v3.25.1
Common Stock and Preferred Shares
 12 Months Ended
Dec. 31, 2024
Common Stock and Preferred Shares [Abstract]  
COMMON STOCK AND PREFERRED SHARES

NOTE 5 – COMMON STOCK AND PREFERRED SHARES

 

  a. The Company’s share capital is as follows:

 

   December 31, 2024   December 31, 2023 
   Authorized   Issued and
outstanding		   Authorized   Issued and
outstanding		 
Common stock   50,000,000    9,564,351    2,990,000,000    9,152,228 
Preferred shares   10,000,000    
-
    10,000,000    
-
 

 

On March 22, 2022, the Company amended its Certificate of Incorporation and increased the number of authorized shares to 3,000,000,000 shares with a par value of $0.0001 of which 2,990,000,000 shares were be common stock with a par value of $0.0001 and 10,000,000 shares were preferred share with a par value of $0.0001.

 

On December 2, 2024, the Company amended its Certificate of Incorporation and decreased the number of authorized shares to 60,000,000 shares with a par value of $0.0001 of which 50,000,000 shares are common stock with a par value of $0.0001 and 10,000,000 shares are preferred shares with a par value of $0.0001.

 

There were no preferred shares outstanding as of December 31, 2024 and 2023.

 

Each common stock is entitled to receive dividends, participate in the distribution of the Company’s net assets upon liquidation and to receive notices of participation and voting (at one vote per share) at the general meetings of the Company’s shareholders on any matter upon which the general meeting is authorized to be held.

  

Pursuant to Note 1, upon the consummation of the Acquisition Agreement, CR Ltd. became a wholly-owned subsidiary of the Company and former shareholders of CR Ltd. received 72.88% of the issued and outstanding common stock of the Company. On April 4, 2023, the Acquisition closed, and the former shareholders of CR Ltd. were issued 6,146,188  common stock of the Company.

 

On April 3, 2023, prior to the Closing of the Acquisition Agreement (see Note 1), CR Ltd. issued an aggregate of 15 shares of CR Ltd., representing 628,045 common stock of the Company, in respect of stock options exercised by stock option holders, for total proceeds of $91.

 

On April 3, 2023, prior to the Closing of the Acquisition Agreement, the Company issued 28 shares of CR Ltd., representing 1,206,834 shares of the Company, in respect of a conversion of a from a related party (see Note 6c).

 

On April 6, 2023, the Company issued a total of 910,000 common stock to three investors for the total amount of $501.

 

On July 4, 2023, the Company approved its 2023 Equity Incentive Plan (the “Plan”) for the directors, officers, consultants and employees of the Company and its subsidiaries. The maximum number of stock options and restricted share units (“RSU”) issuable under the Plan is 1,372,656 shares of the outstanding common stock of the Company. As of the date of this report, no stock options or RSUs have been issued under the Plan.

 

In December 2024, the Company issued 412,123 shares of common stock in a private placement offering for a total of $410.

  b. Warrants:

 

1.Pursuant to the Acquisition, the Company issued to the former shareholders of CR Ltd. 6,150,000 warrants, which warrants are exercisable upon the Company achieving each of the three (3) performance milestones (collectively, the “Earn Out Milestones”) as follows:

 

  (i) In-house demonstration for automatic robotic charging of an electric vehicle – until December 31, 2025.
     
  (ii) Conditional Purchase Order for first system for automatic car parks – until December 31, 2025.
     
  (iii) Commercial agreement for pilot with an organization which was approved by the Company’s board – until December 31, 2025.

 

Without limiting the generality of the Earn Out Milestones, all of the warrants will become immediately exercisable upon the Company’s successfully listing its common stock on the Nasdaq Stock exchange.

 

  2. On June 20, 2024, the Company issued 122,831 warrants to Automax Motors Ltd. (the “Automax Warrants”) with an exercise price of $12.82 in exchange for services received. The Automax Warrants expire on September 20, 2027. The Automax Warrants were accounted for as stock-based compensation. The fair value of the Automax Warrants was $19, using the Black-Scholes warrant pricing model using the following assumptions: 

 

   June 20,
2024		 
Company common stock price  $0.55 
Exercise price  $12.82 
Dividend yield   0%
Risk-free interest rate   4.46%
Expected term (in years)   3.25 
Volatility   125%

  

  c. Stock options in the Company

 

As of December 31, 2024 and 2023, there are no outstanding stock options in the Company.

 

  d. Share options in CR Ltd.

 

On February 1, 2022, CR Ltd. issued 4 stock options to Ben Gurion University (the “BGU Options”) with an exercise price of $0.01. The BGU Options entitle the option holder to receive 72,295 shares of the Company, and expire on January 1, 2032. The fair value of the BGU Options issued was $30, using the Black-Scholes option pricing model. A third of the stock options vested on June 30, 2023, and the remaining stock options vest on a quarterly basis over a period of 10 quarters, commencing on September 30, 2023, and ending on December 31, 2025. On August 28, 2024, the Company and Ben Gurion University signed a License and Settlement Agreement (the “Settlement Agreement”). According to the Settlement Agreement the BGU Options are forfeited and expired.

 

For the year ended December 31, 2024, the Company recorded income in the amount of $24 in stock-based compensation expenses in respect of the BGU Options, as a result of the cancellation of expenses recognized in previous year in respect of the BGU Options (during the year ended December 31, 2023 - $10).

 

A summary of stock options activity during the period is as follows:

 

   Number   Average
weighted
exercise price		 
         
Options outstanding as of December 31, 2023   4   $0.01 
           
Options outstanding as of December 31, 2024   
-
   $
-
 

The following CR Ltd. options are outstanding as of December 31, 2023 and 2024:

 

Issuance date  Options
outstanding		   Exercise
price per
option		   Options
exercisable		   Expiry date
January 1, 2022            4   $         0.01

            2

   January 1, 2032