🧾 What This Document Is

This is BIOHARVEST SCIENCES INC.'s Annual Information Form (AIF), filed as part of its 40-F annual report with the SEC. Think of it as a comprehensive "owner's manual" that publicly traded companies must update yearly. It details the company's business, risk factors, management, and financial condition for investors as of March 31, 2026.

🏢 What The Company Does

In simple terms, BioHarvest is a biotech company that grows plant-based products using a proprietary technology.

Core Technology: They use a "Botanical Synthesis Platform" to create specific plant cells, which they then grow in large fermenters. This is like brewing beer, but instead of yeast, they're cultivating plant cells.
Main Products: Their flagship product is VINIA®, a nutraceutical supplement made from red grape cells, marketed for cardiovascular health. They are developing other nutraceutical and cosmeceutical (skin care) products.
Business Model: They sell directly to consumers via their VINIA.com and VINIA.co.il websites (~80% of revenue) and through Amazon Marketplace (~20% of revenue). They also have a business unit offering CDMO (Contract Development and Manufacturing Organization) services, using their tech to grow plant cells for other companies.
Operations: Their main manufacturing facility is in Yavne, Israel. Management and R&D are also based in Israel.

⚠️ Critical Risk: Going Concern Warning

The company's auditors (Ziv Haft Certified Public Accountants (Isr.)) have issued a "substantial doubt about the company's ability to continue as a going concern." 👉 Why it matters: This is a major red flag. It means the auditors believe the company may not have the cash to operate for the next year without securing significant new funding. They will need to raise capital through debt, equity, or other means, which could be difficult, dilutive to current shareholders, or both.

🌍 Significant Geopolitical Risk (Israel)

A massive portion of the filing details risks tied to its location.

Concentration: All key facilities, management, and most employees are in Israel (Rehovot and Yavne).
Active Conflicts: The filing provides a detailed timeline of recent and ongoing hostilities involving Israel, Hamas, Hezbollah, and Iran, including events up to February 2026.
Impact: Potential disruptions to operations, supply chains, employee availability (due to military reserve duty), and access to international markets. Insurance may not cover war-related losses.
Mitigation: The company states it has a business continuity plan (e.g., remote work, safety stock) and has not yet experienced a material impact, but the situation remains highly volatile.

💰 Financial & Business Risks

The filing outlines a long list of operational and market risks:

Need for Capital: Requires additional funding to grow, launch new products, and expand facilities. There's no guarantee it will be available.
Customer & Channel Concentration: Heavily reliant on its e-commerce sites and Amazon. A policy change or dispute with Amazon could severely hurt sales.
Supply Chain: Dependent on key raw materials, utilities, and third-party suppliers/manufacturers. Any disruption could halt production.
Regulation: Operates in the heavily regulated dietary supplement space, subject to rules from the FDA, Health Canada, and Israeli authorities. Failure to comply could lead to recalls, fines, or shutdowns.
Competition: Faces intense competition from larger, better-resourced companies in the biotech, nutraceutical, and CDMO industries.
Cybersecurity: Systems are vulnerable to attacks that could disrupt operations, steal data, or cause liability.
Intellectual Property: Success depends on protecting its patents and trade secrets. Infringement claims or failure to enforce rights could be costly and damaging.

👥 Leadership & Board

The filing lists the company's key executives and directors as of March 31, 2026. Notable points:

CEO: Zaki Rakib
Board Chair: Vivien Rakib (also a significant shareholder)
Recent Additions: Prof. Chezy Levy (former Director General of the Israeli Ministry of Health) joined the board in March 2026. Sharon Malka became a director in January 2025.
Board Structure: The board is divided into three classes with staggered, three-year terms.
Committees: Key committees include Audit, Compensation, Nominating & Corporate Governance, and Pricing.

🔮 What's Next

The company's strategy, while under significant pressure, involves:

Growth of VINIA®: Continue expanding its flagship product line.
New Products: Launch new nutraceutical and cosmeceutical products.
CDMO Services: Grow its contract manufacturing business.
Secure Funding: A critical, immediate goal to address the going concern warning.
Manage Geopolitical Risk: Continue implementing its business continuity plans.

🧠 The Analogy

Investing in BioHarvest right now is like investing in a promising, innovative startup that has developed a cool new product but is trying to scale up while its headquarters is located in an active storm zone. The technology has potential, but the immediate risks—running out of cash (the going concern) and the constant threat of disruption from the external environment (geopolitics)—are severe and could sink the company before its plans come to fruition.

📇 Key Contacts & People

Chief Executive Officer & Director: Zaki Rakib, Rehovot, Israel
Chief Financial Officer: Ilan Kaplan, Rehovot, Israel
VP, Investor Relations & Secretary: Josh Bartolomie, [email protected]
General Counsel & Corporate Secretary: Nava Swersky Sofer, Rehovot, Israel
Board Chair: Vivien Rakib, Tel Aviv District, Israel
Director (and Chair of Audit Committee): Sharon Malka, Central District, Israel
Director (and Chair of Compensation & Nominating Committees): Anne Binder, Île-de-France, France
Director: Prof. Chezy Levy, Central District, Israel
Director: John (Jake) Fiddick, British Columbia, Canada
Director: Malkit Azachi (VP, R&D), Central District, Israel

🧩 Final Takeaway

BioHarvest SCIENCES is a tech-driven nutraceutical company with a unique platform but faces a triple threat: a formal going concern warning from its auditors, extreme geopolitical risk due to its Israeli base, and the inherent challenges of competing in a crowded market. Any potential investor must weigh the long-term potential of its technology against these severe near-term survival risks.

BIOHARVEST SCIENCES INC. — 40-F Filing