Note: This is NOT an IPO. This is an uplisting to the NASDAQ from the Tel Aviv Stock Exchange (TASE). This uplisting – a public offering – will consist of American Depositary Shares (ADS).

(Incorporated in Israel)

We are a clinical-stage biotechnology company focused on developing next-generation therapies. Our mission is to develop and deliver safe, effective, and affordable tissue engineering and cell therapy products that address severe conditions with limited treatment options. By leveraging our deep expertise and advancements in tissue engineering and cell therapy, we are developing BonoFill, a personalized, autologous tissue-engineered live-human bone graft, and MesenCure, an enhanced allogeneic cell therapy for inflammation and tissue damage, both of which, we believe, may address significant unmet clinical and market needs.

Cell and cell-based therapies, in which therapeutic cells are combined with other modalities, such as scaffolds for tissue engineering, are categorized based on the cells’ origin. Autologous (or self-derived) treatments utilize the patient’s own cells, whereas allogeneic treatments employ cells from external healthy human donors. While autologous cell therapies, especially those harnessing the patient’s immune cells, are predominantly utilized in cancer treatment (immunotherapy), autologous, non-immune cell therapies, mostly involving mesenchymal stomal cells (MSC) and induced pluripotent stem cells, are under extensive investigation for their potential to repair damaged tissue such as bone, cartilage, heart muscle, and more. Within this field of autologous, non-immune cell therapies, our primary focus is on bone regeneration, with the potential to expand in the future to broader applications of MSC-based tissue engineering. Allogeneic cell therapies, particularly those involving MSCs, are being explored for treating various diseases characterized by excessive immune system activity. This is also an area of focus for us.

Our research and development efforts within this cell and cell-based therapy space have yielded our two leading product candidates:

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Note: Net loss is in U.S. dollars (converted from Israeli shekels) for the 12 months that ended June 30, 2025. Bonus BioGroup has not produced any revenue, according to the prospectus.

(Note: Bonus Biogroup increased the size of its public offering – a NASDAQ uplisting deal – to 3.75 million American Depositary Shares (ADS) – up from 3 million ADS originally – and kept the price range at $4.00 to $6.00 – to raise $18.75 million. Each ADS represents 30 ordinary shares.)

(Background: Bonus Biogroup disclosed the terms for its public offering – a NASDAQ uplisting deal – in an F-1/A filing on March 19, 2026: The company is offering 3 million ADS at a price range of $4.00 to  $6.00 to raise $15 million. Background: D. Boral Capital is the sole book-runner of Bonus Biogroup’s public offering, replacing Titan Partners Group, according to an F-1/A filing dated March 11, 2026.) Background: Bonus Biogroup Ltd. filed its F-1 on May 9, 2025, for  its public offering – proposed in connection with its plan to uplist its stock to the NASDAQ – and the filing did not include the number of American Depositary Shares (ADS) nor the proposed price range for the public offering. Estimated initial proceeds were $20 million, a placeholder figure.)