Half-year Financial Report

Summary by AI BETAClose X

Ethernity Networks Ltd. reported interim results for the six months ended 30 June 2026, with revenue of $416,569, a decrease from $598,599 in the prior year period, though gross profit and margin remained at 100%. The company significantly reduced its net comprehensive loss by 41.6% to $1,240,396 and its EBITDA and Adjusted EBITDA losses by 49.2% and 36.9% respectively, to $518,919 and $748,291. Cash collections for the period were approximately $495,000. The company is pursuing IP licensing and strategic opportunities, including monetizing its patent portfolio, to strengthen its balance sheet, though a material uncertainty exists regarding its ability to continue as a going concern.

Disclaimer*

Ethernity Networks Ltd
28 September 2026
 

28 September 2026

Ethernity Networks Ltd.

      ("Ethernity" or the "Company")

 

     Interim results for the six months ended 30 June 2026

 

Ethernity Networks Ltd (AIM: ENET.L; OTCMKTS: ENETF), a supplier of data processing and PON semiconductor technology for networking appliances, today announces its interim results for the six months ended 30 June 2026.

 

Key Highlights:

  • Revenue of $416,569 (H1 2025: $598,599).
  • Gross profit of $416,569 (H1 2025: $598,599).
  • Gross margin of 100% (H1 2025: 100%)
  • Net comprehensive loss for the period decreased by 41.6% to $1,240,396 (H1 2025: $2,124,278)
  • EBITDA and Adjusted EBITDA losses decreased by 49.2% and 36.9% to $518,919 and $748,291 respectively (H1 2025: $1,021,118 and $1,186,414)
  • Cash collections during the period were approximately $495,000

 

 

Chief Executive Officer’s statement

The majority of the revenue during H1 2026 was attributed to the deliveries of the extended order and the original contract signed with the Tier 1 U.S Aerospace vendor, at a total contract value of approximately $1.71m. The Company completed all deliveries under the original contract and the extended order by the end of April 2026. Ethernity may pursue further engagement with this customer, leveraging its domain expertise in the aerospace and aviation sectors, following completion of this latest integration phase. The Company also received recurring royalty revenue from previously deployed products.

 

The Company continues to pursue additional IP licensing and strategic opportunities with both existing and prospective industry players.

 

As part of its strategy to maximise the value of its intellectual property assets, the Company has engaged a leading intellectual property monetisation brokerage firm to evaluate licensing opportunities for its patent portfolio. The patent portfolio includes seven U.S. patents covering technologies applicable to AI infrastructure related to memory processing and networking, as well as 5G wireless backhaul. As part of this process, the Company will evaluate potential licensing opportunities with industry participants.

 

The Board believes that the combination of further expense reductions, recurring royalty revenue, engineering services, future licensing opportunities and the potential monetisation of the Company's intellectual property portfolio provide multiple avenues to strengthen the Company's balance sheet, to meet its financial obligations and, ultimately, create value for shareholders.

 

By order of the Board

 

David Levi

CEO

28 September 2026

 

For further information, please contact:

 

Ethernity Networks Ltd

Tel: +972 3 748 9846

David Levi, Chief Executive Officer

Tomer Assis, Chief Financial Officer

 

 

 

Allenby Capital Limited (Nominated Adviser and Joint Broker)

Tel: +44 (0)20 3328 5656

James Reeve / David Asquith (Corporate Finance)

Amrit Nahal (Sales and Broking)

 

 

 

CMC Markets UK plc (Joint Broker)

Tel: +44 (0)20 3003 8632

Douglas Crippen

 

 

 

ALBR Capital Limited (Joint Broker)

Tel: +44 (0)20 7562 0930

Lucy Williams / Duncan Vasey

 

 

 

About Ethernity (www.ethernitynet.com)

Ethernity Networks, headquartered in Israel, Ethernity Networks (AIM: ENET.L OTCMKTS: ENETF) provides innovative data processing and Passive Optical Network (“PON”) semiconductor technology for networking appliances. The Company’s comprehensive networking and security solutions deliver a Carrier Ethernet Switch Router data plane and control software, featuring a rich set of networking capabilities, robust security, and a wide array of virtual function accelerations to optimize telecommunications networks.

