The Company has incurred an accumulated deficit of approximately $477,266 and incurred recurring operating losses and negative cash flows from operating activities since inception. As of September 30, 2026, the Company’s total shareholders’ equity deficit amounted to $22,399. During the three-month period ended September 30, 2026, the Company incurred losses of $15,392 and its negative cash flow from operating activities was $4,546. The Company will be required to identify additional liquidity resources in the near term in order to support the commercialization of its products and maintain its research and development activities.

As of September 30, 2026, the Company’s cash balances (cash and cash equivalents, short-term bank deposits, restricted cash and restricted bank deposits) totaled to $8,745. The Company is addressing its liquidity issues by implementing initiatives to allow the continuation of its activities. The Company’s current operating plan includes various assumptions concerning the level and timing of cash outflows for operating activities and capital expenditures and cost-reduction. The Company’s ability to successfully carry out its business plan is primarily dependent upon its ability to (1) obtain sufficient additional capital, (2) generate revenues through commercial activities in the wellness and longevity markets, including licensing arrangements, strategic partnerships, collaboration agreements and Contract Development and Manufacturing Organization, or CDMO, services, (3) reach a settlement with the Buyer (defined below) with respect to the Loan (defined below), following completion of the Transfer (defined below) (see note 5), and (4) receive other sources of funding, including non-dilutive sources such as grants. There is no assurance, however, that the Company will be successful in obtaining an adequate level of financing needed for the long-term development and commercialization of its products, or any financing at all. If the Company is unable to obtain the required level of financing, operations may need to be scaled down or discontinued.

On August 12, 2026, Ever After Foods entered into a share purchase agreement, or the Share Purchase Agreement, with Fishway and the Sellers for the purchase of all of the outstanding share capital of Fishway in exchange for the issuance of Ever After Foods’s ordinary shares to the Sellers, or the Fishway Transaction. Prior to the closing of the Fishway Transaction, Pluri Biotech held approximately 69% of Ever After Foods. Following the closing of the Fishway Transaction on August 18, 2026, its ownership interest in Ever After Foods decreased to approximately 58% (see also note 6).

The Fishway Transaction was accounted for as an asset acquisition as it did not meet the definition of a business, since substantially all of the fair value of the gross assets acquired were concentrated in an IPR&D asset, under ASC 805, “Business Combinations”. The total consideration transferred, amounting to $11,035, was measured based on the acquisition-date fair value of Ever After Foods’ ordinary shares issued to the Sellers in connection with the Fishway Transaction. The financial assets acquired and financial liabilities assumed were recognized at their respective fair values, any excess of the consideration transferred over the fair value of the identifiable net assets acquired was allocated to the qualifying identifiable net assets (excluding non-qualifying assets) based on their relative fair values, and no goodwill or contingent consideration was recognized. In accordance with ASC 730, “Research and Development”, since the IPR&D asset had no alternative future use in its acquired form, the Company recorded it as a research and development expense. The fair value of acquired IPR&D was determined primarily using the income approach, which requires a forecast of all of the expected future cash flows. A discount rate of 28.20% was applied to the projected cash flows.

The following table summarizes the total consideration transferred and allocation of consideration transferred to the assets acquired, liabilities assumed and acquired IPR&D expense on August 18, 2026: