QTREX Quantum Ltd 6-K, filed Sep 24, 2026
QTREX Quantum Ltd. (QTEX)
About this 6-K
QTREX Quantum Ltd filed this 6-K on September 24, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the Month of September
Commission File Number:
(Translation of registrant’s name into English)
2 Ilan Ramon St.
Ness-Ziona 7403635, Israel
(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 (this “Report”) consists of Qtrex Quantum Ltd.’s (the “Registrant”): (i) press release issued on September 24, 2026, titled “QTREX Quantum Reports First Half 2026 Financial Results,” which is attached hereto as Exhibit 99.1; (ii) Interim Condensed Consolidated Financial Statements as of June 30, 2026, which are attached hereto as Exhibit 99.2; and (ii) Management’s Discussion and Analysis of Financial Condition and Results of Operations for the six months ended June 30, 2026, which is attached hereto as Exhibit 99.3.
This Report (with the exception of the section titled “CEO Update” of the press release included as Exhibit 99.1) is incorporated by reference into the Registrant’s Registration Statements on Form F-3 (Registration Nos. 333-284308, 333-289324 and 333-296482) and Form S-8 (Registration Nos. 333-297590, 333-259057, 333-277980, 333-285565, 333-290162 and 333-292592), filed with the Securities and Exchange Commission, to be a part thereof from the date on which this Report is submitted, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBIT INDEX
| Exhibit Number |
Description of Document | |
| 99.1 | Press Release issued by Qtrex Quantum Ltd. on September 24, 2026, titled “QTREX Quantum Reports First Half 2026 Financial Results.” | |
| 99.2 | Qtrex Quantum Ltd.’s Interim Condensed Consolidated Financial Statements as of June 30, 2026. | |
| 99.3 | Qtrex Quantum Ltd.’s Management’s Discussion and Analysis of Financial Condition and Results of Operation for the Six Months Ended June 30, 2026. | |
| 101 | The following financial information from the Registrant’s Interim Condensed Consolidated Financial Statements as of June 30, 2026, formatted in XBRL (eXtensible Business Reporting Language): (i) Interim Condensed Consolidated Balance Sheets, (ii) Interim Condensed Consolidated Statements of Comprehensive Loss, (iii) Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity; (iv) Interim Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Interim Condensed Consolidated Financial Statements. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
1
SIGNATURES
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.
| Qtrex Quantum Ltd. | |||
| Date: September 24, 2026 | By: | /s/ Dagi Ben-Noon | |
| Name: | Dagi Ben-Noon | ||
| Title: | Chief Executive Officer | ||
2
Exhibit 99.1
QTREX Quantum Reports First Half 2026 Financial Results
| - | Record first half revenue of $1.55 million, up 438%, at a 61% gross margin, all generated by the AME and Quantum segment in its first 86 days after being acquired by QTREX |
| - | INSU300, the first native RF dielectric developed specifically for superconducting quantum computing, launched September 23, 2026 with a dedicated AME system; initial deployments at two government and defense organizations for validation in their own systems |
| - | Company expects to announce additional commercial agreements in the fourth quarter and to provide a 2027 financial outlook |
Ness Ziona, Israel, September 24, 2026 (GLOBE NEWSWIRE) – QTREX Quantum Ltd. (Nasdaq: QTEX) ("QTREX" or the "Company"), a company focused on advancing Additively Manufactured Electronics ("AME") for quantum computing infrastructure, today reported financial results for the six months ended June 30, 2026, and provided a business update.
Revenue reached a record $1.55 million, up approximately 438% from $289,000 in the first half of 2025, with a consolidated gross margin of 61%. All revenue was generated by the AME and Quantum segment in its first 86 days under QTREX following the acquisition on April 6, 2026. The year-over-year comparison reflects the addition of the acquired business. The Company expects to announce additional commercial agreements during the fourth quarter and, in the same quarter, to provide a financial outlook for 2027.
First Half 2026 Financial Highlights
| ● | Completed the acquisition of the AME platform on April 6, 2026 for $2.0 million in cash at closing, with contingent consideration payable only out of net cash collected from the sale of inventory and property acquired with the business over the following twelve months. |
| ● | Revenue of $1.55 million comprised $1.24 million from products and $313,000 from services, all within the AME and Quantum segment. |
| ● | Consolidated gross profit of $944,000, representing a gross margin of approximately 61%. |
| ● | Cash, cash equivalents and deposits of $10.7 million on June 30, 2026, compared with $3.2 million on December 31, 2025. |
| ● | Net cash used in operating activities of $3.9 million, compared with $5.1 million in the first half of 2025. |
Business Highlights
The Company is using its acquired AME platform to develop proprietary materials and integrated cryogenic components that address the thermal load, wiring density and signal integrity challenges of scaling superconducting quantum computers. Progress since the acquisition:
| ● | Progress with a leading quantum computing company. Following the joint technical evaluation announced on May 21, 2026 with one of the world’s five leading quantum computing companies, additional requirements have been agreed and several stages of testing completed on parameters required for its systems. |
| ● | INSU300 launch and validation deployments. Launched INSU300 and a dedicated AME system on September 23, 2026, meeting the target set in August. The material is being provided to two government and defense organizations for validation and testing within their own systems. |
| ● | Industry presence. Presented the interconnect architecture designed to support 17,280 coaxial lines per cryogenic stage at IEEE Quantum Week in Toronto, and exhibited the multistage demonstrator built with INSU300 at Quantum World Congress in College Park, Maryland. |
| ● | Transition to customer production. One of the largest U.S. interconnect manufacturers, with established product lines for quantum computing applications, moved its AME system from development to production following a validation program in which the manufacturing process achieved a 97% yield. |
| ● | Quantum infrastructure components. Received a commercial order for customized shielded RF monolithic components from a leading government-owned international company and began production. Separately, produced a cryogenic chip carrier to the specifications of one of the world’s largest U.S. based technology companies developing full-stack quantum computing systems. |
| ● | Government and defense activity. QTREX AME systems operate at two U.S. government laboratories with quantum programs. On September 2, 2026, the Company announced that one of Israel’s three largest defense companies had begun deployment of its AME technology under a phased program. |
CEO Update
Dagi Ben-Noon, Chief Executive Officer of QTREX, commented.
“Less than two months after entering quantum computing, QTREX had already begun a joint technical evaluation with one of the world’s five leading quantum computing companies. Since then, we have agreed additional requirements and completed several testing stages addressing specific parameters of its systems, advancing toward the performance and integration requirements of a partner at this level.
“In less than six months, we have built a network of customers and collaborators that includes Qarakal Quantum, U.S. government laboratories, defense companies and organizations, and academic institutions. This pace is the direct result of acquiring a business our leadership knows inside and out. That operational knowledge enabled seamless integration of its technology, people and manufacturing capabilities into QTREX and immediate execution of our quantum strategy.
“With INSU300, we launched the material and the dedicated system on the timetable we set. The initial deployments at two government and defense organizations are for validation within their own systems. For future commercial deployments, our model is to provide the system and sell the material customers consume. Our objective is to convert successful validation into ongoing commercial use, expand installations and grow material sales as customers increase their activity.
“We are building QTREX to become a dominant technology provider for superconducting quantum computing. Bringing proprietary materials, manufacturing processes and component design into one platform opens multiple paths for integration across the hardware of these systems. Our strategy is to embed QTREX technology in critical parts of the quantum computer and continually expand the range of functions we can deliver.
2
“Our development work is already addressing thermal load, signal integrity and the physical constraints of scaling these systems. We are using our manufacturing capabilities and working with partners to advance new materials and integrated components from design through testing and qualification. Our current products and commercial activity provide the foundation for this broader research and development effort and the business we intend to build around it.
“We are advancing ongoing technical and commercial discussions with several of the largest companies in quantum computing about supplying our cryogenic connectivity and meeting their integration requirements. Our participation in IEEE Quantum Week and Quantum World Congress this month supported this ongoing work through further technical exchanges and introductions to additional organizations. In parallel, we are working on transactions that would add established revenue and manufacturing capability to QTREX.
“The pace we have established sets the bar for what comes next, and what we have announced so far is a small part of what is in motion. I expect to announce additional commercial agreements during the fourth quarter, when we will also provide our 2027 financial outlook describing a substantially larger business than the one we report today. I expect the next twelve months to bring significant revenue growth, strategic partnerships, broader customer adoption and increased product deliveries.”
Financial Results
Revenue for the six months ended June 30, 2026 included $1.24 million from sales of AME systems, proprietary inks, other consumables and spare parts, and $313,000 from installation, training, support and maintenance services. Gross margin reflected the mix of systems, consumables and services recognized during the period.
Total operating expenses were $7.9 million, compared with $7.2 million in the first half of 2025. The increase primarily reflected research and development expenses associated with the acquired AME and Quantum operations, partly offset by lower general and administrative expenses, primarily lower share-based compensation.
The AME and Quantum segment recorded operating expenses of $2.4 million and an operating loss of $1.4 million in its first 86 days under QTREX. The Medical Technology segment, which recorded no revenue and also carries corporate and public company costs, accounted for the remaining $5.5 million of operating loss. The Company continues to pursue transactions to monetize its medical technology assets.
Consolidated operating loss was $6.9 million, compared with $7.2 million in the first half of 2025. Net loss was $6.4 million, or $0.14 per share, compared with $6.4 million, or $0.24 per share.
Cash Position and Financing
Cash, cash equivalents and deposits totaled $10.7 million at June 30, 2026, compared with $3.2 million at December 31, 2025.
Net cash used in operating activities was $3.9 million, compared with $5.1 million in the first half of 2025. Operating cash flow included the effects of a $2.1 million increase in other accounts payable, a $573,000 increase in accounts receivable and a $443,000 decrease from sale of inventory during the period.
3
Net cash used in investing activities was $2.0 million, primarily consisting of the cash paid at the closing of the AME and Quantum acquisition. Net cash provided by financing activities was $13.5 million, principally from the registered direct offering completed in February 2026 and the private placement offering completed on June 1, 2026.
On August 20, 2026, after the period end, the Company conducted a registered direct offering consisting of 11,111,111 ordinary shares sold at a purchase price of $0.90 per share, raising approximately $10 million in gross proceeds and approximately $9.2 million net of offering costs. These proceeds are not included in the June 30 cash balance.
Further discussion of liquidity and capital resources is included in the Management’s Discussion and Analysis furnished with the Company’s Report on Form 6-K.
Outlook
The Company expects the fourth quarter of 2026 to be its most active commercial period to date. It expects to announce additional commercial agreements during the quarter and, in the same quarter, to provide a financial outlook for 2027 that reflects a substantially larger business. In addition, the Company has completed a joint work plan with a U.S. national laboratory and is targeting formalization of the collaboration during the quarter, subject to the laboratory’s review and approval process.
Selected Financial Information
Unaudited. U.S. dollars in thousands, except share and per share data. To be read together with the Company’s unaudited condensed interim consolidated financial statements and notes for the six months ended June 30, 2026, furnished on Form 6-K.
Unaudited Condensed Consolidated Statements of Comprehensive Loss
| Six months ended June 30, | Six months ended June 30, | |||||||
| 2026 | 2025 | |||||||
| Revenues | 1554 | 289 | ||||||
| Cost of revenues | (610 | ) | (287 | ) | ||||
| Gross Profit | 944 | 2 | ||||||
| Research and development expenses | (4,760 | ) | (3,638 | ) | ||||
| General and administrative expenses | (2,594 | ) | (3,150 | ) | ||||
| Sales and marketing expenses | (545 | ) | (442 | ) | ||||
| Other income (expenses) | 19 | (7 | ) | |||||
| Operating loss | (6,936 | ) | (7,235 | ) | ||||
| Interest income from deposits | 22 | 37 | ||||||
| Finance income (income), net | 560 | 800 | ||||||
| Loss before tax | (6,354 | ) | (6,398 | ) | ||||
| Taxes on income | - | - | ||||||
| Total comprehensive and net loss | (6,354 | ) | (6,398 | ) | ||||
| Net loss per ordinary share, basic and diluted | (0.14 | ) | (0.24 | ) | ||||
| Weighted average number of ordinary shares | 44,566,144 | 26,782,603 | ||||||
4
Unaudited Condensed Consolidated Balance Sheet Data
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| ASSETS | ||||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | 10,666 | 3,159 | ||||||
| Accounts receivable | 825 | - | ||||||
| Other current assets | 738 | 517 | ||||||
| Inventory | 2,812 | 735 | ||||||
| Total current assets | 15,041 | 4,411 | ||||||
| Non-Current Assets: | ||||||||
| Right of use assets, net | 2,742 | 478 | ||||||
| Property, plant and equipment, net | 2,528 | 452 | ||||||
| Total non-current assets | 5,270 | 930 | ||||||
| Total Assets | 20,311 | 5,341 | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Current Liabilities: | ||||||||
| Trade accounts payable | 466 | 107 | ||||||
| Contingent consideration liability | 996 | - | ||||||
| Deferred revenue | 1,004 | - | ||||||
| Other accounts payable | 3,519 | 1,349 | ||||||
| Lease liabilities | 1,545 | 286 | ||||||
| Financial liabilities at fair market value | - | 1,082 | ||||||
| Total current liabilities | 7,530 | 2,824 | ||||||
| Non-Current Liabilities: | ||||||||
| Lease liabilities | 1,249 | 194 | ||||||
| Deferred revenue | 196 | - | ||||||
| Royalty-bearing grant liability | 597 | - | ||||||
| Total non-current liabilities | 2,042 | 194 | ||||||
| Total Shareholders’ Equity | 10,739 | 2,323 | ||||||
| Total Liabilities and Shareholders’ Equity | 20,311 | 5,341 | ||||||
About QTREX Quantum
QTREX Quantum Ltd. (Nasdaq: QTEX) is a technology company focused on advanced connectivity and electronics manufacturing solutions for quantum computing and other advanced hardware markets.. Following its acquisition of the AME platform, the Company is developing high-density, thermally optimized quantum connectivity solutions for dilution cryostats and advancing AME applications for defense, aerospace, missile, space, and other mission-critical environments. The Company also continues to advance its medical technology portfolio, including respiratory support and blood monitoring platforms, while actively working to monetize certain parts of the medical business.
