NASDAQ: NXTS

On February 25, 2025
we entered into a Securities Purchase and Exchange Agreement (the “MitoCareX Agreement”), as
amended on May 18, 2025 and July 23, 2025, with MitoCareX, SciSparc Ltd., a public company incorporated under the laws of the State
of Israel (“SciSparc”), Dr. Alon Silberman (“Alon”) and Prof. Ciro Leonardo Pierri (“Ciro”, together
with SciSparc and Alon, the “Sellers”), which Agreement contemplated the Company’s acquisition from each of the Sellers
their respective ordinary shares, nominal (par) value NIS 0.01 each, of MitoCareX (the “Ordinary Shares”), thereby resulting
in MitoCareX becoming our wholly-owned subsidiary(the “Acquisition”). On September 25, 2025, our stockholders convened
a special meeting and approved, among other proposals, the Acquisition, including the issuance of such number of our common stock as
consideration for the exchange of the Ordinary Shares, thereby satisfying a closing condition in the Agreement. On October 20, 2025,
upon the satisfaction of the remaining closing conditions in the Agreement, the Acquisition closed. At the closing, each of the Sellers
transferred their Ordinary Shares to us, thereby resulting in us holding 100% of the fully-diluted share capital of MitoCareX.

We
are focused on sustainable operations in various industries such as solar projects, and oncology biotechnology. Our activities are advancing innovative
oncology solutions through MitoCareX to improve cancer treatment outcomes.

3

We
operate through our wholly-owned Israeli subsidiary and one joint venture:

MitoCareX
Bio Ltd. – MitoCareX is a drug discovery company dedicated to the development of therapeutics related to cancer and inflammatory
metabolic diseases by targeting the mitochondrial carrier family (SLC25A protein family) with a specific focus on one undisclosed SLC25A
protein of interest. The company’s core technology and know-how relate to structural biology combined with computational chemistry
– a knowledge that can be utilized for potentially each of the 53 protein members belonging to the SLC25A family (i.e., a platform-based
drug discovery company). MitoCareX’s current focus is on Non-Small Cell Lung Cancer (NSCLC) and pancreatic cancer while in parallel
assessing the efficacy of its developed compounds on inflammatory metabolic diseases. MitoCareX’s mission is to be the foremost
biopharma company that develops and delivers transformative metabolic-based therapies that improve and extend the lives of patients.

Solterra
Renewable Energy Ltd. – Solterra Renewable Energy Ltd., an Israeli corporation (“Solterra”), operates in
the solar energy sector and presents certain investment opportunities in solar photovoltaic (“PV”) projects. Solterra
is a wholly-owned subsidiary of Solterra Energy Ltd., an Israeli corporation (“Solterra Energy”). Solterra engages in
the development of renewable energy projects through its subsidiaries. Currently, operations are conducted in Italy, Poland, and
Germany, with potential expansion to additional countries in the future. Solterra’s business strategy primarily involves selling
renewable energy projects to third parties at various stages of development, from the initial land identification and project advancement
through construction, operation, or sale to a third party. Currently, most projects are expected to be sold at various development
stages, with the possibility of a larger portion of projects being held long-term for operation by Solterra in the future. On February 24, 2025, we entered into a shareholders agreement with Solterra
Brand Services Italy SRL (“SB”) and SB Impact 4 LTD (which on April 14, 2025 changed its name to SB Storage 1 S.R.L), a wholly
owned subsidiary of SB (“SBI4”) pursuant to which we purchased 70% of SBI4 shares. We intend
to continue to collaborate with Solterra as Solterra surveys the European solar energy market for additional projects.

Additionally,
we currently own approximately 8.3% of Plantify Foods Inc. (“Plantify”), a Canadian-based public company listed on the TSX
Canadian exchange that was previously engaged in the food tech industry primarily through its Israeli subsidiary, Peas of Bean Ltd. (“Peas
of Bean”), which was involved in the production and distribution of clean label food. Peas of Bean’s factory and business
operations, located in Kibbutz Gonen in the Golan Heights, was severely impacted by the ongoing war in Israel, and as a result Peas of
Bean is in the process of voluntary insolvency proceedings. Currently, Plantify has no business activity and minimal liquidity.

Previously, we operated through our former majority-owned Israeli subsidiary:

Save
Foods Ltd. – Save Foods develops and markets eco-friendly “green” solutions for the food industry. Our solutions
aim to improve the food safety and shelf life of fresh produce. We do this by controlling human and plant pathogens, thereby reducing
spoilage, and in turn, reducing food loss. We focus on post-harvest treatments in fruit and vegetables to control and prevent pathogen
contamination, significantly reduce the use of hazardous chemicals and prolong fresh produce’s shelf life. The solutions are based
on our proprietary blend of food acids combined with certain types of oxidizing agent-based sanitizers and in some cases with fungicides
at low concentrations. Our products have a synergistic effect when combined with these oxidizing agent-based sanitizers and fungicides.
Our “green” solutions are capable of cleaning, sanitizing and controlling pathogens on fresh produce with the goal of making
them safer for human consumption and extending their shelf life by reducing their decay. One of the main advantages of our products is
that our ingredients do not leave any toxicological residues on the fresh produce we treat. By forming a temporary protective shield
around the fresh produce we treat, our solutions make it difficult for pathogens to develop and potentially provide protection which
also reduces cross-contamination.

On January 13, 2026, we entered into the SF Agreement with Voice Assist, and, for certain limited purposes
set forth therein, Save Foods. On March 15, 2026, we closed the transactions contemplated by the SF Agreement. At the Closing, we transferred
to Voice Assist all of the ordinary shares of Save Foods owned by us, representing approximately 98% of the issued and outstanding ordinary
share capital of Save Foods.

MitoCareX
Bio Ltd.

Industry
Overview and Market Opportunity

Background

MitoCareX is a drug discovery company dedicated to the development of therapeutics related to cancer and inflammatory metabolic diseases by
targeting the mitochondrial carrier family (SLC25A protein family) with a specific focus on one undisclosed SLC25A protein of interest.
The company’s core technology and know-how relate to structural biology combined with computational chemistry – a knowledge
that can be utilized for potentially each of the 53 protein members belonging to the SLC25A family (i.e., a platform-based drug discovery
company). MitoCareX’s current focus is on Non-Small Cell Lung Cancer (NSCLC), pancreatic cancer as well as inflammatory metabolic
diseases including diseases related to the metabolic syndrome. MitoCareX’s mission is to be the foremost biopharma company that
develops and delivers transformative metabolic-based therapies that improve and extend the lives of patients.

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Mitochondria
are key metabolic hubs regulating many processes in health and disease (PMID 32455902). As the biggest subgroup of the Solute Ligand
Carrier (SLC) superfamily in humans, the SLC25A proteins mediate the transport of a wide array of substrates including nucleotides,
amino acids, carboxylic acids, and inorganic ions across the inner mitochondrial membrane, directly supporting oxidative phosphorylation,
lipid metabolism, and apoptosis regulation. Comprising of 53 protein members, these carriers are critical for cellular energy metabolism,
redox balance, and biosynthetic processes. Dysregulation or mutation in SLC25A genes is increasingly recognized as a key contributor
to metabolic disorders, neurodegeneration, and cancer. Despite their great importance, SLCs have been difficult to access for drug discovery
purposes due to a limited number of research tools, assays, and probes. To meet this challenge, the Innovative Medicines Initiative consortium,
ReSOLUTE, was launched in 2018 by several big pharma companies, among others, to develop tools and de-orphanize some of the SLC transporters
which are understudied with more than ~ 30% being orphan (PMID 32265506). The latter reflects the urge as well as the enormous potential
in finding novel drug targets among the SLCs for exploiting the discovery of new necessary therapeutics for clinically hard to treat
diseases.

Despite
being directly linked with a variety of indications including cancer and inflammation, there are still no FDA approved drugs targeting
directly a member protein belonging to the SLC25A family. One way to progress drug discovery related to the mitochondria SLC25A proteins
would be to generate reliable computerized 3D molecular models of the SLC25A protein of interest and virtually screen a very high number
of molecules against it, as a first step. However, a major limitation for generating 3D molecular models of the SLC25A protein family
is the very limited amount of solved 3D protein structures that are crucial to use for proper and reliable modelling. In addition, the
SLC25A proteins have different functional conformations that are challenging to be reliably predicted with current Artificial Intelligence
(AI)-based systems, without ad-hoc guidance. These limitations have pushed MitoCareX to develop MITOLINE™ – a novel proprietary
algorithm which outputs can be used for the generation of reliable 3D models for potentially all the 53 human mitochondrial proteins.

Mitochondrial
carriers are directly linked to diverse types of malignancies (PMID 32783608) including lung cancer – the 2nd worldwide cancer
in the world. Notwithstanding the emerging treatment strategies of recent years, lung cancer remains the leading cause of cancer death
worldwide, with an estimated 1.8 million deaths every year. Two obstacles interfere with curative therapy of lung cancer: poor diagnosis
at the early stages, and emerging drug resistance after treatment (PMID 37240224). To address the latter, a combinational therapy is
needed for improved survival outcomes after chemotherapy and Epidermal Growth Factor Receptor Tyrosine Kinase (EGFR) therapy in lung
cancer. Non-Small Cell Lung Cancer (NSCLC), the most common form of lung cancer, is the leading cause of cancer-related mortality accounting
for 80-85% of the lung cancer cases with a 5-year survival rate of less than 25%. (PMID 37240224). NSCLC is any type of epithelial lung
cancer other than small cell lung cancer (SCLC). The most common types of NSCLC are squamous cell carcinoma, large cell carcinoma, and
adenocarcinoma, but there are several other types that occur less frequently, and all types can occur in unusual histological variants.
Although NSCLCs are associated with cigarette smoke, adenocarcinomas may be found in patients who never smoked. The treatment landscape
for NSCLC is changing quickly, as therapies initially approved for later lines are increasingly being granted approval for use in the
first-line setting. While this shift enhances initial patient outcomes, it also reduces the number of effective options available once
the disease progresses, highlighting a pressing need for new treatments in subsequent lines of therapy.

