Seegnial Inc.
(Formerly Reem Capital Corp.)
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
For the year ended December 31, 2025
Management's Discussion and Analysis

The following Management’s Discussion and Analysis (the “MD&A”) of the financial condition and results of operations of Seegnial Inc. (“Seegnial Inc”, “we”, “our”, “us”, or the “Company”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the year ended December 31, 2025. This discussion should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2025, together with the notes thereto (the “Financial Statements”). The Financial Statements have been prepared in accordance with International Financial Reporting Standards ("IFRS® Accounting Standards") as issued by the International Accounting Standards Board.

This MD&A contains forward-looking information that is subject to risk factors including those set out under “Forward Looking Information” below and elsewhere in this MD&A, including under “Risk Factors”. All amounts are reported in US dollars, unless otherwise noted. This MD&A has been prepared as of May 13, 2026, unless otherwise indicated.

For the purposes of preparing this MD&A, management, in conjunction with the board of directors of the Company (the “Board”), considers the materiality of information with reference to all relevant circumstances, including potential market sensitivity.

Certain information and discussion included in this MD&A constitutes forward-looking information. Readers are encouraged to refer to the cautionary notes contained in the section Forward-Looking Statements at the end of the MD&A.

Cautionary Notes Regarding Forward-Looking Information

Statements contained in this MD&A that are not historical facts are forward-looking information and forward-looking statements as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”) that involve risks and uncertainties. These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. In certain cases, forward-looking statements can be identified by the use of words such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”.

In making such forward-looking statements, the Company has made assumptions regarding, amongst other things, statements with respect to the future revenues; capital expenditures; costs, timing and future plans concerning the timing of signing new customers; currency fluctuations; requirements for additional capital; government regulation. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, risks related to operations; termination or amendment of existing contracts; labor disputes and other risks of the industry; as well as those factors discussed in the section entitled “Risk Factors” in this MD&A. Although the Company has attempted to identify important factors that may cause actual actions, events or results to differ materially from those

described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended.

There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date of this MD&A or as of the date specified in such statement and the Company assumes no obligation to update or revise them to reflect new events or circumstances, except as may be required by law.

Corporate Structure and Business Description

Seegnal Inc. (formerly Reem Capital Corp.) (the "Company" or "Seegnal") was incorporated pursuant to the provisions of the Business Corporations Act of British Colombia on March 29, 2021. Prior to the completion of the Qualifying Transaction with Kalron Holdings Ltd. ("Kalron"), completed on August 28, 2025 (the "Qualifying Transaction"), the Company had no operating business and was a Capital Pool Company as defined in the TSX Venture Exchange ("TSX-V" or "TSX Venture") Policy 2.4. The principal business of the Company was the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. Following the completion of the Qualifying Transaction, the Company, through its Israeli subsidiary Kalron, is an Israeli based med-tech software as a service ("Saas") company focused on the development and commercialization of a patient-centric clinical decision support system designed to mitigate drug-related problems at the point of care. The Company's registered office is Suite 3810, Bankers Hall West, 888 - 3rd Street SW Calgary, Alberta Canada T2P 5C5.

Kalron was incorporated on December 7, 2017 in Israel. Kalron conducts its operations through its wholly owned subsidiary - Seegnal eHealth Ltd., a company incorporated in Israel ("Seegnal Israel"). Seegnal Israel developed and owns the Seegnal Israel platform - a patient-centric decision support system, designated for handling and mitigating risks of drug related problems by healthcare professionals making use of the platform for reference and decision support while treating and/or dispensing drugs/substances to patients. Seegnal Israel's head office is located at HaDuvdevan Street 9, Kiryat Ono, Israel. Kalron's head office is located at Yael Mun St 1, Ramat Hasharon, Israel.

Seegnal Israel was founded in 2015 as a wholly owned subsidiary of Teva Pharmaceuticals Industries Ltd. to develop a clinical decision support system software for clinicians at the point of care to improve patient care, experience, and outcomes, streamlining clinician prescription management workflow to substantially lower healthcare expenditures. Seegnal Israel started by developing and marketing patient-tailored SaaS CDSS to reduce the "Alert Fatigue" phenomena that were perceived as the cause of adverse drug reactions ("ADRs"). According to the World Health Organization, "ADRs are estimated to be between the 4th and 6th most common cause of death worldwide, taking their place among other prevalent causes of mortality such as heart disease, cancer, and stroke."

Over time, Seegnal identified that placing the individual patient at the center (instead of the medication) by tailoring logic specific to that same certain patient is between the factors to reduce adverse drug reactions. Currently, Seegnal's base product is an electronic medical record add-on that allows physicians in a single-glance window to manage and mitigate any possible medication risks within seconds, only when needed. In a study done in Brigham's Women's Hospital, Seegnal Israel interrupted physicians only 4% of the time (once per patient) compared to Seegnal's Israel competitor, EPIC electronic medical record which they use (the electronic medical record market leader in the U.S. with 51.5% of the total number of hospitals beds in the U.S.) which interrupted them 59.5% of the time, demonstrating the superiority of Seegnal's system has much better sensitivity and specificity in comparison. A copy of this research article is accessible on Seegnal's website at www.seegnal.com/publications.

In 2017, Seegnal Israel was purchased from Teva by Kalron. As part of the acquisition, Kalron committed to continuing to employ Seegnal’s Israel employees and paying Teva (directly and indirectly) certain future consideration as well as royalties on sales. Kalron, through its subsidiary Seegnal Israel, has developed a vast intellectual property portfolio. The SaaS based technology contains over 1500 specific algorithms, and includes three registered patents in the United States, and one registered patent in Canada, all in the areas of graphical user interface and workflow. The Seegnal Israel system’s functional disruptive graphical user interface approach, on the one hand, and the technical capability to introduce the individual patient at the center when providing clinical recommendations, on the other hand. In a study done in Brigham’s Women’s Hospital, Seegnal Israel reduced the physicians’ workload by over 60% compared to EPIC’s system, while providing over 98% alert accuracy and automating alternative therapy resolution suggestions, saving physicians time from researching for alternatives manually. A copy of this research article is accessible on Seegnal’s website at www.seegnal.com/publications.

In 2023, Seegnal Israel finished an actual live proof of concept in a hospital, demonstrating the capability of its newest product (expansion of the base product), while reducing adverse drug reactions. With that, Seegnal Israel is among several companies worldwide that can provide end-to-end precision medication alerts guidance with significantly reduced adverse drug reactions, both because of contraindications and patient-to-medication interaction.

The Seegnal platform is currently a “standard of care” system for over 10,000 clinicians who use it monthly to prescribe medications to their patients. The product scans several hundreds of thousands of prescriptions every day.

Qualifying Transaction

On August 28, 2025, the Company completed the Qualifying Transaction.

On August 21, 2025, in connection with the Qualifying Transaction, the Company completed a non-brokered private placement for aggregate gross proceeds of CAD$1,415,000 ($1,018 thousand), and issued 1,768,750 Common Shares and 1,768,750 warrants of the Company to purchase the same amount of Common Shares at an exercise price of CAD$1.20 for a period of two years from the grant date (“Warrants”).

Also in connection with the Qualifying Transaction, on August 21, 2025, Kalron completed a non-brokered private placement for an aggregate of CAD$2,051,732 ($1,476 thousand) and issued 2,564,665 Kalron shares and the rights to receive the same amount of Warrants (“Kalron Private Placement”).

On August 28, 2025, immediately prior to the closing of the Qualifying Transaction, all of Kalron’s convertible securities converted into 29,763,253 shares of Kalron such that immediately prior to the closing of the Qualifying Transaction, there were 38,888,228 Kalron Shares issued and outstanding (including the Kalron shares from the Kalron Private Placement).

Following the closing of the Qualifying Transaction, on August 28, 2025, all the shareholders of Kalron converted their Kalron shares into 38,888,228 shares of the Company representing approximately 80.15% of the shares in the Resulting Issuer. Kalron shareholders also received 27,705,084 Warrants.

As a result of the Qualifying Transaction, Kalron is now a wholly-owned subsidiary of the Company and the Company changed its name to Seegnal Inc.

Immediately following completion of the Qualifying Transaction, former Kalron shareholders owned approximately 80% of the outstanding shares of the resulting issuer.

