Summary Compensation Table
The following table shows the compensation owed to our CEO and our CFO, or our named executive officers, for the fiscal years ended June 30, 2026, and 2025. We do not currently have any other executive officers.
| Name and Principal Position · Fiscal Year(2) · Salary ($)(3) · Non-Equity Plan Compensation ($) · Bonus ($) · Share-based Awards ($)(6) · All Other Compensation ($) · Total ($) |
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| Yaky Yanay | 2026 | 428,728 | (4) (5) | 17,515 | (7) | 276,873 | (5) | 42,581 | (10) | 765,697 |
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| CEO | 2025 | 441,816 | (4) | 81,500 | (7) | 944,341 | (9) | 35,101 | (10) | 1,502,758 |
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| Liat Zalts(1) | 2026 | 251,301 | (5) | 4,803 | (8) | 12,334 | (5) | 15,791 | (11) | 284,229 |
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| CFO & Treasurer | 2025 | 194,637 | | - | | 381,321 | | 13,722 | (13) | 589,680 |
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| (1) | Ms. Zalts serves as the Company’s CFO and Treasurer effective from October 2024. The compensation reflects amounts received during the entire fiscal year. |
| (2) | The information is provided for each fiscal year, which begins on July 1 and ends on June 30. |
| (3) | Amounts paid for Salary which were originally denominated in NIS, were translated into U.S. dollars at the then current exchange rate for each payment. The salaries of Mr. Yanay and Ms. Zalts are comprised of base salaries and additional payments and provisions such as welfare benefits, paid time-off, life and disability insurance and other customary or mandatory social benefits to employees in Israel. (4) In July 2025, Mr. Yanay elected to forgo 25% of his monthly cash salary for a period of six months commencing July 2025. |
| (5) | On December 4, 2025, in order to ensure the Company’s financial stability, the Board approved, at the recommendation of the Company’s management, (i) a 30% reduction in the monthly cash salary of Mr. Yanay, applicable to January 2026 and February 2026, corresponding to an aggregate reduction amount of NIS 59,400, (ii) a 20% reduction in the monthly cash salary of Ms. Zalts, applicable to December 2025, January 2026 and February 2026, corresponding to an aggregate reduction amount of NIS 33,000, and (iii) a 20% monthly reduction in director fees, applicable to the months of December 2025 through February 2026. On December 4, 2025, the Board approved a grant of 10,248 RSUs, in aggregate, to Mr. Yanay and Ms. Zalts, in lieu of cash compensation under the Company’s 2019 Plan, with all RSUs vesting in equal monthly installments over three months. |
| (6) | The fair value recognized for the share-based awards was determined as of the grant date in accordance with ASC 718. The assumptions used in the calculations for these amounts for fiscal year 2026 are included in Note 13 to our audited consolidated financial statements for fiscal year 2026 and 2025, respectively, included elsewhere in this Annual Report (see also “Grants of Plan-Based Awards” table presented below). |
| (7) | For Mr. Yanay, we accrued bonuses during fiscal years 2026 and 2025 of $17,515 and $81,500, respectively, for certain target bonuses as a result of the achievement of certain milestones that were defined by the Compensation Committee and for certain performance-based bonuses as defined in his employment agreement. On September 18, 2024, the Board approved a bonus payment of $31,500 to Mr. Yanay. Such bonus was paid in October 2024. |
| (8) | For Ms. Zalts, we accrued bonus during fiscal year 2026 of $4,803, for certain performance-based bonuses as defined in her employment agreement. |
| (9) | On September 18, 2024, the Board also approved a special bonus of $131,250 for the CEO, which was paid in common shares in September 2024. Accordingly, the Board resolved that the issuance of shares to the CEO will be made under the Company’s 2019 Plan. |
| (10) | Includes costs in connection with car and mobile phone expenses for Mr. Yanay for fiscal year 2026 and 2025. We have also paid Mr. Yanay the tax associated with the company car benefit, which is grossed up and is part of the amount in the “Salary” column. |
| (11) | Includes costs in connection with a company car or car expenses reimbursement and mobile phone expenses for Ms. Zalts for fiscal year 2026 and 2025. |
Employment Agreements
During fiscal year 2026, and subsequently, we had the following written agreements and other arrangements concerning compensation with our named executive officers:
