Full Press Release Details
Interim Condensed Financial Statements
| Page | ||
| Statements of Financial Position | 2 | |
| Statements of Profit or Loss and Other Comprehensive Loss | 3 | |
| Statements of Changes in Equity | 4-6 | |
| Statements of Cash Flows | 7-8 | |
| Notes to Interim Financial Statements | 9-14 |
- - - - - - - - - - - - - - - -
STATEMENTS OF FINANCIAL POSITION
| June 30, | December 31, | |||||||||||
| 2025 | 2024 | 2024 | ||||||||||
| Unaudited | Audited | |||||||||||
| USD in thousands | ||||||||||||
| CURRENT ASSETS | ||||||||||||
| Cash and cash equivalents | 299 | 548 | 650 | |||||||||
| Pledged cash | - | 130 | - | |||||||||
| Accounts receivable | 56 | 493 | 130 | |||||||||
| Total current assets | 355 | 1,171 | 780 | |||||||||
| NON-CURRENT ASSETS | ||||||||||||
| Right of use assets | - | 80 | - | |||||||||
| Property and equipment | 106 | 179 | 123 | |||||||||
| Total non-current assets | 106 | 259 | 123 | |||||||||
| Total assets | 461 | 1,430 | 903 | |||||||||
| CURRENT LIABILITIES | ||||||||||||
| Loans from a bank and others | 351 | 317 | 293 | |||||||||
| Loans from interested parties | 1,081 | 756 | 860 | |||||||||
| Trade payables | 672 | 322 | 568 | |||||||||
| Accounts payable | 660 | 164 | 605 | |||||||||
| Current maturities of lease liabilities | - | 144 | (*) | |||||||||
| Convertible loan | 1,115 | 743 | 1,512 | |||||||||
| Conversion component of convertible loan and warrants | 11,663 | 1,145 | 5,061 | |||||||||
| Total current liabilities | 15,542 | 3,591 | 8,899 | |||||||||
| NON-CURRENT LIABILITIES | ||||||||||||
| Employee benefit liabilities | - | 6 | - | |||||||||
| Total non-current liabilities | - | 6 | - | |||||||||
| Total liabilities | 15,542 | 3,597 | 8,899 | |||||||||
| EQUITY | ||||||||||||
| Share capital | 1,324 | 1,238 | 1,238 | |||||||||
| Share premium | 64,847 | 62,286 | 62,560 | |||||||||
| Warrants | 3,301 | 1,273 | 1,273 | |||||||||
| Reserve from share-based payment transactions | 918 | 546 | 452 | |||||||||
| Reserve from transactions with controlling shareholders | 4,303 | 4,013 | 4,105 | |||||||||
| Foreign currency translation reserve | (2,040 | ) | (941 | ) | (1,094 | ) | ||||||
| Accumulated deficit | (87,734 | ) | (70,582 | ) | (76,530 | ) | ||||||
| Total equity | (15,081 | ) | (2,167 | ) | (7,996 | ) | ||||||
| Total liabilities and equity | 461 | 1,430 | 903 |
The accompanying notes are an integral part of the
interim financial statements.
