AutoMax and appointed a trustee according to an application from local Israeli banks. Following these events, the Bridge Loan and Additional Loan became due immediately.

The Company has evaluated the probabilities of recovering the funds extended to AutoMax in respect of the Bridge Loan and the Additional Loan and has determined that there is a 90% probability that the Bridge Loan and the Additional Loan will not be repaid to the Company. Accordingly, as of December 31, 2025, the Company recognized a loss on impairment of the loans in the amount of $5,973.

As of June 30, 2026, the Bridge Loan and the Additional Loan amounts and accrued interest amounted to $451.

NOTE 7:- TRANSACTIONS AND BALANCES WITH RELATED PARTIES

NOTE 8:- CONVERTIBLE PROMISSORY NOTES

On February 12, 2026, the Company entered into a securities purchase agreement (the “SPA”) with an institutional investor (the “February 2026 Holder”). Pursuant to the SPA, the Company may issue and sell, from time to time, convertible promissory notes (the “February 2026 Notes”), in the aggregate principal amount of up to $10,000 (the “February 2026 Subscription Amount”). Upon the signing of the SPA, on February 12, 2026 (the “Initial Closing”), the Company issued to the February 2026 Holder a February 2026 Note in the principal amount of $2,000 for a purchase price of $1,800 (the “Initial Note”). Each Note will be issued at a purchase price equal to 90% of the principal amount of such Note, and is to be repaid, together with the accrued due interest, in ten equal monthly installments beginning on the eighteenth month anniversary of its issuance date, unless repaid earlier (partially or in full) at the option of the Company or if extended at the option of the Holder. The principal amount under each Note will bear an annual interest rate of 4% (which will increase to 14% upon an Event of Default, as defined in the Note).

In addition, under the terms and conditions of the SPA, concurrently with the issuance of each Note, the Company shall issue to the Holder, for no additional consideration, an accompanying warrant to purchase the ordinary shares, representing a warrant coverage of 100% of the maximum number of ordinary shares issuable upon conversion of each such Note (calculated based on the then applicable Variable Price (as defined below)) at an exercise price equal to the Variable Price of the accompanying Note. Thus, at the Initial Closing, the Company issued to the Holder a warrant to purchase up to 3,651,554 Ordinary Shares (the “Initial Warrant”). The Initial Warrant is exercisable upon issuance at an exercise price of $4.9294 and has a term of 3 years from the issuance date, or February 12, 2029.

Management has elected to designate the instrument at fair value through profit or loss under IFRS 9.4.3.5 at initial recognition for the Company’s promissory notes and therefore, the Company measures the entire hybrid contract (cost plus variable conversion feature) at Fair Value Through Profit or Loss. No embedded derivative is separated under IFRS 9 “Financial Instruments” and no amortized-cost accounting or effective interest method applies. The Company records the carrying amount as fair value of the instrument under IFRS 13 and fair value is based on the fair value of the shares that the noteholder would receive if conversion occurred on the reporting date, adjusted for credit risk, non-performance risk, and contractual settlement terms.

NOTE 9:- FINANCIAL INSTRUMENTS

NOTE 10:- WARRANTS

NOTE 11:- EQUITY

Reverse Share Split

On February 5, 2026, the Company announced that it intended to effect the Fifth Reverse Share Split of the Company’s issued and outstanding ordinary shares, which became effective on March 4, 2026. Consequently, all share numbers, share prices, and exercise prices have been retroactively adjusted in these consolidated financial statements for all periods presented.

Ordinary shares confer voting rights at shareholders’ meetings, rights to dividends and liquidation proceeds, and the right to nominate directors.

The Company’s capital management objectives are to preserve the Company’s ability to ensure business continuity thereby creating a return for the shareholders, investors and other interested parties. The Company is not under any minimal equity requirements nor is it required to attain a certain level of capital return.

On January 7, 2026, the Company issued 32,816 ordinary shares to consultants for services rendered. The shares were granted at a discount rate of 25% to the share price quoted on the date of each grant.