| (a) | Effective January 1, 2021, the CEO’s monthly salary is NIS 99,000, approximately $30,000 per month. The CEO is also provided with a cellular phone and a company car (including gross-up for taxes associated with company car benefit) pursuant to the terms of his agreement. The CEO is also entitled to a performance-based bonus of 1.5% of amounts received by the Company from non-diluting funding and strategic deals and a target bonus equal to up to seven times his monthly salary subject to milestones and performance targets that are set by our Compensation Committee. The Board may also grant the CEO a discretionary bonus of up to three months’ salary. |
| (b) | On September 18, 2024, the Company entered into an employment agreement and a standard indemnification agreement with Liat Zalts, as the Company’s CFO and Treasurer effective as of October 1, 2024. Effective October 1, 2024, Ms. Zalts receives a monthly salary of NIS 48,000. On October 15, 2025, the Company and Ms. Zalts entered into an amended and restated employment agreement, pursuant to which, effective October 1, 2025, Ms. Zalts receives a monthly salary of NIS 55,000. Furthermore, Ms. Zalts is entitled to a performance-based bonus of 0.5% from amounts received by us from non-diluting funding and strategic deals and a target bonus equal to up to five and a half times her monthly salary, subject to milestones and performance targets that were set by our Compensation Committee. The Board may also grant Ms. Zalts a discretionary bonus of up to 3 months of her monthly salary. She is also entitled to reimbursement for cellular phone expenses and either reimbursement of car expenses or the provision of a Company car, in accordance with the terms of her employment agreement. Ms. Zalts was granted 15,000 RSUs with a three-year vesting period (50% will vest quarterly on the first year, 25% will vest quarterly on the second year and 25% will vest quarterly on the third year). The agreement also provides for acceleration of unvested awards upon certain terminations or a Change of Control. Except as otherwise set forth herein, there is no arrangement or understanding between Ms. Zalts any other person pursuant to which she was appointed as CFO and there are no transactions in which Ms. Zalts has an interest requiring disclosure under Item 404(a) of Regulation S-K. |
| (c) | On September 18, 2024, the Board approved a bonus payment of $31,500 to the CEO in accordance with his employment agreement and a one-time bonus. Such bonus was paid in October 2024. In addition, the Board also approved a special bonus of $131,250 for the CEO, which was paid in October 2024. Accordingly, the Board resolved that the issuance of shares to the CEO was under the Company’s 2019 Plan. |
| (d) | On October 15, 2025, the Board approved a grant of equity awards to our CEO, in recognition of the achievement of certain performance objectives and other accomplishments during fiscal year 2025. The approved equity awards consist of (i) 39,050 RSUs fully vested, and (ii) options to purchase 39,050 Common Shares of the Company, fully vested and exercisable for a period of three years at an exercise price of $5.00 per share. As the compensation related to the achieved performance objectives for fiscal year 2025 was paid in the form of share-based awards in lieu of cash, the provision previously recorded in the amount of approximately $41,000, was reversed. |
| (e) | In July 2025, Mr. Yanay elected to forgo 25% of his monthly cash salary for a period of six months commencing in July 2025. |
| (f) | On December 4, 2025, in order to ensure the Company’s financial stability, the Board approved, at the recommendation of the Company’s management, (i) a 30% reduction in the monthly cash salary of Mr. Yanay, applicable to January 2026 and February 2026, corresponding to an aggregate reduction amount of NIS 59,400, (ii) a 20% reduction in the monthly cash salary of Ms. Zalts, applicable to December 2025, January 2026 and February 2026, corresponding to an aggregate reduction amount of NIS 33,000, and (iii) a 20% monthly reduction in director fees, applicable to the months of December 2025 through February 2026. On December 4, 2025, the Board approved a grant of 10,248 RSUs, in aggregate, to Mr. Yanay and Ms. Zalts, in lieu of cash compensation under the Company’s 2019 Plan, with all RSUs vesting in equal monthly installments over three months. |
| (g) | Effective August 1, 2026, and through October 31, 2026, Mr. Yanay elected to reduce 40% of his gross monthly salary as a voluntary contribution to the Company’s cost-management and cost-reduction efforts. Mr. Yanay will not be entitled to any compensation, reimbursement, benefit or other consideration in connection with such temporary reduction, and the remaining terms of his employment will remain unchanged. |
Potential Payments Upon Termination or Change-in-Control
