6-K

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 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 December 2025 (Report No. 2)

Commission

File Number: 001-42796

NasusPharma Ltd.

YigalAlon 65

TelAviv, Israel 6744317

(Address of principal executive office)

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 ☐

CONTENTS

This Report of Foreign Private Issuer on Form 6-K of Nasus Pharma Ltd. (the “Company”) consists of the Company’s: (i) Condensed Unaudited Interim Financial Statements as of and for the six months ended June 30, 2025, which are attached as Exhibit 99.1 hereto; and (ii) Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the six months ended June 30, 2025, which is attached as Exhibit 99.2 hereto.

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EXHIBIT

INDEX

Exhibit No.
99.1	Condensed Unaudited Interim Financial Statements as of and for the Six Months Ended June 30, 2025.
99.2	Management’s Discussion and Analysis of Financial Condition and Results of Operation as of and for the Six Months Ended June 30, 2025.

SIGNATURE

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.

	NASUS PHARMA LTD.
Date: December 29, 2025	By:	/s/ Dan Teleman
	Name:	Dan Teleman
	Title:	Chief Executive Officer

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Exhibit 99.1

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NASUS

PHARMA LTD.

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CONDENSED

FINANCIAL STATEMENTS

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AS

OF JUNE 30, 2025

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UNAUDITED

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U.S

DOLLARS IN THOUSANDS

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INDEX

Unaudited<br> Interim Condensed Balance Sheets	F-2
Unaudited<br> Interim Condensed Statements of Operations	F-3
Unaudited<br> Interim Condensed Statements of Changes in Shareholders’ Deficit	F-4
Unaudited<br> Interim Condensed Statements of Cash Flows	F-5
Notes<br> to Unaudited Interim Financial Statements	F-6

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NASUS

PHARMA LTD. AND ITS SUBSIDIARY

UNAUDITED

INTERIM CONDENSED BALANCE SHEETS

(Amounts in<br> U.S. dollars in thousands, except share and per share amounts)			December<br> 31, 2024
Assets
Current assets:
Cash and cash<br> equivalents	203		$	284
Restricted cash	29			27
Prepaid expenses and<br> other current assets (of which 0 and 116 are to related parties as of June 30, 2025 and December 31, 2024, respectively)	59			146
Total current assets	291			457
Deferred offering cost	348			260
Total<br> Assets	639		$	717
Liabilities and Shareholders’<br> Deficit
Current liabilities:
Accounts payable	664		$	651
Accrued expense and other<br> current liabilities (of which 904 and 711 are to related parties as of June 30, 2025 and December 31, 2024, respectively)	1,179			987
Convertible securities (of<br> which 725<br> and 605<br> are to related parties as of June 30, 2025 and December 31, 2024, respectively)	2,563			1,802
Current<br> liabilities related to discontinued operations	547			489
Total current liabilities	4,953			3,929
Total<br> Liabilities	4,953			3,929
Commitments and contingencies (see Note 6)	-
Shareholders’ deficit
Ordinary Shares(*)(**), par value NIS 0.01<br> per share; 13,265,593 shares authorized as of June 30, 2025 and  December 31, 2024, respectively; 7,362,906 shares issued as<br> of June 30, 2025 and December 31, 2024, respectively	20			20
Additional paid-in capital	9,582			9,432
Accumulated<br> deficit	(13,916	)		(12,664	)
Total<br> Shareholders’ Deficit	(4,314	)		(3,212	)
Total<br> Liabilities and Shareholders’ Deficit	639		$	717

All values are in US Dollars.

*	Unless otherwise stated,<br> the term Ordinary Shares in these financial statements refers to all classes of shares, including Ordinary Shares, Class A Ordinary<br> Shares, Class A-1 Ordinary Shares, Class A-2 Ordinary Shares, Class A-3 Ordinary Shares, Class A-3A Ordinary Shares and Class A-3B<br> Ordinary Shares.
**	After giving effect to the<br> forward share split, see also Note 2 (c).

The accompanying notes are an integral part of these financial statements.‎

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NASUS

PHARMA LTD. AND ITS SUBSIDIARY

UNAUDITED

INTERIM CONDENSED STATEMENTS OF OPERATIONS

(Amounts in<br> U.S. dollars in thousands, except share and per share amounts)			2024
Operating expenses:
Research and<br> development (of which 295<br> and 103<br> are with related parties in 2025 and 2024, respectively)	289		$	168
General<br> and administrative (of which 286 and 149 are with related parties in 2025 and 2024, respectively)	528			315
Total operating expenses	817			483
Operating loss from continuing operations	(817	)		(483	)
Interest expense (of which<br> 0 and 12 are with related parties in 2025 and 2024, respectively)	-			(18	)
Change in fair value of<br> convertible securities	(326	)		(379	)
Other<br> expense, net	(51	)		(5	)
Loss from continuing operations	(1,194	)		(885	)
Net<br> income (loss) from discontinued operations	(58	)		14
Net loss	(1,252	)	$	(871	)
Per share data:
Loss per share attributable to shareholders:
Basic	(0.17	)	$	(0.13	)
Diluted	(0.17	)	$	(0.13	)
Weighted average Ordinary Shares outstanding<br> – basic(*)	7,362,906			6,889,708
Weighted average Ordinary Shares outstanding<br> – diluted(*)	7,362,906			6,889,708

All values are in US Dollars.

The accompanying notes are an integral part of these financial statements.‎

*	After giving effect to the forward share split, see also<br> Note 2(c).

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NASUS

PHARMA LTD. AND ITS SUBSIDIARY

UNAUDITED

INTERIM STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(Amountsin U.S. dollars in thousands, except share and per share amounts)

			*<br> **
					Additional					Total
	Ordinary<br> Shares* (**)				Paid-<br> in		Accumulated			Shareholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance as of December 31, 2023		6,889,708	$	19	$	7,316	$	(11,132	)	$	(3,797	)
Share-based compensation		-		-		5		-			5
Net loss		-		-		-		(871	)		(871	)
Balance as of June 30, 2024		6,889,708	$	19	$	7,321	$	(12,003	)	$	(4,663	)
					Additional
---	---	---	---	---	---	---	---	---	---	---	---	---
	Ordinary<br> Shares* (**)				Paid-<br> in		Accumulated			Shareholders’
	Shares		Amount		Capital		Deficit			Deficit
Balance as of December 31, 2024		7,362,906	$	20	$	9,432	$	(12,664	)	$	(3,212	)
Balance		7,362,906	$	20	$	9,432	$	(12,664	)	$	(3,212	)
Share-based compensation		-		-		150		-			150
Net loss		-		-		-		(1,252	)		(1,252	)
Balance as of June 30, 2025		7,362,906	$	20	$	9,582	$	(13,916	)	$	(4,314	)
Balance		7,362,906	$	20	$	9,582	$	(13,916	)	$	(4,314	)
*	Unless<br> otherwise stated, the term Ordinary Shares in these financial statements refers to all classes<br> of shares, including Ordinary Shares, Class A Ordinary Shares, Class A-1 Ordinary Shares,<br> Class A-2 Ordinary Shares and Class A-3 Ordinary Shares, Class A-3A Ordinary Shares and Class<br> A-3B Ordinary Shares.
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**	After<br> giving effect to the forward share split, see also Note 2(c).

The accompanying notes are an integral part of these financial statements.‎

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NASUS

PHARMA LTD. AND ITS SUBSIDIARY

UNAUDITED

INTERIM STATEMENTS OF CASH FLOWS

(Amounts<br> in U.S. dollars in thousands)			2024
Cash flows from operating<br> activities:
Net loss	(1,252	)	$	(871	)
Less: Net loss (income)<br> from discontinued operations	58			(14	)
Loss from continuing operations	(1,194	)		(885	)
Adjustments to reconcile loss from continuing<br> operations to net cash used in operating activities:
Share-based compensation	150			5
Change in fair value of convertible securities	326			379
Effect of exchange rates	6			(5	)
Accrued interest on short-term debt from shareholders	-			18
Change in operating assets and liabilities:
Prepaid expenses and other current assets	88			221
Accounts payable	13			(4	)
Accrued expense and other<br> current liabilities	178			98
Cash used in operating activities from continuing<br> operations	(433	)		(173	)
Net cash used in operating<br> activities from discontinued operations	-			(7	)
Net cash used in operating<br> activities	(433	)	$	(180	)
Cash flows from financing<br> activities:
Proceeds from issuance of convertible securities (of which 50 and 150<br> are with related parties in 2025 and 2024, respectively)	435			951
Payments in connection<br> with deferred offering costs	(75	)		(70	)
Net<br> cash provided by financing activities	360		$	881
Cash used in financing activities from discontinued<br> operations	-			-
Cash provided by financing<br> activities	360			881
Effect of exchange rate changes on cash, cash<br> equivalents and restricted cash	(6	)		5
Net increase (decrease)<br> in cash and cash equivalents	(79	)		706
Cash, cash equivalents<br> and restricted cash at beginning of period	311			210
Cash,<br> cash equivalents and restricted cash at end of period	232		$	916
Supplemental disclosure<br> of non-cash financing activities:
Offering cost included in accrued expense and<br> other current liabilities	43			21

All values are in US Dollars.

The accompanying notes are an integral part of these financial statements.‎

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the balance sheets to the total of the same such amounts shown on the statements of cash flows.

	June<br> 30, 2025		June<br> 30, 2024
Cash and cash equivalents	$	203	$	900
Restricted cash		29		16
Cash,<br> cash equivalents and restricted cash at end of year	$	232	$	916

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NASUS

PHARMA LTD. AND ITS SUBSIDIARY

NOTES

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

(Amountsin U.S. dollars in thousands, except share and per share amounts)

NOTE 1:	ORGANIZATIONAND NATURE OF THE BUSINESS
a.	Description of the Business
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Nasus Pharma Ltd. (the “Company”) was incorporated in May 2019 under the laws of the State of Israel. The Company is a clinical stage specialty pharmaceutical company focused primarily on the development of intranasal drugs to treat emergency medical conditions. The Company is developing a powder-based intranasal technology with a specialized product portfolio to address acute medical conditions and public health threats. The Company’s lead product candidate is NS002, an intranasal powder Epinephrine nasal spray for the treatment of type 1 severe allergies and anaphylaxis. The Company has also been developing NS001, an intranasal naloxone powder nasal spray for the treatment of opioid overdose. Following the successful completion of its Phase 3 clinical trial, the Company has paused development activities for NS001 and is evaluating potential partnering opportunities and strategic alternatives for the program.

b.	Liquidity and Going Concern

The financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”) on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

Since inception, the Company has devoted substantially all of its efforts to business planning, research and development, conducting clinical trials and securing capital resources. The Company remains in the development and clinical stage and has not generated revenue from its product candidates to date. As a result, the magnitude of future operating losses and the timing of achieving profitability remain uncertain**.**

During

the six months ended June 30, 2025, the Company incurred a net loss of $1,252 (and a loss of $1,194 from continuing operations) and used net cash flows from operations of $433. Additionally, as of June 30, 2025, the Company had cash and cash equivalents of $232 to fund its operations and an accumulated deficit of $13,916. As of December 24, 2025, the Company had cash and cash equivalents of $4.2 million to fund its operations.

The Company has funded its operations to date primarily through equity financing and the issuance of convertible securities in the form of simple agreement of future equity (“SAFE”) (see Note 4 and Note 12). Additionally, in August 2025, the Company successfully completed an initial public offering (“IPO”), and in September 2025, closed on a partial exercise of the over-allotment option by the underwriters of its IPO, raising an aggregate of $10 million in gross proceeds, to advance its research, development, and clinical trial activities. Additional funding will be required to complete the Company’s research and development and clinical trials, to attain regulatory approvals, to begin the commercialization efforts of the Company’s products and to achieve a level of sales adequate to support the Company’s cost structure. While the Company has been able to raise outside capital in the past, there can be no assurance that it will be able to successfully obtain additional financing on a timely basis in terms acceptable to the Company, if at all.

Management expects that the Company will continue to generate losses from the clinical development and regulatory activities of its product candidates, which would result in negative cash flow from operating activity. This has led management to conclude that there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.

c.	Stock split

Subsequent to the balance sheet date, the shareholders of the Company approved to effect a forward share split at a ratio of 1-for-4.77008, which was effected on August 6, 2025. All share and per share amounts for Ordinary Shares, share options and loss per share amounts have been adjusted to give retroactive effect to the forward share split for all periods presented in these financial statements.

d.	Initial Public Offering and Related Transactions

Subsequent

to the balance sheet date, the Company completed a sale of shares of its Ordinary Shares in its IPO. In connection with the IPO, the Company issued and sold 1,253,824 Ordinary Shares, including 3,824 Ordinary Shares associated with the partial exercise of the underwriters’ over-allotment option to purchase additional Ordinary Shares, at a price of $8.00 per share, resulting in net proceeds to the Company of approximately $8.8 million after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. All shares issued and sold were registered pursuant to a registration statement on Form F-1 (333-288582), as amended, declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on August 12, 2025. In addition, in connection with the IPO, the Company granted the underwriters warrants to purchase up to an aggregate amount of 37,614 Ordinary Shares. The Underwriter’s Warrants have an exercise price equal to $10.00 per Ordinary Share, will become exercisable on February 10, 2026 and will expire on August 10, 2030.

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PHARMA LTD. AND ITS SUBSIDIARY

NOTES

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

(Amountsin U.S. dollars in thousands, except share and per share amounts)

NOTE 2:	SIGNIFICANTACCOUNTING POLICIES

Basis of presentation - The accompanying interim condensed financial statements of the Company are unaudited. These interim condensed financial statements have been prepared in accordance with U.S. GAAP and the applicable rules and regulations of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

The December 31, 2024 condensed balance sheet was derived from the audited financial statements as of that date, but does not include all of the information and footnotes required by U.S. GAAP for complete financial statements.

The accompanying unaudited interim condensed financial statements have been prepared on the same basis as the audited financial statements and, in the opinion of management, reflect all adjustments of a normal recurring nature considered necessary to state fairly the Company’s financial position, results of operations, and cash flows for the interim periods. The interim results for the six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025, or for any other future annual or interim period.

The unaudited interim condensed financial statements should be read in conjunction with the audited financial statements and accompanying notes of the Company for the year ended December 31, 2024. The significant accounting policies applied in the annual financial statements of the Company as of December 31, 2024, are applied consistently in these interim condensed financial statements.

Useof estimates - The preparation of condensed financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant items subject to such estimates and assumptions include identifying the existence of embedded derivatives, share-based compensation and the determination of the fair value of the Company’s Ordinary Shares, share options and the fair value of convertible securities.

RecentlyAdopted Accounting Standards

As an emerging growth company, the JOBS Act allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflects this election.

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PHARMA LTD. AND ITS SUBSIDIARY

NOTES

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

(Amountsin U.S. dollars in thousands, except share and per share amounts)

In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The new guidance was adopted for the Company on January 1, 2023 and the adoption did not have a material impact on the Company’s financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) – Improvements to Reportable Segment Disclosures. This ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. This ASU is effective for our annual fiscal year 2024, and interim periods starting in fiscal year 2025. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements.

The new guidance was adopted by the Company for fiscal year 2024 annual financial statements and this standard was applied retrospectively for the prior period presented in the financial statements. See Note 7 – Segment Reporting for further information.

RecentlyIssued Accounting Standards Not Yet Adopted

In November 2024, the FASB issued Accounting Standards Update (ASU) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), Disaggregation of Income Statement Expenses. This update aims to enhance the transparency of financial reporting by requiring public business entities (PBEs) to provide disaggregated disclosure of certain income statement expense captions into specified categories in disclosures within the footnotes to the financial statements. The ASU is effective for annual fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. Adoption of this ASU should be applied on a prospective basis, although retrospective application is permitted. The Company is currently evaluating the impact of adopting this ASU on its financial statements and disclosures.

NOTE 3:	SHORT-TERMDEBT FROM SHAREHOLDERS

In

July 2022, the Company received a loan in the amount of $500 from two existing shareholders (Messrs. Ronnie Hershman and Michael Gibber), one of which is also a director of the Company, for a term of twelve (12) months, at an interest rate of 8% per annum (the “July 2022 Loan”). On August 28, 2024, the Company and each of said shareholders entered into an exchange letter (the “July 2022 Loan Exchange Letter”), according to which the Company’s obligations in connection with the loan were discharged in consideration for the issuance of a SAFE under the same terms as the 2024 SAFEs (see Note 4). The balance of the July 2022 Loan was $560 as of December 31, 2023 (included in short-term debt from shareholders), and after considering interest accrued during 2024 through the date the July 2022 Loan Exchange Letter was executed and withholding taxes to be paid on behalf of the said shareholders, it was deemed that Dr. Ronnie Hershman invested an amount in the SAFE of $284 and Michael Gibber invested an amount in the SAFE of $286.

In February 2023, the Company received a loan in an aggregate amount of $60 from its co-founders, Mr. Udi Gilboa and Dr. Dalia Megiddo, and director, Dr. Ronnie Hershman (the “February 2023 Loan”), under substantially the same terms as the July 2022 Loan, for a term of twelve (12) months, at an interest rate of 8% per annum. The balance of the February 2023 Loan, including interest accrued, was $67 as of December 31, 2023, and included in Short-term debt from shareholders. On August 28, 2024, the Company and each of these investors entered into an exchange letter, according to which the Company’s obligations in connection with the February 2023 Loan were discharged in consideration for the issuance of a SAFE under the same terms as the 2024 SAFEs (see Note 4), under which Dr. Ronnie Hershman was deemed to have invested an amount in the SAFE of $44, Dr. Dalia Megiddo was deemed to have invested an amount in the SAFE of $11, and Mr. Udi Gilboa was deemed to have invested an amount in the SAFE of $11 in said SAFE.

NOTE 4:	CONVERTIBLESECURITIES
a.	The<br> Company has raised funds through the issuance of SAFEs.
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A SAFE requires conversion into shares of the Company upon the occurrence of certain events, or at the maturity date of the SAFE. The number of shares to be issued upon conversion of the SAFE are not fixed and will be dependent upon the nature of the event that occurred that resulted in its conversion, the fair value of shares as of the event’s date, and other factors as defined in the related agreement.

SAFEs are classified as a liability and the Company elected the fair value option in accordance with ASC 825, Financial Instruments (“ASC 825”). Accordingly, the liability is adjusted to fair value at each balance sheet date, with the change in fair value being recorded as change in fair value of convertible securities within the statements of operations. The Company reclassifies the SAFE amount from liability to equity once it converts into Ordinary Shares.

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NOTES

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

(Amountsin U.S. dollars in thousands, except share and per share amounts)

b.	On<br> February 17, 2022, the shareholders approved the issuance of SAFEs (the “2022 SAFEs”)<br> to certain shareholders and third parties up to a maximum aggregate amount of $1,000. In<br> March 2022 and April 2022, the Company raised $966 under the 2022 SAFE.

The

2022 SAFE investors are entitled to the rights and privileges set forth in the agreement, which include the issuance of the most senior shares outstanding upon conversion of the 2022 SAFEs in the event of an equity financing or liquidity event occurs prior to the termination of the 2022 SAFEs as defined in the related agreement. The investors receive a 40% discount on the share price in any of such event. If a dissolution event occurs prior to the termination of the 2022 SAFE, each SAFE investor is entitled to receive, prior to consummation of the dissolution event, a portion of the related proceeds equal to its investment amount, or in case the applicable proceeds upon dissolution are insufficient to permit a full payment of the amounts invested under the 2022 SAFEs, a prorated amount in par with the other SAFE investors. In the event that the 2022 SAFEs mature after 15 months from its issuance, all amounts invested under the 2022 SAFEs are converted into the Company’s outstanding most senior shares based on a $41,000 valuation divided by number of outstanding shares including any outstanding share options. The 2022 SAFEs expire and terminate immediately upon the earliest to occur of (1) the issuance of shares upon its conversion due to equity financing or liquidity event, or upon maturity; or (2) the payment, or setting aside for payment, of amounts due to the occurrence of dissolution event.

In

June and July 2023, the 2022 SAFEs matured and, accordingly, should have been converted into 168,112

of the Company’s most senior outstanding shares. As of

December 31, 2023, the shares had not been issued, and therefore, the 2022 SAFEs remained outstanding. On August 28, 2024, the 2022 SAFEs were converted into 168,112

Class A-3A Ordinary Shares. See Note 12(i)

c.

On<br> March 15, 2023, the shareholders approved the issuance of additional SAFEs to certain shareholders<br> and third parties up to the maximum aggregate amount of $1,000 (the “2023 SAFEs”).<br> In March and April 2023, the Company raised $995 under the 2023 SAFEs. In addition, the Company<br> paid $15 as finder fees for issuance of the 2023 SAFEs which was recorded as other expense,<br> net within the statements of operations.

The

2023 SAFEs investors are entitled to the rights and privileges set forth in the agreement, which include the issuance of the most senior shares outstanding upon conversion of the 2023 SAFEs in the event of an equity financing or liquidity event occurs prior to the termination of the 2023 SAFEs as defined in the related agreement. The investors receive a 40% discount on the share price in any of such event. If a dissolution event occurs prior to the termination of the 2023 SAFEs, each SAFE investor is entitled to receive, prior to consummation of the dissolution event, a portion of the related proceeds equal to its investment amount, or in case the applicable proceeds upon dissolution are insufficient to permit a full payment of the amounts invested under the 2023 SAFEs, a prorated amount in par with the other SAFE investors. In the event the 2023 SAFEs mature after 15 months without a conversion prior to 15 months from its issuance, all amounts invested under the 2023 SAFEs are converted into the Company’s outstanding most senior shares based on a $24,600 valuation divided by number of outstanding shares including any outstanding share options. The 2023 SAFEs expire and terminate immediately upon the earliest to occur of (1) the issuance of shares upon its conversion due to equity financing or liquidity event, or upon maturity; or (2) the payment, or setting aside for payment, of amounts due to the occurrence of dissolution event.

In

June, July and August 2024, the 2023 SAFEs have matured. On August 28, 2024, the 2023 SAFEs were converted into 305,085

Class A-3B Ordinary Shares. See Note 12(i).

d.

On April 9, 2024, the Board of Directors approved the issuance of additional SAFEs to certain shareholders and third parties up to the maximum aggregate amount of $1,500, which increased on August 28, 2024 to $2,000 (the “2024 SAFEs”). The Company raised $1,000 under the 2024 SAFEs during the year ended December 31, 2024 and an additional $435 during the six-month period ended June 30, 2025. In addition, 2024 SAFEs in the amount of $636 were issued in connection with the discharge of the Company’s obligations under the July 2022 Loan and February 2023 Loan (see Note 3).<br><br> <br><br><br> <br>On March 24, 2025, the Company also entered into an additional SAFE as part of the 2024 SAFEs with an investor who committed in the amount of $250, but this amount was never received. The Company did not record a liability in the balance sheet as of June 30, 2025, for this amount. In December 2025, the Company terminated the SAFE with this investor as it was not paid to date (see Note 12).

The 2024 SAFEs investors are entitled to the rights and privileges set forth in the agreement, which include the issuance of the most senior shares outstanding upon conversion of the 2024 SAFEs in the event that an initial public offering, merger, acquisition, qualified equity financing or other liquidity event occurs prior to the termination of the 2024 SAFEs as defined in the related agreement. The investors receive a 35% discount on the share price in any of such event. If a dissolution event occurs prior to the termination of the 2024 SAFEs, each SAFE investor is entitled to receive, prior to consummation of the dissolution event, a portion of the related proceeds equal to its investment amount, or in case the applicable proceeds upon dissolution are insufficient to permit a full payment of the amounts invested under the 2024 SAFEs, a prorated amount in par with the other SAFE investors. If such events had not occurred within 18 months of the execution of the 2024 SAFEs, all amounts invested under the 2024 SAFEs are converted into the Company’s outstanding most senior shares based on the previous round of equity financing consummated discounted in 35% and divided by number of outstanding shares including any outstanding share options. The 2024 SAFEs expire and terminate immediately upon the earliest to occur of (1) the issuance of shares upon its conversion due to a qualified equity financing or liquidity event as aforesaid, or upon maturity; or (2) the payment, or setting aside for payment, of amounts due to the occurrence of a dissolution event.

e.	The<br> Company measured the 2022 SAFEs, the 2023 SAFEs and 2024 SAFEs upon receiving the cash and<br> on each period end at its fair value in accordance with ASC 825-10 with the changes in fair<br> value reported in the condensed statements of operations.

The SAFEs were valued at the end of the year using a probability-weighted expected return model, which incorporated significant unobservable inputs.

The

Company’s IPO in August 2025 triggered the conversion of the 2024 SAFEs into Ordinary Shares. In December 2025, the 2024 SAFEs were converted into 398,651 Ordinary Shares (see Note 12).

| F-9 |

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NASUS

PHARMA LTD. AND ITS SUBSIDIARY

NOTES

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

(Amountsin U.S. dollars in thousands, except share and per share amounts)

The Company used the following significant inputs in measuring the SAFEs:

SCHEDULE

OF SIGNIFICANT INPUTS IN MEASURING

	June<br> 30, 2025			December<br> 31, 2024
Fair value of Ordinary Share*	$	4.14		$	3.40
Weighted average cost of capital		23.1	%		23.5	%
Risk free rate		4.29%<br> - 4.41	%		4.16%-4.24	%
Time to maturity		0.25-0.43			0.49-0.93
*	Including inputs<br>and assumptions on the likelihood of a SAFE mandatory conversion, qualified equity financing or liquidity event or dissolution.
---	---
NOTE 5:	FAIRVALUE MEASUREMENTS
---	---

The following table provide the liabilities carried at fair value measured on a recurring basis:

SCHEDULE

OF FAIR VALUE MEASUREMENT

Financial<br> liabilities at fair value:	Level<br> 1		Level<br> 2		Level<br> 3		Total
Fair Value<br> Measured as of June 30, 2025
Financial<br> liabilities at fair value:	Level<br> 1		Level<br> 2		Level<br> 3		Total
Convertible securities	$	-	$	-	$	2,563	$	2,563
Total<br> financial liabilities at fair value	$	-	$	-	$	2,563	$	2,563
Financial<br> liabilities at fair value:	Level<br> 1		Level<br> 2		Level<br> 3		Total
---	---	---	---	---	---	---	---	---
Fair Value<br> Measured as of December 31, 2024
Financial<br> liabilities at fair value:	Level<br> 1		Level<br> 2		Level<br> 3		Total
Convertible securities	$	-	$	-	$	1,802	$	1,802
Total<br> financial liabilities at fair value	$	-	$	-	$	1,802	$	1,802

The changes in the fair value of the Company’s Level 3 financial liabilities, which are measured on a recurring basis are as follows:

SCHEDULE

OF LEVEL 3 FINANCIAL LIABILITIES

	Convertible<br> securities
January 1, 2024	$	1,830
Proceeds from issuance of SAFEs		950
Change in fair value of<br> convertible securities		379
June 30, 2024	$	3,159
January 1, 2025		1,802
Proceeds from issuance of SAFEs		435
Change in fair value of<br> convertible securities		326
June 30, 2025	$	2,563

There were no transfers between fair value measurement levels during the six-months ended June 30, 2025 and year ended December 31, 2024.

The estimated fair value of the Company’s cash and cash equivalents, restricted cash, other current assets, accounts payable, accrued expense and other current liabilities and short-term debt from shareholders approximates their carrying values as these financial instruments are highly liquid or short-term in nature.

| F-10 |

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NASUS

PHARMA LTD. AND ITS SUBSIDIARY

NOTES

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

(Amountsin U.S. dollars in thousands, except share and per share amounts)

NOTE 6:-	CONTINGENT LIABILITIES AND COMMITMENTS

Litigation

a.

