EQUITY | NOTE 5 – EQUITY a. Private Placement 1. On March 29, 2021, the Company issued to certain investors, including Moshe (Mori) Arkin, a major stockholder and director of the Company, an aggregate of 2,469,156 20 Each such unit consisted of (i) one share of the Company’s common stock and (ii) one warrant to purchase one share of the Company’s common stock with an exercise price of $ 10.35 March 31, 2026 135 2. On March 16, 2023, the Company entered into stock purchase agreements for a private placement with (i) Moshe (Mori) Arkin and (ii) The Phoenix Insurance Company Ltd. (“Phoenix Insurance”) and Shotfut Menayot Israel – Phoenix Amitim (“Phoenix Amitim”), in connection with the sale and issuance of an aggregate of 3,294,117 units, at a purchase price of $ 4.25 per unit, and for an aggregate purchase price of $ 14 million. Each unit consisted of: (i) one share of the Company’s common stock and (ii) one warrant to purchase one share of the Company’s common stock with an exercise price of $ 5.50 3. On July 16, 2024, the Company issued 2,144,583 4.80 10.3 Warrants: As of September 30, 2024, the Company had the following outstanding warrants to purchase common stock: SCHEDULE OF STOCK WARRANTS OUTSTANDING TO PURCHASE COMMON STOCK Exercise Price Number of Issuance Expiration Per Share Underlying Warrant Date Date ($) Common Stocks March 2021 Warrants March 29, 2021 March 31, 2026 10.35 2,469,156 March 2023 Warrants March 27, 2023 March 26, 2026 5.50 3,294,117 5,763,273 ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – EQUITY b. Stock-based compensation to employees, directors and service providers: In February 2020, the Company’s Board of Directors approved the 2020 Share Incentive Plan (the “2020 Plan”). The 2020 Plan initially included a pool of 580,890 64,099 401,950 777,778 1,000,000 In June 2024, the Company’s Board of Directors approved the 2024 Share Incentive Plan (the “2024 Plan”). The 2024 Plan initially included a pool of 234,484 In July, 2024, the Company’s Board of Directors approved an increase to the 2024 Plan’s option pool by an additional 850,000 The 2020 Plan and 2024 Plan each provide for the grant of stock options (including incentive stock options and nonqualified stock options), shares of common stock, restricted shares, restricted share units, and other share-based awards. Stock option activity: During nine months ended September 30, 2024, the Company granted 91,000 669,500 The fair value of each option was estimated as of the date of grant or reporting period using the Black-Scholes option-pricing model, using the following assumptions: SCHEDULE OF FAIR VALUE OF OPTIONS ESTIMATED ASSUMPTIONS Nine months ended September 30, 2024 Underlying value of ordinary shares ($) 5.55 5.70 Exercise price ($) 4.5 4.8 Expected volatility (%) 101 % Term of the options (years) 7 Risk-free interest rate 3.51 4.23 % The cost of the benefit embodied in the options granted during the nine months ended September 30, 2024, based on their fair value as of the grant date, is estimated to be approximately $ 3,692 The following table summarizes stock option activity for the nine months ended September 30, 2024: SCHEDULE OF STOCK OPTION ACTIVITY For the Nine months ended September 30, 2024 Weighted average Number of exercise Options price $ Outstanding at beginning of period 2,455,069 3.46 Granted 760,500 4.76 Forfeited (23,335 ) 3 Outstanding at end of period 3,192,234 3.77 Vested at end of period 1,573,336 3.47 ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 – EQUITY Restricted stock unit (“RSU”) activity The Company from time to time has granted RSUs to its employees and service provider pursuant to the 2020 Plan. Each RSU will vest based on continued service which is generally over three years. The grant date fair value of the award will be recognized as stock-based compensation expense over the requisite service period. The fair value of restricted stock units was estimated on the date of grant based on the fair value of the Company’s common stock. The following table summarizes RSU activity for the nine months ended September 30, 2024: SCHEDULE OF STOCK OPTION ACTIVITY For the Nine months ended September 30, 2024 Weighted Average Number of Grant Date Fair Value RSUs per Share $ Outstanding at beginning of period 39,585 4.08 Granted - - Forfeited - - Vested (19,165 ) 4.34 Unvested and Outstanding at end of period 20,420 3.84 The following table sets forth the total stock-based payment expenses resulting from options and RSUs granted, included in the statements of operation and comprehensive income: SCHEDULE OF STOCK-BASED PAYMENT EXPENSE 2024 2023 2024 2023 Nine months ended September 30, Three months ended September 30, 2024 2023 2024 2023 Unaudited USD in thousands Cost of revenues 23 11 6 6 Research and development 402 323 177 58 Sales and marketing expenses 151 83 56 21 General and administrative 924 639 298 286 Total expenses 1,500 1,056 537 371 ODYSIGHT.AI INC. (Formerly known as ScoutCam Inc.) NOTES TO THE INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS |