Bioharvest Sciences Inc 6-K, filed Aug 11, 2026
Bioharvest Sciences Inc. (BHST)
About this 6-K
Bioharvest Sciences Inc filed this 6-K on August 11, 2026.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of August, 2026
Commission file number: 001-42389
BIOHARVEST SCIENCES INC.
(Exact name of Registrant as specified in its charter)
Not applicable
(Translation of Registrant’s name into English)
1140-625 Howe Street, Vancouver, British Columbia V6C 2T6, Canada
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
☐ Form 20-F ☒ Form 40-F
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
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Exhibits:
Exhibit | Description |
Unaudited Interim Condensed Consolidated Financial Statements for the Three and Six Months Ended June 30, 2026 | |
Management’s Discussion and Analysis for the Three and Six Months Ended June 30, 2026 | |
Form 52-109F2 - Certification of Interim Filings – Full Certificate - CEO | |
Form 52-109F2 - Certification of Interim Filings – Full Certificate - CFO |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BIOHARVEST SCIENCES INC. |
| (Registrant) |
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|
Date: August 11, 2026 | /s/ David Ryan |
| Name: David Ryan |
| Title: Vice-President, Investor Relations & Secretary |
BioHarvest Sciences Inc.
Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026
Expressed in U.S. dollars in thousands
BioHarvest Sciences Inc.
Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2026
Expressed in U.S. dollars in thousands
TABLE OF CONTENTS
BioHarvest Sciences Inc. and its subsidiaries |
Unaudited Interim Condensed Consolidated Statements of Financial Position |
USD dollars in thousands |
| Note | As of June 30, | As of December 31, |
2026 | 2025 | ||
Assets |
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Current assets |
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|
Cash and cash equivalents |
| $ 15,211 | $ 23,025 |
Bank deposits |
| 1,012 | - |
Trade accounts receivable |
| 2,897 | 1,981 |
Other accounts receivable |
| 1,281 | 935 |
Inventory |
| 5,779 | 4,559 |
Total current assets |
| 26,180 | 30,500 |
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|
Non-current assets |
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|
|
Restricted cash |
| 463 | 433 |
Property, plant and equipment, net |
| 8,945 | 8,326 |
Right-of-use assets, net |
| 8,981 | 8,406 |
Total non-current assets |
| 18,389 | 17,165 |
Total assets |
| $ 44,569 | $ 47,665 |
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Liabilities |
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Current liabilities |
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Trade accounts payable |
| $ 2,747 | $ 2,627 |
Other accounts payable |
| 3,290 | 2,173 |
Deferred revenue |
| 415 | 492 |
Lease liabilities |
| 1,758 | 1,405 |
Loans | 3 | 2,662 | 149 |
Liability for Agricultural Research Organization | 6 | 457 | 452 |
Accrued liabilities |
| 347 | 386 |
Total current liabilities |
| 11,676 | 7,684 |
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Non-current liabilities |
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Lease liabilities |
| 11,275 | 10,130 |
Loans | 3 | - | 2,420 |
Liability for Agricultural Research Organization | 6 | 1,854 | 1,983 |
Total non-current liabilities |
| 13,129 | 14,533 |
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Shareholders’ equity |
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Share capital and contributed surplus | 4 | 133,673 | 133,001 |
Accumulated deficit |
| (113,909) | (107,553) |
Total Shareholders’ equity |
| 19,764 | 25,448 |
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Total liabilities and shareholders’ equity |
| $ 44,569 | $ 47,665 |
August 11, 2026 |
| ‘Zaki Rakib’ |
Date of approval of the financial statements |
| Chief Executive Officer and Chairman of the Board |
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
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BioHarvest Sciences Inc. and its subsidiaries |
Unaudited Interim Condensed Consolidated Statements of Loss and Other Comprehensive Loss |
USD in thousands, except per share data |
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
4
BioHarvest Sciences Inc. and its subsidiaries |
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity |
USD in thousands, except per share data |
| Number of shares | Share Capital and contributed surplus | Accumulated deficit | Total equity |
Balance, December 31, 2025 | 22,666,842 | $ 133,001 | $ (107,553) | $ 25,448 |
Share‑based compensation expense | - | 672 | - | 672 |
Issuance of shares upon vesting of RSUs | 1,000 | - | - | - |
Comprehensive loss for the period | - | - | (6,356) | (6,356) |
Balance, June 30, 2026 | 22,667,842 | $ 133,673 | (113,909) | $ 19,764 |
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
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BioHarvest Sciences Inc. and its subsidiaries |
Unaudited Interim Condensed Consolidated Statements of Cash Flows |
USD in thousands |
| Six Months Ended June 30, | |
| 2026 | 2025 |
Cash flows from operating activities: |
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Net loss | $ (6,356) | $ (6,418) |
Adjustments to reconcile net loss to net cash used in operating activities: |
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Depreciation and Amortization | 920 | 806 |
Interest over Liability for Agricultural Research Organization | 111 | 139 |
Finance expense (income), net | 1,595 | 1,920 |
Share based compensation | 672 | 316 |
Adjustments for changes in working capital: |
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Change in Trade accounts receivable | (916) | (498) |
Change in Other accounts receivable | (361) | (163) |
Change in Inventory | (1,220) | (472) |
Changes in Trade accounts payable, Other accounts payable and Accrued liabilities | 1,462 | 1,402 |
Changes in deferred revenue | (77) | 85 |
Net cash used in operating activities | (4,170) | (2,883) |
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Cash flow from investing activities: |
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Purchase of property and equipment | (1,161) | (1,276) |
Deposit of restricted cash for bank guarantee, net of drawing | - | 4 |
Deposits placed in short-term bank deposits | (1,000) | - |
Net cash used in investing activities | (2,161) | (1,272) |
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Cash flow from financing activities |
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Repayments of lease liabilities | (1,052) | (477) |
Repayments of loans (principal and interest) | (198) | - |
Repayment of royalties’ liability to the Agricultural Research Organization | (215) | - |
Proceeds from loans | - | 5,985 |
Payments of finder fees | (50) | - |
Net cash (used in) provided by financing activities | (1,515) | 5,508 |
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Exchange rate differences on cash and cash equivalents | 32 | (16) |
Increase (decrease) in cash and cash equivalents | (7,846) | 1,353 |
Cash and cash equivalents at the beginning of the period | 23,025 | 2,390 |
Cash and cash equivalents at the end of the period | $ 15,211 | $ 3,727 |
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Supplemental disclosure of significant non-cash transactions: |
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Recognition of right-of-use assets and lease liabilities | 199 | 399 |
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Supplemental disclosure of cash flow information: |
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Taxes paid | - | - |
Interest paid on loans | 48 | 201 |
The accompanying notes are an integral part of the unaudited interim condensed consolidated financial statements.
6
BioHarvest Sciences Inc. and its subsidiaries |
Notes to Unaudited Interim Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 |
(USD in thousands, except per share data) |
NOTE 1 - General:
A.Description of the Company and its operations:
BioHarvest Sciences Inc. (the “Company” or “BioHarvest Sciences”), together with its wholly owned subsidiaries, was incorporated under the Business Corporations Act of British Columbia on April 19, 2013. The Company fully owns BioHarvest Ltd. (“BioHarvest”), a company incorporated in Israel and commenced its activity on July 2007, and Superfood Nutraceuticals Inc. (“Superfood”) a wholly owned subsidiary incorporated in Delaware, USA in July 2014.
In July 2014, BioHarvest incorporated a Delaware based wholly owned subsidiary, BioHarvest Inc (“BioHarvest Inc”).
The Company is publicly listed and traded on the Nasdaq Stock Market under the symbol BHST and traded on the Frankfurt Stock Exchange, Munich Stock Exchange, Stuttgart Stock Exchange and Dusseldorf Stock Exchange under the symbol 8MV0.
In February 2025, the Company completed a voluntary delisting process of its common shares from the Canadian Securities Exchange and continue to be listed on the Nasdaq Stock Market.
The registered address of the Company is 1140-625 Howe St., Vancouver, BC V6C 2T6, Canada.
Description of Business
The Company is a biotechnology company that has developed the Botanical Synthesis Platform Technology, which enables the Company to grow, on an industrial scale, the active and beneficial ingredients in certain fruits and plants without the need to grow the plant itself. The Botanical Synthesis Platform Technology is the only non-genetically modified organism platform that can produce plant cells with significantly higher concentrations of active ingredients (as compared to those that are produced naturally), as well as extremely high levels of solubility and bio-availability. The Botanical Synthesis Platform Technology is economical, ensures consistency and avoids the negative environmental impacts associated with traditional agriculture by providing consistent product production, a year-round production cycle and products that are devoid of sugar, calories and contaminants, such as pesticides, heavy metals and residues.
The Company is currently focused on utilizing the Botanical Synthesis Platform Technology to develop the next generation of science-based and clinically proven therapeutic solutions through two business units:
1.The Products Business Unit - Marketing and sales of science-based health and wellness nutraceutical solutions, sold as dietary supplements, functional food and beverages (capsules, powders, chews, coffee, teas and powder electrolyte beverages). The Products Business Unit sources its red grape cell powder from the CDMO Services Business Unit, it then uses other third-party manufacturers and contractors to encapsulate, integrate, package and ship the finished product for the direct sale to end consumers.
