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SHARE CAPITAL
 9 Months Ended
Sep. 30, 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 $1,175. 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.

 

On June 10, 2025, at the Company’s annual meeting of stockholders, an amendment to the Company’s articles of incorporation was approved, increasing the number of authorized shares of common stock to 120,000,000. The amendment was subsequently filed with and accepted by the State of Delaware law and became effective on that date. Refer to Note 4G.

 

As a result, the 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, and the placement agent preferred investment options to purchase up to 305,164 shares of common stock at an exercise price of $2.6625 per share, each of which was issued on February 11, 2025, became immediately exercisable until their two year anniversary.

 

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 fiscal year ended December 31, 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

 

During the three months ended March 31, 2025, the Company raised approximately $916 in gross proceeds from the exercise of an aggregate of 610,517 outstanding Series E preferred investment options. As a result of these exercises, and in accordance with the Company’s engagement letters with its placement agent, as mentioned in Note 3D, the Company paid a cash fee of approximately $64 to its placement agent and issued an aggregate of 30,526 placement agent options.

 

During the three months ended June 30, 2025, the Company raised approximately $5,021 in gross proceeds from the exercise of an aggregate of 3,313,840 outstanding Series E, Series F and Series G preferred investment options. As a result of these exercises, and in accordance with the Company’s engagement letters with its placement agent, as mentioned in Note 3D, the Company paid a cash fee of approximately $352 to its placement agent and issued an aggregate of 165,693 placement agent options.

 

 

During the three months ended September 30, 2025, the Company raised approximately $27,918 in gross proceeds from the exercise of an aggregate of 14,689,228 outstanding Series E, Series F, Series G, Series H and Series I preferred investment options. As a result of these exercises, and in accordance with the Company’s engagement letters with its placement agent, as mentioned in Note 3D, the Company paid a cash fee of approximately $1,954 to its placement agent and issued an aggregate of 734,461 placement agent options.

 

Additionally, the Company received gross proceeds of approximately $895 from the exercise of an aggregate of 374,167 outstanding placement agent options.

 

D. Equity classification

 

The common stock of the Company is classified 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 preferred investment options 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 and Exercises

 

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.

 

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.

 

On June 10, 2025, at the Company’s annual meeting of stockholders, an amendment to the Company’s 2020 Omnibus Performance Award Plan (as amended) was approved. This amendment increased the number of shares of common stock authorized and reserved for issuance under the plan by 2,591,019 shares.

 

During the nine months ended September 30, 2025, the Company granted the CEO, executives and certain employees, and certain board members, 228,000, 386,375 and 70,000 options, respectively.

 

In August 2025, a former advisor of the Company exercised 47,218 vested options at an exercise price of NIS 0.01 per option. As a result of this exercise, the Company received total consideration of approximately $1.

 

 

F. Warrants:

 

The remaining outstanding warrants and terms as of September 30, 2025 and December 31, 2024, are as follows:

 

Issuance date  Outstanding and
exercisable as of
September 30, 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   -

    

1,685,682

   $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

  

$

1.50

  

June 3, 2026

Warrant to underwriters June 2024   28,102    78,333   $1.88   June 3, 2026
Warrant series H January 2025   1,324,488    -   $2.10   January 10, 2027
Warrant to underwriters January 2025   71,750    -   $2.19   January 7, 2027
Warrant to underwriters January 2025   189,428    -   $2.84   January 10, 2027
Warrant to underwriters January 2025   30,526    -   $1.88   July 8, 2030
Warrant to underwriters February 2025   109,478    -   $2.66   June 10, 2027
Warrant to underwriters September 2025   10,362    -   $1.88   March 16, 2028
Warrant to underwriters September 2025   31,429    -   $2.12   March 16, 2028
Warrant to underwriters September 2025   138,906    -   $2.62   March 16, 2028
Warrant to underwriters September 2025   422,535    -   $2.66   March 16, 2028
Warrant to underwriters September 2025   30,000    -   $2.62   March 29, 2028
Warrant to underwriters September 2025   53,758    -   $1,88   March 16, 2031
Warrant to underwriters September 2025   146,306    -   $1.88   September 16, 2027
Warrant to underwriters September 2025   368,572    -   $2.12   September 16, 2027
Warrant to underwriters September 2025   143,723    -   $2.63   September 16, 2027
Warrant to underwriters September 2025   187,794    -   $2.66   September 16, 2027
Warrant series J September 2025   12,064,627    -   $4.50   March 16, 2028
Warrant series J September 2025   

600,000

    -

  

$

4.50  

March 29, 2028

 

G. Increase in Authorized Shares:

 

On June 10, 2025, following the stockholders approval obtained at the 2025 annual meeting of stockholders of the Company, the Company filed with the State of Delaware a certificate of amendment to the Company’s restated certificate of incorporation, as amended, which increased the total number of shares of common stock authorized for issuance to 120,000,000 shares, with a corresponding increase in the total authorized shares from 61,000,000 to 121,000,000. Immediately thereafter, the Company had 121,000,000 shares of authorized stock, consisting of (i) 120,000,000 shares of common stock, and (ii) 1,000,000 shares of undesignated preferred stock.

 

 

H. Investment Inducement Transaction:

 

On September 14, 2025, the Company entered into an inducement agreement (the “Letter Agreement”) with certain holders (the “Holders”) of existing (i) series F preferred investment options to purchase 207,224 shares of Company’s common stock at an exercise price of $1.50 per share, (ii) series G preferred investment options to purchase 628,571 shares of Company’s common stock at an exercise price of $1.75 per share, (iii) series H preferred investment options to purchase 4,702,612 shares of Company’s common stock at an exercise price of $2.10 per share, and (iv) series I preferred investment options to purchase 8,450,708 shares of Company’s common stock at an exercise price of $2.13 per share (collectively, the “Existing Preferred Investment Options”). Pursuant to the Letter Agreement, the Holders exercised for cash their Existing Preferred Investment Options to purchase an aggregate of 13,989,115 shares of Company’s common stock, at exercise prices ranging from $1.50 to $2.13 per share, in consideration for the Company’s agreement to issue new series J preferred investment options (the “New Preferred Investment Options”) to purchase up to an aggregate of 13,989,115 shares of Company’s common stock at an exercise price of $4.50 per share (collectively, the “Inducement Transaction”). The New Preferred Investment Options are exercisable beginning six months after issuance and will expire two years thereafter.

 

At the first closing of the Inducement Transaction, which occurred on September 16, 2025, certain Holders exercised Existing Preferred Investment Options to purchase up to an aggregate of 12,064,627 shares of Company’s common stock for cash and received New Preferred Investment Options to purchase up to an aggregate of 12,064,627 shares of Company’s common stock. At the second closing of the Inducement Transaction on September 29, 2025, a certain Holder exercised Existing Preferred Investment Options to purchase 600,000 shares of Company’s common stock for cash and received New Preferred Investment Options to purchase up to 600,000 shares of Company’s common stock.

 

The third closing of the Inducement Transaction occurred on October 6, 2025. Refer to Note 7.

 

The Company received aggregate gross proceeds of approximately $26,505 from the exercise of the Existing Preferred Investment Options at the closings, before deducting placement agent fees and other offering expenses of approximately $2,249, of which $153 had not been paid as of September 30, 2025. Additionally, as a result of the Inducement Transaction, and in accordance with the Company’s engagement letters with its placement agent, as mentioned in Note 3D, the Company issued an aggregate of 633,232 placement agent options.