For accounting purposes, Kalron was considered the accounting acquirer and the Company was considered the acquired company. Since the Company’s operations did not constitute a business, the acquisition of the Company is not a business combination pursuant to IFRS 3 and the Qualifying Transaction is accounted for as a reverse takeover of the publicly traded company. The reverse takeover will be accounted for under IFRS 2 Share-based Payments. Accordingly, the acquisition of the Company is accounted at the fair value of the consideration transferred by the accounting acquirer, which is the fair value of the equity instruments Seegnal Israel would have had to issue to the owners of the Company to effect the transaction. The difference between the net assets acquired and the fair value of the consideration granted are treated as a listing expense.

In connection with the Qualifying Transaction, on August 22, 2025, the Company effected 1-for-3.16 reverse splits of its issued and outstanding common shares, pursuant to which holders of the Company’s common shares received 0.316 of a common share for every one common share. All share amounts have been retroactively restated for all periods presented.

On August 30, 2025, the Company announced that it has changed its financial year-end from August 31, to December 31. The date of Seegnal’s first financial year end subsequent to the Qualifying Transaction is December 31, 2025.

Overall Performance

The Company’s strategy during the year ended December 31, 2025 and subsequent thereto has been to stabilize operations following the Qualifying Transaction, focus commercial efforts on enterprise-scale healthcare customers in Israel and search for a product-market-fit in the United States, rationalize operating costs through organizational restructuring and automation; and discontinue non-core or non-viable initiatives (including pharmacogenomics-based precision medication development and certain international markets).

The Company remains in a development and early commercialization stage and continues to incur operating losses. Management’s primary performance focus is therefore on liquidity preservation, cost containment, and advancing commercial adoption with large institutional customers.

Business Overview - Operations

Reorganization

On November 17, 2025, the Company announced the appointment of Elad Bibi-Aviv as Chief Executive Officer (“CEO”) of Seegnal Inc. effective December 16, 2025.

Following his recent appointment, the CEO has completed an extensive strategic and operational review of the business, engaging closely with key stakeholders across all functions. As a result of this comprehensive assessment, the CEO has initiated a series of targeted actions aimed at sharpening the Company’s strategic focus, optimizing its cost structure, and enhancing overall execution. These initiatives are designed to better align resources with the Company’s highest-value opportunities, streamline decision-making processes, and position the organization for sustainable long-term growth and value creation. The Board fully supports this proactive approach and believes these steps will strengthen the Company’s competitive positioning going forward.

To optimize operational efficiency and ensure long-term sustainability, the Company is implementing a strategic restructuring that involves a reduction in overall headcount. This transition is being facilitated by the integration of agentic AI workflows and advanced automation, which are designed to streamline core processes while maintaining high service standards. These measures are being taken with the goal of achieving significant cost savings and enhancing technical agility. By replacing manual interventions with automated solutions, the Company aims to fortify its financial position and support its commitment to sustainable performance.

Commercial Focus

The Company currently generates all of its revenues from its operations in Israel, while actively pursuing business expansion opportunities in the United States. The Company focuses on offering a specialized product categorized under enterprise sales. This commercial model targets medium and large-scale healthcare organizations and management systems, such as health maintenance organizations (“HMOs”), clinics, senior care facilities and hospital networks. The enterprise-grade platform is designed to integrate into complex clinical workflows to drive high-volume, institutional adoption.

As of December 2025, following a strategic review of the current market landscape, the Company concluded that current business opportunities in the DNA analysis sector have not achieved the necessary commercial success to remain viable has therefore decided to discontinue the development and promotion of its pharmacogenomics-based precision medication layer for the foreseeable future.

Israel

Israel is the primary market for Seegnal’s products. Two of Israel’s four HMOs are using the Company’s system, through long-term licensing agreements in national deployment. In addition, one of the largest hospital facilities in the country uses the system, which was awarded to the Company following a public tender process. The largest hospital in Tel Aviv completed its onboarding of the system in March 2025 and expanded the agreement term period through to December 31, 2027, with an option to extend the engagement through December 31, 2031.

On September 22, 2025, the Company entered a new six-year contract extension with Maccabi Health Services, securing their partnership through September 2031 with an additional two-year option. This strategic expansion leverages Seegnal's ability to reduce alert fatigue and improve clinician satisfaction within Israel's second-largest HMO.

On April 28, 2025, the Israeli Government Medical Centers Directorate announced Ness E.S. Ltd. (“Ness”) as the winning vendor for a public tender to provide an MDSS that includes the Seegnal system, in some government hospitals in Israel for ensuing 10 years. As far as Seegnal Israel is aware, Ness signed the formal agreement to execute the public tender. Seegnal Israel acts as a vendor to Ness for this project. Based on recent information, Seegnal’s management understands that the system’s implementation may be delayed, and there is currently no definitive timeline for when the implementation will occur or if the tender will be fully executed as planned.

United States

The Company has identified a significant strategic opportunity within the U.S. long-term care and primary care sectors. Currently, management is in the preliminary stages of exploring these markets to formally quantify the potential commercial impact and long-term scalability.

Effective March 17, 2026, Seegnal US Inc. (a subsidiary of the Company) entered into a non-binding Memorandum of Understanding (“MOU”) with Mass General Brigham (“MGB”) to establish a framework for evaluating Seegnal’s clinical decision support tool in an outpatient setting. The MOU will facilitate discussions regarding pilot objectives, workflow integration, and success parameters. Under the envisioned roles, MGB will provide access to the clinical environment while Seegnal would be responsible for software configuration, training, and technical collaboration. The MOU remains in effect for one year or until it is superseded by a definitive agreement setting out the binding commercial and legal terms of the Company and MGB. At present management is unable to determine when the Company may enter into a definitive agreement, and on what terms.

International Markets – Poland, EU, UK and UAE

At present, and following a review of all relevant factors, Seegnal’s management has decided to refocus its current market expansion efforts on increasing market share in Israel and pursuing opportunities in the

United States. As a result, Seegnal has paused its efforts to expand into the Polish, EU, UK and UAE markets.

The decision to pause efforts in Poland, and by extension, the European Union, resulted from an assessment in relation to the possible need for a Class IIa/IIb recertification to ensure compliance with the EU's Medical Device Regulation, and the resulting complexities and business risks involved in pursuing entrance into these markets. As a result, Seegnal and its partner in Poland, Seegnal Polska Sp. z o.o. ceased discussions and activities in Poland and the EU.

In the United Arab Emirates ("UAE"), Abu Dhabi Stem Cells Center elected to terminate its exclusive licensing and integration agreement initially entered into in October 2021 with Seegnal Israel. Consequently, the licensing phase under that agreement expired on December 31, 2025 and all access to the platform has ceased. Seegnal is not, at present, pursuing further business opportunities within the UAE.

In December 2024, The Company submitted its "Virtual Digital Pharmacist" for the United Kingdom's G-Cloud 14 framework, registering it as a cloud software service. This listing enables UK public sector entities, including NHS trusts and hospitals, to acquire Seegnal's clinical decision-support tools through a simplified procurement process that bypasses traditional, lengthy tenders. The system is designed to enhance patient safety by identifying drug-related problems via an Electronic Medical Record (EMR) plugin. However, following an extended search for local partnerships that yielded no commercial success, Seegnal is no longer, at present, pursuing further business opportunities within the UK market.

Seegnal may in the future seek to re-enter these and other international markets, however management believes that its current strategy, focusing on product development and enhancement, marketing and sales, and market expansion in Israel and the United States will provide Seegnal with the necessary avenues for growth, and that Seegnal's long-term outlook remains unchanged as a result of the refocus. Entry in to new markets, including the United States, will require Seegnal to invest capital to refine its products to suit the applicable market, and to establish a sales and marketing program. It is likely that Seegnal will be required to obtain financing in order to enter new markets, and there is no guarantee that Seegnal will be able to obtain such financing on favorable terms, or at all.

Selected Financial Information

The following financial data prepared in accordance with IFRS Accounting Standards in thousands of US dollars is presented for the years ended December 31, 2025, and December 31, 2024.

	Year ended December 31,
	2025	2024
Revenues	$ 1,263	$ 1,365
Cost of revenues	(1,255)	(1,333)
Gross profit	8	32
Expenses
Research and development costs	549	478
Sales and marketing expenses	649	752
General and administration costs	1,663	1,388
Total expenses	2,861	2,618
Operating loss before undernoted items	(2,853)	(2,586)
Change in fair value of financial instruments	(4,704)	1,842
Fair value change in warrant liability	2,876	-
Listing expenses	(1,438)	-
Interest expense, net	(247)	(150)
Foreign currency translation gain	158	34
	(3,355)	1,726
Net loss and comprehensive loss for the year	$ (6,208)	$ (860)
Basic and fully diluted loss per share	$ (0.31)	$ (0.13)
Weighted Average Number Of Shares Outstanding	19,867,766	6,560,310

Year ended December 31, 2025, compared to the year ended December 31, 2024

Revenues

For the year ended December 31, 2025, revenues amounted to $1,263 thousand (year ended December 31, 2024- $1,365 thousand). The decrease is due to reduced revenues in the UAE.

