EX-99.1 2 ea028869301ex99-1.htm AUDITED FINANCIAL STATEMENTS OF SCINAI BIOPHARMA SERVICES LTD. AS OF DECEMBER 31, 2025

Exhibit 99.1

 

Recipharm Israel Ltd.

 

Audited Financial Statements as of December 31, 2025

        

Contents

 

  Page
   
Auditor’s Report F-2
   
Statements of Financial Position F-3
   
Statements of Comprehensive Loss F-4
   
Statements of Changes in Deficit in Equity F-5
   
Statements of Cash Flows F-6
   
Notes to the Financial Statements F-7-F16

 

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F-1

 

 

Report of Certified Public Accounting Firm

 

To the board of directors and shareholder of Recipharm Israel Ltd.

 

Opinion on Financial Statements

 

We have audited the accompanying financial statements of Recipharm Israel Ltd. (the “Company”), which comprise the statements of financial position as of December 31, 2025, and 2024, and the related statements of comprehensive loss, changes in deficit in equity, and cash flows for each of the years then ended, and the related notes to the financial statements.

 

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024, and the results of its operations, changes in deficit in equity, and cash flows for each of the years then ended, in accordance with IFRS Accounting Standards. 

 

Basis for Opinion

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements relevant to our audits of the financial statements, and we have fulfilled our other ethical responsibilities in accordance with those requirements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

 

Note 1A to the financial statements indicates that the Company incurred a loss of NIS 9,395 thousand for the year ended December 31, 2025, had a working capital deficit of NIS 22,819 thousand, and a deficit in equity of NIS 51,382 thousand as of that date. These conditions, together with the Company’s dependence on continued financial support from its Parent Company RECIPHARM OT AB, raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period.

 

As described in Note 1A, management’s plans regarding these matters are based primarily on continued financial support from the Parent Company. The financial statements have been prepared on a going concern basis and do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.

 

Responsibilities of Management and Those Charged with Governance for the Financial Statements

 

Management is responsible for the preparation and fair presentation of these financial statements in accordance with IFRS Accounting Standards, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

 

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, evaluating whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern, and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

 

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

 

Auditor’s Responsibilities for the Audit of the Financial Statements

 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

 

In performing an audit in accordance with US GAAS, we exercise professional judgment and maintain professional skepticism throughout the audit. We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and perform procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. We also obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, evaluating the overall presentation of the financial statements, and concluding whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time.

 

Tel Aviv, Israel   /s/ Rotem Yaron
May 6, 2026   Certified Public Accountants

 

F-2

 

 

Recipharm Israel Ltd.  
   

Statements of Financial Position

 

      As of December 31 
      2025   2024 
   Note  Thousands of New
Israeli Shekels
 
            
Current Assets           
            
Cash      1,183    2,046 
Trade receivables  3   682    530 
Accounts receivable and other current assets      455    427 
              
       2,320    3,003 
Non-current assets             
              
Property and equipment  4   11,443    13,362 
Right of use assets  4   9,814    10,202 
              
       21,257    23,564 
              
       23,577    26,567 
Current liabilities             
              
Current maturities of lease liabilities  4   414    398 
Accounts payable      436    611 
Other payables and accrued expenses  5   1,170    1,166 
Loans from related parties  6   23,119    26,627 
              
       25,139    28,802 
Non-current liabilities             
              
Lease liabilities  4   9,967    10,154 
Loans from related parties  6   39,853    29,598 
              
       49,820    39,752 
              
Deficit in shareholders’ equity  7   (51,382)   (41,987)
              
       23,577    26,567 

 

The accompanying notes constitute an integral part of the financial statements

 

May 6, 2026    
Date of approval of the   Amir Reichman
Financial Statements   CEO and Director

 

F-3

 

 

Recipharm Israel Ltd.  

 

Statements of Comprehensive Loss

 

      For the year ended
December 31
 
      2025   2024 
   Note  Thousands of New
Israeli Shekels
 
            
Revenues      3,722    5,492 
Cost of sales  9a   9,529    9,407 
              
Gross loss      (5,807)   (3,915)
              
Selling and marketing expenses      88    77 
General and administrative expenses  9b   1,675    4,782 
Other income      (133)   - 
              
Operating loss      (7,437)   (8,774)
              
Finance income  9c   1,346    2,311 
Finance expenses  9c   (3,304)   (3,413)
              
Total comprehensive loss      (9,395)   (9,876)

 

The accompanying notes constitute an integral part of the financial statements

 

F-4

 

 

Recipharm Israel Ltd.  

