Pulsenmore Faces Uphill Battle Amidst Losses, Funding Needs

TL;DR

**PLSM is a speculative bet on unproven tech with heavy customer concentration and a history of losses; proceed with extreme caution.**

AI Summary

Pulsenmore Ltd. (PLSM) reported significant losses since its inception, indicating a limited operating history and revenue generation from its innovative non-invasive portable ultrasound solutions. The company's financial statements, prepared under IFRS, show a reliance on future funding to expand commercialization of products like Pulsenmore ES and FC, and to boost R&D efforts for the Pulsenmore MC. A key business risk is the high dependency on Clalit Health Services for current sales of the Pulsenmore ES and potential future purchases of the Pulsenmore FC. The company also faces challenges in marketing and selling its products, relying on subcontractors for assembly and limited suppliers for components. Furthermore, the integration of AI and ML into its products presents compliance and reputational risks due to the nascent nature of the technology. The company's ordinary shares began trading on Nasdaq on January 21, 2026, following a 1-for-8 reverse stock split on December 28, 2025.

Why It Matters

Pulsenmore's struggle to generate significant revenue and its reliance on a single major customer, Clalit Health Services, poses a substantial risk to its long-term viability and growth prospects. For investors, this indicates a high-risk, high-reward scenario, as the company's innovative home-use ultrasound technology could disrupt the medical device market if successfully commercialized. Employees and customers could face uncertainty if the company fails to secure additional funding or expand its market reach beyond its current limited scope. The broader medical device market will be watching to see if Pulsenmore can overcome its financial hurdles and establish a competitive edge in the rapidly evolving portable ultrasound and AI-driven diagnostics space.

Risk Assessment

Risk Level: high — Pulsenmore has a 'limited operating history' and has 'incurred significant losses since inception,' indicating a lack of sustained profitability. The company is 'highly dependent on Clalit Health Services' for sales, creating a single point of failure for revenue. Additionally, the integration of 'artificial intelligence, or AI, and machine learning, or ML, into some of our products' is cited as 'new and developing' technology, presenting 'compliance and reputational risks' due to its unproven nature.

Analyst Insight

Investors should exercise extreme caution and consider this a highly speculative investment. Monitor closely for concrete evidence of revenue diversification beyond Clalit Health Services and successful market penetration of its Pulsenmore FC and MC products. Any investment should be a small, high-risk allocation.

Key Numbers

• 6,502,844 — ordinary shares outstanding (as of December 31, 2025, and March 15, 2026, post-Reverse Split)
• NIS 0.00032 — par value per ordinary share (current par value)
• 1-for-8 — reverse stock split ratio (effected on December 28, 2025)
• NIS 3.19 — exchange rate to US$1.00 (as reported by the Bank of Israel on December 31, 2025)
• 2014 — year of incorporation (Pulsenmore Ltd. was incorporated under Israeli law)
• 2026-01-21 — Nasdaq listing date (ordinary shares began trading on Nasdaq)
• 2021-06-16 — TASE listing date (ordinary shares began trading on the Tel Aviv Stock Exchange)

Key Players & Entities

• Pulsenmore Ltd. (company) — registrant
• PLSM (company) — ticker symbol
• Dr. Elazar Sonnenschein (person) — Chief Executive Officer
• Clalit Health Services (company) — key strategic partner and major customer
• Nasdaq Stock Market LLC (regulator) — exchange where ordinary shares are listed
• Tel Aviv Stock Exchange (regulator) — exchange where ordinary shares are listed
• International Accounting Standards Board (regulator) — issuer of IFRS Accounting Standards
• Bank of Israel (regulator) — source of exchange rate information

