| SHAREHOLDERS’ EQUITY |
| NOTE 5:- |
SHAREHOLDERS’ EQUITY |
As of June 30, 2024 and December 31,
2023, no material accrual has been recorded with respect to Leiden University.
|
a. |
All ordinary shares have equal rights for all intent and purposes
and each ordinary share confers its holder: |
|
1. |
The right to be invited and participate in all the Company’s
general meetings, both annual and regular, and the right to one vote per ordinary share owned in all votes and in all Company’s
general meeting participated. |
|
2. |
The right to receive dividends if and when declared and the
right to receive bonus shares if and when distributed. |
|
3. |
The right to participate in the distribution of the Company’s
assets upon liquidation. |
|
b. |
During the six months period ended June 30, 2024,
the Company issued 296,891,100 ordinary shares previously held in abeyance. As of June 30, 2024, 157,200,000 ordinary shares held in abeyance. |
|
c. |
On April 1, 2024 the Company issued 15,000,000
ordinary shares to certain service provider in exchange for PR services. The shares issued were valued at the amount of $112 which were
recorded to general and administrative expenses during the six months ended June 30, 2024. |
On November 28, 2013, the board of
directors approved the adoption of the 2013 Share Option Plan (the “2013 Plan”). Under the Company’s 2013 Plan, in May
2023, the Company’s Board of Directors approved to increase number of ordinary shares reserved for issuance to 85,000,000.
On August 30, 2023, the Company’s
board of directors approved the adoption on a new 2023 Share Option Plan (the “2023 Plan”) and approved the reserve of 100,000,000 of
the Company’s ordinary shares to issuance under the 2023 Plan.
As of June 30, 2024, 91,000,000 shares
available for future grant under the Company’s 2023 Plans.
On May 7, 2024, the Company’s
board of directors approved a grant of 9,000,000 options exercisable into 9,000,000 of the Company’s ordinary shares to the Company’s
employees for an exercise price of NIS 0.0275 per share and 41,000,000 unlisted options exercisable into 41,000,000 of the Company’s
ordinary shares to the Company’s directors and officers (subject to shareholders’ approval, which was obtained on July 3,
2024, subsequent to the balance sheet date) for the same exercise price per share. The options shall vest on a quarterly basis for a period
of 4 years from the date of grant.
The fair value of the Company’s
share options granted was estimated using the binomial option pricing model using the following range assumptions:
| Description |
| May 7,
2024 |
|
| |
| |
|
| Risk-free interest rate |
| |
4.64 |
% |
| Expected volatility |
| |
83.40 |
% |
| Dividend yield |
| |
0 |
% |
| Contractual life (in years) |
| |
10 |
|
| Early Exercise Multiple (Suboptimal Factor) |
| |
2.5 |
|
The following table lists the number
of share options and their weighted average exercise prices in option plans of employees, directors and consultants for the six months
period ended June 30, 2024 and related information:
| |
| Number of options |
|
| Weighted
average
exercise
price |
|
| Weighted
average
remaining
contractual
terms (in
years) |
|
| Aggregate
intrinsic
value |
|
| |
| |
|
| |
|
| |
|
| |
|
| Outstanding at December 31, 2023 |
| |
82,477,000 |
|
| |
0.04 |
|
| |
8.40 |
|
| |
- |
|
| Grants |
| |
9,000,000 |
|
| |
0.00 |
|
| |
9.85 |
|
| |
- |
|
| Forfeited/expired |
| |
(5,412,500 |
) |
| |
- |
|
| |
- |
|
| |
- |
|
| |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| Outstanding at June 30, 2024 |
| |
86,064,500 |
|
| |
0.04 |
|
| |
5.6 |
|
| |
0.04 |
|
| |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| Vested and expected to vest at June 30, 2024 |
| |
86,064,500 |
|
| |
0.04 |
|
| |
5.6 |
|
| |
0.04 |
|
| |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| Exercisable at June 30, 2024 |
| |
33,998,875 |
|
| |
0.08 |
|
| |
5.4 |
|
| |
- |
|
Share based expenses recognized in
the financial statements:
| |
|
Six months ended
June 30 |
|
| |
|
2024 |
|
|
2023 |
|
| |
|
|
|
|
|
|
| Research and development |
|
$ |
34 |
|
|
$ |
50 |
|
| General and administrative (*) |
|
|
159 |
|
|
|
45 |
|
| |
|
|
|
|
|
|
|
|
| |
|
$ |
193 |
|
|
$ |
95 |
|
|
(*) |
Including expenses for shares issued for services at the amount
of $112, refer to Note 4c above. |
|
a. |
Warrants to purchase ordinary shares: |
The following
table summarizes information regarding outstanding warrants to purchase the Company’s ordinary shares as of June 30, 2024:
| Issuance date |
| Number of
outstanding
Warrants |
|
| Exercise
price per
warrant |
|
| |
| |
|
| |
|
| January 2019 |
| |
223,810 |
|
| $ |
0.65 |
|
| May 2019 |
| |
47,250,000 |
|
| $ |
0.13 |
|
| January 2020 |
| |
23,838,038 |
|
| $ |
0.12 |
|
| February 2020 |
| |
11,250,000 |
|
| $ |
0.05 |
|
| June 2020 |
| |
61,390,260 |
|
| $ |
0.08 |
|
| July 2020 |
| |
29,419,890 |
|
| $ |
0.08 |
|
| August 2021 |
| |
10,500,000 |
|
| $ |
0.07 |
|
| December 2021 |
| |
10,500,000 |
|
| $ |
0.07 |
|
| January 2023 |
| |
409,091,100 |
|
| $ |
0.01 |
|
| January 2023 |
| |
28,636,500 |
|
| $ |
0.02 |
|
| November 2023 |
| |
1,219,418,700 |
|
| $ |
0.00 |
|
| |
| |
|
|
| |
|
|
| |
| |
1,851,518,298 |
|
| |
|
|
|