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The
MitoCareX target protein is associated with worse overall survival in lung Adenocarcinoma including in lung Adenocarcinoma with mutated
EGFR. Therefore for targeting NSCLC, MitoCareX aims to demonstrate that the inhibition of this protein with its drug candidate could
overcome drug resistance of EGFR therapies and possibly of chemotherapy by sensitizing lung adenocarcinoma cells to therapies. Furthermore,
to the knowledge of MitoCareX - current published inhibitors targeting MitoCareX target protein fail to demonstrate necessary drug like
properties and hence could not be progressed towards clinical trials. Based on the above, MitoCareX decided to direct its efforts towards
finding promising chemical scaffolds that can efficiently target its protein of interest and influence the disease progression of NSCLC
patients.

The
Global Market

1.
Mitochondria-related
therapies – Mitochondria-based small molecule therapies aim to restore, enhance, or modulate mitochondrial functions to
treat diseases where mitochondrial dysfunction plays a central role. The global market for mitochondria-based therapies is poised
for significant growth due to the rising prevalence of mitochondrial and metabolic disease, emergence of biomarkers and non-invasive
diagnostic tools, as well as advanced computational tools. This target was valued at approximately USD 400.5 million in 2023,
projected to reach USD 779.4 million by 2032, with a CAGR of ~7.7% (www.growthplusreports.com).

2.
3D
Protein Structure Analysis – the primary goal of 3D protein structure analysis is to determine the spatial configuration
of proteins at atomic or near-atomic resolution. This structural insight may be critical for: deciphering biological functions and
mechanism of diseases, designing targeted drugs and therapies, and developing precision medicine applications. 3D structural data
enables structure-based drug design (SBDD), improving the efficiency of pharmaceutical R&D by identifying binding pockets, predicting
protein–ligand interactions, and guiding lead optimization. In addition, there is a growing demand for accurate structural
models for applications such as antibody design and enzyme engineering. The market is experiencing strong growth due to expanding
drug discovery pipelines, integration of AI-based protein prediction tools, and advances in imaging and computational technologies.
Protein structure analysis market: USD 1.26 billion in 2023, expected to grow to USD 2.5 billion by 2030
with a CAGR of ~10% (ww.verifiedmarketreports.com).

3.
Lung
cancer – The rising incidence of lung cancer worldwide is a key factor driving the market. According to the Lung Cancer
Research Foundation, an estimated 238,340 individuals in the U.S. were diagnosed with lung cancer in 2023. Over a lifetime, 1 in
16 people develop the disease, affecting 1 in 16 men and 1 in 17 women. Increasing smoking rates in certain regions, along with environmental
factors such as air pollution and occupational hazards, have contributed to this trend. MitoCareX target gene is associated with
worse overall survival in lung adenocarcinoma, which is a subtype of NSCLC and develops from the epithelial cells in the lungs. Lung
adenocarcinoma treatments include chemotherapy, targeted small molecules, and immunotherapy. According to market research by Grand
View Research (www.grandviewresearch.com), the global lung adenocarcinoma treatment market size was estimated at USD 6.08 billion
in 2024 and is projected to grow at a CAGR of 10.7% from 2025 to 2030. The market is driven by several factors, such as the rising
number of lung cancer cases, advancements in targeted therapies and immunotherapies, increased awareness and screening efforts, and
more investment in research and development. Furthermore, the treatment landscape for NSCLC is undergoing a remarkable transformation,
driven by the success of therapies initially approved for later line use that are now earning label expansions into the first line
setting. This shift is most notably seen among those with EGFR or ALK mutations, as well as patients without actionable driver mutations
through the use of immune checkpoint inhibitors (ICIs).However, this front-line success brings new challenges: as more patients benefit
from targeted treatments earlier in their disease course, the options available upon progression become increasingly limited, particularly
in the second-line setting. This unmet need is especially pronounced in patient subgroups where sequential use of drugs within the
same class (such as EGFR inhibitors or chemotherapy), may not be successful. Rewardingly, this dynamic presents a compelling opportunity
for innovative therapies that can address the growing demand for effective later-line treatments and reshape the ongoing efforts
in NSCLC.

6

4.

Pancreatic
Cancer – Pancreatic cancer is a relatively infrequent but highly lethal malignancy,
with an estimated 511,000 new cases worldwide in 2022 and projections of roughly 565,000
new diagnoses globally in 2025 as incidence continues to rise with population aging. It represents
about 4-5% of all cancer cases and a similar proportion of cancer deaths, reflecting its
persistently poor prognosis. Standard management is stage-dependent and typically includes
surgical resection when feasible, combined with systemic chemotherapy and, in selected settings,
radiation therapy. For advanced or metastatic pancreatic ductal adenocarcinoma, first-line
systemic standards of care remain FOLFIRINOX and gemcitabine plus nab-paclitaxel, which demonstrated
survival benefits over gemcitabine monotherapy and continue as chemotherapy backbones. Targeted
and immune therapies are increasingly used in biomarker-defined subsets (for example, MSI-H/dMMR,
BRCA1/2 and other DNA damage repair alterations) and are a major focus of late-stage clinical
development.

The
global pancreatic cancer treatment market is currently estimated at around USD 3.8 billion in 2025 and is forecast to grow to approximately
USD 14.4 billion by 2034, implying a compound annual growth rate (CAGR) of about 16% over 2026-2034 (Fortune Business Insights, Pancreatic
Cancer Treatment Market Size, Share & Growth, 2024–2034). Other analyses of therapeutics and diagnostics combined report
high single- to mid-teens growth (CAGR ~712%) through 2030-2031, underscoring strong expansion from a relatively small base. Key
growth drivers include increasing incidence in aging populations, broader use of combination chemotherapy, and the anticipated uptake
of novel targeted and immuno-oncology agents, while the overall prognosis remains poor and underscores substantial unmet medical
need.

5.

Inflammatory
diseases - Inflammatory and inflammatory metabolic diseases represent one of the
fastest-growing therapeutic areas in global pharma, with the global anti-inflammatory drugs
market projected to increase from about USD 122-124 billion in 2024 to roughly USD 275 billion
by 2034, corresponding to an estimated compound annual growth rate (CAGR) of approximately
8-8.5% (Towards Healthcare, “Anti-Inflammatory Drugs Market to Attain $274.79 Bn by
2034). Within this landscape, small-molecule immunomodulators are a major growth segment:
one recent forecast estimates the small-molecule immunomodulators market at about USD 187.7
billion in 2025, projected to exceed USD 350 billion by 2035, implying a CAGR of just over
6.5% from 2026 to 2035 and highlighting strong and sustained demand for oral, targeted immunomodulatory
therapies (Small Molecule Immunomodulators Market – Global Size, Growth Analysis &
Forecast 2025–2035).

Metabolic
disorder therapeutics, which include key inflammatory metabolic conditions such as diabetes, obesity, and related syndromes, are
likewise expanding. The global metabolic disorder therapeutics market was estimated at approximately USD 77.2 billion in 2024 and
is expected to reach about USD 120.7 billion by 2030, reflecting a CAGR of around 7.8% between 2025 and 2030.

Platform
and Pipeline

Since
2022, MitoCareX has been developing and improving diverse types of platforms to serve its drug discovery needs:

1.
MITOLINE™
– a major challenge for SLC25A related drug discovery is the very limited amount of solved 3D protein structures (e.g.,
by x-ray crystallography) that can often ignite computer aided drug discovery campaigns. While homology modeling remains a useful
approach for understanding the structure and function of SLC25A mitochondrial carriers, it is limited by template availability, conformational
diversity, and membrane protein complexity. Indeed, SLC25A proteins undergo two major conformational changes during substrate translocation:
the cytosolic (c-) conformation, which opens toward the cytosol, and the matrix (m-) conformation, which opens toward the mitochondrial
matrix. However, of the 53 human SLC25A family members, high-resolution structures are available in the c-conformation for only two
carriers-ADP/ATP carrier and Uncoupling Protein 1-and in the m-conformation for only one: the ADP/ATP carrier. These multiple conformations
make the modelling of mitochondrial carriers more complex even for AI based tools. To address this challenge, MitoCareX has developed
MITOLINE™ – an algorithm used by the company to perform accurate multiple sequence/ structure pairwise alignments which
could then be used for generating reliable 3D comparative models of potentially all 53 mitochondrial carrier proteins. MITOLINE™
based 3D comparative models of mitochondrial carriers can be used for the study of ligand binding, substrate translocation mechanism,
and for the characterization of yet uncharacterized mitochondrial carriers. Importantly, MITOLINE™ relies on specific sequence/structure
pairwise alignment based on specific anchor points used for building the pairwise alignment. These anchor points consist of residues
highly conserved in all the members of the family, despite the great variety of translocated substrates and the low percentage of
identical residues observed among different subfamily members (i.e., nucleotide and dinucleotide transporters, amino acid transporters,
and organic acid transporters).