We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change-in-control) or a change of responsibilities following a change-in-control, except for the following: (i) in the event of termination of Mr. Yanay employment, he is entitled to a severance payment, under Israeli law, that equals a month’s compensation for each twelve-month period of employment or otherwise providing services to the Company, and an additional adjustment fee that equals the monthly base salary multiplied by six, plus the number of years the employment agreement is in force from September 12, 2018, but in any event no more than nine months in the aggregate; and (ii) in the event of termination of Ms. Zalts’ employment, she is entitled to a severance payment, under Section 14 of the Israeli Severance Pay Law, 1963, or the Severance Pay Law, and an additional adjustment fee that equals the monthly base salary multiplied by three, and increasing by two weeks per employment year from June 30, 2026, capped at six months.
In addition, Mr. Yanay and Ms. Zalts are entitled to acceleration of the vesting of their options and RSUs in the following circumstances: (1) if we terminate their employment for a reason other than cause (as may be defined in each respective agreement), they will be entitled to acceleration of 100% of any unvested awards and (2) if they resign, they will be entitled to acceleration of 50% of any unvested award, subject to the approval of the Board. In addition, Mr. Yanay and Ms. Zalts are also entitled to acceleration of 100% of any unvested award in case of our change in control as defined in their respective employment agreements.
The following table displays the value of what our CEO and CFO would have received from us had their employment been terminated, or a change in control of us happened on June 30, 2026.
| Officer · Salary · Accelerated Vesting of RSUs(1) · Total |
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| Yaky Yanay |
|---|
| Terminated due to officer resignation | $896,661 | (5) | $100,305 | (2) | $996,966 |
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| Terminated due to discharge of officer | $896,661 | (5) | $200,611 | (3) | $1,097,272 |
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| Change in control | $896,661 | (5) | $200,611 | (4) | $1,097,272 |
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| Liat Zalts |
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| Terminated due to officer resignation | $75,694 | (6) | $37,140 | (2) | $112,834 |
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| Terminated due to discharge of officer | $75,694 | (6) | $74,281 | (3) | $149,975 |
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| Change in control | $75,694 | (6) | $74,281 | (4) | $149,975 |
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| (1) | Value shown represents the difference between the closing market price of our common shares on June 30, 2026, of $2.09 per share and the applicable exercise price of each grant. |
| (2) | Up to 50% of all unvested RSUs issued under the applicable equity incentive plans vest upon resignation under the terms of those plans, subject to the approval of the Board at its sole discretion. |
| (3) | All unvested RSUs issued under the applicable equity incentive plans vest upon an involuntary termination due to discharge, except for cause. |
| (4) | All unvested RSUs issued under the applicable equity incentive plans vest upon a change in control under the terms of those plans. |
| (5) | Pursuant to his employment agreement, in case of termination or change of control, Mr. Yanay is entitled to adjustment fees of $435,000 (nine (9) months salaries including provisions such as welfare benefits, paid time-off, life and disability insurance and other customary or mandatory social benefits to employees in Israel). In addition, as of June 30, 2026, Mr. Yanay is eligible to receive severance payments of $462,000, out of which $564,000 has been accrued in his severance fund. Therefore, we will not need to pay the difference between Mr. Yanay’s eligibility to receive severance payment and the value of the fund. |
| (6) | Pursuant to her employment agreement, in case of termination, Ms. Zalts is entitled to adjustment fees of $75,000 (three (3) months salaries including provisions such as welfare benefits, paid time-off, life and disability insurance and other customary or mandatory social benefits to employees in Israel) and severance payments, according to Section 14 of the Severance Pay Law. |
Pension, Retirement or Similar Benefit Plans
We have no arrangements or plans, except for those we are obligated to maintain pursuant to the Israeli law, under which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options, RSUs or RS at the discretion of our Board in the future.