From<br> time to time, the Company may be involved in various claims and legal proceedings. The Company<br> reviews the status of each matter and assesses its potential financial exposure. If the potential<br> loss from any claim or legal proceeding is considered probable and the amount can be reasonably<br> estimated, the Company accrues a liability for the estimated loss. The Company discloses<br> pending claims and legal proceedings litigation if the Company believes a possibility exists<br> that the claims and legal proceedings litigation will have a material effect on its financial<br> results. Legal costs are accounted for as they are incurred.

b.

In<br> May 2022, the Company received a letter from a supplier associated with the Taffix (defined<br> below) business, which demanded that the Company pay professional fees billed to the Company<br> in connection with services provided by the supplier. In August 2022, the supplier commenced<br> legal proceedings in the magistrate court of Tel Aviv, in an amount of $92. The Company recorded<br> the entire contractual expenses prior to January 1, 2023 and a liability of $92 is recorded<br> as current liabilities related to discontinued operations within the Company’s balance<br> sheets as of June 30, 2025. See Note 12 for the settlement signed between the parties.

Commitments

a.

In<br> May 2019, the Company entered into a license agreement (“License Agreement”)<br> with Formulex Pharma Innovations Ltd. (“Formulex”). Formulex is an Israeli corporation,<br> owned by the Company’s shareholders, Mr. Ehud Gilboa, Dr. Dalia Megiddo and Dr. Ronnie<br> Herschman. Pursuant to the License Agreement, Formulex granted the Company a license for<br> the development, manufacture and commercialization of Formulex’s patent for dry powder<br> compositions for intranasal delivery and rights in the know-how of its intranasal and inhaled<br> formulations, combination products, and particle engineering, together, the Licensed Products.<br> Also pursuant to the License Agreement, the Company pay Formulex royalties of the Licensed<br> Products in the amount of 0.5% of net sales of the licensed products, which are capped at<br> $100 in the aggregate. The royalty payment period commenced on the effective date of the<br> agreement and will continue on a country-by-country, product-by-product basis for the longer<br> of: (i) 15 years from the date of the first commercial sale of such Licensed Product in such<br> country, or (ii) until the licensed patent expires in such country. The Company may terminate<br> the License Agreement for any reason upon 60 days prior written notice. In the event of such<br> termination, the Company has the right to acquire the Licensed Technology in an amount equal<br> to the difference between the amount of royalty actually paid to Formulex prior to the date<br> of termination and the amount of $100. Termination of the agreement does not relieve the<br> parties of obligation accrued prior to such termination.

In June 2019, the Company entered into a service agreement with Formulex, as subsequently amended in March 2020 (“Previous Formulex Service Agreement”), to facilitate the flow of information and know how, as well as help develop the Company products. The Company pays $5 a month under the service agreement. The services agreement automatically renews every year for a period of one year, unless terminated by either party upon 30 days’ written notice, in accordance with the terms and conditions set forth therein. In connection with the same, Formulex provided the Company with one-time development services in 2024 and 2023 for additional fees of $0 and $22, respectively.

In

August 2024, the Company signed an additional agreement with Formulex to provide services which support the Company in providing services to the governmental body (see Note 6(b)). As of June 30 2025, an amount of $192

paid by the Company for services provided by Formulex to the Company is recorded in the statements of operations in research and development expenses. In September and December 2025, the Company entered into an amendment of the agreement with Formulex (see Note 12).

b.

In<br> July 2024, the Company entered in a non-recurring research arrangement with a government<br> body to perform research and development activities in connection with a new formulation,<br> that is intended to be used through intranasal delivery. As of June 30, 2025, the research<br> and development activity related to that arrangement have commenced, and an amount of $196<br> received from the<br> governmental body. The amounts received under the arrangement were recorded as a reduction<br> to research and development expenses within the statements of operations during the six-month<br> period ended June 30, 2025.

c.

In<br> September 2019, the Company entered into a master service agreement and schedules of work<br> (the “Aptar Agreement”) with Aptar Group Inc. (“Aptar”) under which<br> Aptar granted the Company technology access to co-development and support for the development<br> and submissions to regulatory bodies of intranasal to deliver NS001 and NS002 using Aptar’s<br> technology.

| F-11 |

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NASUS

PHARMA LTD. AND ITS SUBSIDIARY

NOTES

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

(Amountsin U.S. dollars in thousands, except share and per share amounts)

In

connection with NS001, the Company is required to pay Aptar up to $1,350 in the aggregate comprising of $200 in development stage, $350 upon submission of New Drug Application (“NDA”) with the U.S. Food and Drug Administration (“FDA”) (or equivalent body outside the U.S.) and $800 at market launch. The Company paid $200 to Aptar prior to January 1, 2022. In August 2021, the Company entered into a change order with respect to NS001, for the provision of additional services and deliverables to be provided by Aptar for an additional fee of Euro (“€”) 100 ($103), out of which €40 ($41) paid to Aptar prior to January 1, 2022, and the remaining amounts will be paid upon NDA submission and FDA approval of NS001.

In

connection with NS002, the Company is required to pay Aptar up to $675 in the aggregate comprising of $150 in development stage, $225 upon submission of NDA with the FDA (or equivalent) and $300 at market launch. The Company paid $150 to Aptar prior to January 1, 2022.

The

Company is also obligated to pay Aptar for each final product that achieves certain sales-based milestone events and tiered royalties on net sales of each final product by the Company or its affiliates or sublicensees at rates ranging from a low single-digit percentage, depending on the total annual worldwide net sales of each such final product up to seven years after first commercial sale. The Aptar Agreement has an early termination fee in case the Company terminate NS001 or NS002 programs for whatever reason, other than a breach of the agreement by Aptar, of $450 for each product.

In

April 2021, the Company entered into an agreement with Aptar’s subdivision, NextBreath, which is subject to terms and conditions of the Aptar Agreement, to perform laboratory and development services in connection with NS001. For the services received under the agreement by April 2022, there is an amount of $529 outstanding payable to Aptar, which has not been paid to date.

On

June 15, 2022, Aptar sent the Company a Notice of Default Letter, which followed by Notice of Termination Letter sent on October 5, 2022, in which Aptar claimed for alleged breach of the contractual obligations of the Aptar Agreement made by Nasus and stated the outstanding amounts of $529

and

in addition a termination fee of $450

related to NS001. The Company did not agree with the alleged

breach made by Aptar and the existence of any grounds for termination of the Aptar’s Agreement. Since then, the Company and Aptar discussed and exchanged further correspondence, but were unable to resolve the claims and allegations made by each party. There is no legal proceeding between Nasus and Aptar. As of June 30, 2025 and December 31, 2024, a liability of $529

is recorded as accounts payable within the balance sheets.

The Company has not recorded a liability for the termination fees of $900

($450

for NS001 and $450

for NS002), as the Company believes it is not probable that it will be required to pay such amounts. On October 2, 2025, the Company entered into a termination and settlement agreement with Aptar related to its obligations under the Aptar Agreement, and further entered into a revised master service agreement and schedules of work with Aptar (see Note 12).

NOTE 7:-	SEGEMENTREPORTING

Segment information is prepared on the same basis that the Company’s chief operating decision maker (“CODM”), the Chief Executive Officer, manages the business, makes business decisions and assesses performance. The Company has one operating and reportable segment specializing in the development of intranasal drugs to treat emergency medical conditions, as described in Note 1(a). All of the Company’s assets are located in Israel.

The CODM assesses performance for this segment and decides how to allocate resources based on net loss. The measure of segment assets is reported on the balance sheet as cash and cash equivalents. The Chief Executive Officer performs the assessment of segment performance by using the reported measure of segment profit or loss to monitor actual results.

The table below summarizes the significant expense categories regularly reviewed by the CODM for the six-months ended June 30, 2025 and 2024.

SCHEDULE

OF SIGNIFICANT EXPENSE CATEGORIES REGULARLY REVIEWED BY THE CODM

	Six<br> Months Ended June 30
	2025			2024
Significant segment<br> expenses:
Payroll and<br> payroll related (*)		132			37
Subcontractors and consultants<br> (*)		228			261
Professional services (*)		130			120
Other		265			151
Other segment items:
Share-based compensation		150			5
Loss (income) from change<br> in fair value of convertible securities		326			379
Interest expense		-			18
Other expense, net		51			5
Deferred issuance costs		(88	)		(91	)
Net<br> loss (income) from discontinued operations		58			(14	)
Net loss	$	1,252		$	871
(*)	Excluding share-based<br>compensation expenses and including costs capitalized as deferred issuance costs.
---	---

| F-12 |

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NASUS

PHARMA LTD. AND ITS SUBSIDIARY

NOTES

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

(Amountsin U.S. dollars in thousands, except share and per share amounts)

NOTE 8:-	NET LOSSPER SHARE ATTRIBUTABLE TO SHAREHOLDER

Basic net loss per share is computed using the weighted average number of shares of Ordinary Shares outstanding for the period. Diluted net loss per share reflects the effect of the assumed exercise of any share options, and the conversion of any convertible securities, in each case only in the periods in which such effect would have been dilutive.

For the six months and year ended June 30, 2025 and June 30, 2024, net loss per share amounts were the same for Ordinary Shares, Class A Ordinary Shares, Class A-1 Ordinary Shares, Class A-2 Ordinary Shares, Class A-3 Ordinary Shares, Class A-3A Ordinary Shares and Class A-3B Ordinary Shares because the holders of each class are entitled to equal per share dividends.