FAQ

Risk Factors

• Significant Losses and Capital Requirements [high — financial]: Pulsenmore has incurred significant losses since inception and has a limited operating history, making it difficult to assess future prospects. The company may require additional funding to support product commercialization and R&D efforts.
• Dependence on Clalit Health Services [high — operational]: The company is highly dependent on Clalit Health Services for current sales of the Pulsenmore ES device and potential future purchases of the Pulsenmore FC devices. Any disruption in this relationship could materially impact revenue.
• Limited Marketing and Sales Experience [medium — operational]: Pulsenmore has limited experience in marketing and selling its products. The success of its commercialization strategy relies heavily on its ability to overcome these limitations and penetrate new markets.
• Reliance on Subcontractors and Limited Suppliers [medium — operational]: The company relies on subcontractors for assembly and has limited suppliers for components. Disruptions in these supply chains or issues with subcontractor performance could impact production and delivery.
• AI/ML Compliance and Reputational Risk [medium — regulatory]: The integration of AI and ML into products presents compliance and reputational risks due to the nascent nature of the technology. Failure to meet regulatory standards or manage public perception could harm the business.
• Product Development and Technological Obsolescence [medium — operational]: Medical device development is costly and subject to rapid technological change. There is a risk that current or future products could become obsolete, impacting market competitiveness and revenue generation.
• Need for Future Funding [high — financial]: The company anticipates needing to raise additional funds to support its growth strategy, including expanding commercialization and R&D. Failure to secure necessary funding could impede its ability to execute its plans.
• Market Acceptance and Penetration [high — market]: The success of Pulsenmore's business hinges on regulatory approval and market acceptance of its products. Failure to gain traction in new markets or achieve widespread adoption could limit revenue growth.

Industry Context

Pulsenmore operates in the medical device sector, specifically focusing on innovative non-invasive portable ultrasound solutions. The industry is characterized by high R&D costs, continuous technological advancement, and stringent regulatory approval processes. Key trends include the increasing adoption of AI and ML in healthcare for diagnostics and monitoring, and a growing demand for portable and accessible medical technologies.

Regulatory Implications

As a medical device company, Pulsenmore is subject to rigorous regulatory oversight from bodies like the FDA and equivalent international agencies. The integration of AI/ML into its products introduces additional complexities related to data privacy, algorithm validation, and cybersecurity, posing significant compliance challenges.

What Investors Should Do

1. Monitor Clalit Health Services relationship
2. Assess R&D pipeline progress
3. Evaluate funding needs and sources
4. Analyze market penetration and sales strategies

Key Dates

• 2025-12-28: Reverse Stock Split — A 1-for-8 reverse stock split was effected, reducing the number of outstanding shares from 52,022,768 to 6,502,844.
• 2026-01-21: Nasdaq Listing — Pulsenmore's ordinary shares began trading on the Nasdaq stock market, providing increased liquidity and access to a broader investor base.
• 2014-01-01: Incorporation — Pulsenmore Ltd. was incorporated under Israeli law, marking the beginning of its operations.
• 2021-06-16: TASE Listing — The company's ordinary shares began trading on the Tel Aviv Stock Exchange (TASE), providing an initial public trading platform.

Glossary

IFRS

International Financial Reporting Standards, a set of accounting standards used for financial statements. (Pulsenmore's financial statements are prepared under IFRS, ensuring comparability with other companies using these standards.)

Reverse Stock Split

A corporate action where a company reduces the number of its outstanding shares by consolidating them, typically to increase the share price. (A 1-for-8 reverse split was executed on December 28, 2025, significantly reducing the share count and impacting per-share metrics.)

Pulsenmore ES

A specific non-invasive portable ultrasound solution developed by Pulsenmore. (This is one of the company's key products, with current sales heavily reliant on Clalit Health Services.)

Pulsenmore FC

Another non-invasive portable ultrasound solution developed by Pulsenmore, potentially for future sales. (The potential future purchase of this device by Clalit Health Services is a key factor in the company's revenue outlook.)

AI/ML

Artificial Intelligence and Machine Learning, technologies used to enable systems to learn from data and make decisions. (The integration of AI/ML into Pulsenmore's products introduces specific compliance and reputational risks.)