For more information, please visit: www.q-trex.com
5
Forward-Looking Statement Disclaimer
This press release contains express or implied forward-looking statements pursuant to U.S. Federal securities laws. These forward-looking statements are based on the current expectations of the management of the Company only and are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. For example, the Company is using forward-looking statements when it discusses negotiations and potential entry into definitive agreements; its expectation to announce additional commercial agreements in the fourth quarter and to provide a 2027 financial outlook; the progress and timing of its various projects with its customers and collaborating partners; the progress of its joint technical evaluation with one of the world’s five leading quantum computing companies; its belief that its business pace is the direct result of acquiring a business its leadership knows inside and out and that operational knowledge enabled seamless integration of its technology, people and manufacturing capabilities into QTREX and immediate execution of its quantum strategy; its future commercial deployments and expected business model; its plans to develop proprietary materials, high density interconnects and integrated cryogenic components to address the thermal load, wiring density and signal integrity challenges of scaling superconducting quantum computers; its objective to become a dominant technology provider for superconducting quantum computing; its strategy to integrate proprietary materials, manufacturing processes and advanced components into multiple critical parts of these systems and continually expand the range of functions its platform can deliver; its discussions with quantum computing companies and potential transactions intended to add established revenue and manufacturing capability; its target to formalize a collaboration with a U.S. national laboratory in the fourth quarter, subject to the laboratory’s review and approval process;; its view that the pace it has established in its first six months sets the bar for what comes next, and that what it has announced so far is a small part of what is in motion; its expectation to announce additional commercial agreements during the fourth quarter and that the next twelve months will bring significant business growth, strategic partnerships, broader customer adoption and increased product deliveries; its expectation that its 2027 outlook will describe a business substantially larger than the one it reports today, and that what it has achieved in its first six months is the groundwork for that expansion; and its expectation that the fourth quarter of 2026 will be its most active commercial period to date. Except as otherwise required by law, the Company undertakes no obligation to publicly release any revisions to these forward-looking statements. More detailed information about the risks and uncertainties affecting the Company is contained under “Risk Factors” in the Company’s annual report on Form 20-F for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission.
Company Contact
QTREX Quantum
Email: info@q-trex.com
Phone: +972-9-9664485
6
Exhibit 99.2
Qtrex Quantum Ltd.
INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
AS OF JUNE 30, 2026
UNAUDITED
_______________________
________________
____________
Qtrex Quantum Ltd.
(UNAUDITED)
TABLE OF CONTENTS
F-1
Qtrex Quantum Ltd.
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands except share and per share data)
| June 30, | December 31, | |||||||||
| Note | 2026 | 2025 | ||||||||
| ASSETS | ||||||||||
| Current Assets: | ||||||||||
| Cash and cash equivalents | ||||||||||
| Accounts receivable | ||||||||||
| Other current assets | ||||||||||
| Inventory | 5 | |||||||||
| Total current assets | ||||||||||
| Non-Current Assets: | ||||||||||
| Right of use assets, net | ||||||||||
| Property, plant and equipment, net | ||||||||||
| Total non-current assets | ||||||||||
| Total Assets | ||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
F-2
Qtrex Quantum Ltd.
UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
(U.S. dollars in thousands except share and per share data)
| June 30, | December 31, | |||||||||
| Note | 2026 | 2025 | ||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||
| Current Liabilities: | ||||||||||
| Trade accounts payable | ||||||||||
| Contingent consideration liability | ||||||||||
| Deferred revenue | ||||||||||
| Other accounts payable | ||||||||||
| Lease liabilities | ||||||||||
| Financial liabilities at fair market value | 6 | |||||||||
| Total current liabilities | ||||||||||
| Non-Current Liabilities: | ||||||||||
| Lease liabilities | ||||||||||
| Deferred revenue | ||||||||||
| Royalty-bearing grant liability | ||||||||||
| Total non-current liabilities | ||||||||||
| Shareholders’ Equity: | ||||||||||
| Ordinary shares, | ||||||||||
| Authorized | ||||||||||
| Share capital and additional paid-in capital | 10 | |||||||||
| Accumulated losses | ( | ) | ( | ) | ||||||
| Total Shareholders’ Equity | ||||||||||
| Total Liabilities and Shareholders’ Equity | ||||||||||
These Interim Condensed Consolidated Financial Statements were authorized by the Board of Directors on September 23, 2026.
The accompanying notes are an integral part of the consolidated financial statements.
F-3
Qtrex Quantum Ltd.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(U.S. dollars in thousands except share and per share data)
| Six months ended June 30, | Six months ended June 30, | |||||||||
| Note | 2026 | 2025 | ||||||||
| Revenues | 7 | |||||||||
| Cost of revenues | 8 | ( | ) | ( | ) | |||||
| Gross Profit | ||||||||||
| Research and development expenses | ( | ) | ( | ) | ||||||
| General and administrative expenses | ( | ) | ( | ) | ||||||
| Sales and marketing expenses | ( | ) | ( | ) | ||||||
| Other income (expenses) | ( | ) | ||||||||
| Operating loss | ( | ) | ( | ) | ||||||
| Interest income from deposits | ||||||||||
| Finance income (expenses), net | ||||||||||
| Loss before tax | ( | ) | ( | ) | ||||||
| Taxes on income | ||||||||||
| Total comprehensive and net loss | ( | ) | ( | ) | ||||||
| Net loss per ordinary share, basic and diluted | ( | ) | ( | ) | ||||||
| Weighted average number of ordinary shares | ||||||||||
The accompanying notes are an integral part of the consolidated financial statements.
F-4
Qtrex Quantum Ltd.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(U.S. dollars in thousands except share and per share data)
For the six months ended June 30, 2026:
| Ordinary Share Capital | ||||||||||||||||
| Number of shares | Share capital and Additional Paid in Capital | Accumulated losses | Total | |||||||||||||
| Balance as of January 1, 2026: | ( | ) | ||||||||||||||
| Changes during the six months ended June 30, 2026: | ||||||||||||||||
| Issuance of ordinary shares, pre-funded warrants and ordinary warrants, net | ||||||||||||||||
| Exercise of options | - | |||||||||||||||
| Restricted share unit vesting | - | |||||||||||||||
| Issuance of ordinary shares- commitment fee | ||||||||||||||||
| Reclassification of private warrants from liability to equity following change of terms | - | - | ||||||||||||||
| Share-based compensation | - | |||||||||||||||
| Exercise of ordinary warrants, pre-funded warrants and private warrants | ||||||||||||||||
| Comprehensive and net loss | - | ( | ) | ( | ) | |||||||||||
| Balance as of June 30, 2026 | ( | ) | ||||||||||||||
For the six months ended June 30, 2025:
| Ordinary Share Capital | ||||||||||||||||
| Number of shares | Share capital and Additional Paid in Capital | Accumulated losses | Total | |||||||||||||
| Balance as of January 1, 2025: | ( | ) | ||||||||||||||
| Changes during the six months ended June 30, 2025: | ||||||||||||||||
| Issuance of ordinary shares, pursuant to an at-the-market -facility, net | ||||||||||||||||
| Exercise of options | ||||||||||||||||
| Restricted share unit vesting | - | |||||||||||||||
| Share-based compensation | ||||||||||||||||
| Exercise of pre funded warrants | - | - | ||||||||||||||
| Comprehensive and net loss | ( | ) | ( | ) | ||||||||||||
| Balance as of June 30, 2025 | ( | ) | ||||||||||||||
| * |
The accompanying notes are an integral part of the consolidated financial statements.
F-5
Qtrex Quantum Ltd.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands except share and per share data)
| Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash used by operating activities: | ||||||||
| Depreciation | ||||||||
| Capital loss (gain) | ( | ) | ||||||
| Share based compensation | ||||||||
| Revaluation of financial liability at fair value | ( | ) | ( | ) | ||||
| Prepayments of lease liabilities | ( | ) | ( | ) | ||||
| Increase in account receivables | ( | ) | ||||||
| Decrease in right of use assets | ||||||||
| Decrease (increase) in other current assets | ( | ) | ||||||
| Increase in trade accounts payable | ||||||||
| Increase in other accounts payable | ||||||||
| Decrease in deferred revenue | ( | ) | ||||||
| Financial expenses due to contingent consideration liability at fair value | ||||||||
| Decrease (increase) in inventory | ( | ) | ||||||
| Unrealized foreign exchange (gain) loss | ( | ) | ||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property, plant and equipment | ( | ) | ( | ) | ||||
| Business combination of AME and Fabrica Product Lines | ( | ) | ||||||
| Sale of property, plant and equipment | ||||||||
| Change in deposits, net | ||||||||
| Net cash provided by (used in) investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Issuance of ordinary shares, pre-funded warrants and ordinary warrants, net | ||||||||
| Issuance of ordinary shares pursuant to an at-the-market facility, net | ||||||||
| Exercise of warrants and pre-funded warrants, net | ||||||||
| Exercise of options | ||||||||
| Net cash provided by financing activities | ||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ) | ||||||
| Net increase (decrease) in cash and cash equivalents and restricted cash | ( | ) | ||||||
| Cash, cash equivalents and restricted cash at the beginning of the period | ||||||||
| Cash, cash equivalents and restricted cash at the end of the period | ||||||||
| * | Less than one thousand |
The accompanying notes are an integral part of the consolidated financial statements.
F-6
Qtrex Quantum Ltd.
UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands except share and per share data)
APPENDIX A – RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
| Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||
| Cash and cash equivalents | ||||||||
| Restricted Cash | ||||||||
| Total cash, cash equivalents and restricted cash shown in the statement of cash flows | ||||||||
APPENDIX B – NON-CASH TRANSACTIONS:
| Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||
| Accrued issuance expenses | ( | ) | ||||||
| Reclassification of private warrants from liability to equity following change of terms | ||||||||
| Issuance of ordinary shares- commitment fee | ||||||||
APPENDIX C - AMOUNT PAID DURING THE PERIOD:
| Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||
| Interest paid | ||||||||
APPENDIX D - BUSINESS COMBINATION OF AME AND FABRICA PRODUCT LINES
| Six months ended June 30, 2026 | ||||
| Right of use assets, net | ||||
| Inventory | ||||
| Fixed assets | ||||
| Accounts Receivable | ||||
| Lease liabilities | ( | ) | ||
| Deferred Revenue | ( | ) | ||
| Royalty-bearing grant liability | ( | ) | ||
| Contingent consideration liability | ( | ) | ||
| Total cash paid | ||||
The accompanying notes are an integral part of the consolidated financial statements.
F-7
Qtrex Quantum Ltd.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands except share and per share data)
NOTE 1 – GENERAL:
| 1. | QTREX Quantum Ltd. (formerly Inspira Technologies Oxy B.H.N. Ltd (the “Company”) was incorporated in Israel and commenced its operations on February 27, 2018. On April 6, 2026, the company purchased manufacturing electronics business, including intellectual property, equipment, tooling, books and records, inventory, transferred customer contracts, leasehold rights and accounts receivable. As a result, the Company currently operates in two principal areas of activity: (i) the medical technology industry in the field of respiratory support technology and (ii) Additively Manufactured Electronics (“AME”) and related additive manufacturing technologies.
In March 2026, the Company established a wholly owned subsidiary for its medical technology operations. As of June 30, 2026, no operations, assets or liabilities had been transferred to the subsidiary, and the subsidiary had not commenced operations.
Medical technology activities:
The Company is engaged in the research, development, and manufacturing-related and go-to-market activities of proprietary products and technologies. The Company is developing the following products: |
| ● | The INSPIRA ART (Augmented Respiratory Technology), a respiratory support technology targeted toward utilizing blood monitoring and direct blood oxygenation to boost patient saturation levels within minutes while the patient is awake. The aim is to provide an alternative to invasive mechanical ventilation, which is associated with high risks, complications, high costs and high mortality rates. |
| ● | The HYLA blood sensor, a non-invasive optical blood sensor designed to perform real-time and continuous blood parameter measurements, potentially reducing the need for intermittent blood samples from patients. |
| ● | The INSPIRA ART100 System, an advanced form of life support system, better known by the medical industry as a cardiopulmonary bypass system, which has been designed for use in procedures requiring cardiopulmonary bypass for six hours or less. |
The Company’s INSPIRA™ ART100 system received U.S. Food and Drug Administration (“FDA”) 510(k) regulatory clearance for cardiopulmonary bypass procedures and Israeli Medical Equipment Division certification for extra-corporeal membrane oxygenation and cardiopulmonary bypass procedures. The Company’s other products, including the INSPIRA™ ART and HYLA™ blood sensor, have not yet been tested or used in humans and have not been approved by any regulatory entity.
The Company continues to market and sell its ART100 systems, generating ongoing commercial revenue. The Company also continues to develop its HYLA blood sensor and intends to file it with the FDA in order to pursue a commercialization clearance. Simultaneously, the Company is actively pursuing strategic opportunities to monetize its medical assets to maximize shareholder value.
F-8
Qtrex Quantum Ltd.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands except share and per share data)
NOTE 1 – GENERAL (Cont.):
Additively Manufactured Electronics and additive manufacturing activities:
On April 1, 2026, the Company entered into an Asset Purchase Agreement with Nano Dimension Technologies Ltd. (the “Seller”), pursuant to which the Company agreed to acquire certain assets and assume certain liabilities related to the Seller’s AME and Fabrica businesses. The transaction was completed on April 6, 2026.
The acquired assets include, among other things, intellectual property, equipment, tooling, inventory, transferred customer contracts, leasehold rights and accounts receivable associated with the AME and Fabrica businesses.
The Company’s AME platform is an advanced electronics manufacturing platform that utilizes specialized additive manufacturing technologies to produce electronic devices and components. The platform includes high-precision 3D electronic printing systems, proprietary conductive and dielectric materials, design and simulation software, engineering know-how, manufacturing equipment and related services.
As part of the business combination, the Company also acquired assets comprising the Fabrica business, which utilizes micro-additive manufacturing technologies for the production of high-resolution polymer and composite parts.
See Note 4 for additional information regarding the business combination.
Following the business combination, the Company operates through two principal areas of activity: its acquired additive manufacturing operations, including the AME and Fabrica businesses, and its legacy medical technology operations.
| 2. | The accompanying unaudited interim condensed consolidated financial statements (the “Financial Statements”) have been prepared assuming that the Company will continue as a going concern.
The Company currently conducts operations in both the AME and additive manufacturing fields and the medical technology field. Following the business combination completed on April 6, 2026, the Company operates an existing commercial AME business while continuing the development and commercialization of its legacy medical technologies. With respect to its medical technology activities, the Company is at the deployment stage with respect to the INSPIRA ART100 and is in the development stage with respect to its other medical technologies. In addition, the company is conducting research and development in the AME and additive manufacturing fields to advance its printed electronics capabilities for producing quantum connectivity products. The Company also expects to fund its operations through sales of the Company’s FDA-cleared technology and from its acquired AME business. As of June 30, 2026, the Company has incurred accumulated losses of $ |
F-9
Qtrex Quantum Ltd.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands except share and per share data)
NOTE 1 – GENERAL (Cont.):
| 3. | The Company’s offices and operating facilities are located in Ra’anana and Ness-Ziona, Israel. Since October 2023, Israel has experienced significant military and geopolitical developments involving Hamas in the Gaza Strip, Hezbollah in Lebanon, the Houthi movement in Yemen and Iran. These developments have resulted in periods of heightened regional instability, disruptions to international transportation and shipping routes, and increased uncertainty in the Israeli and regional business environment.
A ceasefire between Israel and Hamas took effect in October 2025. Although the ceasefire has significantly reduced the overall level of hostilities, military incidents and exchanges have continued during 2026, and the implementation of arrangements intended to bring a more permanent end to the conflict remains uncertain. Hostilities involving Israel and Iran have also escalated significantly. Following earlier direct exchanges between Israel and Iran, the military conflict involving Israel, Iran and the United States intensified during 2026. Although temporary ceasefire arrangements have been reached from time to time, regional tensions remain elevated and there can be no assurance that hostilities will not resume or further escalate.
In addition, tensions involving Hezbollah in Lebanon and the Houthi movement in Yemen have continued to contribute to regional instability and disruptions to shipping and trade routes.
These developments may adversely affect the Israeli economy and could result in disruptions to the Company’s operations, supply chain, transportation, availability of personnel and access to financial and capital markets. As of the date of issuance of these unaudited interim condensed consolidated financial statements, the Company’s operations have not been materially adversely affected by these developments. The Company continues to monitor the potential impact of the regional security situation on its operations and financial conditions. |
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES:
Basis of preparation
The accompanying unaudited interim condensed consolidated financial statements have been prepared on the same basis as the annual financial statements. In the opinion of management, the financial statements reflect all normal and recurring adjustments necessary to fairly state the financial position and results of operations of the Company. These unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s annual financial statements and accompanying notes, included in the Company’s Annual Report on Form 20-F for the year ended December 31, 2025, as filed with the Securities and Exchange Commission on March 26, 2026. The year-end balance sheet data was derived from the audited financial statements as of December 31, 2025, but not all disclosures required by generally accepted accounting principles in the United States (“U.S. GAAP”) are included in this interim report.
F-10
Qtrex Quantum Ltd.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands except share and per share data)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (Cont.):
Principles of consolidation
The consolidated financial statements include the accounts of the Company and its subsidiaries. Inter-company transactions and balances have been eliminated in consolidation.
| Controlled entity | Country of Incorporation | Percentage Owned June 30, 2026 | Percentage Owned December 31, 2025 | |||
| Inspira Medical. Ltd |
In March 2026, the Company established a wholly owned subsidiary for its medical technology operations. As of June 30, 2026, no operations, assets or liabilities had been transferred to the subsidiary, and the subsidiary had not commenced operations.
Use of Estimates in the Preparation of Financial Statements
The preparation of the Company’s financial statements in conformity with U.S. GAAP requires us to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, the Company evaluates its estimates, judgments and methodologies. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity (including share-based compensation) and the amount of expenses. Actual results could differ from those estimates.
Business Combinations
The Company accounts for business combinations using the acquisition method. The Company allocates the fair value of purchase consideration to the tangible and intangible assets acquired, and liabilities assumed, based on their estimated fair values. The excess of the fair value of purchase consideration over the values of these identifiable assets and liabilities is recorded as goodwill. When determining the fair value of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain identifiable assets include, but are not limited to, the selection of valuation methodologies, forecasted revenue, discount rates, and useful lives. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.
Acquisition costs, such as legal and consulting fees, are expensed as incurred and are included in general and administrative expenses in the consolidated statements of comprehensive loss. During the measurement period, which is up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded in the consolidated statements of comprehensive loss.
F-11
Qtrex Quantum Ltd.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands except share and per share data)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (Cont.):
Recently Issued Accounting Standards
In December 2023, the Financial Accounting Standards Board (the “FASB”) issued accounting standards update (“ASU”) 2023-09, “Improvements to Income Tax Disclosures,” which modifies disclosure requirements for income taxes. This ASU requires the disclosure of the reconciliation between the tabular statutory tax rate and the effective tax rate in both percentages and dollars, additional disaggregated rate reconciliation categories and disaggregation of both income taxes paid and income tax expense by jurisdiction. This guidance is effective for annual periods beginning after December 15, 2024. We expect this ASU to impact only our disclosures, with no impact to our results of operations, cash flows and financial condition.
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures,” which expands disclosure of significant costs and expenses. This ASU requires expanded disclosures of significant costs and expenditures within cost of goods sold and selling, general and administrative expenses, including amounts of inventory purchased, employee compensation, depreciation, amortization and selling expenses. This ASU also requires expanded qualitative disclosures, including a description of selling expenses and a description of non-disaggregated expenses. This guidance is effective for annual periods beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. We expect this ASU to impact only our disclosures, with no impact to our results of operations, cash flows and financial condition.
Revenue recognition
The Company’s revenues are measured according to the ASC 606, “Revenue from Contracts with Customers” (“ASC 606”). Under ASC 606, revenues are measured according to the amount of consideration that the Company expects to be entitled to receive in exchange for transferring promised goods or services to a customer, excluding amounts collected on behalf of third parties.
At contract inception, the Company identifies performance obligations, which may include the delivery of printers, ink and other consumables, installation and training services, and support services. Revenue is allocated to each performance obligation based on the relative standalone selling price (“SSP”) of the goods or services of each performance obligation. If an SSP is not directly observable, the Company allocates the transaction price to the identified performance obligations based on the residual approach. Revenue for the printer hardware is determined using the residual method, whereby the total transaction price is allocated first to all other performance obligations based on their SSPs, with any remaining transaction price allocated to the printer.
Revenue from products consist primarily of revenues from the sale of printers, ink and other consumables. Revenue from products is recognized at a point in time when control transfers to the customer upon delivery terms.
Revenue from services consist primarily of installation and training services and support and maintenance services. Revenue from installation and training services is recognized when the related services are performed. Revenue from support and maintenance services is recognized on a straight-line basis over the service period.
Any discounts provided to customers are accounted for as a reduction from revenues.
F-12
Qtrex Quantum Ltd.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands except share and per share data)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (Cont.):
The Company applies the five-step model under ASC 606:
| (i) | identify the contract with a customer; |
| (ii) | identify the performance obligations in the contract; |
| (iii) | determine the transaction price; |
| (iv) | allocate the transaction price to the performance obligations; and |
| (v) | recognize revenue when (or as) performance obligations are satisfied. |
Standard product warranties that provide assurance that the product complies with agreed specifications do not represent a separate performance obligation and are accounted for under ASC 460. Extended warranty, support and maintenance services that provide services in addition to such assurance are accounted for as separate performance obligations under ASC 606, when applicable, and the related revenue is recognized over the applicable service period.
Substantially
all of the Company’s hardware products are covered by a standard assurance warranty of
Cost of revenues
Cost of revenues consists of sub-contractors, raw materials, shipping and handling costs to customers, salary, employee-related expenses, depreciation, royalties to the IIA, provision for assurance and overhead expenses.
Cost of revenues are expensed commensurate with the recognition of the respective revenues.
Inventory
Inventories are stated at the lower of cost or net realizable value. Inventory write-offs are provided to cover risks arising from slow-moving items, technological obsolescence, excess inventories, discontinued products, and for market prices lower than cost, if any.
The Company periodically evaluates the quantities on hand relative to historical and projected sales volume (which is determined based on an assumption of future demand and market conditions) and the age of the inventory. At the point of the loss recognition, a new lower cost basis for that inventory has been established.
For the medical technology operations, inventory cost is determined using the moving average cost method, including applicable indirect costs.
For the AME operations, finished goods are measured using a standard costing system that approximates the first-in, first-out (“FIFO”) method. The cost of finished goods includes materials, labor and manufacturing overhead incurred in bringing the inventory to its present location and condition. Raw materials are measured using the weighted-average cost method.
The Company regularly reviews inventory on hand, product development plans and sales forecasts to identify inventory carrying amounts in excess of net realizable value.
F-13
Qtrex Quantum Ltd.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands except share and per share data)
NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (Cont.):
Property, Plant, and Equipment
Property and equipment are stated at cost. Depreciation is computed based on the straight-line method, over the estimated useful life of the assets.
Property and equipment acquired as part of a business combination is depreciated from the acquisition date over the remaining estimated useful life of the respective assets as determined at the acquisition date.
Annual rates of depreciation are as follows:
| % | ||
| Computers | ||
| R&D equipment | ||
| Furniture and office equipment | ||
| Leasehold Improvements |
Government Grants
The Company receives royalty-bearing grants from the IIA for approved research and development projects under Israeli law. Royalties on the revenues derived from products and services developed using such grants, are payable to the Israeli Government.
The grants are linked to the exchange rate of the dollar to the New Israeli Shekel and bear interest of the Secured Overnight Financing Rate (“SOFR”) per year (SOFR is a benchmark interest rate which replaced the London Inter-Bank Offered Rate).
Regarding the medical segment- these grants are recognized as a deduction from research and development costs at the time the Company is entitled to such grants on the basis of the research and development costs incurred. Since the payment of royalties is not probable when the grants are received, the Company records a liability in the amount of the estimated royalties for each individual contract, when the related revenues are recognized, as part of cost of revenues.
In connection with the business combination of the AME technology and business, the Company assumed certain obligations relating to royalty-bearing grants previously received from the IIA. Under the applicable arrangements, royalties are payable based on revenues generated from products and services developed using such grants, up to the amount of the grants received, plus applicable interest. The obligation to pay such royalties is contingent upon the generation of qualifying revenues. The royalty payments will be recorded against the liability at the payment date.
Under
the terms of the IIA grant approvals, the Company is committed to pay royalties,
F-14
Qtrex Quantum Ltd.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands except share and per share data)
NOTE 3 – SIGNIFICANT EVENTS DURING THE REPORTING PERIOD
During the six months ended June 30, 2026, the Company completed several significant transactions and other events that had a material impact on its operations and financial position, as described below.
| 1. | On April 6, 2026, the Company completed the acquisition of certain assets and operations relating to the AME and Fabrica product lines from Nano Dimension Ltd. The acquired assets included, among other things, intellectual property, property and equipment, inventory and customer-related assets and contracts. The transaction was accounted for as a business combination in accordance with ASC 805, Business Combinations. Accordingly, the identifiable assets acquired and liabilities assumed were recognized at their estimated fair values as of the acquisition date. |
See Note 4 for additional information regarding the business combination.
| 2. | During the six months ended June 30, 2026, the Company completed two equity financing transactions. |
On
February 5, 2026, the Company completed a registered direct offering pursuant to which it issued
| 3. | On May 29, 2026, the Company entered into a securities purchase agreement with a single institutional investor pursuant to which the Company agreed to issue and sell |
| 4. | During the six months ended June 30, 2026, the Company terminated its existing operating lease early for office space on the sixth floor of its Ra’anana offices. Upon termination, the Company derecognized the related right-of-use asset, with a net carrying amount of approximately $ |
During
the same period, the Company entered into a new operating lease for office space on the eighth floor of the same building. At the commencement
date of the new lease, the Company recognized a right-of-use asset and a corresponding lease liability of approximately $
F-15
Qtrex Quantum Ltd.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands except share and per share data)
NOTE 4 – BUSINESS COMBINATION
On
The transaction purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values as of the business combination date.
As of June 30, 2026, the purchase price allocation is preliminary and may be adjusted during the measurement period until the Company completes the valuation of the assets acquired and liabilities assumed and obtains additional information regarding facts and circumstances that existed as of the business combination date.
Accordingly, the amounts recognized for the assets acquired and liabilities assumed, including the identification and valuation of intangible assets, if any, and any resulting goodwill, are preliminary and may be adjusted during the measurement period.
The preliminary fair value of the consideration transferred was as follows:
| U.S. dollars in thousands | ||||
| As of April 6, 2026 | ||||
| Consideration: | ||||
| Cash consideration | ||||
| Contingent consideration liability | ||||
| Total consideration fair value | ||||
| Identifiable assets acquired and liabilities assumed | ||||
| Trade receivables | ||||
| Inventory | ||||
| Right-of-use assets, net | ||||
| Property and equipment | ||||
| Lease liabilities | ( | ) | ||
| Royalty-bearing grant liability | ( | ) | ||
| Deferred revenues | ( | ) | ||
| Total identifiable net assets acquired | ||||
| Goodwill | ||||
| Total purchase consideration | ||||
F-16
Qtrex Quantum Ltd.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands except share and per share data)
NOTE 4 – BUSINESS COMBINATION (Cont.):
The
contingent consideration arrangement provides for additional payments to the Seller based on the performance of the acquired business
following the Business Combination Date. The estimated fair value of the contingent consideration liability recognized as of the Business
Combination Date was approximately $
The acquired business generated
revenues of $
The supplemental pro forma financial information in the table below summarizes the combined results of operations as if the business combination had occurred on January 1, 2025. The unaudited supplemental pro forma financial information is presented for illustrative purposes only and does not purport to represent what the actual results of operations would have been had the business combination occurred on the date indicated, nor is it indicative of results for any future periods.
The unaudited supplemental pro forma results of operations for the six months period ended June 30, 2026 include certain pro forma adjustments including the following:
| - | Operating expenses including research and development, general and administrative and sales & marketing expenses were derived on a pro rata basis from the 2025 annual abbreviated financial statements, such expenses were incurred rateably throughout the year excluding one-time expenses. |
| - | Acquisition-related transaction costs were excluded and assumed to be incurred at January 1, 2025. |
| Six Months Ended June 30, (Unaudited) | ||||
| 2026 | ||||
| Pro forma revenue | ||||
| Pro forma net loss | ||||
Contingent Consideration – Fair Value Measurement
The fair value of the contingent consideration was estimated using a probability-weighted discounted cash flow model. The valuation incorporates management’s estimates regarding future operating performance, the probability of achieving the sales of inventory, expected payment timing, and a risk-adjusted discount rate.
The fair value
measurement was based on two projected revenue scenarios, with probability weightings ranging from
NOTE 5 – INVENTORY
| June 30, 2026 | December 31, 2025 | |||||||
| Raw materials | ||||||||
| Work in progress | ||||||||
| Finished goods (*) | ||||||||
| Total | ||||||||
| (*) |
NOTE 6 – FINANCIAL LIABILITIES AT FAIR MARKET VALUE:
| June 30, 2026 | December 31, 2025 | |||||||
| Financial liability (1,3) | ||||||||
| Private Warrants (2) | ||||||||
| Total | ||||||||
F-17
Qtrex Quantum Ltd.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands except share and per share data)
NOTE 6 – FINANCIAL LIABILITIES AT FAIR MARKET VALUE (Cont.):
| 1. | Financial liability |
The
Company agreed to pay fees of
During the six-month period ended on June 30, 2026, certain investors exercised part of the ordinary warrants by cashless mechanism into ordinary shares, and the remaining ordinary warrants expired on June 30, 2026.
As a result, as of June 30, 2026, the financial liability was fully expired.
| 2. | Private Warrants |
On December 26, 2023, the Company entered into a certain
securities purchase agreement pursuant to which it issued unregistered warrants, to purchase up to an aggregate of
The Private Warrants include cashless exercise mechanism, according to the terms specified in the agreement.
The Private Warrants may create obligation to transfer cash to the investors at fundamental transactions according to fair value of the black Scholes model that include variable inputs.
Therefore, the Company accounts for the Private Warrants as financial liability instruments that are measured at fair value and recognized financial expenses or income through profit and loss.
As
of December 31, 2025, the fair value of the Private Warrants was approximately $
On
February 5, 2026, the Company amended the terms of the Private Warrants, including reducing the exercise price from $
The company measured fair value by using Black-Scholes option pricing model;
F-18
Qtrex Quantum Ltd.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands except share and per share data)
NOTE 6 – FINANCIAL LIABILITIES AT FAIR MARKET VALUE (Cont.):
The key inputs that were used in the Private Warrants fair value were:
| February 5, 2026 (*) | December 31, 2025 | |||||||
| Stock price | ||||||||
| Exercise price | ||||||||
| Risk-free interest rate | % | % | ||||||
| Expected volatility | % | % | ||||||
| Expected dividend yield | % | % | ||||||
| Expected term of warrants (years) | ||||||||
(*)
| 3. | Standby Equity Purchase Agreement |
On December 12, 2025, the Company entered into the Standby Equity Purchase Agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”), pursuant to which the Company has the right to sell to Yorkville up to of Ordinary Shares, subject to certain limitations and conditions set forth in the SEPA, from time to time during the term of the SEPA. The Company also entered into a Registration Rights Agreement with Yorkville pursuant to which it will register the resale of Ordinary Shares issued to Yorkville pursuant to the SEPA. Sales of Ordinary Shares to Yorkville under the SEPA, and the timing of any such sales, are at the Company’s option, and the Company is under no obligation to sell Ordinary Shares to Yorkville under the SEPA.
Each
advance (each, an “Advance”) the Company requests in writing to Yorkville under the SEPA (notice of such request, an “Advance
Notice”) may be for a number of Ordinary Shares. The Ordinary Shares purchased pursuant to an Advance delivered by the Company
will be purchased at a price equal to
F-19
Qtrex Quantum Ltd.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands except share and per share data)
NOTE 6 – FINANCIAL LIABILITIES AT FAIR MARKET VALUE (Cont.):
In connection with the execution of the SEPA,
The
second instalment was recorded as financial liability measured at fair value through profit and loss. As of December 31, 2025, the fair
value of the financial liability amounted to $
On
March 5, 2026, the second instalment was settled through the issuance of
The SEPA was terminated in March 2026. No advance was made under the SEPA prior to its termination.
NOTE 7 – REVENUES:
As of June 30, 2026, the Company has two business units: the medical business unit and the AME business unit.
| 1. | In the medical business unit, the Company generates revenues from the sale of INSPIRA ART100 systems and related carts, with revenue recognized upon transfer of control of the products to the customer. |
| 2. | In the AME business unit, the Company generates revenues from the sale of additive manufacturing systems and consumables, as well as from related support and maintenance services. Revenue from the sale of systems and consumables is recognized upon transfer of control of the products to the customer, while revenue from support and maintenance services is recognized as the related services are provided. |
For the six months ended June 30, 2025,
the Company’s revenues were derived solely from the medical business unit and amounted to $
For the six months ended June 30, 2026,
the Company’s revenues were derived solely from the AME business unit and amounted to $
F-20
Qtrex Quantum Ltd.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands except share and per share data)
NOTE 8 – COST OF REVENUES:
| As of June 30, 2026 | As of June 30, 2025 | |||||||
| Materials and subcontractors | ||||||||
| Payroll and related | ||||||||
| Other | ||||||||
| Total | ||||||||
NOTE 9 – RELATED PARTIES
The following transactions arose with related parties:
Transactions and balances with related parties:
| 1. | Transactions with related parties |
| For the six-month ended | ||||||||
| June 30, 2026 | June 30, 2025 | |||||||
| Salary and related expenses – officers and directors(1) | ||||||||
| Share based payment – officers and directors(2) | ||||||||
| (1) |
| (2) |
| 2. | Balances with related parties |
| Name | Nature of transaction | As of June 30, 2026 | As of December 31, 2025 | |||||||
| Officers | Salaries and related(1) | ( | ) | ( | ) | |||||
| Directors | Compensation for directors | ( | ) | ( | ) | |||||
| (1) |
F-21
Qtrex Quantum Ltd.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands except share and per share data)
NOTE 10 – SHAREHOLDERS’ EQUITY:
| A. | Share capital: |
| Number of shares as of June 30, 2026 | Number of shares as of December 31, 2025 | |||||||||||||||
| Authorized | Issued and outstanding | Authorized | Issued and outstanding | |||||||||||||
| Ordinary shares | ||||||||||||||||
| 1. | On March 14, 2025, the Company entered into a sales agreement with A.G.P./Alliance Global Partners, as sales agent, pursuant to which the Company could offer and sell, from time to time, through the sales agent, Ordinary Shares pursuant to the March 2025 ATM, having an aggregate offering price of up to $ |
| 2. | On August 8, 2025, the Company issued |
| 3. | On December 12, 2025, the Company issued |
| 4. | On December 17, 2025, the Company issued |
| 5. | On February 5, 2026, the Company entered into a Securities Purchase Agreement with a single institutional investor, pursuant to which the Company issued and sold in a registered direct offering (i) | |
| As of June 30, 2026, all the pre-funded warrants were exercised into ordinary shares. |
F-22
Qtrex Quantum Ltd.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands except share and per share data)
NOTE 10 – SHAREHOLDERS’ EQUITY (Cont.):
| 6. | In connection with the February 2026 offering, the Company amended the terms of As of June 30, 2026, all the warrants were exercised into |
| 7. | In connection with the SEPA, the Company issued |
| 8. | On May 29, 2026, the Company entered into a Securities Purchase Agreement with a single institutional investor, pursuant to which the Company issued and sold in a private placement (i) | |
| As of June 30, 2026, all the pre-funded warrants were exercised into ordinary shares. |
| 9. | During the six-month period, ended on June 30, 2026, |
| 10. | During the six-month period ending June 30, 2026, the Company issued an aggregate amount of |
F-23
Qtrex Quantum Ltd.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands except share and per share data)
NOTE 10 – SHAREHOLDERS’ EQUITY (Cont.):
B. Warrants reserves - Composition and movements:
| 1. |
| Number of Warrants | Weighted-average exercise price | Weighted average remaining contractual term (in years) | ||||||||||
| Balance as of December 31, 2025 | ||||||||||||
| Issued | ||||||||||||
| Reclassification of private warrants from financial liability at fair value into equity | ||||||||||||
| Exercised | ( | ) | ||||||||||
| Expired | ( | ) | - | |||||||||
| Balance as of June 30, 2026 | ||||||||||||
| 2. |
| Exercise Price | Warrants outstanding as of June 30, 2026 | Expiration date | ||||
| Balance as of June 30, 2026 | ||||||
C. Loss per share:
Loss per share has been calculated using the weighted average number of shares in issue during the relevant financial periods, the weighted average number of equity shares in issue and profit for the period as follows:
| Year ended June 30, 2026 | Year ended June 30, 2025 | |||||||
| Loss for the period | ||||||||
| Total number of Ordinary Shares | ||||||||
| Weighted average number of Ordinary Shares | ||||||||
| Basic and diluted loss per share | ( | ) | ( | ) | ||||
F-24
Qtrex Quantum Ltd.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands except share and per share data)
NOTE 11 – SHARE BASED COMPENSATION:
1. On
February 20, 2025, the Company’s Board of Directors approved a grant of
2. On August 6, 2025, the Company’s
Board of Directors approved a grant of
3.
On November 18, 2025, the Company’s Board of Directors approved a grant of
The fair value of all granted options was estimated by using the Black Scholes option pricing model, which was aimed to model the value of the Company’s assets over time. The simulation approach was designed to take into account the terms and conditions of the share options, as well as the capital structure of the Company and the volatility of its assets, on the date of grant based on certain assumptions.