| August 31, 2025 | ||||||
| Date of approval of the financial statements | Ronen Twito CEO and Executive Chairman of the Board | Liora Oren Director | Uri Ben Or Chief Finance Officer |
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE LOSS
| Six months ended June 30 | Year ended December 31, | |||||||||||
| 2025 | 2024 | 2024 | ||||||||||
| Unaudited | Audited | |||||||||||
| USD in thousands (except per share data) | ||||||||||||
| Research and development expenses, net | 576 | 410 | 992 | |||||||||
| General and administrative expenses | 685 | 376 | 793 | |||||||||
| Other expenses (expenses for merger with NLS) | 101 | - | 269 | |||||||||
| Operating loss | 1,362 | 786 | 2,054 | |||||||||
| Finance income | (54 | ) | (196 | ) | (6 | ) | ||||||
| Finance expenses related to derivative of conversion component of convertible loan and warrants and shareholder loans. | 9,923 | 548 | 5,044 | |||||||||
| Other finance expenses | 24 | 133 | 93 | |||||||||
| Finance expenses, net | 9,893 | 485 | 5,131 | |||||||||
| Loss before tax benefit | 11,255 | 1,271 | 7,185 | |||||||||
| Tax benefit | (51 | ) | (34 | ) | (7 | ) | ||||||
| Loss | 11,204 | 1,237 | 7,178 | |||||||||
| Other comprehensive loss net of tax effect: | ||||||||||||
| Amounts that will not be subsequently reclassified to profit or loss: | ||||||||||||
| Actuarial loss from remeasurement regarding defined benefit plans | - | - | (7 | ) | ||||||||
| Adjustments arising from translating financial statements from functional currency to presentation currency | (946 | ) | 61 | (92 | ) | |||||||
| Total other comprehensive loss | (946 | ) | 61 | (99 | ) | |||||||
| Total comprehensive loss | 12,150 | 1,176 | 7,277 | |||||||||
| Basic and diluted loss per share (in USD) | 2.81 | 0.3 | (*) | 1.71 |
The accompanying notes are an integral part of the
interim financial statements.
STATEMENTS OF CHANGES IN EQUITY
| Share capital | Share premium | Warrants | Reserve from share-based payment transactions | Reserve from transactions with controlling shareholders | Foreign currency translation reserve | Accumulated deficit | Total equity | |||||||||||||||||||||||||
| USD in thousands | ||||||||||||||||||||||||||||||||
| Balance as of January 1, 2025 (audited) | 1,238 | 62,560 | 1,273 | 452 | 4,105 | (1,094 | ) | (76,530 | ) | (7,996 | ) | |||||||||||||||||||||
| Loss | - | - | - | - | - | - | (11,204 | ) | (11,204 | ) | ||||||||||||||||||||||
| Other comprehensive loss | - | - | - | - | - | (946 | ) | (946 | ) | |||||||||||||||||||||||
| Total comprehensive loss | - | - | - | - | - | (946 | ) | (11,204 | ) | (12,150 | ) | |||||||||||||||||||||
| Ordinary Shares issued upon conversion of convertible loan | 86 | 2,287 | 2,028 | - | - | - | - | 4,401 | ||||||||||||||||||||||||
| Employee options expired | - | (-*) | - | (-*) | - | - | - | - | ||||||||||||||||||||||||
| Shareholder transactions, net | - | - | - | - | 198 | - | - | 198 | ||||||||||||||||||||||||
| Cost of share-based payment | - | - | - | 466 | - | - | - | 466 | ||||||||||||||||||||||||
| Balance as of June 30, 2025 (unaudited) | 1,324 | 64,847 | 3,301 | 918 | 4,303 | (2,040 | ) | (87,734 | ) | (15,081 | ) |
The accompanying notes are an integral
part of the interim financial statements.
STATEMENTS OF CHANGES IN EQUITY
| Share capital | Share premium | Warrants | Reserve from share-based payment transactions | Reserve from transactions with controlling shareholders | Foreign currency translation reserve | Accumulated deficit | Total equity | |||||||||||||||||||||||||
| USD in thousands | ||||||||||||||||||||||||||||||||
| Balance as of January 1, 2024 (audited) | 1,238 | 62,286 | 1,273 | 518 | 3,830 | (1,002 | ) | (69,345 | ) | (1,202 | ) | |||||||||||||||||||||
| Loss | - | - | - | - | - | - | (1,237 | ) | (1,237 | ) | ||||||||||||||||||||||
| Other comprehensive loss | - | - | - | - | - | 61 | - | 61 | ||||||||||||||||||||||||
| Total comprehensive loss | - | - | - | - | - | 61 | (1,237 | ) | (1,176 | ) | ||||||||||||||||||||||
| Shareholder transactions, net | - | - | - | - | 183 | - | - | 183 | ||||||||||||||||||||||||
| Cost of share-based payment | - | - | - | 28 | - | - | - | 28 | ||||||||||||||||||||||||
| Balance as of June 30, 2024 (unaudited) | 1,238 | 62,286 | 1,273 | 546 | 4,013 | (941 | ) | (70,582 | ) | (2,167 | ) |
The accompanying notes are an integral part of the
interim financial statements.
