Glucotrack, Inc.

1. Organization and Business

The Company

The Company was incorporated on May 18, 2010 under the laws of the State of Delaware. We are a medical device company focused on the development of an implantable continuous blood glucose monitor (“CBGM”) for persons with Type 1 diabetes and Type 2 diabetes using insulin or at risk for hypoglycemia (the “Glucotrack CBGM”).

The Company was founded with a mission to develop Glucotrack®, a non-invasive glucose monitoring device designed to help people with diabetes and pre-diabetics obtain glucose level readings without the pain, inconvenience, cost and difficulty of conventional (invasive) spot finger stick devices. The first generation Glucotrack, which successfully received CE Mark approval, obtained glucose measurements via a small sensor clipped onto one’s earlobe. A limited release beta test in Europe and the Middle East demonstrated the need for an updated product with improved accuracy and human factors. As the glucose monitoring landscape has since rapidly moved away from point-in-time measurement to continuous measurement, the Company determined in 2023 that it would focus its efforts on developing the Glucotrack CBGM. As such, the Company withdrew the CE Mark for Glucotrack and are no longer pursuing commercialization of this product or development of any further iterations.

The Company is currently developing the Glucotrack CBGM for use by Type 1 diabetes patients as well as Type 2 diabetes using insulin or at risk for hypoglycemia. Implant longevity is key to the success of such a device. The Company has continued to evolve its sensor chemistry following the successful in-vitro feasibility study demonstrating that a minimum two-year implant life is highly probable with the current sensor design. Subsequently the Company announced that a 3-year longevity is feasible leveraging both in-vitro and in-silico test results. The Company has also completed multiple animal studies with initial prototype systems which demonstrated a simple implant procedure with good safety and functionality. The results of both were presented in poster form at the 2024 American Diabetes Association annual conference. The Company believes its technology, if successful, has the potential to be more accurate, more convenient and have a longer duration than other implantable glucose monitors that are either in the market or currently under development.

Further to the above progress on the Glucotrack CBGM, the Company has also successfully demonstrated continuous glucose sensing in the epidural space. This latter approach is of importance for patients with diabetes already contemplating spinal cord stimulation therapy for their condition. The Company believes this approach may enable integrated chronic disease management with one system that provides dual benefits of pain relief and glucose monitoring.

The Company completed a first in human study in 2025. This study was an acute study intended to demonstrate device performance and safety, as well as safety of the implant and removal procedures. The study used the planned commercial version of the implantable sensor connected to an externalized prototype electronics device. Patients were monitored in hospital for 4 days. Results of the study were positive, meeting the endpoints of no serious safety events while demonstrating similar performance and accuracy as observed in longer-term animal studies. Initial results were presented in poster form at the 2025 Advanced Technologies & Treatments for Diabetes annual meeting and final results were presented in poster form at the 2025 American Diabetes Association annual conference.

The Company initiated a long-term, multicenter feasibility study in Australia to evaluate the CBGM product performance and safety. The first phase of the clinical study provided early product learnings about how the complexity of certain health conditions may impact study eligibility as well as identified certain product improvements. Following a reassessment of the study in light of planned product updates and anticipated protocol modifications, the Company determined that continuation of the study in its current form was no longer practical and elected to close the study.

Consequently, the Company is expediting discussions with the U.S. Food and Drug Administration (FDA) regarding our planned United States (“U.S.”) clinical trial program that we expect to launch in the 2 nd half of 2026, subject to FDA approval of our Investigational Device Exemption (“IDE”) submission expected to be filed in the second quarter of 2026.

The Company initially obtained ISO13485 certification in 2024 and successfully passed the 2025 annual audit, both efforts without any major nonconformities. ISO 13485 is an internationally agreed-upon standard of quality system requirements for the design, production, distribution, and sale of medical devices. Certification of compliance to the standard is recognized and accepted by the FDA, the European Medicines Agency (EMA), and many other regulatory authorities worldwide.

Liquidity and Going Concern

To date, the Company has not yet commercialized the Glucotrack CBGM. Further development and commercialization efforts are expected to require substantial additional expenditure. Therefore, the Company is dependent upon external sources for financing its operations. As of December 31, 2025, the Company has incurred an accumulated deficit of $151,838. In addition, the Company has generated operating losses and negative cash flow from operations since inception. As of December 31, 2025, the balance of cash and cash equivalents amounted to $7,383.

During the year ended December 31, 2025, the Company raised $14,209 through the sale of shares of Common Stock, par value $0.001 per share and $3,000 from the issuance of a promissory note. The Company plans to finance its operations through the sale of equity securities (and/or debt securities). There can be no assurance that the Company will succeed in obtaining the necessary financing or generating sufficient revenue from sale of its Glucotrack CBGM in order to continue its operations as a going concern.

Management has considered the significance of such conditions in relation to the Company’s ability to meet its current obligations and to achieve its business targets and determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

2025 Reverse Stock Splits and Increase in Authorized Common Stock

February 2025 1-for-20 Reverse Stock Split

The Company filed with the Delaware Secretary of State a Certificate of Amendment to its Certificate of Incorporation which became effective at 4:30 p.m. on February 3, 2025, to implement areverse stock split at a ratio of 1-for-20 (the “February 2025 Reverse Stock Split”) of the shares of its Common Stock. The February 2025 Reverse Stock Split was approved by the Company’s stockholders at the special meeting of stockholders held on January 3, 2025 (the “Special Meeting”).

On February 3, 2025, the Company filed an amendment to the Company’s Certificate of Incorporation to increase the Company’s authorized shares of Common Stock from 100,000,000 to 250,000,000. On January 3, 2025, the stockholders approved at the Special Meeting the increase in the Company’s authorized shares of Common Stock from 100,000,000 to 250,000,000, as well as the full issuance of shares of Common Stock issuable by the Company upon the exercise of Series A Warrants (defined below) and the cashless exchange of Series B Warrants (defined below). See Note 3B.

June 2025 1-for-60 Reverse Stock Split

The Company filed with the Delaware Secretary of State a Certificate of Amendment to its Certificate of Incorporation which became effective at 4:30 p.m. on June 13, 2025, to implement areverse stock split at a ratio of 1-for-60 (the “June 2025 Reverse Stock Split”) of the shares of its Common Stock. The June 2025 Reverse Stock Split was approved by the Company’s stockholders at the 2025 annual meeting of the stockholders on May 22, 2025.

All shares, options and warrants to purchase shares of Common Stock and loss per share amounts have been adjusted to give retroactive effect to the February and June 2025 reverse share splits, (the “Reverse Stock Splits”) for all periods presented in these annual consolidated financial statements. Any fractional shares resulting from the Reverse Stock Splits were rounded up to the nearest whole share.

Reclassifications

Certain reclassifications have been made to the 2024 financial statements to conform to the 2025 presentation. Specifically, prior-year marketing expenses, as presented in the Consolidated Statements of Operations and Comprehensive Loss, have been reclassified and combined within general and administrative expenses in the current-year presentation. This reclassification had no effect on net earnings.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Use of Estimates

The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reported periods. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions relate to evaluation of going concern, the classification of financial instruments as equity or liability, share based compensation and the determination of the fair value of derivative liabilities.

Functional Currency

The functional currency of the Company is the US dollar, which is the currency of the primary economic environment in which it operates. In accordance with ASC 830, “Foreign Currency Matters” (ASC 830), balances denominated in or linked to foreign currency are stated on the basis of the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the statement of operations, the exchange rates applicable on the relevant transaction dates are used. Gains or losses arising from changes in the exchange rates used in the translation of such transactions are carried as financing income or expenses. The functional currency of the Israeli subsidiary is the New Israeli Shekel (“NIS”) and its financial statements are included in consolidation, based on translation into US dollars. Accordingly, assets and liabilities were translated from NIS to US dollars using year-end exchange rates, and expense items were translated at average exchange rates during the year. Gains or losses resulting from translation adjustments are reflected in stockholders’ equity, under “Accumulated other comprehensive income.”

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiary. All intercompany balances and transactions have been eliminated in consolidation.

Cash and Cash Equivalents and Restricted Cash

The Company considers all short-term investments, which are highly liquid investments with original maturities of three months or less at the date of purchase, to be cash equivalents. As of December 31, 2025, the Company holds no restricted cash.

Property and Equipment, Net

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. When an asset is retired or otherwise disposed of, the related carrying value and accumulated depreciation are removed from the respective accounts and the net difference less any amount realized from disposition is reflected in the statements of operations and comprehensive loss.

*Impairment of Long-Lived Assets *

The Company’s long-lived assets are reviewed for impairment in accordance with ASC 360, “Property, Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted cash flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. To date, the Company did not incur any material impairment losses related to long-lived assets.

Software development costs

Software development costs are expensed to research and development. Our products include embedded software which is essential to the products’ functionality. Costs including charges for consulting services and costs for Company personnel associated with programming, coding, and testing such software are expensed as incurred.

*Convertible Promissory Notes *

Upon issuance of convertible promissory notes and similar instruments, the Company evaluates the embedded conversion features under ASC 470 and ASC 815 to determine whether they must be bifurcated from the host debt instrument.

If the embedded conversion feature does not qualify for equity classification, it is bifurcated and recorded as a separate derivative liability at fair value upon initial recognition and remeasured at fair value in subsequent periods. The remaining proceeds are allocated to the host debt instrument, and any resulting discount is amortized to interest expense using the effective interest method over the term of the note.

If the embedded conversion feature qualifies for equity classification, it is not bifurcated. The Company then assesses whether the instrument was issued at a significant premium. If a substantial premium exists, it is recorded in additional paid-in capital. Otherwise, no separate accounting is required, and the note is accounted for at amortized cost using the effective interest method through maturity.

Allocation of Proceeds and Related Issuance Costs

When multiple instruments are issued in a single transaction (package issuance), the total gross proceeds from the transaction are allocated among the individual freestanding instruments identified. The allocation occurs after identifying all freestanding instruments and the subsequent measurement basis for those instruments.

Financial instruments that are required to be subsequently measured at fair value (such as derivative liabilities) are measured at fair value and the remaining consideration is allocated to other financial instruments that are not required to be subsequently measured at fair value (such as liabilities measured at amortized cost, common shares and warrants eligible for equity classification), based on the relative fair value basis for such instruments.

Issuance costs allocated to financial instruments that are required to be subsequently measured at fair value are immediately expensed. Issuance costs allocated to shares and warrants classified as equity components and are recorded as a reduction of additional paid-in capital. Issuance costs allocated to financial liabilities measured at amortized cost are recorded as a discount and accreted over the contractual term of the financial instrument using the effective interest method.

Warrants

Equity classified warrants

Certain warrants that were determined to be freestanding financial instruments that are legally detachable and separately exercisable, do not embody an obligation for the Company to repurchase its own shares, and permit the holders to receive a fixed number of shares of Common Stock upon exercise for a fixed exercise price and thus, are considered as indexed to the Company’s own shares, were classified as equity instruments. As such warrants were issued together with financial instruments that are not subsequently measured at fair value, the warrants were measured based on allocation of the proceeds received by the Company in accordance with the relative fair value basis. Direct issuance expenses that were allocated to such warrants were deducted from additional paid-in capital.

Warrants classified as derivative liabilities

Upon initial recognition of Series A Warrants (the “Series A Warrants”) and Series B Warrants (the “Series B Warrants”) that were issued in November 2024 as part of an equity issuance and debt conversions, management considered the provisions of ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity and determined that the settlement amount of Series A Warrants and Series B Warrants might not be based on an exchange of a fixed number of shares for a fixed amount of consideration and thus such warrants are not eligible to be considered as indexed to the Company’s own shares. Accordingly, the Series A Warrants and Series B Warrants were accounted for as warrant derivative liability at fair value and the changes in fair values are carried to profit or loss. In accordance with ASC 210-10-20, the warrant derivative liability is presented as a noncurrent liability since its settlement will require the issuance of shares and not the use of any resources that are properly classified as current assets.

Fair Value of Financial Instruments

ASC Topic 825-10, “Financial Instruments” defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company. The Company considers the carrying amount of cash and cash equivalents, restricted cash, accounts receivable, other current assets, accounts payable and other current liabilities balances, to approximate their fair values due to the short-term maturities of such financial instruments. In measuring fair value, the Company applies the fair value hierarchy established by ASC 820, “Fair Value Measurement,” which prioritizes the inputs used in valuation techniques as follows:

The Company did not estimate the fair value of the loans received from stockholders since their repayment schedule has not yet been determined.

The Company used Level 3 inputs for the valuation methodology of the derivative liabilities. The derivative liabilities are adjusted to reflect estimated fair value at each period end, with any decrease or increase in the estimated fair value being recorded in other income or expense accordingly.

The following table provides a reconciliation of the beginning and ending balances of the Series A Warrants and Series B Warrants classified as derivative liabilities for the fiscal year ended December 31, 2025 and 2024, respectively.

Fair Value of Significant Unobservable Inputs (Level 3)

Income Tax

The Company recognizes deferred tax assets and liabilities for temporary differences between the tax basis of assets and liabilities and the amounts at which they are carried in the financial statements based upon the enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is established to reduce deferred tax assets to the amount expected to be realized.