Cost of revenues

For the year ended December 31, 2025, cost of revenues amounted to $1,255 thousand (year ended December 31, 2024- $1,333 thousand). The decrease in cost of revenues during the year ended December 31, 2025 is as a result of decrease in databases and IT expenses and depreciation.

Research and development costs, net

For the year ended December 31, 2025, research and development costs amounted to $549 thousand (year ended December 31, 2024- $478 thousand). The increase during the year ended December 31, 2025, relates to an increase in share-based compensation, subcontractors and databases and IT.

Sales and marketing expenses

For the year ended December 31, 2025, Sales and marketing expenses amounted to $649 thousand (year ended December 31, 2024- $752 thousand). The decrease in marketing expenses during the year ended December 31, 2025 relates to a decrease in share-based compensation.

General and administrative expenses

For the year ended December 31, 2025, general and administrative expenses amounted to $1,663 thousand (year ended December 31, 2024- $1,388 thousand). The decrease in general and administrative expenses

during the year ended December 31, 2025 relates to a decrease in payroll and related expenses and share based compensation, partially offset by increase in professional fees.

Finance income (expenses)

For the year ended December 31, 2025, financial expenses amounted to $(3,355) thousand (year ended December 31, 2024- finance income of $1,726 thousand). The financial income (expenses) consist of change in fair value of convertible debentures of $(4,704) thousand, change in fair value of warrant liability of $2,876 thousand, listing expenses of $(1,438) thousand interest expenses of $(247) thousand and foreign exchange gain of $158 thousand (year ended December 31, 2024 - change in fair value of convertible debentures of $1,842 thousand, interest expenses of $(150) thousand and foreign exchange gain of $34 thousand).

Net losses

The Company reported a net and comprehensive loss for the year ended December 31, 2025 of $6,208 thousand (year ended December 31, 2024- $860 thousand).

Inflation

During the year ended December 31, 2025 and the year ended December 31, 2024, inflation has not had a material impact on the Company's operations.

Summary of Quarterly Results (in thousands of US dollars)

	Quarter ended 31-Dec-25	Quarter ended 30-Sept-25	Quarter ended 30-Jun-25	Quarter ended 31-Mar-25
Net loss	$ (1,336)	$ (3,222)	$ (857)	$ (793)
Net loss and comprehensive loss	$ (1,336)	$ (3,222)	$ (857)	$ (793)
Net gain (loss) per share	$ 0.10	$ (0.16)	$ (0.13)	$ (0.12)
	Quarter ended 31-Dec-24	Quarter ended 30-Sept-24	Quarter ended 30-Jun-24	Quarter ended 31-Mar-24
Net gain (loss)	$ 1,887	$ (867)	$ (736)	$ (1,144)
Net gain (loss) and comprehensive loss	$ 1,887	$ (867)	$ (736)	$ (1,144)
Net loss per share	$ 0.28	$ (0.13)	$ (0.11)	$ (0.17)

Liquidity

Liquidity is a measure of a company's ability to meet potential cash requirements. The Company has historically met its capital requirements through the issuance of common shares.

Since its inception, Kalron and Seegnal Israel had invested majority of its funds in development of the Seegnal platform resulting in accumulated losses amounting to approximately $37 million and presented negative cash flows from its operating activities. The continuance of the Company's operations is subject to continued financing from its shareholders and other investors. These conditions indicate the existence of material uncertainties that may cast significant doubt on the entity's ability to continue as a going concern. Management's plans in this regard include continued development, marketing and selling of its services as well as seeking additional financial arrangements. Management believes that these plans are appropriate and feasible. Therefore, the financial statements have been prepared on a going concern basis, which assumes that Seegnal will continue in operational existence for the foreseeable future.

However, if Seegnal is unable to achieve the expected outcomes of these initiatives, it may be unable to realize its assets and discharge its liabilities in the normal course of business. Under these circumstances, adjustments may be required to reduce the carrying value of assets to their recoverable amounts, reclassify non-current assets and liabilities as current, and provide for additional liabilities.

Financial position

As at December 31, 2025, the Company had total assets of $897 thousand and a net deficit position of $2,331 thousand. This compares with total assets of $580 thousand and a net deficit position of $15,228 thousand as at December 31, 2024. The Company had current liabilities of $2,000 thousand as at December 31, 2025, as compared with $15,808 thousand as at December 31, 2024.

As at December 31, 2025, the Company had negative working capital of $1,162 thousand compared to a negative working capital of $15,240 thousand as at December 31, 2024. The Company had cash on hand of $678 thousand as at December 31, 2025, compared with $200 thousand as at December 31, 2024.

As of December 31, 2025, the Company has an accumulated deficit of $36,637 thousand ($30,429 thousand as of December 31, 2024).

Capital Resources and liquidity

The financial statements have been prepared on a going concern basis whereby the Company is assumed to be able to realize its assets and discharge its liabilities in the normal course of operations. The financial statements do not reflect adjustments that would be necessary if the going concern assumption were not appropriate. If the going concern assumption was not appropriate for the financial statements, then adjustments of a material nature would be necessary in the carrying value of assets such as petroleum and natural gas licenses, liabilities, the reported expenses, and the balance sheet classifications used. Management continues to pursue financing opportunities for the Company to ensure that it will have sufficient cash to carry out its planned exploration program beyond the next year.

Year ended December 31, 2025

During the year ended December 31, 2025 the Company's overall position of cash increased by $318 thousand. This increase can be attributed to the following activity:

Cash flows used in operating activities were $2,160 thousand.
Cash flow used in investing activities for the year ended December 31, 2025 of $264 thousand was the result of change in restricted deposits, payments for property, plant and equipment and reverse takeover (RTO).
Cash flow generated from financing activities for the year ended December 31, 2025 of $2,214 thousand was the result of receipt of subscription receipts, shareholder loans received and proceeds from issuance of shares, proceeds of short-term loans from bank, offset by the repayment of certain bank loans.

Year ended December 31, 2024

During the year ended December 31, 2024 the Company's overall position of cash increased by $152 thousand. This increase can be attributed to the following activity:

Cash flows used in operating activities were $1,828 thousand.
Cash flow used in investing activities for the year ended December 31, 2024 of $120 thousand was the result of change in restricted deposits.
Cash flow generated from financing activities for the year ended December 31, 2024 of $2,100 thousand was the result of repayment and proceeds of loans from bank, interest paid for lease liabilities and receipt of proceeds from convertible debentures and subscription receipts.
As of December 31, 2025, the Company has a negative working capital of $1,162 thousand (December 31, 2024 – negative working capital of $15,240 thousand).

As discussed above, the Company is required to undertake specific changes and reorganization and will generate positive operating cash flows in the near future. The Company therefore remains dependent on debt and equity financings, and although it has been successful in the past in raising funds to continue its operations, there can be no assurance that adequate funding will be available in the future, or available under terms favorable to the Company.

Commitments

Litigation

As of December 31, 2025, and 2024, the Company was not a party to any litigation or other legal proceedings that the Company believes could reasonably be expected to have a material adverse effect on the Company’s business, results of operations and financial condition.

Development and exclusive technology license agreement

In December 2015, a development and exclusive technology license agreement ("DLA") was signed between Teva and University of Washington ("the University"), which was transferred to Seegnal Israel in November 2017 by virtue of the ASPA. The University developed a technology related to drug interaction DDIB Platform as defined in the DLA. Furthermore, the University extracted the data from the DDIB Platform into a new transmittal database for Seegnal Israel's use ("Data"). Seegnal obtained certain exclusive rights for the commercial deployment of the University Data.

Under the agreement, as amended, Seegnal Israel was required to pay on a quarterly basis an amount equal to 6% of the relevant quarterly Net Sales (with a minimum (non-cumulative basis) of $75 thousand commitment to the University ("Minimum Quarterly Royalties"/"MQR"). The Company has recorded a provision for the MQR payments in the amount of $535 thousand, being the amount invoiced by the University through to December 31, 2022. Since December 31, 2022, the University has not updated Data and such Data is no longer in use by Seegnal Israel.

