You should read the following discussion and analysis of our financial condition and results of operations together with our audited consolidated financial statements and related notes included elsewhere in this Annual Report on Form 20-F. The following discussion and analysis contains forward-looking statements that involve risk and uncertainties, such as statements regarding our plans, objectives, expectations, and intentions. Our actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements”, “Risk Factor Summary” and Item 3.D. “Risk Factors” contained in this Annual Report on Form 20-F. Overview The Company is a quality longevity company focused on advancing therapies designed to extend health span and improve quality of life, powered by a prediction markets treasury. We operate a dual strategy that combines clinical development in quality longevity therapeutics, currently focused on the treatment of osteoarthritis as our primary inflammatory indication, with a treasury model anchored in decentralized prediction markets infrastructure through the RAIN protocol. Our lead therapeutic candidate, Allocetra™, is a macrophage reprogramming therapy designed to restore immune balance and address inflammatory and degenerative conditions associated with aging. AllocetraTM is a universal, off-the-shelf cell therapy designed to reprogram macrophages into their homeostatic state, which is critical for immune system rebalancing and resolution of inflammatory conditions. Non-homeostatic macrophages contribute significantly to disease severity. By restoring macrophage homeostasis, Allocetra™ has the potential to provide a novel immunotherapeutic mechanism of action for debilitating and life-threatening clinical indications that are defined as “unmet medical needs,” as a stand-alone therapy or in combination with other therapeutic agents. We believe the Company’s primary innovative immunotherapy, AllocetraTM, represents a paradigm shift in macrophage reprogramming, moving from targeting a specific subset of macrophages or a specific pathway affecting macrophage activity, to a fundamental view of macrophage homeostasis. Restoring macrophage homeostasis may induce the immune system to rebalance itself to normal levels of operation, thereby promoting disease resolution. The Company is focused on osteoarthritis as its main inflammatory indication. Osteoarthritis is a degenerative joint disease, characterized by low-grade inflammation, that affects more than 32.5 million adults in the United States. Treatment of osteoarthritis represents a substantial unmet medical need, particularly non-invasive treatments, as current therapeutic options are largely limited to pain management, lifestyle modifications, and, ultimately, joint replacement surgery. The Company believes that negatively reprogrammed macrophages may be key contributors to disease severity in osteoarthritis and that the effective reprogramming of these negatively reprogrammed macrophages into their respective homeostatic states may facilitate disease resolution. For details of the Company’s osteoarthritis clinical trials, see Item 4.B. “Information on the Company—Business Overview—Osteoarthritis Clinical Program.” For details of the Company’s sepsis clinical trials, see Item 4.B. “Information on the Company—Business Overview––––Sepsis Clinical Program.” Additionally, in connection with the closing of the Private Placement in November 2025, the Company established a long-term cryptocurrency and digital asset Treasury Reserve Policy, using proceeds from the Private Placement, centered on RAIN, which currently serves as the primary treasury reserve asset of the Company. RAIN is the governance and utility token of a fully decentralized predictions and options protocol built on the Arbitrum network. The protocol enables users globally to create, trade, and resolve markets tied to real-world events through a transparent and automated on-chain framework. The RAIN token has been listed on the KuCoin cryptocurrency exchange, which ranks among the top ten cryptocurrency exchanges globally, since January 6, 2026, the WhiteBIT cryptocurrency exchange, the largest European cryptocurrency exchange by traffic, since January 21, 2026, and on the Kraken cryptocurrency exchange, the second-largest U.S.-based cryptocurrency exchange, since February 9, 2026. For additional information regarding our cryptocurrency and digital asset Treasury Reserve Policy, see Item 4.B. “Information on the Company—Business Overview—Overview—New Treasury Reserve Policy.” 73 5.A. Operating Results Financial Overview Since inception, we have incurred significant losses in connection with our research and development and have not generated any revenue from operations. We have funded our operations primarily through the sale of equity and equity-linked securities in public and private offerings and grants from the IIA. As of December 31, 2025, we had approximately $5,755,000 in cash and cash equivalents and short-term bank deposits, as well as short-term investments in digital assets of $24,273,000, and had retained earnings of approximately $1.1 billion. See “—Liquidity and Capital Resources” below. We expect that we will continue to incur operating losses in connection with our research and development activities, which may be substantial over the next several years, and we expect to require additional funds to further pursue our research and development programs. In November 2025, in connection with the closing of the Private Placement and the establishment of the Company’s digital asset Treasury Reserve Policy, the Company entered into an agreement with the RAIN Foundation, pursuant to which the Company obtained the exclusive RAIN Option to purchase up to 278,181,818,182 RAIN tokens, exercisable in whole or in part, at the Company’s discretion, at a price of $0.0033 per RAIN token. On December 1, 2025, the Company partially exercised the RAIN Option and acquired 3,030,303,030 RAIN tokens for consideration of $10 million. On March 23, 2026, the Company partially exercised the RAIN Option to acquire an additional 3,030,303,030 RAIN tokens, for aggregate consideration of $10,000,000. The RAIN Option was initially in effect until December 1, 2026, and the RAIN Foundation extended the duration of the RAIN Option to December 31, 2027. As of December 31, 2025, the fair value of the Company’s digital asset treasury was $606.781 million, and the fair value of the RAIN