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SHARE CAPITAL
 3 Months Ended
Mar. 31, 2025
Equity [Abstract]  
SHARE CAPITAL

NOTE 4 - SHARE CAPITAL

 

A. Registered direct and private placement offerings

 

On January 6, 2025, the Company entered into Securities Purchase Agreements with institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market under the rules of the Nasdaq Stock Market, an aggregate of 4,000,001 shares of the Company’s common stock, par value $0.01 per share, at an offering price of $1.75 per share, for aggregate gross proceeds from the offerings of approximately $7,000 before deducting the placement agent fee and related offering expenses of approximately $690. In a concurrent private placement, the Company agreed to issue to the investors series G preferred investment options to purchase up to 8,000,002 shares of common stock at an exercise price of $1.75 per share. Each Series G preferred investment option is exercisable immediately and will expire two years from the initial exercise date. The Company also issued to Wainwright or its designees preferred investment options to purchase up to 200,000 shares of common stock which have the same terms as investors’ preferred investment options except for an exercise price equal to $2.1875 per share.

 

On January 7, 2025, the Company entered into Securities Purchase Agreements with institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market under the rules of the Nasdaq Stock Market, an aggregate of 3,788,550 shares of the Company’s common stock, par value $0.01 per share, at an offering price of $2.27 per share, for aggregate gross proceeds from the offerings of approximately $8,600 before deducting the placement agent fee and related offering expenses of approximately $818. In a concurrent private placement, the Company agreed to issue to the investors series H preferred investment options to purchase up to 7,577,100 shares of common stock at an exercise price of $2.10 per share. Each Series H preferred investment option is exercisable immediately and will expire two years from the initial exercise date. The Company also issued to Wainwright or its designees preferred investment options to purchase up to 189,428 shares of common stock which have the same terms as investors’ preferred investment options except for an exercise price equal to $2.8375 per share.

 

On February 9, 2025, the Company entered into Securities Purchase Agreements with institutional investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering priced at-the-market under the rules of the Nasdaq Stock Market, an aggregate of 6,103,289 shares of the Company’s common stock, par value $0.01 per share, at an offering price of $2.13 per share, for aggregate gross proceeds from the offerings of approximately $13,000 before deducting the placement agent fee and related offering expenses of approximately $1,176. In a concurrent private placement, the Company agreed to issue to the investors series I preferred investment options to purchase up to 12,206,578 shares of common stock at an exercise price of $2.13 per share. Each Series I preferred investment option is exercisable on the later of (i) the date on which the amendment to the Company’s articles of incorporation that increases the number of authorized shares of common stock to an amount of shares of common stock sufficient for the exercise in full of the series I preferred investment options is filed and accepted with the State of Delaware law (such date, the “Authorized Share Increase Date”) and

 

 

(ii) the date on which approval as may be required by the applicable rules and regulations of the Nasdaq Stock Market (or any successor entity) from the stockholders of the Company with respect to the issuance of all the series I preferred investment options and the shares of common stock issuable upon the exercise thereof, is received and deemed effective under Delaware law (the “Initial exercise date”), and will expire two years from the initial exercise date. Net cash settlements are not permitted under any event under the Securities Purchase Agreements.

 

The Company also issued to Wainwright or its designees preferred investment options to purchase up to 305,164 shares of common stock which have the same terms as investors’ preferred investment options except for an exercise price equal to $2.6625 per share.

 

B. At-the-market offerings

 

On July 1, 2024, the Company filed with the SEC a prospectus supplement relating to the offer, issuance and sale of up to $4,820 of the Company’s shares of common stock pursuant to the ATM Agreement. During the year 2024, the Company issued 3,433,880 shares of the Company’s common stock pursuant to the ATM Agreement, for total gross proceeds of approximately $3,756 before deducting sales agent commissions and other offering expenses of $239.

 

In January 2025, the Company issued 842,606 shares of the Company’s common stock pursuant to the ATM Agreement, for total gross proceeds of approximately $1,062 before deducting sales agent commissions and other offering expenses of $65. The Company is no longer selling its securities pursuant to the ATM Agreement and has not as of the filing of these financial statements entered into a new or replacement ATM agreement.