Royalty Payments and future consideration to Teva

On November 30, 2017, an ASPA was signed between Teva and Kalron, for the purchase of the Seegnal’s assets and shares.

Pursuant to the ASPA, Teva will be entitled to receive from Kalron certain contingent one-time cash payment and royalties as summarized below. Furthermore, until the occurrence of certain milestones related to the Seegnal's operating results as defined in the ASPA, Kalron has a funding obligation towards Seegnal and should use reasonable commercial efforts to fund Seegnal.

Seegnal is committed to pay Teva royalties at a rate of 5% of revenues, until the earlier of (i) a maximum royalty payment of $7,500 thousand or (ii) December 31, 2027.

The Company is further obligated to pay Teva between $350 thousand and $3,000 thousand upon the sale of the Seegnal business, as defined in the agreement, at a value between $3,000 thousand and $50,000 thousand.

Royalty expenses due to Teva, for the years ended December 31, 2025 and 2024 were approximately $45 thousand and $51 thousand, respectively recorded in cost of revenues.

Royalty Payments and future consideration to the Israeli Ministry of Economy

During May 2019, the Israeli Ministry of Economy approved funding participation of Seegnal Israel's USA marketing export expenses. The funding is for a period of 24 months therefrom and up to 50% of the approved budget and no more than NIS 200,000 (approximately $54 thousand). Under the terms of this funding, the Company shall pay royalties of 3%, if the Company increases its revenues in the United States by $332 thousand in comparison to 2019, up to 100% of the funding amount (dollar linked with the addition of annual interest at SOFR rate). The royalties will be paid each year for five years or until the funding will

be fully repaid. In case of failure of such increase, the Company is not obligated to pay any such royalties. The total budgeted participation amount is approximately $54 thousand out of which the Company received $53 thousand as of December 31, 2020. No increased export revenue of $332 thousand to the United States has occurred nor is such an increase expected, and the funding is not expected to be repaid therefore no liability has been recorded.

Disclosure of Outstanding Share Data

As of the date of this report and as of December 31, 2025, the Company has 45,319,031 ordinary shares 250,000 options and 30,157,965 Warrants outstanding. Seegnal Israel has 4,298,729 options outstanding.

Management of Capital

The Company's capital comprises share capital, additional paid in capital, warrant, and accumulated losses. The Company manages its capital structure, and makes adjustments to it, based on the funds available to the Company in order to support the Company's business activities. The Board of Directors does not establish quantitative return on capital criteria for management; it relies on the expertise of the Company's management to sustain future development of the business.

The intellectual property in which the Company currently has an interest is in the development stage; as such, the Company is dependent on external financing to fund its activities. In order to carry out the Seegnal Planned research and development and pay for administrative costs, the Company intends to raise additional amounts as needed.

Management reviews its capital management approach on an ongoing basis and believes that this approach, given the relative size of the Company, is reasonable.

Off-Balance Sheet arrangements

See "Commitments" above.

Transactions with Related Parties

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making operating and financial decisions. This would include the Company's senior management, who are considered to be key management personnel by the Company.

Parties are also related if they are subject to common control or significant influence. Related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

The following are the expenses incurred with related parties for the year ended December 31, 2025 and for the year ended December 31, 2024, and the balances owing as of December 31, 2025 and December 31, 2024 (in thousands of US dollars):

	Year ended December 31,
	2025	2024
Former Chief Executive Officer	$ 262	$ 245
Chief Executive Officer	11	-
Chief Financial Officer	60	70
Share based payments- former CEO	493	944
	$ 826	$ 1,259

Balances with related parties:

	December 31,
	2025	2024
Former Chief Executive Officer	$ 24	$ 22
Chief Executive Officer	11	-
Chief Financial Officer	10	23
Convertible Shareholder Debentures	-	8,279
Shareholders Loans	1,139	-
	$ 1,184	$ 8,324

Change in Accounting Policies

There have been no changes in accounting policies year ended December 31, 2025.

Significant Accounting Judgments and Estimates

Our results of operation and financial condition are based on our consolidated financial statements, which are presented in accordance with IFRS Accounting Standards. Certain accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at that time. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the periods presented. To the extent there are material differences between these estimates, judgments or assumptions and actual results, our financial statements will be affected. The significant accounting policies and estimates that we believe are the most critical to aid in fully understanding and evaluating our reported financial results include the following:

The Company uses the Black-Scholes option pricing model to estimate the fair value of options. The key assumptions used in the model are the expected future volatility in the price of the Company's shares and the expected life of the option.
The Company uses the Black-Scholes option pricing model to estimate the fair value of the convertible debentures and subscription receipts. The key assumptions used in the model are the expected future volatility in the price of the Company's shares and the expected life of the instrument.

Accounting Risks and Uncertainties

Credit risk

Credit risk arises when a failure by counterparties to discharge their obligations could reduce the amount of future cash inflows from financial assets on hand at the end of the reporting year.

Credit risks are treated at the Company level. Credit risks arise typically from cash and cash equivalents, trade receivables and other current assets.

No credit limits were exceeded during the reported periods and Company's management does not expect any losses from non-performance of these parties.

Liquidity risk

Liquidity risk is the risk that the Company will encounter difficulty in obtaining funds to meet current obligations and future commitments. The Company's approach to managing liquidity risk is to forecast cash requirements to provide reasonable assurance that it will have sufficient funds to meet its liabilities when due. As of December 31, 2025, the Company had cash of $678 thousand to settle current liabilities in the amount of $2,018 thousand (December 31, 2024 – cash of $200 thousand to settle current liabilities in the amount of $15,808 thousand). The tables below present the maturity profile of the Company's financial liabilities based on contractual undiscounted payments:

As of December 31, 2025 (in thousands of US dollars):

	Carrying value	Within 1	1-2 years
Accounts payable	$ 513	$ 513	$ -
Other accounts payable and royalty provisions	1,063	1,063	-
Lease liability	75	50	35
Short-term loans from bank	381	382	-
Warrant liability	57	-	57
	$ 2,089	$ 2,008	$ 92

Market risk

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk is comprised of two types of risk: interest rate risk, and foreign currency risk.

(i) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in interest rates. The Company has long-term debt with variable interest rate and accordingly, any increase in interest rates could lead to higher interest payments and adversely affect its financial performance.

As of December 31, 2025, the impact on profit and loss and net assets of a 1% change in the interest rate would be approximately $21 thousand.

(ii) Currency risk

Currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates.

The Company operates internationally and is exposed to foreign exchange risks due to exposure to foreign currencies. Foreign exchange risk arises from future commercial transactions, assets or liabilities denominated in foreign currency.

The Company's policy to reduce the exposure to changes in exchange rates is based on maintaining, where possible, the balances of current monetary assets, according to the currency of the current liabilities.

As of December 31, 2025, if the Company's functional currency (USD) had strengthened/ weakened by 5% against the NIS with all other variables held constant, the loss for the year would decrease /increase by approximately $(28) thousand.

Risk Factors

Due to the nature of the Company’s business, the legal and economic climate in which it operates and its present stage of development and proposed operations, the Company is subject to significant risks. The Company’s future development and actual operating results may be very different from those expected as at the date of this MD&A. Readers should carefully consider all such risks, which include but are not limited to the following.

Risks Related to the Business

Conditions in Israel and the Middle East may affect Seegnal’s business, results of operations and financial condition.

Seegnal’s core operations are located near Tel Aviv, Israel. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring countries. On October 7, 2023, the Islamic Resistance Movement (Hamas) launched a series of attacks on civilian and military targets in Israel. In response, on October 8, 2023, Israel’s security cabinet declared a state of war on Hamas. Since then, hostilities have expanded into a multi-front conflict involving Hezbollah in Lebanon, the Houthi movement in Yemen and direct military confrontations with Iran. In June 2025, Israel launched a coordinated military campaign into Iranian territory that included airstrikes on nuclear and missile infrastructure in Tehran, Isfahan and Natanz. Subsequently, on February 28, 2026, Israel and the United States launched coordinated military operations targeting Iran’s missile, military sites and leadership positions in Tehran and other locations. A suspension of hostilities was announced on April 8, 2026, however the situation in the region remains uncertain and could evolve.