 

Statements of Changes in Deficit in Equity

 

   Share
capital
   Accumulated
deficit
   Total 
   Thousands of New Israeli Shekels 
             
Balance as of January 1, 2024   (*-    (32,111)   (32,111)
                
Total comprehensive loss   -    (9,876)   (9,876)
                
Balance as of December 31, 2024   (*-    (41,987)   (41,987)
                
Total comprehensive loss   -    (9,395)   (9,395)
                
Balance as of December 31, 2025   (*-    (51,382)   (51,382)

 

(*) Represents an amount less than NIS 1 thousand

 

The accompanying notes constitute an integral part of the financial statements

 

F-5

 

 

Recipharm Israel Ltd.  

 

Statements of Cash Flows

 

   For the year ended
December 31
 
   2025   2024 
   Thousands of New
Israeli Shekels
 
Cash flows from operating activities        
         
Loss for the year   (9,395)   (9,876)
           
Adjustments to reconcile loss to net cash used in operating activities:          
           
Adjustments to profit or loss items:          
Depreciation and amortization   2,545    2,635 
Finance expenses, excluding exchange differences   3,304    3,413 
    5,849    6,048 
Changes in assets and liabilities:          
           
Decrease (increase) in trade receivables   (152)   600 
Decrease (increase) in accounts receivable and current assets   (28)   135 
Increase (decrease) in accounts payable   (175)   190 
Increase (decrease) in other payables and accrued expenses   4    62 
    (351)   987 
           
Net cash used in operating activities   (3,897)   (2,841)
           
Cash flows from investing activities          
           
Purchase of property and equipment   (7)   (131)
           
Net cash used in investing activities   (7)   (131)
           
Cash flows from financing activities          
           
Repayment of lease liabilities   (803)   (993)
Receipt of loans from related parties   3,844    4,609 
           
Net cash provided by financing activities   3,041    3,616 
           
Increase (decrease) in cash and cash equivalents   (863)   644 
           
Cash and cash equivalents at the beginning of the year   2,046    1,402 
           
Cash and cash equivalents at the end of the year   1,183    2,046 
           
Material non-cash transactions          
           
Accrued interest on related-party loans not yet paid   1,297    1,402 

 

F-6

 

 

Recipharm Israel Ltd.  
  Notes to the Financial Statements
   

 

Note 1 General

 

  A. Recipharm Israel Ltd. (the “Company”) was incorporated in Israel on May 11, 2015 by RECIPHARM OT AB (the “Parent Company”). The Company provides support for research and development through chemical and analytical services. On June 3, 2016, the Company changed its name to Recipharm Israel Ltd.
     
    The Company incurred a loss of NIS 9,395 thousand for the year ended December 31, 2025 (2024: NIS 9,876 thousand) and had a deficit in equity of NIS 51,382 thousand as of December 31, 2025 (2024: NIS 41,987 thousand). The deficit and the Company’s ongoing financing needs are funded primarily by loans from the Parent Company, which amounted to NIS 62,972 thousand as of December 31, 2025 (2024: NIS 56,225 thousand). As of December 31, 2025, the Company had a working capital deficit of NIS 22,819 thousand (2024: NIS 25,799 thousand). The Company’s continued operation depends on the Parent Company’s ongoing financial support. These events and conditions indicate that a material uncertainty exists that may cast significant doubt on the Company’s ability to continue as a going concern. The financial statements have been prepared on a going concern basis, based on management’s expectation of continued financial support from the Parent Company.

 

  B. Definitions

 

In these financial statements

 

  The Company - Recipharm Israel Ltd. (formerly OnTarget Chemistry Israel Ltd.)
       
  Shareholders - RECIPHARM OT AB, which holds 85% of the Company and is a wholly owned subsidiary of RECIPHARM AB
       
    - Katzelsky Silvia holding 7.5%
    - ANEEVA LTD, holding 7.5%
       
  Related parties - as defined in International Accounting Standard 24

 

F-7

 

 

Recipharm Israel Ltd.  
  Notes to the Financial Statements
   

 

Note 2 Summary of significant accounting policies

 

The significant accounting policies described below have been applied consistently in the financial statements for all periods presented, except where otherwise indicated.

 

  A. Basis of presentation of the financial statements

 

The financial statements have been prepared in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IASB).