 

Ethernity's semiconductor technology has been deployed in both FPGA and ASIC form factors and has been integrated into over one million networking platforms worldwide. Its complete, flexible solutions adapt rapidly to customers' evolving needs, reducing time-to-market and enabling efficient deployment of 5G, edge computing, mobile backhaul, carrier Ethernet, broadband access networks, and various NFV appliances including 5G UPF, vRouter, and vBNG.

OPERATIONAL AND FINANCIAL REVIEW

Revenues

Revenues for the period were $416,569 (H1 2025: $598,599), with the majority attributed to the tier 1 U.S Aerospace contract.

Gross profit and margin

During the period, the Company focused on sales generating a 100% gross margin resulting from licensing fees or royalties. To minimise cash-flow risk, it did not enter into commitments requiring components to be purchased, or production to begin, in advance of future orders.

The gross profit of $416,569 decreased by 30.4% compared with the previous year (H1 2025: $598,599), and the gross margin remained at 100% (H1 2025: 100%).

EBITDA

Although EBITDA is not a recognised reportable accounting measure, it provides a meaningful insight into the operations of the Company when removing the non-cash or intangible asset elements from trading results along with recognising actual costs versus various IFRS adjustments, in this case being the amortisation and non-cash items charged in operating income and the effects of IFRS 16 treatment of operational leases.

 

The EBITDA for the six months ended 30 June 2026 is presented as follows:

 

EBITDA
(US Dollars)

For the 6 months ended

For the 12 months ended

6 month change of 2026 vs 2025

 

30-Jun-2026

30-Jun-2025

31-Dec-2025

 

%

Revenues

                   416,569

              598,599

               1,049,922

      (182,030)

  (30.4%)

Gross Profit

                   416,569

              598,599

               1,049,922

      (182,030)

  (30.4%)

Gross Margin %

100.00%

100.0%

100.0%

 

0.0%

Operating Loss

              (1,023,090)

         (1,796,978)

             (5,444,325)

        773,888

  (43.1%)

Amortisation of Intangible Assets

                   186,411

              480,690

                  961,380

      (294,279)

 

Impairment of intangible assets

                                -

                           -

               1,578,660

                           -

 

Depreciation charges on fixed assets

                   150,560

              127,970

                  260,029

          39,230

 

Depreciation in respect of IFRS16 lease assets

                   167,200

              167,200

                  439,068

         (16,640)

 

EBITDA

                 (518,919)

         (1,021,118)

             (2,205,188)

        502,199

  (49.2%)

Add back Share based compensation charges

                     22,478

                57,494

                    90,844

         (35,016)

 

Add back impairments

                                -

                           -

                   (32,207)

                     -

 

Add back vacation accrual charges

                     12,086

                           -

                    55,990

          12,086

 

Adjust IFRS16 rent expense reversals

                  (263,936)

             (222,790)

                 (464,971)

         (41,146)

 

Adjusted EBITDA

                 (748,291)

         (1,186,414)

             (2,555,532)

        438,123

  (36.9%)

EBITDA loss for the first six-month period of the year decreased by 49.2% to $518,919 (H1 2025: $1,021,118). The Adjusted EBITDA loss in the first six months of the year decreased by 36.9% to $748,291 (H1 2025: $1,186,414).

Operating costs

Operating expenses (before amortisation, depreciation and IFRS adjustments) decreased by an overall 34.8% from $1,785,655 to $1,164,860 during the period against the same period in 2025.

Within the R&D division, the Company reduced its operating expenses (including headcount and other R&D expenses) by a total of 55.9%.

General and Administration costs (before amortisation, depreciation and IFRS adjustments) have decreased by 4%, also mainly attributed to headcount savings.

The decrease in Marketing expenses (net of share-based compensation and vacation accruals) of 24.1% is also mainly attributed to headcount savings.

After adjusting for the following non-cash items; amortisation costs of the development intangible asset, depreciation, share based compensation adjustments and IFRS adjustments, the resultant decreases in operating costs, as adjusted are:

Operating costs
(US Dollars)

 

 

Increase (Decrease) June

%

For the 6 months ended

31-Dec

30-Jun

2026

2025

2025

Research and Development Costs net of amortisation, Share Based Compensation, IFRS adjustments and Vacation accruals

                   429,592

              974,673

               1,711,377

      (545,081)

   (55.9%)

General and Administrative expenses, net of depreciation, Share Based Compensation, IFRS adjustments, Vacation accruals and impairments

                   572,285

              596,287

               1,001,767

         (24,002)

     (4.0%)