The table below presents the computation of basic and diluted net loss per share:

SCHEDULE

OF COMPUTATION OF BASIC AND DILUTED NET LOSS PER SHARE

****	2025		****	2024		****
****	Six Months Ended June 30					****
****	2025		****	2024		****
Numerator:
Loss from continuing<br> operations		(1,194	)		(885	)
Net loss (income) from discontinued<br> operations		(58	)		14
Net loss attributable to<br> holders of Ordinary Shares	$	(1,252	)	$	(871	)
Effect of dilutive securities:
Change in fair value of<br> convertible securities related to dilutive		-			-
Loss from continuing operations		(1,194	)		(885	)
Net<br> loss (income) from discontinued operations		(58	)		14
Net<br> loss attributable to holders of Ordinary Shares and assumed conversions	$	(1,252	)	$	(871	)
Denominator*:
Weighted-average number of Ordinary Shares<br> used to compute net loss per share, basic		7,362,906			6,889,708
Weighted-average number of Ordinary Shares<br> used to compute net loss per share, diluted		7,362,906			6,889,708
Net income (loss) per share,<br> basic:
Continuing operations		(0.16	)		(0.13	)
Discontinued operations		(0.01	)		0.00
Net loss per share, basic	$	(0.17	)	$	(0.13	)
Net income (loss) per share,<br> diluted:
Continuing operations		(0.16	)		(0.13	)
Discontinued operations		(0.01	)		0.00
Net loss per share, diluted	$	(0.17	)	$	(0.13	)
*	After giving effect<br>to the forward share split, see also Note 2(c)
---	---

The table below presents the number of securities that were excluded from the calculation of diluted net loss per share as the effect would have been anti-dilutive:

SCHEDULE

OF DILUTED NET LOSS PER SHARE ANTI-DILUTIVE

	2025		2024
	Six<br> Months Ended June 30
	2025		2024
Share options		538,231		179,774
2022 SAFE*		-		168,112
2023 SAFE**		-		305,085
2024 SAFE***		614,006		242,110
Antidilutive securities		614,006		242,110
*	The weighted average<br>number of Ordinary Shares in connection with the 2022 SAFE for the six months ended June 30, 2024 is based on the assumption the conversion<br>of the 2022 SAFE into shares will occur upon its maturity.
---	---
**	The weighted average<br>number of Ordinary Shares in connection with the 2023 SAFE for the six months ended June 30, 2024 and 2023 is based on the assumption<br>the conversion of the 2023 SAFE into shares will occur upon its maturity.
---	---
***	The weighted average<br>number of Ordinary Shares in connection with the 2024 SAFE for the six months ended June 30, 2024 is based on the assumption the conversion<br>of the 2024 SAFE into shares will occur upon its maturity.
---	---

| F-13 |

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NASUS

PHARMA LTD. AND ITS SUBSIDIARY

NOTES

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

(Amountsin U.S. dollars in thousands, except share and per share amounts)

NOTE 9:-	OTHER SIGNIFICANT EVENTS DURING THE PERIOD
a.	In January 2025, the Board of Directors approved the engagement with Dan Teleman as Chief Executive Officer (“CEO”). The CEO is entitled to a gross monthly salary in the amount of NIS 30 ($8) beginning January 7, 2025 and until March 2025. Beginning April 1, 2025, the CEO is entitled to a gross monthly salary of NIS 40 ($11), to be increased to NIS 70 ($19) as of and subject to consummation of the IPO until the first anniversary of the IPO, and thereafter to NIS 75 ($21) until the second anniversary of the IPO and to NIS 80 ($22) thereafter. Additionally, the CEO will be entitled to an annual bonus in between 10%-20% of his annual gross salary (the “CEO Annual Bonus”). The CEO is also entitled to other benefits such as reimbursement of expenses and certain bonus payments, including a one-time bonus payment of NIS 120 ($33) upon and subject to consummation of the IPO (the “CEO IPO Bonus”).
---	---
	In January 2025, the Company granted the CEO and Oren Elmaliach, its Director of Finance, 318,856 share options and 27,681 share options, respectively, to purchase 346,537 Class Ordinary Shares at an exercise price of $6.05. The share options are to vest over a period of 36 months, commencing January 7, 2025, with the share options granted to the CEO vesting fully upon change of control, other than IPO, as defined in the option letter award agreement. In addition, the Company increased the maximum number of Ordinary Shares reserved for issuance under the 2019 Plan by 477,008, from 246,170 Ordinary Shares to 723,178 Ordinary Shares.
	In<br> March 2025, the<br> shareholders and the Board of Directors approved, subject to the consummation of the IPO, the following amendments to the agreement<br> with the CEO (1) an increase in the CEO Annual Bonus from 10%-20% of his annual gross salary to 20%-30%; (2) one-time bonus of $75<br> if the Phase 3 clinical trial of NS002 successfully meets its primary end-point; and (3) an increase in the CEO IPO Bonus to NIS<br> 240 ($66). In August 2025, following the<br> consummation of the IPO, the Company paid the CEO the CEO IPO Bonus (see Note 12(h)).
b.	On March 17, 2025, the shareholders approved the following changes to the Company’s share capital, which took place on August 12, 2025, or the effective date of the registration statement on Form F-1 in connection with the IPO:
1.	All shares of Class A Ordinary Shares, Class A-1 Ordinary Shares, Class A-2 Ordinary Shares, Class A-3 Ordinary Shares, Class A-3A Ordinary Shares and Class A-3B Ordinary Shares were converted into Class Ordinary Shares on a ratio of 1-for-1;
---	---
2.	The par value of its Class Ordinary Shares was changed so that the Class Ordinary Shares have no par value; and
3.	The Company’s increased the authorized Class Ordinary Shares by 9,536 thousand shares. Following the increase, the Company’s authorized capital shares consisted of 22,802,000 shares of Class Ordinary Shares, no par value.
NOTE 10:-	RELATEDPARTIES
---	---
a.	Mr.<br> Ehud Gilboa and Dr. Dalia Meggido are shareholders and each hold approximately 25% as of<br> June 30, 2025 of the Company’s issued and outstanding Ordinary Shares. Mr. Gilboa is<br> the Chairman of the Board of Directors and Dr. Meggido is a member of the Board of Directors,<br> Chief Development Officer and Chief Medical Officer of the Company, and former Chief Executive<br> Officer of the Company (until January 6, 2025).
---	---
b.	Dr.<br> Ronnie Hershman is a member of the Board of Directors and beneficially holds approximately<br> 18%<br> of the Company’s outstanding Ordinary Shares as of June 30, 2025.
c.	Mr.<br> Gilboa and Dr. Meggido are each entitled to management fee of NIS<br> 45 (approximately $13) plus customary social benefits of additional 25% of the management<br> fee. In February 2022, both Mr. Gilboa and Dr. Meggido agreed to a voluntary deferral of<br> such fee of NIS 9 (approximately $3), and an additional deferral of NIS 18 (approximately<br> $5) in November 2022. As of December 31, 2024 and 2023, the aggregate deferred liability<br> amounted to $530 and $318, respectively. For the years ended December 31, 2024 and 2023,<br> management fees in the amount of $369 and 366, respectively, recorded as operating expense<br> within the Company’s statements of operations. See Notes 14(d) and 14(e) for changes<br> in 2025 to the these arrangements with Mr. Gilboa and Dalia Meggido.

| F-14 |

| --- |

---

NASUS

PHARMA LTD. AND ITS SUBSIDIARY

NOTES

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

(Amountsin U.S. dollars in thousands, except share and per share amounts)