2.The CDMO Services Business Unit - A Contract Development and Manufacturing Organization (“CDMO”) providing end-to-end development and manufacturing services for plant-based active molecules to pharmaceuticals, cosmeceuticals, nutraceuticals and nutrition customers. The CDMO serves both the Company’s Products Business Unit (as its exclusive manufacturer of VINIA® red grape cell powder) and external customers from the pharmaceutical, cosmeceutical, nutraceutical and nutrition industries.
For further details regarding the Company’s operating segments and management’s new approach as of January 1, 2026, please refer to Note 8.
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BioHarvest Sciences Inc. and its subsidiaries |
Notes to Unaudited Interim Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 |
(USD in thousands, except per share data) |
NOTE 1 - General (continued):
B.Going concern:
The unaudited interim condensed consolidated financial statements have been prepared on a going concern basis in accordance with IFRS Accounting Standards. Management has evaluated the Company’s ability to continue as a going concern for a period of at least twelve months from the date these unaudited interim condensed consolidated financial statements are issued.
The Company has a history of operating losses and has not yet achieved sustained cash-flow profitability. For the six months ended June 30, 2026, the Company generated revenues of $17,344 and incurred a net operating loss. As of June 30, 2026, the Company had cash and cash equivalents of $15,211. These conditions, together with the need for continued investment in operations and the uncertainty regarding the timing and availability of additional financing, represent factors that raise substantial doubt about the Company’s ability to continue as a going concern.
The Company may require additional capital to fund its long-term growth strategy and planned capital investments. If required, the Company intends to raise such capital through one or more of the following: the issuance of equity or equity-linked securities, debt financing, strategic collaborations, licensing arrangements or other financing transactions. The Company is listed on the Nasdaq Capital Market and has previously demonstrated access to the capital markets; however, there can be no assurance that additional financing will be available on acceptable terms, or at all.
Based on management’s assessment, the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, despite the factors noted above, the going concern basis of preparation remains appropriate, and these unaudited interim condensed consolidated financial statements do not include any adjustments that might result from the outcome of uncertainties related to the going concern assessment.
The unaudited interim condensed consolidated financial statements of the Company were authorized for issue by the Board of Directors on August 11, 2026.
C.War in Israel:
The Company’s principal place of business, operations and its facilities, where most of its employees are employed, are located in Rehovot and Yavne, Israel. In addition, the majority of the Company’s key employees and senior management are Israeli citizens.
On October 7, 2023, Hamas militants infiltrated Israel’s southern border from the Gaza Strip and carried out attacks against civilian and military targets in Israel. Following these events, the Government of Israel declared war against Hamas and the Israel Defense Forces initiated a large-scale mobilization of military reservists. Hostilities between Israel and Hamas continued through 2023, 2024 and 2025. On October 9, 2025, the Israeli Cabinet approved a ceasefire and hostage exchange agreement between Israel and Hamas that was brokered by the United States and took effect on October 10, 2025.
During this period, hostilities also escalated along Israel’s northern border involving Hezbollah forces operating from Lebanon. On November 27, 2024, Israel and Lebanon agreed to a ceasefire arrangement that remained in effect until February 18, 2025.
In June 2025, tensions between Israel and Iran escalated significantly and resulted in military operations between the two countries. On June 24, 2025, Israel and Iran agreed to an immediate ceasefire.
On February 28, 2026, the United States and Israel conducted coordinated aerial operations targeting military and governmental facilities in Iran. Subsequently, Iran launched missile attacks across parts of the Middle East and Hezbollah launched barrages of rockets toward northern Israel, leading to retaliatory actions by Israel.
On April 5, 2026, a ceasefire agreement was reached between Israel, the United States and Iran, which took effect immediately. As of the date of these unaudited interim condensed consolidated financial statements, the ceasefire remains in place, and the immediate hostilities have subsided.
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BioHarvest Sciences Inc. and its subsidiaries |
Notes to Unaudited Interim Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 |
(USD in thousands, except per share data) |
NOTE 1- General (continued):
Notwithstanding the ceasefire, the regional security situation continues to create uncertainty and could adversely affect Israel’s economy, the Company’s operations, employees, business partners, supply chain and overall business environment. The Company confirms that it has a business continuity plan and procedures in place, ensuring operational and financial continuity. As of the date of these unaudited interim condensed consolidated financial statements, the Company has not experienced a material adverse impact on its operations; however, the Company continues to monitor the situation closely and cannot predict the ultimate impact that these developments may have on its business, financial condition or results of operations.
NOTE 2 - Basis of Preparation:
These unaudited interim condensed consolidated financial statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standard Board (collectively IFRS Accounting Standards). These interim unaudited condensed consolidated financial statements have been prepared in accordance with International Accounting Standards IAS 34 Interim Financial Reporting.
These unaudited interim condensed consolidated financial statements do not include all the information required for annual consolidated financial statements and should be read in conjunction with the Company’s annual consolidated financial statements as of December 31, 2025. The significant accounting policies applied in the annual consolidated financial statements of the Company as of December 31, 2025, are applied consistently in these unaudited interim consolidated financial statements.
New Accounting Policy applicable to current period transactions
The following accounting policy has been adopted during the current reporting period in connection with transactions and events that are material to the Company’s financial statements and did not arise in prior periods:
Government Grants
In accordance with the Israel Innovation Authority (“IIA”) program requirements, the grant is conditionally repayable through the payment of royalties based on future revenues that may be generated from products developed as part of the supported project. Royalty payments, if any, will commence only upon the generation of revenues derived from the project’s outputs and will generally be calculated at rates ranging from 3% to 5% of such revenues, in accordance with the applicable IIA regulations and the terms of the approval. Such payments will continue until the full amount of the grant, together with applicable interest as determined by the IIA regulations, has been repaid, or until the statutory repayment cap has been met.
New IFRS Accounting Standards adopted in the period
The Company has not adopted any new IFRS Accounting Standards or amendments that are effective for the period beginning January 1, 2026.
New IFRS Accounting Standards issued but not yet effective
In April 2024, the IASB issued IFRS 18 Presentation and Disclosure in Financial Statements, which replaces IAS 1 Presentation of Financial Statements and includes consequential amendments to other IFRS Accounting Standards, including IAS 7, IAS 8, IAS 33 and IAS 34. IFRS 18 is effective for annual reporting periods beginning on or after January 1, 2027, with earlier application permitted. The Company has not early adopted IFRS 18. The Company is currently evaluating the impact of adopting IFRS 18 on its interim and annual consolidated financial statements.
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BioHarvest Sciences Inc. and its subsidiaries |
Notes to Unaudited Interim Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 |
(USD in thousands, except per share data) |
NOTE 3 - Loans:
A.Short-term loans:
The Company borrowed funds from private investors under the following terms:
1)The Company will pay a 16% annual interest rate, with equal payments to be made monthly against both principal and interest.
2)The Company will pay a 20% annual interest rate with a payment of both principal and interest at the end of the loan term.
Any loan amount will have a term of 12 months from the date the funds are received.
A summary of movements of principal and interest during the six months ended June 30, 2026, is as follows:
| 16% | 20% | Total |
Balance as of December 31, 2025 | 93 | - | 93 |
Accrued interest recognized in Profit or loss | 1 | - | 1 |
Repayment of principal and interest | (94) |
| (94) |
Balance as of June 30, 2026 | - | - | - |
B.Returning investor notes:
The Company received funds under new loan facilities from investors who were offered the opportunity to participate, following their participation in a prior convertible loan that is no longer outstanding.
The loans bear interest at a rate of 5%, 10% and 12% per annum, paid on a quarterly or annually basis. The term of the loans is 24 months from the closing dates. Any accrued interest for the period between proceeds of the loans and issuance of the notes will be added to the principal amount of the notes as incremental principal.
The following table presents the changes in the investor notes during the six-month period ended June 30, 2026. Further details regarding the terms of the investor notes are disclosed in the Company’s annual financial statements for the year ended December 31, 2025.
| 5% | 10% | 12% | Total |
Balance as of December 31, 2025 | - | 1,668 | 752 | 2,420 |
Accrued interest recognized as incremental principal | - | 94 | 44 | 138 |
Repayment of principal and interest | - | (47) | - | (47) |
Amortization of debt discount | - | 127 | 24 | 151 |
Balance as of June 30, 2026 | - | 1,842 | 820 | 2,662 |
The outstanding balance of the 10% and 12% loans is presented as short-term loan.
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BioHarvest Sciences Inc. and its subsidiaries |
Notes to Unaudited Interim Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 |
(USD in thousands, except per share data) |
NOTE 6 - Loans (continued):
C.Convertible loan facility:
During 2025 the Company received funds as part of a new convertible loan facility. In addition, existing lenders under the Short-term loans redeemed their outstanding loan balance of $573 by entering to the convertible loan facility, as well as pre-funded $200 entered to the convertible loan facility.
The convertible loan facility will bear interest at a rate of 8% per annum, paid on an annual basis. The term of the convertible loan is 36 months from the closing date (the “Maturity Date”). The lender may, at any time following 12 months from the closing date (the “First Anniversary”), prior to the Maturity Date, elect to convert any unconverted portion of the principal amount together with the accrued interest into common shares at the Conversion Price (as defined below).