As of December 31, 2025 and 2024, the Company hadno unrecognized tax benefits and no positions which, in the opinion of management, would be reversed if challenged by a taxing authority. In the event the Company is assessed interest or penalties, such amounts will be classified as income tax expense in the financial statements.

Research and Development Expenses

Research and development expenses are charged to operations and comprehensive loss, as incurred.

Royalty-Bearing Grants

Royalty-bearing grants from the Israeli Innovation Authority (IIA) to fund approved research and development projects are recognized at the time Integrity Israel is entitled to such grants, on the basis of the costs incurred and reduce research and development costs. To date, the cumulative research and development grants received by Integrity Israel from IIA amounted to $93.

Basic and Diluted Loss Per Share

Basic net loss per share of Common Stock is computed as net loss divided by the weighted average number of common shares outstanding for the period. The Company’s diluted net loss per common share is the same as our basic net loss per common share because it incurred a net loss during each period presented, and the potentially dilutive securities from the assumed exercise of all outstanding stock options and warrants would have an anti-dilutive effect. As of December 31, 2025 and 2024, stock options, shares issuable upon the conversion of warrants and shares issuable upon the conversion of pre-funded warrants of 3,248,391 and 21,568, respectively, have been excluded from the computation of diluted shares outstanding.

Stock-Based Compensation

The Company measures and recognizes the compensation expense for all equity-based payments to employees based on their estimated fair values in accordance with ASC 718. Share-based payments including grants of stock options are recognized in the consolidated statement of operations and comprehensive loss as an operating expense based on the fair value of the award at the date of grant. The fair value of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs, net of estimated forfeitures, over the requisite service period or over the implicit service period when a performance condition affects the vesting, and it is considered probable that the performance condition will be achieved. Share-based payments to non-employees are accounted for in accordance with ASC 718.

Segment Reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or (“CODM”). The Company has identified its Chief Executive Officer, Paul V. Goode, as the CODM who is responsible for making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. The Company’s long-lived assets consist primarily of property and equipment, net, which are all held in the United States.

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has only one reportable segment, the Glucotrack CBGM Product Segment, as all their research and development activities are related the development of the Glucotrack CBGM Product. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements.

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, and restricted cash. Cash and cash equivalents and restricted cash are deposited with a major bank in the United States. Management believes that such financial institutions are financially sound, accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements.

Contingencies

The Company records accruals for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board, or (“FASB”) issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures” to require more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation, amortization, and depletion) included in certain expense captions presented on the face of the income statement. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for reporting periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the impact of adopting this guidance on its financial statements and related disclosures. The adoption of this pronouncement is not expected to have a material impact on the Company’s financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures related to improvements to income tax disclosures. The amendments in this update require enhanced jurisdictional and other disaggregated disclosures for the effective tax rate reconciliation and income taxes paid. The Company adopted this ASU on a prospective basis effective January 1, 2025. Refer to Note 10. Income Taxes for the inclusion of new disclosures required.

3. Loans from Stockholders

During the years 2003-2004, Integrity Israel received loans from stockholders (four separate lenders) in a total amount of approximately $400. However, following the repayment of the entire balance to certain lender in 2015, the remaining balance as of December 31, 2025 is approximately $231. The loans are indexed to the Israeli consumer price index from their origination date and bear no interest.

The Company will be required to pay the loans, in quarterly installments, commencing on the first quarter following the first fiscal year in which the Company reports net profit in its annual report. At such time, the Company will be required to make quarterly payments equal to 10% of its total sales for each quarter until the loans have been repaid in full. Notwithstanding the repayment mechanism, the Company will not be required to repay the loans during any period in which such payment would cause a deficit in the Company’s working capital.

As of December 31, 2025, the Company does not expect to make any material repayments during the following 12-month period, if any, and accordingly the entire remaining balance of the loans from stockholders have been presented as non-current liability.

4. Significant Transactions

A - Equity Issuances

Current Year

ATM Sales Agreement

On December 17, 2024, the Company entered into an ATM sales agreement (the “Sales Agreement”) with Dawson James Securities, Inc. (“Dawson James”), pursuant to which the Company agreed to issue and sell shares of Common Stock, having an aggregate offering price of up to $8,230, from time to time, through an “at-the-market” equity offering program (the “ATM Program”) under which Dawson James will act as sales agent (the “Agent”).

On March 21, 2025, the Company sold 206,300 shares of Common Stock at an average offering price of $18.24 per share pursuant to the Sales Agreement for net proceeds of $3,593, after deducting fees owed to the Agent from such sale.

During the three months ended June 30, 2025, the Company sold 414,784 shares of Common Stock at an average offering price of $10.74 per share pursuant to the Sales Agreement for net proceeds of $4,320, after deducting fees owed to the Agent from such sale. As of December 31, 2025, there was no remaining capacity available under the ATM Program.

Registered Direct Offering

On February 4, 2025, the Company entered into a securities purchase agreement with certain institutional investors, relating to the registered direct offering and sale of an aggregate of 43,968 shares of Common Stock at an offering price of $69.00 per share for gross proceeds of $3,034. The net proceeds to the Company from the offering were approximately $2,752, after deducting fees owed to the placement agent and other offering expenses. The February 2025 offering closed on February 5, 2025.

Dawson James acted as the placement agent for the offerings pursuant to a placement agency agreement, dated February 4, 2025, by and between the Company and Dawson James.

Private Placement December 2025

On December 29, 2025, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Armistice Capital Master Fund Ltd. (also referred to herein as the “Investor”) for a private placement of securities (the “Private Placement”). The closing of the Private Placement occurred on December 31, 2025 (the “Closing”). At the Closing, the Company issued (i)1,033,591 pre-funded warrants to purchase 1,033,591 shares of Common Stock (the “Pre-Funded Warrants”), and (ii)2,067,182 warrants to purchase shares of Common Stock ( the “Common Warrants”). Each Pre-Funded Warrant was sold with two Common Warrants at a combined purchase price of $3.869, which is equal to the Nasdaq Official Closing Price (as reflected on Nasdaq.com) of the Common Stock on December 29, 2025 (the “Minimum Price”), minus the exercise price of the Pre-Funded Warrant of $0.001 per share.

Pre-Funded Warrants

The exercise price of the Pre-Funded Warrants is $0.001 per share. The Pre-Funded Warrants are exercisable at any time after their original issuance, and will not expire until exercised in full.