Marketing expenses, net of Share Based Compensation and Vacation accruals

                   162,983

              214,695

                  427,981

         (51,712)

   (24.1%)

Total

                1,164,860

           1,785,655

               3,141,125

      (620,795)

  (34.8%)

 

Summarised trading results

Summarised Trading Results
(US Dollars)

 

 

Increase (Decrease) June

%

For the 6 months ended

31-Dec

30-Jun

2026

2025

2025

Revenues

                   416,569

              598,599

               1,049,922

        (182,030)

  (30.4%)

Gross Profit

                   416,569

              598,599

               1,049,922

        (182,030)

  (30.4%)

Gross Margin %

100.00%

100.0%

100.0%

 

0.0%

Operating Loss

              (1,023,090)

         (1,796,978)

             (5,444,325)

      773,888

  (43.1%)

Financing costs

                  (273,888)

             (327,339)

                 (554,827)

         53,451

 

Financing income

                     56,582

                        39

                  272,690

         56,543

 

Net comprehensive loss for the period

              (1,240,396)

         (2,124,278)

             (5,726,462)

      883,882

  (41.6%)

Basic and Diluted earnings per ordinary share

                        (0.00)

                   (0.00)

                       (0.00)

             0.00

  (90.3%)

Weighted average number of ordinary shares for basic earnings per share

22,429,896,364

3,731,471,356

4,179,048,317

 

 

Financing costs

The majority of the financing costs recognised during the period relate exchange rate differences and interest.

Going Concern

Management has determined that the balance of cash and cash equivalents as of 30 June 2026 (and as of the date of the approval of these financial statements), together with other current available resources, is not sufficient for the Company to fund its current obligations including arrears for payment of certain of its liabilities as specified in the Company’s annual financial statements as at 31 December 2025.

However, the Company has implemented plans to meet these and future obligations. 

The Company’s ongoing operations are dependent on Management’s plans for securing funds including through further design services and recurring royalty revenue from existing customers, monetizing its patent portfolio, including strategic options to maximize the value of its intellectual property assets.

However, the success of the Company’s plans to secure further design services, monetize its patent portfolio and close a strategic deal as outlined above is not assured and thus a material uncertainty exists that may cast a significant doubt on the Company’s ability to continue as a going concern and fulfil its obligations and liabilities in the normal course of business in the future. The financial statements do not include any adjustments relating to recoverability and classification of the recorded asset amounts, and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

FORWARD LOOKING STATEMENTS

This announcement includes statements that are, or may be deemed to be, "forward-looking statements". By their nature, forward-looking statements involve risk and uncertainty since they relate to future events and circumstances. Actual results may, and often do, differ materially from any forward-looking statements. Any forward-looking statements in this announcement reflect Ethernity’s view with respect to future events as at the date of this announcement. Save as required by law or by the AIM Rules for Companies, Ethernity undertakes no obligation to publicly revise any forward-looking statements in this announcement, following any change in its expectations or to reflect events or circumstances after the date of this announcement.

 

By order of the Board

 

Tomer Assis 

Chief Financial Officer

28 September 2026

 

Interim Unaudited Financial Statements

as at 30 June 2026

STATEMENT OF FINANCIAL POSITION

 

 

 

US dollars

 

 

 

30 June

31 December

 

 

 

2026

2025

2025

 

 

 

Unaudited

Audited

ASSETS

 

 

 

 

 

Current

 

 

 

 

 

Cash and cash equivalents

 

 

32,399

37,749

31,817

Other short-term financial assets

 

 

-

2,938

-

Trade receivables

 

 

69,795

189,929

123,878

Inventories

 

 

-

218,168

-

Other current assets

 

 

62,793

127,250

104,494

Current assets

 

 

164,987

576,034

260,189

 

 

 

 

 

 

Non-Current

 

 

 

 

 

Property and equipment

 

 

413,221

477,670

563,781

Intangible asset

 

 

813,589

3,059,350

1,000,000

Right-of-use asset

 

 

235,282

674,350

402,482

Other long term assets

 

 

10,338

118,905

10,338

Non-current assets

 

 

1,472,430

4,330,275

1,976,601

 

 

 

 

 

 

Total assets

 

 

1,637,417

4,906,309

2,236,790

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

Current

 

 

 

 

-

Trade payables

 

 

1,209,242

498,077

1,327,683

Warrants liability

 

 

18,900

173,907

2,711

Other current liabilities

 

 