The conversion price is the price per share (the “Conversion Price”) that is equal to Closing Market Average (as defined below) of the Company’s common shares on the date of conversion less a discount of 20% but in any event not less than the Closing Market Price on the date of issuance (the “Floor Price”) and not higher than three times the Floor Price if converted after the First Anniversary and before 24 months following the closing date (the “Second Anniversary”) and five times the Floor Price if converted after the Second Anniversary.
The closing market average is the average of the published closing price (the “Closing Market Average”) of the common shares of the Company for the 20 days prior to conversion.
Any accrued interest for the period between proceeds of the funds and issuance of the convertible notes will be added to the principal amount of the convertible notes as incremental principal.
In case of an equity offering of not less than $1,000 is made by the Company (the “Equity Offering”) after the Closing Date, the holder will have the option to convert the entire principal amount and any interest accrued up to and including the closing date of the Equity Offering into common shares at the same price as the Equity Offering.
Balance as of December 31, 2025 | 56 |
Accrued interest recognized as incremental principal | 1 |
Repayment of outstanding balance (*) | (57) |
Balance as of June 30, 2026 | - |
(*)The outstanding balance of the convertible loan was repaid to the investors prior to closing, and accordingly, no conversion into equity occurred.
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BioHarvest Sciences Inc. and its subsidiaries |
Notes to Unaudited Interim Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 |
(USD in thousands, except per share data) |
NOTE 4 - Share Capital:
| Number of shares | |
| June 30, 2026 | December 31, 2025 |
| Issued and outstanding | Issued and outstanding |
Common shares | 22,667,842 | 22,666,842 |
Ordinary Shares:
Ordinary Shares confer upon their holders, the right to receive notice of, and to participate in, all general meetings of the Company, to vote in such meetings, to receive dividends, and to participate in the distribution of the surplus assets of the Company in the event of liquidation of the Company.
Balance as of December 31, 2024 | 17,327,716 |
Issuance of shares upon vesting of RSUs | 11,114 |
Exercise of investor warrants | 1,291,523 |
Issuance of shares in public offering | 2,846,854 |
Exercise of employee and consultant stock options and warrants | 19,877 |
Conversion of convertible loans into equity | 1,169,758 |
Balance as of December 31, 2025 | 22,666,842 |
Issuance of shares upon vesting of RSUs (Note 4b) | 1,000 |
Balance as of June 30, 2026 | 22,667,842 |
a.The Company is authorized to issue an unlimited number of common shares.
b.During February 2026 the Company issued 1,000 common shares in lieu of vested RSUs.
c.The following table summarizes information about the warrants outstanding as of June 30, 2026:
Warrants Outstanding | ||||
June 30, 2026 |
| Exercise Price |
| Expiry Date |
257,143 |
| $7.77 |
| October 30, 2027 |
276,567 |
| $7.77 |
| October 30, 2027 |
22,994 |
| $7.77 |
| December 22, 2027 |
556,704 |
| - |
| - |
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BioHarvest Sciences Inc. and its subsidiaries |
Notes to Unaudited Interim Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 |
(USD in thousands, except per share data) |
NOTE 5 - Share Based Compensation:
Stock Options awards under Equity Incentive Plan:
a.Options granted under the Company’s 2025 Equity Incentive Plan (the “Plan”) are exercisable within 10 years from the date of grant upon payment of the exercise price as indicated in the Plan.
b.On March 13, 2026, the Company granted employees, consultants and directors 614,648 options to purchase shares of the Company at $4.15 per share under the Company’s plan. The options will vest quarterly over a 3-year period. The total value of the options granted is $1,460.
c.On June 29, 2026, the Company granted employees 88,932 options to purchase shares of the Company at $2.79 per share under the Company’s plan. The options will vest quarterly over a 3-year period. The total value of the options granted is $143.
d.During the six-month period ended June 30, 2026, the Company recognized share-based compensation expense related to stock options in the amount of $549.
e.The following assumptions were used to estimate the fair value of the options using the Black-Scholes model:
| Six months ended June 30, 2026 | For the year ended December 31, 2025 |
Volatility | 60% | 50%-60% |
Dividend Yield | 0% | 0% |
Risk-Free Interest Rate | 3.88%-4.21% | 3.71%-3.97% |
f.A summary of activity of options granted under the Company’s Plan is as follows:
| June 30, 2026 | December 31, 2025 | ||
Number of Options | Weighted Average Exercise Price ($) | Number of Options | Weighted Average Exercise Price ($) | |
Options outstanding at beginning of period | 1,980,562 | 6.32 | 1,902,090 | 6.30 |
Changes during the period: |
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|
|
|
Granted (Note 5b, 5c) | 703,580 | 3.98 | 104,425 | 8.07 |
Exercised | - | - | (8,929) | 4.04 |
Cancelled | (100,202) | 4.15 | - | - |
Forfeited | (33,064) | 6.48 | (17,024) | 6.79 |
Options outstanding at end of period | 2,550,876 | 5.76 | 1,980,562 | 6.32 |
Options exercisable at period end | 1,831,649 | 6.20 | 1,749,670 | 6.24 |
The options outstanding as of June 30, 2026, had a weighted-average contractual life of 6.34 years (December 31, 2025: 5.75 years).
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BioHarvest Sciences Inc. and its subsidiaries |
Notes to Unaudited Interim Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 |
(USD in thousands, except per share data) |
NOTE 5 - Share Based Compensation (continued):
Restricted Stock Units (RSUs) Awards under Equity Incentive Plan:
g.RSUs granted under the Company’s 2025 Equity Incentive Plan (the “Plan”) are settled in common shares upon completion of the applicable vesting and performance conditions.
h.On March 13, 2026, the Company granted employees, consultants and directors 262,830 RSUs under the Company’s plan. The RSUs will vest quarterly over a 3-year period.
i.During the six-month period ended June 30, 2026, the Company recognized share-based compensation expense related to restricted stock units in the amount of $123.
j.A summary of activity of RSUs granted under the Company’s Plan is as follows:
| June 30, 2026 | December 31, 2025 | ||
Number of RSUs | Weighted Average Share Price ($) | Number of RSUs | Weighted Average Share Price ($) | |
RSUs outstanding at beginning of period | 6,400 | 5.97 | 25,400 | 6.51 |
Changes during the period: |
|
|
|
|
Granted (Note 5h) | 262,830 | 4.15 | 6,400 | 5.97 |
Issued (Note 4b) | (1,000) | 5.97 | (11,114) | 6.34 |
Cancelled | (6,135) | 4.15 | - | - |
Forfeited | - | - | (14,286) | 6.64 |
RSUs outstanding at end of period | 262,095 | 4.19 | 6,400 | 5.97 |
Warrants Issued to Service Providers:
k.The following assumptions were used to estimate the fair value of the warrants using the Black-Scholes model:
| Six months ended June 30, 2026 | For the year ended December 31, 2025 |
Volatility | - | 59% |
Dividend Yield | - | 0% |
Risk-Free Interest Rate | - | 4.21% |
l.A summary of activity of warrants granted to purchase the Company’s Shares under the Company’s Plan is as follows:
| June 30, 2026 | December 31, 2025 | ||
Number of Warrants | Weighted Average Exercise Price | Number of Warrants | Weighted Average Exercise Price | |
Warrants outstanding at beginning of period | 62,609 | 7.54 | 73,557 | 7.54 |
Changes during the period: |
|
|
|
|
Issued | - | - | - | - |
Exercised | - | - | (10,948) | 7.66 |
Expired | (8,571) | 6.66 | - | - |
Warrants outstanding at end of period | 54,038 | 7.66 | 62,609 | 7.54 |
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BioHarvest Sciences Inc. and its subsidiaries |
Notes to Unaudited Interim Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 |
(USD in thousands, except per share data) |
NOTE 5 - Share Based Compensation (continued):
m.The following table summarizes information about the warrants outstanding as of June 30, 2026::
Warrants Outstanding | ||
June 30, 2026 | Exercise Price | Expiry Date |
54,038 | $7.66 | October 25, 2027 |
54,038 |
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|
NOTE 6 - Liability for Agricultural Research Organization:
In March 2007, the Company entered into a Research and Exclusive License Agreement (the “Agreement”) with The Agricultural Research Organization – Volcani Institute (the “ARO”). The ARO granted the Company an exclusive worldwide license to use its patent as part of the manufacturing of red grape cell powder only. The ARO is entitled to receive 3% royalties from any sale of red grape cell powder products by the Company until the end of February 2026.
In September 2025, the Company and ARO executed an amendment to the existing agreement effective from January 2025, establishing updated payment terms. Under the revised terms, the total amount payable was set at $3,600. The Company is required to remit minimum quarterly payments of 1% of its quarterly revenue from sales of red grape cell powder products only. Such minimum payments were $79 for the first quarter of 2025, $96 for the second quarter of 2025, $105 for the third quarter of 2025, $115 for the fourth quarter of 2025, and will be $120 for each quarter thereafter through the first quarter of 2026 until the total payable amount is fully settled. Accordingly, the Company reassessed and remeasured the related liability to reflect the amended terms.
NOTE 7 - Related Parties Transactions:
Related parties including the Company’s CEO, CFO, Chairman and Directors.