F-25
Qtrex Quantum Ltd.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands except share and per share data)
NOTE 11 – SHARE BASED COMPENSATION (Cont.):
The following inputs were used to measure the fair value of the option at grant date:
| November 18, 2025 | February 22, 2025 | |||||||||
| (i) | Expected volatility | % | % | |||||||
| (ii) | Dividend rate | % | % | |||||||
| (iii) | Expected term (vesting period) | |||||||||
| (iv) | Contractual life | |||||||||
| (v) | Free risk rate | % | % | |||||||
The fair value of all granted RSUs was the Company’s quote price at the grant date.
During
the six months ended June 30, 2026, and 2025 the Company recorded share-based payment expenses in the amount of $
The options to service providers and advisers outstanding as of June 30, 2026, as follows:
| Six months ended June 30, 2026 | ||||||||
| Number of options | Weighted Average Exercise Price | |||||||
| Outstanding at beginning of year | ||||||||
| Granted | ||||||||
| Exercised | ( | ) | ||||||
| Outstanding as of June 30, 2026 | ||||||||
| Exercisable options | ||||||||
| Share-based payment expenses | $ | |||||||
There were no outstanding vested RSUs to services providers and advisors as of June 30, 2026.
F-26
Qtrex Quantum Ltd.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands except share and per share data)
NOTE 11 – SHARE BASED COMPENSATION (Cont.):
The options to employees and directors outstanding as of June 30, 2026, as follows:
| Six months ended June 30, 2026 | ||||||||
| Number of options | Weighted average Exercise price | |||||||
| Outstanding at beginning of year | ||||||||
| Granted | ||||||||
| Exercised | ( | ) | ||||||
| Forfeited | ||||||||
| Outstanding as of June 30, 2026 | ||||||||
| Exercisable options as of June 30, 2026 | ||||||||
| Share-based payment expenses | $ | |||||||
The RSUs to employees and directors outstanding as of June 30, 2026, as follows:
| Number of RSUs | ||||
| Outstanding at beginning of year | ||||
| Granted | ||||
| Forfeited | ( | ) | ||
| Vested | ( | ) | ||
| Outstanding as of June 30, 2026 | ||||
| Vested as of June 30, 2026 | ||||
| Share-based payment expenses | $ | |||
NOTE 12 – OPERATING SEGMENTS:
Following
the business combination of the AME business on April 6, 2026 (see note 4), the Company began managing and reporting its operations through
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 loss. 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.
F-27
Qtrex Quantum Ltd.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands except share and per share data)
NOTE 12 – OPERATING SEGMENTS (Cont.):
The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer.
Segment description:
AME
and Quantum hardware Segment
The AME segment comprises the Company’s additive manufacturing activities acquired from the Seller in April 2026. The segment develops, manufactures and commercializes additively manufactured electronics solutions, including electronic 3D printing systems which advancing our printed electronics capabilities to produce quantum connectivity products, related materials and consumables, spare parts, and related support and maintenance services.
Medical
Technology Segment
The medical technology segment comprises the Company’s medical technology activities, primarily focused on the development and commercialization of respiratory support and blood monitoring technologies, including the INSPIRA ART100 system and the Company’s other medical technologies.
Prior to April 6, 2026, the Company operated as a single reportable segment. Accordingly, comparative information for the six months ended June 30, 2025 is not presented by segment.
The following table presents the Company’s segment information for the six months ended June 30, 2026:
| 1. |
| For the Six months ended June 30, 2026 | ||||||||||||||||
| Medical Technology | AME and Quantum Segment | Elimination of inter-segment transactions | Total | |||||||||||||
| Segment revenues | ||||||||||||||||
| Segment cost of revenues | ( |
( |
||||||||||||||
| Segment gross profit | ||||||||||||||||
| Segment gross margin | % | % | ||||||||||||||
| Operating expenses | ||||||||||||||||
| Research and development | ( |
( |
( |
|||||||||||||
| General and administrative | ( |
( |
( |
|||||||||||||
| Sales and marketing | ( |
( |
( |
|||||||||||||
| Other income | ||||||||||||||||
| Segment total operating expenses | ( |
( |
( |
|||||||||||||
| Segment operating loss | ( |
( |
( |
|||||||||||||
| Interest income from deposits | ||||||||||||||||
| Finance income (expenses), net | ||||||||||||||||
| Net loss and comprehensive loss | ( |
|||||||||||||||
F-28
Qtrex Quantum Ltd.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands except share and per share data)
NOTE 12 – OPERATING SEGMENTS (Cont.):
| 2. |
| Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||
| Customer A | % | |||||||
| Customer B | % | |||||||
| Customer C | % | |||||||
| Customer D | % | |||||||
| 3. | Geographical Information: |
The following table presents the Company’s revenues from external customers by geographic area, based on the location of the customer:
| Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||
| Europe | ||||||||
| Other | ||||||||
| USA | ||||||||
| Total revenues | ||||||||
F-29
Qtrex Quantum Ltd.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands except share and per share data)
NOTE 13 – COMMITMENTS AND CONTINGENCIES:
| A. | Royalties to the IIA |
Medical devices development
In September
2019, the IIA approved an application that supports upgrading the Company’s manufacturing capabilities
for an aggregate budget of NIS
In
October 2023, the IIA approved a grant of another development project of the Company at an aggregate
budget of NIS
According
to the agreements with the IIA, the Company will pay royalties of
The
Company has not generated sales from its medical operation as of June 30, 2026; therefore, no additional liability was recorded against
cost of sales expenses. As of June 30, 2026, the maximum obligation with respect to the grants received from the IIA for the medical
device development, contingent upon entitled future sales, is $
The Company has obligations regarding know-how, technology, or products, not to transfer the information, rights thereon and production rights which derive from the research and development without the IIA Research Committee approval.
AME
In connection with the business combination of the 3D printing technology and related AME assets in April 2026, the Company assumed the seller’s historical contingent royalty liabilities toward the IIA.
As
of June 30, 2026, the carrying value of this liability is estimated at approximately $
As
of June 30, 2026, approximately $
F-30
Qtrex Quantum Ltd.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands except share and per share data)
NOTE 13 – COMMITMENTS AND CONTINGENCIES (Cont.):
Intellectual Property Licensing Arrangements
The former research and development activities of Nano Dimension regarding conductive ink were partially based on an exclusive license granted by Yissum Technology Transfer (“Yissum”) to develop, use, manufacture, and commercialize products based on certain patent-protected technology and applications (the “License Agreement”), which was subsequently assigned to the company.
Under the terms of the License Agreement, the licensee was required to pay royalties based on net sales, a percentage of sublicense income, and an annual maintenance fee.
However, all underlying patents and patent applications under the License Agreement have either expired or lapsed due to non-maintenance. Furthermore, the company has transitioned to alternative manufacturing methods and proprietary formulations that do not rely on or utilize the licensed patents. Consequently, the company has assessed that it has no continuing royalty or payment obligations under the agreement, and intends to formally notify Yissum of the termination of the License Agreement based on the expiration and non-maintenance of the underlying intellectual property and the lack of commercial reliance thereon.
| B. | Legal Claims |
In the normal course of business, various legal claims and other contingent matters may arise. Management believes that any liability that may arise from such matters would not have a material adverse effect on the Company’s results of operations or financial condition as of and for the six month period ended June 30, 2026.
On December 12, 2021, the Company terminated its employment agreement with Dr. Udi Nussinovitch, one of its founders who served as the Company’s Chief Scientific Officer since March 2018. On February 24, 2022, the Company sued Mr. Nussinovitch for breach of good faith and breach of his fiduciary duties as a shareholder and former officer of the Company. On November 9, 2022, the Company received notice of a complaint filed by Mr. Nussinovitch, as well as a complaint filed with the regional labor court in Tel Aviv, Israel on November 8, 2022. Mr. Nussinovitch has alleged certain deficiencies in the Company’s Extraordinary General Meeting of Shareholders held on Friday, December 17, 2021, resulting from his status as a minority shareholder. In addition, with respect to the labor dispute, Mr. Nussinovitch is seeking remuneration and the issuance of Ordinary Shares. A partial hearing was held in the regional labor court on July 19, 2023, and the parties were required by the court to file their positions on a stay of the proceeding pending the decision on the case initiated by the plaintiff in the District Court. On May 31, 2026, a status hearing was held before the Court. Currently, the proceedings remain (de facto) stayed.
A pre-trial hearing was held in the district court on January 21, 2024. During the hearing, the court suggested that the parties consider resolving the case through an out-of-court arrangement or mediation. The parties agreed to a mediation process which did not succeed. On January 7, 2025, Mr. Nussinovitch filed a motion to amend his Statement of Claim, requesting to modify the requested relief. Instead of the original remedies sought, Mr. Nussinovitch requested that the Company, or Mr. Ben Noon and Mr. Hayon, purchase all of his rights and shares in the Company at their average value from the date of the Company’s initial public offering until the date of the general meeting held on December 17, 2021. On January 13, 2025, a pretrial hearing was held. The court denied Mr. Nussinovitch’s motion to amend and instructed him to notify whether he wishes to withdraw his original claim or maintain it. Mr. Nussinovitch’s notified the court that he intended to proceed with the original claim in its current form.
F-31
Qtrex Quantum Ltd.
NOTES TO THE UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(U.S. dollars in thousands except share and per share data)
NOTE 13 – COMMITMENTS AND CONTINGENCIES (Cont.):
On May 7, 2025, the court issued its decision on the motion to dismiss. The judge ruled that the claim would be partially dismissed and that the continuation of the proceedings would be contingent upon payment of court fees. The court ordered the dismissal of remedies that Mr. Nussinovitch’s himself had clarified were no longer relevant and further determined that the declaratory remedies would remain in the claim and ruled that Mr. Nussinovitch must pay court fees in connection with the operative remedy regarding Mr. Nussinovitch’s entitlement to receive the benefits granted to the controlling shareholders and the allocation of restricted shares. On June 26, 2025, Mr. Nussinovitch submitted a notice to the court detailing the calculation of the claim value in relation to the operative remedies.
According to Mr. Nussinovitch’s calculations, the value of the restricted shares he was entitled to receive amounts to NIS 5,751,714. Based on this valuation, Mr. Nussinovitch paid court fees in the amount of NIS 143,493. A preliminary hearing in the case was held on September 8, 2025, during which the court set deadlines for the filing of witness statements. On September 18, 2025, Mr. Nussinovitch notified the court of his consent to dismiss the claim against the directors of the Company. On September 21, 2025, the court rendered a judgment dismissing the claim against the Company’s directors. On December 8, 2025, the Plaintiff filed witness statements on his behalf. On June 11, 2026, the Defendants filed witness statements on their behalf. The parties agreed to refer the matter to mediation. Since then, several mediation sessions have been held, and the mediation process is still ongoing.
As of the date of these Financial Statements, the Company believes that the claims will result in no disbursement of monetary payments by the Company.
NOTE 14 – SUBSEQUENT EVENTS:
| 1. | On July 6, 2026, the Company’s Board of Directors approved a grant of |
| 2. | On July 21, 2026, the Company’s Board of Directors approved a grant of |
| 3. | On July 6, 2026, the Board of Directors approved the establishment of a subsidiary in the U.S. |
| 4. | On August 20, 2026, the Company entered into a Securities Purchase Agreement with institutional investors, pursuant to which the Company issued and sold in a registered direct offering |
F-32
Exhibit 99.3
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Cautionary Statement 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, completion 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:
| ● | our planned level of revenues, capital expenditures and liquidity; |
| ● | our available cash and our ability to obtain additional funding; |
| ● | our unaudited condensed interim consolidated financial statements for the period ended June 30, 2026, contain disclosure regarding substantial doubt about our ability to continue as a going concern, which could prevent us from obtaining new financing on reasonable terms, if at all; |
| ● | our ability to market and sell our products; |
| ● | our expectation regarding the sufficiency of our existing cash and cash equivalents to fund our current operations; |
| ● | our ability to advance the development of our products and future potential product candidates; |
| ● | our ability to commercialize and sell our products and future potential products and future sales of our product or any other future potential products; |
| ● | our plans to continue to invest in research and development to develop technology for new products; |
| ● | our ability to maintain our relationships with suppliers, manufacturers, distributors and other partners; |
| ● | our ability to retain key executive members; |
| ● | our ability to internally develop new inventions and intellectual property; |
| ● | the overall global economic environment; |
| ● | the impact of competition and new technologies; |
1
| ● | the possible impacts of cybersecurity incidents on our business and operations; |
| ● | general market, political and economic conditions in the countries in which we operate; |
| ● | our ability to internally develop new inventions and intellectual property; |
| ● | changes in our strategy; and |
| ● | litigation. |
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 annual report on Form 20-F for the fiscal year ended December 31, 2025, which we filed with the Securities and Exchange Commission, or the SEC, on March 26, 2026, or the Annual Report, 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 prospectus.
Unless otherwise indicated, all references to “we,” “us,” “our,” the “Company” and “QTREX” refer to Qtrex Quantum Ltd. References to “NIS” are to New Israeli Shekels and references to “dollars” or “$” are to U.S. dollars. We prepare and report our unaudited condensed interim consolidated financial statements in accordance with generally accepted accounting principles in the United States.
