STOCKHOLDERS’ EQUITY | NOTE 6 – STOCKHOLDERS’ EQUITY All references to common stock, share and per share amounts have been retroactively restated to reflect the reverse recapitalization as if the transaction had taken place as of the beginning of the earliest period presented. Common Stock The Company is authorized to issue 500,000,000 $0.0001 common stock are entitled to vote on a 1 share/1 vote basis 495,454,546 437,735,093 Holders of our common stock have no preemptive, redemption, conversion or subscription rights. No sinking fund provisions are applicable to our common stock. Upon liquidation, dissolution or winding-up, holders of our common stock are entitled to share in all assets remaining after payment of all liabilities and the liquidation preferences of any of our outstanding shares of preferred stock. Subject to preferences that may be applicable to any outstanding shares of preferred stock, holders of our common stock are entitled to receive dividends, if any, as may be declared from time to time by our board of directors out of our assets which are legally available. Such dividends, if any, are payable in cash, in property or in shares of capital stock. As part of the Private Dror founders claim settlement agreement (see Note 5), 330,952,906 On August 14, 2023, as a result of the share exchange agreement and a round of private placement funding, the Company issued 388,672,359 $5,225,000 $5,025,000 $200,000 186,363,631 2,886,364 Transaction expenses relating to the private placement funding and for the Share Exchange totaled $571,796 Preferred Stock The Company is authorized to issue up to 12,500,000 .0001 $1.10 7,576,999 2,886,364 The following is a summary of the principal terms of the Series A Preferred Stock as set forth in the Certificate of Designation. Dividends The holders of Series A Preferred Stock will be entitled to dividends, on an as-if converted basis, equal to and in the same form as dividends actually paid on shares of common stock, when and if actually paid. Voting Rights The shareholders of Series A Preferred Stock are entitled to vote with holders of the Company’s common stock, par value $0.0001 Each share of Preferred Stock shall entitle the shareholder to cast that number of votes per share of Preferred Stock equal to the number of shares of Common Stock into which such share of Preferred Stock is convertible (after giving effect to certain limitations on conversion, as applicable) Liquidation Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the then holders of the Series A Preferred Stock are entitled to receive out of the assets available for distribution to stockholders of the Company the same amount that a holder of common stock would receive if the Series A Preferred Stock were fully converted (disregarding for such purposes any conversion limitations hereunder) to common stock which amounts shall be paid pari passu with all holders of common stock. Conversion The Series A Preferred Stock is convertible into common stock at any time at a conversion price of $0.011 100 On the trading day immediately following any day the Company is able to satisfy some or all of its reservation requirements pursuant to the Certificate of Designation, all, but not less than all, of the outstanding shares of Series A Preferred Stock for which common stock has been reserved will automatically convert, without any action on the part of the holder thereof and without payment of any additional consideration, into that number of shares of reserved common stock, determined by dividing the stated value of such share of Series A Preferred Stock by the Series A Conversion Price. Warrants On August 14, 2023, the Company issued warrants to purchase up to 489,834,426 456,818,176 18,181,817 five years $0.033 If at the time of the warrant’s exercise there is no effective registration statement registering, or no current prospectus available for, the resale of the shares of common stock underlying the warrant, then the holder will have the right to exercise warrant by means of a cashless exercise. In addition, if (i) the volume-weighted average price of our common stock for 20 300% 20 $500,000 6 $0.001 20 Equity Incentive Plan Prior to the share exchange agreement, there were 179,579,481 $2,516 $12,636 $5,144 $14,764 $27,322 | Note 9 – Stockholders’ Equity Share Capital Share Capital at December 31, 2022 and 2021 consists of the following all with par value of NIS 0.01: Class Authorized Issued and outstanding USD value Ordinary 1,476,321 124,156 $ 294 Series A-1 75,000 52,632 141 Series A-2 25,000 14,921 39 Series A-3 25,000 20,435 52 Series A-4 298,679 35,072 100 Series A-5 150,000 77,873 246 Total 2,050,000 325,089 $ 872 Issuances During 2021, an investor exercised 3,512 67.10 235,655 In December 2021, the Company completed a round of financing which included $ 3 150 77,783 40.45 9,271 3,708 5,098 