v3.26.1
MITOCAREX TRANSACTION (Tables)
12 Months Ended
Dec. 31, 2025
Mitocarex Transaction  
SCHEDULE OF TOTAL PURCHASE PRICE AND PURCHASE PRICE

 

   Unaudited 
   USD in thousands 
Cash consideration   700 
Share consideration   4,840 
Contingent share consideration   2,034 
Contingent cash consideration   1,290 
Fair value of total consideration transferred   8,864 
      
Recognized amounts of identifiable assets acquired and liabilities assumed     
Cash and cash equivalents   135 
Other accounts receivables   35 
Fixed assets   7 
Pre-existing relationship   (1,053)
Other accounts payables   (298)
Net liabilities assumed   (1,174)
      
Identifiable intangible asset (1)   4,506 
Goodwill (2)   6,291 
Deferred taxes liability   (759)
Total   8,864 

 

(1)A proprietary algorithm developed by MitoCareX, with an estimated useful life of 11 years. The fair value of the identifiable intangible asset was determined using an income approach, specifically a discounted cash flow method, based on projected future economic benefits expected to be generated from the technology, discounted using a rate of 21%. The valuation incorporated assumptions regarding the expected commercialization potential of the technology, future development milestones, and an appropriate discount rate reflecting the risks associated with early-stage biotechnology assets. The valuation of the identifiable intangible asset involves significant estimates and assumptions, including projections of future cash flows and the selection of an appropriate discount rate. Although management believes these assumptions are reasonable, actual results may differ materially from those estimates. The Identifiable intangible asset is amortized on a straight-line basis over its estimated useful life, resulting in an amortization expense of approximately $78 during the year ended December 31, 2025. The Company does not expect the goodwill recognized in the transaction to be deductible for income tax purposes.
   
 (2)The valuation of goodwill is based on significant estimates and assumptions as of the acquisition date. As of December 31, 2025, no changes in these assumptions were identified.
SCHEDULE OF CASH USED IN PURCHASE OF SUBSIDIARY

 

Net cash used in acquisition is as follows:    
Cash consideration paid   700
Less: cash and cash equivalents acquired   (135)
Net cash used in acquisition   565