Year-Over-Year Comparison

Information comparing key metrics to the previous year, such as revenue growth, margin changes, and the emergence of new risks, is not available in the provided text. The filing focuses on the current period and forward-looking statements, with specific comparative financial data absent from this excerpt.

Key Financial Figures

• $1 — nslated using the rate of NIS 3.19 to US$1.00, the exchange rate reported by the B
• $5.0 million — sses of NIS 15.9 million (approximately $5.0 million), NIS 36.7 million (approximately $11.5
• $11.5 million — llion), NIS 36.7 million (approximately $11.5 million), and NIS 58.6 million (approximately $
• $18.4 million — n), and NIS 58.6 million (approximately $18.4 million), in the years ended December 31, 2025,

Filing Documents

• form20-f.htm (20-F) — 3524KB
• ex2-1.htm (EX-2.1) — 62KB
• ex4-12.htm (EX-4.12) — 26KB
• ex11-1.htm (EX-11.1) — 62KB
• ex12-1.htm (EX-12.1) — 14KB
• ex12-2.htm (EX-12.2) — 14KB
• ex13-1.htm (EX-13.1) — 6KB
• ex13-2.htm (EX-13.2) — 6KB
• ex97-1.htm (EX-97.1) — 82KB
• form20-f_001.jpg (GRAPHIC) — 16KB
• form20-f_002.jpg (GRAPHIC) — 22KB
• form20-f_003.jpg (GRAPHIC) — 9KB
• fin_001.jpg (GRAPHIC) — 4KB
• 0001493152-26-013485.txt ( ) — 12071KB
• plsm-20251231.xsd (EX-101.SCH) — 69KB
• plsm-20251231_cal.xml (EX-101.CAL) — 73KB
• plsm-20251231_def.xml (EX-101.DEF) — 220KB
• plsm-20251231_lab.xml (EX-101.LAB) — 430KB
• plsm-20251231_pre.xml (EX-101.PRE) — 375KB
• form20-f_htm.xml (XML) — 2617KB

Business

Business Overview 36 C. Organizational Structure 71 D. Property, Plants and Equipment 71 ITEM 4A. UNRESOLVED STAFF COMMENTS 71 ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS 71 A. Operating Results 72 B. Liquidity and Capital Resources 76 C. Research and Development, Patents and Licenses 79 D. Trend Information 79 E. Critical Accounting Estimates 79 ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES 79 A. Directors and Senior Management 79 B. Compensation 82 C. Board Practices 85 D. Employees 98 E. Share 99 ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS 100 A. Major Shareholders 100 B. Related Party Transactions 101 C. Interests of Experts and Counsel 102 ITEM 8. FINANCIAL INFORMATION 102 A. Consolidated 102 B. Significant Changes 103 ITEM 9. THE OFFER AND LISTING 103 A. Offer and Listing Details 103 B. Plan of Distribution 103 C. Markets 103 D. Selling Shareholders 103 E.

Dilution

Dilution 103 F. Expenses of the Issue 103 i ITEM 10. ADDITIONAL INFORMATION 103 A. Share Capital 103 B. Articles of Association 103 C. Material Contracts 103 D. Exchange Controls 103 E. Taxation 104 F. Dividends and Paying Agents 114 G. by Experts 114 H. Documents on Display 114 I. Subsidiary Information 114 J. Annual Report to Security Holders 114 ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 115 ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES 116 PART II 117 ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES 117 ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS 117 ITEM 15. CONTROLS AND PROCEDURES 117 ITEM 16. [RESERVED] 117 ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT 117 ITEM 16B. CODE OF ETHICS 118 ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES 118 ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES 118 ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS 118 ITEM 16F. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 119 ITEM 16G. CORPORATE GOVERNANCE 119 ITEM 16H. MINE SAFETY DISCLOSURE 120 ITEM 16I DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS 120 ITEM 16J INSIDER TRADING POLICIES 121 ITEM 16K CYBERSECURITY 121 PART III 122 ITEM 17. FINANCIAL 122 ITEM 18. FINANCIAL 122 ITEM 19. EXHIBITS 122