 

C. Exercise of Investment Options

 

In January 2025, the Company raised approximately $916 in gross proceeds from the exercise of 610,517 outstanding Series E preferred investment options, before deducting placement agent fee of $64.

 

D. Equity classification

 

The common stock of the Company are recognized as equity under the requirements of ASC Topic 505 Equity.

 

The Company analyzed the accounting treatment for all of the outstanding preferred investment options. Based on the Company’s analysis all such warrants were classified as equity.

 

The Company analyzed the accounting treatment for all of the outstanding preferred investment options issued to Wainwright. Since the Company did not identify any features causing liability classification according to ASC 718, it concluded that all such preferred investment options are equity-classified awards.

 

E. Employee Stock Option Grants

 

During the year ended December 31, 2024:

 

●The Company granted the CEO, its executives and management, fully vested options to purchase an aggregate of 80,000 and 50,000 shares of the Company’s common stock, respectively, at an exercise price per share of $1.2684.

 

●The Company granted the CEO and certain executives, options to purchase an aggregate of 80,000 and 52,500 shares of the Company’s common stock, respectively, at an exercise price per share of $1.25. The vesting of these options is subject to the achievement of specified performance conditions. For the year ended December 31, 2024, the Company recorded an expense of $38, reflecting management’s assessment that the specified performance milestones for 35,625 of the 132,500 options were achieved by their due date.

 

 

●The Company granted the CEO, its executives, and certain employees, options to purchase an aggregate of 80,000 and 115,000 shares of the Company’s common stock, respectively, at an exercise price per share of $1.2684, with a vesting period of three years.

 

●The Company granted an advisor options to purchase an aggregate of 25,000 shares of the Company’s common stock, at an exercise price per share of $0.881, with a vesting period of three years.

 

With respect to the CEO’s 2023 annual bonus, during February 2024, the Company paid 25% of the CEO’s total 2023 bonus – amounting to approximately $99, through the grant of fully vested options to purchase an aggregate of 79,567 shares of the Company’s common stock with an exercise price per share of $1.25.

 

During the three months ended March 31, 2025, the Company granted the CEO, executives and certain employees, and certain board members, 228,000, 313,875 and 70,000 options, respectively. In addition, in February 2025, the Company determined that 35,625 out of 132,500 performance-based options granted in February 2024 had met their milestones and been vested, while the remainder 96,875 options which did not meet their milestones had been forfeited.

 

F. Warrants:

 

The remaining outstanding warrants and terms as of March 31, 2025 and December 31, 2024 are as follows:

 

Issuance date 

Outstanding and
exercisable as of
March 31, 2025

   Outstanding and
exercisable as of
December 31, 2024		   Exercise Price  

Exercisable

Through

Warrant to underwriters October 2022                       51,125                             51,125   $6.11   October 21, 2027
Warrant to underwriters May 2023   32,778    32,778   $2.75   November 23, 2026
Warrant to underwriters May 2023   60,476    60,476   $2.75   November 24, 2026
Warrant to underwriters June 2023   35,088    35,088   $2.67   June 2, 2028
Warrant to underwriters June 2023   31,231    31,231   $4.06   June 28, 2028
Warrant series E January 2024   1,075,165    1,685,682   $1.50   July 3, 2029
Warrant to underwriters January 2024   84,284    84,284   $2.03   July 3, 2029
Warrant series F June 2024   3,133,338    3,133,338   $1.50   June 3, 2026
Warrant to underwriters June 2024   78,333    78,333   $1.88   June 3, 2026
Warrant series G January 2025   8,000,002    -   $1.75   January 7, 2027
Warrant to underwriters January 2025   200,000    -   $2.1875   January 7, 2027
Warrant series H January 2025   7,577,100    -   $2.10   January 10, 2027
Warrant to underwriters January 2025   189,428    -   $2.8375   January 10, 2027
Warrant to underwriters January 2025   

30,526

    -   $

1.875

  

July 8, 2030

Warrant series I February 2025   12,206,578    -   $2.13   (*)
Warrant to underwriters February 2025   305,164    -   $2.6625   (*)

 

(*) See Note 4A.