TABLE OF CONTENTS
PART I.	1
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE	1
ITEM 3. KEY INFORMATION	1
ITEM 4. INFORMATION ON THE COMPANY	35
ITEM 4A UNRESOLVED STAFF COMMENTS	68
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	68
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	79
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	101
ITEM 8. FINANCIAL INFORMATION	104
ITEM 9. THE OFFER AND LISTING	105
ITEM 10. ADDITIONAL INFORMATION	106
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURE ON MARKET RISK	118
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	118
ITEM 13. DEFAULTS, DIVIDENDS ARREARAGES AND DELINQUENCIES	121
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	121
ITEM 15. CONTROLS AND PROCEDURES	121
ITEM 16. [RESERVED]	122
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERTS	122
ITEM 16B. CODE OF ETHICS	122
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES	122
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	123
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	123
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT	123
ITEM 16G. CORPORATE GOVERNANCE	123
ITEM 16H. MINE SAFETY DISCLOSURE	124
ITEM 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS	124
ITEM 16J. INSIDER TRADING POLICIES	125
ITEM 16K. CYBERSECURITY	125
ITEM 17. FINANCIAL STATEMENTS	125
ITEM 18. FINANCIAL STATEMENTS	125
ITEM 19. EXHIBITS	126
SIGNATURES	129

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the clinical development, commercialization and market acceptance of GLIX1 and motixafortide including the degree and pace of market uptake of APHEXDA for the mobilization of hematopoietic stem cells for autologous transplantation in multiple myeloma patients;

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the initiation, timing, progress and results of our preclinical studies, clinical trials and other therapeutic candidate development efforts;

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our ability to advance GLIX1 and motixafortide into clinical trials or to successfully complete our preclinical studies or clinical trials;

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whether the clinical trial results for GLIX1 and motixafortide will be predictive of real-world results;

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our receipt of regulatory approvals for GLIX1 and motixafortide and the timing of other regulatory filings and approvals;

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whether access to GLIX1 and motixafortide is achieved in a commercially viable manner and whether GLIX1 and motixafortide receives adequate reimbursement from third-party payors;

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our ability to establish, manage, and maintain corporate collaborations, as well as the ability of our collaborators to execute on their development and commercialization plans;

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our ability to integrate new therapeutic candidates and new personnel, as well as new collaborations;

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the interpretation of the properties and characteristics of our therapeutic candidates and of the results obtained with our therapeutic candidates in preclinical studies or clinical trials;

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the implementation of our business model and strategic plans for our business and therapeutic candidates;

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the scope of protection that we are able to establish and maintain for intellectual property rights covering our therapeutic candidates and our ability to operate our business without infringing the intellectual property rights of others;

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estimates of our expenses, future revenues, capital requirements and our need for and ability to access sufficient additional financing;

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risks related to changes in healthcare laws, rules and regulations in the United States or elsewhere;

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competitive companies, technologies and our industry;

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our ability to maintain the listing of our ADSs on Nasdaq;

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statements as to the impact of the political and security situation in Israel on our business which may exacerbate the magnitude of the factors discussed above; and

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those factors referred to in “Item 3.D. Risk Factors,” “Item 4. Information on the Company,” and “Item 5. Operating and Financial Review and Prospects”, as well as in this Annual Report on Form 20-F generally.

	•	We have incurred significant losses since inception and expect to incur additional losses in the future and may never be profitable.
	•	We cannot assure investors that our existing cash and investment balances will be sufficient to meet our future capital requirements.
	•	If we default under our secured loan agreement with BlackRock EMEA Venture and Growth Lending (previously Kreos Capital VII Aggregator SCSP), or BlackRock, all or a portion of our assets could be subject to forfeiture.
	•	Management has concluded that there is substantial doubt about our ability to continue as a going concern, which could prevent us from obtaining new financing on reasonable terms or at all.

	•	We have earned limited revenues to date and we may never achieve profitability.
	•	GLIX1, motixafortide, or any other therapeutic candidate that may receive marketing approval in the future, may fail to achieve the degree of market acceptance by physicians, patients, third-party payors and others in the medical community necessary for commercial success and the market opportunity for GLIX1, motixafortide or any other therapeutic candidate may be smaller than our estimates.

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If we, our licensees or our collaborators are unable to obtain and/or maintain U.S. and/or foreign regulatory approval for our therapeutic candidates, in a timely manner or at all, we will be unable to commercialize our therapeutic candidates.

	•	If competitors develop and market therapeutics that are more effective, safer or less expensive than our current or future therapeutic candidates, our prospects will be negatively impacted.
	•	GLIX1, motixafortide, or any other therapeutic candidate that we, our licensees are able to commercialize, may become subject to unfavorable pricing regulations, third-party payor reimbursement practices or healthcare reform initiatives, any of which could harm our business.
	•	We rely upon third-party manufacturers to produce therapeutic supplies for the clinical trials, and commercialization, of GLIX1 and motixafortide. If we manufacture any therapeutic candidates in the future, we will be required to incur significant costs and devote significant efforts to establish and maintain manufacturing capabilities.

