Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations (amounts in thousands except for share and per share amounts)

Readers are advised to review the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the consolidated financial statements and related notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2025. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. See "Cautionary Note Regarding Forward-Looking Statements." You should review the "Risk Factors" section of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

The following financial data in this narrative are expressed in thousands, except for stock and stock data or as otherwise noted.

All information included herein relating to shares or price per share reflects the 20-for-1 reverse stock split effected by us on August 28, 2025.

We are a vertically integrated health intelligence platform with a mission to power the behavior changes that drive better health. Unlike software-only digital health platforms, Dario owns the complete chain of value in chronic care management - connected United States Food and Drug Administration ("FDA")-cleared hardware devices that generate continuous physiological data, AI built on that proprietary data, and a behavior change and coaching layer validated through over 100 peer-reviewed clinical studies. We are committed to transforming healthcare by delivering a comprehensive and highly engaging whole-person health platform, which enables us to create a future where healthy change is effortless and accessible to all.

At the core of our mission and vision is engagement. We believe that most existing digital health solutions in the market fail to deliver improved health outcomes because users are not engaged due to a lack of relevance, personalization, consumerization, and longitudinal data and information. We, and our acquired companies, first commercialized our digital behavioral health products in the direct-to-consumer ("D2C") marketplace, and we continue to use the D2C marketplace as a sandbox and laboratory for innovation. These consumers pay for these digital health products out of their own pockets and are therefore the most value-driven among all healthcare consumers. These consumers demanded that we deliver highly engaging user experiences that deliver strong clinical health outcomes for which consumers will pay. The bottom line is that if users are not engaged in digital solutions over a long period of time, they cannot change their behavior and they cannot get healthier - we first deliver engagement followed by sustained behavior change that then leads to measurable health outcomes and improvement. We believe that our D2C marketplace roots and continued focus delivers better user experiences, longer sustained engagement, stronger clinical outcomes, at the most affordable prices, that then delivers the highest return on investment ("ROI") in the industry.

Our whole-person health model includes the following five elements:

We have created our whole-person healthcare solution through both organic development and acquisitions of leading companies across several therapeutic areas. As a digital health consolidation leader, we have acquired companies that have spent over a decade and nearly $525 million, in combination with our own investment, to develop and deliver the most engaging whole-person health platform in the market to empower individuals to achieve their optimal health through data-driven, precision AI personalized care solutions that integrate the management of physical and mental health needs.

Leveraging advanced analytics, data-driven AI precision and personalization, a deep understanding of consumer behavior, user-centric technology, and a holistic approach, we provide tailored interventions that meet the unique needs of each user to deliver the health industry's highest levels of user activation and sustained engagement. Our digital self-care solutions ensure optimal levels of clinical outcomes with the highest levels of clinical efficacy by empowering users to overcome the psychological, social, and physical barriers to effective and sustainable behavior change.

With our whole-person digital health platform, we address a broad range of health needs, including chronic condition management (e.g., diabetes, hypertension, obesity, and musculoskeletal issues), behavioral health (e.g., stress, anxiety, and depression), and preventive care. By integrating digital therapeutics and well-being solutions with real-time data monitoring and access to professional care teams, we ensure an AI-driven adaptive and continuous care experience that combines digital self-care with virtual coaching and virtual clinical care. As of 2025, our eligible user base spans millions of individuals worldwide, supported by partnerships with employers, health plans, pharmaceutical companies, and providers.

We serve four primary market segments that drive our business model. Our historic roots, as well as those of our largest acquisition, Twill, Inc. ("Twill"), began in the D2C market. We continue to operate in the D2C market in the U.S. and select international markets and use it as an innovation laboratory. From our D2C origins, Dario and Twill expanded into B2B market segments such that these market segments now represent three-fourths of our current revenues. These B2B market segments include medium-to-large employers, national and regional health plans, and global pharmaceutical companies.

Our medium-to-large employer market segment is focused on employers with over 1,000 employees. We go to market through a direct sales force, consultants, brokers, and channel partners.

Our health plan customers include five of the nation's largest organizations where we provide our solutions to their members both nationally and regionally. We have specialized in providing our behavioral health offering to Medicare and Medicaid members.

We have provided our engagement platform services to a dozen global pharmaceutical companies across nearly as many medical conditions, delivering three value propositions: (1) Top of the Funnel education and awareness to help companies find new patients for their treatments, (2) Mental and physical health support to improve medication adherence, persistence, and compliance, and (3) Patient journey data analytics.

Recent Commercial Developments

During and subsequent to the quarter ended June 30, 2026, we continued to expand our commercial footprint through new customer awards, expanded relationships with existing customers and continued enhancements to its AI-powered chronic condition management platform. As of June 30, 2026 we had 181 customers.

Among other developments, we announced that a Fortune 50 employer selected us to provide our integrated cardiometabolic care platform to more than 100,000 eligible employees, with commercial launch expected in the second half of 2026. We also announced an expansion of its relationship with a top-five U.S. health insurer to include hypertension care, as well as the launch of an integrated GLP-1 program through licensed healthcare providers, further broadening its

cardiometabolic care offerings. In addition, we announced broader deployment of DarioIQ™, its AI-powered engagement platform, across enterprise customers.

Recent Events and Trends Regarding Tariffs and International Trade

Global trade policy continues to evolve and the ultimate impact of recent developments with respect to U.S. tariffs is unclear. On February 20, 2026, the U.S. Supreme Court issued a ruling striking down certain tariffs previously imposed under the IEEPA. On March 4, 2026, the Court of International Trade ordered U.S. Customs and Border Protection ("CBP") to begin the refund process for all importers who were subject to the IEEPA duties. In April 2026, the CBP opened a portal for the refund process to begin for certain importers. Based on these court rulings affirming the Company's legal right to recover IEEPA tariffs, the Company determined that it is entitled to a tariff refund of approximately $536, which was recorded in receivables, net on the condensed consolidated balance sheet. For the six months ended June 30, 2026, the Company recorded a $369 benefit for these tariffs in cost of revenues on the condensed consolidated statements of operations and comprehensive loss, $265 of which related to prior fiscal year costs and $104 related to current-period costs. The remaining $167 of the approximately $536 tariff refund reduced the carrying value of inventory on the condensed consolidated balance sheet as of June 30, 2026. As of the date of this filing, the Company had received approximately $23 of such refunds, with the remaining amount expected to be received in batches through the U.S. Customs and Border Protection refund process.

The ultimate availability, timing, and amount of any remaining refunds of such tariffs remain uncertain and are subject to further legal, regulatory, and administrative developments. Following the Supreme Court's decision, the U.S. presidential administration announced its intention to invoke other laws to collect tariffs and announced new tariffs on imports from all countries, in addition to any existing non-IEEPA tariffs. There remains substantial uncertainty regarding the duration of existing and newly announced tariffs, potential changes or pauses to such tariffs, tariff levels, and whether further additional tariffs or other retaliatory actions may be imposed, modified, or suspended, and the impacts of such actions on the Company's business. The Company continues to monitor and evaluate these developments and assess their potential impact on its business, financial condition, and results of operations.

Results of Operations

Comparison of the three and six months ended June 30, 2026 and June 30, 2025 (dollar amounts in thousands)

Revenues

Revenues for the three and six months ended June 30, 2026 amounted to $5,177 and $10,760, respectively, compared to revenues of $5,369 and $12,121, respectively, during the three and six months ended June 30, 2025, representing a decrease of 3.6% and 11.2%, respectively. The decrease in revenues for the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025, resulted primarily from a decrease in our revenues from the pharma channel, which was attributable to non-recurring revenue from a pharmaceutical partner recognized in the prior-year period, partially offset by growth in revenues from our channel partners and an increase in our direct-to-consumer sales.