d.	Mr.<br> Gilboa subleases office space for a monthly fee of NIS 12 (approximately $3) and Topnotch<br> Consultancy (2009) Ltd., a company owned by Mr. Gilboa, provides the Company with secretarial<br> services for a monthly fee of NIS 15 (approximately $4), which increased from a monthly fee<br> of NIS 5 (approximately $2) starting April 2024.
e.	Mr.<br> Gilboa, Dr. Megiddo and Dr. Ronnie Hershman have all participated in SAFEs issued by the Company (see Note 4). Mr. Gilboa, Dr.<br> Megiddo, Formulex and Dr. Hershman invested $35,<br> $35,<br> $30<br> and $100<br> respectively in the 2022 SAFEs, Dr. Hershman invested $100<br> in the 2023 SAFEs, while Mr. Gilboa, Dr. Megiddo and Dr. Hershman invested $50,<br> $50<br> and $100<br> respectively in the 2024 SAFEs.
f.	Mr.<br> Gilboa, Dr. Megiddo and Dr. Ronnie Hershman invested $10, $10 and $290 in the short-term<br> debt from shareholders as part of the July 2022 Loan and the February 2023 Loan, which was<br> later exchanged to 2024 SAFEs (see Note 3).
g.	Mr.<br> Gilboa, Dr. Megiddo and Dr. Hirshman are major shareholders of Formulex, which granted<br> services and additional services and license to the Company (see Note 6).
h.	In<br> March 2025, the shareholders and the Board of Directors approved compensation adjustments<br> upon completion of the IPO to Mr. Udi Gilboa, as follows: (i) NIS 86 ($24) monthly consultation<br> fee in the first year following the IPO, (ii) NIS 90 ($25) monthly consultation fee in the<br> second year following the IPO, and (iii) NIS 95 ($26) monthly consultation fee from the third<br> year following the IPO; (iv) monthly car allowance and maintenance expenses of NIS 4 ($1);<br> (v) annual bonus of up to 25% of the annual consulting fees, the specific amount of which<br> is subject to further approval of our Board of Directors; and (vi) one-time bonus of NIS<br> 905 plus VAT ($250) upon completion of the IPO. Further, the compensation committee and Board<br> of Directors, may grant Mr. Gilboa: (i) a special bonus of up to 1.5% of the proceeds of<br> a qualified merger, sale, or assignment as provided therein; (ii) an equity financing bonus<br> equal to up to 2% of the cash proceeds in a private placement or other equity financing transaction,<br> and (iii) a one-time bonus for special efforts performed by Mr. Gilboa and/or in respect<br> of the significant contribution of Mr. Gilboa to the Company’s operations, special<br> projects or extra ordinary achievements which are not in the Company’s ordinary course<br> of business.
i.	In<br> March 2025, the Board of Directors and the Company’s shareholders approved compensation<br> adjustments upon completion of the IPO to Dr. Dalia Megiddo, as follows: (i) NIS 86 ($24)<br> monthly consultation fee in the first year following the IPO, (ii) NIS 97 ($27) monthly consultation<br> fee in the second year following the IPO, and (iii) NIS 106 ($29) monthly consultation fee<br> from the third year following the IPO; (iv) monthly car allowance and maintenance expenses<br> of NIS 4 ($1); (v) annual bonus of up to 25% of annual consulting fees, subject to approval<br> of our Board of Directors; one-time bonus of NIS 724 plus VAT ($200) upon completion of the<br> IPO. Further, the compensation committee and the Board of Directors, may grant Dr. Megiddo<br> (i) a special bonus of up to 1.5% of the proceeds of a qualified merger, sale, or assignment<br> as provided therein; (ii) a one-time bonus for special efforts performed by Dr. Megiddo and/or<br> in respect of the significant contribution of Dr. Megiddo to the Company’s operations,<br> special projects or extra ordinary achievements which are not in the Company’s general<br> course of business; (iii) a bonus of NIS 905 plus VAT ($249) upon NDA submission for NS002<br> to the FDA; and (iv) a bonus of NIS 1,811 plus VAT ($497) upon FDA approval of an NDA for<br> NS002.
j.	The<br> following related party balances are included in the balance sheets:

SCHEDULE

OF RELATED PARTY BALANCES INCLUDED IN BALANCE SHEETS

	June<br> 30, 2025		December<br> 31, 2024
CURRENT ASSETS
Prepaid expenses and other current<br> assets	$	-	$	116
CURRENT LIABILITIES:
Convertible securities	$	725	$	605
Accrued expense and other current liabilities	$	904	$	711
k.	The following related<br>party transactions are included in the statements of operations:
---	---

SCHEDULE

OF RELATED PARTY TRANSACTION INCLUDED IN STATEMENTS OF OPERATIONS

	2025		2024
	Six<br> Months Ended June 30
	2025		2024
Research and development	$	295	$	103
General and administrative	$	286	$	149
Interest expense	$	-	$	12
NOTE 11:-	DISCONTINUEDOPERATIONS
---	---

During 2020, the Company’s research and development team in Israel developed a nasal powder that creates a hostile microenvironment in the nose where many airborne viruses can’t survive, which was marketed as Taffix (“Taffix”). At the end of 2021, the Company started the wind-down of Taffix by selling off all the manufacturing equipment, ceasing marketing efforts, seeking alternatives, fulling final orders but not accepting new orders, disposal of inventory and terminating of engagements with employee contractors and manufacturers. As of December 2022, the Company was no longer engaged in the development, production, marketing or sales of Taffix.

| F-15 |

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NASUS

PHARMA LTD. AND ITS SUBSIDIARY

NOTES

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

(Amountsin U.S. dollars in thousands, except share and per share amounts)

In accordance with applicable accounting guidance, the results of Taffix are presented as net income (loss) from discontinued operations in the statements of operations. Further, the Company reclassified the liabilities of Taffix current liabilities related to discontinued operations on the balance sheets as of June 30, 2025 and December 31, 2024. The statements of cash flows are presented on a basis for both continuing operations and discontinued operations.

SCHEDULE

OF DISCONTINUED OPERATIONS

The following table presents key components of “Net income (loss)  from discontinued operations”:

	2025		2024
	Six<br> Months Ended June 30
	2025		2024
Other income (expense), net		58		14
Net income (loss) from discontinued operations	$	58	$	14

The following table presents liabilities that are classified as discontinued operations on the balance sheets:

	June<br> 30,2025		December<br> 31, 2024
Liabilities
Current Liabilities:
Accounts payable	$	161	$	142
Accrued expense and other current liabilities		99		92
Advances from customers		287		255
Current liabilities related to discontinued<br> operations	$	547	$	489
NOTE 12:	SUBSEQUENTEVENTS
---	---

The Company evaluated subsequent events from the date of the balance sheet of June 30, 2025 through December 25, 2025, the date the financial statements were available to be issued, and has determined that, there have been no subsequent events that require recognition or disclosure in the financial statements as follows :

a.	On<br> October 6, 2025, the Company and Aptar entered into a Termination and Settlement Agreement<br> to terminate the agreements described in Note 6 and to resolve and settle outstanding disputes<br> between the parties. The Company agreed to pay $75 and a future $225 for all past obligations.
b.	On<br> October 3, 2025 the<br> company and Aptar signed a new master service agreement and schedules of work (the “New Aptar Agreement”) in which Aptar<br> granted the Company technology access to co-development and support for the development and submissions to regulatory bodies of<br> intranasal to deliver NS001 and NS002 using Aptar’s technology. In connection with the development, the Company is required to<br> pay Aptar up to $1,000 in the aggregate comprising of $600 paid in three annual instalments in project period, $200 upon submission<br> of New Drug $200 upon approval of a NDA with the FDA (or equivalent body outside the U.S. The Company paid $200 to Aptar to date under the New Aptar Agreement.<br> In addition to the fees described above, upon receipt of NDA Approval for the Final Product (as defined in the agreement), Company<br> agreed to pay 1% royalties from the Net Revenue of the Final Product for a period of seven years commencing on the date of the first<br> commercial sale of such Final Product. The Company also agreed to pay a termination fee of up to $160<br> based on termination date.
c.	Further<br> to the litigation described above in Note 6, on July 17, 2025, the Company agreed to settle<br> with supplier associated with the Taffix in return for all claims made the company agreed<br> to pay an aggregate amount of NIS 310 ($94) paid in eight equal instalments to be paid monthly<br> until April 2026.
d.	Further<br> to service agreement with Formulex described in Note 6, on September 8, 2025, the Company<br> signed a services agreement with Formulex where the Company would pay a fixed fee of $10<br> per month for R&D<br> services. On December 18, 2025, the Company signed an agreement with Formulex related to<br> forfeiture of prior obligations under the Previous Formulex Service Agreement (as defined<br> in Note 6), and accordingly an amount of $210,<br> which is recorded<br> within Accrued expense and other current liabilities as of June 30, 2025, is no longer due<br> to Formulex.
e.	On August 7, 2025, the Company<br> engaged Capital Point Ltd. to provide certain investor relations and public relations services, and business development related<br> services in connection with all of the Company’s product candidates. The Company will receive such services<br> for a two-year period, for an aggregate amount of $600 plus VAT.

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NASUS

PHARMA LTD. AND ITS SUBSIDIARY

NOTES

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

(Amountsin U.S. dollars in thousands, except share and per share amounts)

f.	The<br> CEO is also entitled for other benefits such as reimbursement of expenses and certain bonus<br> payments, including a one-time bonus payment of NIS 120<br> ($33)<br> upon and subject to consummation of the IPO.
g.	The<br> Company completed its IPO in August 2025 and the Company’s ordinary shares started<br> trading on the NYSE American under the symbol (“NSRX”). See also Note 1(d).
h.	In<br> connection with the IPO, three executive officers of the Company received bonuses based on<br> the terms of their employment contracts as described in Notes 9(a), 10(h) and 10(i). Mr.<br> Gilboa received NIS 905<br> ($250),<br> Dr. Megiddo received NIS 724<br> ($200)<br> and Mr. Teleman received NIS 240<br> ($66).
i.	In<br> connection with the IPO, all Class A Ordinary Shares, Class A-1 Ordinary Shares, Class A-2<br> Ordinary Shares, Class A-3 Ordinary Shares, Class A-3A Ordinary Shares and Class A-3B Ordinary<br> Shares have been converted to Ordinary Shares, no par value per share, at a 1:1 ratio. In<br> addition, all outstanding SAFEs entered into and paid prior to the IPO have been automatically<br> converted into Ordinary Shares, no par value per share, upon the effectiveness of the registration<br> statement for the IPO.
j.	On<br> November 17, 2025, the Company’s Board of Directors approved the grant of 126,197<br> share options to<br> Eyal Rubin, who was subsequently appointed as the Company’s Chief Financial Officer.<br> The grant to Mr. Rubin is subject to shareholder approval. The share options have an exercise<br> price of $7.56<br> and vest over three<br> years.
k.	On<br> December 11, 2025, the Company’s Board of Directors approved the grant of an aggregate<br> amount of 30,000<br> share options to<br> three members of the Board of Directors, subject to shareholder approval. The share options<br> have an exercise price of $5.38<br> and vest over four<br> years in<br> quarterly installments.<br><br> <br><br><br> <br>On<br> the same date, the Company’s Board of Directors approved the grant of 55,500 share<br> options to employees and advisors of the Company.
l.	On<br> December 21, 2025, the Company terminated one 2024 SAFE agreement in the amount of $250,<br> as the investor did not transfer the funds as agreed upon per the agreement. The Company<br> notified the investor. The Company has not issued the investor any shares, nor has it recorded<br> this particular SAFE agreement in its financial statements.