Option was $1.709 billion. Notwithstanding the absence of revenue from our clinical operations, for the year ended December 31, 2025, the Company recognized $1.236 billion of net income for the year ended December 31, 2025, attributable to an aggregate unrealized, non-cash gain of $1.631 billion, resulting from increases in the fair value of the Company’s digital asset treasury and treasury-related derivative asset during the period from the completion of the Private Placement through December 31, 2025. Revenue We have not generated any revenue from operations since our inception. To date, we have funded our operations primarily through the sale of equity and equity-linked securities in public and private offerings and grants from the IIA. Our ability to generate revenue from operations and achieve or maintain operating profitability depends upon the clinical success of our product candidates, regulatory approvals and our ability to successfully commercialize products. Costs and Operating Expenses Our current costs and operating expenses consist of two components: (i) research and development expenses, net; and (ii) general and administrative expenses. Research and Development Expenses, Net Our research and development expenses consist primarily of research and development activities at our laboratory in Israel, including drug and laboratory supplies and costs for facilities and equipment, outsourced development expenses, including the costs of regulatory consultants and certain other service providers, salaries and related personnel expenses (including share-based compensation) and fees paid to external service providers and the costs of preclinical studies and clinical trials. We charge all research and development expenses to operations as they are incurred. We expect our research and development expenses to remain our primary expenses in the near future as we continue to develop Allocetra™. Increases or decreases in research and development expenditures are attributable to the number and duration of our preclinical and clinical studies. Grants received from the IIA are recognized when the grant becomes receivable, provided there is reasonable assurance that (i) we will comply with the conditions attached to the grant and (ii) the grant will be received. Research and development expenses, net, is reduced to the extent we receive IIA grants. 74 We expect that a large percentage of our research and development expenses in the future will be incurred in support of our current and future preclinical and clinical development projects. Due to the inherently unpredictable nature of preclinical and clinical development processes, we are unable to estimate with any certainty the costs we will incur for the continued development of our product candidates in our pipeline for potential commercialization. Furthermore, although we expect to apply for additional IIA grants, we cannot be certain that we will obtain such grants. Clinical development timelines, the probability of success and development costs can differ materially from expectations. We expect to continue to test our product candidates in preclinical studies for toxicology, safety and efficacy and to conduct additional clinical trials for our product candidates. While we are currently focused on advancing our product development, our future research and development expenses will depend on the clinical success of our product candidates, as well as ongoing assessments of each candidate’s commercial potential. As we obtain results from clinical trials, we may elect to discontinue or delay clinical trials for our product candidates in certain indications in order to focus our resources on more promising indications for any such product candidate. Completion of clinical trials may take several years or more, but the length of time generally varies according to the type, complexity, novelty and intended use of a product candidate. We expect our research and development expenses to increase in the future as we continue the advancement of our clinical product development for our current indication and as we potentially pursue additional indications. The lengthy process of completing clinical trials and seeking regulatory approval for our product candidates requires the expenditure of substantial resources. Any failure or delay in completing clinical trials, or in obtaining regulatory approvals, could cause a delay in generating product revenue and cause our research and development expenses to increase and, in turn, have a material adverse effect on our financial condition and results of operation. General and Administrative Expenses General and administrative expenses consist primarily of compensation and related benefits (including share-based compensation) for employees in executive and operational roles, including accounting, finance, investor relations, information technology and human resources. Our other significant general and administrative expenses include facilities costs, professional fees for outside accounting and legal services, including legal work in connection with patent applications, travel costs and insurance premiums. We expect that our general and administrative expenses will increase in 2026. Income on digital assets, net Income on digital assets, net, reflects the changes in the fair value of the Company’s digital asset holdings recognized during the year. The amounts recorded were primarily attributable to changes in the quoted market price of RAIN tokens during the year. As of the end of the reporting period, the Company had not recognized any income arising from the sale, transfer, or other disposition of digital assets. Change in fair value of digital assets purchase option Change in fair value of digital assets purchase option reflects the remeasurement of the RAIN Option, which is accounted for as a derivative instrument and measured at fair value. Changes in fair value are primarily attributable to changes in the market price of RAIN, changes in volatility assumptions, and the remaining contractual term of the option. Finance Income (Expenses), Net Finance income (expenses), net consists of interest earned on our cash and cash equivalents and bank deposits, exchange rate differences, gains and losses resulting from our investments in marketable securities, and bank fees and other expenses. 