Related party transactions:
| For the three months ended June 30, | For the six months ended June 30, | ||
| 2026 | 2025 | 2026 | 2025 |
|
|
|
|
|
Management fees | 453 | 471 | 928 | 926 |
Share based payments | 180 | 4 | 229 | 11 |
Accrued interest | - | 38 | - | 78 |
Related party balances:
| As of June 30, 2026 | As of December 31, 2025 |
|
|
|
Management fees | 459 | 228 |
Prepaid expenses | (61) | (26) |
15
BioHarvest Sciences Inc. and its subsidiaries |
Notes to Unaudited Interim Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 |
(USD in thousands, except per share data) |
NOTE 8 - Operating Segments:
Effective January 1, 2024, the Company has two operating segments or business units: the Products business unit and the CDMO Services business unit. In identifying these operating segments, management generally follows the Company service lines representing its main products and services.
The Company’s chief operating decision maker reviews the Company's internal reports for performance evaluation and resource allocations. The Company's management determined the operating segments based on these reports. The chief operating decision maker examines the performance of the operating segments based on the measurement of operating profit. No information was presented on the assets and liabilities of the segments because these items are not analyzed by the main operational decision maker in segmentation.
The Company's chief operating decision maker (“CODM”) is the Chief Executive Officer.
Segment description:
1.The Products Business Unit - Nutraceuticals: Marketing and sales of science-based health and wellness nutraceutical solutions, sold as dietary supplements, functional food and beverages (capsules, powders, chews, coffee, teas and powder electrolyte beverages). The Products Business Unit sources its red grape cell powder from the CDMO Services Business Unit, it then uses other third-party manufacturers and contractors to encapsulate, integrate, package and ship the finished product for the direct sale to end consumers.
2.The CDMO Services Business Unit - A Contract Development and Manufacturing Organization (“CDMO”) providing end-to-end development and manufacturing services for plant-based active molecules to pharmaceuticals, cosmeceuticals, nutraceuticals and nutrition customers. The CDMO serves both the Company’s Products Business Unit (as its exclusive manufacturer of VINIA® red grape cell powder) and external customers from the pharmaceutical, cosmeceutical, nutraceutical and nutrition industries.
Change in the measurement of segment profit (loss)
Effective January 1, 2026, following a change in the Company’s organizational structure and internal management reporting lines, the Company modified the basis on which segment operating profit (loss) is measured and reviewed by the CODM. Specifically, certain revenues and operating expenses (including cost of goods, research and development, sales and marketing and general and administrative), which were previously allocated to segments based on reporting lines, are now allocated to the operating segments based on direct attribution to the relevant business unit in accordance with the revised management reporting lines, a measure of resource consumption, headcount or a revenue-based key.
The revised measurement basis reflects the adoption of an arm’s length approach, whereby inter-segment revenues and the allocation of shared costs between the operating segments are determined on terms that would apply between parties acting at arm’s length, consistent with the manner in which performance is now reviewed by the CODM.
The change did not affect the identification of the Company’s reportable segments, which continue to be the Products business unit and the CDMO Services business unit, nor does it affect the Company’s consolidated revenues, operating loss, net loss or financial position. The change affects only the allocation of revenues and operating expenses, and accordingly the measurement of segment operating profit (loss), among the existing segments.
In accordance with IFRS 8, comparative segment information for the three and six months ended June 30, 2025, has been restated to conform to the current period’s measurement basis. The restatement has no impact on the Company’s previously issued financial statements.
16
BioHarvest Sciences Inc. and its subsidiaries |
Notes to Unaudited Interim Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 |
(USD in thousands, except per share data) |
NOTE 8 - Operating Segments (continued):
Segment information:
| For the three months ended June 30, 2026 | |||
| CDMO Services | Products | Elimination of inter-segment transactions | Total |
Revenues |
|
|
|
|
External | 610 | 8,227 | - | 8,837 |
Inter-segment | 2,189 | - | (2,189) | - |
Segment revenues | 2,799 | 8,227 | (2,189) | 8,837 |
|
|
|
|
|
Cost of revenues |
|
|
|
|
External | (2,469) | (1,286) | - | (3,755) |
Inter-segment | - | (2,189) | 2,189 | - |
Segment cost of revenues | (2,469) | (3,475) | 2,189 | (3,755) |
|
|
|
|
|
Segment gross profit | 330 | 4,752 | - | 5,082 |
Segment gross margin | 11.79% | 57.76% | - | 57.51% |
|
|
|
|
|
Operating expenses |
|
|
|
|
Research and development | (1,392) | (272) | - | (1,664) |
Sales and marketing | (43) | (4,337) | - | (4,380) |
General and administrative | (382) | (1,163) | - | (1,545) |
Segment total operating expenses | (1,817) | (5,772) | - | (7,589) |
|
|
|
|
|
Segment operating profit (loss) | (1,487) | (1,020) | - | (2,507) |
|
|
|
|
|
Finance income |
|
|
| 97 |
Finance expenses |
|
|
| (1,253) |
Taxes on income |
|
|
| (52) |
|
|
|
|
|
Net loss and comprehensive loss |
|
|
| (3,715) |
17
BioHarvest Sciences Inc. and its subsidiaries |
Notes to Unaudited Interim Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 |
(USD in thousands, except per share data) |
NOTE 8 - Operating Segments (continued):
Segment information (continued):
| For the three months ended June 30, 2025 (*) | |||
| CDMO Services | Products | Elimination of inter-segment transactions | Total |
Revenues |
|
|
|
|
External | 541 | 7,974 | - | 8,515 |
Inter-segment | 2,005 | - | (2,005) | - |
Segment revenues | 2,546 | 7,974 | (2,005) | 8,515 |
|
|
|
|
|
Cost of revenues |
|
|
|
|
External | (2,356) | (1,073) | - | (3,429) |
Inter-segment | - | (2,005) | 2,005 | - |
Segment cost of revenues | (2,356) | (3,078) | 2,005 | (3,429) |
|
|
|
|
|
Segment gross profit | 190 | 4,896 | - | 5,086 |
Segment gross margin | 7.46% | 61.40% | - | 59.73% |
|
|
|
|
|
Operating expenses |
|
|
|
|
Research and development | (1,117) | (220) | - | (1,337) |
Sales and marketing | (45) | (3,942) | - | (3,987) |
General and administrative | (147) | (1,430) | - | (1,577) |
Segment total operating expenses | (1,309) | (5,592) | - | (6,901) |
|
|
|
|
|
Segment operating profit (loss) | (1,119) | (696) | - | (1,815) |
|
|
|
|
|
Finance income |
|
|
| - |
Finance expenses |
|
|
| (2,226) |
Taxes on income |
|
|
| (39) |
|
|
|
|
|
Segment net profit (loss) |
|
|
| (4,080) |
(*) Comparative figures have been restated to reflect the current period’s presentation and measurement.
18
BioHarvest Sciences Inc. and its subsidiaries |
Notes to Unaudited Interim Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 |
(USD in thousands, except per share data) |
NOTE 8 - Operating Segments (continued):
Segment information:
| For the six months ended June 30, 2026 | |||
| CDMO Services | Products | Elimination of inter-segment transactions | Total |
Revenues |
|
|
|
|
External | 1,019 | 16,325 | - | 17,344 |
Inter-segment | 4,188 | - | (4,188) | - |
Segment revenues | 5,207 | 16,325 | (4,188) | 17,344 |
|
|
|
|
|
Cost of revenues |
|
|
|
|
External | (4,611) | (2,614) | - | (7,225) |
Inter-segment | - | (4,188) | 4,188 | - |
Segment cost of revenues | (4,611) | (6,802) | 4,188 | (7,225) |
|
|
|
|
|
Segment gross profit | 596 | 9,523 | - | 10,119 |
Segment gross margin | 11.45% | 58.33% | - | 58.34% |
|
|
|
|
|
Operating expenses |
|
|
|
|
Research and development | (2,618) | (440) | - | (3,058) |
Sales and marketing | (100) | (8,406) | - | (8,506) |
General and administrative | (647) | (2,249) | - | (2,896) |
Segment total operating expenses | (3,365) | (11,095) | - | (14,460) |
|
|
|
|
|
Segment operating profit (loss) | (2,769) | (1,572) | - | (4,341) |
|
|
|
|
|
Finance income |
|
|
| 211 |
Finance expenses |
|
|
| (2,128) |
Taxes on income |
|
|
| (98) |
|
|
|
|
|
Net loss and comprehensive loss |
|
|
| (6,356) |
19
BioHarvest Sciences Inc. and its subsidiaries |
Notes to Unaudited Interim Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 |
(USD in thousands, except per share data) |
NOTE 8 - Operating Segments (continued):
Segment information (continued):
| For the six months ended June 30, 2025 (*) | |||
| CDMO Services | Products | Elimination of inter-segment transactions | Total |
Revenues |
|
|
|
|
External | 711 | 15,664 | - | 16,375 |
Inter-segment | 4,026 | - | (4,026) | - |
Segment revenues | 4,737 | 15,664 | (4,026) | 16,375 |
|
|
|
|
|
Cost of revenues |
|
|
|
|
External | (4,528) | (2,166) | - | (6,694) |
Inter-segment | - | (4,026) | 4,026 | - |
Segment cost of revenues | (4,528) | (6,192) | 4,026 | (6,694) |
|
|
|
|
|
Segment gross profit | 209 | 9,472 | - | 9,681 |
Segment gross margin | 4.41% | 60.47% | - | 59.12% |
|
|
|
|
|
Operating expenses |
|
|
|
|
Research and development | (2,227) | (355) | - | (2,582) |
Sales and marketing | (140) | (7,528) | - | (7,668) |
General and administrative | (231) | (2,734) | - | (2,965) |
Segment total operating expenses | (2,598) | (10,617) | - | (13,215) |
|
|
|
|
|
Segment operating profit (loss) | (2,389) | (1,145) | - | (3,534) |
|
|
|
|
|
Finance income |
|
|
| - |
Finance expenses |
|
|
| (2,807) |
Taxes on income |
|
|
| (77) |
|
|
|
|
|
Segment net profit (loss) |
|
|
| (6,418) |
(*) Comparative figures have been restated to reflect the current period’s presentation and measurement.