 

  B. Functional currency, presentation currency and foreign currency

 

  1 Functional currency and presentation currency

 

The Company’s functional currency and the presentation currency of the financial statements are NIS.

 

The functional currency is the currency that most accurately reflects the economic environment in which the Company operates and conducts its transactions, and in which its financial position and results of operations are measured.

 

  2 Transactions, assets, and liabilities in foreign currency

 

Transactions denominated in a foreign currency (a currency different from the functional currency) are recorded at the exchange rate prevailing on the transaction date upon initial recognition. After initial recognition, financial assets and liabilities denominated in foreign currency are translated at each reporting date into the functional currency using the exchange rate at that date. Exchange differences are recognized in the statement of profit or loss. Non-financial assets and liabilities denominated in foreign currency, presented at cost, are translated using the exchange rate at the transaction date. Non-monetary assets and liabilities denominated in foreign currency and presented at fair value are translated into the functional currency at the exchange rate prevailing on the date the fair value was determined.

 

  C. Cash and cash equivalents

 

Cash and cash equivalents are defined by the Company as cash and highly liquid short-term deposits with banking corporations that are not restricted or pledged, with original maturity of up to three months from the date of investment.

 

  D. Provision for doubtful debts

 

The provision for doubtful debts is specifically determined with respect to debts that, based on the Company’s management’s estimate, are considered doubtful of collection. Customer balances for which an impairment loss has occurred are written off when it is determined that such balances are uncollectible.

 

  E. Revenue recognition

 

Revenue is recognized in accordance with IFRS 15 when control of the promised services is transferred to the customer in an amount that reflects the consideration to which the Company expects to be entitled. For service arrangements, revenue is recognized over time when the customer simultaneously receives and consumes the service benefits. Progress is measured based on actual hours incurred relative to total estimated hours when that input method faithfully depicts performance.

 

F-8

 

 

Recipharm Israel Ltd.  
  Notes to the Financial Statements
   

 

Note 2 Summary of significant accounting policies (continued)

 

Revenue from rendering services

 

When the outcome of a service arrangement cannot be measured reliably, revenue is recognized only to the extent of recoverable costs incurred. The Company discloses significant judgments, performance obligations, contract assets and contract liabilities when material.

 

  F. Property and equipment

 

Property and equipment are presented at cost plus directly attributable acquisition costs, less accumulated depreciation and impairment losses, and excluding ongoing maintenance expenses. Cost includes spare parts and auxiliary equipment that are usable solely in relation to machinery and equipment.

 

Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, as follows:

 

    %  
       
Machinery and equipment   7  
Furniture and office equipment   7  
Computers and peripheral equipment   33  

Leasehold improvements

  See below  

 

Leasehold improvements are depreciated on a straight-line basis over the lease term (including any extension option period that the Company is reasonably certain to exercise) or over the assets’ useful life, whichever is shorter. For impairment of property and equipment, see Section G below.

 

  G. Impairment of non-financial assets

 

The Company evaluates the need for impairment of non-financial assets when indicators arising from events or changes in circumstances suggest that the carrying amount presented in the financial statements may not be recoverable.

 

When the carrying amount of non-financial assets exceeds their recoverable amount, the assets are written down to their recoverable amount. The recoverable amount is the higher of fair value less costs of disposal and value in use. In estimating value in use, the estimated future cash flows are discounted at a pre-tax discount rate that reflects the risks specific to the asset. For an asset that does not generate independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. Impairment losses are recognized in profit or loss.

 

  H. Share-based payment transactions

 

Employee benefit expenses may include costs related to share-based incentive plans of the Recipharm group (the “plans”). Since 2014, Recipharm has annually invited employees to participate in various share-based incentive plans under which employees use their own funds to purchase shares at market price. Each of the aforementioned share-based incentive plans has a three-year term, and participants are granted one savings share for every share they purchase. Senior executives also receive performance shares based on actual performance relative to forecasts.

 

F-9

 

 

Recipharm Israel Ltd.  
  Notes to the Financial Statements
   

 

Note 2 Summary of significant accounting policies (continued)

 

Transactions settled in equity instruments

 

The grant-date fair value of equity-settled awards is allocated over the vesting period and recognized as an employee benefits expense against equity. The fair value of the share is the market price at the grant date, adjusted for the value net of future dividends on shares not payable to employees. In each reporting period, the Company assesses its estimate of the number of shares expected to vest in accordance with vesting conditions unrelated to market performance. In the event of a change in original estimates, the Company recognizes the change in profit or loss and makes the necessary adjustment to equity. Additionally, the Company records provisions for expected payments to National Insurance. Such provisions are charged to profit or loss over the vesting period. Provisions are reviewed on an ongoing basis to confirm their alignment with the fair value of the shares as of the reporting date.