Cost of Revenues

During the three and six months ended June 30, 2026, we recorded costs related to revenues in the amount of $1,985 and $4,366, respectively, compared to costs related to revenues of $2,405 and $5,275, respectively, during the three and six months ended June 30, 2025, representing a decrease of 17.5% and 17.2%, respectively. The decrease in cost of revenues in the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025, was mainly a result of a decrease in amortization of technology recorded in the cost of revenues and as a result of an IEEPA tariff refund, $369 which was recorded in the six and three month ended June 30, 2026.

Cost of revenues consists mainly of the cost of hardware and consumables production, shipping and handling costs, employees' salaries and related overhead costs, amortization of technologies, hosting costs, inventory write-downs and tariff refunds recognized under the IEEPA.

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Gross Profit

Gross profit for the three and six months ended June 30, 2026, amounted to $3,192 (61.7% of revenues) and $6,394 (59.4% of revenues), respectively, compared to $2,964 (55.2% of revenues) and $6,846 (56.5% of revenues), respectively, during the three and six months ended June 30, 2025. The increase in gross profit as a percentage of revenues for the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025, resulted mainly from a lower amortization of technology, lower hosting server expenses and the IEEPA tariff refund, which were partially offset by higher hardware and consumables expenses. Gross profit for the three and six months ended June 30, 2026, excluding amortization of acquired technology, stock-based compensation and depreciation, was $3,374 (65.2% of revenues) and $6,761 (62.8% of revenues), respectively, compared to $3,417 (63.6% of revenues) and $8,199 (67.6% of revenues), respectively, during the three and six months ended June 30, 2025.

Research and Development Expenses

Our research and development expenses decreased by $1,621, or 43.6%, to $2,100 for the three months ended June 30, 2026, compared to $3,721 for the three months ended June 30, 2025, and decreased by $3,344, or 42.7%, to $4,485 for the six months ended June 30, 2026, compared to $7,829 for the six months ended June 30, 2025. The decrease in research and development expenses was mainly due to efficiencies resulting from post-merger integration activities, and the utilization of AI, resulting in a decrease in headcount and payroll expenses, subcontractors and consulting and stock-based compensation expenses, partially offset by the impact of foreign currency fluctuations resulting from the strengthening of the New Israeli Shekel ("NIS") against the U.S. dollar, as certain of our expenses are denominated in NIS. Our research and development expenses, excluding stock-based compensation and depreciation, for the three and six months ended June 30, 2026, were $2,210 and $4,471, respectively, compared to $3,246 and $6,788, respectively, for the three and six months ended June 30, 2025, a decrease of $1,036 and $2,317, respectively. The decrease in research and development expenses was mainly due to efficiencies and post-merger integration activities, resulting in a decrease in payroll and subcontractors and consulting expenses.

Research and development expenses consist mainly of employees' salaries and related overhead costs involved in research and development activities, stock-based compensation, contractors and engineering expenses, software tools used in research and development, and facilities expenses associated with and allocated to research and development activities.

Sales and Marketing Expenses

Our sales and marketing expenses decreased by $260, or 5%, to $4,971 for the three months ended June 30, 2026, compared to $5,231 for the three months ended June 30, 2025, and decreased by $1,234, or 11.1%, to $9,870 for the six months ended June 30, 2026, compared to $11,104 for the six months ended June 30, 2025. The decrease was mainly a result of lower payroll-related expenses and lower stock-based compensation expenses, offset by an increase in digital marketing expense. Our sales and marketing expenses, excluding stock-based compensation, depreciation and amortization, for the three and six months ended June 30, 2026, were $4,364 and $8,831, respectively, compared to $4,341 and $9,088, respectively, for the three and six months ended June 30, 2025, an increase of $23 and decrease of $257, respectively. The decrease for the six months in sales and marketing expenses was mainly due to lower payroll-related expenses resulting from post-merger integration activities and a reduction in headcount.

