NOTE 5 - SHARE CAPITAL

1)	Rights of the Company’s ordinary shares

Each ordinary share is entitled to one vote. The holder of an ordinary shares is also entitled to receive dividends whenever funds are legally available, when and if declared by the Board of Directors.

A holder of an ordinary share also has the right to receive upon liquidation of the Company, a sum equal to the nominal value of such share, and if a surplus per share remains, to receive such surplus, subject to the rights conferred on any class of shares which may be issued in the future. Since its inception, the Company has not declared any dividends.

2)	Changes in share capital:

IPO warrants

In connection with the Company’s initial public offering (“IPO”) in July 2018, the Company issued 1,400,000 IPO warrants to purchase 700,000 ordinary shares, and these warrants have been listed for trading on the Nasdaq Capital Market since August 12, 2018. The IPO warrants were immediately exercisable at an initial exercise price of $8.40 per ordinary share for a period of five years, unless earlier repurchased by the Company under "Fundamental Transactions” as described in the warrant agreement or earlier expired as described in the warrant agreement.

The exercise price and number of ordinary shares issuable upon exercise of each warrant are subject to standard adjustments. In addition, subject to certain exceptions, the exercise price was subject to reduction if, within two years following the date of original issuance of the warrants, which ended in July 2020, the Company sold or granted any warrant or option at an effective price per share of less than $8.00 (as adjusted in proportion with any adjustments made from time to time), based on a weighted average, as described in the warrant agreement. As described in note 5b below, the Company completed a financing round during such two-year period at a price per share lower than the $8.00, therefore, the exercise price of these warrants adjusted to $5.85 per share.

At the IPO completion date, both of the instruments (warrants and shares) were classified as equity instruments as the warrants are considered indexed to the entity's own stock based on the provision of ASC 815.

In March 2021, 4,500 IPO warrants were exercised into 2,250 ordinary shares for total consideration of $13 at an exercise price of $5.85 per ordinary share.

As of the December 31, 2022 there were 1,395,500 traded warrants to purchase 697,750 ordinary shares outstanding with an exercise price of $5.85.

In December 2019 and February 2020, the Company entered into subscription agreement with a selected group of accredited investors for the private placement of 6,047,706 ordinary shares for aggregate subscription proceeds to the Company of $14.3 million at a price of $2.37 per share. In addition, the Company granted 3,023,871 warrants, exercisable over a three-year period from the date of issuance to purchase up to 3,023,871 ordinary shares at a per share exercise price of $2.96 (“Investors Warrants”). In addition, the exercise price was subject to reduction if, within one year of the date of original issuance of the warrants which ended in December 2020, the Company issued ordinary shares at an effective price per share less than $2.96.

Following the closing of the offering, the Company issued to a broker-dealer 184,515 warrants and 92,257 warrants with per share exercise prices of $2.37 to $2.96, respectively (“Broker Warrants”).

During 2020, upon issuance of shares through the Company’s At-the-market equity program at a price per share lower than the exercise price, the exercise price of the Investors Warrants and the Broker Warrants adjusted to $1.05. See note 5c.

On April 21, 2021, upon satisfaction of the sale price condition pursuant to the subscription agreement, the Company’s Board of Directors elected to accelerate the termination date of the Investors Warrants and Broker Warrants. In accordance with the terms of the applicable agreements, the holders had the opportunity to exercise their warrants until June 23, 2021, following which any unexercised warrants would terminate.

Through June 23, 2021, all warrants holders exercised 3,300,645 warrants into 3,172,800 ordinary shares, either through purchase or a cashless exercise. The total consideration from the exercise of these warrants was $3,145 at an exercise price of $1.05 per share.

As of December 31, 2021, all Investors Warrants and Broker Warrants had been exercised and none remain outstanding.

On July 4, 2020, the Company filed a primary registration statement on form F-3 and established an at-the-market equity program (the " 2020 ATM Program") that allowed the Company to issue up to $13.9 million of ordinary shares, at the Company’s discretion. Distributions of the ordinary shares through 2020 ATM Program were made pursuant to the terms of an equity distribution agreement dated July 13, 2020, among the Company and Canaccord Genuity LLC (the "Agent").

In 2020, the Company issued 2,802,731 ordinary shares pursuant to the 2020 ATM Program for net proceeds of $3.2 million at a weighted average price of $1.27 per ordinary share.

In 2021, the Company issued an additional 2,546,265 ordinary shares pursuant to the 2020 ATM Program for net proceeds of $9.9 million at a weighted average price of $3.99 per ordinary share.

On May 7, 2021, the Company entered into a new at-the-market equity program (the "2021 ATM Program") that allowed the Company to issue up to additional five million ordinary shares, at the Company's discretion.

Distributions of the ordinary shares through the 2021 ATM Program were made pursuant to the terms of an equity distribution agreement dated May 7, 2021 among the Company and B. Riley Securities, Inc.

In June and July 2021, the Company issued an aggregate of 1,840,463 ordinary shares pursuant to the 2021 ATM Program for net proceeds of $12.1 million at a weighted average price of $6.74 per ordinary share.

During the year ended December 31, 2021, several employees and service providers exercised 177,711 options into 177,711 ordinary shares for a total consideration of $418 at a weighted average price of $2.54 per ordinary share.

During the year ended December 31, 2022, one employee exercised 5,511 options into 5,511 ordinary shares for a total consideration of $13 at a price of $2.14 per ordinary share.