Entity-wide disclosures
External revenue by location | For the three months ended June 30, | For the six months ended June 30, | ||
| 2026 | 2025 | 2026 | 2025 |
Israel | 1,243 | 960 | 2,207 | 1,603 |
North America | 7,594 | 7,555 | 15,137 | 14,772 |
| 8,837 | 8,515 | 17,344 | 16,375 |
Additional information about revenue
There is no single customer from which revenue amounts to 10% or more of total revenue reported in the financial statements for the three and six months ended June 30, 2026, and 2025.
20
BioHarvest Sciences Inc. and its subsidiaries |
Notes to Unaudited Interim Condensed Consolidated Financial Statements For the Three and Six Months Ended June 30, 2026 |
(USD in thousands, except per share data) |
NOTE 9 - Government Grants:
A. R&D support program - Project A (Scale-up Bioreactors Production Line)
In December 2025, the Company received approval from the IIA for a government grant under a research and development support program aimed to expand and improve the Company’s production capacity and efficiency (the “R&D support program – project A”). The approved project covers a period of 24 months commencing on October 1, 2025, with a total approved budget of NIS 14 million. Under the terms of grant, the Company is entitled to receive funding for up to 40% of the approved project budget.
In January 2026, the Company received its first advance payment of NIS 980 ($309), which was classified as deferred income.
In June 2026, the Company received its second advance payment of NIS 173 ($60).
Based on management’s assessment and in accordance with the terms of the approval, the Company believes it is entitled to receive a grant equal to 40% of eligible costs incurred. The incurred costs as of June 30, 2026, amounted to approximately NIS 2,167 ($728).
B. R&D support program - Project B (AI-Based Platform for Accelerated Plant Cell Culture Development)
In June 2026, the Company received approval from the IIA for a government grant under a research and development support program aimed to at implement AI technologies to optimize production monitoring (the “R&D support program – project B”). The approved project covers a period of 12 months commencing on July 1, 2026, with a total approved budget of NIS 7.2 million. Under the terms of grant, the Company is entitled to receive funding for up to 60% of the approved project budget.
NOTE 10 - Subsequent Events:
The Company has evaluated events occurring after the balance sheet date through August 11, 2026, the date the unaudited interim condensed consolidated financial statements were issued, and has determined that the following subsequent events require disclosure:
1)In July 2026, the Company received its first advance payment from IIA in connection with the R&D support program - Project B (Note 9B). The initial advance amounted to NIS 1,516 ($505).
21
BioHarvest Sciences Inc.
Management’s Discussion and Analysis
For the three and six months ended June 30, 2026
(Expressed in U.S. dollars)
As of August 11, 2026
1140-625 Howe Street, Vancouver
British Columbia V6C 2T6, Canada
www.bioharvest.com
BIOHARVEST SCIENCES INC. Management’s Discussion and Analysis
|
Introduction
The following Management’s Discussion and Analysis (“MD&A”) for BioHarvest Sciences Inc., together with its wholly owned subsidiaries (“BioHarvest Sciences” or the “Company”) prepared as of August 11, 2026, and in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (collectively IFRS Accounting Standards). All amounts (other than per share amounts) are stated in U.S dollars rounded to the nearest thousand, unless otherwise indicated.
The following information should be read in conjunction with the audited consolidated financial statements of the Company (the “consolidated financial statements”) for the year ended December 31, 2025, and the related notes to those financial statements.
Statements in this report that are not historical facts are forward-looking statements involving known and unknown risks and uncertainties, which could cause actual results to vary considerably from these statements. Readers are cautioned not to put undue reliance on forward-looking statements.
The Company is publicly listed and traded on the Nasdaq Stock Market under the symbol BHST and traded on the Frankfurt Stock Exchange, Munich Stock Exchange, Stuttgart Stock Exchange and Dusseldorf Stock Exchange under the symbol 8MV0.
Continuous disclosure materials are available on our website at www.bioharvest.com. This additional information is not incorporated into this Management’s Discussion and Analysis and does not constitute a part of this Management’s Discussion and Analysis.
1
BIOHARVEST SCIENCES INC. Management’s Discussion and Analysis
|
Cautionary statement regarding forward-looking statements
This MD&A contains certain information that may constitute “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) which are based upon the Company’s current internal expectations, estimates, projections, assumptions and beliefs. Such statements can be identified by the use of forward-looking terminology such as “expect,” “likely”, “may,” “will,” “should,” “intend,” or “anticipate”, “potential”, “proposed”, “estimate” and other similar words, including negative and grammatical variations thereof, or statements that certain events or conditions “may” or “will” happen, or by discussions of strategy. Forward-looking statements include estimates, plans, expectations, opinions, forecasts, projections, targets, guidance, or other statements that are not statements of fact. The forward-looking statements included in this MD&A are made only as of the date of this MD&A. Forward-looking statements in this MD&A may include, but are not limited to, statements with respect to: a) licensing risks; b) regulatory risks; c) change in laws, regulations and guidelines; d) market risks; e) expansion of facilities; f) history of net losses; and g) competition. Certain of the forward-looking statements and forward-looking information and other information contained herein concerning the, nutraceutical, pharmaceutical and cosmeceutical industries, the general expectations of the Company concerning these industries and concerning the Company are based on estimates prepared by the Company using data from publicly available governmental sources, from market research and industry analysis and on assumptions based on data and knowledge of these industries, which the Company believes to be reasonable. The Company is not aware of any misstatement regarding any industry or government data presented herein. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct. The Company’s forward-looking statements are expressly qualified in their entirety by this cautionary statement. In particular, but without limiting the foregoing, disclosure in this MD&A under “Nature of the Business and Overview of Operations” as well as statements regarding the Company’s objectives, plans and goals, including future operating results and economic performance may make reference to or involve forward-looking statements. A number of factors could cause actual events, performance or results to differ materially from what is projected in the forward-looking statements. See “Risk and Uncertainties” for further details. The purpose of forward-looking statements is to provide the reader with a description of management’s expectations, and such forward-looking statements may not be appropriate for any other purpose. You should not place undue reliance on forward- looking statements contained in this MD&A. The Company undertakes no obligation to update or revise any forward-looking statements.
2
BIOHARVEST SCIENCES INC. Management’s Discussion and Analysis
|
Going concern
The unaudited interim condensed consolidated financial statements have been prepared on a going concern basis in accordance with IFRS Accounting Standards. Management has evaluated the Company’s ability to continue as a going concern for a period of at least twelve months from the date these unaudited interim condensed consolidated financial statements are issued.
The Company has a history of operating losses and has not yet achieved sustained cash-flow profitability. For the six-month period ended June 30, 2026, the Company generated revenues of $17,344 and incurred a net operating loss. As of June 30, 2026, the Company had cash and cash equivalents of $15,211. These conditions, together with the need for continued investment in operations and the uncertainty regarding the timing and availability of additional financing, represent factors that raise substantial doubt about the Company’s ability to continue as a going concern.
The Company may require additional capital to fund its long-term growth strategy and planned capital investments. If required, the Company intends to raise such capital through one or more of the following: the issuance of equity or equity-linked securities, debt financing, strategic collaborations, licensing arrangements or other financing transactions. The Company is listed on the Nasdaq Capital Market and has previously demonstrated access to the capital markets; however, there can be no assurance that additional financing will be available on acceptable terms, or at all.
Based on management’s assessment, the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, despite the factors noted above, the going concern basis of preparation remains appropriate, and these consolidated financial statements do not include any adjustments that might result from the outcome of uncertainties related to the going concern assessment.
The unaudited interim condensed consolidated financial statements of the Company were authorized for issue by the Board of Directors on August 11, 2026.
3
BIOHARVEST SCIENCES INC. Management’s Discussion and Analysis
|
NATURE OF BUSINESS AND OVERVIEW OF OPERATIONS
1.Summary
BioHarvest Sciences Inc. (the “Company” or “BioHarvest Sciences”) was incorporated under the Business Corporations Act of British Columbia on April 19, 2013.
On February 2025, the Company completed a voluntary delisting process of its common shares from the Canadian Securities Exchange and continue to be listed on the Nasdaq Stock Market.
The registered address of the Company is 1140-625 Howe St., Vancouver, BC V6C 2T6, Canada.
2.Corporate Structure
3.Overview of the business
The Company is a biotechnology company that has developed the Botanical Synthesis Platform Technology, which enables the industrial scale cultivation of active plant ingredients in bioreactors, without growing the plant itself. The platform technology is a non-genetically modified organism platform that produces plant cells with higher concentrations of active ingredients (as compared to those that are produced naturally), as well as high levels of solubility and bio-availability. The platform technology is economical, ensures consistency and avoids the negative environmental impacts associated with traditional agriculture by providing consistent product production, a year-round production cycle and products that are devoid of sugar, calories and contaminants, such as pesticides, heavy metals and residues.