As a result, the Company is vulnerable to the political, economic, legal, regulatory and military conditions affecting Israel and the Middle East. Armed conflicts between Israel and its neighbouring countries and territories occur periodically and a protracted state of hostility has, in the past, resulted in security and economic difficulties for Israel. Any such hostilities or escalation thereof, armed conflicts or violence in the region could adversely affect the Company’s business, results of operations and financial condition. In addition, Seegnal may be adversely affected by other events or factors affecting Israel such as the interruption or curtailment of trade between Israel and its trading partners, a significant downturn in the economic or financial condition of Israel, a significant downgrading of Israel’s internal credit rating, labour disputes and political instability, including riots and uprisings. The variations of the ongoing multi-front conflict are difficult to predict, as are the economic implications on Seegnal’s business and operations and on Israel’s economy in general. In addition, these events and in particular the recent events involving Iran have impacted the global economy and the resulting fluctuations in commodity prices and input costs may impact the business of Seegnal and its customers.

Generally, under Israeli law, citizens and permanent residents of Israel are obligated to perform military reserve duty for extended periods of time through the age of 45 (or older for citizens with certain occupations) and are subject to being called to active duty at any time under emergency circumstances. In response to increased hostilities, there have been periods of significant call-ups of military reservists, including in relation to the current multi-front conflict with Iran. It is possible that there will be additional call-ups in the future, which may include officers and key personnel of Seegnal, which could disrupt business operations for a significant period of time.

Furthermore, there are a number of countries, primarily in the Middle East, as well as some Islamic countries, including Malaysia and Indonesia that restrict business with Israel or Israeli companies. There may also be certain countries or businesses that may exert pressure on Seegnal’s partners, customers or others not to do business with Israel or Israeli companies. Restrictive laws or policies directed towards Israel or Israeli businesses could have a material adverse effect on Seegnal’s business, results of operations and financial condition. Israel and Israeli companies have also been the subject of boycotts from non-state actors. These actions could expand in number and scope and may have an adverse impact on our operating results, financial condition or the expansion of our business.

Seegnal can be adversely affected by other global and regional factors that periodically occur, including:

geopolitical and security issues, such as armed conflict and civil or military unrest, political instability, human rights concerns and terrorist activity;
natural disasters, public health issues (including the COVID-19 pandemic) and other catastrophic events;
inefficient infrastructure and other disruptions, such as supply chain interruptions and large-scale outages or cyber-attacks on its data hosting or telecommunications providers;
formal or informal imposition of new or revised export, clinical, privacy or quality standards that might impact the ability to obtain operational licenses, which could be changed without notice; government restrictions on, or nationalization of, our operations in any country, or restrictions on our ability to repatriate earnings from a particular country;
adverse changes relating to government grants, tax credits or other government incentives, including more favorable incentives provided to competitors;
differing employment practices and labor issues;
ineffective legal protection of our intellectual property rights in certain countries;
local business and cultural factors that differ from our current standards and practices;
continuing uncertainty regarding social, political, and tax and trade policies; and
fluctuations in the market values of any of our investments, which can be negatively affected by liquidity, credit deterioration or losses, interest rate changes, financial results, political risk, sovereign risk, or other factors.

Seegnal must hold various approvals authorizing its activities in Israel. In order for Seegnal to carry on business operations in Israel, it must: be registered with the Registrar of Companies; and be registered with the Israel tax authorities. Furthermore, in order to carry on operations in accordance with the ISO standards, Seegnal is also required to hold ISO certificates. Although Seegnal believes that all such required registrations, certificates and licenses are in good standing as of the date of this Prospectus, if renewals or new permits, business licenses, or approvals are required in connection with Seegnal's activities and are not granted or are delayed, or if existing permits, business licenses or approvals are revoked or substantially modified, Seegnal may suffer a material adverse effect. If new standards are applied to renewals or new applications, it could prove costly to Seegnal to meet any new level of compliance.

Limited Operating History and Reliance on Timely and Sufficient Capital Raising.

Seegnal has a limited operating history and, accordingly, potential investors will have a limited basis on which to evaluate Seegnal's ability to achieve its business objectives. The future success of Seegnal is dependent on management's ability to implement its strategy. Although management is realistic about Seegnal's prospects, there is no certainty that anticipated outcomes and sustainable revenue streams will be achieved. In particular, its future growth and prospects will depend on its ability to expand its operations and gain additional revenue streams whilst at the same time maintaining effective cost controls. Any failure to expand is likely to have a material adverse effect on Seegnal's business, financial condition and results of operations.

In addition, Seegnal’s business plan and growth strategy depend on timely access to additional capital. Seegnal expects that its current cash resources will not be sufficient to fund planned operations, product development, regulatory activities, working capital, and other corporate purposes through the entirety of its contemplated operating horizon. Seegnal will therefore need to raise additional equity, equity-linked, debt, non-dilutive, or strategic financing to execute its objectives. There can be no assurance that such financing will be available on acceptable terms or at all, in the amounts and within the timeframes Seegnal requires. Failure to obtain sufficient financing when needed could require Seegnal to delay, reduce, or eliminate development programs, regulatory submissions, commercialization initiatives, partnerships, capital expenditures, and hiring plans, or to pursue strategic alternatives on unfavorable terms.

Market windows for financing may open and close quickly. If Seegnal determines to pursue capital raising during an adverse market environment, the cost of capital may be higher and achievable proceeds lower than anticipated. If Seegnal delays capital raising in anticipation of improved conditions, there is a risk that such conditions do not materialize before Seegnal’s liquidity needs become acute. Any shortfall in funding could jeopardize Seegnal’s ability to continue as a going concern and may require Seegnal to curtail operations, defer liabilities, or seek protection under applicable insolvency regimes. There is no assurance that Seegnal will be able to raise sufficient capital on acceptable terms, in required amounts, or at all.

Seegnal’s commercial and financial success depends on the success of its current commercial products.

Seegnal’s future success depends upon building and expanding Seegnal’s commercial operations in Israel, and achieving scale through combination of growth in the Israel market and by entering new markets such as the United States, to commercialize all of its products and technologies. If Seegnal fails to expand the use of its technologies in a timely manner and penetrate the available markets which the products are intended to serve, Seegnal may not be able to expand its markets and grow revenue, the value of Seegnal may decline and investors may lose money.

Unanticipated delays or problems associated with Seegnal products and improvements may cause customer dissatisfaction.

Seegnal’s future success is dependent on its ability to continue to develop and expand its products and technologies and to address the needs of its customers. Seegnal will likely be required to obtain new capital to carry out its plans. There may be delays in releasing new Seegnal products or technologies in the future (including as a result of the delay or failure to obtain new capital) and any material delays may cause customers to forego purchases of Seegnal’s products to purchase competitors’ offerings instead.

Seegnal may need to develop new products and services and rapid technological change could render its systems obsolete.

The industry in which Seegnal operates is characterized by rapid technological change, frequent new product and service introductions and enhancements, uncertain product life cycles, changes in customer requirements, and evolving industry standards. The introduction of new products and new technologies, the emergence of new industry standards, or improvements to existing technologies could render Seegnal’s platform obsolete or relatively less competitive. Moreover, Seegnal will be required to refine its products or create new products and technologies that are suited to each new market that it enters into.

Seegnal's commercial and financial success depends on market acceptance, and if not achieved will result in Seegnal not being able to generate revenue to support its operations.

The commercial success of Seegnal depends, among other things, on market acceptance. The success of Seegnal's products and any new products and services that it may launch is dependent upon its ability to attract and retain a critical mass of merchants in potentially diverse geographic locations. The sales cycle for a new merchant can be lengthy. Merchants may not be willing to invest the time and resources necessary to achieve the necessary integration required to successfully deploy Seegnal technology. Competitive pricing and market acceptance also depends on the future pricing and availability of competing products and the perceived comparative efficacy of its products. If Seegnal cannot reach this market, or cannot offer competitive pricing packages, its operating results and revenues will be adversely affected.

Seegnal may require additional capital to support its operations or the growth of its business, and it cannot be certain that this capital will be available on reasonable terms when required, or at all.

From time to time, Seegnal may need additional financing to operate or grow its business. The ability to continue as a going concern may be dependent upon raising additional capital from time-to-time to fund operations. Seegnal's ability to obtain additional financing, if and when required, will depend on investor and lender willingness, its operating performance, the condition of the capital markets and other facts, and Seegnal cannot assure anyone that additional financing will be available to it on favorable terms when required, or at all. If Seegnal raises additional funds through the issuance of equity, equity-linked or debt securities, those securities may have rights, preferences or privileges senior to the rights of its current stock, and its existing stockholders may experience dilution. If Seegnal is unable to obtain adequate financing or financing on terms satisfactory to it when it requires it, its ability to continue to support the operation or growth of its business could be significantly impaired and its operating results may be harmed.

