STOCKHOLDERS' DEFICIT | NOTE 6:- STOCKHOLDERS’ DEFICIT a. The Common Stock confers upon their holders the right to participate and vote in general stockholder meetings of the Company and to share in the distribution of dividends, if any, declared by the Company, and rights to receive a distribution of assets upon liquidation. b. On December 11, 2017, the Company announced a notice of special meeting of stockholders, according to which, a special meeting of the stockholders was held on February 19, 2018, for the purpose of considering to grant the Company’s Board of Directors the authority, in its sole direction, to approve an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s issued and outstanding Common Stock by a ratio of not less than 1-for-10 and not more than 1-for-200. c. On February 19, 2018, the stockholders of the Company approved a reverse stock split of the Company’s issued and outstanding Common Stock by a ratio of not less than 1-for-10 and not more than 1-for-200 at any time prior to February 19, 2019, with such ratio to be determined by the Company’s Board of Directors, in its sole discretion. On February 22, 2018, the Company’s Board of Directors approved a reverse stock split of the Company’s issued and outstanding Common Stock by a ratio of 1-for-24 (“Reverse Stock Split”). For accounting purposes, all share and per share amounts for Common Stock, warrants stock, options stock and loss per share amounts have been adjusted to give retroactive effect to the Reverse Stock Split (see also Note 1d) for all periods presented in these Financial Statements. Any fractional shares that resulted from the Reverse Stock Split have been rounded up to the nearest whole share. d. On February 28, 2018, the Company received notices from existing stockholders and lenders to exercise 2016 Investment Right and 2017 Investment Rights and warrants issued in a private placement of Wize Israel that was completed in July and August 2017 (the “PIPE Warrants”) to purchase an aggregate of 788,658 shares of Common Stock (see also note 8d). During the six months ended June 30, 2018, the Company received the aggregate exercise price of approximately $861 and issued 575,134 shares of Common Stock as follows: 1. 144,168 PIPE warrants were exercised into 144,168 shares of common stock by certain stockholder. The aggregate exercise price amounted to approximately $293 was received in cash. As of June 30, 2018, 759,869 PIPE warrants remain outstanding. 2. Certain holders of 2016 Investment Rights and 2017 Investment Rights exercised approximately $568 of their right and invested $568 for 217,442 and 213,524 respectively, shares of common stock ($1.308 and $1.332 per share, respectively). As of June 30, 2018, the remaining 2016 Investment Right and 2017 Investment Rights amount to approximately $1.46 million. e. On February 22, 2018, the Company received notice for an exercise price of $1.332 per share (related to 2017 Loan) from certain lender to exercise 2017 Investment Rights to purchase an aggregate of 213,524 shares of Common Stock (see also note 6d). As of June 30, 2018 the Company received an amount of $196 with respect to such notice. Such amount was presented as part of stockholders’ deficit under the caption “receipt on account of shares to be issued”. In July 2018, the Company received an additional $88, representing the remaining exercise price related to the exercise notice and issued 213,524 shares (see also Note 8b). f. In April and June 2018, the Company issued 24,306 shares of Common Stock to two of its service providers in exchange for their services provided in 2018. The Company recognized an amount of $40 in its interim financial statements for the six month period ended June 30, 2018 and an amount of $32 approximately. will be recognized until the end of 2018. g. On May 10, 2018, the Company filed an amendment to the S-1 Registration Statement, for the purpose of registering (i) 922,330 shares of Common Stock outstanding; and (ii) 338,945 shares of Common Stock which are issuable upon conversion of the 2016 Loan and/or the 2017 Loan. The S-1 Registration Statement was declared effective by the SEC on July 12, 2018. h. Stock-based compensation: The 2012 Plan In 2012, the Company’s Board of Directors approved the adoption of the 2012 Stock Incentive Plan (the “2012 Plan”). An Israeli annex was subsequently adopted in 2013 to comply with the requirements set by the Israeli law in general and in particular with the provisions of section 102 of the Israeli tax ordinance. Under the 2012 Plan and Israeli annex, the Company may grant its officers, directors, employees and consultants, stock options, restricted stocks and Restricted Stock Units (“RSUs”) of the