Ordinary Shares Ordinary Shares rights in the Company including, without limitation, the right to receive notices of Shareholders’ meetings, to attend and vote at Shareholders’ meetings, to participate in distribution of dividends and to participate in distribution of surplus assets and funds in liquidation of the Company, but excluding and subject to the special rights which are expressly attached only to the Preferred Shares. Preferred Shares The Preferred Shares confer on their holders all rights attached to the Ordinary Shares in the Company, and in addition bear the rights and restrictions below. Each Preferred Share shall be convertible, at the option of the holder of such share, at any time after the date of issuance of such share, into such number of fully paid and non-assessable Ordinary Shares, initially on a one-to-one basis, and as such conversion ratio may be adjusted in accordance with the provisions of the Articles of Association. In addition, each of the Preferred Shares shall automatically be converted into fully paid and non-assessable Ordinary Shares, in the event of (a) a qualified IPO; or (b) both the holders of at least 66% 66% If the Company issues any new equity securities for a consideration per share that is less than the original issue price of the Preferred A-5 Shares, the original issue price of the Preferred A-5 Shares shall be adjusted on a full ratchet basis through the issuance of additional Preferred A-5 Shares to the Preferred A-5 Shareholders. In the event of any liquidation, prior and in preference to any distribution of any of the Company’s assets to holders of other Securities, the holders of Preferred Shares shall be entitled to receive, pro-rata, in preference to all other shareholders, an amount per Preferred Share then held by them equal to the applicable Original Issue Price as defined in the share purchase agreements. Prior to and in preference to the distribution of any distributable proceeds to the holders of any class or series of shares of the Company, each of the holders of Preferred Shares shall be entitled to receive for each Preferred Share held by it, an amount equal to 6% of the applicable original issue price per annum, compounded and calculated from December 6, 2021, until the date of distribution of such distributable proceeds, less any amount actually paid to such holder as a dividend preference, prior to such distribution and thereafter according to the all Shareholders pro rata to their shareholdings in the Company, (” Preferred dividend preference”). As of December 31, 2022 and 2021, no 769,582 49,143 Equity Incentive Plan The Company’s board of directors adopted and approved the 2021 Equity Incentive Plan (the “2021 Plan”). Under the 2021 Plan, the Company may grant equity-based incentive awards, including options, restricted stock, and other stock-based awards, to any directors, employees, advisers, and consultants that provide services to the Company. The vesting period, term and exercise price will be determined at the time of the grant. An aggregate of up to 51,482 On December 6, 2021, the Board of Directors approved the issuance of options to purchase an aggregate of 41,755 $14.15 December 6, 2031 57,675 5 101.82 1.21 zero 2.72 14.15 During June 2022, the Board of Directors approved the issuance of options to purchase an aggregate of 2,610 $14.15 June 1, 2032 $3,605 5 102.28 2.94 zero 2.72 14.15 The expense will be amortized over the respective vesting periods. The fair value of the Ordinary Shares of $2.72 The following table summarized the option activity for the year ended December 31, 2022 and 2021: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Options Shares Price Term (in years) Value Balance Outstanding, January 1, 2021 5,744 $ 152.78 1.05 $ — Granted 41,755 14.15 9.94 — Forfeited — — — — Exercised — — — — Expired — — — — Balance Outstanding, December 31, 2021 47,499 $ 30.91 8.74 — Granted 2,610 14.15 9.42 — Forfeited — — — — Exercised — — — — Expired (5,744 ) 152.78 — — Balance Outstanding, December 31, 2022 44,365 $ 14.15 8.96 $ — Exercisable, December 31, 2022 13,918 $ 14.15 8.93 $ — Stock-based compensation expense for years ended December 31, 2022 and 2021 amounted to $ 19,908 1,414 19,225 0 1.38 As of December 31, 2022, there was $39,958 1.96 Warrants Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contractual Intrinsic Warrants Shares Price Term Value Balance Outstanding, January 1, 2021 142,427 $ 64.48 2.70 $ 15,486 Granted 5,098 67.10 4.00 — Forfeited (5,098 ) — — — Exercised (3,512 ) — — — Expired — — — — Balance Outstanding, December 31, 2021 138,915 $ 64.35 2.73 $ 15,486 Granted — — — — Forfeited — — — — Exercised — — — — Balance Outstanding, December 31, 2022 138,915 $ 64.35 1.73 $ 13,263 Exercisable, December 31, 2022 138,915 $ 64.35 1.73 $ 13,263 The aggregate intrinsic value was calculated using the NIS 0.01 $2.72 |