2,302,996

1,827,780

2,395,149

Current liabilities

 

 

3,531,138

2,499,764

3,725,543

 

 

 

 

 

 

Non-Current

 

 

 

 

 

Lease liability

 

 

-

241,602

-

Other non current liabilities

 

 

50,830

457,630

50,830

Non-current liabilities

 

 

50,830

699,232

50,830

 

 

 

 

 

 

Total liabilities

 

 

3,581,968

3,198,996

3,776,373

 

 

 

 

 

 

Equity

 

 

 

 

 

Share capital

 

 

-

1,380,441

-

Share premium

 

 

52,203,673

49,499,287

51,390,723

Other components of equity

 

 

1,660,533

1,604,705

1,638,055

Accumulated deficit

 

 

(55,808,757)

(50,777,120)

(54,568,361)

Total equity

 

 

(1,944,551)

1,707,313

(1,539,583)

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and equity

 

 

     1,637,417

4,906,309

2,236,790

 

The accompanying notes are an integral part of the interim financial statements.



STATEMENT OF COMPREHENSIVE LOSS

 

 

 

 

US dollars

 

 

 

Six months ended

30 June

For the year ended
31 December

 

 

 

2026

2025

2025

 

Note

 

Unaudited

Audited

Revenue

7

 

416,569

598,599

1,049,922

Cost of sales

 

 

-

-

-

Gross profit

 

 

416,569

598,599

1,049,922

Research and development expenses

 

 

647,050

1,513,153

2,820,546

Impairment of intangible assets

 

 

-

 

1,578,660

General and administrative expenses

 

 

626,109

668,371

1,668,361

Marketing expenses

 

 

166,500

214,695

427,322

Other income

 

 

-

(642)

(642)

Operating loss

 

 

(1,023,090)

(1,796,978)

(5,444,325)

 

 

 

 

 

 

Financing costs

5

 

(273,888)

(327,339)

(554,856)

 

 

 

 

 

 

Financing income

6

 

56,582

39

272,719

 

 

 

 

 

 

Loss before tax

 

 

(1,240,396)

(2,124,278)

(5,726,462)

 

 

 

 

 

 

Tax expense

 

 

-

-

-

Net comprehensive loss for the period

 

 

(1,240,396)

(2,124,278)

(5,726,462)

 

 

 

 

 

 

Basic and diluted loss per ordinary share

 

 

(0.0001)

(0.001)

(0.001)

Weighted average number of ordinary shares for basic and diluted loss per share

 

 

22,429,896,364

3,731,471,356

4,179,048,317

The accompanying notes are an integral part of the interim financial statements.


 STATEMENT OF CHANGES IN EQUITY

 

 

 

 

 

 

 

US dollars

 

Number of shares

 

Share capital

 

Share premium

 

Shares to be allotted

 

Other components of equity

 

Accumulated deficit

 

Total equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at 1 January 2026 (Audited)

10,031,828,493

 

-

 

51,390,723

 

-

 

1,638,055

 

(54,568,361)

 

(1,539,583)

Employee share-based compensation

-

 

-

 

-

 

-

 

22,478

 

-

 

22,478

Net proceeds allocated to the issuance of ordinary shares

14,937,500,000

 

-

 

699,799

 

-

 

-

 

-

 

699,799

Expenses paid in shares and warrants

1,500,857,437

 

-

 

113,151

 

-

 

-

 

 

 

113,151

Net comprehensive loss for the period

-

 

-

 

-

 

-

 

-

 

(1,240,396)

 

(1,240,396)

Balance at 30 June 2026 (Unaudited)

26,470,185,930

 

-

 

52,203,673

 

-

 

1,660,533

 

(55,808,757)

 

(1,944,551)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at 1 January 2025 (Audited)

1,000,000,000

 

271,255

 

49,255,030

 

323,725

 

1,547,211

 

(48,652,842)

 

2,744,379

Employee share-based compensation

-

 

-

 

-

 

 

 

57,494

 

-

 

57,494

Net proceeds allocated to the issuance of ordinary shares

3,813,863,633

 

1,048,177

 

(27,691)

 

 

 

-

 

 

 

1,020,486

Shares allotted

222,500,000

 

61,009

 

262,716

 

(323,725)

 

-

 

-

 

-

Expenses paid in shares and warrants

 

 

 

 

9,232

 

 

 

-

 

 

 

9,232

Net comprehensive loss for the period

-

 

-

 

