Exhibit 99.1
INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
INTERIM CONDENSED FINANCIAL STATEMENTS
AS OF JUNE 30, 2022
UNAUDITED
INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
(UNAUDITED)
TABLE OF CONTENTS
INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
UNAUDITED INTERIM CONDENSED STATEMENTS OF FINANCIAL POSITION
(U.S. dollars in thousands)
| | | June 30, | | | December 31, | |
| | | 2022 | | | 2021 | |
| ASSETS | | | | | | |
| Current Assets: | | | | | | | | |
| Cash and cash equivalents | | | 14,154 | | | | 23,749 | |
| Deposits | | | 5,020 | | | | - | |
| Other accounts receivable | | | 195 | | | | 639 | |
| Restricted cash | | | 67 | | | | 120 | |
| Total current assets | | | 19,436 | | | | 24,508 | |
| | | | | | | | | |
| Non-Current Assets: | | | | | | | | |
| Right of use assets, net | | | 1,101 | | | | 1,160 | |
| Property, plant and equipment, net | | | 208 | | | | 202 | |
| Total non-current assets | | | 1,309 | | | | 1,362 | |
| Total Assets | | | 20,745 | | | | 25,870 | |
The accompanying notes are an integral part of the financial statements.
INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
UNAUDITED INTERIM CONDENSED STATEMENTS OF FINANCIAL POSITION
(U.S. dollars in thousands)
| | | | | June 30, | | | December 31, | |
| | | Note | | 2022 | | | 2021 | |
| | | | | | | | | |
| LIABILITIES AND SHAREHOLDERS’ DEFICIT | | | | | | | | |
| Current Liabilities: | | | | | | | | |
| Trade accounts payables | | | | 50 | | | 93 | |
| Other accounts payable | | 3 | | | 1,114 | | | | 725 | |
| Lease liabilities | | | | | 309 | | | | 281 | |
| Financial Liabilities at fair value | | 4 | | | 439 | | | | 3,215 | |
| Total current liabilities | | | | | 1,912 | | | | 4,314 | |
| | | | | | | | | | | |
| Non-Current Liabilities: | | | | | | | | | | |
| Lease liabilities | | | | | 787 | | | | 900 | |
| Loan from the Israeli Innovation Authority | | | | | 293 | | | | 302 | |
| Total non- current liabilities | | | | | 1,080 | | | | 1,202 | |
| | | | | | | | | | | |
| Shareholders’ Equity: | | | | | | | | | | |
| Share capital and additional paid-in capital | | 2 | | | 52,042 | | | | 48,935 | |
| Foreign exchange reserve | | | | | (2,025 | ) | | | 210 | |
| Accumulated deficit | | | | | (32,264 | ) | | | (28,791 | ) |
| Total deficit | | | | | 17,753 | | | | 20,354 | |
| Total Liabilities and Shareholders’ Equity | | | | | 20,745 | | | | 25,870 | |
| | | | | September 28, 2022 |
Yafit Tehila
Chief Financial Officer | | Dagi Ben-Noon
Chief Executive Officer | | Date of approval of financial
statements |
The accompanying notes are an integral part of the financial statements.
INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
UNAUDITED INTERIM CONDENSED STATEMENTS OF COMPREHENSIVE LOSS
(U.S. dollars in thousands)
| | | Six months
ended
June 30, | | | Six months
ended
June 30, | |
| | | 2022 | | | 2021 | |
| | | | | | | |
| Research and development expenses | | | 4,294 | | | | 1,104 | |
| Sales and marketing expenses | | | 777 | | | | 244 | |
| General and administrative expenses | | | 2,936 | | | | 1,210 | |
| Operating loss | | | 8,007 | | | | 2,558 | |
| Finance expense (income) | | | (4,534 | ) | | | 5,732 | |
| Loss before tax | | | 3,473 | | | | 8,290 | |
| Taxes on income | | | - | | | | - | |
| Total net loss | | | 3,473 | | | | 8,290 | |
| Other comprehensive loss, net of tax: | | | | | | | | |
| Items that will not be reclassified to profit or loss: | | | | | | | | |
| Exchange losses arising on translation to presentation currency | | | (2,235 | ) | | | 33 | |
| Total comprehensive loss | | | 5,708 | | | | 8,323 | |
| Weighted average number of ordinary shares | | | 10,475,392 | | | | 2,667,207 | |
| Basic and diluted loss per share | | | (0.54 | ) | | | (3.11 | ) |
The accompanying notes are an integral part of the financial statements.
INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
UNAUDITED INTERIM CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIENCY
(U.S. dollars in thousands)
For the six months ended June 30, 2022:
| | | Share Capital | | | Additional
paid-in capital | | | Adjustments arising from
translating financial
operation | | | Accumulated deficit | | | Total | |
| Balance at January 1, 2022: | | | - | | | | 48,935 | | | | 210 | | | | (28,791 | ) | | | 20,354 | |
| Changes during the period: | | | | | | | | | | | | | | | | | | | | |
| Net loss | | | - | | | | - | | | | - | | | | (3,473 | ) | | | (3,473 | ) |
| Other comprehensive loss | | | - | | | | - | | | | (2,235 | ) | | | - | | | | (2,235 | ) |
| Total comprehensive loss | | | - | | | | - | | | | (2,235 | ) | | | (3,473 | ) | | | (5,708 | ) |
| Share base compensation | | | - | | | | 3,107 | | | | - | | | | - | | | | 3,107 | |
| Balance at June 30, 2022 | | | - | | | | 52,042 | | | | (2,025 | ) | | | (32,264 | ) | | | 17,753 | |
For the six months ended June 30, 2021:
| | | Share Capital | | | Additional
paid-in capital | | | Adjustments arising from
translating financial
operation | | | Accumulated deficit | | | Total | |
| Balance at January 1, 2021: | | | 304 | | | | 10,463 | | | | (635 | ) | | | (11,836 | ) | | | (1,704 | ) |
| Changes during the period: | | | | | | | | | | | | | | | | | | | | |
| Net loss | | | - | | | | - | | | | - | | | | (8,290 | ) | | | (8,290 | ) |
| Other comprehensive loss | | | - | | | | - | | | | (33 | ) | | | - | | | | (33 | ) |
| Total comprehensive loss | | | - | | | | - | | | | (33 | ) | | | (8,290 | ) | | | (8,323 | ) |
| Per value cancellation | | | (304 | ) | | | 304 | | | | - | | | | - | | | | - | |
| Options exercise | | | - | | | | - | | | | - | | | | - | | | | - | |
| Share base compensation | | | - | | | | 462 | | | | - | | | | - | | | | 462 | |
| Balance at June 30, 2021 | | | - | | | | 11,229 | | | | (668 | ) | | | (20,126 | ) | | | (9,565 | ) |
The accompanying notes are an integral part of the financial statements.
INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
UNAUDITED INTERIM CONDENSED STATEMENTS OF CASH FLOWS
(U.S. dollars in thousands)
| | | Six months ended
June 30,
2022 | | | Six months ended
June 30,
2021 | |
| | | | | | | |
| CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | |
| Net loss | | | (3,473 | ) | | | (8,290 | ) |
| Adjustments to reconcile net loss to net cash provided by operating activities: | | | | | | | | |
| Depreciation | | | 98 | | | | 93 | |
| Increase (decrease) in other accounts receivable | | | 400 | | | | (180 | ) |
| Increase (decrease) in trade accounts payables | | | (35 | ) | | | 6 | |
| Increase (decrease) in other accounts payable | | | 503 | | | | (77 | ) |
| Share based compensation | | | 3,107 | | | | 462 | |
| Change in fair value of Financial Liabilities at fair value | | | (2,586 | ) | | | 5,549 | |
| Financial income | | | (27 | ) | | | - | |
| Financial expenses | | | 51 | | | | 107 | |
| Net cash used in operating activities | | | (1,962 | ) | | | (2,330 | ) |
| | | | | | | | | |
| CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | |
| Purchase of property, plant and equipment | | | (55 | ) | | | (41 | ) |
| Deposits | | | (4,994 | ) | | | - | |
| Payment of deposit | | | 42 | | | | (857 | ) |
| Net cash provided investing activities | | | (5,007 | ) | | | (898 | ) |
| | | | | | | | | |
| CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | |
| Principal paid on lease liabilities | | | (155 | ) | | | (106 | ) |
| Receipt of SAFE proceeds | | | - | | | | 4,112 | |
| Receipt convertible loan | | | - | | | | 3,484 | |
| Payment of convertible loan | | | - | | | | (431 | ) |
| Loan from the Israeli Innovation Authority | | | - | | | | 55 | |
| Net cash provided financing activities | | | (155 | ) | | | 7,114 | |
| | | | | | | | | |
| Net increase in cash and cash equivalents | | | (7,124 | ) | | | 3,886 | |
| Cash and cash equivalents at the beginning of the period | | | 23,749 | | | | 496 | |
| Effects of exchange rate changes on cash and cash equivalents | | | (2,471 | ) | | | (27 | ) |
| Cash and cash equivalents at the end of the period | | | 14,154 | | | | 4,355 | |
The accompanying notes are an integral part of the financial statements.
INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
NOTE 1 – GENERAL:
| 1. | INSPIRA TECHNOLOGIES OXY B.H.N. LTD (formerly: INSENSE MEDICAL LTD) (the “Company”) was incorporated in, Israel and commenced its operations on February 27, 2018. The Company’s functional currency is the New Israeli Shekel (“NIS”). |
The Company operates in the medical technology industry and is developing a proprietary respiratory support device called the “Inspira ART system”. The Inspira ART system is a cost effective, early extracorporeal respiratory support system with an intent to function as an “artificial lung” for deteriorating respiratory patients.
The Inspira ART system is designed to utilize a hemo-protective flow approach aimed to rebalance saturation levels while patients are awake and breathing, potentially minimizing the patient’s need for mechanical ventilation.
The Company’s product has not yet been tested or used in humans and has not been approved by the U.S. Food and Drug Administration (FDA).
On July 16, 2021, the Company completed its initial public offering (“IPO”) on Nasdaq Capital Market whereby the Company sold 2,909,091 of its ordinary shares (the “Ordinary Shares”) and 3,345,455 tradable warrants (inclusive of 436,364 tradable warrants pursuant to the exercise of an overallotment option granted to the underwriters). The aggregate proceeds received by the Company from the IPO were $14,500, after deducting underwriting discounts and commissions and additional offering costs.
On July 16, 2021, following the IPO, the Company issued 2,113,905 ordinary shares and 1,149,582 warrants to investors in connection with the conversion of Company’s previously issued financial liabilities at fair value.
| 2. | The Company has not generated any revenue since its inception, and the Company is still at the development stage of its products. The Company’s operating loss for the six-months ended June 30, 2022 and 2021 were 8,007 and 2,558 , respectively, and the Company’s net loss for the same period was 3,473 and 8,290. As of June 30, 2022, the company had an accumulated deficit of 32,264. The Company has funded its operations through the proceeds of the IPO. |
The Company has also the ability to decrease its expenses in order to meet its existing cash flow streams. Management believes that the proceeds of the fundings agreements, combined with its cash on hand and the Company plans, are sufficient to meet the Company’s obligations as they come due in the foreseeable future. There are no assurances, however, that the Company will be able to obtain an adequate level of financial resources that are required for the long-term development and commercialization of its product offering.
The Company does not have any material financial obligations as of the balance date.
INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
NOTE 1 – GENERAL (Cont):
| 3. | The global pandemic resulting from the disease known as COVID-19, caused by a novel strain of coronavirus, SARS-CoV-2, has caused national and global economic and financial market disruptions and may adversely impact our business. Although the Company continued to operate almost fully including carrying out the studies in compliance with all applicable Israeli rules and guidelines on COVID-19, the employees worked remotely when full lockdowns were enforced. The spread of an infectious disease, including COVID-19, may also result in the inability of the manufacturers to deliver components or finished products on a timely basis and may result in the inability of the Company’s suppliers to deliver the parts required by the manufacturers to complete manufacturing of components or finished products. The Company cannot predict the duration or magnitude of the pandemic or the full impact that it may have on the Company’s operations and workforce, including the Company’s research and clinical trials and its ability to raise capital, which in turn could have an adverse impact on the Company’s business, financial condition and results of operation. |
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES:
The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated.
Basis of preparation
These interim condensed financial statements have been prepared in accordance with the International Accounting Standards (the “IAS”) 34 Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB). They do not include all disclosures that would otherwise be required in a complete set of financial statements and should be read in conjunction with the 2021 annual financial statements filed with the Company’s annual report on Form 20-F filed with the U.S. Securities and Exchange Commission on March 31, 2022. The Company has applied the same accounting policies and methods of computation in its interim financial statements as in its 2022 annual financial statements.
Impact of accounting standards to be applied in future periods
There are a number of standards and interpretations which have been issued by the IAS Board that are effective for periods beginning subsequent to December 31, 2022 (the date on which the Company’s next annual financial statements will be prepared up to) that the Company has decided not to adopt early. The Company does not believe these standards and interpretations will have a material impact on the financial statements once adopted.
INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
NOTE 3 – OTHER ACCOUNTS PAYABLE:
| | | June 30,
2022 | | | December 31,
2021 | |
| | | | | | | |
| Employees’ salaries and related liabilities | | | 545 | | | | 614 | |
| Accrued expenses | | | 546 | | | | 82 | |
| Other | | | 23 | | | | 29 | |
| Total | | | 1,114 | | | | 725 | |
NOTE 4 – FINACIAL LIABILITIES VALUE:
| | | June 30, 2022 | | | December 31,
2021 | |
| | | | | | | |
| Non-tradable warrants (1) | | | 5 | | | | 196 | |
| Non-tradable warrants of SAFE and Convertible Loan investors (2) | | | 56 | | | | 1,393 | |
| Tradable warrants (3) | | | 357 | | | | 1,493 | |
| Financial liability (4) | | | 21 | | | | 133 | |
| Total | | | 439 | | | | 3,215 | |
As part of an agreement signed in 2019, the investors of certain convertibles loan received, upon conversion to shares 756,333 Ordinary Shares to investors and promoters, non-tradable warrants to purchase an additional 169,019 Ordinary Shares upon consummation of an IPO on the Nasdaq. The warrants are exercisable into Ordinary Shares of the Company at an exercise price equal to the initial public offering price and are exercisable for three years after the IPO.
The warrants were designated to be measured at fair value through profit or loss.
On July 2021, as part of the IPO, the investors received the specified warrants. As of June 30, 2022, the fair value of the warrants were $5.
INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
NOTE 4 – FINACIAL LIABILITIES VALUE (Cont):
| 2. | Non-tradable warrants, SAFE and Convertible Loan investors |
On July 16, 2021, following the IPO, the Company issued 2,113,905 Ordinary Shares and 1,149,582 non-tradable warrants to investors in connection with the conversion of Company’s CLAs and SAFEs according to their terms, the fair value of the shares was classified as equity with total value of $10,041. The non-tradable warrants were designated to be measured at fair value through profit or loss.
The non-tradable warrants fair value as of June 30, 2022 is $56.
The Company sold 3,345,455 tradable warrants in the IPO. As of June 30, 2022, 1,705,000 tradable warrants were exercised. In October 2021, investors exercised 1,705,000 tradable warrants whereby the Company issued 1,705,000 Ordinary Shares to such investors. The total proceeds received by the Company from this exercise was approximately $9,377. The net proceeds after fees deducting were approximately $8,721.
The tradable warrants were designated to be measured at fair value through profit or loss.
The tradable warrants fair value as of June 30, 2022, is $357.
Financial liability to pay 7% fees on the fundings that will be received from exercises of tradable warrants.
The fair value as of June 30, 2022 is $21.
INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
NOTE 5 - SHARE BASED COMPENSATION:
In December 2019, the Company established a share option plan (the “Plan”). As of June 30, 2022, a total of 505,473 options to subscribe Ordinary Shares have been granted to employees, consultants and directors under the Plan, and a total of 3,542,542 restricted stock units (“RSUs”)have been granted to employees, consultants and directors under the Plan, of which 1,404,846 RSUs are vested as of June 30, 2022.
On March 24, 2022, the Company’s board of directors approved a grant of 536,141 RSUs to employees and a grant of 22,500 RSUs to the Company’s advisory board members and an additional consultant. The RSUs represents the right to receive Ordinary Shares at a future time. 555,500 RSU’s vest over a period of three years, with 1 year cliff and 3,141 RSUs vested immediately on the grant date. The RSUs to employees were granted under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital gain tax upon exercise.
On March 24, 2022, the Company’s board of directors granted a total of 29,400 options to subscribe for Ordinary Shares to advisory board members. The vesting period is three years commencing on the grant date, with 1 year cliff. The exercise price per share was NIS 0.37($0.12). The contractual life of the options under the Plan is ten years.
On April 6, 2022, the Company’s board of directors approved a grant of fully vested 285,713 RSUs to an officer. The RSUs represents the right to receive Ordinary Shares . The RSUs were granted under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital gain tax upon exercise.