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Healthcare reforms and related reductions in pharmaceutical pricing, reimbursement and coverage by government authorities and third-party payors may adversely affect our business.

	•	If third-party payors do not adequately reimburse customers for any of our therapeutic candidates that are approved for marketing, they might not be purchased or used, and our revenues and profits will not develop or increase.
	•	Our business has a substantial risk of clinical trial and product liability claims. If we are unable to obtain and maintain appropriate levels of insurance, a claim could adversely affect our business.
	•	Significant disruptions of our information technology systems or breaches of our data security could adversely affect our business.
	•	We deal with hazardous materials and must comply with environmental, health and safety laws and regulations, which can be expensive and restrict how we do business.
	•	We have in the past, and may in the future, become subject to litigation or claims arising in or outside the ordinary course of business that could negatively affect our business operations and financial condition.

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Our access to most of the intellectual property associated with our therapeutic candidates results from in-license and collaboration agreements with biotechnology companies and a university, the termination of which would prevent us from commercializing the associated therapeutic candidates.

	•	Our business, operating results and growth rates may be adversely affected by current or future unfavorable economic and market conditions and adverse developments with respect to financial institutions and associated liquidity risk.
	•	The market prices of our ordinary shares and ADSs are subject to fluctuation, which could result in substantial losses by our investors.
	•	Future sales of our ordinary shares or ADSs could reduce the market price of our ordinary shares and ADSs.
	•	Raising additional capital by issuing securities may cause dilution to existing shareholders.
	•	If we fail to comply with the continued listing requirements of the Nasdaq, our ADSs may be delisted and the price of our ADSs and our ability to access the capital markets could be negatively impacted.

	•	We conduct a substantial part of our operations in Israel and therefore our results may be adversely affected by political, economic and military instability in Israel and its region.
	•	Provisions of Israeli law may delay, prevent or otherwise impede a merger with, or an acquisition of, our company, which could prevent a change of control, even when the terms of such a transaction are favorable to us and our shareholders.

	•	It may be difficult to enforce a U.S. judgment against us and our officers and directors in Israel or the United States, or to serve process on our officers and directors.
	•	Your rights and responsibilities as a shareholder will be governed by Israeli law, which may differ in some respects from the rights and responsibilities of shareholders of U.S. companies.

	•	the advantages of the treatment compared to competitive therapies;
	•	the number of competitors approved for similar uses;
	•	the relative promotional effort and marketing success of us as compared with our competitors;

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how the product is positioned in physician treatment guidelines and pathways;

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the prevalence and severity of any side effects;

	•	regulatory authorities may withdraw their approval of the product or seize the product;
	•	we, or any of our licensees or collaborators, may be required to recall the product, change the way the product is administered or conduct additional clinical trials;

	•	additional restrictions may be imposed on the marketing of, or the manufacturing processes for, the particular product;
	•	we, or any of our licensees or collaborators, may be subject to fines, injunctions or the imposition of civil or criminal penalties;
	•	regulatory authorities may require the addition of labeling or warning statements, such as a “black box” warning or a contraindication;
	•	we, or any of our collaborators, may be required to create a Medication Guide outlining the risks of the previously unidentified side effects for distribution to physicians, health care professionals and patients;
	•	we could be sued and held liable for harm caused to patients;
	•	physicians and patients may stop using our product; and

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our reputation may suffer.

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delays in securing clinical investigators or trial sites for the clinical trials;

	•	restrictions on such product, manufacturer or manufacturing process;
	•	warning letters from the FDA or other regulatory authorities;
	•	withdrawal of the product from the market;
	•	suspension or withdrawal of regulatory approvals;

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we have limited control over the amount and timing of resources that a licensee devotes to our therapeutic candidate;

	•	a licensee or collaborator may experience financial difficulties;
	•	a licensee may fail to secure adequate commercial supplies of our therapeutic candidate upon marketing approval, if at all;
	•	our future revenues depend heavily on the efforts of a licensee;
	•	business combinations or significant changes in a licensee’s business strategy may adversely affect the licensee’s willingness or ability to complete its obligations under any arrangement with us;

	•	a licensee could move forward with a competing therapeutic candidate developed either independently or in collaboration with others, including our competitors; and
	•	out-licensing arrangements are often terminated or allowed to expire, which would delay the development and may increase the development costs of our therapeutic candidates.

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a collaboration partner may shift its priorities and resources away from our therapeutic candidates due to a change in business strategies, or a merger, acquisition, sale or downsizing;

	•	a collaboration partner may seek to renegotiate or terminate their relationships with us due to unsatisfactory clinical results, manufacturing issues, a change in business strategy, a change of control or other reasons;
	•	a collaboration partner may cease development in therapeutic areas which are the subject of our strategic collaboration;
	•	a collaboration partner may not devote sufficient capital or resources towards our therapeutic candidates;
	•	a collaboration partner may change the success criteria for a therapeutic candidate, thereby delaying or ceasing development of such candidate;
	•	a significant delay in initiation of certain development activities by a collaboration partner will also delay payment of milestones tied to such activities, thereby impacting our ability to fund our own activities;

	•	a collaboration partner could develop a product that competes, either directly or indirectly, with our therapeutic candidate;
	•	a collaboration partner with commercialization obligations may not commit sufficient financial or human resources to the marketing, distribution or sale of a product;
	•	a collaboration partner with manufacturing responsibilities may encounter regulatory, resource or quality issues and be unable to meet demand requirements;
	•	a partner may exercise a contractual right to terminate a strategic alliance;

	•	a dispute may arise between us and a partner concerning the research, development or commercialization of a therapeutic candidate resulting in a delay in milestones, royalty payments or termination of an alliance and possibly resulting in costly litigation or arbitration which may divert management attention and resources; and
	•	a partner may use our products or technology in such a way as to invite litigation from a third party.

	•	reliance on the third party for regulatory compliance and quality assurance;
	•	limitations on supply availability resulting from capacity and scheduling constraints of the third parties;
	•	impact on our reputation in the marketplace if manufacturers of our products, once commercialized, fail to meet customer demands;
	•	the possible breach of the manufacturing agreement by the third party because of factors beyond our control; and
	•	the possible termination or nonrenewal of the agreement by the third party, based on its own business priorities, at a time that is costly or inconvenient for us.

	•	a covered benefit under its health plan;
	•	safe, effective and medically necessary;
	•	appropriate for the specific patient;
	•	cost-effective; and
	•	neither experimental nor investigational.

	•	the failure to obtain regulatory approval, in a timely manner or at all, or achieve commercial success of our therapeutic candidates;
	•	our success in effecting out-licensing arrangements with third parties;
	•	our success in establishing other out-licensing or co-development arrangements;
	•	the success of our licensees in selling products that utilize our technologies;
	•	the results of our preclinical studies and clinical trials for our earlier-stage therapeutic candidates, and any decisions to initiate clinical trials if supported by the preclinical results;
	•	the costs, timing and outcome of regulatory review of our therapeutic candidates that progress to clinical trials;
	•	the costs of establishing or acquiring specialty sales, marketing and distribution capabilities, if any of our therapeutic candidates are approved, and we decide to commercialize them ourselves;
	•	the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our issued patents and defending intellectual property-related claims;
	•	the extent to which we acquire or invest in businesses, products or technologies and other strategic relationships; and
	•	the costs of financing unanticipated working capital requirements and responding to competitive pressures.

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Revenue sharing payments. These are payments to be made to licensors with respect to revenue we receive from sub-licensing to third parties for further development and commercialization of our drug products. These payments are generally fixed at a percentage of the total revenues we earn from these sublicenses.

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Milestone payments. These payments are generally linked to the successful achievement of milestones in the development and approval of drugs, such Phases 1, 2 and 3 of clinical trials and approvals of NDAs, and achievement of sales milestones.

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Royalty payments. To the extent we elect to complete the development, licensing and marketing of a therapeutic candidate, we are generally required to pay our licensors royalties on the sales of the end drug product. These royalty payments are generally based on the net revenue from these sales. In certain instances, the rate of the royalty payments decreases upon the expiration of the drug’s underlying patent and its transition into a generic drug.

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Additional payments. In addition to the above payments, certain of our in-license agreements provide for a one-time or periodic payment that is not linked to milestones. Periodic payments may be paid until the commercialization of the product, either by direct sales or sublicenses to third parties. Other agreements provide for the continuation of these payments even following the commercialization of the licensed drug product.

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The motixafortide drug product composition of matter and methods of manufacturing thereof are covered by a granted U.S. patent and patent applications pending in the USA (two applications received notice of allowance). Israel, Europe, Japan, Canada, Australia, China, India, Mexico, Brazil, Hong-Kong and Korea. The patents, if granted, will expire in December 2041, not including any applicable patent term extension, which may add an additional term of up to five years for the U.S. patents. We also have an exclusive license to a patent family that covers motixafortide combined with a PD1 antagonist for the treatment of cancer. Patents of this family have been granted in the U.S., Israel, Australia, China, India, Mexico and Hong Kong; and member patent applications are pending in Australia, Hong Kong, Europe, China, Canada, India, Israel and Brazil. The granted U.S. patent and patents to issue in the future based on pending patent applications in this family will expire in 2036, not including any applicable patent term extension. In addition, we have an exclusive license to nineteen other patent families pending or granted worldwide directed to methods of synthesis of motixafortide and methods of use of motixafortide either alone or in combination with other drugs for the treatment of certain types of cancer and other indications. Furthermore, we have Orphan Drug status for AML, pancreatic cancer and stem cell mobilization, as well as data exclusivity protection afforded to motixafortide as an NCE.

	•	With respect to BL-5010, we have an exclusive license to a patent family directed to a novel applicator uniquely configured for applying the BL-5010 composition to targeted skin tissue safely and effectively. Patents in this family have been granted in the U.S., Europe, Israel, Japan, China, Australia and New Zealand. The patents will expire in 2033-2034.
	•	With respect to GLIX1 Tetragon owns the following: (i) the use of GLIX1 for treating cancer of the central nervous system, e.g., glioblastoma, is covered by patents granted in the United States, Europe, China, Japan and eight other countries. The term of these patents will expire in 2040; (ii) the use of GLIX1 for treating cancer, in which cytidine deaminase (CDA) is not over-expressed, is covered by patents granted in Europe and Japan. A member patent application has been allowed in the United States, while other member applications are pending in China and other countries. The term of the patents, if granted, will expire in 2040; (iii) the use of GLIX1 for treating chronic myelogenous leukemia (CML) is covered by member applications pending in Europe and Korea. The term of the patents, if granted, will expire in 2040; and (iv) the use of GLIX1 in combination with a PARP inhibitor, for treating HR-proficient cancers is covered by patent applications pending in the United States, Europe, Japan, China, Canada, Australia, Mexico, Brazil, Korea and Israel. The term of the patents, if granted, will expire in 2044.

	•	completion of preclinical laboratory tests, animal studies and formulation development;
	•	submission to the FDA of an Investigational New Drug, or IND, application to conduct human clinical testing;
	•	completion of adequate and well controlled clinical trials to determine the safety and efficacy of the drug for each indication as well as to establish the exposure levels;
	•	submission to the FDA of an application for marketing approval;
	•	satisfactory completion of an FDA inspection of the manufacturing facility or facilities at which the drug is manufactured; and

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FDA review and approval of the drug and drug labeling for marketing.

	•	Consistent rules for conducting clinical trials throughout the EU;
	•	Making information on the authorization, conduct and results of each clinical trial carried out in the EU publicly available;

	•	Harmonized electronic submission and assessment process for clinical trials conducted in multiple member states;
	•	Improved collaboration, information sharing and decision-making between and within member states;
	•	Increased transparency of information on clinical trials; and
	•	Higher standards of safety for all participants in EU clinical trials, also ensured through compliance with Good Clinical Practice (GCP).

	•	the federal Anti-Kickback Statute, which prohibits, among other things, persons and entities from knowingly and willfully soliciting, offering, receiving or providing remuneration (including any kickback, bribe or rebate), directly or indirectly, in cash or in kind, to induce or reward either the referral of an individual for, or the purchase, lease or order of, any good or service, for which payment may be made, in whole or in part, under a federal healthcare program such as Medicare and Medicaid;
	•	the federal civil and criminal false claims laws, including the civil False Claims Act, and civil monetary penalties laws, which prohibit individuals or entities from, among other things, knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government;
	•	the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, which created additional federal criminal laws that prohibit, among other things, knowingly and willingly executing, or attempting to execute, a scheme or making false statements in connection with the delivery of or payment for health care benefits, items, or services;
	•	HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act and its implementing regulations, which also imposes obligations, including mandatory contractual terms, with respect to safeguarding the privacy, security and transmission of individually identifiable health information on covered entities and their business associates that associates that perform certain functions or activities that involve the use or disclosure of protected health information on their behalf;
	•	the Foreign Corrupt Practices Act, or FCPA, which prohibits companies and their intermediaries from making, or offering or promising to make improper payments to non-U.S. officials for the purpose of obtaining or retaining business or otherwise seeking favorable treatment;   the Civil Monetary Penalty Act of 1981 imposes penalties against any person or entity that, among other things, is determined to have presented or caused to be presented a claim to a federal health care program that the person knows or should know is for an item or service that was not provided as claimed or is false or fraudulent, or offering or transferring remuneration to a federal health care beneficiary that a person knows or should know is likely to influence the beneficiary’s decision to order or receive items or services reimbursable by the government from a particular provider or supplier;

Project	Status		Expected Near Term Milestones
GLIX1	1.	IND cleared by the FDA in August 2025; preparations ongoing for upcoming initiation of Phase 1/2a study in GBM and other cancers	1.	Phase 1/2a study expected to initiate in Q1 2026
Motixafortide	2.	FDA approval received on September 8, 2023 for stem-cell mobilization in multiple myeloma patients.	2.	Out-licensed to Ayrmid in November 2024; five-year long-term follow-up of GENESIS patients ongoing
	3.	Reported preliminary data in September 2023 from single-arm pilot phase of the investigator-initiated Phase 2 combination trial in first-line PDAC. Of 11 patients with metastatic pancreatic cancer enrolled, 7 patients (64%) experienced partial response (PR), of which 6 (55%) were confirmed PRs with one patient experiencing resolution of the hepatic (liver) metastatic lesion. 3 patients (27%) experienced stable disease, resulting in a disease control rate of 91%. Based on these encouraging preliminary results, study was substantially revised to a multi-institution, randomized Phase 2b trial of 108 patients. In May 2025, reported updated results from the pilot phase indicating that four of 11 patients remained progression free after more than one year. Two patients underwent definitive treatment for mPDAC – one had complete resolution of all radiologically detected liver lesions and underwent definitive radiation to the primary pancreatic tumor, and one had a sustained partial response and underwent pancreaticoduodenectomy with pathology demonstrating a complete response. An analysis of pre- and on-treatment biopsies and peripheral blood mononuclear cells (PBMCs) also revealed that CD8+ T-cell tumor infiltration increased across all eleven patients treated with the motixafortide combination.	3.	First patient dosed in randomized study in February 2024. Interim futility analysis planned for 2026 and full enrollment projected for 2027*
	4.	Phase 1 study for gene therapies in SCD (with Washington University School of Medicine in St. Louis)**, which was initiated in December 2023	4.	Study completed during 2025. Final results from the study were presented at ASH Annual Meeting in December 2025. A summary of the published abstract is disclosed in this report above – see “Motixafortide”, “Stem cell mobilization”, “Sickle Cell Disease”
	5.	Phase 1 study for gene therapies in SCD (with St. Jude Children’s Research Hospital, Inc.)**	5.	First patient dosed in February 2025, with data planned in 2026*
	6.	IND approved in China for initiation of pivotal bridging study in SCM under license agreement with Gloria	6.	First patient dosed in December 2025
	7.	Phase 2b randomized study in first-line PDAC in China under license agreement with Gloria	7.	IND submission and protocol finalization is currently delayed***

*	These studies are investigator-initiated studies; therefore, the timelines are ultimately controlled by the independent investigators and are subject to change.

**	Study to be continued under the Ayrmid License Agreement

***	The planned study of motixafortide in China under the Gloria License Agreement is currently not advancing according to schedule and it is unclear when such study will be initiated, if at all.

	•	the number of sites included in the clinical trials;
	•	the length of time required to enroll suitable patients;
	•	the number of patients that participate, and are eligible to participate, in the clinical trials;
	•	the duration of patient follow-up;
	•	whether the patients require hospitalization or can be treated on an outpatient basis;
	•	the development stage of the therapeutic candidate; and
	•	the efficacy and safety profile of the therapeutic candidate.

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the progress and costs of our preclinical studies, clinical trials and other research and development activities;

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the scope, prioritization and number of our clinical trials and other research and development programs;

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the amount of revenues we receive, if any, under our collaboration or licensing arrangements;

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the costs of the development and expansion of our operational infrastructure;

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the costs and timing of obtaining regulatory approval of our therapeutic candidates;

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our success in effecting out-licensing arrangements with third parties;

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the ability of our collaborators and licensees to achieve development milestones, marketing approval and other events or developments under our collaboration and out-licensing agreements;

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the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights;

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the costs and timing of securing manufacturing arrangements for clinical or commercial production;

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the costs of establishing sales and marketing capabilities or contracting with third parties to provide these capabilities for us;

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the costs of acquiring or undertaking development and commercialization efforts for any future therapeutic candidates;

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the magnitude of our general and administrative expenses;

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interest and principal payments on the loan from BlackRock;

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any cost that we may incur under current and future licensing arrangements relating to our therapeutic candidates; and

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market conditions.

Name		Age		Position(s)
Philip A. Serlin, CPA, MBA		65		Chief Executive Officer
Mali Zeevi, CPA		50		Chief Financial Officer
Ella Sorani, Ph.D.		58		Chief Development Officer
Aharon Schwartz, Ph.D. (1)		83		Chairman of the Board of Directors, Class III Director
Rami Dar, MBA (1)(2)(3)(4)		69		Class I Director
B.J. Bormann, Ph.D. (1)(3)		67		Class II Director
Raphael Hofstein, Ph.D. (1)(2)(3)		76		Class II Director
Avraham Molcho, M.D. (1)(2)(3)		68		Class I Director
Sandra Panem, Ph.D. (1)(4)		79		Class III Director
Shaoyu Yan, Ph.D.		61		Class III Director
Gal Cohen (1)		53		Class I Director

	(1)	Independent director under applicable Nasdaq Capital Market, as affirmatively determined by our board of directors.
	(2)	A member of our audit committee.
	(3)	A member of our compensation committee.
	(4)	A member of our investment monitoring committee

		Salaries, fees, commissions and bonuses				Pension, retirement, options and other similar benefits
		(in thousands of U.S. dollars)
All directors and senior management as a group, consisting of 13 persons			1,295				577

Name and Position		Salary(1)				Social Benefits(2)				Bonuses(3)				Value of Share-Based Compensation(4)				All Other Compensation(5)				Total
		(in thousands of U.S. dollars)
Philip A. Serlin Chief Executive Officer			296				93				148				81				23				641
Mali Zeevi Chief Financial Officer			195				57				73				12				23				360
Ella Sorani Chief Development Officer			221				59				83				12				23				397

(1)

Amounts shown for 2025 reflect a 10% base salary reduction agreed to by management during the first three quarters of 2025; base salaries were reinstated to their prior levels effective as of the fourth quarter of 2025.