Company. Each Stock option granted shall be exercisable at such times and terms and conditions as the Company’s Board of Directors may specify in the applicable option agreement, provided that no option will be granted with a term in excess of 10 years. Upon the adoption of the 2012 Plan, the Company reserved for issuance 45,370 shares of Common Stock, $0.001 par value each. As of June 30, 2018, the Company has 40,474 shares of Common Stock available for future grant under the 2012 Plan. As of June 30, 2018, under the 2012 Plan, the Company had options exercisable into 4,896 shares of Common Stock outstanding and exercisable. The 2018 Plan On February 22, 2018, the Company’s Board of Directors approved the adoption of the 2018 Stock Incentive Plan (the “2018 Plan”), including an Israeli annex to comply with Israeli law, in particular the provisions of section 102 of the Israeli Income Tax Ordinance. Under the 2018 Plan, the Company may grant its employees, directors, consultants and/or contractors’ stock options, shares of Common Stock, restricted stock and restricted stock units of the Company. The Compensation Committee of the Board of Directors is currently serving as the administrator of the 2018 Plan. Each stock option granted is exercisable, unless otherwise determined by the administrator, in twelve equal installments over the three - year period from the date of grant. Unless otherwise determined by the administrator, the term of each award will be seven years. The exercise price per share subject to each option will be determined by the administrator, subject to applicable laws and to guidelines adopted by the Board of Directors from time to time. In the event the exercise price is not determined by the administrator, the exercise price of an option will be equal to the closing stock price of the Common Stock on the last trading day prior to the date of grant. Upon the adoption of the 2018 Plan, the Company’s Board of Directors reserved for issuance 435,052 shares of Common Stock. Through June 30, 2018, the Company granted 229,500 options to directors and officers, see also note 6k. i. On March 1, 2018, the Company filed a certificate of amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware in order to effectuate the Reverse Stock Split (see also Note 6b). j. On April 4, 2018, the Company granted to its officers, directors and a consultant, 131,200 fully vested RSUs. The Company determined the fair value of the RSUs to be the quoted market price of the Company’s common stock units on the date of issuance. The aggregate fair value of these restricted stock units issued was $471, and was recognized during the three months ended June 30, 2018. k. On April 4, 2018, the Company granted to its officers, directors and a consultant options exercisable into 229,500 shares of Common Stock that have an exercise price of $3.59 per share. The options will vest quarterly over a period of 36 months. Transactions related to the grant of RSUs to officers, directors and a consultant during the period ended June 30, 2018, were as follows: June 30, 2018 Opening balance $ - Granted $ 131,200 Outstanding as of June 30, 2018 $ 131,200 Transactions related to the grant of options to employees and directors under the 2012 Plan during the period ended June 30, 2018, were as follows: As of June 30, 2018 Number of options Weighted average exercise price Weighted average remaining contractual life Options outstanding as of December 31, 2017 4,896 $ 0.33 3.86 Granted - - Options outstanding and exercisable as of June 30, 2018 4,896 $ 0.33 4.86 Transactions related to the grant of options to employees and directors under the 2018 Plan during the period ended June 30, 2018, were as follows: As of June 30, 2018 Number of options Weighted average exercise price Weighted average remaining contractual life Options outstanding as of December 31, 2017 - $ - - Granted 229,500 3.59 7 Options outstanding as of June 30, 2018 229,500 $ 3.59 7 Options exercisable as of June 30, 2018 - - - At June 30, 2018, there was $461 of total unrecognized compensation cost related to non-vested option grants that is expected to be recognized over a weighted-average period of 2.75 years. The intrinsic value of options outstanding and exercisable at June 30, 2018 was not significant. The Company uses the Black-Scholes option-pricing model to estimate fair value of grants of stock options. With respect to grants of options, the risk-free rate of interest was based on the U.S. Treasury rates appropriate for the contractual term of the grant, expected volatility was calculated based on average volatility of the Company and five representative companies and contractual term of stock-based grants of 7 years. |