Sales and marketing expenses consist mainly of employees' salaries and related overhead costs, stock-based compensation, depreciation of customer relationship intangible asset, digital marketing campaigns, software tools used in sales and marketing and marketing consultants and subcontractors.

General and Administrative Expenses

Our general and administrative expenses decreased by $612, or 19.1%, to $2,600 for the three months ended June 30, 2026, compared to $3,212 for the three months ended June 30, 2025, and decreased by $696, or 10.7%, to $5,826 for the six months ended June 30, 2026, compared to $6,522 for the six months ended June 30, 2025. The decrease in each of

the three and six months ended June 30, 2026 was mainly due to lower stock-based compensation expenses, lower public company related expenses, lower legal and accounting fees, partially offset by the impact of foreign currency fluctuations resulting from the strengthening of the NIS against the U.S. dollar, as certain of our expenses are denominated in NIS. Our general and administrative expenses, excluding stock-based compensation, depreciation and acquisition-related costs, for the three and six months ended June 30, 2026, were $2,132 and $4,134, respectively, compared to $2,193 and $4,497, respectively, for the three and six months ended June 30, 2025, a decrease of $61 and $363, respectively. The decrease in general and administrative expenses was mainly due to lower subcontractors and consulting expenses and lower legal and accounting fees.

Our general and administrative expenses consist mainly of employees' salaries and related overhead costs, stock-based compensation, insurance costs, legal and accounting fees, and expenses related to investor relations.

Financial Expenses (Income), net

Our financial expenses, net, for the three months ended June 30, 2026, were $1,117, representing a decrease of $2,673, compared to financial expenses, net, of $3,790 for the three months ended June 30, 2025. Our financial expenses, net, for the six months ended June 30, 2026, were $2,002, representing a decrease of $1,584, compared to financial income, net, of $3,586 for the six months ended June 30, 2025. The decrease in our financial expenses (income), net, was mainly due to re-evaluation of loan and associated costs in second quarter of 2025.

Financial expenses (income), net primarily consists mainly of credit facility interest expense, interest income from bank deposits, revaluation of warrants and pre-funded warrants and foreign currency translation differences.

Income tax

Income tax expenses were $328 and $384, respectively for the three and six months ended June 30, 2026, representing an increase in tax expenses of $328 and $362, respectively as compared to income tax expenses of $0 and $22, respectively for the three and six months ended June 30, 2025. Income tax expenses for the three and six months ended June 30, 2026 were primarily comprised of a tax provision from previous years related to our subsidiary Dario Services Pvt. Ltd.

Net loss

Net loss decreased by $5,066, or 39%, to $7,924 for the three months ended June 30, 2026, compared to a net loss of $12,990 for the three months ended June 30, 2025, and decreased by $6,044, or 27.2%, to $16,173 for the six months ended June 30, 2026, compared to a net loss of $22,217 for the six months ended June 30, 2025. The decrease in net loss for the three and six months ended June 30, 2026, compared to the three and six months ended June 30, 2025, was mainly due to an increase in our gross profit - including the benefit of an IEEPA tariff refund recorded in cost of revenues, a portion of which related to prior fiscal year costs - and a decrease in our operating expenses, driven by lower research and development, sales and marketing, and general and administrative expenses, and financial expenses partially offset by an increase in our income tax expense.

The factors described above resulted in net loss attributable to common stockholders for the three and six months ended June 30, 2026, amounted to $7,924 and $16,173, compared to net loss attributable to common stockholders of $18,562 and $32,628 for the three and six months ended June 30, 2025.