Seegnal's growth strategy may not achieve the anticipated results.

Seegnal's future success will depend on its ability to grow its business, including through commercialization of its products. Growth and innovation strategies require significant commitments of management resources and capital investments and Seegnal may not grow its revenues at the rate it expects or at all. As a result, Seegnal may not be able to recover the costs incurred in developing new projects and initiatives or to realize their intended or projected benefits, which could materially adversely affect its business, financial condition or results of operations.

Seegnal faces substantial competition in the future and may not be able to keep pace with the rapid technological changes which may result from others discovering, developing or commercializing products before or more successfully than Seegnal. The activities of competing companies, or others, may limit Seegnal's revenues.

In general the development and commercialization of new SaaS products is highly competitive and is characterized by extensive research and development and rapid technological change. Market share can shift as a result of technological innovation and other business factors. Commercial opportunities for Seegnal's products may be reduced if Seegnal's competitors develop or market products or novel technologies that are more effective, are better tolerated, are more accepted by the market, have better distribution channels, or are less costly than that offered by Seegnal. If those products gain market acceptance, Seegnal's revenue and financial results could be adversely affected. If Seegnal fails to develop new products or enhance existing products, its leadership in the current markets served could erode, and its business, financial condition and results of operations may be adversely affected.

Seegnal's products has several direct and indirect competitors in the market. Such competitors include large and small companies that may have significant access to capital resources, competitive product pipelines, a large captive customer base, substantial research and development staffs and facilities, and substantial experience in the market. Seegnal recognizes the need to invest in research and development to continue to add high-value, differentiated capabilities to expand both the depth and breadth of Seegnal's product

offering. Management also recognizes the need to ensure customer satisfaction through all phases of the sales cycle and intends to invest in competitive intelligence and analysis as it relates to the dynamics of the market, as well as in trends in technology and in products as they are introduced into the market. However, Seegnal may not be able to compete with competitors that are more established in the market.

Seegnal depends on highly skilled personnel to grow and operate its business. If Seegnal is not able to hire, retain, and motivate its key personnel, its business may be adversely affected.

Seegnal’s success depends in part upon a number of key employees, including members of senior management who have extensive experience in the industry. Competition for talented senior management is intense and Seegnal’s ability to successfully develop and maintain a competitive market position will depend in part on its ability to attract and retain highly qualified and experienced management. The loss of the services of key personnel could have a materially adverse effect on Seegnal’s business.

Seegnal may not properly leverage or make the appropriate investment in technology advancements, which could result in the loss of any sustainable competitive advantage in products, services and processes.

Robust information technology systems, platforms and products are critical to Seegnal’s operating environment, SaaS products and competitive position. Understanding technological innovation is necessary for Seegnal to retain its competitive advantage. Seegnal may not be successful in developing, acquiring or implementing new AI-driven products and services which are competitive and responsive to the needs of customers, or new product, features and enhancements may not achieve adequate acceptance in the market. Seegnal may lack sufficient resources to continue to make the significant investments in information technology required to compete with its competitors. Certain information technology initiatives that Seegnal’s management may consider to be important for long-term success will require capital investment, have significant risks associated with their execution, and could take several years to implement. Seegnal may be unable to develop or implement these initiatives in a cost-effective, timely manner or at all. There can be no assurance that others will not acquire similar or superior technologies sooner than Seegnal or that Seegnal will acquire technologies on an exclusive basis or at a significant price advantage. If Seegnal does not accurately predict, prepare and respond to new kinds of technology innovations, market developments and changing customer needs, our business may be harmed. If Seegnal is unable to generate adequate revenue growth and manage expenses then it may incur significant losses and may not achieve or maintain profitability.

Seegnal may suffer from claims relating to, among other things, actual or alleged defects in our products. If our products actually or allegedly fail to perform as expected, publicity related to these claims could harm our reputation and decrease demands for our products or increase regulatory scrutiny of our products.

Seegnal’s software products are complex and, from time to time, have had, and could have or could be alleged to have, defects in design, security vulnerabilities or other errors, failures, or other issues of not functioning in accordance with their specifications or as expected. Some errors or defects in our solutions have been, and could be, initially undetected and only discovered after they have been tested, commercialized, and deployed by customers. Alleged or actual defects in any of Seegnal’s solutions could result in adverse publicity for Seegnal, warranty claims, litigation against Seegnal, legal expenses and damages, Seegnal’s customers never being able to commercialize technology incorporating our solutions, negative publicity for customers, and other consequences. Depending on the severity of the malfunction, error, or defect, Seegnal could incur significant additional development costs and repair, or rolling back costs. If any of Seegnal’s solutions are or are alleged to be defective, we may be required to participate in a rollback or temporary by passing of the product. Product liability, warranty, and rollback or bypass costs would have an adverse effect on Seegnal’s business, results of operations, and financial condition. In addition, product liability claims present the risk of protracted litigation, legal fees, and diversion of management’s attention from the operation of Seegnal, even if defense of these claims is ultimately successful.

Investment in current research and development efforts may not provide a sufficient, timely return.

The development of new products and strategies is a costly, complex and time-consuming process, and the investment in technology product development and marketing often involves a prolonged time until a return is achieved on such an investment. Seegnal has made, and will continue to make, significant investments in technology development and related product opportunities. Investments in new products are inherently speculative and risky. Commercial success depends on many factors including the degree of innovation of the products developed, sufficient support from Seegnal’s strategic partners, and effective distribution and marketing. Accelerated product introductions and short product life cycles require high levels of expenditures for new development. These expenditures may adversely affect Seegnal’s operating results if they are not sufficiently offset by revenue increases. Seegnal will continue to dedicate a significant amount of resources to its development efforts in order to maintain a competitive position in the market. However, significant revenue from such new product and service investments may not be achieved for a prolonged period of time, if at all. Moreover, new products and services may not be profitable, and even if they are profitable, operating margins for new products and services may not be as lucrative as the margins Seegnal has previously experienced for its legacy products and services.

Seegnal’s use of healthcare data and the possibility of security breaches.

Seegnal’s products involve access to user health data and other confidential, sensitive and private information. Seegnal is and will increasingly be subject to a variety of laws, directives and regulations, as well as contractual obligations, relating to the collection, use, retention, security, disclosure, de-identification and other processing of confidential, sensitive, and private information and health data in the jurisdictions in which the Company operates. Seegnal believes that it is taking reasonable steps to protect the security, integrity and confidentiality of the information that Seegnal collects, uses, and discloses, but there is no guarantee that inadvertent or unauthorized data access or use will not occur despite prevention efforts. In the future, attempts may be made to disable Seegnal’s systems or breach the security of its systems. It is generally difficult to recognize techniques to obtain unauthorized access to personal information, confidential information and/or the systems on which such information are stored and/or to sabotage systems until they are launched against a target, as they frequently change. As a result, Seegnal may be unable to anticipate these techniques or to implement adequate preventative measures.

In addition, there are a number of federal and provincial laws protecting the confidentiality of certain patient health information, including patient records, and restricting the use and disclosure of that protected information. In particular, the privacy rules under the Personal Information Protection and Electronics Documents Act (Canada) (“PIPEDA”) and equivalent legislation in the United States, protect medical records and other personal health information by limiting their use and disclosure of health information to the minimum level reasonably necessary to accomplish the intended purpose. If Seegnal was found to be in violation of the privacy or security rules under PIPEDA or other laws protecting the confidentiality of patient health information, it could be subject to sanctions and civil or criminal penalties, which could increase its liabilities, harm its reputation and have a material adverse effect on the business, results of operations and financial condition of Seegnal.

Other applicable privacy legislations include the Basic Law: Human Dignity and Liberty, 5752-1992 and the Protection of Privacy Law, 5741-1981 (Israel) and HIPAA.

The market perception of Seegnal’s security measures could be harmed if an actual or perceived security breach occurs. A security breach could cause the loss or corruption of data, which could harm the business. Any failure to maintain the security of Seegnal’s systems could result in loss of personal information and/or other confidential information, damage to Seegnal’s reputation and relationships with users, early termination of contracts with users and other business losses, indemnification of our users, financial penalties, litigation, regulatory investigations and other significant liabilities. In the event of a major third-party security incident, Seegnal may incur losses in excess of their insurance coverage.

Seegnal's inability to maintain corporate culture as it grows, resulting in the loss of innovation, creativity, collaboration, and focus on execution.