The Pre-Funded Warrants provide that the Investor will not have the right to exercise any portion of its Pre-Funded Warrants if such exercise would cause (i) the aggregate number of shares of Common Stock beneficially owned by the Investor (together with its affiliates) to exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, or (ii) the combined voting power of the Company’s securities beneficially owned by the Investor (together with its affiliates) to exceed 9.99% of the combined voting power of all of the Company’s securities then outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants (the “Pre-Funded Warrant Beneficial Ownership Limitation”).

Common Warrants

The Common Warrants have an exercise price per share of Common Stock equal to $3.87 per share (which is equal to the Minimum Price). The Common Warrants are not exercisable, and the underlying Common Stock is not issuable until the Company obtains stockholder approval for such exercise and issuance under applicable rules and regulations of Nasdaq (such approval, “Stockholder Approval” and the date on which Stockholder Approval is received and deemed effective, the “Stockholder Approval Date”). The Common Warrants will expire on the five year anniversary of the Stockholder Approval Date. The exercise price and the number of shares of Common Stock issuable upon exercise of the Common Warrants is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock.

The Common Warrants provide that the Investor will not have the right to exercise any portion of its Common Warrants if such exercise would cause (i) the aggregate number of shares of Common Stock beneficially owned by the Investor (together with its affiliates) to exceed 4.99% (or, at the election of the purchaser,9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, or (ii) the combined voting power of the Company’s securities beneficially owned by the Investor (together with its affiliates) to exceed 4.99% (or, at the election of the purchaser,9.99%) of the combined voting power of all of the Company’s securities then outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Common Warrants (the “Common Warrant Beneficial Ownership Limitation” and, together with the Pre-Funded Warrant Beneficial Ownership Limitation, the “Beneficial Ownership Limitations”).

Placement Agency Agreement

In connection with the Private Placement, on December 29, 2025, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) with Curvature Securities, LLC (the “Placement Agent”). As part of its compensation for acting as Placement Agent for the Private Placement, the Company paid the Placement Agent a cash fee of 7.0% of the aggregate gross proceeds and issued to the Placement Agent warrants to purchase 124,030 shares of Common Stock at an exercise price of $4.257 per share (the “Placement Agent Warrants”), which are exercisable at any time on or after the date that is one hundred eighty (180) days from the date of the commencement of sales in connection with the Private Placement (the “Commencement Date”), and expire on the five year anniversary of the Commencement Date.

The Company received aggregate net proceeds from the Private Placement of approximately $3,544, after deducting estimated placement agent commissions and expenses in connection with the Private Placement, which were payable by the Company.

The Company has assessed the Common Warrants and the Placement Agent Warrants, (the “Combined Warrants”), for appropriate equity or liability classification and determined the Combined Warrants are freestanding instruments that are not included in the scope of ASC 480, Distinguishing Liabilities from Equity. In the event of a fundamental transaction warrant holders have the right to receive cash, however, if a fundamental transaction is not within the Company’s control, including that the transaction is not approved by the Company’s Board of Directors, the holders of the warrants shall only be entitled to receive from the Company the same type consideration that is offered to the holders of the Company’s Common Stock. In either case, in the event of fundamental transaction the value of consideration is determined using Black Scholes model. The Combined Warrants are indexed to the Company’s common stock and meet all other conditions for equity classification under ASC 815-40, Contracts in Entity’s’ Own Equity. Accordingly, the Combined Warrants are classified as equity within the consolidated financial statements.

The Combined Warrants were initially recognized at their relative fair value in the amount of $8,090 at the time of issuance determined using Black-Scholes option-pricing model and will not be remeasured.

As of December 31, 2025, the Pre Funded Warrants have yet to be exercised and no Combined Warrants have been exercised.

Prior Year

April 2024 Private Equity Offering

On April 22, 2024, the Company entered into a private placement agreement under which the Company issued 67 shares of its Common Stock at a price of $7,560.00 per share for aggregate gross proceeds of $500. The offering included participation of certain members of the Company’s executive management, Board of Directors and existing shareholders.

November 2024 Public Equity Offering and Concurrent Private Offering

On November 12, 2024, the Company completed a public offering (the “Equity Offering”) under which the Company received net proceeds of $8,783 in exchange for issuance of an aggregate of (i)2,032 shares (the “Shares”) of its Common Stock, (ii)3,965 pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 3,965 shares of Common Stock (the “Pre-Funded Warrant Shares”) in lieu of Shares, (iii) Series A Warrants (the “Series A Warrants”) to purchase up to 5,996 shares of Common Stock (the “Series A Warrant Shares”) and (iv) Series B Warrants (the “Series B Warrants)” and, together with the Series A Warrants, the “Common Warrants”) to purchase up to 5,996 shares of Common Stock (“the “Series B Warrant Shares” together with the Series A Warrant Shares, the “Warrant Shares”). Each Share or Pre-Funded Warrant, as applicable, was sold together with one Series A Warrant to purchase one share of Common Stock and one Series B Warrant to purchase one share of Common Stock. The public offering price for each Share and accompanying Common Warrants was $1,668.00, and the public offering price for each Pre-Funded Warrant and accompanying Common Warrants was $1,668.80.

In a private placement offering completed concurrently with the Equity Offering (the “Concurrent Private Offering” and, together with the Equity Offering, the “2024 November Offerings”), the Company converted approximately $4,093 of debt, which represented the then outstanding principal and accrued interest under a convertible promissory note dated July 30, 2024 (the “July 30 Note Debt”). The July 30 Note Debt was converted to Common Stock and Series A Warrants and Series B Warrants on substantially the same terms as the Equity Offering, resulting in the issuance of 2,201 shares of Common Stock,2,201 accompanying Series A Warrants, and 2,201 accompanying Series B Warrants, based on a conversion price of $1,860.00 per share, which is equal to the consolidated closing bid price of the Common Stock on the Nasdaq Capital Market on November 12, 2024.

In addition, concurrently with the Equity Offering, the Company converted on substantially the same terms as the Equity Offering, three outstanding July 18, 2024 Notes, with an aggregate outstanding principal and accrued interest in the amount of $305. The three outstanding July 18, 2024 Notes automatically converted in connection with the closing of the Equity Offering at a conversion price of $1,872.00, which is equal to the Floor Price as defined in the July 18, 2024 Notes, for an aggregate of 163 shares of Common Stock,163 Series A Warrants, and 163 Series B Warrants.

B – Warrant Net Share Exchange into Common Stock and Warrant Repurchase

In connection with the Equity Offering, on November 12, 2024, the Company issued an aggregate of (i)8,359 Series A Warrants and (ii)8,359 Series B Warrants.

On January 3, 2025, subject to shareholder approval the number of shares of Common Stock issuable upon exchange of the Series A Warrants and Series B Warrants issued pursuant to the 2024 November Offerings was reset from 8,359 shares to 54,032 shares, respectively.

The Company accounted for the 108,064 warrants issued in connection with the 2024 November Offerings in accordance with the accounting guidance for derivatives. As further described in the annual financial statements for the year ended December 31, 2024, the Company analyzed the terms of the Series A and Series B Warrants and determined that such warrants are not eligible for equity classification and thus would be classified as derivative liabilities and recorded at fair value, with changes in fair value recorded through profit or loss. The Company used the Monte Carlo Simulation method for determining the fair value of the warrants. The Series A warrant assumptions used in the Monte Carlo simulations are an expected term of 4.62 years, an exercise price of $2,172, comparable company volatility of 113.5%, risk-free interest rate of 3.95% and share price of $370.20. The Series B warrant assumptions used in the Monte Carlo simulations are an expected term of 2.5 years, an exercise price of $2,172, company historical volatility of 378.6%, risk-free interest rate of 4.30% and share price of $370.20.

During the fiscal year ended December 31, 2025, there were cashless exchanges of an aggregate 54,021 Series B Warrants issued in connection with the 2024 November Offerings, which resulted in the issuance of 162,063 shares of Common Stock. As these warrants were exchanged, as permitted under the respective warrant agreements, the Company did not receive any cash proceeds. The warrants were measured at fair value as of the settlement dates, and the change in fair value of $5,746, was recognized to net loss. Upon the exchange of the Series B Warrants, the fair value of the warrants exchanged as of the settlement dates of $20,625 was classified to equity under additional paid-in capital.

During the fiscal year ended December 31, 2025, the Company repurchased 51,529 of its Series A Warrants form existing warrant holders for $166. The fair value of the Series A Warrants on the date of exercise was $67, resulting in a loss on repurchase of $99.

During the fiscal year ended December 31, 2025, the Company recognized a change in fair value of derivative liabilities of $3,267. As of December 31, 2025,11 Series B Warrants and 2,507 Series A Warrants remain outstanding, for a combined value of $1.

C – Promissory Note – Current Year

On September 12, 2025 (the “Issue Date”), the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”), with an investor (the “Investor”), pursuant to which the Company issued a Promissory Note (the “Note”) to the Investor in the principal amount of $3,600 for a purchase price of $3,000. The Note was amended effective September 12, 2025, to remove the convertible feature.

The Note bears no interest, has an original issue discount of $600, is an unsecured obligation of the Company and will rank equal in right of payment with the Company’s existing and future unsecured indebtedness. The Note is due and payable on the twelve (12) month anniversary of the Issue Date. The Company may prepay the Note at any time without the requirement for consent of the Investor.

Since the Note bears no stated interest and was issued at a discount, the Company has recognized the original issue discount of $600 as imputed interest expense over the term of the Note using the effective interest method, in accordance with the authoritative guidance. This imputed interest is being amortized over the one-year term of the Note.

During the fiscal year ended December 31, 2025, the Company amortized $182 of the original issue discount to interest expense. As of December 31, 2025, the unamortized discount was $418, and the carrying amount of the Note was $3,182.

As previously disclosed in the form 8-K filed by the Company with the SEC on September 11, 2025, the Company entered into a purchase agreement with Sixth Borough Capital Fund, LP (“Sixth Borough”) establishing an equity line of credit (the “ELOC”). Under the terms of the ELOC, the Company has the right, but not the obligation, to sell to Sixth Borough, and Sixth Borough is obligated to purchase, up to $20.0 million of the Company’s Common Stock (the “Purchase Shares”), subject to the terms and conditions set forth therein. Pursuant to the Note Purchase Agreement, the Company is required to pay 100% of the net proceeds (after commission) it receives from the sale of Purchase Shares under the ELOC towards repayment of the Note, until such time that the Company obtains stockholder approval (the “Stockholder Approval”) to issue Purchase Shares in excess of the “Exchange Cap,” as defined in the ELOC. Following Stockholder Approval, the Company is required to apply 50% of the net proceeds (after commissions) from any subsequent sales of Purchase Shares under the ELOC to repay the Note.

The Note contains certain specified events of default, the occurrence of which would entitle Investor to immediately demand repayment of all outstanding principal on the Note such as certain events of bankruptcy and insolvency. The Note does not contain any affirmative and restrictive covenants by the Company. The Purchase Agreement includes customary representations, warranties, and conditions precedent of both parties.

The Note was issued in a private placement to the Investor pursuant to an exemption for transactions by an issuer not involving a public offering under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

As of December 31, 2025, the Company has not received the necessary Stockholder Approval formally approving the ELOC.

D – Note and Warrant Purchase Agreements – Prior Year

On June 27, 2024, the Company entered into note and warrant purchase agreements with certain officers, directors, and existing investors (the “June 27 Investors”), providing for the private placement of unsecured promissory notes in the aggregate principal amount of $100 (the “June 27 Notes”) and warrants (the “June 27 Warrants”) to purchase up to an aggregate of 250 shares of Common Stock. The closing of the private placement occurred on June 27, 2024.

The June 27 Notes bore simple interest at the rate of three percent (3%) per annum and were due and payable in cash on the earlier of: (a) twelve (12) months from the date of the June 27 Note; or (b) the date the Company raised third-party equity capital in an amount equal to or in excess of $1,000 (the “June 27 Maturity Date”). The Company could prepay the June 27 Notes at any time prior to the June 27 Maturity Date without penalty.

Each June 27 Warrant has an exercise price of $5,940.00 per share. The June 27 Warrants are immediately exercisable and have afive-year term.

The June 27 Notes and the June 27 Warrants were issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act and Regulation D promulgated under the Securities Act. The Company relied on this exemption from registration based in part on representations made by the June 27 Investors.

During the fiscal year ended December 31, 2025, the Company repaid the remaining $5 outstanding as of December 31, 2024.

E – Convertible Promissory Notes – Prior Year

On July 18, 2024, the Company entered into a series of convertible promissory notes with three directors, and one member of the Company’s executive management (the “July 18 Investors”), providing for the private placement of unsecured convertible promissory notes in the aggregate principal amount of $360 (the “July 18 Notes” and each a “July 18 Note”).

The July 18 Notes bore simple interest at a rate of 8% per annum. Upon initial date, the management measured the fair value of the embedded conversion feature which is accounted for as embedded derivative liability. The difference between the total gross cash proceeds received and the fair value of the embedded conversion feature is allocated to the host component of the July 18 Notes that are measured at amortized cost under which in subsequent periods the Company recognizes a discount expense over the economic life of the July 18 Notes based on the effective interest rate method. However, the fair value of the embedded derivative liability related to the conversion feature was determined by the management at an insignificant amount since upon closing of a Qualified Financing (as defined in the July 18 Notes), the loan will convert based on market conditions (i.e. conversion price will be equal to the fair value of the share upon conversion) and thus all proceeds received of $360 were allocated to the July 18 Notes.