75 Results of Operations For a discussion of our results of operations for the year ended December 31, 2023, including a year-to-year comparison between 2024 and 2023, and a discussion of our liquidity and capital resources for the year ended December 31, 2023, refer to Item 5. “Operating and Financial Review and Prospects” in our Annual Report on Form 20-F for the year ended December 31, 2024. Year Ended December 31, 2025 Compared to Year Ended December 31, 2024 The table below provides our results of operations for the years ended December 31, 2025 and 2024: Year Ended December 31 2025 2024 (In thousands, except per share data) Research and development expenses, net $ 9,204 $ 10,623 General and administrative expenses 5,796 4,913 Other expenses 29 352 Operating loss (15,029 ) (15,888 ) Income on digital assets, net 363,191 - Change in fair value of digital assets purchase option 1,268,084 - Finance income (expenses), net 1,928 874 Income (loss) before taxes on income 1,618,174 (15,014 ) Taxes on income (382,646 ) - Net income (loss) 1,235,528 (15,014 ) Basic earnings (loss) per share $ 27.04 $ (0.73 ) Diluted earnings (loss) per share $ 25.48 $ (0.73 ) Research and Development Expenses, Net For the years ended December 31, 2025 and 2024, we incurred research and development expenses, net in the aggregate of $9,204,000 and $10,623,000, respectively. The decrease of $1,419,000, or 13%, in research and development expenses, net, for 2025, as compared to 2024, was primarily due to a $1,290,000 decrease in expenses for clinical studies and purchase of materials due to changes in our development programs and a decrease in the number of AllocetraTM doses that were manufactured, a $215,000 decrease in depreciation expenses and a $178,000 decrease in share-based compensation expenses, partially offset by a $228,000 increase in payroll expenses. General and Administrative Expenses For the years ended December 31, 2025 and 2024, we incurred general and administrative expenses of $5,796,000 and $4,913,000, respectively. The increase of $883,000, or 18%, in general and administrative expenses for 2025, as compared to 2024, was primarily due to a $454,000 increase in directors fees and a $615,000 increase in professional services, partially offset by a $70,000 decrease in insurance expenses (due to a decrease in our directors’ and officer’s liability insurance premium) and a $104,000 decrease in share-based compensation expenses. Other Expenses As part of our 2023 strategic reprioritization plan, we determined to sell certain of our leased properties along with the leasehold improvements installed in the properties and certain laboratory equipment. Accordingly, the Company recognized a loss of $29,000 and $957,000, for the years ended December 31, 2025 and 2024, respectively, related to these properties. In addition, for the year ended December 31, 2024, the Company recognized income of $605,000 from the cancelation of a liability related to uncertain tax positions. Operating Loss For the year ended December 31, 2025, our operating loss was $15,029,000 as compared to $15,888,000 for the year ended December 31, 2024, representing a decrease of $859,000 or 5%. The decrease was primarily due to a decrease in research and development expenses and other expenses, partially offset by an increase in general and administrative expenses. 76 Income on digital assets, net For the year ended December 31, 2025, we recognized unrealized gain on digital assets from changes in the market price of RAIN tokens of $364.319 million, net of applicable commissions paid to a custodian and to our asset manager of $1,128,000. Change in fair value of digital assets purchase option For the year ended December 31, 2025, we recognized a $1.268 billion gain arising from changes in the fair value of the RAIN Option. Finance Income, Net For the year ended December 31, 2025, we recognized finance income, net of $1,928,000 as compared to $874,000 for the year ended December 31, 2024. The increase of $1,054,000, or 121%, in finance income, net for the year ended December 31, 2025 as compared to the year ended December 31, 2024, was primarily due to a $1,149,000 gain from foreign exchange currency fluctuations during 2025 as compared to a $182,000 loss from foreign exchange currency during 2024, which was partially offset by a $277,000 decrease in interest income on cash equivalents and bank deposits in 2025 as compared to 2024. Taxes on income For the year ended December 31, 2025, we recognized a $382,646 tax expense attributable to taxable temporary differences arising from the excess of the fair value of our digital assets over their tax basis, as compared to $0 for the year ended December 31, 2024. Net Income (Loss) For the year ended December 31, 2025, we recognized net income of $1.236 billion, as compared to a net loss of $15,014,000 for the year ended December 31, 2024. Net income for the year ended December 31, 2025 was attributable to a $363.2 million gain on digital assets resulting from increases in the fair value of the digital assets held in our digital asset treasury and a $1.268 billion gain arising from the change in the fair value of the RAIN Option, in each case during the period from the completion of the Private Placement through December 31, 2025. Net loss for the year ended December 31, 2024 was primarily attributable to our operating expenses, partially offset by financial income. Cash Flows For the years ended December 31, 2025 and 2024, net cash used in operating activities was $10,416,000 and $13,008,000, respectively. Cash flows from operating activities for the year ended December 31, 2025, reflect net income of $1.236 billion, adjusted for $1.247 billion of non-cash items, which include income from changes in the fair value of the RAIN Option, unrealized income on our digital assets, deferred taxes, income on bank deposits, depreciation and stock-based compensation, as well as a net cash outflow of $815,000 attributable to changes in operating assets and liabilities. Cash flows from operating activities for the year ended December 31, 2024, reflect a net loss of $15,014,000, adjusted for $3,224,000 of non-cash items, which include depreciation, amortization, capital losses, and stock-based compensation, as well as a net cash outflow of $1,218,000 attributable to changes in operating assets and liabilities. For the year ended December 31, 2025, net cash used in investing activities was $1,323,000, compared to net cash provided by investing activities of $9,059,000 for the year ended December 31, 2024. The decrease in net cash provided by investing activities in 2025, compared to 2024, was primarily attributable to the $19,500,000 purchase of digital assets and $10,001,000 increase in net release of short-term interest-bearing bank deposits, from $6,869,000 in 2024 to $16,870,000 in 2025, partially offset by a decrease of $735,000 in proceeds from the sale of property and equipment and assets classified as held for sale, from $2,293,000 in 2024 to $1,375,000 in 2025. 