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Exhibit 99.2

MANAGEMENT’SDISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

ANDRESULTS OF OPERATIONS

Thefollowing discussion and analysis of our financial condition and results of operations should be read in conjunction with our unauditedinterim condensed financial statements and the related notes thereto as of and for the six months ended June 30, 2025, included elsewherein this Report of Foreign Private Issuer on Form 6-K. The discussion below contains forward-looking statements that are based upon ourcurrent expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectationsdue to inaccurate assumptions and known or unknown risks and uncertainties.

CautionaryStatement Regarding Forward-Looking Statements

Certain information included herein may be deemed to be “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other securities laws. Forward-looking statements are often characterized by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “estimate,” “continue,” “believe,” “should,” “intend,” “project” or other similar words, but are not the only way these statements are identified.

These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future.

Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. We have based these forward-looking statements on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.

Important factors that could cause actual results, developments and business decisions to differ materially from those anticipated in these forward-looking statements include, among other things:

●	the<br> regulatory pathways that we may elect to utilize in seeking Food and Drug Administration,<br> or FDA, and other regulatory approvals;
●	obtaining<br> FDA approval of, or other regulatory action in Europe or the United States and elsewhere<br> with respect to NS002, an intranasal powder Epinephrine nasal spray for the treatment of<br> type 1 severe allergies and anaphylaxis, or Intranasal Epinephrine, NS001, an intranasal<br> Naloxone powder nasal spray for the treatment of opioid overdose, or Intranasal Naloxone<br> or other product candidates that we may seek to develop;
●	the<br> commercial launch and future sales of Intranasal Epinephrine or any other future product<br> candidates;
●	our<br> expectations regarding the timing of commencing further clinical trials, the process entailed<br> in conducting each such trial, including dosages, and the order of such trials with each<br> of our product candidates or whether such trials will be conducted at all;
●	third-party<br> payor reimbursement for Intranasal Epinephrine;
●	our<br> estimates regarding anticipated expenses, capital requirements, and our needs for additional<br> financing;
●	the<br> timing, cost, regulatory approvals or other aspects of the commercial launch of Intranasal<br> Epinephrine;
●	submission<br> of a New Drug Application, or NDA, with the European Medicines Agency, or EMA, and FDA for<br> Intranasal Epinephrine;

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| --- | | ● | completion<br> and receiving favorable results of clinical trials for Intranasal Epinephrine; | | --- | --- | | ● | the<br> development and commercialization, if any, of any other product candidates that we may seek<br> to develop; | | ● | the<br> ability of our management team to lead the development of our product candidates; | | ● | our<br> expectations regarding licensing, acquisitions, and strategic operations; | | ● | changes<br> in our strategy; | | ● | our<br> planned level of revenues and capital expenditures; | | ● | our<br> ability to market and sell our products; | | ● | our<br> ability to project market growth and trends; | | ● | our<br> ability to elicit a greater positive reception for our technology and devices than other<br> similar devices that are sold on the market; | | ● | our<br> ability to raise capital through the issuance of additional securities; | | ● | the<br> effect of competition and other technologies; | | ● | projected<br> capital expenditures and liquidity; | | ● | the<br> effects of any potential litigation; | | ● | our<br> plans to continue to invest in research and development to develop technology for both existing<br> and new products; | | ● | our<br> ability to maintain our relationships with suppliers, manufacturers, and other partners; | | ● | our<br> ability to maintain, protect and enhance our intellectual property; | | ● | our<br> ability to retain key executive members and employees; | | ● | our<br> ability to internally develop and protect new inventions and intellectual property; | | ● | our<br> ability to educate the industry about the use of our products; | | ● | our<br> expectations regarding our tax classifications; | | ● | interpretations<br> of current laws and the passage of future laws; | | ● | the<br> global political and economic environment in countries in which we operate including those<br> related to recent unrest and actual or potential armed conflict in Israel and other parts<br> of the Middle East, such as the Israel-Gaza Strip war, the war with Iran and conflicts with<br> Hezbollah in Lebanon, and geopolitical, trade, tariff and regulatory uncertainties; and | | ● | those<br> risks detailed in the section titled “Risk Factors” in our final prospectus (File<br> No. 333-288582) dated August 12, 2025, or the Final Prospectus, which we filed with the Securities<br> and Exchange Commission, or the SEC, on August 14, 2025. |

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These statements are only current predictions and are subject to known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. For a more detailed description of the risks and uncertainties affecting us, reference is made to our Final Prospectus, and the other risk factors discussed from time to time by us in reports filed or furnished to the SEC.

Except as required by law, we are under no duty to update or revise any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this Report of Foreign Private Issuer on Form 6-K.

Unless otherwise indicated, all references to “we,” “us,” “our,” the “Company” and “Nasus” refer to Nasus Pharma Ltd. Our reporting and functional currency is the U.S. dollar. Unless otherwise expressly stated or the context otherwise requires, references in this Report of Foreign Private Issuer on Form 6-K to “NIS” are to New Israeli Shekels and references to “dollars” or “$” are to U.S. dollars. We prepare and report our financial statements in accordance with generally accepted accounting principles in the United States, or U.S. GAAP.

Overview

We are a clinical-stage specialty pharmaceutical company focused on the development of intranasal drugs to treat emergency medical conditions. Intranasal administration is especially suitable for medical emergencies when prompt drug administration is critical, since the nose is lined up with a very rich vascular bed enabling quick drug absorption. We are developing a unique powder-based intranasal, or PBI, technology with a specialized product portfolio to address acute medical conditions and public health threats. We believe that PBI may be superior over liquid-based solutions due to potentially significantly higher dispersion of powder throughout the nasal cavity, thus creating a larger absorption area and enabling more rapid and higher drug absorption. In addition, the uniform spherical powder particles of our proprietary formulation may enhance the consistency and reliability of the delivered dose. The initial clinical trials of our PBI products involving different molecules performed thus far have demonstrated quicker and higher drug absorption over similar solution-based nasal products. However, to date we have only tested our product candidates on a relatively small patient population and none of our products have been approved by the FDA. Prior to obtaining FDA approval of any of our product candidates, we will need to perform additional clinical testing of our product candidates to confirm any benefits and advantages our products may have over similar nasal products.

Our mission is to offer better protection to patients during acute, severe and life-threatening medical conditions by an effective, user-friendly and immediately active PBI specialized products. To help achieve this we are focused on developing NS002, an Intranasal Epinephrine, and we have also been developing NS001, an Intranasal Naloxone, which we have paused, planning to pursue partnering opportunities for further development of NS001. We currently have no FDA-approved products. Development and regulatory approval of NS002 and NS001 will require significant costs and our success will depend, in part, on gaining market acceptance. In order to gain market acceptance in the United States, we will require specific approval from the FDA for our product candidates. We intend to seek approval of NS002 as an approved molecule and a new delivery route (with EpiPen autoinjector as the reference device) under Section 505(b)(2) of the Federal Food, Drug and Cosmetic Act, or FFDCA, and the comparable hybrid pathway in the European Union, or EU, though the FDA may not agree our candidates satisfy the requirements. To date we have conducted a twelve-patient pilot study and a twelve patients Phase 2 study of NS002 which was not powered for statistical significance. In trials not powered for statistical significance, there is a high chance that observed effects may not be accurate due to small sample size. The pharmacokinetic, or PK, results of our Phase 2 study are in line with the known attributes of our nasal powder technology, namely: immediate absorption of Epinephrine and reaching higher peak plasma Epinephrine levels quicker compared to intramuscular, or IM, Epinephrine injections. In November 2025, we launched an additional Phase 2 study for NS002 in Canada, an open-label, fixed-sequence trial designed to evaluate the pharmacokinetic parameters and hemodynamic responses of NS002 compared to EpiPen in 50 healthy adults with a history of allergic rhinitis. We intend to conduct a pivotal clinical Phase 3 study that will include a subsection of self-administration, prior to submission to the FDA for marketing approval. We also intend to separately perform various stability, reliability, usability, preclinical and pediatric studies. We have not yet made an investigational new drug, or IND, application for NS002. IND submission for NS002 is planned for the third quarter of 2026 following the completion of the additional Phase 2 studies.

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Our platform technology can also be incorporated into other products as it has been tested with additional preclinical and in-vitro molecules based on our proprietary nasal powder formulation and technology, including intranasal midazolam powder nasal spray for the treatment of acute seizures, intranasal atropine powder nasal spray for the treatment of organophosphate poisoning and intranasal ondansetron powder nasal spray for the treatment of intractable vomiting. Competition in the pharmaceutical industry is intense, with many competitors possessing greater resources, experience and market presence.

To date, we have incurred significant operating losses, generated no revenues from existing products and as of June 30, 2025 our accumulated deficit was $14 million. We expect that we will need to raise substantial additional funding in the future. See “Risk Factors – Risks Related to Our Financial Position and Capital Requirements” in our Final Prospectus.