Outstanding Equity Awards at the End of Fiscal Year 2025
The following table presents the outstanding equity awards held as of June 30, 2026, by our named executive officers, all of which have been issued pursuant to our 2019 Plan, and the Amended and Restated 2016 Equity Compensation Plan (the “2016 Plan”):
| Number of Securities Underlying Unexercised |
|---|
| Option Awards · Stock Awards |
|---|
| Name · Number of securities underlying unexercised options (#) exercisable · Number of securities underlying unexercised options (#) unexercisable · Option exercise price ($) · Option expiration date · Number of shares that have not vested (#) · Market value of shares that have not vested ($) |
|---|
| Yaky Yanay | 3,488 | - | 8.96 | 31/07/2026 | - | | - |
|---|
| 3,488 | - | 8.96 | 31/08/2026 | - | | - |
| 3,488 | - | 8.96 | 30/09/2026 | - | | - |
| 3,488 | - | 8.96 | 31/10/2026 | - | | - |
| 3,488 | - | 8.96 | 30/11/2026 | - | | - |
| 3,489 | - | 8.96 | 31/12/2026 | - | | - |
| 31,250 | - | 12.48 | 31/12/2026 | - | | - |
| 31,250 | - | 16.64 | 31/12/2026 | - | | - |
| 31,250 | - | 20.8 | 31/12/2026 | - | | - |
| 39,050 | | 5.00 | 13/10/2028 | - | | - |
| - | - | - | - | 16,403 | (1) | $34,282 |
| - | - | - | - | 79,583 | (2) | $166,328 |
| Liat Zalts | - | - | - | - | 1,167 | (3) | $2,439 |
|---|
| - | - | - | - | 4,686 | (4) | $9,794 |
| - | - | - | - | 29,688 | (5) | $62,048 |
| (1) | 16,403 RSUs will vest as follows: (a) two equal installments of 5,469 on July 23, 2026, and three months thereafter; and (b) one installment of 5,465 RSUs on January 23, 2027. |
| (2) | 79,583 RSUs vest as in seven equal installments of 11,369 on August 25, 2026, and every three months thereafter. |
| (3) | 1,167 RSUs vest as follows: (a) 782 RSUs vest in two equal installments of 391 on July 18, 2026, and three months thereafter; and (b) one installment of 385 on January 18, 2027. |
| (4) | 4,686 RSUs vest as follows: (a) 3,752 RSUs vest in four equal installments of 938 RSUs on September 18, 2026, and every three months thereafter; and (b) one installment of 934 RSUs on September 18, 2027. |
| (5) | 29,688 RSUs vest as follows: (a) 25,446 RSUs vest in six equal installments of 4,241 on August 25, 2026, and every three months thereafter; and (b) one installment of 4,242 RSUs on February 25, 2028. |
Director Compensation
The following table provides information regarding compensation earned by, awarded or paid to each person for serving as a director who is not an executive officer during fiscal year 2026:
| Name | Fees Earned or Paid in Cash ($)(4) | Stock-based Awards ($)(5) | Total ($) |
|---|
| Alexandre Weinstein | 33,250 | 1,749 | 34,999 |
|---|
| Doron Shorrer (1) | 1,375 | - | 1,375 |
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| Eitan Ajchenbaum(2) | 32,288 | 50,627 | 82,915 |
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| Maital Shemesh-Rasmussen | 42,583 | 2,356 | 44,939 |
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| Rami Levi | 40,494 | 2,201 | 42,695 |
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| Zami Aberman(3) | 82,423 | 1,166 | 83,589 |
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| (1) | On June 19, 2026, Mr. Doron Shorrer was appointed to serve as a director on the Board and as Chairman of the Audit Committee. |
| (2) | Mr. Ajchenbaum served as a director until June 15, 2026, when he was not re-elected as a director at the 2026 Annual Meeting. |
| (3) | Mr. Aberman was appointed by the Board as Vice Chairman of the Board on December 4, 2025, and in connection therewith, his consultancy agreement with the Company terminated effective January 4, 2026. Pursuant to the terms of his consultancy agreement, all then-outstanding equity grants were accelerated to the date of termination of the agreement. Following the termination of the consultancy agreement, Mr. Aberman is entitled to receive compensation in accordance with the Company’s Directors Compensation policy. Mr. Aberman served as a director until June 15, 2026, following his request that he not be re-nominated as a director nominee at the 2026 Annual Meeting. |