77 For the years ended December 31, 2025 and 2024, net cash provided by financing activities was $10,381,000 and $6,454,000, respectively. The increase in cash provided by financing activities for 2025 as compared to 2024 resulted primarily from net proceeds of $7,531,000 from our issuance of ordinary shares in the Private Placement and net proceeds of $2,850,000 from our issuance of ordinary shares under the 2022 ATM Agreement and 2025 ATM Agreement (as defined below) for the 2025 period as compared to net proceeds of $4,416,000 from our issuance of ordinary shares and warrants in the May 2024 Offering (as defined below) and net proceeds of $2,036,000 from our issuance of ordinary shares under the 2022 ATM Agreement in 2024. 5.B. Liquidity and Capital Resources We have incurred substantial losses from our clinical operations since our inception. We expect to incur losses from our clinical operations for the foreseeable future. Notwithstanding the absence of revenue from our clinical operations, for the year ended December 31, 2025, we recognized unrealized, non-cash gain of $1.631 billion resulting from increases in the fair value of our digital asset treasury and treasury-related derivative asset during the period from the completion of the Private Placement through December 31, 2025. As a result, as of December 31, 2025, we had retained earnings of $1.1 billion and working capital (current assets less current liabilities) of approximately $1.7 billion. Developing product candidates, conducting clinical trials and commercializing products are expensive, and we will need to raise substantial additional funds to achieve our strategic objectives. We believe that our existing cash resources will be sufficient to fund our projected cash requirements approximately through the end of 2027. Nevertheless, we will require significant additional financing in the future to fund our operations, including if and when we progress into additional clinical trials, obtain regulatory approval for any of our product candidates and commercialize the same. We believe that we will need to raise significant additional funds before we have any cash flow from operations, if at all. Our future capital requirements will depend on many factors, including: ● the progress and costs of our preclinical studies, clinical trials and other research and development activities; ● the scope, prioritization and number of our clinical trials and other research and development programs; ● the amount of revenues and contributions we receive under future licensing, development and commercialization arrangements with respect to our product candidates; ● the costs of the development and expansion of our operational infrastructure; ● the costs and timing of obtaining regulatory approval for our product candidates; ● the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights; ● the costs and timing of securing manufacturing arrangements for clinical or commercial production; ● the costs of contracting with third parties to provide sales and marketing capabilities for us; ● the costs of acquiring or undertaking development and commercialization efforts for any future products, product candidates or platforms; ● receipt of additional government grants; ● the magnitude of our general and administrative expenses; and ● any cost that we may incur under future in- and out-licensing arrangements relating to our product candidates. 78 Other than under our 2025 ATM Agreement (as defined below), we currently do not have any agreements for future external funding. In the future, we will need to raise additional funds, and we may decide to raise additional funds even before we need such funds if the conditions for raising capital are favorable. Until we can generate significant recurring revenues, we expect to satisfy our future cash needs through debt or equity financings, credit facilities or by out-licensing applications of our product candidates. The sale of equity, including under our 2025 ATM Agreement, or convertible debt securities may result in dilution to our existing shareholders. The incurrence of indebtedness would result in increased fixed obligations and could also subject us to covenants that restrict our operations. We cannot be certain that additional funding, whether through equity or debt financings, grants from the IIA, credit facilities or out-licensing arrangements, will be available to us on acceptable terms, if at all. If sufficient funds are not available, we may be required to delay, reduce the scope of or eliminate research or development plans for, or commercialization efforts with respect to, one or more applications of our product candidates, or obtain funds through arrangements with collaborators or others that may require us to relinquish rights to certain potential products that we might otherwise seek to develop or commercialize independently. Lind Note Offering Securities Purchase Agreement and Note On March 23, 2026, we entered into a Securities Purchase Agreement (the “Lind Purchase Agreement”) with Lind, providing for the Company’s issuance and sale to, and purchase by, Lind of a Senior Secured Convertible Promissory Note due March 23, 2027 (the “Lind Note”) in the aggregate principal amount of $21.0 million in a private placement (the “Lind Private Placement”) exempt from registration under the Securities Act. The Lind Private Placement closed on March 23, 2026 (the “Lind Closing Date”), on which date Lind paid to the Company an aggregate purchase price of $19.0 million for the Lind Note. After deducing the commitment fee provided for under the Lind Purchase Agreement, we received net proceeds of approximately $18.7 million before offering expenses. The Lind Note is the senior secured obligation of the Company and ranks equal in right of payment with all of the Company’s existing unsubordinated indebtedness and senior in right of payment with all of the Company’s future indebtedness and equity. The Lind Note