On September 5, 2024, the Company and one of July 18 Investors entered into a conversion agreement, under which the Company agreed to convert his portion of the outstanding principal nominal amount plus any accrued but unpaid interest pursuant to the July 18 Note, totaling $101 into 83 shares of Common Stock at a conversion price of $1,224.00 per share.

In November 2024, the Company and the remaining July 18 Investors entered into a conversion agreement under which the Company agreed to convert their portion of the outstanding principal nominal amount plus any accrued but unpaid interest pursuant to the outstanding July 18 Notes, totaling $305 to Common Stock and warrants at a conversion price of $1,872.00 per share. The July 18 Investors received 163 shares of Common Stock,163 Series A Warrants and 163 Series B Warrants.

F – Convertible Promissory Note and Warrant Agreement – Prior Year

On July 30, 2024, the Company entered into a convertible promissory note and three warrant agreements (the “July 30 Warrants”) with an existing investor (the “July 30 Holder”), providing for the private placement of a secured convertible promissory note in the aggregate principal amount of $4,000 (the “July 30 Note”). The July 30 Note bore simple interest at a rate of 8% per annum and is due and payable in cash on earlier of: (i) 12 months anniversary of July 30 Note, or (ii) closing date of a Sale Transaction (as defined in the July 30 Note) (the “Maturity Date”). The July 30 Note was secured by a first-priority security interest on all Company’s assets.

Each July 30 Warrant becomes exercisable 12 months after its issuance and has term of 10 years. The July 30 Warrants are exercisable for cash only and have no price-based antidilution. The first July 30 Warrant is for 1,778 shares at $2,250.00 per share. The second July 30 Warrant is for 1,270 shares at $3,150.00 per share. The third July 30 Warrant is for 988 shares at $4,050.00 per share. Management has determined that the warrants are eligible to be classified as a component of equity as their terms permit the holders to receive a fixed number of shares of Common Stock upon exercise for a fixed exercise price.

At the initial date, the Company has issued four freestanding instruments that include (i) a financial instrument that is considered as “host” which comprised of July 30 Note and two embedded derivative financial instruments (i.e. an embedded conversion feature and an embedded redemption feature to receive cash equals to 200% of July 30 Note balance upon the occurrence of a Sale Transaction) and (ii) three series of detachable warrants. At the initial date, the Company is required to estimate the fair value of the freestanding instruments and allocate the total gross proceeds received between them based on that relative fair value identified. The fair value of the embedded derivative financial instruments (i.e. the conversion right and the redemption right) should be bifurcated from the host instrument and remeasured on recurring basis at each reporting period under marked to market approach. The July 30 Note was accounted for at amortized cost whereby discount and interest expenses are recorded over the economic life of the July 30 Note based on the effective interest rate method and the July 30 Warrants are classified into equity without any further subsequent measurement.

Upon initial recognition, the Company allocated the gross cash proceeds received based on the relative fair value of the July 30 Note and the detachable July 30 Warrants in total amount of $1,450 and $2,550, respectively. The fair value of the convertible note was determined by using hybrid method that includes conversion scenario and liquidation scenario taking into account, inter alia, a debt discount rate of 28.65%. The fair value of the July 30 Warrants was determined by using Black-Scholes pricing model taking into account, inter alia, expected stock price volatility of 122.8% and risk-free interest rate of 4.78%. The amount allocated to July 30 Warrants was classified as a component of equity.

Furthermore, it was determined that the embedded conversion feature and embedded redemption feature are required to be bifurcated from the host loan instrument. The fair value of the bifurcated derivatives was determined by the management using the assistance of an external appraiser in a total amount of $35 upon initial recognition and in subsequent periods as derivative liability at fair value through profit and loss. The remaining amount of $1,415 was allocated to the host loan instrument which in subsequent periods was accounted for using the effective interest method over the term of the loan, until its stated maturity.

On September 24, 2024, the Company held a special meeting of its stockholders under which shares of Common Stock issuable by the Company upon conversion of the July 30 Note and exercise of the July 30 Warrants was approved.

On November 12, 2024, in connection with the Concurrent Private Offering, the Company and the July 30 Holder entered into an agreement for the settlement of the July 30 Note plus any accrued but unpaid interest totaling $4,093 to Common Stock and warrants at a conversion price of $1,860.00 per share. The July 30 Holder received 2,201 shares of Common Stock,2,201 Series A Warrants and 2,201 Series B Warrants. The fair value of the shares of Common Stock received was $813. The Series A and Series B Warrants are treated as derivative liabilities and at grant date were valued at $609 and $3,768, respectively. As of the settlement date, the carrying amount of the July 30 Note under the effective interest method was $1,978 and the fair value of the derivative liability relating to the conversion feature was $37. Upon settlement, the total fair value of the warrant related derivatives of $4,377 and the equity received of $813 exceeded the net book value of the July 30 Note of $1,978 and the value of the debt conversion derivative that was settled of $37. As a result, the Company recorded a loss on extinguishment of debt in the amount of $3,175 in the Statement of Operations. Please see Note 4J for the terms and valuation methodology of the Series A and Series B Warrants.

During the period commencing the issuance date through December 31, 2025, none of the July 30 Warrants have been exercised.

G – August and September 2024 Conversions – Prior Year

August 2024 Conversion

On August 23, 2024 (the “Commitment Date”), the Company and two of June 27 Investors entered into conversion agreements, under which the Company agreed to convert the principal nominal amount plus any accrued but unpaid interest pursuant to each of June 27 Notes, with a face value of $20 each (the “Debt”), held by the Investors to Common Stock at a conversion price of $1,224.00 per share. On October 15, 2024, the Company issued 17 shares of common stock for each of the two of the June 27 Investors in respect of each respective Debt converted.

In satisfaction of the Debt, the Company also issued to each of the two June 27 Investors three warrants (each an “August 23 Warrant”). Each August 23 Warrant becomes exercisable on August 16, 2025 and has term of 10 years. The August 23 Warrants are exercisable for cash only and have no price-based antidilution. The first August 23 Warrant is for 9 shares of Common Stock and is exercisable at $2,250.00 per share. The second August 23 Warrant is for 7 shares of Common Stock, exercisable at $3,150.00 per share. The third August 23 Warrant is for 5 shares of Common Stock, exercisable at $4,050.00 per share.