| (5) | The fair value recognized for the stock-based awards was determined as of the grant date in accordance with ASC 718. |
As of June 30, 2026, we have outstanding grants to our non-executive directors aggregating 217,763 RSUs of which 16,013 were exercisable or vested, as the case may be, as follows:
| Name | Total of options and RSUs granted and outstanding | Total unvested RSUs |
|---|
| Alexandre Weinstein | 10,769 | 4,485 |
|---|
| Doron Shorrer | 13,628 | - |
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| Eitan Ajchenbaum(1) | 12,353 | - |
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| Maital Shemesh-Rasmussen | 19,144 | 5,773 |
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| Rami Levi | 18,967 | 5,755 |
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| Zami Aberman(2) | 142,902 | - |
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| Total | 217,763 | 16,013 |
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| (1) | Since Mr. Ajchenbaum was not re-elected as a director at the Company’s 2026 Annual Meeting, 100% of his unvested awards as of June 15, 2026, were accelerated. |
| (2) | On December 4, 2025, Mr. Aberman was appointed by the Board as Vice Chairman of the Board. In connection therewith, Mr. Aberman’s consultancy agreement with the Company terminated effective January 4, 2026, and his outstanding equity grants accelerated to the date of the agreement termination. |
For all directors, the vesting of directors’ share options, RSUs and RS accelerate in the following circumstances: (1) if the director is not re-nominated to serve on the Board or the director is not re-elected by stockholders at a special or annual meeting, this will result in the acceleration of 100% of any unvested award, and (2) the voluntary resignation of a director will result in the acceleration of up to 50% of any unvested award subject to Board approval. In addition, a change in control will result in the acceleration of 100% of any unvested award of our directors.
Mr. Aberman served as our Chairman of the Board and, effective January 1, 2023, entered into a new consulting agreement with the Company (the “New Agreement”). Under the New Agreement, he received an annual gross fee of $116,000 plus VAT, as applicable in Israel, payable monthly, and was eligible, at the Board’s discretion, for a special bonus of up to $75,000 for extraordinary performance or special efforts on behalf of the Company, as well as other bonuses as determined by the Board. He was also entitled to reimbursement of monthly car expenses of NIS 4,000. On December 4, 2025, Mr. Aberman was appointed Vice Chairman of the Board, and his consulting agreement terminated effective January 4, 2026. Upon termination, all then-outstanding equity grants were accelerated in accordance with the terms of the consulting agreement. Following termination of the New Agreement, Mr. Aberman became entitled to compensation in accordance with the Company’s Directors Compensation Policy.
Other than as described above, we have no present formal plan for compensating our directors for their service in their capacity as directors. Directors are entitled to reimbursement for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board as per policy approved by our Compensation Committee. The Board may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.
Other than indicated above, no director received and/or accrued any compensation for his or her services as a director, including committee participation and/or special assignments during fiscal year 2026.