 

No share-based payment expense was recognized in profit or loss.

 

  I. Employee benefits

 

Post-employment benefits

 

The plans are generally funded by contributions to insurance companies and are classified as both defined contribution and defined benefit plans.

 

The Company has defined contribution plans in accordance with Section 14 of the Severance Pay Law, under which the Company makes regular contributions without having a legal or constructive obligation to make additional payments even if the fund accumulations are insufficient to cover all benefits payable to the employee in respect of service rendered during the current and prior periods.

 

Contributions to a defined contribution plan for severance or for benefits are recognized as an expense at the time of contribution to the plan, concurrently with the receipt of the employee’s labor services.

 

  J. Use of estimates in the preparation of the financial statements

 

In preparing the financial statements in accordance with IFRS Accounting Standards, management is required to use estimates, assumptions and judgments that affect the application of accounting policies and the reported amounts of assets, liabilities, revenues, and expenses. Actual results may differ from these estimates. The estimates and assumptions underlying them are subject to continuous review. Changes in accounting estimates are recognized in the period in which they occur.

 

  K. Leases

 

  1 The Company as lessee

 

For transactions in which the Company acts as lessee, it recognizes, at the lease commencement date, a right-of-use asset together with a lease liability, except for leases with a lease term of 12 months or less and leases where the underlying asset is of low value, for which the Company has elected to recognize the lease payments as an expense in profit or loss on a straight-line basis over the lease term. In measuring the lease liability, the Company elected to apply the practical expedient permitted by the standard and did not separate lease components from non-lease components, such as management services, maintenance services and other services included in the same transaction.

 

In transactions where an employee is entitled to a vehicle from the Company as part of the terms of employment, the Company treats these transactions as employee benefits in accordance with IAS 19, and not as sublease transactions.

 

F-10

 

 

Recipharm Israel Ltd.  
  Notes to the Financial Statements
   

 

Note 2 Summary of significant accounting policies (continued)

 

At the commencement date, the lease liability includes all lease payments not yet paid, discounted at the interest rate implicit in the lease if readily determinable, or otherwise at the Company’s incremental borrowing rate. After the commencement date, the Company measures the lease liability using the effective interest rate method.

 

The right-of-use asset at the commencement date is recognized at the amount of the lease liability, plus lease payments made at or before the commencement date and including any transaction costs incurred. The right-of-use asset is measured using the cost model and depreciated over its useful life or the lease term, whichever is shorter.

 

The following table presents the depreciation period for the relevant right-of-use asset category.

 

  Number of
years
   
Land and buildings 10

 

When indicators of impairment exist, the Company assesses the impairment of the right-of-use asset in accordance with IAS 36.

 

  2 Lease payments linked to the index

 

At the commencement date, the Company applies the index rate prevailing at that date to calculate future lease payments.

 

In transactions where the Company is the lessee, changes in the amount of future lease payments arising from a change in the index are remeasured (using the same discount rate applied to the lease liability) and adjusted against the balance of the right-of-use asset and recognized as a corresponding adjustment to the lease liability balance, only when such changes in cash flows result from a change in the index that is, at the date when the indexation of lease payments takes effect.

 

  3 Extension and termination options

 

The non-cancellable lease term also includes periods covered by an option to extend the lease when it is reasonably certain that the extension option will be exercised, as well as periods covered by an option to terminate the lease when it is reasonably certain that the termination option will not be exercised.

 

In the event of a change in the estimate regarding the exercise of an extension option or the non-exercise of a termination option, the Company remeasures the lease liability balance in accordance with the updated lease term, using the discount rate at the date of the change in estimate, with the total adjustment recognized against the right-of-use asset balance until fully written off, and thereafter recognized in profit or loss.

 

  4 Lease modifications

 

When a modification to the lease terms does not reduce the scope of the lease and is not accounted for as a separate lease transaction, the Company remeasures the lease liability balance in accordance with the amended lease terms, applying the updated discount rate at the date of the modification, and recognizes the total change in the lease liability balance in the right-of-use asset balance.

