UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

☐ TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number: 001-39341

T3 DEFENSE INC.

(Exact name of registrant as specified in its charter)

Delaware		38-3912845
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

575 Fifth Ave, 14^th Floor, New York, New York 10017

(Address of principal executive offices, including zip code)

212-791-4663

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	DFNS	The Nasdaq Global Market

Warrants, each warrant exercisable for one Share of Common Stock for $11,500.00 per share	DFNSW	The Nasdaq Global Market

Securities registered under Section 12(g) of the Exchange Act: None

Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.

Class		Outstanding August 14, 2026
Common Stock, $0.0001 par value per share		1,663,806 shares

T3 DEFENSE INC.

FORM 10-Q

June 30, 2026

TABLE OF CONTENTS

		Page No.
PART I - FINANCIAL INFORMATION
Item 1.
	Unaudited Condensed Consolidated Balance Sheet as of June 30, 2026 and December 31, 2025	F-2
	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the Six and Three Months Ended June 30, 2026 and 2025	F-4
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the Six and Three Months Ended June 30, 2026 and 2025	F-6
	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025	F-9
	Notes to Unaudited Condensed Consolidated Financial Statements	F-12

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4.	Controls and Procedures	8
Item 5.	Other	8

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	9
Item 1A.	Risk Factors	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3.	Defaults Upon Senior Securities	9
Item 4.	Mine Safety Disclosures	9
Item 5.	Other Information	9
Item 6.	Exhibits	9
Signatures		10

Table of contents

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements that involve a number of risks and uncertainties which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Although our forward-looking statements reflect the good faith judgment of our management, these statements can be based only on facts and factors of which we are currently aware. Consequently, forward-looking statements are inherently subject to risks and uncertainties. Actual results and outcomes may differ materially from results and outcomes discussed in the forward-looking statements.

Forward-looking statements can be identified by the use of forward-looking words such as “may,” “will,” “should,” “anticipate,” “believe,” “expect,” “plan,” “future,” “intend,” “could,” “estimate,” “predict,” “hope,” “potential,” “continue,” or the negative of these terms or other similar expressions. These statements include, but are not limited to, statements under the captions “Risk Factors,” “Management’s Discussion and Analysis or Plan of Operation” and “Description of Business,” as well as other sections in this report. Such forward-looking statements are based on our management’s current plans and expectations and are subject to risks, uncertainties and changes in plans that may cause actual results to differ materially from those anticipated in the forward-looking statements. You should be aware that, as a result of any of these factors materializing, the trading price of our common stock may decline. These factors include, but are not limited to, the following:

●

the availability and adequacy of capital to support and grow our business;

●

economic, competitive, business and other conditions in our local and regional markets;

●

actions taken or not taken by others, including competitors, as well as legislative, regulatory, judicial and other governmental authorities;

●

competition in our industry;

●

changes in our business and growth strategy, capital improvements or development plans;

●

the availability of additional capital to support development; and

●

other factors discussed elsewhere in this quarterly report.

The cautionary statements made in this quarterly report are intended to be applicable to all related forward-looking statements wherever they may appear in this report.

We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We undertake no obligation to publicly update any forward looking-statements, whether as a result of new information, future events or otherwise.

All references in this Form 10-Q that refer to the “Company”, “T3”, “we,” “us” or “our” refer to T3 Defense Inc. and its consolidated subsidiaries.

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PART I - FINANCIAL INFORMATION

T3 DEFENSE INC.

CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

AS OF JUNE 30, 2026

TABLE OF CONTENTS

		Page
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
Unaudited Condensed Consolidated Interim Balance sheets as of June 30, 2026, and December 31, 2025		F-2
Unaudited Condensed Consolidated Interim Statements of Operations and Comprehensive Income (Loss) for six and three months ended June 30, 2026 and 2025		F-4
Unaudited Condensed Consolidated Interim Statements of Stockholders’ Deficit for the period of six and three months ended June 30, 2026 and 2025		F-6
Unaudited Condensed Consolidated Interim Statements of Cash Flows for the six months ended June 30, 2026 and 2025		F-9
Notes to unaudited condensed consolidated financial statements		F-12

F-1

Table of contents

T3 DEFENSE INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

(USD in thousands, except share and per share data)