7

Left
panel: Illustration of proper modelling of specific amino acid sequences of a mitochondrial carrier as generated following utilizing
the MITOLINE™ algorithm (top left) as compared to alternative modelling generated by an AI based tool (bottom left). Pink amino
acids – taken from a crystallized structure used as a template to lead 3D comparative modeling; yellow amino acids – 3D comparative
model generated by an AI-based tool; black amino acids – 3D comparative model predicted by using the pairwise alignment built by
MITOLINETM. Right panel: A complete 3D protein model of a mitochondrial carrier generated based on the specific sequence/structure
pairwise alignment obtained by MITOLINE™.

2.
Advanced
Computational Platform – MitoCareX has built an advanced cloud-based computational chemistry platform with specific architecture
that allows it to:

A.
Utilize
MITOLINE ™ as a first step towards generating reliable 3D models for its protein of interests belonging to the SLC25A family.

B.
Utilize
massive compute power (CPUs/GPUs) for performing virtual screening experiments (e.g., docking experiments) and related calculations
using millions of small molecules. The aim of such experiments, for example, is to recognize hit molecules that virtually interact
with a protein of interest.

C.
Utilize
algorithms and dedicated softwares for analyzing data.

D.
Implement
Machine Learning (ML) based models for further improving its virtual screening results.

E.
Re-dock
known inhibitors in template structures used for building 3D comparative models.

Illustration
of MitoCareX’s virtual screening workflow process by utilizing its computational platform. The 3D model of its protein of interest
was generated following the specific sequence/structure pairwise alignments based on the proprietary algorithm MITOLINE™. The drawn
molecules are only for illustration purposes

8

3.
Novel
In-Vitro Screening Platforms – To biologically validate its results, MitoCareX has developed or optimized a few advanced
in vitro screening platforms: 1. A novel cell based assay that detects the changes in the intracellular status of a main signaling
protein, downstream to MitoCareX’s protein of interest. Utilizing this assay, it is possible to differentiate between active
vs. inactive molecules. 2. Real time mitochondrial assay that is monitoring the activity of physiologically active mitochondria in
the presence of drug candidates. These two complementary in-vitro systems allow MitoCareX to rapidly detect and validate potential
true ‘hit’ molecule candidates while excluding false positive results. Out of the top eighty (80) molecules that were
virtually predicted by MitoCareX to bind its protein of interest and further screened in vitro – a few molecules were validated
to be biologically active. 3. Cell free assay using proteoliposomes combined with in-house developed Biolayer Interferometry (BLI)
method. Using this method allows MitoCareX to measure important binding parameters which are crucial for the prioritization of its
screened small molecules during the validation and development stages. 4. Acceptable toxicity and Drug Metabolism and Pharmacokinetics
(DMPK) methodologies.

MitoCareX’s
in-vitro workflow for validating and advancing compounds

4.
Advanced
3D NSCLC tumor spheroid systems – To test the efficacy of MitoCareX’s developed compounds, MitoCareX has been generating
3D spheroid systems for diverse types of NSCLC and pancreatic cells lines with different genetic backgrounds. Utilizing 3D spheroid
systems better mimic the 3D tumor structure and microenvironment. Furthermore, working with 3D samples is highly important in cancer
metabolism since it was shown in numerous amounts of studies that the 2D culture system doesn’t represent the metabolic activity
and gene expression patterns as compared to tumor cells (PMID 28615311).

An
example of a 3D spheroid system generated by MitoCareX using 4X magnification. The spheroids are derived from the NSCLC cancer cell line
H358

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MitoCareX’s
product is an anti-cancer small molecule therapeutics (ACSMT) that inhibits a mitochondrial SLC25A protein that was found to be significantly
involved in diverse types of cancers including NSCLC and pancreatic cancer. The company aims to develop a New Chemical Entity (NCE),
based on its hit compound 1 that was identified as an active compound by the company in a non-biased computational manner and confirmed
to have anti-cancerous activity, in-vitro. Regarding treating NSCLC patients – MitoCareX expects that its final lead product will
be clinically tested initially for previously treated advanced NSCLC patients, which is the most meaningful underserved segment in this
type of cancer. Its efforts are focused on demonstrating in-vitro efficacy in a few areas:

●
Overcoming
drug resistance of EGFR inhibitors by sensitizing lung adenocarcinoma cells to EGFR therapies.

●
Overcoming
drug resistance of chemotherapy by sensitizing lung adenocarcinoma cells to platinum-based chemotherapies.

In
addition to hit compound 1 based derivatives that MitoCareX is developing and progressing, the company is routinely performing new virtual
& in- vitro screenings to recognize additional chemical scaffolds as potential anti-cancer therapeutics, targeting the same protein
of interest. Finding alternative active chemical scaffolds may serve as a backup series to the hit compound 1-based series.

Strategy

Internal
Pipeline Development -

MitoCareX
mission is to develop efficacious metabolic-based therapies targeted at mitochondrial transport proteins belonging to the SLC25A family.
To accomplish this mission, MitoCareX leverages its unique expertise in computational chemistry, and structural biology, for developing
and progressing its most promising drug candidates for treating inflammatory metabolic diseases as well as resistant cancers with a current
focus on NSCLC and pancreatic cancer. As a first stage, MitoCareX harnessed MITOLINE™ to generate reliable 3D model structures
for its protein of interest. Next, utilizing its cloud-based, computational chemistry platform, MitoCareX performed virtual screening
campaigns initially with ~3.3 million molecules trying to identify potential binders to its protein of interest. Indeed, MitoCareX has
identified a few virtual binders out of which a few were shown to have biological activity, in-vitro. Next, MitoCareX prioritized hit
compound 1 for further development. Hit compound 1 demonstrates reasonable drug like properties while its chemical scaffold provides
an opportunity for high oral bioavailability and reduced in vivo clearance rates. In parallel, MitoCareX performs in-vitro efficacy evaluations
of hit compound 1 and hit compound 1 based derivatives as potential standalone treatments or as combinational therapy for inflammatory
metabolic diseases’ patients as well as NSCLC and pancreatic cancer patients with defined genetic backgrounds. From the perspective
of NSCLC, the combinations are done with either Tyrosine Kinase Inhibitors (TKIs) or platinum-based medicines. If found to be successful,
this approach is novel since currently there are no FDA approved drugs targeting MitoCareX’s protein of interest, to MitoCareX’s
knowledge. Currently, MitoCareX is progressing a hit-to-lead medicinal chemistry campaign aimed at optimizing the structure of hit compound
1.

While
partnerships will drive early revenue, selected assets may be co-developed or out-licensed at later stages, enhancing monetization flexibility.
Such components may include:

●
Upfront
payments

●
Development
and/or Regulatory Milestones

●
Sales
Milestones

●
Royalties
following FDA approval

Commercialization
of MITOLINE™ –

While
MITOLINE™ is routinely used by MitoCareX for its drug discovery purposes, the commercialization of MITOLINE™ is structured
to generate near- and long-term revenue streams while expanding MitoCareX Bio’s reach through strategic partnerships with pharmaceutical
and biotechnology companies. The Company may adopt a hybrid licensing model that leverages upfront fees, performance-based milestone
payments, and downstream royalties from partner-developed therapeutics. A few models may include:

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1.
Licensing and Strategic Partnerships

MitoCareX may license access to MITOLINE™ on a target-class or indication-specific basis, enabling pharmaceutical partners to identify
new drug candidates efficiently. A few possibilities may include:

●
Upfront
Licensing Payments: strategic partners will pay an upfront licensing fee per collaboration, depending on the therapeutic area, exclusivity,
and target scope.

●
Platform
Access Tiering: Tiered access will allow smaller biotech partners to use MITOLINE™ under a lower upfront fee model with increased
backend royalties, supporting wider adoption and early validation of the platform across a range of indications.

2.
Milestone-Linked Revenues Partners will pay development, regulatory, and commercial milestones aligned with the progress of candidate
programs derived from MITOLINE™ inputs:

●
Preclinical
Milestones for validated hit nomination and lead series optimization.

●
Clinical
Development Milestones - Phase I through Phase III

●
Regulatory
Milestones for successful NDA/BLA filings and FDA approval.

●
Commercial
Launch Milestones upon first commercial sale in key markets (U.S., EU, Japan).

3.
Royalty fee on Approved Therapeutics

MitoCareX
Bio may receive royalties on net sales of FDA-approved therapeutics discovered using MITOLINE™. This royalty structure should be
aligned with industry benchmarks for computational discovery platforms and reflects MITOLINE™’s novelty.

●
Higher
royalty tiers may apply where MitoCareX contributes significant preclinical validation or compound optimization beyond algorithmic
target nomination.

●
MitoCareX
Bio may also retain co-development rights or profit-sharing options in selected programs, particularly in oncology and inflammatory
metabolic disease indications aligned with the Company’s internal pipeline priorities.

History
and Team of MitoCareX

MitoCareX
Bio is a drug discovery company dedicated to the development of therapeutics targeting mitochondrial carrier proteins (SLC25A family)
in cancer and inflammatory metabolic diseases. MitoCareX Bio was founded in February 2022 based on successful proof-of-concept experiments
that were performed in the UK prior to the establishment of the company. MitoCareX’ s former investors, SciSparc Ltd., a specialty
clinical-stage pharmaceutical company focusing on the development of therapies to treat disorders and rare diseases traded on NASDAQ,
has conducted due diligence on MitoCareX and decided to invest $1.7M in the company, with several investment milestones that have already
been met.

