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NOTE 10: -   STOCKHOLDERS’ EQUITY

The holders of Common Stock have the right to one vote for each share of Common Stock held of record by such holder with respect to all matters on which holders of Common Stock are entitled to vote, to receive dividends as they may be declared at the discretion of the Company’s Board of Directors and to participate in the balance of the Company’s assets remaining after liquidation, dissolution or winding up, ratably in proportion to the number of shares of Common Stock held by them after giving effect to any rights of holders of preferred stock. Except for contractual rights of certain investors, the holders of Common Stock have no pre-emptive or similar rights and are not subject to redemption rights and carry no subscription or conversion rights.

On July 23, 2025, the Company’s stockholders voted to approve an amendment to the Certificate of Incorporation of the Company to increase the number of authorized Common Stock from one hundred sixty million (160,000,000) shares, $0.0001 par value per share, to four hundred million (400,000,000) shares, $0.0001 par value per share.

On March 30, 2026, the Company entered into an At-The-Market Sales Agreement (the “ATM”), allowing the Company to sell its common stock for aggregate sales proceeds of up to $20,000 from time to time and at various prices, subject to the conditions and limitations set forth in the sales agreement. If shares of the Company’s common stock are sold, there is a three percent fee paid to the sales agent.  As of March 31, 2026, the Company had not sold any shares under the ATM and there were $20,000 remaining funds available under the ATM.

On February 5, 2026, out of the pre-funded warrants that were issued in September 2025, 62,016 were exercised on a cashless basis into 62,016 shares of Common Stock. As of March 31, 2026, the Company’s total outstanding prefunded warrants were exercisable into 2,377,553 shares of Common Stock.

On March 17, 2025, from the pre-funded warrants that were issued in July 2020, 18,015 were exercised on a cashless basis into 17,999 shares of Common Stock.

On January 7, 2025, the Company entered into securities purchase agreements (each, a “Series D Purchase Agreement”) with accredited investors relating to an offering (the “Series D Offering”) and the sale of an aggregate of (i) 4,950 shares of newly designated Series D-2 Preferred Stock (the “Series D-2 Preferred Stock”), and (ii) 1,850 shares of Series D-3 Preferred Stock (the “Series D-3 Preferred Stock”), at a purchase price of $1,000 for each share of preferred stock. As a result of the sale of the preferred stock, the aggregate gross proceeds to the Company from the Series D Offering are approximately $6,800. The closing of the Series D-2 Preferred Stock, and Series D-3 Preferred Stock occurred on January 14, 2025.

The conversion of the preferred stock was subject to stockholder approval. In addition, according to the original certificates of designation, the preferred stock will automatically convert into shares of Common Stock, subject to certain beneficial ownership limitations, on the 12-month anniversary of the issuance date. The holders of preferred stock will also be entitled to dividends equal to a number of shares of Common Stock equal to ten percent (10%) of the number of shares of Common Stock issuable upon conversion of the preferred stock then held by such holder for each full quarter anniversary of holding for a total of four quarters from the Closing Date, all issuable upon conversion of the preferred stock.

NOTE 10: -   STOCKHOLDERS’ EQUITY (Cont.)

In September 2025, all outstanding shares of Series D, D-1, D-2 and D-3 Preferred Stock, totaling 25,605 shares, were converted into 1,600,043 and 776,719 shares of Common Stock and pre-funded warrants, respectively, and as of September 30, 2025, no shares of Series D, D-1, D-2 and D-3 Preferred Stock remains outstanding.

During the three months period ended March 31, 2025, the Company accounted for the dividend shares of Common Stock upon the dividend shares earned by Series D and D-1 Preferred Stock as a deemed dividend for an amount of $2,226. No deemed dividend was recorded during the three months period ended March 31, 2026 as all D and D-1 Preferred Stock were converted in September 2025.

During the three months period ended March 31, 2025, the Company accounted for the dividend shares of Common Stock upon the dividend shares earned by Series D-2 and D-3 Preferred Stock as a deemed dividend for an amount of $419. No deemed dividend was recorded during the three months period ended March 31, 2026 as all D-2 and D-3 Preferred Stock were converted in September 2025.

In February 2025, a total of 125 shares of certain Series C Convertible Preferred Stock were converted into 3,791 shares of Common Stock.

During the three months period ended March 31, 2025, the Company accounted for the dividend shares of Common Stock upon the dividend shares earned by Series C, C-1 and C-2 Preferred Stock as a deemed dividend for an amount of $2,194. No deemed dividend was recorded during the three months period ended March 31, 2026 as all C, C-1 and C-2 Preferred Stock were converted in September 2025.

In March 2025, a total of 1,675 shares of certain Series A-1 Convertible Preferred Stock were converted into 38,980 shares of Common Stock.