Non-GAAP Financial Measures

To supplement our unaudited condensed consolidated financial statements presented in accordance with U.S. GAAP within this Quarterly Report on Form 10-Q, management provides certain non-GAAP financial measures ("NGFM") of the Company's financial results, including such amounts captioned "Non-GAAP Adjusted Loss," as presented herein below. The NGFM measures captioned "Non-GAAP Adjusted Loss" are not recognized terms under U.S. GAAP, and as such, they are not a substitute for, considered superior to, considered separately from, nor as an alternative to, U.S. GAAP and/or the most directly comparable U.S. GAAP financial measures.

Such NGFM are presented with the intent of providing greater transparency of information used by us in our financial performance analysis and operational decision-making. We believe these NGFM provide meaningful information to assist investors, shareholders, and other readers of our unaudited condensed consolidated financial statements in making comparisons to our historical financial results, and analyzing the underlying financial results of our operations. We believe the NGFM provide useful information by isolating certain expenses, gains, and losses which are not necessarily indicative of our operating financial results and business outlook.

A reconciliation to the most directly comparable U.S. GAAP measure to NGFM, as discussed above, is as follows:

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Liquidity and Capital Resources

As of June 30, 2026, we had approximately $6,634 in cash and cash equivalents and $7,327 in short term deposits compared to $21,803 and $4,214 on December 31, 2025.

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We have experienced cumulative losses of $468,251 since inception (August 11, 2011) through June 30, 2026, and have stockholders' equity of $55,088 as of June 30, 2026. In addition, we have not completed our efforts to establish a stable recurring source of revenue sufficient to cover our operating costs and expect to continue to generate losses for the foreseeable future.

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Since inception, we have financed our operations primarily through private placements and public offerings of our Common Stock and warrants to purchase shares of our Common Stock, receiving aggregate net proceeds totaling $307,237 through June 30, 2026, and a credit facility, in an aggregate net amount of $25,795 through June 30, 2026.

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On April 30, 2025, we entered into a Credit Agreement (the "Credit Agreement"), by and among us as borrower, the financial institutions party thereto from time to time as lenders, and Callodine Commercial Finance, LLC (in its capacity as agent for all lenders, "Agent", and collectively with other lenders, "Lenders" and each a "Lender"). Under the terms of the Credit Agreement, each Lender agreed to make a multi-draw term loan to us of up to $50,000 (each a "Term Loan") in which we borrowed $32,500 at the time of closing on April 30, 2025 (the "Callodine Loan Facility"). The Callodine Loan Facility has a five-year term maturing in April 2030, with principal repayments not due until May 2028. The outstanding principal balance bears interest at SOFR plus 7.75%. In addition, subject to the discretion of the Agent and the Lenders, we may at our option draw an aggregate of up to an additional $17,500. Of the aggregate loan amount, $2,500 of such additional Term Loan is subject to the achievement of certain revenue and gross margin thresholds, subject to the discretion of the Agent and the Lenders and $15,000 of such additional Term Loan is subject to the discretion of the Agent and the Lenders. As of June 30, 2026, the outstanding balance under the Callodine Loan Facility was $31,064.

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All obligations under the Credit Agreement are guaranteed by our subsidiaries (each a "Grantor"). All obligations under the Credit Agreement, and the guarantees of those obligations, are secured by substantially all of our and the Grantors' assets. In the event of a default set forth in the Credit Agreement, the Agent may apply all or any part of the proceeds as collateral to the payment of the obligations in the order and priority as determined by the Agent in its sole discretion.

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The outstanding principal balance under the loan shall bear interest at a per annum rate of interest equal to (i) the Term SOFR Rate (as defined in the Credit Agreement) plus (ii) seven and three-quarters of one percent (7.75%). Upon maturity and/or upon an event of default (or upon any acceleration), interest shall automatically accrue without notice to us at a rate per annum equal to the lesser of (i) three percent (3%) over the Contract Rate (as defined in the Credit Agreement), or (ii) the maximum rate of interest permitted to be charged by applicable laws or regulations until paid. We will pay certain fees with respect to the Term Loan, including a closing fee, an exit fee, and an agent fee. Voluntary prepayments of the Term Loan prior to the third anniversary of the closing are also subject to certain pre-payment penalties.