does not bear interest other than upon and during the continuance of an event of default, in which case the Lind Note bears interest at the rate of 10.0% per annum. The Lind Note matures on March 23, 2027, unless earlier converted or repaid. The Lind Note is repayable by the Company in nine monthly installments of approximately $2.3 million each (the “Monthly Payment”), commencing on the 90th day following the Lind Closing Date. We may elect to pay a Monthly Payment in cash, plus 4.0% of the amount of such payment, in our ordinary shares, or a combination thereof. If we elect to make any payment in ordinary shares, then such shares (“Repayment Shares”) are valued based on 90% of the five lowest daily volume weighted average prices during the 20 trading days immediately prior to such payment. In certain circumstances, as set forth in the Lind Note, Lind may elect to increase the Monthly Payment to either $3.0 million or $5.0 million; provided that no such increase would increase the aggregate principal amount of the Lind Note. We may not elect to make any repayment in Repayment Shares unless, at the time of such repayment, the Repayment Shares have been registered for resale under the Lind Registration Statement (as defined below) or such shares may be immediately resold by Lind in accordance with Rule 144 promulgated under the Securities Act. Subject to the satisfaction of certain conditions, we may prepay all, but not less than all, of the then outstanding principal amount of the Lind Note pursuant to the delivery to Lind of an amount equal to 105% of such then outstanding principal amount. Pursuant to the terms of the Purchase Agreement, we have agreed to file with the SEC, on or prior to the 30th day following the Lind Closing Date, a registration statement (the “Lind Registration Statement”), registering under the Securities Act the resale by Lind of the Repayment Shares and the ordinary shares into which the Lind Note may be converted (the “Conversion Shares” and, together with the Repayment Shares, the “Lind Shares”, and together with the Note, the “Lind Securities”). We have agreed to pay to Lind customary liquidated damages in the event that we fail to timely file the Lind Registration Statement, such Lind Registration Statement is not declared effective by the SEC on or prior to the 90th day following the Lind Closing Date or the Lind Registration Statement is not available for use by Lind for the resale of the Lind Shares. 79 The Lind Note may be converted into Conversion Shares at an initial conversion price of $2.69175 per share, subject to customary adjustments for stock splits, stock dividends and recapitalizations, as described in the Lind Note. Lind may elect to convert the Lind Note at any time after (i) the earlier to occur of (A) the date on which the Lind Registration Statement is declared effective by the SEC and (B) the date on which Conversion Shares may be immediately resold by Lind under Rule 144 promulgated under the Securities Act without restriction on the number of shares to be sold or manner of sale and (ii) the 90th day following the Lind Closing Date. The Lind Purchase Agreement and the Lind Note contain (i) customary representations, warranties and agreements by the Company and Lind and (ii) certain restrictive covenants that, among other things, generally limit the ability of the Company to create certain liens, incur certain indebtedness, or enter into certain capital raising transactions involving the forward-pricing of ordinary shares. The foregoing restrictive covenants are subject to a number of exceptions and qualifications, as set forth in the Lind Note and the Lind Purchase Agreement. The Lind Note provides for customary events of default which include (subject in certain cases to grace and cure periods), among others, the following: nonpayment of principal or interest; breach of covenants or other agreements in the Lind Note and the Lind Purchase Agreement; the failure to have timely filed the Lind Registration Statement, and certain events of bankruptcy. Generally, if an event of default occurs and is continuing under the Lind Note, Lind may require the Company to repurchase the Lind Note at a repurchase price equal to 110% of the outstanding principal amount of the Lind Note, plus accrued and unpaid interest thereon. We intend to use the net proceeds from the Lind Private Placement for working capital and other general corporate purposes, which may include the repurchase of ordinary shares in accordance with any repurchase program adopted by our Board of Directors. The Lind Securities have not been registered under the Securities Act, or any state securities laws and were offered pursuant to the exemption from registration provided for under Section 4(a)(2) of the Securities Act. We relied on this exemption from registration based in part on representations made by Lind, including that it is an “accredited investor” as defined Rule 501(a) promulgated under the Securities Act. The Lind Securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Security Agreement To secure our obligations under the Note, on the Closing Date, we and Lind entered into a security agreement (the “Security Agreement”), pursuant to which we granted to Lind a first priority security interest in the Collateral. November 2025 Private Placement Securities Purchase Agreement On November 24, 2025, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain accredited investors (the “Purchasers”), pursuant to which the Company sold and issued to the Purchasers, in the Private Placement, an aggregate of 212,000,000 ordinary shares, or pre-funded warrants in lieu thereof (the “Pre-Funded Warrants” and the ordinary shares issuable upon exercise thereof, the “Pre-Funded Warrant Shares”) at a purchase price of $1.00 per share or $0.999 per Pre-Funded Warrant in lieu thereof. The Purchasers paid the applicable purchase price in U.S. dollars, Tether (USDT), or a combination thereof. Each Pre-Funded Warrant has an exercise price of $0.001 per ordinary share, is immediately exercisable, may be exercised at any time and has no expiration date. The exercise price and the number of Pre-Funded Warrant Shares issuable upon exercise of each Pre-Funded Warrant are subject to appropriate adjustment in the event of certain share dividends, share splits, share combinations or similar events affecting the ordinary shares. The Pre-Funded Warrants may not be exercised if, after giving effect to such exercise, the aggregate number of ordinary shares beneficially owned by the holder thereof (together with its affiliates and certain attribution parties) would exceed a specified beneficial ownership limitation; provided, however, that a holder may increase or decrease such beneficial ownership limitation by giving notice to the Company (with any increase becoming effective only after 61 days), but not to any percentage in excess of 9.99%. 