 

F-11

 

 

Recipharm Israel Ltd.  
  Notes to the Financial Statements
   

 

Note 2 Summary of significant accounting policies (continued)

 

When an amendment to the lease terms results in a reduction in the lease scope, the Company recognizes a gain or loss arising from the partial or full derecognition of the right-of-use asset and the lease liability. Subsequently, the Company remeasures the lease liability in accordance with the amended lease terms, based on the updated discount rate as of the modification date, and adjusts the total change in the lease liability against the right-of-use asset.

 

Note 3 Trade receivables

 

   December 31 
   2025   2024 
   Thousands of New Israeli
Shekels
 
         
Trade receivables - open balances   949    730 
Revenue receivable   -    67 
Provision for doubtful debts   (267)   (267)
           
Trade receivables, net   682    530 

 

Note 4 Leases and property and equipment

 

The Company has lease agreements, including leases for land and buildings used in its regular operations. On August 11, 2020, the Company entered into a lease agreement with P.L.A.R Asset Management Ltd. and R. Matri Law Firm for a period of 12 years.

 

Total interest expense on lease liabilities for 2025 and 2024 was NIS 401 thousand and NIS 418 thousand, respectively.

 

Disclosures regarding right-of-use assets

 

   Land and
buildings
 
   Thousands of
New Israeli
Shekels
 
Cost    
Balance as of January 1, 2025   12,221 
      
Additions during the year     
Adjustments for linkage to the Consumer Price Index   231 
      
Balance as of December 31, 2025   12,452 
      
Accumulated depreciation     
Balance as of January 1, 2025   2,019 
      
Additions during the year     
Depreciation and amortization   619 
      
Balance as of December 31, 2025   2,638 
      
Net book value as of December 31, 2025   9,814 

 

F-12

 

 

Recipharm Israel Ltd.  
  Notes to the Financial Statements
   

 

Note 4 Leases and property and equipment (continued)

 

  2025

 

   Furniture
and office
equipment
   Improvements
to Leased
Assets
   Computers
and
Peripheral
Equipment
   Machinery
and
Equipment
   Total 
Cost                    
Balance as of January 1, 2025   401    14,512    524    5,394    20,831 
                          
Additions during the year - purchases   -    -    -    7    7 
                          
Balance as of December 31, 2025   401    14,512    524    5,401    20,838 
                          
Accumulated depreciation                         
Balance as of January 1, 2025                         
    174    3,023    474    3,798    7,469 
Additions during the year - depreciation   31    1,431    29    435    1,926 
                          
Balance as of December 31, 2025   205    4,454    503    4,233    9,395 
                          
Net book value as of December 31, 2025   196    10,058    21    1,168    11,443 

 

  2024

 

   Furniture
and office
equipment
   Improvements
to Leased
Assets
   Computers
and
Peripheral
Equipment
   Machinery
and
Equipment
   Total 
Cost                    
Balance as of January 1, 2024   401    14,512    437    5,350    20,700 
                          
Additions during the year - purchases   -    -    87    44    131 
                          
Balance as of December 31, 2024   401    14,512    524    5,394    20,831 
                          
Accumulated depreciation                         
Balance as of January 1, 2024                         
    144    1,592    405    3,288    5,429 
Additions during the year - depreciation   30    1,431    69    510    2,040 
                          
Balance as of December 31, 2024   174    3,023    474    3,798    7,469 
                          
Net book value as of December 31, 2024   227    11,489    50    1,596    13,362 

 

F-13

 

 

Recipharm Israel Ltd.  
  Notes to the Financial Statements
   

 

Note 5 Other payables and accrued expenses

 

   December 31 
   2025   2024 
   Thousands of New Israeli
Shekels
 
         
Employees and institutions - salaries payable   488    400 
Provision for vacation and recuperation   496    405 
Accrued expenses   106    97 
Others   80    264 
           
    1,170    1,166 

 

Note 6 Related parties – Parent Company

 

Current liabilities

 

   December 31 
   2025   2024 
   Thousands of New Israeli
Shekels
 
         
Recipharm OT Chemistry AB – loans and interest payable   23,119    26,627 
           
    23,119    26,627 

 

  (1) The balance of loans received from the Parent Company, denominated in euros, includes loans bearing interest at 3.88%. The balance of such loans as of December 31, 2025, and 2024 amounted to approximately NIS 17,563 thousand and NIS 22,311 thousand, respectively, and the related interest payable amounted to approximately NIS 5,556 thousand and NIS 4,316 thousand, respectively.