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The Credit Agreement contains customary events of default, including with respect to nonpayment of principal, interest, fees or other amounts; material inaccuracy of a representation or warranty; failure to perform or observe covenants; bankruptcy and insolvency events; material monetary judgment defaults; impairment of any material definitive loan documentation; other material adverse effects; key person events and change of control.

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The Credit Agreement also contains a number of customary representations, warranties and covenants that, among other things, will limit or restrict our ability and the ability of our subsidiaries to (subject to certain qualifications and exceptions): create liens and encumbrances; incur additional indebtedness; merge, dissolve, liquidate or consolidate; make acquisitions, investments, advances or loans; dispose of or transfer assets; pay dividends or make other payments in respect of their capital stock; amend certain material documents; redeem or repurchase certain debt; engage in certain transactions with affiliates; and enter into certain restrictive agreements.

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In connection with the funding of the closing amount, we agreed to issue for each Lender a warrant to purchase 105,707 shares of our Common Stock, with an exercise price of $16.56, which shall have a term of seven years from the issuance date. In addition, up to $2,500 of the loaned amount can be converted into shares of our Common Stock at a price of $19.87 per share.

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On November 5, 2025, we entered into an Amendment to the Credit Agreement with the Lenders. Among other things, the amendment (i) resets financial covenants and waives financial-covenant testing for the second and third quarters of 2025; (ii) replaces the minimum cash covenant with a $10,000 minimum consolidated unencumbered liquid assets covenant; (iii) adds monthly 13-week cash-flow reporting when liquidity is below certain amount (subject to an EBITDA exception); (iv) clarifies that Tranche B is uncommitted and at lender discretion; and (v) increases the exit fee by $150 (waived if a change-of-control prepayment fee is triggered).

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In connection therewith, the Company repriced the Warrant to purchase up to 105,707 shares of Common Stock issued to the lenders on April 30, 2025, at an exercise price of $16.56 per share, to permit an amendment to the exercise

price of such Warrants to $15.35. In addition, conversion right of the lender in the amount of $2,500 was amended to a conversion price of $15.35 per share.

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On December 16, 2024, we and certain purchasers that were holders of our Series B and C Preferred Stock executed lock up agreements (the "Lock Up Agreement"), pursuant to which we agreed to issue, subject to stockholder approval, up to forty percent (40%) of the shares of Common Stock conversion shares of the preferred stock held by such purchaser, including dividend shares of Common Stock due upon conversion of these shares into shares of Common Stock, over the course of twelve (12) months (the "Additional Shares"). Each holder shall be entitled to receive 10% of the Additional Shares for each three (3) month period each holder agrees not to transfer or otherwise sell (subject to certain limitations) the shares of Common Stock issuable upon conversion of the Series B Preferred Stock and Series C Preferred Stock and the dividend shares of Common Stock due upon conversion. Between May 23, 2025 and May 28, 2025, the Company and holders that previously entered into Lock-Up Agreements, entered into an Amended and Restated Lock-Up Agreement (the "A&R Lock-Up Agreement") pursuant to which the holders agreed to extend the restrictive period previously provided in the Lock-Up Agreements until February 21, 2026 (the "Lock Up Period") for the right to receive an additional 10% of the Common Stock underlying the Series B Preferred Stock and the Series C Preferred Stock held by the holders. On October 20, 2025, we and holders that previously entered into the Lock-Up Agreement and the A&R Lock-Up Agreement entered into a Second Amended and Restated Lock-Up Agreement (the "Second A&R Lock-Up Agreement") pursuant to which the Lock-Up Period shall automatically terminate, and all share consideration shall be accelerated and immediately be issued by us in full (to the extent not already issued) upon (A) any merger or consolidation of our with or into another individual, entity, corporation, partnership, association, limited liability company, limited liability partnership, joint-stock company, trust or unincorporated organization, (B) any sale of all or substantially all of our assets in one transaction or a series of related transactions, or (C) any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property.