80 The initial closing of the Private Placement occurred prior to the opening of trading on the Nasdaq Capital Market on November 24, 2025, and the final closing of the Private Placement occurred after the close of trading on the Nasdaq Capital Market on November 24, 2025 (the “Final Closing Date”). Pursuant to the Securities Purchase Agreement, the Company used substantially all of the net proceeds from the Private Placement to purchase RAIN and for the establishment of the Company’s cryptocurrency and digital assets treasury operations with respect to the Company’s digital asset Treasury Reserve Policy, designed to support its operational needs while aligning its reserve management practices with the development of the RAIN ecosystem, as well as to pay all transaction fees and expenses. Under the Company’s digital asset Treasury Reserve Policy, the Company intends to maintain a portfolio composed primarily of RAIN tokens, together with a complementary allocation to stablecoins and other short-duration digital assets intended to provide liquidity and capital stability. The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company, other obligations of the parties and termination provisions. Registration Rights Agreement In connection with the Private Placement, the Company and the Purchasers entered into a Registration Rights Agreement (the “Registration Rights Agreement”), providing for the registration of the ordinary shares issued in the Private Placement and the Pre-Funded Warrant Shares for resale on a registration statement (the “Resale Registration Statement”) to be filed by the Company with the SEC no later than the 30th calendar day following the Final Closing Date. The Company agreed to use reasonable best efforts to cause the Resale Registration Statement to be declared effective as promptly as possible and to keep the Resale Registration Statement continuously effective until the earlier of (i) the date on which the Purchasers shall have resold or otherwise disposed of all the securities covered thereby, or (ii) the date on which the Securities may be resold by the Purchasers without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 or any other rule of similar effect. The Company filed the Resale Registration Statement with the SEC on December 23, 2024, and it was declared effective by the SEC on January 2, 2026. Shareholders’ Agreement On the Final Closing Date, the Company entered into a Shareholders’ Agreement (the “Shareholders’ Agreement”) with certain of the Purchasers (the “Shareholders”) in connection with the transactions contemplated by the Securities Purchase Agreement. Pursuant to the Shareholders’ Agreement, the Shareholders agreed that they will not transfer any of the ordinary shares issued in the Private Placement or Pre-Funded Warrant Shares acquired under the Securities Purchase Agreement (the “Restricted Securities”) during the period beginning on the date of the Shareholders’ Agreement and expiring (i) with respect to 20% of the Restricted Securities, on the effective date of the Resale Registration Statement and (ii) with respect to the remaining 80% of the Restricted Securities, ratably on a daily basis over the six-month period commencing on the six-month anniversary of such date, subject to customary permitted transfers to certain affiliates and estate-planning vehicles that agree to be bound by the Shareholders’ Agreement. In addition, pursuant to the terms of the Shareholders’ Agreement, in consideration of Sobrinia Ltd.’s (“Sobrinia”) efforts in connection with structuring the Company’s digital asset treasury strategy, the Company issued to Sobrinia a five-year warrant to purchase up to an aggregate of 1,750,000 ordinary shares at an exercise price of $1.00 per share (the “Lead Investor Warrants”). The Shareholders’ Agreement also includes certain use-of-proceeds covenants relating to the Company’s digital asset treasury strategy. In addition, each Shareholder undertook to vote its shares in favor of specified amendments to the Company’s articles of association and indemnification arrangements for directors and officers at an extraordinary general meeting of shareholders to be convened following the closing of the Private Placement (and granted an irrevocable proxy to the Company’s chairman to vote such shares in favor of such matters if a Shareholder does not do so). The extraordinary general meeting of shareholders was held on February 10, 2026, and the majority of the Purchasers voted in favor of the foregoing proposals at such meeting. 81 May 2024 Financing On May 27, 2024, we entered into a securities purchase agreement with a single institutional investor in connection with the issuance and sale in a registered direct offering (the “May 2024 Offering”) of (i) 2,060,000 of our ordinary shares, (ii) pre-funded warrants to purchase up to 1,511,429 ordinary shares (the “Pre-Funded Warrants”), (iii) Series A warrants to purchase up to 3,571,429 ordinary shares (the “Series A Warrants”) and (iv) Series B warrants to purchase up to 3,571,429 ordinary shares (the “Series B Warrants” and, together with the Series A Warrants, the “Investor Warrants”), at a combined purchase price of (a) $1.40 per ordinary share and the associated Investor Warrants, each to purchase one ordinary share, and (b) $1.399 per Pre-Funded Warrant and the associated Investor Warrants, each to purchase one ordinary share, pursuant to the Company’s effective shelf registration statement on Form F-3 (File No. 333-264561) and a related base prospectus, together with the related prospectus supplement, dated as of May 27, 2024, filed with the SEC. Each Investor Warrant is exercisable at an exercise price of $1.40 per ordinary share. The Series A Warrants expire upon the earlier of 18 months following the issuance date and 60 days following our public announcement of positive topline results from the ENX-CL-05-001 trial of AllocetraTM for the treatment of moderate-to-severe knee osteoarthritis. The Series