	June 30,		December 31,
	2026		2025
Assets
Current Assets
Cash and cash equivalents		4,085		2,627
Current assets of consolidated variable interest entities
Cash and cash equivalents		751		1,270
Other current assets		137		102
Short term deposits and restricted cash		365		50
Marketable securities		2,175		250
Inventories		4,738		-
Note receivable - related party		-		4,500
Due from related parties		-		1,641
Accounts receivable		3,576		506
Other current assets		2,890		224
Loan granted		2,525		2,385

Total Current assets		21,242		13,555

Non-Current Assets
Operating right of use assets		4,189		823
Non-Current assets of consolidated variable interest entities
Cash and securities held in trust account		175,889		172,779
Other non-current assets		-		36
Investment under the fair value option		2,454		-
Property and equipment, net		575		101
Goodwill		99,047		7,688
Other intangible assets		12,196		7,388
Intangible assets		-		16
Deferred taxes		318		-
Funds in respect of employee rights upon termination		90		-
Total Non-Current assets		294,758		188,831

Total Assets		316,000		202,386

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-2

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T3 DEFENSE INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM BALANCE SHEETS

(USD in thousands, except share and per share data)

	June 30,			December 31,
	2026			2025
Liabilities and Stockholders' Deficit
Current Liabilities
Short term loan		4,506			12
Accounts payable		4,035			124
Operating lease liability, current portion		1,362			504
Promissory note – related party		2,061			-
Due to related parties		181			255
Other current liabilities		6,059			3,117
Other current liabilities of consolidated variable interest entities		255			104
Loans payable - former related parties, current maturities		750			842
Stock purchase warrant liabilities		124,387			24,521
Deferred considerations		9,592			14,067

Total current liabilities		153,188			43,546

Non-Current liabilities
Non-current operating lease liabilities		2,685			143
Loan payable - former related parties, net of current maturities		3,285			850
Liability in respect of employee rights upon termination		114			-
Deferred tax liability		498			647
Total Non-Current liabilities		6,582			1,640

Total Liabilities		159,770			45,186

Noncontrolling interests Subject to Possible Redemption		175,889			172,779

Stockholders' Deficit
Preferred stock ($0.0001 par value; 15,000,000 shares authorized; 200 and 0 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively)		(*)-			-
Common stock ($0.0001 par value; 150,000,000 shares authorized; 758,660 and 152,206 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively)		10			2
Additional paid-in capital		207,104			102,737
Accumulated other comprehensive loss		(276	)		-
Accumulated deficit		(232,162	)		(122,527	)
Total Company’s stockholders’ deficit		(25,324	)		(19,788	)
Non-controlling interest		5,665			4,209
Total stockholders’ deficit		(19,659	)		(15,579	)
Total liabilities and stockholders’ deficit		316,000			202,386

(*) Less than $1 thousand.

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-3

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T3 DEFENSE INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS

(USD in thousands, except share and per share data)

	Six Months Ended						Three Months Ended
	June 30,						June 30,
	2026			2025			2026			2025

Revenues		7,649			-			3,996			-
Cost of revenues		(6,265	)		-			(2,983	)		-
Gross profit		1,384			-			1,013			-
Operating expenses
Research and development expenses		(622	)		-			(348	)		-
Selling and marketing expenses		(341	)		-			(184	)		-
General and administrative expenses		(7,121	)		(2,555	)		(3,593	)		(1,048	)
General and administrative expenses of consolidated variable interest entities		(489	)		-			(266	)		-
Total operating expenses		(8,573	)		(2,555	)		(4,391	)		(1,048	)

Loss from operations		(7,189	)		(2,555	)		(3,378	)		(1,048	)