-

 

 

 

-

 

(2,124,278)

 

(2,124,278)

Balance at 30 June 2025 (Unaudited)

5,036,363,633

 

1,380,441

 

49,499,287

 

-

 

1,604,705

 

(50,777,120)

 

1,707,313

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at 1 January 2025 (Audited)

1,000,000,000

 

271,255

 

49,255,030

 

323,725

 

1,547,211

 

(48,652,842)

 

2,744,379

Employee share-based compensation

-

 

-

 

-

 

-

 

90,844

 

-

 

90,844

Net proceeds allocated to the issuance of ordinary shares

8,809,328,493

 

1,270,497

 

260,984

 

-

 

-

 

(189,057)

 

1,342,424

Shares to be allotted

222,500,000

 

61,009

 

262,716

 

(323,725)

 

-

 

-

 

-

Expenses paid in shares and warrants

-

 

-

 

9,232

 

-

 

-

 

-

 

9,232

Conversion to non-par value

-

 

(1,602,761)

 

1,602,761

 

-

 

-

 

-

 

-

Net comprehensive loss for the year

-

 

-

 

-

 

-

 

-

 

(5,726,462)

 

(5,726,462)

Balance at 31 December 2025 (Audited)

10,031,828,493

 

-

 

51,390,723

 

-

 

1,638,055

 

(54,568,361)

 

(1,539,583)

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

STATEMENT OF CASH FLOWS

 

US dollars

 

Six months ended

30 June

Year ended

31 December

 

2026

2025

2025

 

Unaudited

Audited

 

 

 

 

Operating activities

 

 

 

Net comprehensive loss for the period

(1,240,396)

(2,124,278)

(5,726,462)

 

 

 

 

Non-cash adjustments

 

 

 

Depreciation of property and equipment

150,560

127,970

260,028

Depreciation of right of use asset

167,200

167,200

439,068

Share-based compensation

22,478

57,494

90,844

Amortisation of intangible assets

186,411

480,690

           961,380

Impairment of intangible assets

-

-

        1,578,660

Amortisation of liabilities

26,276

50,132

77,674

Lease liability Interest

18,812

36,418

65,134

Foreign exchange losses on cash balances

8,709

(4,045)

(24,196)

Capital Loss

-

255

254

Revaluation of financial instruments, net

(56,582)

96,308

(218,087)

Expenses paid in shares and options

113,151

9,232

9,232

 

 

 

 

Net changes in working capital

 

 

 

Decrease (Increase) in trade receivables

54,083

195,071

261,122

Decrease (Increase) in other current assets

41,701

5,586

28,342

Decrease (Increase) in other long-term assets

-

(8,227)

100,340

Increase (decrease) in trade payables

(118,441)

(863,035)

(33,429)

Increase (decrease) in other liabilities

126,695

441,586

1,007,903

Increase (decrease) in IIA royalty liability

-

-

(3,796)

Increase (decrease) in other non current liabilities

-

457,630

-

Net cash used in operating activities

(499,343)

(874,013)

(1,125,990)

 

 

 

 

Investing activities

 

 

 

Deposits to short-term financial assets

-

(2,938)

-

Net cash used in investing activities

-

(2,938)

-

 

 

 

 

Financing activities

 

 

 

Proceeds allocated to ordinary shares

743,111

1,118,293

1,434,248

Proceeds allocated to warrants

72,771

67,987

205,445

Issuance costs

(43,312)

(103,548)

(91,824)

Repayment of lease liability

(263,936)

(222,790)

(464,971)

Net cash provided by financing activities

508,634

859,942

1,082,898

 

 

 

 

Net change in cash and cash equivalents

9,291

(17,009)

(43,092)

Cash and cash equivalents, beginning of year

31,817

50,713

50,713

   Exchange differences on cash and cash equivalents

(8,709)

4,045

24,196

Cash and cash equivalents, end of period

32,399

37,749

31,817

 

 

 

 

 

 

Supplementary information:

 

 

 

Interest paid during the period

 

-

25,455

Interest received during the period

-

39

1,270

 

 

 

 

Supplementary information on non-cash activities:

 

 

 

Shares issued pursuant to share subscription agreement

-

-

9,232

Expenses paid in shares and warrants

113,151

9,232

218,168

The accompanying notes are an integral part of the interim financial statements.