The above transaction was accounted for as a settlement of financial liabilities under which the instruments issued or to be issued to the June 27 Investors (i.e. shares of common stock and August 23 Warrants) are eligible for equity classification and thus both have been recorded as part of equity based on the total fair value of $238 at the Commitment Date. The difference between the fair value of these equity instruments and the carrying amount of each of the respective Debt at the Commitment Date amounted to $11 was charged immediately to the finance expenses. Due to the above settlement, the Company recorded a loss on the settlement on the amount of $216.

During the period commencing the issuance date through December 31, 2025, none of the August 23 Warrants have been exercised.

September 2024 Conversion

On September 5, 2024 (the “Commitment Date”), the Company and one of June 27 Investors and July 18 Investors entered into a conversion agreement, under which the Company agreed to convert outstanding board fees amounted $113 and the principal nominal amount plus any accrued but unpaid interest pursuant to June 27 Note and July 18 Note, totaling $146 (referring together as a “Debt”), held by the Investor to Common Stock at a conversion price of $1,224.00 per share. On October 15, 2024, the Company issued 212 shares of common stock for the June 27 Investor in respect of the Debt converted.

In satisfaction of the Debt, the Company also issued to June 27 Investor and July 18 Investor three warrants (each an “September 5 Warrant”). Each September 5 Warrant becomes exercisable on August 16, 2025 and has term of 10 years. The September 5 Warrants are exercisable for cash only and have no price-based antidilution. The first September 5 Warrant is for 116 shares of Common Stock and is exercisable at $2,250.00 per share. The second September 5 Warrant is for 83 shares of Common Stock, exercisable at $3,150.00 per share. The third September 5 Warrant is for 65 shares of Common Stock, exercisable at $4,050.00 per share.

The above transaction was accounted for as settlements of financial liabilities under which the instruments issued or to be issued to the July 18 Investor (i.e. shares of common stock and September 5 Warrants) are eligible for equity classification and thus both have been recorded as part of equity based on the total fair value of $1,505 at the Commitment Date. The carrying amount of the Debt at the Commitment Date amounted to $227 and the difference was recorded as loss on settlement of debt in the Statement of Operations in the amount of $1,278.

During the period commencing the issuance date through December 31, 2025, none of the September 5 Warrants have been exercised.

5. Commitments and Contingent Liabilities

On March 4, 2004, the Israeli Innovation Authority (the “IIA”) provided Integrity Israel with a grant of approximately $93 (NIS 420,000), for its plan to develop a non-invasive blood glucose monitor (the “Development Plan”). Integrity Israel is required to pay royalties to the IIA at a rate ranging between 3-5% of the proceeds from the sale of the Company’s products arising from the Development Plan up to an amount equal to $93 plus interest at LIBOR from the date of grant. As to the replacement of the LIBOR benchmark rate, even though the IIA has not declared the alternative benchmark rate to replace the LIBOR, the Company does not believe it will have a significant impact. As of December 31, 2025, the remaining contingent liability with respect to royalty payment on future sales equals approximately $93 excluding interest. Such contingent obligation has no expiration date.

Intellectual Property Purchase Agreement

On October 7, 2022, the Company entered into an Intellectual Property Purchase Agreement, (the “IP Agreement”) with its CEO, Paul V. Goode, under which he assigned to the Company all rights, title, and interest in certain intellectual property related to an implantable continuous glucose sensor, including patents, trademarks, trade secrets, know-how, and associated goodwill. In exchange, the Company paid one dollar in cash and agreed to issue up to 167 shares of common stock upon achievement of specified performance milestones. If those shares represent less than 1.5% of the Company’s outstanding common stock at the time of final issuance, additional “true-up” shares will be issued to reach that threshold. All shares issued under the agreement are subject to restrictions and lockup provisions.

Because the acquired assets did not constitute a business under applicable accounting guidance, the transaction was treated as an asset acquisition, with no goodwill recognized. The acquired in-process research and development (IPR&D) had no alternative future use and was expensed immediately. Milestone-based share issuances are treated as contingent consideration and recognized as stock-based compensation when achievement becomes probable. On December 29, 2023, 17 shares of Common Stock were earned under the terms of the IP Agreement and were issued to Dr. Goode on February 6, 2024. On May 1, 2024, 25 shares of Common Stock were earned under the terms of the IP Agreement. On March 26, 2025, the Board determined that the third milestone was met and that an additional 42 shares of Common Stock have been earned under the terms of the IP Agreement. Stock-based compensation expense recognized during the fiscal year ended December 31, 2025 for the third milestone was de minimus. As of December 31, 2025, the remaining milestones were not considered probable, and no additional compensation expense had been recorded.

6. Lease Agreement

On February 19, 2024, the Company entered into a three-year lease agreement with Tapsak Enterprises LLC dba Virginia Analytical for premises in the Front Royal, Virginia area, commencing March 1, 2024 and ending February 28, 2027, at a monthly rent of $2.5, with a $2.5 security deposit refundable at the end of the initial term. The Company has the option to renew the lease for two additional three-year periods at fair market rental rates, subject to advance notice, but only the initial lease term was considered for accounting purposes as renewal was not deemed reasonably certain. In accordance with ASC 842, the Company recognized a right-of-use asset and corresponding lease liability of $79 at commencement, with the lease liability measured as the present value of future lease payments discounted using the Company’s estimated incremental borrowing rate.

Operating lease:

Maturity analysis of the Company’s lease liability:

Additional information on lease

The following is a summary of the weighted average remaining lease terms and discount rate for the lease:

7. Share-Based Compensation

Stock Option Plans

2024 Equity Incentive Plan

The Company’s shareholders approved the 2024 Equity Incentive Plan (the “2024 Plan”) in April 2024. The 2024 Plan initially provided for a reserve of 2,675,636 shares of Common Stock, which was subsequently reduced to 535,127 shares in connection with the Company’sone-for-five (1:5) reverse stock split, effective May 17, 2025, and such shares were registered on a Form S-8 filed with the SEC in August 2024. The share reserve was subsequently reduced to 26,757 shares in connection with the Company’sone-for-twenty (1:20) reverse stock split, effective February 3, 2025.

In May 2025, the Company’s shareholders approved an amendment (the “Amendment”) to the 2024 Plan that increased the maximum aggregate number of shares that could be issued under the 2024 Plan to 7,500,000 shares. The maximum aggregate number of shares that could be issued under the 2024 Plan was subsequently reduced to 125,000 shares in connection with the Company’sone-for-sixty (1:60) reverse stock split, effective June 13, 2025. The additional 124,555 shares added by the Amendment were registered on a Form S-8 filed with the SEC in September 2025. The 2024 Plan provides for the grant of incentive stock options, nonqualified stock options, and other share-based awards to employees, directors, consultants, and advisors. These awards have contractual terms of up to ten years and are subject to vesting conditions determined by the Compensation Committee of the Board of Directors. As of December 31, 2025,97,544 shares remained available for issuance under the 2024 Plan.