A critical component to Seegnal's success has been corporate culture. Seegnal invests in employees so that they may innovate, collaborate and bring the best of themselves to work everyday. Additionally, as Seegnal grows and develops the infrastructure of a public company, it may be difficult to maintain important aspects of the corporate culture. If Seegnal fails to preserve such culture, its ability to retain and recruit personnel, its ability to effectively focus on and pursue corporate objectives, and the overall business could be harmed.

Israeli corporate tax rates are subject to regulatory change.

The Israeli corporate tax rate was 23% for the years ended December 31, 2024 and 2023. This tax rate could be changed by government decisions and tax regulations, which could have a material effect on Seegnal's revenues. These changes could be relevant to Seegnal in the case it would be re-classified as a non-preferred technological plant which would result in the regular Israeli corporate tax rate being applied to Seegnal.

Statute of Limitations on Seegnal's tax reports for the years ended December 31, 2024, and December 31, 2023.

The general statute of limitations on tax reports in Israel is four years, and therefore Seegnal's tax reports for the years ended December 31, 2024, and December 31, 2023 can still be assessed by the Israeli Tax Authority, which could result in, among other things, determining that Seegnal is not a preferred technological plant and by such is subject to a higher percentage of corporate tax (23% for the years ended December 31, 2024, and December 31, 2023).

If Seegnal fails to develop widespread brand awareness cost-effectively, its business may suffer.

Seegnal believes that developing and maintaining widespread awareness of its brand in a cost-effective manner is critical to achieving widespread acceptance of its products. Seegnal's marketing efforts are directed at growing brand awareness. Brand promotion activities, although they have been successful in the past, may not generate customer awareness or increase revenues, and even if they do, any increase in revenues may not offset the expenses incurred in brand building. If Seegnal fails to successfully promote and maintain its brand, or incur substantial expenses in doing so, Seegnal may fail to attract or retain customers necessary to realize a sufficient return on its brand building efforts, or to achieve the widespread brand awareness that is critical for broad adoption of its products.

Possible failure to realize anticipated benefits of future acquisitions could impact Seegnal's business.

Seegnal may in the future complete acquisitions to strengthen its position in the SaaS industry and to create the opportunity to realize certain benefits including, among other things, potential cost savings. Achieving the benefits of any future acquisitions depends, in part, on successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner, as well as Seegnal's ability to realize the anticipated growth opportunities and synergies from combining the acquired businesses and operations with its own. The integration of acquired businesses requires the dedication of substantial management effort, time and resources which may divert management's focus and resources from other strategic opportunities and from operational matters during this process. The integration process may result in the loss of key employees and the disruption of ongoing business, customer and employee relationships that may adversely affect Seegnal's ability to achieve the anticipated benefits of these and future acquisitions.

There is intense competition in the medical SaaS industry.

The medical SaaS industry is highly competitive and rapidly changing. Seegnal may be significantly affected by new product introductions and geographic expansion by existing competition and expects that competition will intensify in the future. Specific factors upon which Seegnal competes include, but are not limited to, functionality of its applications, ease of use, timing for implementation, quality of support and services, and price. Seegnal's potential competitors include other companies selling patient-tailored SaaS

services and technology in the healthcare space. Many of these potential competitors have significantly greater financial, technical, marketing and other resources than Seegnal has. Many of them also have longer operating histories, greater name recognition and stronger relationships with merchants and consumers who use or might use a low-value-payment service. Seegnal may not be able to compete successfully with these competitors.

There is inherent technology and development risk in Seegnal’s business and industry.

Seegnal utilizes technology principally architected and developed by the company or adapted from the social on-line market and adapted by Seegnal to the healthcare market. There can be no assurances that Seegnal will meet its targeted development or integration timelines such that it will be able to offer solutions at competitive pricing, or that Seegnal can continue to enhance and improve the responsiveness, functionality and features of its technology and enable the solutions to scale at a reasonable cost. In addition, there is a risk that third parties may have applied for or been granted patents for certain processes or technology which Seegnal has already deployed or intends to deploy, in which case Seegnal may incur additional costs or be prohibited from using or implementing certain product features or processes in one or more countries. Seegnal solutions incorporate complex technology and software. Accordingly, they may contain errors, or "bugs", that could be detected at any point. Such errors could materially and adversely affect Seegnal's reputation, resulting in claims and/or significant costs to Seegnal, and/or cause consumers, merchants, licensees and other parties to abandon Seegnal's solutions and impair Seegnal's ability to market and sell solutions and services in the future. The costs incurred in correcting any errors and satisfying any such claims may be substantial and could adversely affect Seegnal's operating margins. While Seegnal plans to continually test its solutions for errors and work with customers and merchants through its maintenance support services to identify and correct bugs, errors may be found in the future.

Seegnal maintains data on cloud storage servers, which could be the target of a security breach.

Seegnal's business faces certain security risks. Seegnal's products and services involve storage using cloud-based hosting service. Although data is stored in specialized security groups and are externally encrypted, storage hardware and networking infrastructure is provided by a third party, and security breaches and cyberattacks expose it to a risk of loss of this information, litigation and potential liability. If an actual or perceived breach of security and/or cyberattack occurs, the market perception of the effectiveness of Seegnal's security measures could be harmed, Seegnal could lose users and it may incur significant legal and financial exposure, including legal claims and regulatory fines and penalties. Computer viruses, break-ins, cyberattacks or other security problems could lead to misappropriation of proprietary information and interruptions, delays, or cessation in service to clients. Seegnal's risk and exposure to cyberattacks or security breaches cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber-security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access is a priority. As cyberattacks and threats continue to evolve, Seegnal may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities. Any failure to adequately address these risks could have an adverse effect on the business and reputation of Seegnal.

There could be interruptions or delays from cloud servers that could affect Seegnal's products or services.

Seegnal's products and services involve storage using reputable third-party cloud-based hosting service by Microsoft (Azure) and in the future also Amazon AWS, and Google Cloud. Any damage to, or failure of, the hosting service's systems generally could result in interruptions in the use of Seegnal's products or services. Such interruptions may reduce our revenue temporarily and cause customer dissatisfaction if the root cause is determined to be on Seegnal's side and not the third-party hosting side. Seegnal's business will also be harmed if its customers and potential customers believe its products or services are unreliable.

Risks Related to Worldwide Economic Conditions

Market fluctuations could adversely affect Seegnal's operating results.

Downturns in general economic and market conditions may reduce demand for Seegnal's products and could negatively affect Seegnal's revenue, operating results and cash flow.

Recent events in the financial markets have demonstrated that businesses and industries throughout the world are very tightly connected to each other. Thus, financial developments seemingly unrelated to Seegnal or to Seegnal's industry could materially adversely affect Seegnal over the course of time. Volatility in the market could hurt Seegnal's ability to raise capital. Potential price inflation caused by an excess of liquidity in countries, or by tariffs, where Seegnal conducts business may increase the costs incurred to sell Seegnal's products and may reduce Seegnal's profit margins. As a result of downturns in general economic and market conditions, potential customers may not be interested in purchasing Seegnal products. Any of these events, or other events caused by turmoil in world financial markets may have a material adverse effect on Seegnal's business, operating results and financial conditions.

Government regulation could adversely affect Seegnal's business.

Seegnal's ability to conduct business in each jurisdiction in which it currently sells products or may in the future operate is dependent upon the treatment of the regulation of healthcare professions and use of enterprise grade AI in delivering medical services under the laws and the policies, guidance and rules of the regulatory bodies in such jurisdiction, which are subject to changing political, regulatory and other influences. Any such changes could require us to restructure the way in which Seegnal carries on business, which could have a material adverse effect on the business, financial condition, results of operations and prospects.

If there are any changes to the scope of practice or the type of services that healthcare providers are permitted to use enterprise grade AI in delivering such services, this could have a material adverse effect on Seegnal's business, financial condition, results of operations, cash flows and prospects.

If Seegnal fails to effectively maintain, promote, protect and enhance our brand and customer service, the business and competitive advantage may be harmed.

Seegnal believes that developing, maintaining, promoting and enhancing its products and associated brands is critical to expanding its business. Developing, maintaining, promoting and enhancing the Seegnal brand depends largely on Seegnal's ability to continue to provide high-quality, well-designed, useful, reliable and innovative products and services, which it may not do successfully.

Errors, defects, data breaches, disruptions or other performance problems with Seegnal's products, including with third-party applications, may harm its reputation and brand. Seegnal may introduce new products and services or terms of service that its customers do not like, which may negatively affect its brand. Additionally, if Seegnal's customers have a negative experience using its products and services or third-party products and services integrated within Seegnal's products and services, such an experience may affect the Seegnal brand, especially as it continues to attract new customers.