The Company operates through two business units:
1.The Products Business Unit - Marketing and sales of science-based health and wellness nutraceutical solutions, sold as dietary supplements, functional food and beverages (capsules, powders, chews, coffee, teas and powder electrolyte beverages). The Products Business Unit sources its red grape cell powder from the CDMO Services Business Unit, it then uses other third-party manufacturers and contractors to encapsulate, integrate, package and ship the finished product for the direct sale to end consumers.
4
BIOHARVEST SCIENCES INC. Management’s Discussion and Analysis
|
2.The CDMO Services Business Unit - A Contract Development and Manufacturing Organization (“CDMO”) providing end-to-end development and manufacturing services for plant-based active molecules to pharmaceuticals, cosmeceuticals, nutraceuticals and nutrition customers. The CDMO serves both the Company’s Products Business Unit (as its exclusive manufacturer of VINIA® red grape cell powder) and external customers from the pharmaceutical, cosmeceutical, nutraceutical and nutrition industries.
Effective January 1, 2026, following a change in the Company’s organizational structure and internal management reporting lines, the Company modified the basis on which segment operating profit (loss) is measured and reviewed by the Company’s chief operating decision maker. Specifically, certain revenues and operating expenses (including cost of goods, research and development, sales and marketing and general and administrative), which were previously allocated to segments based on reporting lines, are now allocated to the operating segments based on direct attribution to the relevant business unit in accordance with the revised management reporting lines, a measure of resource consumption, head-count or a revenue-based key.
The revised measurement basis reflects the adoption of an arm’s length approach, whereby inter-segment revenues and the allocation of shared costs between the operating segments are determined on terms that would apply between independent parties acting at arm’s length, consistent with the manner in which performance is now reviewed by the Company’s chief operating decision maker.
The change did not affect the identification of the Company’s reportable segments, which continue to be the Products business unit and the CDMO Services business unit, nor does it affect the Company’s consolidated revenues, operating loss, net loss or financial position. The change affects only the allocation of revenues and operating expenses, and accordingly the measurement of segment operating profit (loss), among the existing segments.
Products Business Unit Activities
The Products Business Unit markets and sells VINIA®, a red grape (Vitis vinifera) polyphenol/antioxidant superfruit product manufactured by the Company’s CDMO Services business unit. VINIA® is a fine, dry pink-purple powder rich in piceid resveratrol and a full matrix of polyphenols in their natural state, delivering the benefits of red wine consumption without sugar, calories or alcohol. It is highly soluble and free of genetic modification or solvent extraction.
Since its U.S. launch in May 2021, the Company has achieved close to $100 million in cumulative VINIA® sales. In Q2 2026, VINIA® revenues grew 3% year-over-year.
The VINIA® product portfolio continues to expand through the Company’s “VINIA Inside” and “Superior Science, Superior Efficacy & Superior Taste” strategies:
·VINIA® capsules – the core product, driving the majority of revenues;
·VINIA® Superfood Coffee and Tea – launched in late 2023, available on Amazon including K-Cup compatible formats;
·VINIA® 2X Formula Chew – launched June 2025, targeting athletes and active consumers; 3rd-party certified by Informed Sport;
·VINIA® Blood Flow Hydration Electrolyte – launched November 2025.
5
BIOHARVEST SCIENCES INC. Management’s Discussion and Analysis
|
Contract Development and Manufacturing Organization (“CDMO”) Services Business Unit
The CDMO Services Business Unit leverages the Botanical Synthesis Platform Technology to develop and manufacture plant-based active molecules for the Company’s Products Business Unit and for external customers. The CDMO manufactures VINIA® red grape cell powder for the Products Business Unit, serving as its primary manufacturing partner, and also engages external customers under end-to-end development and manufacturing agreements.
The platform technology enables the development of patentable small molecules and/or complex molecules, with advantages including lower development costs, faster timelines and non-immunogenic properties.
Key CDMO developments and contracts:
·Tate & Lyle partnership (December 2024) – developing next-generation plant-based sweeteners;
·Fragrance compound contract (May 2025) – developing a plant-derived fragrance ingredient targeting the multi-billion-dollar scents market;
·Plant-derived exosomes (September 2025) – successful large-scale bioreactor production of exosomes enriched with viniferin, a high-value antioxidant polyphenol;
·Saffron Tech Ltd. collaboration (October 2025) – developing and commercializing saffron-derived botanical compounds via parallel solid- and liquid-phase CDMO development.
The Company expects to sign additional contracts during 2026 with customers from the pharmaceutical, nutraceutical, cosmeceutical and food ingredients industries.
The CDMO, independently of any particular contract, also continues to invest in the development of additional molecules and compounds in order to advance their cell culture state before offering them to customers. One of the examples is the Olive Cell compound, which not only has reached a stage 3 synthesis developmental stage, but has also demonstrated in-vitro results for reducing fat accumulation in human liver cells (NAFLD model). Other examples include Pomegranate and blueberry.
Environmental, Social and Governance Reporting
The Company published its inaugural ESG Report in September 2021, aligned with the UN Sustainable Development Goals, TCFD and SASB frameworks, and received the Business Intelligence Group’s Sustainability Leadership Award in 2022. The Company has adopted the COSO Internal Control – Integrated Framework (2013) and has implemented key HR policies including Belonging, Inclusion, Diversity and Equity; Whistle Blower; and Grievance policies, which were rolled out to all employees in Q2 2025.
6
BIOHARVEST SCIENCES INC. Management’s Discussion and Analysis
|
Significant Developments
To better understand the Company’s financial results, it is important to gain an appreciation of the significant events, transactions and activities that occurred during or have affected the period under review up to and including the date of this MD&A.
·During Q1’26, the Company fully repaid its short-term 16% and 20% loan facilities.
·On April 29, 2026, the Company announced a strategic leadership transition directly aligned with the evolution of its “two-lens” growth strategy. Dr. Zaki Rakib, Co-Founder and Executive Chairman, assumed the role of Chief Executive Officer, consolidating leadership of R&D, Manufacturing, and Operations under the CDMO Services Business Unit in a unified structure. Ilan Sobel, who served as Chief Executive Officer since 2020, transitioned from his executive role and was appointed to the Company’s Board of Directors, where he will maintain a focused mandate on the Products business and the continued expansion of VINIA®. The transition reflects the Board’s conviction that dedicated, segment-aligned leadership will strengthen the Company’s long-term competitive position and is consistent with the change in organizational structure and internal management reporting lines implemented effective January 1, 2026, under which inter-segment revenues and cost allocations were restructured on an arm’s length basis to better reflect the distinct operations of each business unit.
Selected Quarterly Information
| Three months ended June 30, | ||
| 2026 | 2025 | 2024 |
| USD in thousands | ||
Revenues | 8,837 | 8,515 | 6,027 |
Net loss and comprehensive loss | (3,715) | (4,080) | (687) |
Basic and diluted loss per share | (0.17) | (0.24) | (0.04) |
| Six months ended June 30, | ||
| 2026 | 2025 | 2024 |
| USD in thousands | ||
Revenues | 17,344 | 16,375 | 11,371 |
Net loss and comprehensive loss | (6,356) | (6,418) | (7,268) |
Basic and diluted loss per share | (0.28) | (0.37) | (0.48) |
| As of June 30, | ||
| 2026 | 2025 | 2024 |
| USD in thousands | ||
Cash and cash equivalents | 15,211 | 3,727 | 5,168 |
Total Assets | 44,569 | 27,798 | 27,014 |
Total current liabilities | 11,676 | 17,105 | 8,938 |
Total non-current liabilities | 13,129 | 14,916 | 11,374 |
7
BIOHARVEST SCIENCES INC. Management’s Discussion and Analysis
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Three-month period ended June 30, 2026, compared to the three-month period ended June 30, 2025:
Revenues were $8,837 thousands for the three months ended June 30, 2026, of which 93% relates to the Products Business Unit of the Company, as compared to $8,515 thousands during the same period in the prior year. In Q2’26, the Products Business Unit grew 3% and the CDMO services Business Unit grew 13% as compared to the same period in the prior year.
Cost of revenues were $3,755 thousands for the three months ended June 30, 2026, as compared to $3,429 thousands during the same period in the prior year. The increase is due to revenue mix, growth in production, demand and sales during the period.
Gross margins were 58% for the three months ended June 30, 2026, as compared to 60% during the same period in the prior year.
Research and development expenses were $1,664 thousands for the three months ended June 30, 2026, as compared to $1,337 thousands during the same period in the prior year. The increase was primarily attributable to higher technology development expenditures within the CDMO Services Business Unit.
Sales and marketing expenses, which relate mainly to the Products Business Unit were $4,380 thousands for the three months ended June 30, 2026, as compared to $3,987 thousands during the same period in the prior year. The change is due to the higher marketing expenditure and wages and salaries required to support sales growth in both segments.
General and administrative expenses were $1,545 thousands for the three months ended June 30, 2026, as compared to $1,577 thousands during the same period in the prior year.