On May 19, 2022, the Company’s board of directors approved a grant of 30,000 RSUs to an employee. The RSUs represents the right to receive Ordinary Shares at a future time and vest over a period of three years, with 1 year cliff period, commencing on the grant date. The RSUs were granted under Section 102 of the Israeli Tax Ordinance, which enables the employee to pay a 25% capital gain tax upon exercise.
The fair value of all granted options was estimated by using the Black Scholes model, which was aimed to model the value of the Company’s assets over time. The simulation approach was designed to take into account the terms and conditions of the share options, as well as the capital structure of the Company and the volatility of its assets, on the date of grant based on certain assumptions. Those conditions are, among others:
| (i) | The expected volatility is 50%; |
| (ii) | The dividend rate 0%; and |
| (iii) | Expected term – three years. |
The valuation was completed with the assistance of an external valuator based on management’s assumptions.
During the six months ended June 30, 2022, the Company recorded share-based payment expenses in the amount of $3,107.
INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
NOTE 5 - SHARE BASED COMPENSATION (Cont.):
The options to services providers and advisers outstanding as of June 30, 2022, as follows:
| | | Six months ended
June 30, 2022 | |
| | | Number of options | | | Weighted average
Exercise
price NIS | |
| Outstanding at beginning of year | | | 87,833 | | | | 0.37 | |
| Granted | | | 29,400 | | | | 10.78 | |
| Exercised | | | (2,721 | ) | | | 0.37 | |
| Forfeited | | | - | | | | - | |
| Outstanding as of June 30, 2022 | | | 114,512 | | | | 3.041 | |
| Exercisable options | | | 71826 | | | | 0.37 | |
During the six-months ended June 30, 2022, the Company recorded share-based payment expenses of option to services providers and advisers in the amount of $22.
The RSUs to services providers and advisers outstanding as of June 30, 2022, as follows:
| | | Number of RSUs | |
| Outstanding at beginning of year | | | 10,000 | |
| Granted | | | 22,500 | |
| Vested | | | 1,666 | |
| Outstanding as of June 30, 2022 | | | 30,834 | |
| Vested as of June 30, 2022 | | | 1,666 | |
During the six-months ended June 30, 2022, the Company recorded share-based payment expenses of RSUs to services providers and advisers in the amount of $22.
The options to employees and directors outstanding as of June 30, 2022, as follows:
| | | Six months ended
June 30, 2022 | |
| | | Number of options | | | Weighted average
Exercise
price NIS | |
| Outstanding at beginning of year | | | 448,120 | | | | 0.37 | |
| Forfeited | | | (57,159 | ) | | | 0.37 | |
| Outstanding as of June 30, 2022 | | | 390,961 | | | | 0.37 | |
| Exercisable options | | | 324,727 | | | | 0.37 | |
During the six-months ended June 30, 2022, the Company recorded share-based payment expenses of options to employees and directors in the amount of $110.
INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
NOTE 5 - SHARE BASED COMPENSATION (Cont.):
The RSUs to employees and directors outstanding as of June 30, 2022, as follows:
| | | Number of RSUs | |
| Outstanding at beginning of year | | | 2,002,587 | |
| Granted | | | 826,854 | |
| Vested | | | 747,579 | |
| Outstanding as of June 30, 2022 | | | 2,081,862 | |
| Vested as of June 30, 2022 | | | 1,403,180 | |
During the six-months ended June 30, 2022, the Company recorded share-based payment expenses of RSUs to employees and directors in the amount of $2,953.
NOTE 6 - FAIR VALUE MEASUREMENT:
Fair value hierarchy
The following tables detail the Company’s assets and liabilities, measured or disclosed at fair value, using a three-level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, being:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3: Unobservable inputs for the asset or liability.
As of June 30, 2022:
| | | Level 1 | | | Level 2 | | | Level 3 | |
| Non-Tradable Warrants | | | - | | | | 56 | | | | - | |
| Non-tradable warrants of SAFE and Convertible Loan investors | | | | | | | 5 | | | | | |
| Financial liability | | | - | | | | 21 | | | | - | |
| Tradable warrants | | | 357 | | | | - | | | | - | |
| Total | | | 357 | | | | 82 | | | | - | |
INSPIRA TECHNOLOGIES OXY B.H.N. LTD.
