COMMON STOCK AND PREFERRED STOCK | NOTE 7 – COMMON STOCK AND PREFERRED STOCK a. As of June 30, 2023, and December 31, 2022, the Company’s share capital is composed as follows: June 30, December 31, Authorized Issued and Authorized Issued and Shares of common stock (“Shares”) 2,990,000,000 1,372,656,029 2,990,000,000 27,273 Preferred shares 10,000,000 - 10,000,000 - On March 22, 2022, the Company Amended the Articles of Incorporation and increased the number of authorized shares to 3,000,000,000 with a par value of $0.0001 of which 2,990,000,000 shares shall be common stock with a par value of $0.0001 and 10,000,000 shares shall be preferred stock with a par value of $0.0001. There were no shares of preferred stock outstanding at June 30, 2023, and December 31, 2022. Each Ordinary share is entitled to receive dividend, participate in the distribution of the Company’s net assets upon liquidation and to receive notices of participate and vote (at one vote per share) at the general meetings of the Company on any matter upon which the general meeting is authorized. On April 3, 2023, prior to the Acquisition Agreement (See note 1), Charging Robotics issued 15 shares of Charging Robotics representing 4,091 shares of the Company, in respect of option exercises for total proceeds of $91. On April 3, 2023, prior to the Acquisition Agreement, the Company issued 28 shares of Charging Robotics representing 7,636 shares of the Company, in respect of a converted loan from a related party (See Also note 6c). On March 28, 2023, Medigus, Charging Robotics and the Company signed a securities exchange agreement pursuant to which the Company is to acquire 100% of the stock of Charging Robotics (the “Acquisition”), making Charging Robotics a wholly owned subsidiary of the Company and shareholders of the Charging Robotics will receive 72.88% of the issued and outstanding share capital of the Company. On April 4, 2023, the Acquisition closed, and the shareholders of Charging Robotics were issued 921,750,000 shares of the Company. On April 6, 2023, the Company sold a total of 136,500,000 newly issued shares of the Company’s common stock to a total of three investors for a total of $501. b. Warrants: Pursuant to the Acquisition (as defined in note 1), the Company issued the previous shareholders of Charging Robotics 922,500,000 warrants exercisable upon the Company achieving each of the three (3) performance milestones (“the Earn Out Milestones”) as follows: (i) Inhouse demonstration for automatic robotic charging of an electric vehicle – until December 31, 2025. (ii) Conditional PO for first system for automatic car parks – until December 31, 2025. (iii) Commercial agreement for pilot with an organization which was approved by the board – until December 31, 2025. All Earn Out Milestones shall immediately accelerate upon the Company uplisting to the Nasdaq stock exchange. c. Share option in the Company As of June 30, 2023 and December 31, 2022 there are no outstanding options in the Company d. Share options in Charging Robotics On February 1, 2022, Charging Robotics issued 4 BGU Options, effective January 1, 2022. The fair value of the BGU Options granted was $30 using the Black-Scholes option pricing model using the following assumptions: January Charging Robotics share price $ 7,410 Charging Robotics Exercise price $ 0 Dividend yield 0 % Risk-free interest rate 0.48 % Expected term (in years) 10 Volatility 75 % For the six months ended June 30, 2023, the Company recorded $7 in share-based compensation expenses in respect of the BGU Options (during the six months ended June 30, 2022 - $7). A summary of stock options activity during the period is as follows: Number Average Options outstanding at December 31, 2021 18 $ 8,333 Granted 4 - Options outstanding at December 31, 2022 22 $ 6,818 Exercised (18 ) 8,333 Options outstanding at June 30, 2023 4 $ - Options exercisable at December 31, 2022 - $ - The following Charging Robotics options are outstanding as of June 30, 2023: Issuance date Options Exercise Options Expiry date January 1, 2022 4 $ - - January 1, 2032 The following Charging Robotics options are outstanding as of December 31, 2022: Issuance date Options Exercise Options Expiry date January 7, 2021 18 $ 8,333 18 January 7, 2026 January 1, 2022 4 $ - - January 1, 2032 22 18 |