Other income (expenses)
Interest expense		(3,414	)		(372	)		(825	)		(207	)
Interest income of consolidated variable interest entities		3,110			-			1,321			-
Interest on related parties promissory note		(354	)		(51	)		-			(17	)
Loss on marketable securities		(3,705	)		-			(3,705	)		-
Penalty – late registration		-			(800	)		-			(800	)
Change in fair value - convertible note		5,392			588			-			20
Change in fair value - stock purchase warrant liabilities		(107,641	)		109,406			(81,006	)		5,128
Other income		1,710			161			1,710			161
Total other income (expense), net		(104,902	)		108,932			(82,505	)		4,285
Net income (loss) before income taxes		(112,091	)		106,377			(85,883	)		3,237
Income taxes		152			-			190			-
Net income (loss) from continuing operation		(111,939	)		106,377			(85,693	)		3,237
Gain (loss) from discontinued operations		4,159			(400	)		4,263			(218	)
Net income (loss)		(107,780	)		105,977			(81,430	)		3,019
Net income attributable to non-controlling interests		1,854			-			1,058			-
Net income (loss) attributable to the Company's stockholders		(109,634	)		105,977			(82,488	)		3,019
Net income (loss)		(107,780	)		105,977			(81,430	)		3,019
Earnings (loss) per share from continuing operations (basic) (*)		(328.4	)		2,550			(182.8	)		77.5
Earnings (loss) per share from discontinued operations (basic) (*)		12.1			(9.610	)		9.00			(5.00	)
Total loss per share (basic) (*)		(316.3	)		2,540.39			(173.8	)		72.5

Weighted average number of shares of Common Stock outstanding - basic		353,309			41,721			480,024			41,975
Earnings (loss) per share from continuing operations (diluted) (*)		(328.4	)		2,378			(182.8	)		72.5
Loss per share from discontinued operations (diluted) (*)		12.1			(8.75	)		9.00			(5.00	)
Total loss per share (diluted)(*)		(316.3	)		2,369			(173.8	)		67.50

Weighted average number of shares of Common Stock outstanding – diluted(*)		353,309			44,737			480,024			28,991

(*)

Share amounts have been retroactively adjusted to reflect the 1-for-125 Reverse Stock Split (see Note 1).

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements

F-4

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T3 DEFENSE INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(USD in thousands, except share and per share data)

	Six Months Ended						Three Months Ended
	June 30,						June 30,
	2026			2025			2026			2025

Comprehensive income (loss):
Net income (loss)		(107,780	)		105,977			(81,430	)		3,019
Unrealized foreign currency translation loss		(240	)		(182	)		(483	)		(123	)

Comprehensive income (loss)		(108,020	)		105,795			(81,913	)		2,896

Comprehensive income attributable to non-controlling interests		1,751			-			827			-
Comprehensive income (loss) attributable to the Company’s stockholders		(109,771	)		105,795			(82,740	)		2,896
Comprehensive income (loss)		(108,020	)		105,795			(81,913	)		2,896

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-5

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T3 DEFENSE INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(USD in thousands, except share and per share data)

	Preferred Stock				Common Stock
	Number of Shares		Amount		Number of Shares ()**		Amount		Additional paid-in capital			Accumulated deficit			Accumulated Other Comprehensive Income (Loss)			Non-controlling interest			Total stockholders’ equity (deficit)

BALANCE AT DECEMBER 31, 2025		-		-		152,206		2		102,737			(122,527	)		-			4,209			(15,579	)
Issuance of common stock from exercise of warrants		-		-		27,871		*		4,960			-			-			-			4,960
Stock-based compensation		-		-		3,800		*		1,907			-			-			-			1,907
Issuance of common stock in relation to private placement		-		-		19,512		*		*			-			-			-			*
Issuance of preferred stock in relation to private placement		200		-		-		-		-			-			-			-			-
Issuance of common stock for purchase of subsidiaries		-		-		52,963		1		24,902			-			-			-			24,903
Conversion of note into equity		-		-		13,000		*		3,153			-			-			-			3,153
Equity classified warrants issued as part of purchase of subsidiaries		-		-		-		-		45,646			-			-			-			45,646
Shares issued as penalty		-		-		585		*		*			-			-			-			*
Shares issued to settle commitment under ELOC agreement		-		-		2,439		*		*			-			-			-			*
Issuance of shares from ELOC exercises		-		-		31,745		1		3,529			-			-			-			3,530
Issuance of shares for settlement of debt on related party		-		-		1,600		*		300			-			-			-			300
Subsidiary consolidation for the first time		-		-		-		-		-			-			(139	)		1,739			1,600
Accretion of noncontrolling interests subject to possible redemption		-		-		-		-		(1,275	)		-			-			(514	)		(1,789	)
Foreign currency translation adjustments		-		-		-		-		-			-			115			128			243
Comprehensive loss for the period		-		-		-		-		-			(27,147	)		-			796			(26,351	)
BALANCE AT MARCH 31, 2026		200		-		305,721		4		185,859			(149,674	)		(24	)		6,358			42,523

(*)

Less than $1 thousand.