NOTES TO THE UNAUDITED INTERIM CONDENSED FINANCIAL STATEMENTS
(U.S. dollars in thousands)
NOTE 6 - FAIR VALUE MEASUREMENT (Cont.):
As of December 31, 2021:
| | | Level 1 | | | Level 2 | | | Level 3 | |
| Non-Tradable Warrants | | | - | | | | 196 | | | | - | |
| Non-tradable warrants of SAFE and Convertible Loan investors | | | | | | | 1,393 | | | | | |
| Financial liability | | | - | | | | 133 | | | | - | |
| Tradable warrants | | | 1,493 | | | | - | | | | - | |
| Total | | | 1,493 | | | | 1,722 | | | | - | |
As of June 30, 2022, the fair value measurement of the warrant’s securities in the table above, was estimated using the Black Scholes model, based on assumptions for the variable that are required as of the warrants’ valuation date.
The key inputs that were used in the both items of non-tradable warrants valuation were: risk-free interest rate between 3.83% and 3.86%, expected volatility between 53.2%-58.3% , expected dividend yield of 0% and expected term of warrants of – 2.04-3.04 years.
As of December 31, 2021, the fair value measurement of the SAFE and the warrant’s securities in the table above, was estimated using the Black Scholes model, based on a variety of significant unobservable inputs a thus represent a level 2 measurement within the fair value hierarchy.
The key inputs that were used in the both items of non-tradable warrants valuation were: risk-free interest rate between 0.19% and 0.73% ,expected volatility between 55.3%-57.8% , expected dividend yield of 0% and expected term of warrants of – 2.54-3.54 years.
The carrying amounts of trade and other receivables and trade and other payables are assumed to approximate their fair values due to their short-term nature.
Movements in level 3 assets and liabilities during the corresponding period are set out below:
| | | Warrants | | | SAFE | | | Convertible
loan | |
| Balance at December 31, 2020 | | | 219 | | | | 1,273 | | | | - | |
| Gains (losses) recognized in profit or loss | | | 111 | | | | 4,005 | | | | 1,492 | |
| Gains (losses) recognized in other comprehensive loss | | | - | | | | (20 | ) | | | 37 | |
| Additions | | | - | | | | 4,112 | | | | 3,053 | |
| Balance at June, 30 2021 | | | 330 | | | | 9,370 | | | | 4,582 | |
NOTE 7 – SIGNIFICANT EVENTS DURING THE PERIOD:
On March 4, 2022, a service provider filed a complaint against the Company in connection with a contract between the parties. To date, the Company has not been formally served with the complaint. The Company’s management and the Company’s legal counsel believe it is more likely than not that the complaint will be dismissed based on the language of the written contract between the parties.
-13-
0.54 3.11 Tradable warrantsThe Company sold 3,345,455 tradable warrants in the IPO. As of June 30, 2022, 1,705,000 tradable warrants were exercised. In October 2021, investors exercised 1,705,000 tradable warrants whereby the Company issued 1,705,000 Ordinary Shares to such investors. The total proceeds received by the Company from this exercise was approximately $9,377. The net proceeds after fees deducting were approximately $8,721.The tradable warrants were designated to be measured at fair value through profit or loss.The tradable warrants fair value as of June 30, 2022, is $357. Non-Tradable WarrantsAs part of an agreement signed in 2019, the investors of certain convertibles loan received, upon conversion to shares 756,333 Ordinary Shares to investors and promoters, non-tradable warrants to purchase an additional 169,019 Ordinary Shares upon consummation of an IPO on the Nasdaq. The warrants are exercisable into Ordinary Shares of the Company at an exercise price equal to the initial public offering price and are exercisable for three years after the IPO.The warrants were designated to be measured at fair value through profit or loss.On July 2021, as part of the IPO, the investors received the specified warrants. As of June 30, 2022, the fair value of the warrants were $5. Non-tradable warrants, SAFE and Convertible Loan investorsOn July 16, 2021, following the IPO, the Company issued 2,113,905 Ordinary Shares and 1,149,582 non-tradable warrants to investors in connection with the conversion of Company’s CLAs and SAFEs according to their terms, the fair value of the shares was classified as equity with total value of $10,041. The non-tradable warrants were designated to be measured at fair value through profit or loss.The non-tradable warrants fair value as of June 30, 2022 is $56. 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