(2)

“Social Benefits” include payments to the National Insurance Institute, advanced education funds, managers’ insurance and pension funds, vacation pay and recuperation pay as mandated by Israeli law.

	(3)	Does not include annual bonuses for 2025, which remain subject to the approval of the Company’s compensation committee and board of directors.
	(4)	Consists of amounts recognized as share-based compensation expense on the Company’s statement of comprehensive loss for the year ended December 31, 2025.
	(5)	“All Other Compensation” includes automobile-related expenses pursuant to the Company’s automobile leasing program, telephone, basic health insurance and holiday presents.

	•	the Class I directors, consisting of Dr. Avraham Molcho, Mr. Rami Dar and Gal Cohen, will hold office until our annual general meeting of shareholders to be held in 2027;
	•	the Class II directors, consisting of Dr. B.J. Bormann and Dr. Raphael Hofstein, will hold office until our annual general meeting of shareholders to be held in 2028; and
	•	the Class III directors, consisting of Dr. Sandra Panem, Dr. Aharon Schwartz and Dr. Shaoyu Yan, will hold office until our annual general meeting of shareholders to be held in 2026.

	•	oversight of the company’s independent registered public accounting firm and recommending the engagement, compensation or termination of engagement of our independent registered public accounting firm to our board of directors in accordance with Israeli law;
	•	recommending the engagement or termination of the office of our internal auditor; and
	•	reviewing and pre-approving the terms of audit and non-audit services provided by our independent auditors.

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to make recommendations to the board of directors for its approval of (i) a compensation policy for office holders, (ii) once every three years whether to extend the then current compensation policy (approval of either a new compensation policy or the continuation of an existing compensation policy must, in any case, occur every three years); and (iii) periodic updates to the compensation policy which may be required from time to time. In addition, the compensation committee is required to periodically examine the implementation of the compensation policy; and

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to approve transactions relating to terms of office and employment of company office holders that require the approval of the compensation committee pursuant to the Companies Law (including determining whether the compensation terms of a candidate for chief executive officer of the company need not be brought to approval of the shareholders).

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the total of opposing votes from among the shareholders who are non-controlling shareholders and shareholders who do not have a personal interest in the matter does not exceed 2% of all the voting rights in the company.

	•	a person (or a relative of a person) who holds more than 5% of the company’s shares;
	•	a person (or a relative of a person) who has the power to appoint a director or the general manager of the company;
	•	an executive officer or director of the company (or a relative thereof); or
	•	a member of the company’s independent accounting firm.

	•	information on the advisability of a given action brought for his or her approval or performed by virtue of his or her position; and
	•	all other important information pertaining to these actions.

	•	refrain from any act involving a conflict of interest between the performance of his or her duties in the company and his or her other duties or personal affairs;
	•	refrain from any activity that is competitive with the business of the company;
	•	refrain from exploiting any business opportunity of the company for the purpose of gaining a personal advantage for himself or herself or others; and
	•	disclose to the company any information or documents relating to the company’s affairs which the office holder received as a result of his or her position as an office holder.

	•	a transaction other than in the ordinary course of business;
	•	a transaction that is not on market terms; or
	•	a transaction that may have a material impact on the company’s profitability, assets or liabilities.

	•	at least a majority of the shares held by shareholders who have no personal interest in the matter who are present and voting at the meeting must be voted in favor of approving the transaction, excluding abstentions; or
	•	the shares voted by shareholders who have no personal interest in the matter who are present and vote against the transaction represent no more than 2% of the voting rights in the company.

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an amendment to the articles of association;

	•	an increase in the company’s authorized share capital;
	•	a merger; and

•

the approval of related party transactions and acts of office holders that require shareholder approval under the Companies Law.

•

monetary liability imposed on him or her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court. However, if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable under the circumstances, and such undertaking shall detail the abovementioned foreseen events and amount or criteria;

	•	reasonable litigation expenses, including attorneys’ fees, incurred by the office holder (i) as a result of an investigation or proceeding instituted against him or her by an authority authorized to conduct such investigation or proceeding, provided that (1) no indictment was filed against such office holder as a result of such investigation or proceeding; and (2) no financial liability was imposed upon him or her as a substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability (such as a criminal penalty) was imposed, it was imposed with respect to an offense that does not require proof of criminal intent and (ii) in connection with a monetary sanction;
	•	a monetary liability imposed on an office holder in favor of an injured party at an Administrative Procedure (as defined below) pursuant to Section 52(54)(a)(1)(a) of the Israeli Securities Law;
	•	expenses incurred by an office holder or certain compensation payments made to an injured party that were instituted against an office holder in connection with an Administrative Procedure under the Israeli Securities Law, including reasonable litigation expenses and reasonable attorneys’ fees; and
	•	reasonable litigation expenses, including attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the company, on its behalf or by a third party or in connection with criminal proceedings in which the office holder was acquitted or as a result of a conviction for an offense that does not require proof of criminal intent.

