| SUBSEQUENT EVENTS |
NOTE 12: - SUBSEQUENT EVENTS | 1. | On October 26, 2026, the Company entered into a Partnership Agreement with ZEO ScientifiX™, Inc. (OTCQB:ZEOX), or ZEO, pursuant to which, at the closing of the transactions contemplated by the agreement, the Company will grant ZEO a limited, exclusive license to use certain manufacturing technology provided by the Company to manufacture or have manufactured, and commercialize, certain of the Company’s regenerative medicine products, as defined in the agreement, in the United States. The license excludes immune cell-based therapies. The agreement also contemplates commercialization rights for products intended for aesthetics, skin care and cosmetic applications. In addition, the parties may explore an expansion of the collaboration to include veterinary applications. The Company retains the right to enter into third-party collaborations and licensing arrangements to support the development and obtain regulatory approval for its regenerative medicine products, subject to the rights granted to ZEO under the agreement. In connection with the transaction, the parties will implement an agreed operating plan covering manufacturing, commercialization, regulatory, capital expenditure and financing activities. Upon completion of the transactions contemplated by the agreement, the Company will own 50% of ZEO’s outstanding shares, with rights to acquire additional equity interests pursuant to the terms of the agreement. The closing is subject to various conditions as set forth in the Partnership Agreement. | | 2. | On October 27, 2026, the Company entered into separate Securities Purchase Agreements, or each, a Purchase Agreement, and collectively, the Purchase Agreements, with two investment firms focused on healthcare and biotechnology and publicly listed growth companies, respectively, or each, a Purchaser and collectively, the Purchasers, on substantially identical terms. Pursuant to the Purchase Agreements, the Company agreed to issue and sell to each Purchaser (i) 454,546 common shares of the Company, or collectively, the Shares, at a purchase price of $1.10 per Share (representing the agreed price of NIS 3.40 per Share converted at the exchange rate of NIS 3.0780 per $1.00 as of October 26, 2026), and (ii) a common shares purchase warrant, or each, a Warrant and collectively, the Warrants, to purchase up to 454,546 common shares of the Company, or collectively, the Warrant Shares, representing 100% warrant coverage, at an exercise price of $1.30 per Warrant Share (representing the agreed exercise price of NIS 4.00 per Warrant Share converted at the same exchange rate). | The subscription amount payable by each Purchaser is $500, for an aggregate subscription amount of $1,000. Each Purchaser may elect to pay its subscription amount in NIS in the amount of NIS 1,539,000, calculated at the exchange rate of NIS 3.0780 per $1.00 as of October 26, 2026. The Company agreed to issue an aggregate of 909,092 Shares and Warrants to purchase up to an aggregate of 909,092 Warrant Shares. The Warrant will be exercisable beginning six months after issuance and will expire five years after the initial exercise date. The Purchase Agreements closed between October 28, 2026, and October 29, 2026, and the Company received gross proceeds in the amount of $1,000.
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