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On March 30, 2026, we entered into the Sales Agreement with A.G.P./Alliance Global Partners, pursuant to which we may offer and sell, from time to time, up to an aggregate of $20,000 of shares of our common stock under the At-The-Market Sales Agreement (the "ATM Program"). Sales of shares under the Sales Agreement, if any, may be made by any method permitted by law that is deemed to be an "at the market offering" under Rule 415(a)(4) under the Securities Act, or in negotiated transactions or as principal pursuant to a separate terms agreement. We have no obligation to sell any shares under the ATM Program and may suspend offers thereunder or terminate the Sales Agreement at any time, subject to its terms.

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We intend to use any net proceeds from the ATM Program for commercial, sales and marketing activities, research and development, potential mergers and acquisitions, repayment of outstanding indebtedness and related interest under the Callodine Loan Facility, and for general corporate and working capital purposes.

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The Sales Agreement provides that the Agent is entitled to a commission of 3.0% of the gross sales price of shares sold under the ATM Program. We have also agreed to reimburse certain reasonable and documented expenses of the Agent, including legal fees and other customary expenses, subject to specified caps. The Sales Agreement contains customary representations, warranties, covenants, indemnification obligations and termination provisions.

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Through the date of this Quarterly Report on Form 10-Q, we sold an aggregate of 14,191 shares under the ATM Program for gross proceeds of approximately $104 and had $154 in related expenses, out of which $104 were recognized in the statement of changes in stockholders' equity and $50 as deferred asset.

On July 22, 2026, we entered into a Securities Purchase Agreement (the "Purchase Agreement") with institutional investors, pursuant to which we agreed to issue and sell to the investors in a registered direct offering priced at-the-market under Nasdaq rules (the "Offering") an aggregate of 2,437,060 shares (the "Shares") of our Common Stock, and pre-funded warrants to purchase an aggregate of 1,017,499 shares of Common Stock. Each Share was sold at an offering price of $6.80 per share, and each pre-funded warrant was sold at an offering price of $6.7999, for aggregate gross proceeds of approximately $23,500 and $22,800 net of Offering expenses. In addition, Dennis Matheis, a member of our Board of Directors, entered into a Purchase Agreement to purchase 14,430 shares of Common Stock at a purchase price of $6.93 per share. The Offering closed on July 23, 2026.

Management believes that the proceeds from the Purchase Agreement, combined with our cash on hand and short-term bank deposits are sufficient to meet our obligations as they come due for at least a period of twelve months from the date of the issuance of these unaudited condensed consolidated financial statements. There are no assurances, however, that we will be able to obtain an adequate level of financial resources that are required for the long-term development and commercialization of our product offerings.

Additionally, readers are advised that available resources may be consumed more rapidly than currently anticipated, resulting in the need for additional funding sooner than expected.

Cash Flows

The following table sets forth selected cash flow information for the Six months ended:

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Net cash used in operating activities

Net cash used in operating activities was $12,108 for the six months ended June 30, 2026, a decrease of 4.7% compared to $12,704 used in operations for six months ended June 30, 2025. Cash used in operations decreased mainly due to the decrease in our operating expenses.

Net cash used in investing activities

Net cash used in investing activities was $3,113 for the six months ended June 30, 2026, compared to $75 net cash used in investing activities during the same period in 2025. The increase is due to investments in short term bank deposit, compared to the same period in 2025.

Net cash provided from financing activities

Net cash provided by financing activities was $0 for the six months ended June 30, 2026, primarily consisting of proceeds from the ATM Program, which were fully offset by issuance costs related to those offerings, compared to $6,939 net cash derived from financing activities during the same period in 2025. The 2025 amount was mainly attributable to proceeds from the issuance of shares of preferred stock.

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