	•	a breach of duty of loyalty to the company, provided that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;
	•	a breach of duty of care to the company or to a third party, including a breach arising out of the negligent (but not intentional or reckless) conduct of the office holder;
	•	a financial liability imposed on the office holder in favor of a third party;
	•	a monetary liability imposed on the office holder in favor of an injured party in an Administrative Procedure pursuant to Section 52(54)(a)(1)(a) of the Israeli Securities Law; and
	•	expenses, including reasonable litigation expenses and reasonable attorneys’ fees, incurred by an office holder in connection with an Administrative Procedure instituted against him or her pursuant to certain provisions of the Israeli Securities Law.

	•	a breach of duty of loyalty, except for indemnification and insurance for a breach of the duty of loyalty to the company to the extent that the office holder acted in good faith and had a reasonable basis to believe that the act would not prejudice the company;
	•	a breach of duty of care committed intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;
	•	an act or omission committed with intent to derive illegal personal benefit; or
	•	a fine, monetary sanction or forfeit levied against the office holder.

		December 31,
		2023				2024				2025
Management and administration			12				8				7
Research and development			29				19				17
Commercialization and business development			38				1				-
Total			79				28				24

	●	each of our directors and senior management;
	●	all of our directors and senior management as a group; and

●

each person (or group of affiliated persons) known by us to be the beneficial owner of 5% or more of the outstanding ordinary shares.

	(1)	Based on Schedule 13D filed with the SEC on October 26, 2023. According to the Schedule 13D, includes 170,728 ADS, representing 102,437,055 ordinary shares held by Hong Seng Technology Limited. Lepu (Hong Kong) Co., Limited holds 66.67% equity interest of Hong Seng Technology Limited. Lepu Holdings Limited holds 99.5% equity interest of Lepu (Hong Kong) Co., Limited. Lepu Medical (Europe) Cooperatief U.A. holds 100% equity interest of Lepu Holdings Limited. Lepu Medical Technology (Beijing) Co., Ltd. holds 99.95% equity interest of Lepu Medical (Europe) Cooperatief U.A. Lepu Medical Technology (Beijing) Co., Ltd. is a company publicly listed on Shenzhen Stock Exchange in the PRC (300003.SZ).
	(2)	Includes 3,705,000 ordinary shares and 3,276,600 ordinary shares issuable upon exercise of outstanding options currently exercisable or exercisable within 60 days of March 18, 2026. Does not include 1,027,200 ordinary shares issuable upon exercise of outstanding options that are not exercisable within 60 days of March 18, 2026.
	(3)	Includes 3,276,600 ordinary shares issuable upon exercise of outstanding options currently exercisable or exercisable within 60 days of March 18, 2026. Does not include 1,027,200 ordinary shares issuable upon exercise of outstanding options that are not exercisable within 60 days of March 18, 2026.
	(4)	Includes 2,827,800 ordinary shares issuable upon exercise of outstanding options currently exercisable or exercisable within 60 days of March 18, 2026. Does not include 1,027,200 ordinary shares issuable upon exercise of outstanding options that are not exercisable within 60 days of March 18, 2026.
	(5)	Includes 3,276,600 ordinary shares issuable upon exercise of outstanding options currently exercisable or exercisable within 60 days of March 18, 2026. Does not include 1,027,200 ordinary shares issuable upon exercise of outstanding options that are not exercisable within 60 days of March 18, 2026.

	(7)	Includes 3,276,600 ordinary shares issuable upon exercise of outstanding options currently exercisable or exercisable within 60 days of March 18, 2026. Does not include 1,027,200 ordinary shares issuable upon exercise of outstanding options that are not exercisable within 60 days of March 18, 2026.
	(8)	Includes 1,027,800 ordinary shares issuable upon exercise of outstanding options currently exercisable or exercisable within 60 days of March 18, 2026. Does not include 1,027,200 ordinary shares issuable upon exercise of outstanding options that are not exercisable within 60 days of March 18, 2026.

(9)

Includes 171,600 ordinary shares and 18,055,200 ordinary shares issuable upon exercise of outstanding options and PSUs currently exercisable or exercisable within 60 days of March 18, 2026. Does not include 1,123,800 ordinary shares issuable upon exercise of outstanding options and PSUs that are not exercisable within 60 days of March 18, 2026.

(10)

Includes 328,200 ordinary shares and 4,417,800 ordinary shares issuable upon exercise of outstanding options and PSUs currently exercisable or exercisable within 60 days of March 18, 2026. Does not include 24,570,600 ordinary shares issuable upon exercise of outstanding options and PSUs that are not exercisable within 60 days of March 18, 2026.

	(11)	Includes 66,600 ordinary shares and 4,631,400 ordinary shares issuable upon exercise of outstanding options and PSUs currently exercisable or exercisable within 60 days of March 18, 2026. Does not include 24,569,400 ordinary shares issuable upon exercise of outstanding options and PSUs that are not exercisable within 60 days of March 18, 2026.
	(12)	See footnotes (2)-(11) for certain information regarding beneficial ownership.