Any unfavorable media coverage or negative publicity about Seegnal or the general industry in which Seegnal operations, including, for example, publicity relating to the quality and reliability of our Seegnal's products, its privacy and security practices, product changes, litigation or regulatory activity could seriously harm Seegnal's reputation. Such negative publicity could also adversely affect the engagement and loyalty of Seegnal's customers and result in decreased revenue, which could seriously harm its business. Critics of the medical AI industry, and others, have in the past and may in the future utilize the internet, the press and other means to publish criticisms of the industry, Seegnal and its competitors, or make allegations regarding the business and operations, or the business and operations of Seegnal's competitors. Seegnal or others in the industry may receive similar negative publicity or allegations in the future, and it could be costly, time consuming, distracting to management, cause fluctuations in the market price of the Common Shares and

harm Seegnal’s business and reputation.

Seegnal may be affected by business conditions or tariffs outside of its control, resulting in adverse impacts on its ability to do business.

In addition to the other risks mentioned elsewhere, these risks and expenses could have a material adverse effect on Seegnal’s business, results of operations or financial condition and include without limitation:

risks relating to currency fluctuations;
the imposition of additional foreign governmental controls or regulations, new or enhanced trade restrictions or non-tariff barriers to trade, or restrictions on the activities of foreign agents, representatives and distributors;
increases in taxes, tariffs, customs and duties, or costs associated with compliance with import and export licensing and other compliance requirements; and
the imposition of Canadian, United States, Israeli and/or other international sanctions against a country, company, person or entity with whom Seegnal does business that would restrict or prohibits Seegnal’s continued business with the sanctioned country, company, person or entity.

Risks Related to Intellectual Property

Seegnal’s intellectual property rights are valuable, and any failure or inability to protect them could adversely affect its business.

Seegnal’s success depends substantially upon the intellectual property that forms the basis of its products, primarily consisting of patented and unpatented proprietary technology, processes, trade secrets, and know-how, as well as inherent copyright of authorship in the source code developed by Seegnal, and unregistered trademarks. To protect its intellectual property rights, Seegnal relies upon trade secret, copyright, trademark, passing-off laws, and other statutory and common law protections in Israel, the United States, and international markets. Seegnal also protects its intellectual property through the use of non-disclosure agreements and other contracts, disclosure and invention assignment agreements, confidentiality procedures, and technical measures. There can be no assurance that these measures will be successful in any given case, particularly in those countries where the laws do not afford Seegnal protection for its intellectual property rights as robust as those available under Israeli, Canadian, and United States laws. Seegnal may be unable to prevent the misappropriation, infringement or violation of its intellectual property rights, breaching any contractual obligations, or independently developing intellectual property that is similar to its own, any of which could reduce or eliminate Seegnal’s competitive advantages, adversely affect Seegnal’s revenues, or otherwise harm its business.

Assertions by third parties of infringement or other violations of Seegnal’s intellectual property rights could result in significant costs and substantially harm Seegnal’s business and operating results.

Third parties may in the future assert claims of infringement, misappropriation or other violations of intellectual property rights against Seegnal. Any such claim against Seegnal, even those without merit could cause Seegnal to incur substantial costs defending against the claim and could distract its management. An adverse outcome of a dispute may require Seegnal to pay substantial damages, cease making, licensing or using solutions that are alleged to infringe or misappropriate the intellectual property of others, expend additional development resources to attempt to redesign its services or otherwise develop non-infringing technology, which may not be successful, or enter into potentially unfavourable royalty or license agreements in order to obtain the right to use technologies or intellectual property rights.

Intellectual property claims are expensive and time consuming to defend and if resolved adversely, could have a significant impact on Seegnal’s business, financial condition, and operating results.

Seegnal is actively engaged in enforcement and other activities to protect its intellectual property rights. If it became necessary to resort to litigation to protect these rights, any proceedings could be burdensome,

costly and divert the attention of management, and Seegnal may not prevail. Any repeal or weakening of intellectual property laws or diminishment of procedures available for the enforcement of intellectual property rights in Israel, Canada, the United States, or internationally could make it more difficult for Seegnal to adequately protect its intellectual property rights, negatively impacting their value and increasing the cost of enforcing its rights.

If Seegnal is unable to protect the confidentiality of its proprietary information and know-how, the value of its technology and products could be adversely affected.

Seegnal relies upon patented and unpatented proprietary technology, processes, trade secrets and know-how. Any disclosure to or misappropriation by third-parties of its confidential or proprietary information could enable Seegnal’s competitors to duplicate or surpass Seegnal’s technological achievements, potentially eroding its competitive position in the market, and negatively impacting Seegnal’s business and operating results.

Seegnal protects its confidential and proprietary information in part through non-disclosure agreements and other contracts, disclosure and invention assignment agreements, with all employees, consultants, advisors and any third-parties, who have access to its confidential and proprietary information, and employs confidentiality procedures and technical measures, there can be no certainty that these measures or procedures will be sufficient to prevent improper disclosure of such confidential and proprietary information, or to prevent it from falling into the hands of Seegnal’s competitors and other third parties. There can be no certainty that parties to contracts used by Seegnal to protect its confidential and proprietary information will not be terminated or breached, and Seegnal may not have adequate remedies for any such termination or breach. Legal remedies may be insufficient or ineffective to meaningfully protect Seegnal’s confidential and proprietary information or compensate Seegnal for losses that may occur in the event of unauthorized use or disclosure.

Adverse litigation judgments or settlements resulting from legal proceedings in the normal course of business could reduce Seegnal’s profits or limit its ability to operate.

Seegnal may be subject to allegations, claims and legal actions arising in the ordinary course of its business, which may include claims by third parties, including employees or regulators. The outcome of many of these proceedings cannot be predicted. If any of these proceedings were to be determined adversely to us, a judgment, a fine or a settlement involving a payment of a material sum of money were to occur, or injunctive relief were issued against Seegnal, its business, financial condition and results of operations could be materially adversely affected.

If Seegnal is unable to defend their patents, the business could be adversely affected.

Seegnal’s patent position is highly uncertain and involves complex legal and factual questions. Accordingly, Seegnal cannot predict the breadth of claims that may be allowed or enforced under their patents or in third-party patents. For example, others may independently develop similar or alternative technologies or duplicate any of Seegnal’s technologies; Seegnal’s issued patents may not provide a basis for commercially viable technologies, or may not provide Seegnal with any competitive advantages, or may be challenged and invalidated by third parties; and, Seegnal may not develop additional proprietary technologies that are patentable. As a result, Seegnal’s owned and licensed patents may not be valid and Seegnal may not be able to obtain and enforce patents and to maintain trade secret protection for the full commercial extent of their technology. The extent to which Seegnal is unable to do so could materially harm the business.

Seegnal has applied for and will continue to apply for patents. Such applications may not result in the issuance of any patents, and any patents now held or that may be issued may not provide Seegnal with adequate protection from competition. Furthermore, it is possible that patents issued or licensed to Seegnal may be challenged successfully. In that event, if Seegnal has a preferred competitive position because of such patents, such preferred position would be lost. If Seegnal is unable to secure or to continue to maintain

a preferred position, Seegnal could become subject to competition from the sale of generic products. Failure to receive, inability to protect, or expiration of Seegnal’s patents would adversely affect its business and operations.

Patents issued or licensed to Seegnal may be infringed by the products or processes of others. The cost of enforcing Seegnal’s patent rights against infringers, if such enforcement is required, could be significant, and Seegnal may not have the financial resources to fund such litigation. Further, such litigation can go on for years and the time demands could interfere with the business’s normal operations. Seegnal may become a party to patent litigation and other proceedings. The cost to Seegnal of any patent litigation, even if resolved in their favour, could be substantial. Many of Seegnal’s competitors may be able to sustain the costs of such litigation more effectively than Seegnal can because of their substantially greater financial resources. Litigation may also absorb significant management time.

Unpatented trade secrets, improvements, confidential know-how and continuing technological innovations are important to Seegnal’s scientific and commercial success. Although Seegnal’s attempts to and will continue to attempt to protect their proprietary information through reliance on trade secret laws and the use of confidentiality agreements with their partners, collaborators, employees and consultants, as well as through other appropriate means, these measures may not effectively prevent disclosure of Seegnal’s proprietary information, and, in any event, others may develop independently, or obtain access to, the same or similar information.