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 - NATURE OF OPERATIONS

ETHERNITY NETWORKS LTD. (hereinafter: the "Company"), was incorporated in Israel on the 15th of December 2003 as Neracore Ltd. The Company changed its name to ETHERNITY NETWORKS LTD. on the 10th of August 2004.

 The Company provides innovative, comprehensive networking and security solutions on programmable hardware for accelerating telco/cloud networks performance. Ethernity's FPGA logic offers complete Carrier Ethernet Switch Router data plane processing firmware, PON MAC firmware and control software with a rich set of networking features, robust security, and a wide range of virtual function accelerations to optimise telecommunications networks. Ethernity's complete solutions quickly adapt to customers' changing needs, improving time-to-market and facilitating the deployment of 5G, edge computing, and different NFV appliances including wireless backhaul with wireless link bonding, 5G UPF, 5G CU and vRouter offload with the current focus on 5G emerging appliances. The Company’s customers are situated worldwide.

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES

Basis of presentation of the financial statements and statement of compliance with IFRS

The interim condensed financial statements for the six months ended 30 June 2026 have been prepared in accordance with IAS 34, Interim Financial Reporting. The interim condensed financial statements do not include all the information and disclosures required in the annual financial statements in accordance with IFRS and should be read in conjunction with the Company's annual financial statements as at 31 December 2025. The accounting policies applied in the preparation of the interim condensed financial statements are consistent with those followed in the preparation of the Company’s annual financial statements for the year ended 31 December 2025.

The interim condensed financial statements for the half-year ended 30 June 2026 (including comparative amounts) were approved and authorized for issue by the board of directors on 28 September 2026.

NOTE 3 - GOING CONCERN

Management has determined that the balance of cash and cash equivalents as of June 30, 2026 (and as of the date of the approval of these financial statements), together with other current available resources, is not sufficient for the Company to fund its current obligations including arrears for payment of certain of its liabilities as specified in the Company’s annual financial statements as at 31 December 2025. However, the Company has implemented plans to meet these and future obligations.   

The Company’s ongoing operations are dependent on Management’s plans for securing funds including through further design services and recurring royalty revenue from existing customers, monetizing its patent portfolio, including strategic options to maximize the value of its intellectual property assets.

However, the success of the Company’s plans to secure further design services, monetize its patent portfolio and closing a strategic deal as outlined above is not assured and thus a material uncertainty exists that may cast a significant doubt on the Company’s ability to continue as a going concern and fulfil its obligations and liabilities in the normal course of business in the future. The financial statements do not include any adjustments relating to recoverability and classification of the recorded asset amounts, and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

 

 

NOTE 4 - SIGNIFICANT EVENTS

  EQUITY RELATED TRANSACTIONS DURING THE ACCOUNTING PERIOD

 

During the 6 month period ended 30 June 2026, ordinary shares of the Company were issued, as follows:

 

 

Note

 

Number of

ordinary shares

 

 

 

 

Issuance of shares (issued together with warrants)

[1]

 

14,937,500,000

Issuance of shares to Directors

[2]

 

1,500,857,437

 

 

 

16,438,357,437

 

 

[1] Issuance of shares, issued together with warrants

 

In February 2026, in two separate transactions with the same terms, the Company issued 14,937,500,000 shares attached to, a corresponding 14,937,500,000 warrants. Each share with its attached warrant was issued for 0.004 pence per share, realising gross proceeds of $0.82 million (£0.60 million) and net cash proceeds after issuance expenses of $0.77 million (£0.56 million).

 

Each warrant is exercisable at 0.004 pence per share expiring 12 months later, in February 2027. The warrants are not transferable, are not traded on an exchange and have an accelerator clause, whereby these warrants may be called by the Company if the closing mid-market share price of the Company equal or exceed 0.006 pence per share over a 5-consecutive day period. If such 5-consecutive day period condition is met, the Company may serve notice on the warrant holders to exercise their relevant warrants within 7 calendar days, failing which, such remaining unexercised warrants shall be cancelled.