In February, 2026, pursuant to the A&R Lock-Up Agreements entered into in December 2024, as subsequently amended in May and October 2025, the Company issued an aggregate of 204,851 shares of Common Stock and 104,090 pre-funded warrants upon conversion of the lock-up consideration.

On October 14, 2020, the Company’s stockholders approved the 2020 Plan. Under the 2020 Plan, options to purchase shares of Common Stock may be granted to employees and non-employees of the Company or any affiliate, each option granted can be exercised to one share of Common Stock.

In January 2025, pursuant to the terms of the 2020 Plan as approved by the Company’s stockholders, the Company increased the number of shares authorized for issuance under the 2020 Plan by 327,052 shares, from 567,832 to 894,883.

On July 23, 2025, the Company’s stockholders resolved to amend and restate the Company’s 2020 Plan, to (i) provide that for each of the calendar years ending on December 31, 2026, December 31, 2027, December 31, 2028, December 31, 2029 and December 31, 2030, the number of shares available under the 2020 Plan shall be increased by an additional number of shares of the Company’s Common Stock, equal to six percent (6%) of the number of shares of Common Stock issued and outstanding on a fully diluted basis on the immediately preceding December 31; and (ii) authorize the grant of restricted stock units as a permissible form of award under the 2020 Plan.

In January 2026, pursuant to the terms of the 2020 Plan as approved by the Company’s stockholders, the Company increased the number of shares authorized for issuance under the 2020 Plan by 636,131 shares, from 894,883 to 1,531,014.

On January 29, 2026 the Company’s stockholders resolved to amend the Company’s 2020 Plan, to increase the number of shares authorized for issuance under the 2020 Equity Incentive Plan by 500,000 shares, from 1,531,014 to 2,031,014.

2026 Grants

Employees and Consultants: During 2026, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) approved grants of an aggregate of 2,127 restricted shares of Common Stock to employees and Consultants of the Company, and approved grants of options to purchase an aggregate of 8,500 shares of Common Stock to employees of the Company, at exercise prices ranging from $10.14 to $11.38 per share. The time-vesting restricted shares and stock options vest over three years commencing on the respective

NOTE 10: -   STOCKHOLDERS’ EQUITY (Cont.)

grant dates, and the options have a ten-year contractual term. All such restricted shares and options were issued pursuant to the Company’s Amended and Restated 2020 Equity Incentive Plan, as amended (the “2020 Plan”). In addition, during 2026, the Compensation Committee approved an amendment to certain previously issued restricted stock awards to accelerate the vesting of 6,250 previously unvested restricted shares.

Service Providers: During 2026, the Compensation Committee approved a monthly grant of shares of the Company’s Common Stock equal to $15 of restricted shares to certain service providers per month, to be granted quarterly during the period that the certain consulting agreement remains in effect. During the three months ended March 31, 2026 no restricted unregistered shares of Common Stock, were issued to certain service provider under this approval the Company recorded compensation expense in the amount of $30.

2025 Grants

Employees and Consultants: During 2025, the Compensation Committee of the Company's Board of Directors (the "Compensation Committee") approved a grant of 28,750 restricted shares of Common Stock to certain service providers and approved the grant of warrants to purchase up to 52,500 shares of Common Stock, at an exercise price of $12.80 per share, to certain consultants. The warrants are exercisable into shares of Common Stock on or before February 10, 2028. All such restricted shares and warrants were issued pursuant to the Company's Amended and Restated 2020 Equity Incentive Plan, as amended (the "2020 Plan").

Directors: During 2025, the Compensation Committee approved a grant of 1,500 restricted shares of Common Stock to a director of the Company and approved an amendment to certain previously issued awards of restricted Common Stock in the aggregate amount of 1,750 shares, granted to the director, to permit an immediate acceleration of the unvested portion of the prior awards.

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(**) See note 1e regarding reverse share split.

The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the Company’s closing stock price on the last day of the first quarter of 2026 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on March 31, 2026. This amount is impacted by the changes in the fair market value of the Common Stock.

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(**) See note 1e regarding reverse share split.

NOTE 10: -   STOCKHOLDERS’ EQUITY (Cont.)

As of March 31, 2026, the total unrecognized estimated compensation cost related to non-vested stock options and restricted shares granted prior to that date was $4,267 which is expected to be recognized over a weighted average period of approximately one (1.03) year.

The Company estimates the fair value of stock options granted using the Black-Scholes option-pricing model.

Number of restricted shares vested during the three months period ended March 31, 2026 amounts to 19,876.

The fair value of the restricted shares granted during the three months period ended March 31, 2026 amounts to $22.

The following table presents the assumptions used to estimate the fair values of the options granted to employees, directors, and non-employees in the period presented:

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The total compensation cost related to all of the Company’s stock-based awards recognized during the three-month periods ended March 31, 2026 and 2025 was comprised as follows:

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