SIGNATURES

SIGNATURES 123 ii INTRODUCTION We are an emerging medical device company focused on research, development, manufacture, marketing, and sale of innovative, non-invasive portable ultrasound solutions that provide significant healthcare benefits by utilizing next-generation technology for home use. We currently have two primary products, the Pulsenmore ES and the Pulsenmore FC, and an additional third portable ultrasound solution that is in earlier developmental stages, the Pulsenmore MC. We collectively refer to our products as the "Pulsenmore Products". The Pulsenmore Products open the door to a new market in the field of ultrasound – performing home scans in gynecology as well as in various other fields such as pulmonary, cardiology, and urology. We were incorporated under the laws of the State of Israel in 2014. Our ordinary shares have been listed on the Nasdaq Capital Market, or Nasdaq, since January 21, 2026 under the symbol "PLSM". Our ordinary shares have been listed on the Tel Aviv Stock Exchange, or TASE, since June 16, 2021 under the symbol "PLSM". PRESENTATION OF FINANCIAL AND OTHER INFORMATION On December 28, 2025, we effected a one-for-eight (1-for-8) consolidation of our issued and outstanding ordinary shares, or the Reverse Split, and on such date, our ordinary shares began trading on a post-Reverse Split basis on the TASE. Unless the context expressly indicates otherwise, all references to shares and per share amounts referred to herein reflect the amounts after giving effect to the Reverse Split. Unless the context otherwise requires, references in this Annual Report on Form 20-F, or this Annual Report, to the "Company," "Pulsenmore," "we," "us," "our" and other similar designations refer to Pulsenmore Ltd. Financial Our financial statements were prepared in accordance with International Financial Reporting Standards, or IFRS Accounting Standards, as issued by the International Accounting Standards Board. Our reporting c

Forward-Looking Statements."

Forward-Looking Statements." iii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain information included or incorporated by reference in this Annual Report may be deemed to be "forward-looking statements". Forward-looking statements are often characterized by the use of forward-looking terminology such as "aim," "anticipate," "assume," "believe," "contemplate," "continue," "could," "due," "estimate," "expect," "goal," "intend," "may," "objective," "plan," "predict," "potential," "positioned," "seek," "should," "target," "will," "would," or other similar words, but are not the only way these statements are identified. These forward-looking statements may include, but are not limited to, statements relating to our objectives, plans and strategies, statements that contain projections of results of operations or of financial condition, expected capital needs and expenses, statements relating to the research, development, completion and use of our products, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. Forward-looking on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Important factors that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking in forward-looking statements, including, but not limited to, the factors summarized below: our lack of operating history; our current and future

Risk Factors

Risk Factors You should carefully consider the risks described below, together with all of the other information in this Annual Report. If any of these risks actually occurs, our business and financial condition could suffer and the price of our ordinary shares could decline. Risk Factors Summary Investing in our ordinary shares and our ability to successfully operate our business and execute our growth plan each are subject to numerous and substantial risks. You should carefully consider the risks described in the risk factors below before deciding to invest in our ordinary shares. If any of these risks actually occurs, our business, financial condition or results of operations could be materially and adversely affected. In such case, the trading price of our ordinary shares would likely decline, and you may lose all or part of your investment. The following is a summary of some of the principal risks we face: Risks Related to Our Financial Condition and Capital Requirements We have a limited operating history on which to assess the prospects for our business, we have generated limited revenue from sales of our products, and we have incurred losses since inception. We have incurred significant losses since inception. As such, you cannot rely upon our historical operating performance to make an investment decision about us. We may need to raise additional funding to expand the commercialization of our products and services and to expand our R&D efforts. Risks Related to Our Business and Operations Our success depends upon regulatory approval and market acceptance of our products and services, our ability to develop and commercialize existing and new products and services and generate revenues, and our ability to identify and penetrate new markets for our technology. Medical device development is costly and involves continual technological change, which may render our current or future products obsolete. 1 We will be dependent upon the success

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