(**)

Share amounts have been retroactively adjusted to reflect the 1-for-125 Reverse Stock Split (see Note 1).

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-6

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T3 DEFENSE INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(USD in thousands, except share and per share data)

	Preferred Stock				Common Stock
	Number of Shares		Amount		Number of Shares (**)		Amount		Additional paid-in capital			Accumulated deficit			Accumulated Other Comprehensive Income (Loss)			Non-controlling interest			Total stockholders’ equity (deficit)

BALANCE AT MARCH 31, 2026		200		-		305,721		4		185,859			(149,674	)		(24	)		6,358			42,523
Issuance of common stock from exercise of warrants		-		-		211,544		3		12,795			-			-			-			12,798
Issuance of common stock in connection with the VisionWave share exchange		-		-		48,000		1		2,353			-			-			-			2,354
Issuance of common stock in relation to conversion of note		-		-		33,395		-		2,139			-			-			-			2,139
Issuance of shares from ELOC exercises		-		-		160,000		2		4,541			-			-			-			4,543
Transaction with non-controlling interests and deconsolidation of subsidiary		-		-		-		-		358			-			-			(1,140	)		(782	)
Accretion of noncontrolling interests subject to possible redemption		-		-		-		-		(941	)		-			-			(380	)		(1,321	)
Foreign currency translation adjustments		-		-		-		-		-			-			(252	)		(231	)		(483	)
Comprehensive loss for the period		-		-		-		-		-			(82,488	)		-			1,058			(81,430	)
BALANCE AT JUNE 30, 2026		200		-		758,660		10		207,104			(232,162	)		(276	)		5,665			(19,659	)

(*)

Less than $1 thousand.

(**)

Share amounts have been retroactively adjusted to reflect the 1-for-125 Reverse Stock Split (see Note 1).

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-7

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T3 DEFENSE INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

(USD in thousands, except share and per share data)

	Preferred Stock				Common Stock
	Number of Shares		Amount		Number of Shares (**)		Amount		Additional paid-in capital		Accumulated deficit			Accumulated Other Comprehensive Income (Loss)			Non-controlling interest		Total stockholders’ equity (deficit)

BALANCE AT DECEMBER 31, 2024		-		-		39,444		*		37,760		(201,076	)		(34	)		-		(163,350	)
Issuance of common stock from exercise of pre-funded warrants		-		-		667		*		3,056		-			-			-		3,056
Stock-based compensation		-		-		-		-		178		-			-			-		178
Foreign currency translation adjustments		-		-		-		-		-		-			(59	)		-		(59	)
Comprehensive income for the period		-		-		-		-		-		102,958			-			-		102,958
BALANCE AT MARCH 31, 2025		-		-		40,111		*		40,994		(98,118	)		(93	)		-		(57,217	)
Issuance of common stock in relation to settlement agreement		-		-		100		*		157		-			-			-		157
Issuance of common stock in relation to conversion of note		-		-		2,082		*		781		-			-			-		781
Issuance of common stock from exercise of options		-		-		674		*		*		-			-			-		-
Foreign currency translation adjustments		-		-		-		-		-		-			(123	)		-		(123	)
Comprehensive income for the period		-		-		-		-		-		3,019			-			-		3,019
BALANCE AT JUNE 30, 2025		-		-		42,967		*		41,932		(95,099	)		(216	)		-		(53,383	)

(*) Less than $1 thousand.

(**) Share amounts have been retroactively adjusted to reflect the 1-for-125 Reverse Stock Split (see Note 1).

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-8

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T3 DEFENSE INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(USD in thousands, except share and per share data)

