| SHAREHOLDERS’ EQUITY |
| NOTE 6:- |
SHAREHOLDERS’ EQUITY |
|
1. |
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. |
|
2. |
During January through June 2025, the Company issued 204,225,600 ordinary shares for net proceeds of $825
through its ATM. |
|
3. |
On April 6, 2025 the Company issued 30,000,000 ordinary shares to certain service provider in exchange
for its services. The shares issued were valued at the amount of $141 which were recorded to general and administrative expenses during
the six months ended June 30, 2025. |
|
4. |
On April 14, 2025, the Company entered into a securities purchase agreement (the “Purchase Agreement”)
pursuant to which the Company agreed to sell and issue in a registered direct offering (the “April 2025 Offering”) an aggregate
of 750,000,000 ordinary shares of the Company at an offering price of $0.004 per share (the “Ordinary Shares”). |
Aggregate gross proceeds to the Company
were approximately $3,000, before deducting fees payable to the placement agent and other offering expenses payable by the Company.
As part of the April 2025 Offering,
the Company incurred an aggregate issuance costs of $452 recorded net of the Company’s additional paid in capital. The Company also
issued to the placement agent warrants equal to 7.0% of the aggregate number of ordinary Shares represented by ADSs, or 52,500,000 ordinary
Shares represented by 175,000 ADSs, at an exercise price of $1.50 per ADS and a term expiring on April 14, 2030.
The Company accounted for the aforementioned
warrants as freestanding instrument classified at part of the Company’s permanent equity in accordance with ASC-480 and ASC-815-40.
The Company accounted for the reduction in the warrants exercise price as issuance costs to be recorded in the Company’s additional
paid in capital in accordance with ASC 815-40, following the adoption of ASU 2021-04.
|
5. |
On June 30, 2025, the Company’s shareholders meeting approved the increase of the Company’s authorized
share capital by an additional 10,000,000,000 such that following the increase, the authorized share capital shall be 20,000,000,000 ordinary
shares. |
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, 2025, 50,000,000 shares
are available for future grant under the Company’s 2023 Plan and no options available for future grant under the Company’s
2013 Plan.
The fair value of the Company’s
share options granted was estimated using the binomial option pricing model using the following range assumptions:
| Description |
|
Six months ended
June 30, 2025 |
|
| |
|
|
|
| Risk-free interest rate |
|
|
4.21 – 4.04 |
% |
| Expected volatility |
|
|
79.56- 79.82 |
% |
| Dividend yield |
|
|
0 |
|
| Contractual life |
|
|
10 |
|
| Early Exercise Multiple (Suboptimal Factor) |
|
|
2.5 |
|
| Exercise price (NIS) |
|
|
0.018-0.013 |
|
The following table summarizes the
Company’s options activity during the six months ended June 30, 2025:
| |
| Number of
options |
|
| Weighted
average
exercise
price |
|
| Weighted
average
remaining
contractual
terms (in years) |
|
| Aggregate intrinsic
value |
|
| weighted
average of
the grant
date fair
value |
|
| |
| |
|
| |
|
| |
|
| |
|
| |
|
| Outstanding at December 31, 2024 |
| |
124,829,000 |
|
| $ |
0.03 |
|
| |
7.1 |
|
| |
- |
|
| |
- |
|
| Grants |
| |
24,000,000 |
|
| $ |
0.01 |
|
| |
10 |
|
| |
- |
|
| $ |
0.00 |
|
| Expired |
| |
(30,000 |
) |
| |
- |
|
| |
- |
|
| |
- |
|
| |
- |
|
| |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| Outstanding at June 30, 2025 |
| |
148,799,000 |
|
| $ |
0.03 |
|
| |
7.1 |
|
| |
- |
|
| |
- |
|
| |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| Vested and expected to vest at June 30, 2025 |
| |
148,799,000 |
|
| $ |
0.03 |
|
| |
7.1 |
|
| |
- |
|
| |
- |
|
| |
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| |
|
|
| Exercisable at June 30, 2025 |
| |
60,283,375 |
|
| $ |
0.06 |
|
| |
5.8 |
|
| |
- |
|
| |
- |
|
Share based expenses recognized in
the financial statements:
| |
|
Six months ended
June 30 |
|
| |
|
2025 |
|
|
2024 |
|
| |
|
|
|
|
|
|
| Research and development |
|
$ |
30 |
|
|
$ |
34 |
|
| General and administrative (*) |
|
|
221 |
|
|
|
159 |
|
| |
|
|
|
|
|
|
|
|
| |
|
$ |
251 |
|
|
$ |
193 |
|
|
(*) |
Included $141 and $113 value of shares issued to Company’s service
provider for the six month ended June 30, 2025 and 2024, respectively. see also Note 5(3). |
|
7. |
Warrants to purchase ordinary share: |
The following
table summarizes information regarding outstanding warrants to purchase the Company’s ordinary shares as of June 30, 2025:
| |
| |
|
| |
|
| Issuance date |
| Number of
outstanding
Warrants |
|
| Exercise
price per
warrant |
|
| |
| |
|
| |
|
| January 2020 |
| |
23,838,038 |
|
| $ |
0.12 |
|
| December 2021 |
| |
10,500,000 |
|
| $ |
0.07 |
|
| January 2023 |
| |
28,636,500 |
|
| $ |
0.02 |
|
| November 2023 |
| |
771,366,900 |
|
| $ |
0.00 |
|
| August 2024 |
| |
1,774,285,800 |
|
| $ |
0.01 |
|
| April 2025 |
| |
52,500,000 |
|
| $ |
0.01 |
|
| |
| |
|
|
| |
|
|
| |
| |
2,661,127,238 |
|
| |
|
|
|