 

Non-current liabilities

 

   December 31 
   2025   2024 
   Thousands of New Israeli
Shekels
 
         
Recipharm OT Chemistry AB - Loans denominated in euro, including payable interest (1)   37,342    27,087 
Recipharm OT Chemistry AB - Loans denominated in U.S. dollars (2)   2,511    2,511 
           
    39,853    29,598 

 

  (1) The balance of loans received from the Parent Company in euros includes interest-free loans with no maturity date; as of December 31, 2025 and 2024, the balances were approximately NIS 8,913 thousand and NIS 8,913 thousand, respectively. No remeasurement adjustment was recorded in respect of these loans. In addition, the balance includes loans bearing interest at six-month EURIBOR plus 4.97%, with balances as of December 31, 2025 and 2024 of approximately NIS 28,199 thousand and NIS 18,001 thousand, respectively, and interest payable of approximately NIS 230 thousand and NIS 173 thousand, respectively.

 

  (2) The balance of loans received from the Parent Company in U.S. dollars, which do not bear interest and have no due date, amounted to approximately NIS 2,511 thousand as of December 31, 2025 and NIS 2,511 thousand as of December 31, 2024. No remeasurement adjustment was recorded in respect of these loans.

 

F-14

 

 

Recipharm Israel Ltd.  
  Notes to the Financial Statements
   

 

Note 7 Equity

 

    December 31,
2025 and 2024
    Registered   Issued and
outstanding
    Number of shares
         
Ordinary shares of NIS 0.25 par value each   100,000   100,000

 

Note 8 Income taxes

 

  A. Tax rates applicable to the Company

 

The corporate tax rate in Israel for 2025 and 2024 is 23%.

 

  B. Tax assessments

 

The Company has tax assessments considered final through and including the 2020 tax year.

 

  C. Deferred taxes

 

Deferred tax assets have not been recognized in respect of business losses carried forward because it is not probable that sufficient taxable profits will be available against which those losses can be utilized in the foreseeable future.

 

Note 9 Additional details on profit or loss items

 

  A. Cost of sales

 

   For the year ended
December 31
 
   2025   2024 
   Thousands of New Israeli
Shekels
 
         
Salaries and related expenses   5,138    4,516 
Depreciation and amortization   2,137    2,215 
Chemicals and consumables   862    1,408 
Electricity expenses   158    184 
Maintenance and municipal taxes   1,088    940 
Other   146    144 
           
    9,529    9,407 

 

F-15

 

 

Recipharm Israel Ltd.  
  Notes to the Financial Statements
   

 

Note 9 Additional details on profit or loss items (continued)

 

  B. General and administrative expenses

 

   For the year ended
December 31
 
   2025   2024 
   Thousands of New Israeli
Shekels
 
         
Salaries and related expenses   1,274    1,967 
Professional consulting   276    251 
Depreciation   528    553 
Travel and vehicles   122    135 
Outsourced work – related parties, net   (799)   1,680 
Maintenance   64    82 
Other   210    114 
           
    1,675    4,782 

 

  C. Finance income (expenses), net

 

   For the year ended
December 31
 
   2025   2024 
   Thousands of New Israeli
Shekels
 
         
Exchange differences   1,346    2,311 
Interest on loans from the Parent Company   (2,903)   (2,995)
Interest on lease liabilities   (401)   (418)
           
    (1,958)   (1,102)
           
Finance income (expenses), net   (1,958)   (1,102)

 

Note 10 Subsequent events

 

On February 16, 2026, Scinai Immunotherapeutics Ltd. (“Scinai”) entered into a Share Purchase Agreement with Recipharm AB (the “Parent”), pursuant to which Scinai acquired all of the issued and outstanding shares of the Company for nominal consideration of EUR 1.

 

In addition, Scinai acquired from the Parent all rights, title and interest in a shareholder loan granted by the Parent to the Company, with an outstanding principal amount of approximately EUR 12.3 million and accrued interest of approximately EUR 1.6 million, for nominal consideration of EUR 1.

 

In connection with the transaction, and prior to its closing, the Parent committed to make a capital injection into the Company in an amount sufficient to ensure that, as of the closing date, the Company held cash of approximately EUR 2 million, in addition to funding certain pre-closing expenses.

 

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F-16