COMMON STOCK AND PREFERRED STOCK | NOTE 7 – COMMON STOCK AND PREFERRED STOCK a. As of December 31, 2023, and December 31, 2022, the Company’s share capital is composed as follows: December 31, 2023 December 31, 2022 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 its Certificate of Incorporation and increased the number of authorized shares to 3,000,000,000 shares 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 December 31, 2023, and December 31, 2022. Each common share is entitled to receive dividends, participate in the distribution of the Company’s net assets upon liquidation and to receive notices of participation and voting (at one vote per share) at the general meetings of the Company’s shareholder’s on any matter upon which the general meeting is authorized to be held. Pursuant to Note 1, upon the consummation of the Acquisition Agreement, Charging Robotics became a wholly-owned subsidiary of the Company and shareholders of Charging Robotics received 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 3, 2023, prior to the Closing of the Acquisition Agreement (See Note 1), Charging Robotics issued an aggregate of 15 shares of Charging Robotics, representing 4,091 shares of the Company, in respect of option exercises by each of Mr. Ariel Dor, Lia Pure Capital Ltd. and Capitalink Ltd., for total proceeds of $91 in the aggregate. On April 3, 2023, prior to the Closing of 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 Note 6c). 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. On July 4, 2023, the Company approved its 2023 Equity Incentive Plan (the “Plan”) for the directors, officers, consultants and employees of the Company and its subsidiaries. The maximum number of options and restricted share units (“RSU”) issuable under the Plan shall be equal to 205,898,404 shares of the outstanding common shares of the Company. As of the date of this report, no options or RSUs have been issued by the Company. On August 28, 2023, the Company filed an amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”), to (i) change its name to Charging Robotics Inc. (the “Name Change”); and (ii) effect a one-for-one hundred and fifty reverse stock split (the “Reverse Stock Split”) of its outstanding shares of Common Stock. The Company submitted an Issuer Company-Related Action Notification Form to the Financial Industry Regulatory Authority, Inc. (“FINRA”) regarding the Name Change and Reverse Stock Split within FINRA’s required time frame, on August 30, 2023. FINRA’s approval of the Name Change and Reverse Stock Split is currently still pending. As a result of the Reverse Stock Split, shares of the Company’s common stock will be assigned a new CUSIP number which will be announced prior to the effective date of the Reverse Stock Split. The Reverse Stock Split does not affect the total number of shares of capital stock, including the common stock, that the Company is authorized to issue, or the par value of the Company’s common stock, which shall remain as set forth pursuant to the Amended and Restated Certificate of Incorporation. No fractional shares of common stock will be issued in connection with the Reverse Stock Split, all of which were rounded up to the nearest whole number. The Company’s outstanding warrants and equity awards will be adjusted as a result of the Reverse Stock Split, as required by the terms of such warrants and equity awards. b. Warrants: Pursuant to the Acquisition, the Company issued the previous shareholders of Charging Robotics 922,500,000 warrants, which warrants are exercisable upon the Company achieving each of the three (3) performance milestones (collectively, the “Earn Out Milestones”) as follows: (i) In-house 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 Company’s board – until December 31, 2025. Without limiting the generality of the Earn Out Milestones, all of the warrants shall immediately accelerate upon the Company’s up-listing its common shares to the Nasdaq stock exchange. c. Share options in the Company As of December 31, 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 options to Ben Gurion University (“BGU Options”) retroactively, 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 year ended December 31, 2023, the Company recorded $10 in share-based compensation expenses in respect of the BGU Options (during the year ended December 31, 2022 - $15). 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 December 31, 2023 4 $ - Options exercisable at December 31, 2022 - $ - The following Charging Robotics options are outstanding as of December 31, 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 |