In
February 2022 – the company was founded and received 700,00$ for equity to begin its activities.

In
February 2023 – the company met its first milestone – the establishment of its advanced cloud-based computational platform.
For this, the company received 400,000$ for equity.

In
May 2023 – the company announced the development of its proprietary algorithm MITOLINETM for the generation of sequence/structure
pairwise alignments and reliable 3D mitochondrial carrier protein models and included that as part of its computational platform.

11

In
November 2023 – the company met its second milestone – development of diverse in vitro screening platforms, related to
mitochondria, for the discovery, validations and progression of anti-cancer inhibitors, targeting its protein of interest. For this,
the company received an additional 600,000$ for equity. In addition, the company has successfully performed in silico screening (i.e.,
virtual screening) and identified hit compound 1 as a hit molecule (i.e., virtual binding with reasonable affinity to its protein of
interest), out of millions of small molecules. Hit compound 1 was further validated as a positive hit molecule using the company’s
diverse in-vitro screening platforms. Furthermore, using several cancer cell lines with diverse genetic backgrounds, the company demonstrated
that hit compound 1 is an anti-cancer molecule. In February 2024, MitoCareX filled out two provisional patent applications in the USA
which are based on its hit molecule hit compound 1. In February 2025, MitoCareX withdrew its provisional patent applications because
its latest scientific results did not support prosecuting the provisional patent applications.

MitoCareX’s
computational 3D modelling capability combined with its virtual screenings and diverse in vitro screening capabilities are found at the
core of the company’s technology. To meet its challenges, MitoCareX Bio has assembled a professional team uniting experienced scientists
with a proven track record including:

Dr.
Alon Silberman – Co-Founder, Chief Executive Officer, Chief Scientific Officer and a Board member of MitoCareX. Dr. Silberman
is a biological chemist with a strong interdisciplinary background in both chemistry and biology. Following his PhD in medicinal and
biological chemistry he pursued a full postdoctoral fellowship at the Weizmann Institute of Science focusing on Cancer Metabolism and
Drug Discovery. After spending a few successful years as a Senior Scientist in the biotech industry, he led the fundraising for the establishment
of MitoCareX Bio. At MitoCareX Bio he leads, guides and manages all the scientific programs as well as correspondence with potential
investors.

Prof.
Ciro Leonardo Pierri (University of Bari, Italy) – Co-Founder and advisor to MitoCareX. Prof. Pierri is a world expert in
the field of Mitochondrial Carrier proteins. He is an expert biochemist who combines mitochondrial related approaches with
computational chemistry methodologies. Prof. Pierri routinely advises the company on different aspects including cell free assay
systems and biochemistry related to mitochondrial carriers.

Dr.
Adi-Zuloff-Shani – a Board member of MitoCareX. Dr. Zuloff-Shani is a highly accomplished biotech leader, bridging deep scientific
knowledge in immunology with executive experience. Dr. Zuloff-Shani has over 20 years of experience in advancing therapeutics
within highly regulated environments. She has been the CTO at SciSparc Ltd. (NASDAQ: SPRC) since Feb 2016, where she advanced
products across varied CNS indications. In addition, she has been the CEO of Clearmind Medicine Inc. (NASDAQ: CMND) since
July 2021, spearheading the development of novel psychedelic-derived therapeutics targeting various addictions, weight loss
and metabolic disorders.

Mitochondrial
Carriers (SLC25A protein family) – a unique class of drug targets in cancer

Mitochondria
are key metabolic hubs regulating many processes in health and disease. Despite the role of mitochondria in cancer initiation and progression
is widely studied, much remains to be elucidated. The Mitochondrial Carrier family (SLC25A protein family) is the largest group of solute
carriers (i.e., transporters; PMID 32455902) translocating a variety of metabolites, nucleotides, and cofactors across the highly selective
inner mitochondrial membrane. Transporters of this family are extensively shown to be significantly involved in different types of malignancies
such as cervical (PMID 22227854), prostate (PMID 23047795), hepatocellular carcinoma (PMID 19140237), breast (PMID 23642734), colon (PMID
27451147), pancreas (PMID 24440978), as well as including a direct cross talk with the tumor microenvironment. Mitochondrial carriers
are considered unique drug targets due to the following reasons:

●
Several
SLC25A transporters show selective cancer expression patterns which make them suitable for targeted therapy

●
Many
SLC25A transporters are non-redundant which may reduce the risk of compensation from other family members

●
Some
small molecule inhibitors have shown preclinical efficacy

12

Schematic
representation of the mammalian mitochondrion. Mitochondrial Carrier proteins are depicted in yellow. The figure is taken from PMID 32783608.

EGFR
Mutations in NSCLC patients

The
epidermal growth factor receptor (EGFR) is a critical molecular driver in a significant subset of NSCLC cases, particularly in adenocarcinoma
histology. EGFR mutations are identified in roughly 20% of newly diagnosed NSCLC cases in the U.S. and Europe, making EGFR inhibitors
the preferred first-line treatment for these patients. Mutations in the EGFR gene lead to constitutive activation of the receptor, resulting
in persistent downstream signaling that promotes tumor cell proliferation, survival, and metastasis. These mutations are especially prevalent
among never-smokers, women, and patients of East Asian descent, with frequencies ranging from approximately 10–15% in Western populations
to up to 50% in Asian cohorts (PMID 36162323).

The
identification of activating EGFR mutations has revolutionized the treatment landscape of NSCLC, enabling the use of targeted therapies
that significantly outperform traditional chemotherapy in terms of response rate and progression-free survival. First-generation tyrosine
kinase inhibitors (TKIs) such as gefitinib and erlotinib, and more recently, third-generation TKIs like Osimertinib, have demonstrated
substantial clinical benefit for patients harboring common EGFR mutations, including exon 19 deletions and the L858R point mutation in
exon 21 (PMID 37937763). Osimertinib has shown superiority in the first line setting due to its efficacy against both sensitizing and
resistance mutations (e.g., T790M), as well as its ability to penetrate the central nervous system.

Despite
initial success, resistance to EGFR inhibitors eventually develops in nearly all patients, presenting a major challenge in long-term
disease control. This has prompted extensive research into mechanisms of resistance and the development of combination strategies and
next-generation inhibitors. Nevertheless, EGFR remains a cornerstone in the molecular profiling of NSCLC and is essential for guiding
personalized treatment strategies, underscoring its pivotal role in the era of precision oncology (PMID 37937763).

Synthetic
Lethality – a means for precision oncology

Synthetic
lethality is a concept where the combination of mutations/inhibitions in two genes leads to cell death, while a mutation/inhibition in
just one of them does not (see illustrative figure below). In cancer therapy, this concept is utilized to target tumor cells harboring
specific genetic mutations by inhibiting a second gene or pathway that becomes essential for the survival of these mutated cells (PMID
33795234). This approach allows for selective targeting of cancer cells, minimizing damage to normal tissues.

13

Cellular
synthetic lethality is caused by combined alterations of gene pairs that are otherwise individually viable. The figure is taken from
PMID 33795234

The
most well-known application of synthetic lethality in cancer therapy involves the use of poly (ADP-ribose) polymerase (PARP) inhibitors
in tumors with BRCA1 or BRCA2 mutations (PMID 25341009). These mutations impair the homologous recombination repair pathway, making cancer
cells more reliant on PARP-mediated DNA repair. Inhibiting PARP in these cells leads to the accumulation of DNA damage and cell death.
This strategy has been successfully implemented in the treatment of certain breast and ovarian cancers.

While
synthetic lethality offers a targeted approach to cancer therapy, several challenges remain (PMID 33795234):

●
Resistance
Mechanisms: Cancer cells may develop resistance to therapies exploiting synthetic lethality, necessitating combination strategies
or alternative targets.

●
Tumor
Heterogeneity: The genetic diversity within tumors can affect the efficacy of synthetic lethal strategies.

●
Biomarker
Identification: Reliable biomarkers are needed to identify patients who would benefit most from synthetic lethal therapies.

Of
importance, in the context of mitochondrial carrier proteins, a few studies have already demonstrated synthetic lethality relationships
between a mitochondrial carrier and an oncogenic mutated protein. For example, SLC25A22 was shown to be a novel and potential therapeutic
target in glutaminolysis addicted KRAS-mutant CRC (PMID 27451147).

Synthetic
Lethality in non-small cell lung cancer – an unmet need for targeting metabolic dependencies

Lung
cancer, particularly NSCLC, often has mutations in tumor suppressor genes (e.g., KRAS, TP53. STK11, KEAP1) that are hard to target directly.
Synthetic lethality offers a way to target the partner gene of these mutations. Examples of key advances in synthetic lethality for NSCLC
include:

1.
TMPRSS4
and DDR1 Co-Targeting – NSCLC cells deficient in TMPRSS4 exhibited heightened sensitivity to DDR1 inhibition using dasatinib.
Combined knockdown of both genes led to significant cell cycle arrest and apoptosis, and enhanced sensitivity to cisplatin, indicating
a promising therapeutic avenue (PMID 31659178).

2.
Overcoming
EGFR Inhibitor Resistance – Resistance to EGFR inhibitors remains a significant challenge in NSCLC treatment. Synthetic
lethality screens have uncovered several potential targets to overcome this resistance, including components of the NF-κB pathway,
PRKCSH, CDK6, and members of the SWI/SNF chromatin remodeling complex. These findings suggest that targeting these pathways could
restore sensitivity to EGFR inhibitors (PMID 28478283). See below for more detailed description regarding EGFR and synthetic lethality.

3.
Concurrent
Synthetic Lethality in NRF2-Activated Tumors

NSCLC
tumors with hyperactivation of the NRF2 pathway are often resistant to conventional therapies. A novel approach termed “concurrent
synthetic lethality” involves co-targeting these tumors with mitomycin C (MMC) and the HSP90 inhibitor 17-AAG. This combination
exploits the NRF2-driven metabolic dependencies of the cancer cells, leading to enhanced cytotoxicity (PMID 36200139).

14

4.
BRG1/SMARCA4-Deficient
Tumors

Loss
of the chromatin remodeling factor BRG1 (SMARCA4) is observed in a subset of NSCLC cases. These tumors exhibit synthetic lethality when
SMARCA2, a homologous ATPase, is inhibited. Targeting SMARCA2 in BRG1-deficient tumors has shown promise in preclinical models, suggesting
a potential therapeutic strategy for this NSCLC subtype (PMID 23872584).

Mutated
EGFR in NSCLC – an opportunity for Synthetic Lethality based discoveries

Synthetic
lethality in the context of EGFR mutations in NSCLC exploits vulnerabilities that arise from EGFR mutations, targeting a second gene
or pathway that, when inhibited, leads to the selective death of EGFR-mutant cancer cells. Since EGFR mutations are present in approximately
18-20% of newly diagnosed adenocarcinoma NSCLC cases in the United States and Europe, and in these patients EGFR inhibitors are the first-line
choice, finding synthetic lethal protein partners is a promising avenue for getting over EGFR related resistance.

Examples
of synthetic lethality in EGFR-Mutant NSCLC:

1.
EGFR
and DNA Repair Pathways: EGFR mutations can make cancer cells more reliant on specific DNA repair mechanisms, and targeting these
repair pathways can lead to synthetic lethality in EGFR-mutant cells. For example, PARP inhibitors like olaparib exploit deficiencies
in DNA repair caused by EGFR mutations, leading to cancer cell death (PMID 3458994).

2.
EGFR
and PI3K/AKT/mTOR Pathway: The EGFR signaling pathway activates PI3K/AKT/mTOR, promoting cell survival and proliferation. Inhibition
of this pathway, particularly in combination with EGFR-targeted therapies, can lead to synthetic lethality. For example, mTOR
inhibitors such as rapamycin can enhance the cytotoxic effects in EGFR-mutant tumors when used in combination with EGFR TKIs
like gefitinib (PMID 32953503).

3.
EGFR
and Metabolic Pathways: EGFR mutations can increase cancer cells’ reliance on certain metabolic pathways, including glutamine
metabolism. Targeting these metabolic dependencies using glutaminase inhibitors such as CB-839 can lead to synthetic lethality
in EGFR-mutant cells (PMID 33229301).

4.
Combination
of EGFR Inhibition with Other Targeted Therapies: EGFR-mutant cancers may rely on WEE1 kinase for DNA damage repair after EGFR
inhibition. Combining WEE1 inhibitors with EGFR TKIs like erlotinib or gefitinib can induce synthetic lethality and enhance cancer
cell death (PMID 31387179).

5.
Synthetic
Lethality with Immunotherapy: EGFR mutations may alter tumor immunogenicity, and combining EGFR-targeted therapies with immune
checkpoint inhibitors (such as PD-1/PD-L1 inhibitors) could induce synthetic lethality by amplifying immune responses specifically
in EGFR-mutant cells (PMID 31563735).

MitoCareX
approach to developing treatment for NSCLC Patients

MitoCareX
considers itself to be a unique company that addresses a major problem and market gap. Resistance to platinum-based therapy together
with acquired or innate resistance to EGFR TKIs is a major obstacle in NSCLC since it eventually develops in nearly all patients, presenting
a major challenge in long-term disease control.

As
noted earlier in the text, higher expression of the MitoCareX target gene is associated with worse overall survival in lung Adenocarcinoma
and in lung Adenocarcinoma with mutated EGFR. Therefore, MitoCareX aims to demonstrate that inhibition of its protein of interest with
its drug candidate could overcome drug resistance of chemotherapy and/or EGFR therapies, respectively, by sensitizing lung adenocarcinoma
cells to therapies. As mentioned, current efforts are focused on demonstrating efficacy in 2 sub-segments:

●
Overcoming
drug resistance of EGFR inhibitors by sensitizing lung adenocarcinoma cells to EGFR therapies.

●
Overcoming
drug resistance of chemotherapy by sensitizing lung adenocarcinoma cells to platinum-based chemotherapies.

15

MitoCareX
is developing its hit compound 1 based derivatives to be administered as single agents and/or in combination with other therapies. The
rationale for a combination approach is based on the observation described above that EGFR mutations in NSCLC exploits vulnerabilities
that may be synthetically lethal with MitoCareX target protein and as such may be a rewarding avenue to follow. However, despite being
directly linked with a variety of malignancies including NSCLC, there are still no FDA approved drugs that specifically target MitoCareX
target protein. While MitoCareX takes a novel approach, some of MitoCareX’s drug discovery and development activities are rooted
in traditional small molecule drug discovery methodologies.

Bioinformatic
analysis

MitoCareX
analyzed the Tumor Cancer Genome Atlas (TCGA) cohort of biopsies taken from NSCLC patients and found the following important findings
among others:

1.
Upregulated
expression of its protein of interest is higher as compared to the adjacent healthy tissues and its upregulated expression is associated
with worse patients’ survival prognosis in lung adenocarcinoma. This pointed to the possibility of applying MitoCareX’s
developed compounds as a stand-alone therapy for part of the NSCLC patients.

2.
Upregulated
expression of its protein of interest on the background of EGFR mutations but not on the background of non-mutated tumor samples
is associated with a worse survival prognosis in lung adenocarcinoma. This pointed to the possibility of applying MitoCareX’s
developed compounds for a combination therapy in EGFR mutated NSCLC cases along with EGFR inhibitors.

Left:
Upregulated expression levels as compared to low expression levels of the protein of interest in lung adenocarcinoma tumor samples are
associated with a worse patients’ prognosis. Upregulated expression levels of the protein of interest worsen prognosis for lung
adenocarcinoma patients with mutated (middle) but not with wild type EGFR (right). “protein High” means above the
averaged expression levels and “protein Low” means below the averaged expression levels. P- value <0.05 means significance.

Target
Identification and Validation

Three-dimensional
(3D) cell culture systems are increasingly favored over traditional two-dimensional (2D) cultures, especially in the study of cellular
metabolism. In 2D cultures, cells grow on flat, rigid surfaces, leading to artificial cell polarity, distorted nutrient gradients, and
atypical mechanical stresses, all of which can alter metabolic behavior (PMID 24797513). These conditions often result in metabolic profiles
that do not accurately reflect in vivo physiology, with changes observed in glucose uptake, mitochondrial activity, and oxidative phosphorylation.

In
contrast, 3D cultures better replicate the in vivo microenvironment by preserving natural cell–cell and cell–extracellular
matrix interactions, creating realistic oxygen and nutrient gradients, and maintaining mechanical cues (PMID 27663511). As a result,
cells in 3D cultures display more physiologically relevant metabolic features, including enhanced mitochondrial dynamics, altered glycolytic
flux, and appropriate responses to hypoxia (PMID 24797513).

16

This
shift is particularly important in disease models like cancer, where metabolic reprogramming is a hallmark. Studies have shown that drug
responses and metabolic pathways differ markedly between 2D and 3D models, underlining the importance of using 3D systems for accurate
therapeutic and mechanistic studies.

To
assess the importance of its protein of interest to the growth and viability of NSCLC cells, MitoCareX chose a few NSCLC cell lines with
diverse genetic backgrounds and knocked down the expression of its protein of interest using small hairpin RNAs (shRNA). Next, MitoCareX
generated for each such cell line 3D spheroid structures, using its in-house established protocols. Below are representative examples
showing the significant differences between control NCI-H1299 NSCLC cells vs. the comparable knockdown NCI-H1299 cells.

NCI-H1299
derived representative spheroid pictures taken with 4X magnification. Spheroids produced from knockdown cells were significantly smaller
as compared to control NCI-H1299 spheroids.

Left
Panel: quantification of the averaged diameter of NCI-H1299 derived spheroids from control #1, control #2, knockdown #1, knockdown #2
cells. Right panel: quantification of the averaged viability of NCI-H1299 derived spheroids from control #1, control #2, knockdown #1,
knockdown #2 cells. Spheroids produced from knockdown cells were significantly smaller and less viable as compared to control NCI-H1299
spheroids. ** means p-value <0.01; *** means p-value <0.0001

The
NCI-H1299 cell line was originated from a lymph node metastasis of the lung of a 43-year-old Caucasian male patient with cancer. These
cells possess homozygous partial deletion of the p53 gene so that the cells do not express the p53 protein. These results may point to
a direct link between MitoCareX’s mitochondrial protein of interest and the lack of p53 protein in NSCLC cells.

17

Another
representative example of the importance of the protein of interest to the growth of NSCLC cells is exemplified using the NCI-H1975 cell
line. This cell line is a human non-small cell lung cancer cell line derived from a patient with lung adenocarcinoma who previously received
chemotherapy. NCI-H1975 cells are notable for harboring two critical mutations in the EGFR gene: L858R (a point mutation in exon
21) and T790M (a secondary “gatekeeper” mutation in exon 20) (PMID 2785594).

These
mutations make NCI-H1975 cells particularly valuable for studying resistance to EGFR TKIs, such as erlotinib and gefitinib. The T790M
mutation confers resistance to first and second generation TKIs, which has driven the development of newer inhibitors like Osimertinib
(PMID 2785594).

First,
like in the case of the NCI-H1299 cell line, MitoCareX knocked down the expression of its protein of interest using small hairpin RNAs
(shRNA) in NCI-H1975 cells. Next, MitoCareX generated for each cell line 3D spheroid structures, using its in-house established protocol.
Below are representative examples showing the significant differences between control NCI-H1975 NSCLC cells vs. the comparable knockdown
NCI-H1975 cells.

NCI-H1975
derived representative spheroid pictures taken with 4X magnification. Spheroids produced from knockdown cells were significantly smaller
as compared to control NCI-H1975 spheroids.

Quantification
of the averaged diameter of NCI-H1975 derived spheroids from control #1, control #2, knockdown #1, knockdown #2 cells. *** means p-value
<0.001; **** means p-value <0.0001

18

Virtual
screening (In-Silico) campaigns and the discovery of hit compound 1

To
discover molecules that virtually bind their protein of interest, MitoCareX utilized its cloud-based, computational chemistry platform
and have taken the following steps:

●
Utilized
MITOLINE™ for performing multiple sequence alignments resulting in reliable 3D molecular models of its protein of interest

●
Performed
Virtual Screening campaign (e.g., docking experiments) with initially 3.3 million molecules

●
Recognized
top scored ~1560 molecules (0.05%)

●
Out
of the top scored 1560 molecules, initially prioritized 80 molecules (0.0024%) for further in-vitro validations

MitoCareX’s
virtual screening workflow starting from millions of small molecules, ending with low amounts of prioritized molecules that are top ranked
according to in-silico (virtual) predictions.

Using
cell based and functional mitochondrial assays, MitoCareX has screened all the initial computationally prioritized eighty (80) molecules
that were predicted to interact with its SLC25A target protein. Out of the 80 screened molecules, a few in-vitro active molecules were
recognized, out of which hit compound 1 was chosen for a hit-to-lead medicinal chemistry campaigns. Below is a representative dose-response
potency curve that was generated following measurement of hit compound 1 alongside a few inactive compounds using MitoCareX’s developed
cell-based assay.

Hit
compound 1 is a validated inhibitor of MitoCareX’s protein of interest. IC50 dose response curve using its cell-based
assay in which hit compound 1 is found to be active as compared to negative compound 1, negative compound 2 that are found to be inactive.

19

Ongoing
and near future planned activities- compound screenings, synthesis of analogs, SAR and efficacy studies

1.
Optimization
of MITOLINE™ – using ensemble docking and/or molecular dynamics-based methods, generating multiple conformers of SLC25A
proteins, including predicted and experimental binding parameters are among the different methods to optimize MITOLINE™.

2.
In-Silico
and in-vitro screenings of different chemical scaffolds – using MITOLINE™ combined with MitoCareX’s computational
platform, the company performs virtual screening campaigns and further in-vitro validations of the most promising small molecule
candidates. Recognizing additional biologically active compounds targeting MitoCareX’s target protein is important to establish
alternative hit series for further drug development.

3.
Synthesis
of derivatives related to hit compound 1 and performing Structure Activity Relationship (SAR) studies – based on the chemical
structure of hit compound 1 that was identified by MitoCareX as a promising scaffold, the company has designed and synthesized a
variety of analog compounds. The analogs are currently being evaluated according to the company’s in-vitro workflow for validating
and advancing promising molecules. Specifically, each compound is being evaluated and characterized in a funnel wise manner (See
MitoCareX in-vitro workflow as described above), thus prioritizing the most promising molecules.

4.
Relating
to the bioinformatic and in-vitro results that were demonstrated above, MitoCareX is currently evaluating in-vitro the influence
of hit compound 1 with or without either FDA approved tyrosine kinase inhibitors or platinum-based medicines. On this regard, the
NCI-H1975 cell line is one of the most commonly used preclinical models to study the influences of Osimertinib. Osimertinib (Tagrisso®)
is a third-generation, irreversible EGFR tyrosine kinase inhibitor developed specifically to target both the sensitizing EGFR mutations
(such as L858R) and the resistance-associated T790M mutation found in non-small cell lung cancer (PMID 36482474). Osimertinib has
revolutionized the treatment of EGFR-mutant NSCLC, particularly in tumors with T790M-mediated resistance to first- and second-generation
EGFR inhibitors (PMID 25971621). However, despite initial success, acquired resistance to Osimertinib is inevitable, typically within
10–19 months of treatment (PMID 36482474). Developing drugs that re-sensitize tumors would allow continued use of Osimertinib
without needing to completely switch therapies, which often involve more toxic or less effective options. Furthermore, new agents
could be used in combination with Osimertinib early (preventatively) or upon signs of emerging resistance (reactively), helping to
prevent clonal evolution and resistance diversification, which are major challenges in long-term cancer control (PMID 36681369).
Achieving synergistic efficacy while combining Osimertinib with MitoCareX’s developed compounds can be of great interest to
MitoCareX from a development and commercial point of view. Following the evaluations described above, MitoCareX aims to test its
developed compounds in a dedicated preclinical setting.

Potential
addressable patient populations for hit compound 1 based future lead compounds

MitoCareX’s
in-vitro results support the company’s approach of evaluating & developing small molecule treatment targeting its protein of
interest for NSCLC patients with EGFR mutated backgrounds (either as a standalone treatment or in combination with TKIs). In addition,
given that the protein of interest is associated with worse overall survival in lung adenocarcinoma and that platinum-based chemotherapy
remains a standard first-line treatment for advanced lung adenocarcinoma, particularly for patients without specific gene mutations,
MitoCareX intends to evaluate & develop its small molecule treatment combined with platinum-based chemotherapy as a promising avenue
for clinical applications.

Hit
compound 1 based derivatives are planned to be investigated as potential therapy in 2 sub-segments of previously treated advanced NSCLC
patients (i.e., second line):

●
In
NSCLC Adenocarcinoma, EGFR overexpression correlates with aggressive disease and poor prognosis, making it an optimal target for
cancer therapy. The prevalence of EGFR mutations ranges from 14% to 38%. (PMID 37240224). The efficacy of EGFR-tyrosine kinase inhibitors
in EGFR-mutated patients has revolutionized lung cancer treatment, with responses observed in 60–80% of patients, (PMID 36835536)
yet drug resistance is a major challenge. As a result, patients often experience disease progression and relapse after initial response
to therapy (PMID 37350939). Almost all EGFR TKI responders acquire drug resistance within a few years, with median progression-free
survival ranging from 9.2 to 18.9 months (PMID 37240224). It is hoped that the inhibition of MitoCareX’s target transporter
gene with its drug candidate would overcome drug resistance of EGFR TKI by sensitizing lung adenocarcinoma cells to EGFR therapies.

20

●
Chemotherapy
is one of the most commonly used and primary treatment options for lung cancer (alone or in combination with immunotherapy). As most
patients (77%) are diagnosed at later stages when surgery for curative intent is ineffective, platinum-based chemotherapy became
one of the basic options to determine the survival and quality of life of patients. Long-term use of these anti-cancerous agents
has been associated with significant side effects, including chemoresistance which is followed by tumor relapse. Nevertheless, the
exact mechanisms underlying cisplatin resistance remain largely unclear, and may be related to tumor microenvironment, drug transporters,
genetic and epigenetic factors (PMID 36778005). It is expected that the inhibition of MitoCareX’s target transporter gene with
its drug candidate could overcome drug resistance of chemotherapy by sensitizing lung adenocarcinoma cells to platinum-based chemotherapies.

Competition

Biotechnology
and pharmaceutical industries are characterized by rapid evolution of technologies and understanding of disease etiology, intense development
and commercial competition, and a strong emphasis on intellectual property. MitoCareX believes that its approach, development and commercial
strategy, scientific capabilities, know-how, and experience, provide the company with competitive advantages. Nonetheless, MitoCareX
expects substantial competition from multiple sources, including major biopharmaceutical, specialty pharmaceutical, and existing or emerging
biotechnology companies, academic research institutions, governmental agencies, and public and private research institutions worldwide.

Company

Link
to Website

Name
of potential Competitive Product

Description
of the Product

Relay
Therapeutics, INC

https://relaytx.com/

Computational
and experimental Dynamo™ platform

Relay
Therapeutics’ proprietary computational drug discovery engine, designed to integrate dynamic protein motion with AI-driven
drug design. Dynamo captures and models how proteins move and change shape over time

Daiichi
Sankyo

https://www.daiichisankyo.com/

Patritumab
deruxtecan – HE R3 Antibody-Drug Conjugates (ADC) developed with MSD granted priority review after phase 2

Patritumab
deruxtecan demonstrated an objective response rate (ORR) of 29.8% in patients following disease progression with an EGFR TKI and
platinum-based chemotherapy in Phase 2.