STATEMENTS OF CHANGES IN EQUITY
| Share capital | Share premium | Warrants | Reserve from share-based payment transactions | Reserve from transactions with controlling shareholders | Foreign currency translation reserve | Accumulated deficit | Total equity | |||||||||||||||||||||||||
| USD in thousands | ||||||||||||||||||||||||||||||||
| Balance as of January 1, 2024 (audited) | 1,238 | 62,286 | 1,273 | 518 | 3,830 | (1,002 | ) | (69,345 | ) | (1,202 | ) | |||||||||||||||||||||
| Loss | - | - | - | - | - | - | (7,178 | ) | (7,178 | ) | ||||||||||||||||||||||
| Other comprehensive loss | - | - | - | - | - | (92 | ) | (7 | ) | (99 | ) | |||||||||||||||||||||
| Total comprehensive loss | - | - | - | - | - | (92 | ) | (7,185 | ) | (7,277 | ) | |||||||||||||||||||||
| Employee options expired | - | 274 | - | (274 | ) | - | - | - | - | |||||||||||||||||||||||
| Shareholder transactions, net | - | - | - | - | 275 | - | - | 275 | ||||||||||||||||||||||||
| Cost of share-based payment | - | - | - | 208 | - | - | - | 208 | ||||||||||||||||||||||||
| Balance as of December 31, 2024 (audited) | 1,238 | 62,560 | 1,273 | 452 | 4,105 | (1,094 | ) | (76,530 | ) | (7,996 | ) |
The accompanying notes are an integral part of the
interim financial statements.
STATEMENTS OF CASH FLOWS
| Six months ended June 30, | Year ended December 31, | |||||||||||
| 2025 | 2024 | 2024 | ||||||||||
| Unaudited | Audited | |||||||||||
| USD in thousands | ||||||||||||
| Cash flows from operating activities | ||||||||||||
| Loss | (11,204 | ) | (1,237 | ) | (7,178 | ) | ||||||
| Adjustments to reconcile loss to net cash used in operating activities: | ||||||||||||
| Adjustments to profit or loss items: | ||||||||||||
| Depreciation and amortization | 26 | 272 | 413 | |||||||||
| Financing expenses, net | 9,893 | 485 | 5,131 | |||||||||
| Tax benefit | (51 | ) | (34 | ) | (7 | ) | ||||||
| Theoretical salary to shareholder | 28 | 65 | 130 | |||||||||
| Cost of share-based payment | 467 | 29 | 208 | |||||||||
| Change in employee benefit liabilities, net | - | 1 | (5 | ) | ||||||||
| 10,363 | 818 | 5,870 | ||||||||||
| Changes in assets and liabilities: | ||||||||||||
| Decrease (increase) in accounts receivable | 79 | (59 | ) | 321 | ||||||||
| Increase (decrease) in trade payables | 104 | (195 | ) | 36 | ||||||||
| Increase (decrease) in accounts payable | 55 | (55 | ) | 379 | ||||||||
| 238 | (309 | ) | 736 | |||||||||
| Cash received (paid) during the period for: | ||||||||||||
| Interest received (paid) | 1 | (36 | ) | (133 | ) | |||||||
| Net cash used in operating activities | (602 | ) | (764 | ) | (705 | ) | ||||||
| Cash flows from investing activities | ||||||||||||
| Purchase of property and equipment | - | (4 | ) | (6 | ) | |||||||
| Change in pledged cash | - | 35 | 167 | |||||||||
| Net cash provided by investing activities | - | 31 | 161 |
The accompanying notes are an integral part of the
interim financial statements.
