ZOOZ Strategy Ltd.

Effects of the Reverse Split

The Reverse Split will be effected simultaneously for all of the Ordinary Shares, and the Split Ratio selected by the Board of Directors will be the same for all Ordinary Shares. The Reverse Split will affect all shareholders of the Company uniformly and will not affect any shareholder’s percentage ownership interest in the Company or relative voting rights, except to the extent that the Reverse Split would result in a shareholder owning a fractional share, as described below. For example, a holder of 2% of the voting power of the outstanding Ordinary Shares immediately prior to a Reverse Split would continue to hold 2% of the voting power (assuming there is no impact as a result of rounding in lieu of issuing fractional shares) of the outstanding Ordinary Shares immediately after such Reverse Split. The Reverse Split will not change the terms of the Ordinary Shares. The Ordinary Shares on a post-Reverse Split basis will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to the Ordinary Shares now authorized. Ordinary Shares issued pursuant to the Reverse Split will remain fully paid and non-assessable.

The implementation of the Reverse Split will result in a proportional reduction in the number of issued and outstanding Ordinary Shares and the authorized share capital of the Company in accordance with the selected Split Ratio. All outstanding options, warrants, restricted share units and other securities exercisable for or convertible into Ordinary Shares will be adjusted proportionally in accordance with the terms of the applicable plans and agreements. Furthermore, upon completion of the Reverse Split, the number of Ordinary Shares issuable pursuant to the Company’s equity incentive plan shall be proportionately adjusted. In addition, because our “at the market offering” pursuant to the Amended and Restated Sales Agreement with Chardan and Jett Capital allows us to sell up to $150,000,000 of Ordinary Shares rather than a set number of Ordinary Shares, there will be no direct impact on the number of Ordinary Shares that the Company may sell under such agreement; however, as described above, the Company does expect that the Reverse Split will increase the per share trading price of its Ordinary Shares, and as a result thereof, the Company would expect to issue fewer shares, if any, thereunder.

Upon implementation of the Reverse Split, the Company intends to treat shares held by shareholders through a bank, broker, custodian or other nominee in the same manner as registered shareholders whose shares are registered in their names. Banks, brokers, custodians or other nominees will be instructed to effect the Reverse Split for their beneficial holders holding the Ordinary Shares in “street name.” However, these banks, brokers, custodians or other nominees may have different procedures than registered shareholders for processing the Reverse Split. Shareholders who hold Ordinary Shares with a bank, broker, custodian or other nominee and who have any queries in this regard are encouraged to contact their respective banks, brokers, custodians or other nominees.