RecentDevelopments

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August2025 Initial Public Offering

On August 14, 2025, we closed our initial public offering, or the IPO, in which we sold 1,250,000 of our Ordinary Shares at a purchase price of $8.00 per Ordinary Share. On September 30, 2025, we closed on a partial exercise of the over-allotment option by the underwriters of our IPO, in which we sold an additional 3,824 Ordinary Shares at the IPO price of $8.00 per share, bringing our total gross proceeds from the IPO to approximately $10 million.

ProductCandidate Development

On November 18, 2025, we announced the successful initiation of our Phase 2 clinical study with dosing of the first participant in Canada. The trial aims to evaluate NS002, our investigational intranasal epinephrine powder formulation, compared to EpiPen for the treatment of anaphylaxis. The Phase 2 study is an open-label, fixed-sequence trial designed to evaluate the pharmacokinetic parameters and hemodynamic responses of NS002 compared to EpiPen in 50 healthy adults with a history of allergic rhinitis. Interim results from this trial are expected in the first quarter of 2026.

Appointmentof Chief Financial Officer

On November 19, 2025, we appointed Mr. Eyal Rubin as our Chief Financial Officer and Executive Vice President. Mr. Rubin brings more than two decades of financial leadership experience in global biotechnology and pharmaceutical industries to our executive leadership team. Mr. Rubin is leading and overseeing our financial operations, including corporate finance, financial planning, capital strategy and investor relations.

Componentsof Our Results of Operations

OperatingExpenses

Our current operating expenses consist of two components — research and development expenses and general and administrative expenses.

Researchand Development Expenses

Our research and development expenses consist primarily of salaries and related personnel expenses, subcontractor’s expenses and other related research and development expenses.

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From inception through June 30, 2025, we have incurred approximately $10.5 million in research and development expenses to advance the development of our product candidates, as well as other preclinical research and development programs. Substantially all of our research and development expenses for the six months ended June 30, 2025 were related to the development of NS002.

Generaland Administrative Expenses

General and administrative expenses consist primarily of salaries and related expenses, professional services fees for accounting, legal and bookkeeping, facilities, travel expenses and other general and administrative expenses.

Comparisonof the Six Months Ended June 30, 2025 and June 30, 2024

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Resultsof Operations

The following table sets forth our results of operations for the periods presented.

	Six<br> Months Ended <br><br>June 30,
U.S. dollars<br> in thousands	2025			2024
Operating Expenses:
Research and development expenses	$	289		$	168
General and administrative expenses		528			315
Total operating expenses		817			483
Operating loss from continuing operations		(817	)	$	(483	)
Interest expense		-			(18	)
Change in fair value of convertible securities		(326	)		(379	)
Other expense, net		(51	)		(5	)
Loss from continuing operations		(1,194	)		(885	)
Net income (loss) from discontinued operations		(58	)		14
Net loss	$	(1,252	)	$	(871	)

Researchand development expenses

Research and development expenses increased by 72% to $289 thousand during the six months ended June 30, 2025 compared with $168 thousand for the six months ended June 30, 2024. The increase is primarily due to expenses paid in connection with the development of NS002.

Generaland administrative expenses

General and administrative expenses increased by 68% to $528 thousand for the six months ended June 30, 2025, compared to $315 thousand for the six months ended June 30, 2024. The increase is mainly due to the professional fees incurred in connection with the IPO, which are not qualified to be capitalized as deferred issuance costs and additional salary related expenses due to new hires.

OperatingLoss from Continuing Operations

Based on the foregoing, our operating loss was $817 thousand for the six months ended June 30, 2025, compared to the operating loss of from $483 thousand for the six months ended June 30, 2024.

Changein Fair Value of Convertible Securities

Change in fair value of convertible securities consist of changes in fair value as done from time to time. We recognized financial expense of $326 thousand for the six months ended June 30, 2025, representing a decrease of $53 thousand, or 14%, compared to financial expense of $379 thousand for the six months ended June 30, 2024.

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Other expense, net

Other expenses net for the six months ended June 30, 2025 were $51 thousand compared to finance expense of $5 thousand for the six months ended June 30, 2024. The increase in other expenses net is primarily due to exchange rate differences.

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Netloss

As a result of the foregoing, our net loss totaled $1,252 for the six months ended June 30, 2025, representing an increase of $381 thousand, or 44%, compared to a net loss of $871 thousand for the six months ended June 30, 2024.

Liquidityand Capital Resources

Overview

Since our inception through June 30, 2025, we have funded our operations primarily through proceeds from equity financing and the issuance of convertible securities in the form of Simple Agreements for Future Equity, or SAFEs. As of June 30, 2025, we had $232 thousand in cash and cash equivalents, compared with $311 thousand as of December 31, 2024. In August 2025, the Company successfully completed an initial public offering (“IPO”), and in September 2025, closed on a partial exercise of the over-allotment option by the underwriters of its IPO, raising an aggregate of $10 million in gross proceeds, to advance its research, development, and clinical trial activities. Additional funding will be required to complete the Company’s research and development and clinical trials, to attain regulatory approvals, to begin the commercialization efforts of the Company’s products and to achieve a level of sales adequate to support the Company’s cost structure. While the Company has been able to raise outside capital in the past, there can be no assurance that it will be able to successfully obtain additional financing on a timely basis in terms acceptable to the Company, if at all. During the six-months ended June 30, 2025, the Company incurred a net loss of $1.3 million (and a loss of $1.2 million from continuing operations) and used net cash flows from operations of $433 thousand.

Management expects that the Company will continue to generate losses from the clinical development and regulatory activities of its product candidates, which would result in negative cash flow from operating activity. This has led management to conclude that there is substantial doubt about the Company’s ability to continue as a going concern. The Company’s financial statements do not reflect any adjustments that might result from the outcome of this uncertainty.

The table below presents our cash flows for the periods indicated.

	Six<br> Months Ended <br><br>June 30,
U.S. dollars<br> in thousands	2025			2024
Net cash used in operating activities	$	(433	)	$	(180	)
Net cash used in investing activities		-			-
Net cash provided by financing activities		360			881
Net increase decrease in cash and cash equivalents		(79	)		706

Netcash used in operating activities

Net cash used in operating activities for the six months ended June 30, 2025 was $433 thousand. This net cash used in operating activities primarily reflects our net loss and change in operating assets and liabilities.

The net decrease in changes in operating assets and liabilities for the six months ended June 30, 2025 is attributable mainly to changes in trade payables and other payables.

Net cash used in operating activities for the six months ended June 30, 2024 was $180 thousand. This net cash used in operating activities primarily reflects our net loss and change in operating assets and liabilities.

The net decrease in changes in operating assets and liabilities for the six months ended June 30, 2024 is attributable mainly to trade payables and change in fair value of convertible securities.

Cashused in investing activities

There was no cash used in or provided by investing activities for the six months ended June 30, 2024 and 2025.

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Netcash provided by financing activities

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Net cash provided by financing activities for the six months ended June 30, 2025 was $360 thousand, compared to net cash provided in financing activities $881 thousand during the six months ended June 30, 2024. Net cash provided by financing activities was primarily attributable to issuance of convertible securities.

The decrease is mainly attributable to the Company raising fewer proceeds through offerings in the six months ended June 30, 2025 than in the six months ended June 30, 2024.

Netincrease decrease in cash and cash equivalents

As a result of the foregoing, our net decrease in cash and cash equivalents totaled $79 thousand for the six months ended June 30, 2025, representing a decrease of $785 thousand, or 111%, compared to a net increase in cash and cash equivalents of $706 thousand for the six months ended June 30, 2024. This decrease is mainly due to financing activity.

CurrentOutlook

We have financed our operations to date primarily from the issuance of securities and cash generated from our operating activities.

As of June 30, 2025, our cash and cash equivalents were $232 thousand and negative working capital of $4,315 thousand. We believe that our current cash and cash equivalents position is sufficient to fund our working capital requirements and planned operations for at least the next 12 months beyond the filing date of this Report of Foreign Private Issuer on Form 6-K. In August 2025, we completed a successful IPO, pursuant to which our Ordinary Shares commenced trading on the NYSE American. On September 30, 2025, we closed on a partial exercise of the over-allotment option by the underwriters of our IPO, in which we sold an additional 3,824 Ordinary Shares at the IPO price of $8.00 per share, bringing our total gross proceeds from the IPO to approximately $10 million.

However, our operating plans may change as a result of many factors that may currently be unknown to us and we may need to seek additional funds. Our future capital requirements will depend on many factors, including:

●	our<br> ability to sell our products according to our plans;
●	the<br> progress and cost of our research and development activities;
●	the<br> costs associated with the manufacturing our products;
●	the<br> costs of working capital;
●	significant<br> new orders that need to be financed;
●	the<br> cost of our commercialization efforts, marketing, sales and distribution of our products the potential costs of contracting with<br> third parties to provide marketing and distribution services for us or for building such capacities internally; and
●	the<br> magnitude of our general and administrative expenses.

CriticalAccounting Policies and Estimates

The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. A comprehensive discussion of our critical accounting policies is included in “Critical Accounting Policies and Estimates” under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section in our Final Prospectus, as well as our unaudited interim condensed financial statements and the related notes thereto as of and for the six months ended June 30, 2025, included elsewhere in this Report of Foreign Private Issuer on Form 6-K.

We prepare our financial statements in accordance with U.S. GAAP. At the time of the preparation of the financial statements, our management is required to use estimates, evaluations, and assumptions which affect the application of the accounting policy and the amounts reported for assets, obligations, income, and expenses. Any estimates and assumptions are continually reviewed. The changes to the accounting estimates are credited during the period in which the change to the estimate is made.

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