Finance expenses, net were $1,156 thousands for the three months ended June 30, 2026, as compared to $2,226 thousands during the same period in the prior year. The net finance expenses reported do not reflect a cash outflow burden but are primarily attributable to non-cash items - most notably the accretion of interest and exchange rate impact on accounting provisions recognized under IFRS. These non-cash charges have no impact on the Company’s liquidity or cash position.
On June 30, 2026, the Company had cash and cash equivalents together with bank deposits of $16,223 thousands (June 30, 2025, $3,727 thousands).
8
BIOHARVEST SCIENCES INC. Management’s Discussion and Analysis
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Six-month period ended June 30, 2026, compared to the six-month period ended June 30, 2025:
Revenues were $17,344 thousands for the six months ended June 30, 2026, of which 94% relates to the Products Business Unit of the Company, as compared to $16,375 thousands during the same period in the prior year. In H1’26, the Products Business Unit grew 4% and the CDMO services Business Unit grew 43% as compared to the same period in the prior year.
Cost of revenues were $7,225 thousands for the six months ended June 30, 2026, as compared to $6,694 thousands during the same period in the prior year. The increase is due to revenue mix, growth in production, demand and sales during the period.
Gross margins were 58% for the six months ended June 30, 2026, as compared to 59% during the same period in the prior year.
Research and development expenses were $3,058 thousands for the six months ended June 30, 2026, as compared to $2,582 thousands during the same period in the prior year. The change was primarily attributable to technology development expenditures within the CDMO Services Business Unit.
Sales and marketing expenses, which relate mainly to the Products Business Unit were $8,506 thousands for the six months ended June 30, 2026, as compared to $7,668 thousands during the same period in the prior year. The change is due to the higher marketing expenditure and wages and salaries required to support sales growth in both segments.
General and administrative expenses were $2,896 thousands for the six months ended June 30, 2026, as compared to $2,965 thousands during the same period in the prior year.
Finance expenses, net were $1,917 thousands for the six months ended June 30, 2026, as compared to $2,807 thousands during the same period in the prior year. The net finance expenses reported do not reflect a cash outflow burden but are primarily attributable to non-cash items - most notably the accretion of interest and exchange rate impact on accounting provisions recognized under IFRS. These non-cash charges have no impact on the Company’s liquidity or cash position.
On June 30, 2026, the Company had cash and cash equivalents together with bank deposits of $16,223 thousands (June 30, 2025, $3,727 thousands).
9
BIOHARVEST SCIENCES INC. Management’s Discussion and Analysis
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Summary of Quarterly Results
The following represents the summarized quarterly financial results for the past eight quarters:
Financial instruments and risk management
The Company is exposed to a variety of financial risks, which results from its financing, operating and investing activities. The objective of financial risk management is to contain, where appropriate, exposures to these financial risks to limit any negative impact on the Company’s financial performance and position. The Company’s financial instruments are its Cash and cash equivalents, Bank deposits, Restricted cash, Trade accounts receivable, Other accounts receivable, Trade accounts payable, Other accounts payable, Loans, Lease liabilities and Liability to Agricultural Research Organization. The main purpose of these financial instruments is to raise finance for the Company’s operation. The Company actively measures, monitors and manages its financial risk exposures by various functions, including the segregation of duties and the application of financial control principals. The risks arising from the Company’s financial instruments are mainly currency risk and liquidity risk. The Company has no interest rate risk as the balances exposure to interest is minimal. The risk management policies employed by the Company to manage these risks are discussed below.
Foreign currency risk
Foreign exchange risk arises when the Company enters into transactions denominated in a currency other than its functional currency. The Company is exposed to currency risk to the extent that there is a mismatch between the currency in which it is denominated and the respective functional currency of the company. The currencies in which some transactions are primarily denominated are CAD, US dollars and NIS. The Company’s policy is not to enter into any economic hedging transactions to neutralize the effects of foreign currency fluctuations.
10
BIOHARVEST SCIENCES INC. Management’s Discussion and Analysis
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Liquidity and Capital resources
The consolidated financial statements have been prepared on a going concern basis whereby the Company is assumed to be able to realize its assets and discharge its liabilities in the normal course of operations. The consolidated financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate. If the going concern assumption was not appropriate for the consolidated financial statements, then adjustments of a material nature would be necessary in the carrying value of assets such as property and equipment, liabilities, the reported expenses, and the balance sheet classifications used. Management continues to pursue financing opportunities for the Company to ensure that it will have sufficient cash to carry out its planned programs beyond the next year.
At June 30, 2026, the Company had cash and cash equivalents of $15,211 thousands (June 30, 2025, $3,727 thousands). The Company had current assets of $26,180 thousands (June 30, 2025, $10,326 thousands) and current liabilities of $11,676 thousands (June 30, 2025, $17,105 thousands).
At June 30, 2026, the Company had net working capital of $14,504 thousands (June 30, 2025, negative $6,779 thousands).
During the six months ended June 30, 2026, the Company’s overall position of cash and cash equivalents decreased by $7,846 thousands (Six months ended June 30, 2025, increase by $1,353 thousands). This change in cash and cash equivalents can be attributed to the following:
·The Company’s net cash used in operating activities during the six months ended June 30, 2026, was $4,170 thousands as compared to net cash used of $2,883 thousands for the six months ended June 30, 2025. The increase was primarily driven by changes in working capital, including the timing of collections from customers, payments to suppliers and other accrued liabilities, partially offset by non-cash items included in net loss.
·The Company’s net cash used in investing activities during the six months ended June 30, 2026 was $2,161 thousands as compared to net cash used of $1,272 thousands for the six months ended June 30, 2025. The increase is primarily attributable to the placement of short-term bank deposits and capital expenditures for property and equipment, both of which are aligned with the Company’s ongoing growth strategy and long-term operational infrastructure investments.
·The Company’s net cash used in financing activities during the six months ended June 30, 2026, was $1,515 thousands as compared to net cash provided by financing activities of $5,508 thousands for the six months ended June 30, 2025.
The Company has incurred operating losses since inception and has not yet achieved sustained positive cash flows from operations. Management believes that existing cash and cash equivalents, together with expected cash flows from operations, will be sufficient to fund core operating requirements for at least the next twelve months, assuming the deferral of certain non-essential capital expenditures and the execution of management’s operating plan. However, the Company’s ability to continue as a going concern remains dependent on the successful execution of its plan and, if necessary, access to additional capital. Therefore, the Company has substantial doubts about the Company’s ability to continue as a going concern.
11
BIOHARVEST SCIENCES INC. Management’s Discussion and Analysis
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The Company may seek to raise additional capital to support its long-term growth strategy, including through the issuance of equity or equity-linked securities, debt financing, or other strategic financing arrangements. The Company’s ability to raise additional capital, if and when needed, will depend on, among other things, market conditions, investor demand, and the Company’s operating performance. There can be no assurance that such financing will be available on favorable terms, or at all.
Off Balance Sheet Agreements
The Company has not entered into any material off-balance sheet arrangements such as guarantee contracts, contingent interests in assets transferred to unconsolidated entities, derivative financial obligations or arrangements with respect to any obligations under a variable interest equity arrangement.
Transactions with Related Parties
The Company’s key management personnel have the authority and responsibility for overseeing, planning, directing, and controlling the activities of the Company. Key management personnel include members of the Board of Directors, the Chief Executive Officer and the Chief Financial Officer.
The compensation earned by key management for the three and six-months period ended June 30, 2026, and 2025, was as follows:
Related party transactions:
| For the three months ended June 30, | For the six months ended June 30, | ||
| 2026 | 2025 | 2026 | 2025 |
|
|
|
|
|
Management fees | 453 | 471 | 928 | 926 |
Share-based payments | 180 | 4 | 229 | 11 |
Accrued interest | - | 38 | - | 78 |
Related party balances:
| As of June 30, 2026 | As of December 31, 2025 |
|
|
|
Management fees | 459 | 228 |
Prepaid expenses | (61) | (26) |
12
BIOHARVEST SCIENCES INC. Management’s Discussion and Analysis
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Critical Accounting Estimates and Judgements
The preparation of financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, and revenue and expenses.
The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Company based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are beyond the control of the Company. Such changes are reflected in the assumptions when they occur.
a.Liability for Agricultural Research Organization:
Each reporting period, the Company measures the Liability to Agricultural Research Organization, based on discounted cash flows derived from Company’s future anticipated revenues.
b.Incremental borrowing rate:
The Company measures lease liabilities at the present value of future lease payments, discounted using the incremental borrowing rate (“IBR”) when the interest rate implicit in the lease cannot be readily determined. Determining the IBR requires judgment and involves estimating reference interest rates, credit risk adjustments, lease term assumptions and economic environment factors.
Common Share Data
As at the date of this MD&A, the Company had the following securities issued and outstanding:
Common shares | Stock options | Warrants | RSUs |
22,667,842 | 2,550,876 | 610,742 | 262,095 |
Investor Relations Contracts
The Company has no material investor relations contracts.
Contractual Obligations
The Company has no contractual obligations that have not been disclosed.
