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Shareholders’ Equity | 9 Months Ended
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Sep. 30, 2024
Shareholders’ Equity [Abstract] |
SHAREHOLDERS’ EQUITY | NOTE 7 – SHAREHOLDERS’ EQUITY:
| a. | During January and February 2023, the Company purchased 7,920 shares of its common stock, for a total price of $50. (Total of 10,690 common stock are held by the company as treasury shares).
| b. | Offering of common stocks and warrants May 2023:
On May 8, 2023, the Company completed a fund-raising round in a total gross amount of $3,500 pursuant to which the Company agreed to issue and sell to Armistice Capital Master Fund Ltd. (the “Holder”) in a private placement (the “Offering”):
| 1. | 190,000 shares of the Company’s common stock, $0.0001 par value;
| 2. | 754,670 pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 754,670 shares of Common Stock for an exercise price of $0.0001 which are exercisable (either physically or on net-cash basis at the Holder’s discretion) immediately upon their issuance until their full exercise. Their exercise price is adjustable upon dilutive events (such as subsequent rights offerings, pro-rata distributions and stock dividends and splits). The Holder also has certain rights upon a fundamental transaction (as defined in the agreement) as specified in the agreement. The warrants were classified as equity pursuant to ASC 815-40. During July and August 2023, the Holder elected to exercise 754,670 of the pre-funded warrant. The total exercise price in the amount of $0.0755 was paid in cash.
| 3. | warrants to purchase up to 944,670 shares of Common Stock (“Common Warrants”) for an exercise price of $3.58 which are exercisable (physically or upon occurrence of certain events on net-cash basis at the Holder’s discretion) immediately upon their issuance until November 8, 2028. Their exercise price is adjustable upon dilutive events (such as subsequent rights offerings, pro-rata distributions and stock dividends and splits). The Holder also possesses a right to receive any additional consideration that holders of common stocks may be entitled to upon a fundamental transaction (as defined in the agreement).
The Company determined that the Common Warrants are not indexed to the Company’s own stock and therefore are precluded from equity classification. The Common Warrants will be measured at fair value at inception and in subsequent reporting periods with changes in fair value recognized as financial income or expense as change in fair value of warrant liabilities in the period of change in the condensed consolidated statements of comprehensive loss. The Common Warrants were recorded at fair value on May 8, 2023, at $1,972 and were classified as a long-term liability on the Condensed Consolidated Balance Sheet, and the residual value allocated to the common stock and pre-funded warrants which were classified as equity. On September 30, 2023, the Company and the Holder entered into a Common warrants amendment agreement (the “Amendment”) to amend the Common warrants to purchase up to 944,670 shares of the Company’s common stock, par value $0.0001 issued to the Holder. The Amendment made certain adjustments to the definition of a “Fundamental Transaction” in Common Warrant agreement. Additionally, the Amendment increased the number of Common Warrants to include an additional 55,000 Common warrants and changed the exercise price of the Common Warrants to $2.75. The Company reclassified the Common warrants as equity based on the guidance provided under ASC 815-40, due to the adjustments stated in the amendment. As of the date of the amendment of the Common warrants, the fair value of the warrants was estimated at $314. Offering Costs related to May 2023 fund-raising round Upon the consummation of the Offering and pursuant to an agreement entered into with H.C. Wainwright & Co., LLC (the “Underwriter”), the Company has paid in cash to the Underwriter (and the escrow agent) a total amount of $291. The Company has also granted to the Underwriter upon the consummation of the Offering, warrants to purchase up to 66,127 of the Company’s common stocks which carry the same terms as the common stock warrants, except for the exercise price which reflect 125% of the share price in the Offering ($4.6313). The warrants are classified as mezzanine equity based on the guidance provided under ASC 480-10-S99-3A and SAB Topic 14. E. As of the issuance date of the underwriter warrants, the fair value of the warrants was estimated at $104.
| c. | Offering of common stocks and warrants December 2023
On December 20, 2023, the Company completed a fund-raising round in a total gross amount of $1,500 pursuant to which the Company agreed to issue and sell to the Holder in December’s private placement (the “Second Offering”):
| 1) | 301,000 shares of the Company’s common stock, $0.0001 par value;
| 2) | 970,187 pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 970,187 shares of Common Stock for an exercise price of $0.0001 which are exercisable (either physically or on a net-cash basis at the Holder’s discretion) immediately upon their issuance until their full exercise. Their exercise price is adjustable upon dilutive events (such as subsequent rights offerings, pro-rata distributions and stock dividends and splits). The Holder also has certain rights upon a fundamental transaction (as defined in the agreement) as specified in the agreement. During June 2024, the Holder elected to exercise 970,187 of the pre-funded warrant. The total exercise price in the amount of $0.097 was paid in cash.
