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georgie18

09/26/25 7:10 AM

#398719 RE: jobynimble #398716

Thanks...This prospectus relates to the resale, by the selling shareholder identified in this prospectus, of up to 1,894,737 ordinary shares, no par value per share, or the Ordinary Shares, consisting of (i) 631,579 Ordinary Shares issuable upon the exercise of pre-funded warrants, with an exercise price of $0.00001 per share, or the Pre-Funded Warrants, (ii) 631,579 Ordinary Shares issuable upon the exercise of ordinary warrants, with an exercise price of $2.09 per share, or the Ordinary Warrants, and (iii) up to an additional 631,579 Ordinary Shares issuable upon exercise of ordinary warrants or, the Additional Ordinary Warrants, and, together with the Ordinary Warrants, the Warrants, reflecting 200% of the maximum number of warrant shares issuable upon exercise of the Warrants (without taking into account any limitations on the exercise of such Warrants set forth therein) (see “Our Company—Recent Developments—July 2025 Private Placement” for additional information). This prospectus describes the general manner in which the Ordinary Shares may be offered and sold by the selling shareholder. If necessary, the specific manner in which the Ordinary Shares may be offered and sold will be described in a prospectus supplement to this prospectus. No Ordinary Shares are being registered hereunder for sale by us. We will not receive any proceeds from the sale of the Ordinary Shares by the selling shareholder, however we will receive cash proceeds equal to the exercise price of any Pre-Funded Warrants and Warrants that are exercised. See “Use of Proceeds”. The selling shareholder may sell all or a portion of the Ordinary Shares from time to time in market transactions through any market on which our Ordinary Shares are then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. See “Plan of Distribution”.