ZOOZ Strategy Ltd.

Recent Developments

On January 15, 2026, each of Dr. Samer Haj-Yehia and Mr. Fang Zheng announced to the Company their intentions to step down from service on the Board of Directors (the “Board”) effective as of January 20, 2026, due to personal reasons not associated with the Company. On January 16, 2026, the Company’s Board agreed to reduce the size of its board from eight to six members.

On December 16, 2025, the Company received a written notice from Nasdaq notifying the Company that it was not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2). The notice was issued because the closing bid price of the Company’s ordinary shares had been below $1.00 per share for 30 consecutive business days. In accordance with the applicable Nasdaq Listing Rules, the Company was provided with a period of 180 calendar days, or until June 15, 2026, to regain compliance.

On June 15, 2026, the Company received a written letter from Nasdaq notifying the Company that Nasdaq has now determined that, for the last 10 consecutive business days from June 1, 2026, to June 12, 2026, the closing bid price of the Company’s ordinary shares was $1.00 per share or greater. Accordingly, Nasdaq has formally notified the Company that it has regained compliance with Nasdaq Listing Rule 5550(a)(2), and that the prior bid price deficiency matter is closed.

On May 11, 2026, following approval by the Company’s Board of Directors, the shareholders of the Company approved a reverse share split of the Company’s ordinary shares at a ratio ranging from one (1) Ordinary Share for every ten (10) ordinary shares to one (1) ordinary share for every twenty (20) ordinary shares (the “Split Ratio Range”), with the specific ratio to be determined by the Board in its sole and absolute discretion, together with a corresponding amendment to the Company’s Articles of Association to give effect to the resulting changes in the Company’s registered share capital and the par value of the ordinary shares arising from the reverse split (the “May 2026 Shareholders Meeting”).

Following the May 2026 Shareholders Meeting, the Board duly approved a reverse split ratio of one (1) ordinary share for every twenty (20) ordinary shares (the “Reverse Share Split”), and the Company’s Articles of Association, as in effect as of the effective date of such change, were amended accordingly to reflect such Reverse Share Split.

On June 1, 2026, the Company announced that the Reverse Share Split, became effective and the ordinary shares began trading on a reverse split-adjusted basis under the Company’s existing trading symbol “ZOOZ” as of the opening of trading on each of the Nasdaq Capital Market and on the Tel Aviv Stock Exchange.

The Company previously entered into a sales agreement (“Sales Agreement”) with Chardan dated July 29, 2025, relating to the sale of its ordinary shares. In accordance with the terms of the Sales Agreement, and pursuant to the prospectus supplement filed with the SEC on July 29, 2025, the Company registered the offer and sale of ordinary shares having an aggregate offering price of up to $10,950,000 from time to time through Chardan, acting as its sales agent. On September 30, 2025, the Company entered into an amended and restated sales agreement (the “A&R Sales Agreement”) with Chardan and Jett Capital Advisors, LLC (“Jett Capital”, and together with Chardan, the “Agents”), relating to the sale of its ordinary shares. In accordance with the terms of the A&R Sales Agreement, and pursuant to the prospectus supplement filed with the SEC on September 30, 2025, the Company registered the offer and sale of ordinary shares having an aggregate offering price of up to $1,000,000,000 from time to time through the Agents, acting as its sales agents.

During the six-month period ended June 30, 2026, the Company did not sell any ordinary shares under the A&R Sales Agreement.

As of June 30, 2026, the Company sold a total of 57,141 ordinary shares at an average price of $69.8 per ordinary share pursuant to the Sales Agreement and the A&R Sales Agreement, for total gross proceeds of $3.9 million.

On November 3, 2025, the Company announced that the Board has approved the adoption of a share repurchase program to acquire up to $50 million of outstanding ordinary shares, subject to meeting applicable regulatory requirements (the “Repurchase Program”). The Repurchase Program is for a 12-month period and allows the Company to repurchase ordinary shares from time to time using a variety of methods, including open market purchases, negotiated transactions or otherwise, all subject to applicable law.

During the six-month period ended June 30, 2026, the Company repurchased an aggregate of 91,551 ordinary shares under the Repurchase Program, at a weighted average purchase price of $9.42 for aggregate consideration of $881,268. As of December 31, 2025, the Company did not repurchase any ordinary shares under the Repurchase Program.

On November 11, 2024, we entered into a Standby Equity Purchase Agreement with Yorkville (the “SEPA”), pursuant to which, and subject to customary conditions, we have the right, but not the obligation, to sell and issue to Yorkville from time to time (each such occurrence, an “Advance”) during the two-year period following the execution date of the SEPA, such amount of the ordinary shares for an aggregate purchase price of up to $12,000,000 in accordance with the terms of the SEPA.

During 2025, the Company sold and issued to Yorkville a total of 19,727 ordinary shares pursuant to Advances provided to Yorkville for an aggregate amount of $0.4 million, at a weighted average share price of $20.6 per share. During the six-month period ended June 30, 2026, the Company did not sell or issue to Yorkville any ordinary shares pursuant to the SEPA.