B warrants expire upon the earlier of five and one-half years following the issuance date and 60 days following our public announcement of our filing with the FDA for approval for AllocetraTM’s osteoarthritis related indication. Each Pre-Funded Warrant is exercisable at an exercise price of $0.001 per ordinary share, may be exercised at any time and has no expiration date. The Investor Warrants and the Pre-Funded Warrants are subject to customary adjustments; however, no such warrants contain any “ratchet” or other financial antidilution provisions. None of the Investor Warrants may be exercised if the aggregate number of ordinary shares beneficially owned by the holder thereof would exceed 4.99% immediately after exercise thereof, subject to increase to 9.99% at the option of the holder. None of the Pre-Funded Warrants may be exercised if the aggregate number of ordinary shares beneficially owned by the holder thereof would exceed 9.99% immediately after exercise thereof. H.C. Wainwright & Co. (“Wainwright”) acted as placement agent in connection with the May 2024 Offering, and in consideration therefor we agreed to register and issue to Wainwright warrants (the “Placement Agent Warrants”) to purchase up to 250,000 of our ordinary shares pursuant to the above noted registration statement. The Placement Agent Warrants comprise Series A Warrants to purchase 125,000 of our ordinary shares and Series B Warrants to purchase 125,000 of our ordinary shares, containing the same terms as the Investor Warrants, except that they are exercisable at a price of $1.75 per ordinary share, and the Series B Warrants will expire upon the earlier of five years following the commencement of the sale of the securities offered in the May 2024 Offering and 60 days following the public announcement of our filing with the FDA for approval for AllocetraTM’s osteoarthritis related indication. The net proceeds from the May 2024 Offering were approximately $4,416,000 after deducting Wainwright’s fees and other offering expenses. ATM Agreements 2022 ATM Agreement On December 30, 2022, we entered into an agreement (the “2022 ATM Agreement”) with Cantor Fitzgerald & Co. and JMP Securities LLC (each referred to as an “Agent”, and together, the “Agents”), as sales agents, pursuant to which we may elect to sell, but are not obligated to sell, ordinary shares having an aggregate offering price of up to $100,000,000 from time to time through the Agents. Our offer and sale of ordinary shares under the 2022 ATM Agreement may be made in transactions deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on or through the Nasdaq Capital Market, or any other existing trading market in the United States for the ordinary shares, sales made to or through a market maker other than on an exchange or otherwise, directly to an Agent as principal, in negotiated transactions, or in any other method permitted by law, which may include block trades. We have agreed to pay the Agents an aggregate commission of 3.0% of the gross sales price from each sale of ordinary shares under the 2022 ATM Agreement. Any sale of ordinary shares under the 2022 ATM Agreement will be made pursuant to our effective shelf registration statement on Form F-3, including the prospectus contained therein (File No. 333-264561). During 2025, we received aggregate net proceeds of approximately $630,000 from the sale of 480,146 ordinary shares under the 2022 ATM Agreement. On November 11, 2025, we terminated the 2022 ATM Agreement. 82 2025 ATM Agreement On November 24, 2025, we entered into an At-The-Market Sales Agreement (the “2025 ATM Agreement”) with BTIG, LLC, (the “BTIG”), pursuant to which we may elect to sell, from time to time, to or through BTIG, ordinary shares having an aggregate offering price of up to $299,553,108. Our offer and sale of ordinary shares under the 2025 ATM Agreement may be made in transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act, including sales made directly on or through the Nasdaq Capital Market, the existing trading market for the ordinary shares, or any other existing trading market in the United States for the ordinary shares, sales made to or through a market maker other than on an exchange or otherwise, directly to BTIG as principal, in negotiated transactions, or in any other method permitted by law, which may include block trades. BTIG has agreed to use commercially reasonable efforts consistent with its normal trading and sales practices to sell the ordinary shares pursuant to the 2025 ATM Agreement from time to time, based upon instructions by us, including any price or size limits or other customary parameters or conditions we may impose. We have agreed to pay BTIG an aggregate commission of 3.0% of the gross sales price from each sale of such ordinary shares by BTIG pursuant to the 2025 ATM Agreement and have agreed to customary indemnification and contribution rights in favor of BTIG. Additionally, we have agreed to reimburse BTIG for certain specified expenses in connection with entering into the 2025 ATM Agreement and ongoing sales thereunder. The 2025 ATM Agreement contains customary representations and warranties and conditions to the sale of the ordinary shares thereunder. During 2025, we received aggregate net proceeds of approximately $2,437,000 from the sale of 1,936,660 ordinary shares under the 2025 ATM Agreement Certain Contractual Obligations We are a party to contractual obligations involving commitments to make payments to third parties. These obligations impact our short-term and long-term liquidity and capital resource needs. Certain contractual obligations are reflected on the consolidated balance sheet as of December 31, 2025, while others are considered future commitments. Our contractual obligations primarily consist of lease payments. For information regarding our leases, see Item 4.D. “Information on the Company–– Property, Plants and Equipment.” For information regarding our contractual obligations, see Note 11 (Leases) to our audited consolidated financial statements included elsewhere in this Annual Report on Form 20-F. 5.C. Research and Development, Patents and Licenses, Etc. For our research and development efforts, see Item 4.B. “Information on the Company—Business Overview.” For information regarding our patents and proprietary rights, see Item 4.B. “Information on the Company—Business Overview––Intellectual Property and Patents and Proprietary Rights.” For information regarding our license agreements, see Item 4.B. “Information on the Company—Business Overview––License Agreements.” 