STATEMENTS OF CASH FLOWS
| Six months ended June 30, | Year ended December 31, | |||||||||||
| 2025 | 2024 | 2024 | ||||||||||
| Unaudited | Audited | |||||||||||
| USD in thousands | ||||||||||||
| Cash flows from financing activities | ||||||||||||
| Repayment of lease liability | - | (208 | ) | (361 | ) | |||||||
| Receipt of a loan from interested parties | 278 | - | - | |||||||||
| Receipt of a convertible loan from shareholders | - | 458 | 450 | |||||||||
| Net cash provided by financing activities | 278 | 250 | 89 | |||||||||
| Exchange rate differences on balances of cash and cash equivalents | (27 | ) | (115 | ) | (41 | ) | ||||||
| Decrease in cash and cash equivalents | (351 | ) | (598 | ) | (496 | ) | ||||||
| Cash and cash equivalents at the beginning of the period | 650 | 1,146 | 1,146 | |||||||||
| Cash and cash equivalents at the end of the period | 299 | 548 | 650 | |||||||||
| Material non-cash transactions | ||||||||||||
| Conversion of shareholder loans into equity | 4,401 | - | - |
The accompanying notes are an integral part of the
interim financial statements.
NOTES TO INTERIM FINANCIAL STATEMENTS
Company's ability to continue its operations depends on raising resources to finance its operations. The Company plans to finance its
operations through loans from investors and the sales of its equity securities, which include, but not limited to, (i) proceeds to be
received from private placement transactions, (ii) proceeds to be received from public offerings on the TASE, (iii) issuance of rights
to its current shareholders and (iv) completion of merger transaction following to Agreement of Merger and Plan of Reorganization (as
amended, the "Merger Agreement") executed on November 5, 2024 with the NLS Pharmaceutics Ltd. ("NLS"), a Swiss
company, whose shares are traded on the Nasdaq Capital Market (the "Nasdaq"), for a merger with the Company through a share
exchange transaction. For more information regarding the merger transaction, see also Note 3F and Note 6A below.
there is no assurance as to the Company's ability to generate income or raise additional equity in the future, if at all.
factors raise substantial doubt as to whether the Company will be able to continue as a going concern. The financial statements do not
include any adjustments relating to the carrying amounts of assets or liabilities and their classification that might be necessary should
the Company be unable to continue as a going concern.
interim condensed financial statements have been prepared in accordance with generally accepted accounting principles for the preparation
of financial statements for interim periods, as prescribed in IAS 34 "Interim Financial Reporting" and in accordance with
the disclosure requirements of Chapter D of the Securities Regulations (Periodic and Immediate Reports), 1970.
NOTES TO INTERIM FINANCIAL STATEMENTS
NOTE 3 - SIGNIFICANT
EVENTS DURING THE REPORTING PERIOD
to the matter discussed in Note 15 to the annual financial statements, on April 14, 2025, the Company received a written notice from Mr.
Julien Ruggieri, a significant shareholder of the Company, regarding his decision to convert the outstanding principal amount of the convertible
loan provided by him to the Company, including accrued interest, in the aggregate amount of approximately $560 thousand (approximately
NIS 2.09 million) into ordinary shares of the Company. The conversion was made in accordance with the terms of the convertible loan agreement
dated November 22, 2023.
Company issued to Mr. Julien Ruggieri, a significant shareholder, 316,185 ordinary shares of the Company, and 359,900 non-registered warrants
which are exercised by the same number of ordinary shares at an exercise price equal to 110% of the conversion price $1.84 (NIS 6.77)
over a period of 42 months from the issuance date. This issuance included 279,952 ordinary shares and 349,940 warrants in respect of the
principal of the convertible loan, and 36,233 ordinary shares and 9,960 warrants in respect of accrued interest on the loan, in the amount
of $60,749, all in accordance with the Convertible Loan Agreement dated November 22, 2023.
fair value of ordinary shares and warrants was determined by management using the assistance of an independent third-party appraiser.