A. Operating Results
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed interim consolidated financial statements and the related notes thereto for the six months ended June 30, 2026, included elsewhere in this Report of Foreign Private Issuer on Form 6-K. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties.
Overview
Since our inception in 2018, we have incurred operating losses. Our operating losses for the six-months ended June 30, 2026 and 2025 were $6.9 million and $7.2 million, respectively, and our net losses for the same period were $6.4 million and $6.4 million, respectively. As of June 30, 2026, we had an accumulated deficit of $86 million. We expect to continue to incur expenses and operating losses for the foreseeable future, and our losses may fluctuate significantly from year to year. We anticipate that our expenses will increase significantly in connection with our ongoing activities, as we:
| ● | expand our sales and marketing efforts of our additively manufactured electronics, printed electronics and micro additive manufacturing products; | |
| ● | advancing our printed electronics capabilities to produce quantum connectivity products.
| |
| ● | expanding market partnerships and marketing efforts to establish our brand recognition in the quantum computing hardware sector
| |
| ● | hire additional research and development and general and administrative personnel to support our operations; |
2
| ● | continue clinical development of our products; | |
| ● | file applications seeking regulatory approval for our products pursuant to the various regulatory pathways in the United States; |
| ● | continue to invest in the preclinical research and development of any future product candidates; | |
●
|
continue to establish the commercial infrastructure to support the marketing, sale and distribution of our U.S Food and Drug Administration, or the FDA, cleared product and additional products, should they receive regulatory approval in the future; | |
| ● | expand our sales and marketing efforts of our FDA cleared product and in preparation for potential commercialization of future products upon regulatory approval; | |
| ● | maintain, expand and protect our intellectual property portfolio; and | |
| ● | continue to incur costs associated with operating as a public company. |
Current Outlook
We have incurred losses and generated negative cash flows from operations since inception in 2018.
As of June 30, 2026, our cash and cash equivalents and deposits were $10.7 million.
On April 1, 2026, we entered into an Asset Purchase Agreement, or the Agreement, with Nano Dimension Technologies Ltd., or the Seller, pursuant to which we agreed to acquire certain assets comprising the Seller’s additive manufacturing electronics business and Fabrica business (collectively, the Assets). The Assets acquired included the Seller’s intellectual property, equipment, tooling, books and records, inventory, transferred customer contracts and leasehold rights and accounts receivable. The transaction contemplated by the Agreement closed on April 6, 2026. The total potential consideration payable for the Assets is up to $12,500,000 and consists of: (i) a cash payment of $2,000,000, payable at the closing; and (ii) potential deferred consideration of up to $10,500,000, or the Deferred Consideration, is based on net cash proceeds collected during the 12-month period following the closing, or the Deferred Consideration Period. The Deferred Consideration consists of: (i) 50% of net cash proceeds collected as part of the Assets, up to a maximum amount of $4,000,000; and (ii) 50% of aggregate Fabrica net cash proceeds, up to a maximum amount of $6,500,000. For purposes of the Deferred Consideration, net cash proceeds are equal to the cash actually collected, net of certain expenses, tax, and commissions. Pursuant to the terms of the Agreement, we will be required to deliver quarterly statements within 30 days after each three-month period, with a final true-up and payment within 30 days following the conclusion of the Deferred Consideration Period. The closing was subject to customary conditions, including: (i) delivery of corporate approvals; (ii) execution of intellectual property assignment instruments; and (iii) the receipt of third party’s approvals or the transfer of research and development programs.
On May 29, 2026, we entered into a Securities Purchase Agreement, or the May SPA, with a single institutional investor, or the Purchaser. Pursuant to the May SPA, we agreed to issue and sell, in a private placement offering by us directly to the Purchaser: (i) 3,895,000 of our Ordinary Shares at an offering price of $1.50 per share; and (ii) pre-funded warrants to acquire up to 2,771,667 Ordinary Shares at an offering price of $1.4999 per pre-funded warrant. Each pre-funded warrant represents the right to purchase one Ordinary Share at an exercise price of $0.0001 per share. The pre-funded warrants are exercisable immediately and may be exercised at any time until the pre-funded warrants are exercised in full (subject to the beneficial ownership limitation described above). The offering resulted in gross proceeds to us of approximately $10 million before deducting offering costs of approximately $856,000. The offering closed on June 1, 2026, following the satisfaction of customary closing conditions.
3
On February 5, 2026, we entered into a Securities Purchase Agreement with a single institutional investor providing for the issuance, in a registered direct offering, of (i) 4,000,000 Ordinary Shares at a purchase price of $0.70 per share and (ii) pre-funded warrants to purchase up to 2,785,715 Ordinary Shares at a purchase price of $0.70, less $0.001 per pre-funded warrant. In a concurrent private placement, we also agreed to issue the investor ordinary warrants to purchase up to 6,785,715 Ordinary Shares. The ordinary warrants are exercisable six months after their issuance at an exercise price of $0.70 per Ordinary Share and will expire on the five year anniversary of their initial exercise date. In connection with the offering, we also entered into an agreement to amend existing warrants that were previously issued in December 2023 to the investor participating in the offering. Such existing warrants originally entitled the investor to purchase up to 3,031,250 Ordinary Shares, with an exercise price of $1.28 per share. Such existing warrants were amended to reduce the exercise price to $0.70 per share, extend the expiration date from June 27, 2027 to February 5, 2031, revise the fundamental transaction provision in the warrants and revise the cashless exercise provision with respect to computing the valuation of the Ordinary Shares. We received approximately $4.7 million in gross proceeds, before deducting offering costs of approximately $485,000.
Since January 1, 2026, and as of June 30, 2026, the Company has issued an aggregate amount of 1,430,066 Ordinary Shares in connection with vested restricted share units, or RSUs, and an additional 184,479 Ordinary Shares in connection with option exercises.
We expect that our existing cash and cash equivalents as of June 30, 2026, in addition to proceeds expected to be raised through sales of Ordinary Shares through the additional proceeds we may raise by sale of Ordinary Shares and warrants, in addition to income from sale of our product, will enable us to fund our operating expenses and capital expenditure requirements for the next twelve months. Since there is no assurance that such financing will be obtained, our dependence on external funding for our operations raises a substantial doubt about our ability to continue as a going concern.
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 sooner than planned. Our future capital requirements will depend on many factors, including:
| ● | the progress and costs of our research and development activities; | |
| ● | the costs of manufacturing and selling our products; | |
| ● | the costs of filing, prosecuting, enforcing and defending patent claims and other intellectual property rights; | |
| ● | the ability to commercialize our products; |
| ● | the potential costs of contracting with third parties to provide marketing and distribution services for us or for building such capacities internally; and | |
| ● | the magnitude of our general and administrative expenses. |
We expect to satisfy our future cash needs through generating revenue with product sales and through equity financings. We cannot be certain that we will be successful in commercializing our products in development, the marketing and sales of our additively manufactured electronics products, or that additional funding will be available to us on acceptable terms, if at all. This raises substantial doubts about our ability to continue as a going concern. The unaudited condensed interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. If funds are not available, we may be required to delay, reduce the scope of, or eliminate research or development plans for, or commercialization efforts with respect to our product candidates.
Quantitative and Qualitative Disclosures about Market Risk
Foreign Currency Exchange Risk
We operate primarily in Israel and approximately 80% of our expenses are denominated in NIS. We are therefore exposed to market risk, which represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates. We are subject to fluctuations in foreign currency rates in connection with these arrangements.
4
We currently partially hedge our foreign currency exchange rate risk to decrease the risk of financial exposure from fluctuations in the exchange rates of our principal operating currencies. These measures, however, may not adequately protect us from the material adverse effects of such fluctuations.
Interest Rate Risk
We do not anticipate undertaking any significant long-term borrowing. At present, our investments consist primarily of cash and cash equivalents and short-term deposits. The primary objective of our investment activities is to preserve the principal while maximizing the income that we receive from our investments without significantly increasing risk and loss. Our investments may be exposed to market risk due to fluctuation in interest rates, which may affect our interest income and the fair market value of our investments, if any.
Impact of Inflation and Currency Fluctuations
Inflation generally affects us by increasing our NIS-denominated expenses, including salaries and benefits, as well as facility rental costs and payment to local suppliers. We do not believe that inflation had a material effect on our business, financial condition or results of operations during the six months ended June 30, 2026.
Components of Operating Expenses
Our current operating expenses consist of four components —cost of revenue, research and development expenses, general and administrative expenses and marketing expenses.
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited interim condensed consolidated financial statements and the related notes thereto for the six months ended June 30, 2026, included elsewhere in this Report of Foreign Private Issuer on Form 6-K. The discussion below contains forward-looking statements that are based upon our current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from these expectations due to inaccurate assumptions and known or unknown risks and uncertainties.
Revenues
The Company’s revenues are derived from two business activities: Medical Technology and Additively Manufactured Electronics, or AME. Revenues from the Medical Technology business consist of sales of ART100 systems and related carts. Revenues from the AME business consist of sales of printers, ink and other consumables, as well as installation and training services and support and maintenance services.
For the six months ended June 30, 2026, the Company’s revenues were derived solely from the AME business and amounted to $1,554 thousand.
For the six months ended June 30, 2025, the Company’s revenues were derived solely from the Medical Technology business and amounted to $289 thousand.
Cost of Revenues
Our cost of revenues consists of products purchased from sub-contractors, raw materials, shipping and handling costs to customers, salary, employee-related expenses, depreciation, royalties to the Israel Innovation Authority, or the IIA, provision for assurance and overhead expenses.
The total cost of revenue for the period of six months ended June 30, 2026 and 2025, was $610 and $287, respectively.
5
Operating Expenses
Our current operating expenses consist of four components: cost of revenue, research and development expenses, sales and marketing expenses and general and administrative expenses.
Research and Development Expenses, net
Our research and development expenses consist primarily of salaries and related personnel expenses, share-based compensation expenses, materials costs consultants and other third parties who support the development of our product service fees, and other related research and development expenses.
The following table discloses the breakdown of research and development expenses:
| Unaudited | Six Months Ended June 30, | |||||||
| U.S. dollars in thousands | 2026 | 2025 | ||||||
| Salary and related expenses* | 2,825 | 2,391 | ||||||
| Materials and related expenses | 456 | 377 | ||||||
| Share-based compensation | 384 | 512 | ||||||
| Subcontractors | 235 | 90 | ||||||
| Depreciation* | 165 | 67 | ||||||
| Professional services | 91 | 53 | ||||||
| IIA participation | - | (66 | ) | |||||
| Other* | 604 | 214 | ||||||
| Total | $ | 4,760 | $ | 3,638 | ||||
* The following presents reclassified historical amounts to conform to the current period’s presentation
We expect that our research and development expenses will increase as we continue to develop our products and advancing our printed electronics capabilities to produce quantum connectivity products.
General and Administrative Expenses
General and administrative expenses consist primarily of salaries and related expenses, share-based compensation, professional service fees for accounting and booking, legal fees, facilities, travel expenses and other general and administrative expenses.
The following table shows the breakdown of general and administrative expenses:
| Unaudited | Six Months Ended June 30, | |||||||
| U.S. dollars in thousands | 2026 | 2025 | ||||||
| Professional fees | 1,061 | 1,042 | ||||||
| Salary and related expenses* | 701 | 613 | ||||||
| Share-based compensation | 375 | 1,144 | ||||||
| Rent and office maintenance | 135 | 66 | ||||||
| Insurance expenses | 87 | 89 | ||||||
| Director’s fees and share-based compensation | 86 | 92 | ||||||
| Travel abroad | 51 | 34 | ||||||
| Depreciation* | 34 | 6 | ||||||
| Others* | 64 | 64 | ||||||
| Total | $ | 2,594 | $ | 3,150 | ||||
* The following presents reclassified historical amounts to conform to the current period’s presentation
6
Comparison of the Six Months Ended June 30, 2026 and 2025
Results of Operations
| Six Months Ended June 30, | ||||||||
| U.S. dollars in thousands | 2026 | 2025 | ||||||
| Revenues | 1,554 | 289 | ||||||
| Cost of revenues | 610 | 287 | ||||||
| Research and development expenses | 4,760 | 3,638 | ||||||
| Sales and marketing expenses | 545 | 442 | ||||||
| General and administrative expenses | 2,594 | 3,150 | ||||||
| Other expenses (income) | (19 | ) | 7 | |||||
| Operating loss | 6,936 | 7,235 | ||||||
| Interest income from deposits | (22 | ) | (37 | ) | ||||
| Financial expense (income), net | (560 | ) | (800 | ) | ||||
| Total comprehensive net loss | $ | 6,354 | $ | 6,398 | ||||
Revenues
Our revenues for the six months ended June 30, 2026 were $1,554 thousand, compared to $289 thousand for the six months ended June 30, 2025. The increase is entirely attributable to the newly acquired business, driven by sales of three dimensional, or 3D, electronics printing systems, consumables (inks and spare parts), and both acquired and new service contracts.
Cost of Revenues
Our cost of revenues for the six months ended June 30, 2026 were $610 thousand, compared to $287 thousand for the six months ended June 30, 2025. The increase is in line with the increase in revenues, cost of revenues increased primarily due to the cost of products sold and direct selling expenses associated with the acquired business.