13
BIOHARVEST SCIENCES INC. Management’s Discussion and Analysis
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Risks and Uncertainties
Global Economic Uncertainty. The Company’s ability to raise capital is subject to the risk of adverse changes in the market value of the Company’s share price. Periods of macroeconomic weakness or recession and heightened market volatility caused by adverse geopolitical developments could increase these risks, potentially resulting in adverse impacts on the Company’s ability to raise further capital on favorable terms. The impact of geopolitical tension, such as the conflict in the Middle East, a deterioration in the bilateral relationship between the US and China or an escalation in conflict between Russia and Ukraine, including any resulting sanctions, export controls or other restrictive actions that may be imposed by the US and/or other countries against governmental or other entities in, for example, Russia, also could lead to disruption, instability and volatility in global trade patterns, which may in turn impact the Company’s ability to source necessary raw materials and other inputs for manufacturing or the Company’s ability to close new revenue generating orders.
Geographical Risks. The Company’s principal place of business, operations and its facilities, where most of its employees are employed, are located in Rehovot and Yavne, Israel. In addition, the majority of the Company’s key employees and senior management are Israeli citizens. Accordingly, political, economic, and military conditions in Israel may directly affect the Company’s business.
On October 7, 2023, Hamas militants infiltrated Israel’s southern border from the Gaza Strip and carried out attacks against civilian and military targets in Israel. Following these events, the Government of Israel declared war against Hamas and the Israel Defense Forces initiated a large-scale mobilization of military reservists. Hostilities between Israel and Hamas continued through 2023, 2024 and 2025. On October 9, 2025, the Israeli Cabinet approved a ceasefire and hostage exchange agreement between Israel and Hamas that was brokered by the United States and took effect on October 10, 2025.
During this period, hostilities also escalated along Israel’s northern border involving Hezbollah forces operating from Lebanon. On November 27, 2024, Israel and Lebanon agreed to a ceasefire arrangement that remained in effect until February 18, 2025.
In June 2025, tensions between Israel and Iran escalated significantly and resulted in military operations between the two countries. On June 24, 2025, Israel and Iran agreed to an immediate ceasefire.
On February 28, 2026, the United States and Israel conducted coordinated aerial operations targeting military and governmental facilities in Iran. Subsequently, Iran launched missile attacks across parts of the Middle East and Hezbollah launched barrages of rockets toward northern Israel, leading to retaliatory actions by Israel.
On April 5, 2026, a ceasefire agreement was reached between Israel, the United States and Iran, which took effect immediately. As of the date of this MD&A, the ceasefire remains in place and the immediate hostilities have subsided.
Notwithstanding the ceasefire, the regional security situation continues to create uncertainty and could adversely affect Israel’s economy, the Company’s operations, employees, business partners, supply chain and overall business environment. The Company confirms that it has a business continuity plan and procedures in place, ensuring operational and financial continuity. As of the
14
BIOHARVEST SCIENCES INC. Management’s Discussion and Analysis
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date of this MD&A, the Company has not experienced a material adverse impact on its operations; however, the Company continues to monitor the situation closely and cannot predict the ultimate impact that these developments may have on its business, financial condition or results of operations.
Market Risks. The Company’s securities trade on public markets and the trading value thereof is determined by the evaluations, perceptions and sentiments of both individual investors and the investment community taken as a whole. Such evaluations, perceptions and sentiments are subject to change, both in short-term time horizons and long-term time horizons. An adverse change in investor evaluations, perceptions and sentiments could have a material adverse outcome on the Company and its securities.
Financing Risks. The Company will be dependent on raising capital through a combination of debt and/or equity offerings. There can be no assurance that the capital markets will remain favorable in the future, and/or that the Company will be able to raise the financing needed to continue its business at favorable terms, or at all. Restrictions on the Company’s ability to finance could have a material adverse outcome on the Company and its securities.
Share Price Volatility and Price Fluctuations. In recent years, the securities markets all over the world have experienced a high level of price and volume volatility, and the market prices of securities of many corporations have experienced wide fluctuations which have not necessarily been related to the operating performance, underlying asset values or prospects of such companies.
Key Personnel Risks. The Company’s efforts are dependent to a large degree on the skills and experience of certain of its key personnel, including the board of directors. The Company does not maintain “key man” insurance policies on these individuals. Should the availability of these persons’ skills and experience be in any way reduced or curtailed, this could have a material adverse outcome on the Company and its securities.
General Business Risk and Liability. Given the nature of the Company’s business, it may from time to time be subject to claims or complaints from investors or others in the normal course of business. The legal risk facing the Company, its directors, officers and employees in this respect includes potential liability for violations of securities laws, breach of fiduciary duty or misuse of investors’ funds. Some violations of securities laws and breach of fiduciary duty could result in civil liability, fines, sanctions or the suspension or revocation of the Company’s right to carry on its existing business. The Company may incur significant costs in connection with such potential liabilities.
Competition. There is the potential that the Company will face intense competition from other companies, some of which can be expected to have more financial resources, industry, manufacturing and marketing experience than the Company. Additionally, there is potential that the industry will undergo consolidation, creating larger companies that may have increased geographic scope and other economies of scale. Increased competition between larger, better-financed competitors with geographic or other structural advantages could materially and adversely affect the business, financial condition and results of operations of the Company. To remain competitive, the Company will require a continued level of investment in research and development, marketing, sales and client support. The Company may not have sufficient resources to maintain research and development, marketing, sales and client support efforts on a competitive basis which could materially and adversely affect the business, financial condition and results of operations of the Company.
15
BIOHARVEST SCIENCES INC. Management’s Discussion and Analysis
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Reliance on Key Business Inputs. The Company’s business is dependent on a number of key inputs and their related costs including raw materials and suppliers related to its growing operations as well as electricity, water, and other utilities. Any significant interruption or negative change in the availability or economics of the supply chain for key inputs could materially impact the business, financial condition and operating results of the Company. Any liability to secure required supplies and services or to do so on appropriate terms could also have a materially adverse impact on the business, financial condition, and operating results of the Company.
Potential product recalls. Manufacturers and distributers of products are sometimes subjected to the recall or return of their products for a variety of reasons, including product defects, such as contamination, unintended harmful side effects or interactions with other substances, packing safety and inadequate or inaccurate labeling disclosers. If the Company’s product is recalled due to an alleged product defect or for any other reason, the Company could be required to incur the unexpected expenses of the recall and any legal proceedings that might arise in connection with the recall.
The Company may lose a significant number of sales and may not be able to replace those sales at an acceptable margin or at all. In addition, a product recall may require significant management attention.
Although the Company had detailed procedures in place for testing finished products, there can be no assurance that any quality, potency or contamination problem will be detected in time to avoid unforeseen product recalls, regulatory action or lawsuit. Additionally, if one of the Company’s products was subject to recall, the image of the Company could be harmed. A recall for any one of the foregoing reasons could lead to decreased demand for the Company’s products and could have a material adverse effect on the results of operations and financial condition of the Company.
History of Net Losses; Accumulated Deficit; Lack of Revenue from Operations. The Company has incurred net losses to date. The Company may continue to incur losses. There is no certainty that the Company will operate profitably or provide a return on investment in the future.
Uninsurable risks. The Company may become subject to liability for events against which it cannot insure or against which it may elect not to insure. Such events could result in substantial damage to property and personal injury. The payment of any such liabilities may have a material, adverse effect on the Company’s financial position.
No History of Dividends. Since incorporation, the Company has not paid any cash or other dividends on its common stock and does not expect to pay such dividends in the foreseeable future, as all available funds will be invested primarily to finance the Company’s operations. The Company will need to achieve profitability prior to any dividends being declared.
16
BIOHARVEST SCIENCES INC. Management’s Discussion and Analysis
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Other Information
Additional information related to the Company is available for viewing on SEDAR+ at www.sedarplus.ca. This additional information is not incorporated into this Management’s Discussion and Analysis and does not constitute a part of this Management’s Discussion and Analysis.
17
This is an unofficial consolidation of Form 52-109F2 Certification of Interim Filings Full Certificate reflecting amendments made effective January 1, 2011 in connection with Canada’s changeover to IFRS. The amendments apply for financial periods relating to financial years beginning on or after January 1, 2011. This document is for reference purposes only and is not an official statement of the law. |
Form 52-109F2
Certification of Interim Filings Full Certificate
I, Zaki Rakib, the Chief Executive Officer of BioHarvest Sciences Inc., certify the following:
1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of BioHarvest Sciences Inc. (the “issuer”) for the interim period ended June 30, 2026.
2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
1
5.1Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2ICFR – material weakness relating to design: N/A
5.3Limitation on scope of design: N/A
6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2026, and ended on June 30, 2026, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: August 11, 2026
/s/ Zaki Rakib
Zaki Rakib
Chief Executive Officer
2
This is an unofficial consolidation of Form 52-109F2 Certification of Interim Filings Full Certificate reflecting amendments made effective January 1, 2011 in connection with Canada’s changeover to IFRS. The amendments apply for financial periods relating to financial years beginning on or after January 1, 2011. This document is for reference purposes only and is not an official statement of the law. |
Form 52-109F2
Certification of Interim Filings Full Certificate
I, Bar Dichter, the Chief Financial Officer of BioHarvest Sciences Inc., certify the following:
1.Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of BioHarvest Sciences Inc. (the “issuer”) for the interim period ended June 30, 2026.
2.No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
4.Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.
5.Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a)designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i)material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii)information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b)designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
1
5.1Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
5.2ICFR – material weakness relating to design: N/A
5.3Limitation on scope of design: N/A
6.Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on April 1, 2026, and ended on June 30, 2026, that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
Date: August 11, 2026
/s/ Bar Dichter
Bar Dichter
Chief Financial Officer
2