| d. | Warrant Inducement Agreement June 2024:
| 3) | warrants to purchase up to 1,271,187 shares of Common Stock (“Common Warrants”) for an exercise price of $1.18 which are exercisable (physically or upon occurrence of certain events on a net-cash basis at the Holder’s discretion) immediately upon their issuance until June 20, 2029. Their exercise price is adjustable upon dilutive events (such as subsequent rights offerings, pro-rata distributions and stock dividends and splits). The Holder also possesses a right to receive any additional consideration that holders of common stocks may be entitled to upon a fundamental transaction (as defined in the agreement).
In connection with the Second Offering, the Company also has agreed to amend the existing warrants to purchase up to an aggregate of 999,670 shares of the Company’s common stock that were previously issued in May 2023 (and amended in September 2023) at an exercise price of $2.75 per share, such that effective on the date of shareholder approval to amend the warrants, the amended warrants will have a reduced exercise price of $1.18 per share. In the event that the Shareholder Approval is not obtained, the warrant amendment shall be null and void and the provisions of the existing warrants shall remain unchanged. The shareholder approval was not obtained until June 5, 2024, when the Company entered into a warrant inducement agreement with the Holder. See note 7(d) for further details. The common stock, pre-funded warrants and the warrants were classified as equity pursuant to ASC 815-40. Offering Costs related to December 2023 fund-raising Upon the consummation of the Second Offering and pursuant to an agreement entered into with H.C. Wainwright & Co., LLC (the “Underwriter”), the Company has paid in cash to the Underwriter (and the escrow agent) a total amount of $129. The Company has also granted to the Underwriter upon the consummation of the Second Offering, warrants to purchase up to 88,983 of the Company’s common stocks which carry the same terms as the common stock warrants described above (Note 7b.), except for the exercise price which reflect 125% of the share price in the Second Offering ($1.475). The warrants are classified as mezzanine equity based on the guidance provided under ASC 480-10-S99-3A and SAB Topic 14. E. As of the issuance date of the underwriter warrants, the fair value of the warrants was estimated at $55. The valuation was based on a Black-Scholes option-pricing model, using an expected volatility of 57%, a risk-free rate of 3.86%, a contractual term of 5.5 years and a stock price at the issuance date of 1.18. The total Second Offering costs in the amount of $230 was recognized in equity. On June 5, 2024, the Company entered into a warrant inducement agreement with the Holder (as defined in Note 7b above) regarding the Common Warrants to purchase up to an aggregate of 999,670 shared of the Company’s common stock originally issued on May 8, 2023 at an exercise price of $2.75 per share (the “Existing Warrants”). Pursuant to the inducement agreement, the Holder agreed to exercise for cash the Existing Warrants to purchase an aggregate of 999,670 shares of the Company’s common stock at an exercise price of $2.75 per share in consideration of the Company’s agreement to issue new common stock purchase warrants, to purchase up to an aggregate of 1,999,340 shares of common stock (the “June Warrants”) for an exercise price of 2.00$ at a 1:1 exchange ratio. As further consideration, the Holder agrees to pay $0.125 cents per newly issued warrant outlined above for a total of $249. The June Warrants will be exercisable immediately upon issuance, half of which with a term of 5.5 years (the “5.5 Years June Warrants”), and the remaining with a term of 2 years (the “2 Years June Warrants”) (physically or upon occurrence of certain events on a cashless basis at the Holder’s discretion). Their exercise price and the number of shares issuable upon exercise is adjustable upon dilutive events (such as subsequent rights offerings, pro-rata distributions and stock dividends and splits). The Holder also possesses a right to receive any additional consideration that holders of common stocks may be entitled to upon a fundamental transaction (as defined in the agreement). Pursuant to the inducement agreement the Holder exercised the Existing Warrants for a total gross cash amount of approximately $2,999, before deducting offering costs. As of the issuance date of the June Warrants, the fair value of the warrants was estimated at $1,451. The Company valuation was based using the Black-Scholes valuation model. The significant inputs into the Black-Scholes valuation model at the initial recognition date are as follows:
|  | 5.5 Years June Warrants |  |  | 2 Years June Warrants |
Term |  |  | 5.5 years |  |  |  | 2 years |
Expected volatility |  |  | 44.77 | % |  |  | 44.77 | %
Risk-free rate |  |  | 3.95 | % |  |  | 4.28 | %
Stock price |  | $ | 1.97 |  |  | $ | 1.97 |
In accordance with ASC Topic 815 guidance on equity classified warrant modifications, the incremental change in fair value of the Induced Warrants was accounted for as an additional equity issuance cost for the warrant inducement, which was recorded to additional paid-in capital. On June 30, 2024, the Company entered into a warrant inducement agreement with the Holder. See note 7(e) for further details. Offering Costs related to warrant inducement agreement June 2024: Upon the consummation of the to the warrant inducement agreement and pursuant to an agreement entered into with H.C. Wainwright & Co., LLC (the “Underwriter”), the Company has paid in cash to the Underwriter (and the escrow agent) a total amount of 331$ and has paid other related issuance cost amounting to approximately $66. The Company has also granted to the Underwriter upon the consummation of the warrant inducement, warrants to purchase up to 69,977 of the Company’s common stocks which carry the same terms as the June Warrants described above, except for the exercise price which reflect 125% of the reduced exercise price of the Existing Warrants ($3.4375). The warrants are classified as mezzanine equity based on the guidance provided under ASC 480-10-S99-3A and SAB Topic 14. E. As of the issuance date of the underwriter warrants, the fair value of the warrants was estimated at $42. The valuation was based on a Black-Scholes option-pricing model, using an expected volatility of 44.77% a risk-free rate of 3.95% contractual term of 5.5 years, and a stock price at the issuance date of $1.97. The total offering costs (including the inducement effects) in the amount of approximately $1,890 was recognized in equity.
| e. | Warrant Inducement Agreement July 2024:
On June 30, 2024, the Company entered into a warrant inducement agreement with Holder (as defined in Note 7b above), to purchase up to an aggregate of 999,670 shares of the 2 Years June Warrants, originally issued on June 6, 2024 at an exercise price of $2.00 per share (the “2 Years June Warrants”). The closing date of the June 30, 2024 Inducement Letter Agreement was on July 2, 2024. Pursuant to the inducement agreement, the holder agreed to exercise for cash the 2 Years June Warrants to purchase an aggregate of 999,670 shares of the Company’s common stock at an exercise price of $2.00 per share, in consideration of the Company’s agreement to issue new common stock purchase warrants, to purchase up to an aggregate of 1,999,340 shares of common stock (the “July Warrants”), for an exercise price of $1.75 at a 1:1 exchange ratio. As further consideration, the Holder agrees to pay $0.125 cents per newly issued warrant outlined above for a total of $250. The July Warrants will be exercisable immediately upon issuance, with a term of 2 years. Their exercise price and the number of shares issuable upon exercise is adjustable upon dilutive events (such as subsequent rights offerings, pro-rata distributions and stock dividends and splits). The Holder also possesses a right to receive any additional consideration that holders of common stocks may be entitled to upon a fundamental transaction (as defined in the agreement). Pursuant to the inducement agreement the Holder exercised the 2 Years June Warrants for a total gross cash amount of approximately $2,249, before deducting offering costs. As of the issuance date of the July Warrants, the fair value of the warrants was estimated at $1,131. The Company valuation was based using the Black-Scholes valuation model. The significant inputs into the Black-Scholes valuation model at the initial recognition date are as follows:
|  | 2 Years June Warrants |
Term |  |  | 2 years |
Expected volatility |  |  | 61.60 | %
Risk-free rate |  |  | 4.28 | %
Stock price |  | $ | 1.65 |
In accordance with ASC Topic 815 guidance on equity classified warrant modifications, the incremental change in fair value of the induced warrants was accounted for as an additional equity issuance cost for the warrant inducement, which was recorded to additional paid-in capital. These warrants have not been exercised as of September 30, 2024. Offering Costs related to warrant inducement agreement July 2024: Upon the consummation of the to the warrant inducement agreement and pursuant to an agreement entered into with H.C. Wainwright & Co., LLC (the “Underwriter”), the Company has paid in cash to the Underwriter (and the escrow agent) a total amount of $271. The Company has also granted to the Underwriter upon the consummation of the warrant inducement, warrants to purchase up to 69,977 of the Company’s common stocks which carry the same terms as the July Warrants described above, except for the exercise price which reflect 125% of the reduced exercise price of the June Warrants ($2.50). The warrants are classified as mezzanine equity based on the guidance provided under ASC 480-10-S99-3A and SAB Topic 14. E. As of the issuance date of the underwriter warrants, the fair value of the warrants was estimated at $27. The valuation was based on a Black-Scholes option-pricing model, using an expected volatility of 61.60% a risk-free rate of 3.86% contractual term of 2 years, respectively, and a stock price at the issuance date of 1.65$. The total offering costs (including the inducement effects) in the amount of approximately $1,429 was recognized in equity. Total outstanding warrants as of 30 September,2024, are as follow:
|  |  | Number of warrants |  |  | Exercise price |  |  | Period left in years |
Warrants May 2023 |  |  |  | 66,127 |  |  |  | $4.625 |  |  |  | 4.15 |
Warrants December 2023 |  |  |  | 1,360,170 |  |  |  | $1.18 - $1.47 |  |  |  | 4.75 |
Warrants June 2024 |  |  |  | 1,069,647 |  |  |  | $2.0 – $3.43 |  |  |  | 5.25 |
Warrants July 2024 |  |  |  | 2,069,317 |  |  |  | $2.5-$1.75 |  |  |  | 2.0 |
Other |  |  |  | 36,792 |  |  |  | $10.27 - $50 |  |  |  | 1.75 – 2.65 |
Outstanding as of September 30, 2024 |  |  |  | 4,602,053 |  |  |  |  |  |  |  |  |
| f. | At the Market Offering Agreement:
On September 18, 2024, the Company entered into At the Market Offering Agreement (the “ATM Agreement”), with H.C. Wainwright & Co. (“Wainwright”), as sales agent, pursuant to which the Company may issue and sell shares of its common stock, from time to time, through Wainwright. Under the ATM Agreement, Wainwright may sell shares in transactions that are deemed to be “at the market” offerings as defined in Rule 415 under the Securities Act, as amended, or in any other method permitted by law, including in privately negotiated transactions. The Company or Wainwright may suspend or terminate the ATM Agreement upon notice to the other party and subject to other conditions. The Company will pay Wainwright a commission of 3.0% of the gross sales price of any common stock sold under the ATM Agreement and has agreed to provide Wainwright with customary indemnification and contribution rights. The Company will also reimburse Wainwright for certain specified expenses. On September 25, 2024, in connection with the execution of the ATM Agreement, the Company filed with the SEC a prospectus supplement (the “Prospectus Supplement”) to the base prospectus contained in the 2024 Shelf Registration Statement, which Prospectus Supplement related to the offering of up to $3.4 million of shares of the Company’s common stock under the ATM Agreement. Subsequent to entering into the ATM Agreement, the Company issued and sold 227,939 shares of common stock for gross proceeds of approximately $328.
| g. | Share-based compensation:
| 1) | A summary of the Company's share options, granted to employees, directors, under option plans is as follows:
|  |  | Number of options |  |  | Weighted Average Exercise Price |  |  | Weighted Average Remaining Contractual Life |
Outstanding – January 1, 2024 |  |  |  | 87,764 |  |  | $ | 3.63 |  |  |  | 4.11 |
Granted |  |  |  | - |  |  |  | - |  |  |  | - |
Exercised |  |  |  | (21,225 | ) |  | $ | 3.37 |  |  |  | - |
Forfeited |  |  |  | (1,159 | ) |  | $ | 16.5 |  |  |  | - |
Outstanding - September 30, 2024 |  |  |  | 65,380 |  |  | $ | 9.81 |  |  |  | 3.4 |
Exercisable - September 30, 2024 |  |  |  | 60,799 |  |  | $ | 9.81 |  |  |  | 2.7 |
The majority of the Share-based compensation expenses included in the Condensed consolidated statements of comprehensive under General and Administrative.
| 2) | A summary of the Company's RSUs, granted to employees, directors, under option plans is as follows:
|  | September 30 2024 |
|  | Number of RSUs |  |  | Weighted-Average Grant Date Fair Value |
RSUs outstanding at the beginning of the year |  |  | 71,280 |  |  | $ | 10.35 |
Granted during the period |  |  | - |  |  |  | - |
Vested during the period |  |  | (28,228 | ) |  | $ | 3.79 |
Forfeited during the period |  |  | (6,798 | ) |  | $ | 6.35 |
Outstanding as of September 30, 2024 |  |  | 36,254 |  |  | $ | 6.15 |
The majority of the RSUs expenses included in the Condensed consolidated statements of comprehensive under General and Administrative.

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