5.D. Trend Information We are a quality longevity company focused on advancing therapies designed to extend health span and improve quality of life, powered by a prediction markets treasury. As clinical-stage macrophage reprogramming immunotherapy company, it is not possible for us to predict with any degree of accuracy the outcome of our research, development or commercialization efforts. As such, it is not possible for us to predict with any degree of accuracy any known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on our financial condition, including our liquidity and capital resources, or that would cause reported financial information to not necessarily be indicative of future operating results or financial conditions. Our results of operations and financial condition may be affected by various trends and factors discussed in Item 3.D. “Risk Factors,” Item 4 “Information on The Company” and elsewhere in this Item 5 “Operating and Financial Review and Prospects.” 83 5.E. Critical Accounting Estimates Our audited financial statements included in this Annual Report on Form 20-F have been prepared in accordance with GAAP. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in our financial statements and accompanying notes. Management bases its estimates on historical experience, market and other conditions, and various other assumptions it believes to be reasonable. Although these estimates are based on management’s best knowledge of current events and actions that may impact us in the future, the estimation process is, by its nature, uncertain given that estimates depend on events over which we may not have control. If market and other conditions change from those that we anticipate, our financial statements may be materially affected. In addition, if our assumptions change, we may need to revise our estimates, or take other corrective actions, either of which may also have a material effect on our financial statements. We review our estimates, judgments, and assumptions used in our accounting practices periodically and reflect the effects of revisions in the period in which they are deemed to be necessary. We believe that these estimates are reasonable; however, our actual results may differ from these estimates. While our significant accounting policies are described in more detail in the notes to our financial statements contained elsewhere in this Annual Report on Form 20-F, we believe the following accounting policies to be the most critical to the judgments and estimates used in the preparation of our financial statements. Derivative Instruments The Company accounts for derivative instruments in accordance with ASC 815, Derivatives and Hedging. A derivative instrument is recognized as either an asset or a liability in the consolidated balance sheets and is measured at fair value at each reporting date. A contract is considered a derivative instrument if it (i) has one or more underlyings and one or more notional amounts or payment provisions, (ii) requires no initial net investment or an initial net investment that is smaller than would be required for other types of contracts with a similar response to changes in market factors, and (iii) can be net settled or provides for delivery of an asset that is readily convertible to cash. The Company evaluates all contracts at inception to determine whether they meet the definition of a derivative under ASC 815 and whether they contain embedded features that require bifurcation and separate accounting as derivatives. Derivative instruments are initially recognized at fair value on the date the Company becomes a party to the contract. Subsequent changes in fair value are recognized in earnings. Derivative assets and liabilities are presented separately in the consolidated balance sheets, unless the Company has a legally enforceable right of offset and intends to settle net. Changes in fair value are presented in the consolidated statements of operations in accordance with the nature of the underlying risk and the derivative’s designation. Fair value is determined in accordance with ASC 820, Fair Value Measurement, using observable market data when available and valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The Company classifies derivative instruments within the fair value hierarchy based on the lowest level of input that is significant to the fair value measurement. Share-Based Compensation We have issued restricted stock units and options to purchase our ordinary shares. Share-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service/vesting period. Determining the appropriate fair value model and calculating the fair value of share-based payment awards require the use of highly subjective assumptions, including the expected life of the share-based payment awards and share price volatility. We estimate the grant date fair value of share options and the related compensation expense, using the Black-Scholes option valuation model. This option valuation model requires the input of subjective assumptions including: (1) expected life (estimated period of time outstanding) of the options granted, (2) volatility, (3) risk-free rate and (4) dividends. In general, the assumptions used in calculating the fair value of share-based payment awards represent management’s best estimates, but the estimates involve inherent uncertainties and the application of management judgment. 84 Accrued clinical trial expenses We record costs for clinical trial activities based upon estimates of costs incurred through the balance sheet date that have yet to be invoiced by the contract research organizations and other vendors. Information necessary to estimate the accruals for the services that have been received during the reporting period is accumulated from multiple sources, including our personnel who oversee the clinical trial activities, information from service providers and terms and conditions included in the contracts with the service providers. In addition, in certain circumstances, the determination of the nature and level of services that have been received during the reporting period requires judgment because the historical timing and pattern of vendor invoicing does not correspond to the level of services provided, and there may be delays in invoicing from clinical study sites and other vendors.