 

As the exercise price of the warrants is denominated in GBP and not in the Company's functional currency, it was determined that the Company's obligation under such warrants cannot be considered as an obligation to issue a fixed number of equity instruments in exchange for a fixed amount of cash. Accordingly, it was determined that such warrants represent a derivative financial liability required to be accounted for at fair value through the profit or loss category. Upon initial recognition the Company allocated the gross proceeds as follows: an amount of $0.75 million was allocated to the share capital with the remainder of the proceeds of $0.07 million recorded as a derivative warrants liability. The issuance expenses of approximately $0.05 million were allocated in a consistent manner to the above allocation. The expenses related to the warrant component were carried to profit or loss as an immediate expense while the expenses related to the share capital component were netted against the amount carried to equity, thereby reducing the share premium. In subsequent periods the company measures the derivative financial liability at fair value and the periodic changes in fair value are carried to profit or loss under financing costs or financing income, as applicable. The fair value of the derivative warrant liability is categorized as level 3 of the fair value hierarchy.

 

The fair value valuation of the warrants was based on the Black-Scholes option pricing model, calculated in two stages. Initially, the fair value of these call warrants issued to investors were calculated, assuming no restrictions applied to such call warrants. As the Company, under certain circumstances, has a right to force the investors to either exercise their warrants or have them cancelled, the second calculation calculates the value of the warrants as call warrants that were issued by the investor to the company. The net fair value results from reducing the call investor warrants fair value from the call warrants fair value, as long as the intrinsic value of the call warrants (share price at the period end, less exercise price of the warrants) is not greater than such value. Should the intrinsic value of the warrants be higher than the Black-Scholes two stage method described above, then the intrinsic value of the warrants is considered to be a more accurate measure to use in determining the fair value. The following factors were used in calculating the fair value of the warrants at their issuance:

 

Risk free rate     3.5%

Volatility              162.5%

 

As at 30 June 2026, none of these warrants have been exercised. 

 

 

[2] Issuance of shares to Directors

 

In March 2026, as part of the agreed share element component of Mr. Albagli’s remuneration as non-Executive Chairman, the Company issued 6,936,578 shares to him for the period from 1 March 2024 to 28 February 2025 at an average issue price of 0.43p per share, and 143,920,859 shares in respect of the period from 1 March 2025 to 28 February 2026, at an average issue price of 0.02p per share.

 

In addition, during March 2026, the following directors agreed to convert unpaid salaries and fees owing to them, into shares of the Company, at the same price as the February 2026 capital raise (0.004 pence per share), however these directors did not receive any associated warrants.

 

 

 

Director

Amount converted (in thousands)

 

Shares received

GBP

USD

 

 

 

 

David Levi

30

40

750,000,000

Shavit Baruch

12

16

300,000,000

Joseph (Yosi) Albagli

12

16

300,000,000

 

 

 

1,350,000,000

 

NOTE 5 -  FINANCING COSTS

 

US dollars

 

Six months ended

30 June

Year ended

31 December

 

2026

2025

2025

 

Unaudited

Audited

 

 

 

 

Bank fees and interest

96,768

4,899

226,869

Lease liability financial expenses

18,812

36,418

65,134

Expenses allocated to issuing warrants

4,250

96,308

12,292

Exchange rate differences, net

154,058

189,714

250,532

Total financing costs

273,888

327,339

554,827

 

NOTE 6 - FINANCING INCOME

 

US dollars

 

Six months ended

30 June

Year ended

31 December

 

2026

2025

2025

 

Unaudited

Audited

 

 

 

 

Revaluation of warrant derivative liability

56,582

-

218,087

Revaluation of liability related to share subscription agreement and structured investment deed, measured at FVTPL

-

-

53,333

Interest received

-

39

-

Exchange rate differences, net

-

-

1,270

Total financing income

56,582

39

272,690

 

NOTE 7 -      SEGMENT REPORTING

The Company has implemented the principles of IFRS 8, in respect of reporting segmented activities. In terms of IFRS 8, the management has determined that the Company has a single area of business, being the development and delivery of high-end network processing technology.

The Company's revenues are divided into the following geographical areas:

 

 

US dollars

 

Six months ended

30 June

Year ended

31 December

 

2026

2025

2025

 

Unaudited

Audited

 

 

 

 

Israel

124,262

99,851

205,424

United States

292,305

498,748

844,498

 

416,567

598,599

1,049,922

 

The Company's revenues are divided into the following geographical areas:

 

%

 

Six months ended

30 June

Year ended

31 December

 

2026

2025

2025

 

Unaudited

Audited

 

 

 

 

Israel

29.8%

16.7%

19.6%

United States

70.2%

83.3%

80.4%

 

100.0%

100.0%

100.0%

 

Revenue from customers in the company's domicile, Israel, as well as its major market, the United States, have been identified on the basis of the customer's geographical locations.

 

 

 

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