| EQUITY | NOTE 9:- EQUITY Reverse Share Split On August 18, 2023, the Company convened
a general meeting of its shareholders, whereby the shareholders approved, inter alia, a reverse split of the Company’s share capital
up to a ratio of 30:1. Following the implementation of the Reverse Split, the Company’s authorized share capital was not adjusted
under the Company’s Articles, which as of the date of these financial statements consisted of 75,000,000 ordinary shares, no On September 14, 2023, the Company’s
Board resolved that the final ratio for the Reverse Split will be 26:1, which became effective on September 28, 2023. a. Composition of share capital as of June 30, 2024, June 30, 2023, and December 31, 2023:
June 30, 2024 December 31, 2023 June 30, 2023
Authorized Issued and Authorized Issued and Authorized Issued and
Number of shares
Ordinary shares, no par value 75,000,000 3,586,104 75,000,000 706,683 75,000,000 282,782
b. Changes in share capital: Issued and outstanding share capital:
Number of
Balance at January 1, 2024 706,683
Issuance of share capital – in respect of Standby Equity Purchase Agreement (Note 6j) 980,452
Shares issued to consultants (Note 6e) 5,869
Issuance of share in respect of exercise of pre-funded October 2023 Warrants (Note 6i) 1,893,100
Balance at June 30, 2024 3,586,104
c. Rights attached to shares: Voting rights at shareholders meetings,
right to dividends, rights upon liquidation of the Company and right to nominate the directors in the Company.
d. Capital management in the Company: The Company’s capital management
objectives are to preserve the Company’s ability to ensure business continuity thereby creating a return for the shareholders, investors
and other interested parties. The Company is not under any minimal equity requirements nor is it required to attain a certain level of
capital return.
e. Additional issuance of ordinary shares: On February 26, 2024, the Company issued
a consultant 3,465 ordinary shares in respect of services rendered in the amount of $10. On April 9, 2024, the Company issued
2,404 ordinary shares to two consultants in respect of services rendered in the amount of $7.
f. March 2021 Financing Round On March 4, 2021, the Company completed
a private offering with several accredited and institutional investors for gross proceeds of $8,150, providing for the issuance of an
aggregate of 44,331 units, as follows: (a) 35,242 units at a price of $ 183,82 The Series A Warrants have an exercise
price of $183.82 per ordinary share and the Series B Warrants have an exercise price of $275.60 per ordinary share).
Both were exercisable upon issuance and will expire five years from the date of issuance. The March 2021 Warrants are classified
as issued warrants in the Company’s equity. During the six-month period ended June
30, 2024, and the year ended December 31, 2023, there were no exercises of the 2021 Series A Warrants.
g. June 2022 Financing Round (see also note 8) On June 1, 2022, the Company completed
the June 2022 Private Placement with an investor for gross proceeds of $10,210, providing for the issuance of an aggregate of 136,388
units and pre-funded units, as follows: (a) 12,884 units at a price of $74.88 per unit, each consisting of (i) one ordinary share of the
Company, and (ii) two warrants each to purchase one ordinary share (the “June 2022 Warrants”), and (b) 123,504 pre-funded
units at a price of $73.294 per unit, each consisting of (i) one pre-funded warrant to purchase one ordinary share and (ii) two June 2022
Warrants. The June 2022 Warrants have an exercise
price of $68.38 per ordinary share. The June 2022 Warrants were exercisable upon issuance and will expire seven years from the
date of issuance. The June 2022 Warrants are classified
as current warrant liability in the Company’s balance sheet, as they are exercisable at any given time. During the six-month period ended June
30, 2024, and the year ended December 31, 2023, there were no exercises of the June 2022 Warrants.
h. August 2023 Financing Round On August 14, 2023, the Company closed
an underwritten public offering (the “2023 Public Offering”) of 212,500 ordinary shares, at a purchase price of $5.20 per
ordinary share, and pre-funded warrants to purchase up to 37,500 ordinary shares at a purchase price of $5.174 per pre-funded warrant,
for aggregate gross proceeds of approximately $1,300, pursuant to an underwriting agreement between the Company and Aegis Capital Corp,
the underwriter in the 2023 Public Offering, dated August 10, 2023. Pursuant to the terms of the underwriting agreement, the Company also
granted the underwriter a 45-day option to purchase up to an additional 37,500 ordinary shares solely to cover over-allotments. This 45-day
option was not exercised.
i. October 2023 Financing Round On October 13, 2023, the Company announced
the closing of a private placement with an institutional investor with gross cash proceeds to the Company of approximately $5,026, before
deducting fees related to the placement agent and other offering expenses payable by the Company. In connection with the private placement,
the Company issued an aggregate of 1,930,108 units, each unit consisting of two pre-funded warrants (the “October 2023 Warrants”).
The October 2023 Warrants have an exercise price of $0.001, are immediately exercisable upon issuance and have a term of five years from
the date of issuance. During the six-month period ended June
30, 2024, 1,893,100 ordinary shares were issued in respect to the exercise of 1,893,100 October 2023 Warrants. During the period between July 1, 2024,
and through to the date of this report, 1,784,211 ordinary shares were issued in respect to the exercise of 1,784,211 October 2023 Warrants.
As of the date of these financial statements, there are no outstanding October 2023 Warrants.
j. January 2024 Standby Equity Purchase Agreement On January 21, 2024, the Company entered
into a Standby Equity Purchase Agreement (“SEPA”), as amended on February 26, 2024, with YA II PN, LTD. (“YA”),
which provided for the sale of up to $20,000 of the Company’s Ordinary Shares (the “Advance Shares”). As of June 30,
2024, of the $20,000 eligible to be sold pursuant to the SEPA (the “Commitment Amount”), the Company has sold 925,159 ordinary
shares. The Advance Shares to be purchased or purchased by YA pursuant to the SEPA are for a share price equal to 97% of the market price,
which is defined as the lowest daily volume weighted average price of the Ordinary Shares during the three consecutive trading days commencing
on the trading day immediately following the delivery of an advance notice to YA. In connection with the SEPA, the Company
may request pre-paid advances of the Commitment Amount, in an amount up to $5,000 (each a “Pre-Paid Advance”). Each Pre-Paid
Advance will be evidenced by a promissory note (each a “Promissory Note”). Each Promissory Note will fully mature 24 months
following its issuance and shall accrue interest on the outstanding principal balance thereon at a rate of 5% per annum, increasing to
18% per annum upon an Event of Default (as defined in the Promissory Note). Beginning 150 days after the issuance of a Promissory Note,
the Company shall pay to YA a monthly installment payment of 10% of the original principal amount of the Promissory Note and accrued interest,
payable in cash or by submitting an advance notice, where YA will offset the amount due to be paid to the Company under such notice against
an equal amount of the monthly installment amount, at the Company’s option. If the Company elects to pay in cash, the installment
amount shall also include a payment premium in the amount of 5% of the principal amount of the installment payment. The Promissory Note
contains the Company’s customary representations and warranties and events of default. In addition, pursuant to the SEPA,
the Company issued to YA an aggregate of 55,293 of its Ordinary Shares in satisfaction of payment of the commitment fee of $200. YA will pay all brokerage fees and
commissions and similar expenses in connection with the offer and sale of Ordinary Shares by YA pursuant to the SEPA. The Company will
pay the expenses (except brokerage fees and commissions and similar expenses) incurred and register pursuant to the Securities Act of
1933, as amended, the offer and sale of the Ordinary Shares pursuant to the SEPA by YA. See also note 11b. |
