b.

On February 7, 2019, the Company entered into a joint venture agreement with Cannabics Pharmaceuticals, Inc. ("Cannabics"), traded on the OTC markets in the United States.

Pursuant to the agreement, the parties agreed to form a new joint venture company for the purpose of researching, developing and administering cannabinoid formulations to treat ophthalmic conditions. The new company will initially be owned 50% each by the Company and Cannabics. Promptly following the effective date, the Company and Cannabics will work together to prepare a business plan for the new company. The initial board of directors of the new company will consist of three members, including one each appointed by the Company and Cannabics, and one industry expert recommended by the Company and approved by Cannabics. The initial officers of the Company will be Noam Danenberg (the Company's chairman) and Eyal Barad (Cannabics' chief executive officer), who will serve as co-chief executive officers.

On March 1, 2019, the Company's joint venture agreement with Cannabics Pharmaceuticals, Inc. ("Cannabics") became effective following receipt of an opinion, within 30 days from execution of the agreement, from a mutually selected third party describing the regulatory pathway for eye drops containing cannabinoids or cannabinoid strings. Pursuant to the terms of the agreement, the Company issued to Cannabics 900,000 shares of its common stock and Cannabics issued to the Company 2,263,944 shares of Cannabics' common stock, which represented holding percentage less than 5 percent of Cannabic's outstanding share capital. The joint venture currently has no assets or liabilities and has not started conducting any of its planned operations.

In connection with the foregoing, the Company relied upon the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, for transactions not involving a public offering.

As a result of the share issuance, the Company recorded an amount of $765 as an increase to common stock (at par value) and additional paid-in capital with a corresponding amount of $765 as an investment in marketable securities. Such amount was based on the fair value of Cannabics' shares as of the date at which the agreement became effective. The investment in marketable securities is remeasured in subsequent periods at fair value with changes carried to profit or loss. During the nine months ended September 30, 2019 the Company recognized loss of $274 due to the change in fair value from March 1, 2019 to September 30, 2019.

On November 13, 2019, the Company determined to terminate all activities under the joint venture until such time as the parties jointly determine that no uncertainty remains with respect to U.S. federal enforcement of the cannabis industry.

c.

In March 2019, the Company issued 60,000 shares of Common Stock to certain investors in exchange for conversion of 60 shares of Preferred A stock, which was in accordance with terms of the purchase agreement.