	Six months ended
	June 30,
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) for the period		(107,780	)		105,977
Net loss (income) from discontinued operations		(4,159	)		400
Net income (loss) for the period from continuing operation		(111,939	)		106,377
Adjustments required to reconcile net loss for the period to net cash used in operating activities:
Amortization and Depreciation		438			323
Stock-based compensation		1,907			178
Interest earned on marketable securities held in Trust Account		(3,110	)		-
Employee extermination		(14	)		-
Deferred taxes		(162	)		-
Interest on loans		(151	)		-
Gain on sale of subsidiary		(1,744	)		-
Loss on marketable securities		3,705			-
Change in fair value – convertible note embedded derivative		(234	)		(588	)
Change in fair value - stock purchase warrant liabilities		102,231			(109,406	)
Changes in lease assets and lease liabilities		(38	)		-
Changes in operating assets and liabilities:
Trade receivables		(255	)		-
Other current assets		(153	)		(444	)
Due from related parties		-			(132	)
Inventory		(916	)		-
Accounts payable		597			28
Due to affiliates		-			87
Interest payable - related parties		629			51
Accrued expenses and other current liabilities		(686	)		545
Net cash used in operating activities – continuing operations		(9,895	)		(2,981	)
Net cash used in operating activities – discontinuing operations		104			287
Net cash used in operating activities		(9,791	)		(2,694	)

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

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T3 DEFENSE INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(USD in thousands, except share and per share data)

	Six months ended
	June 30,
	2026			2025

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash used in purchase of subsidiaries		(4,476	)		-
Short term deposit		(52	)		-
Deconsolidation of subsidiary		(1,112	)		-
Proceeds from sales short term securities		239			-
Cash provided by purchase of subsidiaries		1,138			-
Payment on property and equipment		(180	)		(15	)
Advance to target of planned acquisition		-			(1,500	)
Net cash used in investing activities		(4,443	)		(1,515	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment on short term bank credit		(455	)		-
Repayment of note payable		(2,543	)		(78	)
Payments of penalty – late registration		-			(800	)
Proceeds from loans payable - related parties		535			-
Repayments of loans		(409	)		-
Payment of liability to former shareholder of a subsidiary		(288	)		-
Company's portion in investment of minority in subsidiary		440			-
Proceeds from issuance of ELOC		8,073			-
Proceeds from issuance of private placement, net		10,000			-

Net cash provided by (used in) financing activities		15,353			(878	)

Effect of exchange rate changes on cash and cash equivalents – continuing operations		-			(4	)
Effect of exchange rate changes on cash and cash equivalents – discontinuing operations		-			107
INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH		1,119			(4,984	)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD, INCLUDING DISCONTINUED OPERATIONS		3,947			7,858
CASH, CASH EQUIVALENTS, RESTRICTED CASH INCLUDING CASH FROM HELD FOR SELL COMPANY AT END OF PERIOD, INCLUDING DISCONTINUED OPERATIONS		5,066			2,874
LESS CASH FROM DISCONTINUED OPERATIONS		-			1,354
CASH, CASH EQUIVALENTS, RESTRICTED CASH INCLUDING CASH FROM DISCONTINUED OPERATIONS AT END OF PERIOD FROM CONTINUING OPERATIONS		5,066			1,520

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-10

Table of contents

T3 DEFENSE INC.

UNAUDITED CONDENSED CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS

(USD in thousands, except share and per share data)

	Six months ended
	June 30,
	2026		2025

Supplemental disclosure of cash flow information:
Cash paid for: Interest		-		6
Non-cash transactions:
Investment in investee		2,354
Fair value of pre-funded warrants exercised		-		3,056
Fair value of the derivative liability extinguished from conversion of convertible note		-		260
Fair value of common stock issued in connection with settlement agreement		-		158
Fair value of common stock issued in connection with conversion of convertible note		-		521
Exercise of Warrants		17,758		-
Initial recognition of operating lease liability and a corresponding right-of- use asset		31		-
Conversion of promissory note		2,439		-
Conversion of note receivable into shares of Nimbus		3,153		-

	Six months ended
	June 30,
	2026
Cash provided by purchase of subsidiaries consolidated for the first time:
Working capital (excluding cash and cash equivalents)		(16,028	)
Long terms assets		7,723
Intangible assets		5,182
Goodwill		91,358
Intangible assets held for sale		905
Long terms liabilities		(19,233	)
Other		139
Non-controlling interest		(635	)
Issuance of common stock and warrants		(70,549	)
Net cash provided by the purchase of subsidiaries consolidated for the first time		(1,138	)

	Six months ended
	June 30,
	2026
Subsidiaries Deconsolidation:
Working capital (excluding cash and cash equivalents)		120
Investment in investee		(452	)
Tangible assets		1
loan from the Company		1,327
Non-controlling interest		116

Net cash derived from deconsolidation of subsidiary		1,112

The accompanying notes are an integral part of the unaudited condensed consolidated financial statements.

F-11