Scorpion
Therapeutics

https://www.scorpiontx.com/

STX-241
– a highly selective, 4th generation EGFR inhibitor designed to address resistance to third generation EGFR inhibitors (IND
enabling studies)

In
Preclinical studies STX-241 demonstrated strong biochemical inhibition of EGFR double mutant kinase activity as well as strong C797S
double mutant potency and selectivity vs. clinical-stage competitor benchmarks.

A
few examples of potential competitors to MitoCareX

21

Intellectual
Property

MitoCareX
strives to protect the intellectual property and proprietary technology that it considers important to its business through a variety
of methods. MitoCareX seeks to obtain domestic and international patent protection and endeavors to promptly file patent applications
for new commercially valuable inventions as they arise to expand its intellectual property portfolio. MitoCareX also relies on proprietary
know-how and trade secrets to protect certain innovations that may be important to its business and to benefit from their confidential
status.

Intellectual
Property Relating to Our Drug Discovery activities

MitoCareX
continually assesses and refines its intellectual property strategy as it discovers and validates new ‘hit’ small molecules
and make structural improvements to its hit compound 1 based derivatives. To that end, MitoCareX aims to file additional patent applications
as appropriate to support its intellectual property strategy, or where MitoCareX seeks to adapt to competition or seize business opportunities.

MITOLINE™
is currently trademarked in Israel. MitoCareX currently has an application for registration of “MITOLINE™” mark in
the United States.

Scope
and Duration of Intellectual Property Protection

The
area of patents and other intellectual property rights in the biopharmaceutical industry is an evolving one with many risks and uncertainties,
and third parties may have blocking patents that could be used to prevent us from commercializing our product candidates and practicing
our proprietary technology. Our patents that may be issued in the future may be challenged, narrowed, circumvented, or invalidated, which
could limit our ability to stop competitors from marketing related product candidates. In addition, our competitors may independently
develop similar technologies, and the rights granted under any issued patents may not provide us with protection or competitive advantages
against competitors with similar technology. For these and other reasons, we may have competition for our product candidates. Moreover,
because of the extensive time required for development, testing, and regulatory review of a potential product, it is possible that before
any product candidate can be commercialized, any related patent may expire or remain in force for only a short period following commercialization,
thereby reducing any protection afforded by the patent. For this and other risks related to our proprietary technology, inventions, improvements,
and product candidates.

We
also rely on trade secret protection for our confidential and proprietary information. Although we take steps to protect our confidential
and proprietary information as trade secrets, including through contractual means with our employees, consultants, outside scientific
collaborators, sponsored researchers, and other advisors, third parties may independently develop substantially equivalent proprietary
information and techniques or otherwise gain access to our trade secrets or disclose our technology. Thus, we may not be able to meaningfully
protect our technology as trade secrets. It is our policy to require our employees, consultants, outside scientific collaborators, sponsored
researchers, and other advisors to execute confidentiality agreements under the commencement of employment or consulting relationships
with us. These agreements provide that all confidential information concerning our business or financial affairs developed or made known
to the individual during the individual’s relationship with us is to be kept confidential and not disclosed to third parties except
in specific circumstances. In the case of employees, the agreements provide that all inventions conceived by the individual, and which
are related to our current or planned business or research and development or made during normal working hours, on our premises or using
our equipment or proprietary information, are our exclusive property. In many cases our agreements with consultants, outside scientific
collaborators, sponsored researchers, and other advisors require them to assign or grant us licenses to inventions they invent as a result
of the work or services they render under such agreements or grant us an option to negotiate a license to use such inventions. Despite
these efforts, we cannot provide any assurances that all such agreements have been duly executed, and any of these parties may breach
the agreements and disclose our proprietary information, and we may not be able to obtain adequate remedies for such breaches.

22

We
also seek to preserve the integrity and confidentiality of our proprietary technology and processes by maintaining physical security
of our premises and physical and electronic security of our information technology systems. Although we have confidence in these individuals,
organizations, and systems, agreements or security measures may be breached, and we may not have adequate remedies for any breach. To
the extent that our employees, contractors, consultants, collaborators, and advisors use intellectual property owned by others in their
work for us, disputes may arise as to the rights in relation to the resulting know-how or inventions.

Manufacturing

We
do not own or operate, and currently have no plans to establish, any manufacturing facilities.

Commercialization

MitoCareX
intends to retain significant development and commercial rights to our future lead compound/s and, if marketing approval is obtained,
to commercialize it on its own, or potentially with a partner, in the United States and other regions. MitoCareX currently has no sales,
marketing, or commercial product distribution capabilities. MitoCareX intends to build the necessary infrastructure and capabilities
over time for the United States, and potentially other regions, following further advancement of its small molecule compounds. Future
clinical data, the size of the addressable patient population, the size of the commercial infrastructure, and manufacturing needs may
all influence or alter MitoCareX’s commercialization plans.

Solterra
Renewable Energy Ltd. and Related Projects

Solterra,
a wholly-owned subsidiary of Solterra Energy, engages in the development of renewable energy projects through its local subsidiaries
in the solar energy sector and presents certain investment opportunities in solar PV projects. The business strategy primarily involves
selling renewable energy projects to third parties at various stages of development. These activities encompass the development of renewable
energy projects from the initial stage of land identification and project advancement through construction, operation, or sale to a third
party. Currently, operations are conducted in Italy, Poland, and Germany, with potential expansion to additional countries with most
projects are expected to be sold at various development stages, with the possibility of a larger portion of projects being held long-term
for operation by Solterra in the future. To date, such investment opportunities have included projects in Melz, Germany. On February
24, 2025, we participated in a joint venture to finance two battery storage projects in Sicily, Italy.

The
renewable energy sector is well-developed in Poland, Italy, and Germany, where the Operating Entity (as defined below) operates. Numerous
entities are involved in renewable energy projects leading to intense competition, featuring both large global and local companies, as
well as smaller local firms specializing in specific regions. As of March 31, 2026, Solterra’s market share in the renewable energy
sector in these countries is not significant.

The
following describes work processes involved in the development, construction, and operation of renewable solar energy projects:

Project
Development

●
Land
identification and engagement with landowners: To identify suitable land for a project, a local team assesses various parameters
such as location relative to a potential grid connection point, land slope and suitability for future installation of renewable energy
generation facilities, site accessibility, various constraints such as soil type, flooding potential, archaeological considerations,
environmental considerations, etc. Engagement with landowners typically occurs in the initial project stage through a binding agreement
for obtaining rights (purchase, lease, or rental), which allows the specific entity operating per the country or region (the “Operating
Entity”) to sign a final agreement at a later stage when there is greater certainty regarding the feasibility and profitability
of the project.

23

●
Land
assessment and project evaluation:

●
Planning
constraints: Each country or region has planning constraints that may affect the likelihood of obtaining a building permit in
the final stage of the process. The Operating Entity maps and reviews the various planning constraints based on available planning
information and assess their potential impact on the construction of facilities on the designated land. Such planning constraints
may exist, for example, in cases of proximity to infrastructure or roads, proximity to water sources or streams, specific guidelines
for the types of facilities that can be built on the land, fire history, archaeological constraints, earthquake potential, regional
drainage plans, etc.

●
Optimal
facility design for the land: Based on the topography and limitations of the area, a preliminary facility is designed to assess
the construction potential under the constraints and limitations, and the optimal technology for the area is selected (fixed facility,
tracking facility (tracker), storage solution, etc.).

●
Assessment
of a potential connection solution: The Operating Entity assesses the status of the electricity grid in the area and the options
for connecting the facility to the grid according to the needs and available supply in the area, including discussions with the local
grid operator. This assessment is carried out by local group employees or local consultants. Such an assessment is intended to help,
among other things, evaluate connection solutions, connection costs, timelines, etc.

●
Output
assessment: The Operating Entity performs an output assessment of the project based on various data and simulations. This assessment
is carried out by the Operating Entity’s local team and with the help of dedicated consulting firms as needed.

●
Business
plan preparation: For each project, the Operating Entity prepares a business plan based on collected information, assessments,
and forecasts (including regarding output, electricity prices and sales, land costs and operating costs, taxes, financing, etc.).
The Operating Entity maintains a basic business model adapted to each country according to the different regulations and tax laws.
A business plan for each project is updated and maintained by the Operating Entity’s local team.

●
Risk
assessment: If business, technological, or legal risks are identified in the process, an assessment of the risk level and their
implications for the business plan and the project is carried out. The risks are documented by the local team and discussed with
the Operating Entity’s management.

●
Decision-making
regarding project advancement: After completing the project examination and evaluation process, Operating Entity’s management
decides whether to continue developing the project or abandon it. The decision is made based on forward-looking information presented
to Operating Entity’s management, including professional assessments, estimates, and forecasts.

●
Establishment
of a project company: If it is decided to proceed with project development, the rights related to the project are transferred
to a dedicated project company (SPV).

●
Development
services agreement: The Operating Entity negotiates an agreement for development services if development is planned to be outsourced
to external contractors. The agreement will be signed with a local subsidiary of the company in the relevant country of operation.

●
Grid
Connection Solution: An application to obtain a grid connection solution in the relevant country of operation will need to be
submitted to the transmission system operator (TSO) or the distribution system operator (DSO). Sometimes the solution provided differs
from the solution planned in the previous stage, depending on supply and demand or the development status of the transmission grid.
A grid connection solution provided for a project reflects the future connection cost as well as development costs or implications
for the power line required from the facility to the connection point. If the costs significantly exceed the planned amount, the
decision to proceed with development may be reassessed.