Research and Development Expenses
Research and development expenses for the six months ended June 30, 2026, were $4,760 thousand compared to $3,638 thousand for the six months ended June 30, 2025. The increase is attributable mainly to salary and related expenses associated with new employees were hired to operate in the newly acquired business, together with additional operating and overhead costs related to the acquired business.
Sales and marketing expenses
Sales and marketing expenses for the six months ended June 30, 2026, were $545 thousand compared to $442 thousand for the six months ended June 30, 2025. The increase is attributable to salary and related expenses associated with new employees hired to operate the acquired business.
General and administrative expenses
General and administrative expenses for the six months ended June 30, 2026, were $2,594 thousand compared to $3,150 thousand for the six months ended June 30, 2025. The decrease is primarily attributable to a decrease in share-based compensation expenses.
Operating loss
As a result of the foregoing, our operating loss for the six months ended June 30, 2026 was $6,936 thousand compared to an operating loss of $7,235 thousand for the six months ended June 30, 2025, a decrease of $299 thousand, or 4.0%.
7
Financial expense (income), net
We recognized financial income, net for the six months ended June 30, 2026 of $560 thousand compared to financial income, net of $800 thousand for the six months ended June 30, 2025. The decrease in financial income was mainly due to income recognized from the remeasurement of our financial liabilities at fair value.
Total net loss
As a result of the foregoing, our total net loss for the six months ended June 30, 2026 was $6,354 thousand compared to $6,398 thousand for the six months ended June 30, 2025, a decrease of $44, or 0.1%.
Critical Accounting Estimates
The preparation of unaudited condensed interim consolidated 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 unaudited condensed interim consolidated 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 Estimates” under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section in our Annual Report, as well as our unaudited condensed interim consolidated financial statements and the related notes thereto for the six months ended June 30, 2026, included elsewhere in this Report of Foreign Private Issuer on Form 6-K.
B. Liquidity and Capital Resources
Overview
Since our inception through June 30, 2026, we have funded our operations principally from the proceeds of our IPO, the sale of convertible securities, the proceeds from the exercise of warrants, government grants and sale of Ordinary Shares. To date, we are at the deployment stage with respect to the INSPIRA ART100, and we are in development stage with its HYLA sensor in addition to the commercialization of our Dragon FlyIV and other connected the additively manufactured electronics new business and the development stage to advance the printing electronic capabilities to produce quantum connectivity products. The Company has suffered recurring losses from operations and negative cash flows from operations since inception. As of June 30, 2026, we have incurred accumulated losses of $86 million and expects to continue to fund our operations, in part, through financing, such as the issuance of Ordinary Shares and warrants, in addition to through IIA grants. There is no assurance that such financing will be obtained. Our dependency on external funding for our operations raises a substantial doubt about our ability to continue as a going concern. The unaudited condensed interim consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. We also expect to fund our operations through sales of the Company’s FDA-cleared technology and from its acquired AME business.
Our management intends to raise additional funds through offerings of our securities that will be utilized to fund product development and continue operations and marketing. We do not have any material financial obligations as of June 30, 2026. We believe that the proceeds from any future financings, combined with our cash on hand, are sufficient to meet our obligations for the next twelve months. However, there is no assurance that such financing will be obtained. Our dependency on external funding for our operations raises a substantial doubt about our ability to continue as a going concern.
On August 20, 2026, we entered into a Securities Purchase Agreement, or the SPA, with certain institutional investors, or the Purchasers. Pursuant to the SPA, we agreed to issue and sell, in a registered direct offering 11,111,111 of our ordinary shares, or the Ordinary Shares, at an offering price of $0.90 per share, we received approximately $10 million in gross proceeds, before deducting offering costs of approximately $842,000.
As of June 30, 2026, we had $10,666 thousand in cash, cash equivalents.
8
The table below presents our cash flows for the periods indicated:
| Six Months Ended June 30, | ||||||||
| U.S. dollars in thousands | 2026 | 2025 | ||||||
| Net cash used in operating activities | (3,892 | ) | (5,087 | ) | ||||
| Net cash provided (used) in investing activities | (2,025 | ) | 567 | |||||
| Net cash provided by financing activities | 13,488 | 1,519 | ||||||
| Effect of exchange rate changes on cash and cash equivalents | (17 | ) | 21 | |||||
| Net Increase (decrease) in cash and cash equivalents | 7,571 | (3,001 | ) | |||||
Operating Activities
Net cash used in operating activities of $3,892 thousand during the six months ended June 30, 2026 and net cash used in operating activities of $5,087 thousand during the six months ended June 30, 2025 were primarily used for payment of salaries and related personnel expenses, materials expenses, subcontractors, travel and office maintenance.
Income due to changes in the fair market value of financial liabilities for the six months ended June 30, 2026 was $504 thousand, compared to income of $689 thousand for the six months ended June 30, 2025.
Investing Activities
Net cash used in investing activities of $2,025 thousand during the six months ended June 30, 2026 consisted mainly of the acquisition of the AME business. Net cash provided in investing activities of $567 thousand during the six months ended June 30, 2025 consisted mainly of the change in cash deposits and the effect of the exchange rate on it in the amount of $668 thousand.
Financing Activities
Net cash provided by financing activities of $13,488 thousand during the six months ended June 30, 2026 consisted primarily of proceeds from sale of Ordinary shares, prefunded warrants and ordinary warrants in connection with private offerings during the period.
Net cash provided by financing activities of $1,519 thousand during the six months ended June 30, 2025 consisted primarily of proceeds from the sale of Ordinary Shares through our At-The-Market Facility, or ATM Facility, with Alliance Global Partners/AGP, or AGP.
On March 14, 2025, we entered into a sales agreement with AGP, as sales agent, pursuant to which we may offer and sell, from time to time, under the ATM Facility, Ordinary Shares having an aggregate offering price of up to $1,019 thousand. On April 10, 2025, the maximum aggregate offering price was increased to $1,917,052, on July 1, 2025, the maximum aggregate offering price increased to $7,118 thousand and on September 16, 2025, the maximum aggregate offering price increased to $14,687 thousand. As of June 30, 2025, we sold an aggregate of 2,575,753 Ordinary Shares for an aggregate offering amount of approximately $1,600 thousand.
On February 17, 2026, we entered into an additional sales agreement with AGP pursuant to which we were able to offer and sell, from time to time, through the sales agent, our Ordinary Shares having an aggregate offering price of up to $2,016 thousand. We terminated the sales agreement with AGP in March 2026.
On December 12, 2025, we entered into a purchase agreement with YA II PN, Ltd., or YA, providing for the issuance, in a registered direct offering, of 1,565,217 Ordinary Shares at a purchase price of $1.15 per share. We received approximately $1.8 million in gross proceeds before deducting offering costs of approximately $50 thousand.
9
On December 12, 2025, we entered into a Standby Equity Purchase Agreement, or SEPA, with YA. Pursuant to the terms of the SEPA, YA committed to purchase up to $25 million, or the Commitment Amount, of Ordinary Shares at any time during the three-year period following the execution date of the SEPA. Pursuant to the terms of the SEPA, any Ordinary Shares sold to YA will be priced at 97% of the market price, which is defined as the lowest daily VWAP (as defined in the SEPA) of the Ordinary Shares during the three consecutive trading days commencing on the trading day of our delivery of an Advance Notice (as defined in the SEPA) to YA. Any sale of Ordinary Shares pursuant to the SEPA is subject to certain limitations, including that YA is not permitted to purchase any Ordinary Shares that would result in it owning more than 4.99% of our Ordinary Shares. Pursuant to the SEPA, we also agreed to pay YA a commitment fee, or the Commitment Fee, equal to 2.00% of the Commitment Amount, payable in two tranches in our Ordinary Shares at a price per share average of the daily volume weighted average prices of the Ordinary Shares during the three trading days immediately prior to payment due date also agreed to pay to YA a structuring fee in the amount of $25 thousand. We terminated the SEPA in March 2026.
On January 5, 2026, we entered into a non-binding term sheet, or the Term Sheet, with the Target, to acquire the Target’s liquid biopsy business in exchange for 40% of our issued and outstanding share capital on a fully diluted basis. As a part of the acquisition, we were to obtain a $15 million equity investment, or the Equity Investment, at our pre-money valuation of $180 million or at such valuation as may be expressly agreed by the parties in the negotiated definitive agreement to acquire Target’s liquid biopsy business, or the Purchase Agreement. In March 2026, we announced that we will not pursue the transaction with the Target.
In connection with the Term Sheet, on January 5, 2026, we entered into a binding senior convertible debenture, or the Debenture, with the Target, whereby we agreed to lend the Target a principal amount of $1 million. The Debenture will bear interest at a 10% annual rate, provided, however, that in case of an Event of Default (as defined in the Debenture), the annual interest rate shall increase to 18%, retroactively as of the original issue date. The Target may prepay any portion of the principal amount of the Debenture without the need for our prior written consent. Any payment thereof (including any partial payment) shall first be made on account of outstanding interest. The Debenture matures on the date that is 180 days from January 5, 2026, on or such earlier date where (i) the Purchase Agreement has not been entered into within 60 days from January 5, 2026, (ii) if there is a change in control of the Target (including, without limitations, changes in the composition of the Target’s board of directors where the majority of board members (excluding the external members) holding office on the date hereof, cease to hold office, then the date of such change in control, or the Maturity Date.
The Debenture contains certain prerequisites, such as corporate approval and TASE approval of the ordinary shares to be issued upon conversion of the Debenture, and customary representations, warranties and covenants of the Company and Target, including receipt of $5 million by us pursuant to the SEPA. The Debenture will be deemed issued at the signing, however, our obligation to pay $1 million is subject to the satisfaction of the prerequisites. On February 19, 2026, we and the Target entered into an amendment and addendum to the Debenture, or the Amendment. Pursuant to the Amendment: (i) the period of 45 days from the date of execution of the Debenture for the satisfaction of the certain prerequisites set forth in clauses 8(a) through 8(c) of the Debenture was extended by additional 30 days, to 75 days; and (ii) the prerequisite of a $5 million investment to be obtained by us set forth in clause 8(b) of the Debenture was amended and restated in such manner such that it shall be satisfied by the receipt of $5 million, following the date of the Amendment, from investors introduced to us by the Target pursuant to the requirements of the placement agent agreement, dated February 5, 2026, by an between us and A.G.P/ Alliance Global Partners (rather than pursuant to the SEPA). Except as set forth above, all other terms of the Debentures remain unchanged and in full force and effect. As of September 23, 2026, we did not receive any proceeds under the SEPA. The SEPA was terminated and therefore, the Debenture expired.
On February 5, 2026, we entered into a purchase agreement with a single institutional investor providing for the issuance, in a registered direct offering, of (i) 4,000,000 Ordinary Shares at a purchase price of $0.70 per share and (ii) pre-funded warrants to purchase up to 2,785,715 Ordinary Shares at a purchase price of $0.70, less $0.001 per pre-funded warrant. In a concurrent private placement, we also agreed to issue the investor ordinary warrants to purchase up to 6,785,715 Ordinary Shares. The ordinary warrants are exercisable six months after their issuance at an exercise price of $0.70 per Ordinary Share and will expire on the five year anniversary of their initial exercise date. In connection with the offering, we also entered into an agreement to amend existing warrants that were previously issued in December 2023 to the investor participating in the offering. Such existing warrants originally entitled the investor to purchase up to 3,031,250 Ordinary Shares, with an exercise price of $1.28 per share. Such existing warrants were amended to reduce the exercise price to $0.70 per share, extend the expiration date from June 27, 2027 to February 5, 2031, revise the fundamental transaction provision in the warrants and revise the cashless exercise provision with respect to computing the valuation of the Ordinary Shares. We received approximately $4.7 million in gross proceeds, before deducting offering costs of approximately $485,000.
10
On March 14, 2025, we entered into a sales agreement with AGP, as sales agent, pursuant to which we may offer and sell, from time to time, under the ATM Facility, Ordinary Shares having an aggregate offering price of up to $1,019 thousand. On April 10, 2025, the maximum aggregate offering price was increased to $1,917 thousand, on July 1, 2025, the maximum aggregate offering price increased to $7,118 thousand and on September 16, 2025, the maximum aggregate offering price increased to $14,687 thousand. As of June 30, 2025, we sold an aggregate of 2,575,753 Ordinary Shares for an aggregate offering amount of approximately $1,600 thousand.
On February 17, 2026, we entered into an additional sales agreement with AGP pursuant to which we were able to offer and sell, from time to time, through the sales agent, our Ordinary Shares having an aggregate offering price of up to $2,016 thousand. We terminated the sales agreement with AGP in March 2026.