On April 30 and June 23, 2026, the Company issued 7,695 and 7,730 Ordinary Shares, respectively, in respect of fully vested RSUs issued previously.

On January 21, 2024, the Company entered into a Standby Equity Purchase Agreement (“SEPA”), as amended on February 26, 2024, with YA II PN, LTD (“YA”), which provided for the sale of the Company’s ordinary shares in the amount of up to $20,000 (the “Advance Shares”). As of December 31, 2025, of the $20,000 eligible to be sold pursuant to the SEPA (the “Commitment Amount”), the Company has sold 30,385 ordinary shares for total proceeds of $6,255. The Advance Shares to be purchased or purchased by YA pursuant to the SEPA are for a share price of 97% of the market price, which is defined as the lowest daily volume weighted average price of the Company’s ordinary shares during the three consecutive trading days commencing on the trading day immediately following the delivery of an advance notice to YA. On January 14, 2026, the Company sold 82,111 additional shares for total proceeds of $832.

On January 13, 2026, the Company entered into a securities purchase agreement with certain institutional and accredited investors, providing for the issuance of an aggregate of 85,131 ordinary shares, at a purchase price of $9.00 per share. The offering resulted in gross proceeds of approximately $766. The Company used the net proceeds from the offering for working capital and general corporate purposes, as determined by the Company’s board of directors.

On January 26, 2026, the Company closed acquisition of the complete portfolio of patents, trademarks, know-how, brand names and related intellectual property rights, including unregistered intellectual property rights, owned by Xylo Technologies Ltd. (“Xylo”) for pre-funded warrants to purchase 113,043 ordinary shares, at an exercise price of $0.009 per share to Xylo. As of the date of these financial statements, all of the pre-funded warrants have been exercised, and the Company has issued 113,043 ordinary shares.

NOTE 12:- ADDITIONAL INFORMATION TO THE ITEMS OF PROFIT OR LOSS

NOTE 13:- OTHER INCOME

On February 18, 2025, the Company announced that it has reached a settlement agreement (the “Settlement”) regarding a lawsuit it filed in February 2022 with the Economic Division of the Tel Aviv-Jaffa District Court against six of the Company’s former directors (the “Defendants”), case number 34426-02-22 (the “Suit”). The Suit included allegations of breaches of fiduciary duties of the Defendants under the Israeli Companies Law, 5759-1999, relating to a prior acquisition of a pain clinic network through a subsidiary of the Company.

As part of the Settlement, which was facilitated through mediation and approved by the court, the Company will be entitled to a $465 cash payment from the Defendants, in exchange for the full dismissal by the Company of the alleged claims brought against the Defendants in the Suit. On May 22, 2025, the Company received the cash payment.

NOTE 14:- OPERATING SEGMENTS

The Company applies the principles of IFRS 8, “Operating Segments” (“IFRS 8”), regarding operating segments. The segment reporting is based on internal management reports of the Company’s management, which are regularly reviewed by the Chief Operating Decision Maker (“CODM”) to make decisions about resources to be allocated and assess performance. According to the principles of IFRS 8, the Company’s management determined that it has three reportable segments – (1) development of drugs based on cannabinoid molecules to be approved by an official regulatory authority (the Company’s operation); (2) online sales of a range of hemp-based products including hemp gummies, hemp oil capsules, hemp gel, hemp cream, detox pills, height pills, antibacterial creams, and anti-aging creams, among other beauty and hair treatment products that are all manufactured in the United States; and (3) quantum-enhanced methods to provide solutions for drug discovery, clinical trial optimization, logistics, biomedicine, and the security sectors. The quantum simulation segment is conducted by CliniQ. 

Segment performance (segment income (loss)) is evaluated based on operating income (loss) in the financial statements. The segment results reported to the CODM include items that are allocated directly to the segments and items that can be allocated on a reasonable basis.

The CODM reviews segment performance based on the segments’ results. Certain expenses that are not specifically attributable to a segment are excluded from segment results and presented as reconciling items between total segment results and the consolidated operating result.