●
Completion
of land rights acquisition: Land rights in exchange for payment of the agreed consideration, and registration of rights of in
land registries are then required.

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●
Depositing
guarantees: To secure the proposed connection solution, guarantees or other collateral are required. In many cases, there is
a right to a refund of the guarantees or collateral if a project is canceled and the grid connection is released.

●
Building
permit: An application for a building permit based on engineering and electrical planning will need to be submitted to the relevant
municipal authority. The process is subject to objections and usually requires participation in planning committee meetings to present
the project and make adjustments as required by the planning committees. After obtaining a building permit, a project is ready for
construction (Ready to Build). Currently, the Company’s business strategy focuses on selling projects during the development
stages. Accordingly, the Company expects to sell projects prior to obtaining a building permit.

●
Project
financing: The Operating Entity and/or Solterra will engage with financial institutions to provide loans for project construction
financing, and maintain ongoing management of the relationships with lenders, including providing information and periodic reporting
regarding compliance with milestones and financial benchmarks.

●
Power
purchase agreements: Entering into a power purchase agreement, for long-term electricity sales or other alternatives according
to electricity trading options in the various markets.

Project
Construction and Grid Connection

●
Contracting
with an engineering, procurement, construction contractor, grid connection agreement, and ancillary construction agreements.

●
Ordering
and purchasing equipment.

●
Managing
detailed engineering planning according to building permits.

●
Construction
site management and engineering supervision.

●
Management
and supervision of safety procedures at the construction site.

●
Acceptance
tests and connection to the electricity grid.

Italy’s
Renewable Energy Landscape and Regulatory Processes

In
June 2024, the Italian government published its updated National Energy and Climate Plan (“NECP”). The Plan reference scenario
aims for a 58% reduction in emissions by 2030 compared to 2005 levels, while the policy scenario targets a 66% reduction, aligning with
the European Union’s goal of a 62% reduction compared to 2005. Under this plan, coal-fired power plants will be shut down in 2025
and replaced by battery storage and gas-fired plants. The total renewable energy capacity is projected to increase to 131 GW, including
80 GW of solar power, representing a growth of approximately 45 GW compared to the installed capacity at the end of 2024.

The
NECP also set a target of 7.5 to 8.5 GW of battery energy storage system (BESS) capacity by 2030, encompassing both residential and industrial-scale
storage. To support this target, Italy has launched a program to encourage investments in industrial-scale storage, aiming for at least
70 GWh of storage capacity within the next decade. This initiative is expected to require investments exceeding €17 billion.

Furthermore,
the Italian government plans to hold its first auction for energy storage capacity under the MACSE mechanism in the first half of 2025.
Aurora Energy Research highlighted the role of the MACSE (Mercato a Termine degli Stoccaggi) mechanism, a long-term procurement mechanism
intended to incentivize the establishment of large-scale battery storage by providing a regulated revenue route for BESS projects. MACSE
is intended to support large-scale deployment of storage projects to facilitate the integration of additional renewable capacity, improve
grid stability and help address congestion. These auctions will focus on availability-based remuneration tariffs for a 15-year period.
Quotas are expected to be allocated by region in Italy, with a particular emphasis on Southern Italy, Sicily, and Sardinia. Under MACSE,
support of up to approximately 58 GWh of storage is expected by 2030, and an initial allocation of approximately 10 GWh was completed
in a competitive tender in 2025. The mechanism is expected to support continued penetration of renewable energy, improve grid stability,
reduce congestion and increase the value of renewable projects.

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Electricity
sales in Italy are currently conducted through several primary channels, including trading on the power exchange, participation in public
support mechanisms (including auction-based and contract-for-difference structures), and private long-term offtake arrangements. In the
photovoltaic sector, certain auction schemes are open only to projects not located on agricultural land.

One
private offtake option is long-term Power Purchase Agreements (“PPAs”). These agreements typically have a term of approximately
10 years (compared to auctions with a typical sales period of 20 years). PPAs are particularly relevant for photovoltaic facilities as
they allow construction on relatively inexpensive agricultural land (which is excluded from auctions).

Due
to restrictions on non-agricultural land, most projects under development in Italy, including those of the Company, primarily consider
PPAs and/or sales of electricity on the open market at variable prices, rather than participating in auctions.

Regulation
and Permitting Processes for Renewable Energy Projects in Italy

The
permits required for constructing renewable energy power plants vary depending on the type of facility. The following is a general overview
of the permitting process required for photovoltaic facilities:

●
Securing
Land Rights: The initial step typically involves securing land rights, usually through a long-term lease agreement or a right
to purchase the land, contingent upon obtaining the relevant project authorizations. This agreement usually covers a development
period of 2-3 years, followed by a lease agreement for at least 30 years or a land purchase agreement.

●
Grid
Connection Approval: Grid connection must be facilitated through facilities owned and operated by electricity grid operators.
Facilities with a capacity of up to 10 MW submit a connection request through local distributors (DSOs), who review and provide the
terms, timelines, and costs for the connection. The application includes a document outlining preliminary connection conditions and
another with specific and detailed conditions. This document specifies the work required by the producer and the work required
by the distributor. Upon acceptance of the terms, an agreement is entered into between the producer and the distributor. Higher-capacity
facilities require a similar process with the national transmission company (TSO), which usually also includes a detailed solution
for connection of the project.

●
Advanced
Permitting Stage: If a project qualifies for exemptions in the planning and environmental permitting process (PAS procedure,
as explained below), it is considered to be in the advanced permitting stage. Otherwise, it is classified as being in the permitting
stage.

●
Planning
and Environmental Procedures: The planning and environmental process in Italy is divided into three possible tracks:

●
AU
(Autorizzazione Unica) Procedure: This procedure parallels a full licensing process for renewable energy projects of material
scale, carried out at the regional level (Regione) and, in certain cases, at the national level. The procedure involves the submission
of statutory planning documents and, where required, an environmental impact assessment (VIA) to the competent environmental ministry.
As part of the procedure, a Conferenza dei Servizi is convened to coordinate the process and hear the positions of the relevant stakeholders.
Following the hearing and the issuance of the AU authorization, an application for a building permit must typically be submitted
to the competent municipal authority, subject to local technical requirements. AU approval generally constitutes a comprehensive
authorization to construct and operate the project and may replace certain separate authorizations, subject to any local technical
completions as required. The AU process typically takes 18 to 24 months on average, and in complex cases may take 30 to 36 months.

●
PAUR
(Provvedimento Autorizzatorio Unico Regionale) Procedure: This procedure is a unified regional authorization process that consolidates
the environmental and planning aspects of the project, including, in particular, the VIA (environmental impact assessment) and related
approvals, and is managed by the competent regional authority (Regione), typically through a regional or provincial committee. The
procedure includes a Conferenza dei Servizi to coordinate the process and hear the positions of the relevant stakeholders. PAUR approval
generally constitutes a comprehensive authorization to construct the project and may replace separate permits, subject to any local
technical completions as required. Following the hearing and the issuance of the PAUR authorization, an application for a building
permit must typically be submitted to the competent municipal authority. The PAUR process typically takes 18 to 24 months on average,
and in complex cases may take up to 36 months.

●
PAS
(Procedura Abilitativa Semplificata) Procedure: This is a simplified and expedited licensing procedure, conducted with the local
municipality (Comune), which generally requires the submission of project planning documents, together with any declarations, environmental
opinions, grid approvals and other supporting materials required under applicable law. If no objections or substantive requirements
are raised by the competent authority within the statutory timeframe (generally up to approximately 90 days), the project may proceed
under a “silent consent” principle, and the resulting approval also serves as a building permit.

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The
specific track a project follows depends on factors such as project size, location, and various environmental parameters.

●
Advanced
Permitting Stage (Post-PAS or Similar): After completing the relevant procedure (PAS, AU, or PAUR), the project is considered
to be in the advanced permitting stage, and development costs are capitalized as assets under construction in the financial statements.

●
Building
Permit: If the statutory track is AU or PAUR, a building permit application must be submitted to the municipality, a process
that may take 3 to 6 months.

●
Ready
to Build (RTB): After completion of the relevant authorization track (PAS, AU, or PAUR, as applicable) and any required local
supplemental approvals or procedures, including obtaining the building permit, the project is considered RTB.

●
Grid
Connection Work Commencement Approval: Generally, the planning approval includes all necessary permits for commencing work and
connection. However, if changes are required regarding the grid connection, additional approval is needed to begin connection work.

●
Operating
Permit: Every renewable energy power plant with a capacity exceeding 20 kW is required to obtain an operating permit and a unique
identification code for the facility.

In
Italy, Solterra Energy operates through Solterra Brand Services Italy srl, a company registered in Italy and held equally by Solterra
and its partner Brand Energy Ltd. (“Brand”). Brand is a private company wholly owned by Brand (M.G.) Ltd., (a public company).

In
Poland and Italy, Solterra Energy operates through Solterra in collaboration with Brand. The collaboration encompasses investment, development,
financing, construction, operation, maintenance, acquisition, improvement, and sale of renewable energy projects, including clean energy,
solar energy, wind energy, and energy storage facilities in the target countries. Each of Solterra and Brand holds a 50% stake in these
projects through local subsidiaries.

Employees

As
of March 31, 2026, we, together with our wholly owned subsidiary, MitoCareX, have seven full-time
employees and two part time employees. Our executive officers, David Palach and Lital Barda, are responsible for the day-to-day operations
of our company.

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