	•	amendments to our Articles of Association;
	•	appointment, termination or the terms of service of our auditors;
	•	appointment of external directors (if applicable);
	•	approval of certain related party transactions;
	•	increases or reductions of our authorized share capital;

•

a merger; and

•

the exercise of our board of directors’ powers by a general meeting, if our board of directors is unable to exercise its powers and the exercise of any of its powers is required for our proper management.

	•	the excess distribution or gain would be allocated ratably over the Non-Electing U.S. Investor’s holding period for the ordinary shares or ADSs;
	•	the amount allocated to the current taxable year and any year prior to us becoming a PFIC would be taxed as ordinary income; and
	•	the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.

•

taxes and other governmental charges;

a.	Disclosure Controls and Procedures

b.	Management’s Annual Report on Internal Control over Financial Reporting

c.	Attestation Report of Registered Public Accounting Firm

d.	Changes in Internal Control over Financial Reporting

		Year Ended December 31,
		2024				2025
Services Rendered		(in thousands of U.S. dollars)
Audit Fees(1)			160				140
Audit-Related Fees(2)			40				26
Tax Fees(3)			41				22
Total			211				188

	(1)	Audit fees consist of services that would normally be provided in connection with statutory and regulatory filings or engagements, including services that generally only the independent accountant can reasonably provide.
	(2)	Audit-related services relate to reports to the IIA and services in connection with a public listing or offering.
	(3)	Tax fees relate to tax planning and advice in connection with certain transactions.

•

Distribution of periodic reports to shareholders. Under Israeli law, a public company whose shares are traded on the TASE, is not required to distribute periodic reports directly to shareholders and the generally accepted business practice in Israel is not to distribute such reports to shareholders but to make such reports publicly available through a public website. We will only mail such reports to shareholders upon request. In addition, we make our audited financial statements available to our shareholders at our offices.

	•	Quorum. While the Nasdaq Rules require that the quorum for purposes of any meeting of the holders of a listed company’s common voting stock, as specified in the company’s bylaws, be no less than 33 1/3% of the company’s outstanding common voting stock, as permitted under the Companies Law, our Articles of Association provide that a quorum of two or more shareholders holding at least 25% of the voting rights in person or by proxy is required for commencement of business at a general meeting (and, with respect to an adjourned meeting, a quorum consists of any number of shareholders present in person or by proxy).
	•	Nomination of Directors. We follow Israeli corporate governance practices instead of the requirements of the Nasdaq Rules with regard to the nomination committee and director nomination procedures. Israeli law and practice does not require director nominations to be made by a nominating committee of our board of directors consisting solely of independent directors, as required under the Nasdaq Rules. In accordance with Israeli law and practice, directors are recommended by our board of directors for election by our shareholders (other than directors elected by our board of directors to fill a vacancy), and certain of our shareholders may nominate candidates for election as directors by the general meeting of shareholders in accordance with the Companies Law and our Articles of Association.
	•	Compensation of Officers. We follow Israeli law and practice with respect to the approval of officer compensation, pursuant to which transactions with office holders regarding their terms of office and employment generally require the approval of the compensation committee, the board of directors and under certain circumstances (such as if the officer is a director or controlling shareholder) the shareholders, either in accordance with our compensation policy or, in special circumstances in deviation therefrom, taking into account certain considerations set forth in the Companies Law. See “Item 6.C- Directors, Senior Management and Employees - Board Practices - Compensation Committee” for information regarding the Compensation Committee, and “Item 6.C - Directors, Senior Management and Employees - Approval of Related Party Transactions under Israeli Law” for information regarding the approvals required with respect to approval of terms of office and employment of office holders, pursuant to the Companies Law.
	•	Approval of Related Party Transactions. We follow Israeli law and practice with respect to the approval of interested party acts and transactions, as set forth in sections 268 to 275 of the Companies Law, and the regulations promulgated thereunder, which generally require the approval of the audit committee, the board of directors and, under certain circumstances (such as if the transaction is with a controlling shareholder or another party in which the controlling shareholder has a personal interest) the shareholders, as may be applicable, for specified transactions. See “Item 6.C- Directors, Senior Management and Employees -Board Practices - Approval of Related Party Transactions under Israeli Law” for information regarding the approvals required with respect to approval of related party transactions pursuant to the Companies Law.
	•	Shareholder Approval. We intend to seek shareholder approval for all corporate actions requiring such approval in accordance with the requirements of the Companies Law, which are different or in addition to the requirements for seeking shareholder approval under Nasdaq Listing Rule 5635, rather than seeking approval for corporation actions in accordance with such listing rules.
	•	Equity Compensation Plans. We do not necessarily seek shareholder approval for the establishment of, and amendments to, stock option or equity compensation plans (as set forth in Nasdaq Listing Rule 5635(c)), as such matters are not subject to shareholder approval under Israeli law and practice. However, any equity-based compensation arrangement with a director or the chief executive officer or the material amendment of such an arrangement must be approved by our Compensation Committee, board of directors and shareholders, in that order.