On April 1, 2026, we entered into the Agreement with the Seller, pursuant to which we agreed to acquire certain assets comprising the Seller’s Assets. The Assets acquired included the Seller’s intellectual property, equipment, tooling, books and records, inventory, transferred customer contracts and leasehold rights and accounts receivable. The transaction contemplated by the Agreement closed on April 6, 2026, following the satisfaction of customary closing conditions, including the delivery of corporate approvals, execution of intellectual property assignment instruments, and receipt of required third-party approvals in connection with the transfer of the research and development programs. The total potential consideration payable for the Assets is up to $12,500 thousand and consisted of: (i) a cash payment of $2,000 thousand, which was paid at the closing; and (ii) potential Deferred Consideration based on net cash proceeds collected during the Deferred Consideration Period. The Deferred Consideration consists of: (i) 50% of net cash proceeds collected as part of the Assets, up to a maximum amount of $4,000 thousand; and (ii) 50% of aggregate Fabrica net cash proceeds, up to a maximum amount of $6,500 thousand. For purposes of the Deferred Consideration, net cash proceeds is equal to the cash actually collected, net of certain expenses, tax, and commissions. Pursuant to the terms of the Agreement, we will be required to deliver quarterly statements within 30 days after each three-month period, with a final true-up and payment within 30 days following the conclusion of the Deferred Consideration Period.
On May 29, 2026, we entered into the May SPA with the Purchaser. Pursuant to the May SPA, we agreed to issue and sell, in a private placement offering by us directly to the Purchaser: (i) 3,895,000 Ordinary Shares, at an offering price of $1.50 per share; and (ii) pre-funded warrants to acquire up to 2,771,667 Ordinary Shares at an offering price of $1.4999 per pre-funded warrant. The pre-funded warrants were sold to the Purchaser, whose purchase of Ordinary Shares in the offering would otherwise have resulted in the Purchaser, together with its affiliates and certain related parties, beneficially owning more than 9.99% of our outstanding share capital following the consummation of the offering. Each pre-funded warrant represents the right to purchase one Ordinary Share at an exercise price of $0.0001 per share. The pre-funded warrants are exercisable immediately and may be exercised at any time until the pre-funded warrants are exercised in full (subject to the beneficial ownership limitation described above). The offering resulted in gross proceeds to us of $10 million before deducting offering costs of approximately $856,000. The offering closed on June 1, 2026, following the satisfaction of customary closing conditions.
On August 20, 2026, we entered into the SPA with the Purchasers. Pursuant to the SPA, we agreed to issue and sell, in a registered direct offering 11,111,111 Ordinary Shares, at an offering price of $0.90 per share. The offering resulted in gross proceeds to us of $10 million before deducting offering costs of approximately $842,000.
11
RISK FACTORS
In addition to the other information set forth in this Management’s Discussion and Analysis of Financial Condition and Results of Operation, you should carefully consider the risk factors discussed and set forth under Item 3.D. “Risk Factors” in our Annual Report, which could materially affect our business, financial condition or future results.
Risks Related to our Business and Industry
We depend heavily on the successful development, validation, and commercialization of our monolithic interconnect architecture for the quantum computing industry, and we may not be able to successfully introduce it to the market.
Our strategic objective is to establish QTREX as a provider of cryogenic connectivity inside the dilution refrigerator for the superconducting quantum computing industry. We are developing the monolithic interconnect architecture designed to replace the discrete, manually assembled cabling that dominates the industry today. Our business model relies on our ability to successfully transition our technology to the quantum computing industry, as well as on strategic collaborations to jointly develop, qualify, and deploy our architecture in production-grade environments. If we fail to establish or maintain these partnerships, or if our engineered structure fails to effectively overcome thermal load constraints and other connectivity limitations as compared to traditional assembled wiring, our commercialization efforts may not lead to meaningful sales.
Our target market is subject to rapid technological change, and we may not be able to develop systems that supplant existing approaches.
The quantum computing and advanced electronics manufacturing markets are subject to rapid and substantial innovation. Our monolithic interconnect architecture, which relies on our additive manufacturing electronics, or AME, capabilities, could be rendered obsolete or uneconomical by competitors’ technological advances or alternative interconnect approaches. If we cannot keep pace with technological change, our business, financial condition, and results of operations could be materially adversely affected.
We may not successfully commercialize our recently acquired AME Platform, and our failure to successfully manage and scale its commercialization could harm our business.
In April 2026, we acquired the AME Platform from the Seller, which we expect to serve as both the production foundation for our quantum connectivity strategy and a commercially active business. Our revenue depends, in part, on our ability to successfully complete the integration of the AME Platform that we acquired from the Seller, our ability to commercialize inkjet-based additive electronics manufacturing systems and proprietary printable conductive and dielectric materials to customers in aerospace, missile, defense, and advanced electronics sectors, and on the commercial adoption of our products. We cannot assure you that these commercialization efforts will lead to sustained or meaningful sales, and any failure to manage, scale, and support the AME Platform could materially adversely affect our business.
Defects or failures in our products, proprietary materials or manufacturing processes could result in product liability, warranty and other claims, require costly remediation efforts or recalls, and materially harm our business, results of operations and reputation.
Our systems, proprietary materials and related products may contain undetected defects, errors, reliability issues or performance failures that are not discovered until after they have been manufactured, shipped or used by customers. These issues may arise from product design, raw materials, manufacturing or assembly processes, software, quality control or other causes. In addition, because certain of our products involve specialized materials and, in some cases, hazardous chemicals, defects, contamination, handling failures or manufacturing process issues could increase the risk of safety-related incidents, property damage, environmental exposure or related claims.
If any of our products or materials are alleged or found to be defective, have failed to perform as expected or have contributed to injury, property damage or operational disruption, we could incur substantial costs and liabilities, including costs associated with investigating the issue, repairing or replacing affected products, providing credits or refunds, honoring warranty obligations, conducting field corrective actions, undertaking remediation efforts, or recalling or withdrawing products from the market. Any such issue could also result in delayed customer acceptance, delayed or lost revenue, cancellation of orders, loss of existing or potential customers or commercial partners, increased warranty servicing costs, breach of contract or indemnification claims, and other disputes or litigation.
We may also become subject to regulatory inquiries, investigations or other proceedings if a defect, failure or safety issue is believed to create risk to persons, property or operations, or if corrective actions are not implemented in a timely or adequate manner. Even if claims relating to an alleged defect are ultimately unsuccessful, defending such claims and responding to related inquiries or proceedings could be time-consuming and expensive, divert the attention of management and technical personnel, and adversely affect our relationships with customers and other counterparties. In addition, publicity associated with any actual or alleged defect, failure, recall, remediation effort or safety-related issue could materially damage our reputation and impair market acceptance of our products and technologies.
12
Although we may maintain insurance for certain product-related risks, our insurance coverage may not be available on acceptable terms, may not continue to be available in sufficient amounts, or may not be adequate to cover all liabilities that we may incur. In addition, any contractual indemnification we may receive from third parties may not fully protect us, particularly with respect to alleged design defects, quality failures or other matters for which we are viewed as responsible. As a result, a product defect or alleged defect could subject us to liabilities and losses in excess of available insurance or indemnity protection.
Discontinuation of operations at our single manufacturing site could prevent us from timely fulfilling customer orders.
We currently assemble and test the systems we sell, and produce consumables for our systems, at a single facility. A disruption at this facility, whether due to natural disasters, fire, power outages, equipment failures, labor shortages, cyber incidents, supply interruptions or other unforeseen events, could materially impair our ability to supply systems or consumable materials in a timely manner and could lead to significant costs.
If operations at this facility are interrupted, even for a limited period, we may be unable to manufacture, assemble, test or deliver our systems and consumable materials on schedule, which could result in delayed shipments, delayed or lost revenue, increased operating costs, customer dissatisfaction and damage to our commercial relationships. In addition, because our operations involve specialized manufacturing systems, proprietary materials and related know-how, restoring normal operations, replacing damaged equipment or transferring production to an alternate site, if available, could require substantial time and expense. Any prolonged disruption could also delay customer installations, service obligations and development activities, any of which could materially adversely affect our business, financial condition and results of operations.
We are subject to environmental, health and safety laws and regulations in connection with our products, proprietary materials and operations, and compliance with these requirements could subject us to significant costs and potential liability.
Our business involves or may involve the use, handling and international shipment of products, inks, materials and other substances that may be subject to environmental, health and safety laws and regulations relating to the import and export of chemicals and hazardous substances. These requirements may govern, among other things, the composition of our products and materials, the manner in which such materials are packaged, labeled, stored, transported, used and disposed of, and the handling of wastes or emissions associated with our operations. In addition, our carriers and logistics providers may impose further restrictions and compliance requirements for the shipment of dangerous products.
Compliance with these laws and regulations may require us to incur significant costs, including costs to monitor and maintain compliance programs, obtain or maintain approvals, modify our operations, change suppliers, reformulate the chemicals used in our inks and materials, or alter packaging, handling or shipping practices. If we fail to comply with applicable requirements, or if applicable laws or regulations become more stringent, we could be subject to fines, penalties, restrictions on our ability to manufacture, import, export or sell certain products, remediation obligations, or other liabilities. Any such developments could disrupt our operations, increase our costs, delay customer shipments, require changes to our products or manufacturing processes, and materially adversely affect our business, financial condition and results of operations.
13
We have engaged in the acquisition of the AME Platform, which may pose integration risks, and the recognition of additional assets on our unaudited condensed interim consolidated financial statements could lead to significant write-offs.
As part of our growth and diversification strategy, we evaluate and engage in acquisitions, such as our April 2026 acquisition of the AME Platform from the Seller pursuant to the Agreement. Mergers and acquisitions entail risks that could materially and adversely affect our business, operating results, and financial condition, including problems integrating acquired operations and technologies, diversion of management time, failures to realize anticipated synergies, and difficulties retaining relationships with suppliers and customers of the acquired platform. In addition, these transactions require recognition of additional assets on our balance sheet. If the acquired business does not perform as expected, we may face potential write-offs of acquired assets, which would negatively impact our financial condition and results of operations.
We may not be able to successfully integrate and operate the purchased assets acquired from the Seller, which could disrupt our business and adversely affect our results of operations.
Under the Agreement, we acquired certain assets comprising the Seller’s AME business and Fabrica business, including intellectual property, equipment, tooling, books and records, inventory, transferred customer contracts, leasehold rights, and accounts receivable. Successfully integrating and operating these purchased assets requires, among other things, effective transition of customer and supplier relationships, integration of systems and controls, and retention of personnel and know-how relevant to the purchased assets. If integration is more costly or time-consuming than expected, or if integration efforts disrupt operations or customer relationships, our business and results of operations could be materially adversely affected.
We may not be able to successfully monetize our medical technology platform, which could divert management attention and resources.
While we have pivoted toward quantum connectivity and advanced electronics manufacturing, we continue to operate a medical technology platform held within a wholly owned subsidiary. That platform includes the INSPIRA ART100 and the HYLA continuous blood monitoring platform, and we have disclosed an intent to monetize this business through strategic transactions. There is no assurance that any definitive transaction will occur. If we are unable to monetize the medical platform on acceptable terms or at all, we may be required to continue dedicating financial and managerial resources to a non-core business, which could adversely affect our ability to execute our strategic focus.
Our operating results and financial condition may fluctuate significantly.
Our transition requires capital expenditures and operating expenses as we invest in research and development, manufacturing, and commercialization activities for our quantum products and AME Platform systems. Our operating results may fluctuate from quarter to quarter due to factors such as the degree of market acceptance of our products, long sales cycles, changes in the amount we spend to develop or acquire new technologies, and foreign currency exchange rate fluctuations. As a result, period-to-period comparisons of our operating results may not be meaningful, and our results may fall short of expectations.
If we fail to meet all applicable Nasdaq Capital Market requirements, Nasdaq could delist our Ordinary Shares, which could adversely affect the market liquidity of our Ordinary Shares and the market price of our Ordinary Shares could decrease.
Nasdaq monitors our ongoing compliance with its minimum listing requirements and if we fail to meet those requirements and cannot cure such failure in the prescribed period of time, our Ordinary Shares could be subject to delisting from the Nasdaq market. In the event that our Ordinary Shares are delisted from Nasdaq and are not eligible for quotation or listing on another market or exchange, trading of our Ordinary Shares could be conducted only in the over-the-counter market such as the OTC Pink or the OTCQB. In such event, it could become more difficult to dispose of, or obtain accurate price quotations for, our Ordinary Shares, and there would likely also be a reduction in our coverage by securities analysts and the news media, which could cause the price of our Ordinary Shares to decline further. Also, it may be difficult for us to raise additional capital if we are not listed on a major exchange.
On March 10, 2025, we received a written notice from the Nasdaq indicating that we are not in compliance with the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2), as our closing bid price for our Ordinary Shares was below $1.00 per share for the last 30 consecutive business days. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), we were initially granted a period of 180 calendar days to regain compliance with the minimum bid price requirement, or until September 8, 2025, to regain compliance with the minimum bid price requirement. On July 17, 2025, we received a written notice from Nasdaq indicating that Nasdaq has determined that for 10 consecutive business days, from July 2 through July 16, 2025, the closing bid price of our Ordinary Shares has been at least $1.00 per share or greater, and accordingly, we have regained compliance with Listing Rule 5550(a)(2). Although we have since cured this deficiency and have regained compliance with Nasdaq Listing Rule 5550(a)(2), there is a risk that we could be subject to additional notices of delisting for failure to comply with Nasdaq Listing Rule 5550(a)(2) or other Nasdaq Listing Rules.
14