Stock Option Activity

During the fiscal year ended December 31, 2025, the Compensation Committee of the Board of Directors granted 16,220 stock options to the Company’s directors with a fair value of $116 as determined by the Black Scholes option pricing model. The options vest over a one year period and carry a ten-year term.

During the fiscal year ended December 31, 2024, the Compensation Committee of the Board granted 109 stock options to the Company’s employees with a fair value of $325 as determined by the Black Scholes option pricing model. The vesting terms of the options vary between one and two years and carry a ten-year term.

A summary of the Company’s stock option activity for the fiscal years ended December 31, 2025 and 2024 is as follows:

For the fiscal year ended December 31, 2025 share-based compensation expense for stock options vesting during the period was $211. For the fiscal year ended December 31, 2024 share-based compensation expense for stock options vesting during the period was $173.

At December 31, 2025, options to purchase 8,236 shares of common stock were exercisable. These options had a weighted-average exercise price of $83.47 and a weighted average remaining contractual term of 9.73 years. The total unrecognized compensation cost related to unvested stock option grants as of December 31, 2025 was approximately $204, and the weighted average period over which these grants are expected to vest is 1.00 years.

The Company uses the Black-Scholes valuation model to calculate the fair value of stock options. Share-based compensation expense is recognized over the vesting period using the straight-line method. The fair value of stock options was estimated at the grant date using the following weighted average assumptions:

Volatility is the measure by which the Company’s stock price is expected to fluctuate during the expected term of an option. Volatility is derived from the historical daily change in the market price of the Company’s common stock, as it believe that historical volatility is the best indicator of future volatility.

The risk-free interest rates used in the Black-Scholes calculations are based on the prevailing U.S. Treasury yield as determined by the U.S. Federal Reserve.

The Company has never paid dividends on its common stock and does not anticipate paying dividends on its common stock in the foreseeable future. Accordingly, it has assumed no dividend yield for purposes of estimating the fair value of its share-based compensation.

The weighted average expected life of options was estimated using the average of the contractual term and the weighted average vesting term of the options.

Other Common Stock Transactions

During the fiscal year ended December 31, 2025, the Company issued 10,959 shares of restricted common stock, with an aggregate grant-date fair value of $122, as compensation to members of the Board of Directors.

In addition, during fiscal 2025 the Company issued (i)277 shares of restricted common stock to directors for services rendered and accrued in the prior fiscal year and (ii)42 shares of restricted common stock to its Chief Executive Officer, Paul V. Goode, in connection with intellectual property milestones achieved during fiscal 2025. The fair value of the 42 shares issued to Dr. Goode was de minimus.

8. Related Parties

Lease Agreement

On October 25, 2022, the Company entered into an agreement with Tapsak Enterprises LLC, doing business as Virginia Analytical, which is wholly owned by Mark Tapsak, the Company’s Chief Scientific Officer. Pursuant to the agreement, Tapsak Enterprises LLC dba Virginia Analytical provides laboratory space, equipment, and materials to support the Company’s research and development activities.

For the years ended December 31, 2025 and 2024, the Company recorded $30 and $25, respectively, in research and development expenses related to this arrangement.

For additional information regarding the execution of the lease agreement with Tapsak Enterprises LLC dba Virginia Analytical, see Note 6 to the accompanying consolidated financial statements.

Intellectual Property Purchase Agreement

For additional information regarding the intellectual property purchase agreement with the Company’s Chief Executive Officer, Paul V. Goode, see Note 5 to the accompanying consolidated financial statements.

Current and Prior Year Equity and Debt Transactions

For additional information regarding related party equity and debt transactions that occurred during the current and prior fiscal year, see Note 4 to the accompanying consolidated financial statements.

9. Segment Reporting

Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or (“CODM”). The Company has identified its Chief Executive Officer, Paul V. Goode, as the CODM who is responsible for making decisions regarding resource allocation and assessing performance. The Company views its operations and manages its business as one operating segment. The Company’s long-lived assets consist primarily of property and equipment, net, which are all held in the United States.

ASC 280, “Segment Reporting” establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organization structure as well as information about services categories, business segments and major customers in financial statements. The Company has onlyone reportable segment, the Glucotrack CBGM Product Segment, as all their research and development activities are related the development of the Glucotrack CBGM Product. Since the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements.

10. Income Taxes

Loss

Pretax loss for the years ended December 31, 2025 and 2024 consists of the following:

Income tax reconciliation

Upon adoption of ASU 2023-09, Improvements to Income Tax Disclosures, the reconciliation of taxes at the federal statutory rate to the Company’s income tax expense (benefit) for the year ended December 31, 2025 is as follows:

Composition of the change in the U.S. valuation allowance of deferred tax assets is as follows:

The reconciliation of taxes at the federal statutory rate to the Company’s income tax expense (benefit) for the year ended December 31, 2024 in accordance with the guidance prior to the adoption of ASU 2023-09 was as follows:

Composition of deferred tax assets

Deferred taxes result principally from temporary differences in the recognition of certain revenue and expense items for financial and income tax reporting purposes. Significant components of the Company’s future tax assets are as follows:

Valuation allowance reflects uncertainty in the Company’s ability to generate taxable income and realization of deferred tax assets.

Net Operating Losses (NOL) carryforward

As of December 31, 2025, the Company had cumulative Net Operating Losses (NOL) carry forwards for U.S. federal purposes of approximately $46.3 million to offset against future taxable income. Of the $46.3 million, $6.8 million will begin to expire in 2030 and the remainder can be carried forward for an indefinite period of time. Cumulative NOL carry forwards for Israeli income tax purposes are approximately $52.6 million to offset against future taxable income for an indefinite period of time.

NOL carry forwards by U.S. federal and Israel at December 31, 2024 were $31.6 million and $38.5 million, respectively.

Tax assessments

For federal, state and local income tax purposes the Company remains open for examination by the tax authorities for the tax years from 2022 through 2025 under the general statute of limitations. Due to the Company’s NOLs, all tax years beginning in 2010 are open for examination to the extent of NOLs. Israeli tax returns from 2022 through 2025 are open for examination.

As of December 31, 2025 and December 31, 2024, the Company hadno unrecognized tax benefits or position which, in the opinion of management, would be reversed if challenged by a taxing authority. In the event the Company is assessed interest or penalties, such amounts would be classified as income tax expense.

11. Subsequent Events

Subsequent to December 31, 2025, all 1,033,591 Pre-Funded Warrants from the December 2025 Private Placement were exercised into Common Stock.