The fair value of ordinary shares was determined based on the market price of the Company's ordinary shares on the TASE at the issuance
date based on trading data at such date. The fair value of the warrants was calculated using economic models (Monte Carlo model and Binomial
model), considering the share price, exercise price, exercise period, historical volatility, risk-free interest rate, and expected dividend
parameters used in calculating the fair value according to the aforementioned model are:
| December 31, | June 30, | |||||||
| 2024 | 2025 | |||||||
| Share price (in $) | 3.52 | 7.74 | ||||||
| Volatility - conversion feature of loan (%) | 106 | % | 83 | % | ||||
| Volatility - warrants (%) | 78 | % | 75 | % | ||||
| Risk-free interest - conversion feature (%) | 4.2 | % | 4.0 | % | ||||
| Risk-free interest - warrants (%) | 4.2 | % | 3.9 | % | ||||
| Life expectancy (in years) | 0.17 | 0.18 |
NOTES TO INTERIM FINANCIAL STATEMENTS
NOTE 3 - SIGNIFICANT
EVENTS DURING THE REPORTING PERIOD (Cont.)
| Six months ended June 30, | Year ended December 31, | |||||||||||
| 2025 | 2024 | 2024 | ||||||||||
| Unaudited | Audited | |||||||||||
| USD in thousands | ||||||||||||
| Balance as of January 1 | 5,061 | 1,002 | 1,002 | |||||||||
| Initial recognition | - | 368 | 368 | |||||||||
| Conversion of loan | (4,156 | ) | - | - | ||||||||
| Revaluation expense (income) of financial derivative and the conversion feature | 9,957 | (188 | ) | 3,639 | ||||||||
| Revaluation recognized in Other Comprehensive Income | 801 | (37 | ) | 52 | ||||||||
| Balance as of June 30 (December 31) | 11,663 | 1,145 | 5,061 |
RSUs will immediately vest, partially or fully, under certain conditions including immediate vesting of 30% of the unvested RSUs upon
an event of capital raising (including through capital raising as a result of exercising options) in total amount of $10 million or more
by the merged company, subject to the completion of the merger transaction with NLS and immediate vesting of 60% of the unvested RSUs
upon completion of the merger transaction.
June 30, 2025, the Company recorded expenses of $415 thousand related to the grant of these RSUs. In addition, through June 30, 2025,
38,741 RSUs have been vested.
NOTES TO INTERIM FINANCIAL STATEMENTS
3 - SIGNIFICANT EVENTS DURING THE REPORTING PERIOD (Cont.)
completion of the merger transaction is subject to fulfillment of certain conditions precedent, including actions that NLS is required
to take until the completion of the merger transaction, including the arrangement for the continued trading of its common shares on Nasdaq
and its compliance with the necessary threshold conditions for that, as expected to be examined by Nasdaq as part of the application for
trading of the Merged Company close to the completion date of the merger transaction.
Company also announced the completion of a fundraising round through a private placement for NLS for a total amount of $3 million ($2
million of which has been received and completed and the remaining amount of up to $1 million is subject to the registration of the common
shares for trading (see also Note 3H below)), as well as signing an agreement for up to a $25 million investment in NLS.
time to time the parties announced an extension of the Merger Agreement until August 31, 2025, in order to obtain all necessary approvals
and to complete the remaining conditions precedent. For more information related to filing of the registration statement on Form F-4 see
also Note 6A and 6B below.
April 22, 2025, the Company's Audit Committee and the Board of Directors approved a loan agreement with Prof. Michel Revel, the Chief
Science Officer, director and significant shareholder of the Company (the "Loan Agreement" and "Prof. Revel",
respectively), under which Prof. Revel will provide the Company with a loan of $269 thousand, which bears no interest, is not linked to
any index and is unsecured. The loan shall remain in effect for a period of 1 year, which shall automatically be renewed for consecutive
12-month periods, unless the parties agree to an earlier repayment in writing, at least 30 days prior to the end of the applicable term.
to the approval of the Company's general meeting of shareholders, which was obtained on June 10, 2025, the loan shall be converted into
Company ordinary shares, at the earlier of (i) a date close to the closing date of the Company's merger transaction with NLS, if and when
completed, at the market price as that time (calculated as the average share price of the 14 trading days before the conversion date)
or (ii) alternatively, upon an event under which the Company completed a capital raising close to the completion date of the merger transaction
or any other capital raising, according to the share price and other terms of the aforementioned capital raising.
the reporting period, the Company recorded in the capital reserve from transactions with controlling shareholders in a total amount of
$53 thousand, before deducting an amount of $12 thousand due to a tax benefit.